BL-2022-000438 - [2025] EWHC 2212 (Ch)

Introduction

This case concerns a dispute over an alleged guarantee relating to a joint venture between the Claimant (“Mr Dunn”), the Defendant (“Mr Kazolides”) and Mr Christopher Stylianou (“Mr Stylianou”) to develop and sell villas in Droushia, Cyprus. The joint venture vehicle was a company, incorporated in Cyprus, called Astriver Co Limited (“Astriver” / “the Company”).

In summary, whilst the construction of the villas was ultimately completed, the project was beset by various difficulties and ran behind schedule and over budget. The original main contractor for the project was removed and a new contractor appointed. Even then, further remedial works were required. The villas were eventually completed in October 2010.

Whilst efforts were made to sell the villas at various points, there is a dispute between the parties as to whether these efforts were sufficiently diligent and whether the pricing was realistic. The first villa was sold in 2018 and the other six villas were sold in 2019 to a company connected to Mr Dunn called Black Flamingo Limited (“Black Flamingo”) although there is a dispute over whether this was a genuine transaction. Four villas have since been sold by Black Flamingo.

Mr Kazolides and Mr Stylianou provided the land for the joint venture and Mr Dunn provided the funding by way of loan to the Company. Under the terms of Mr Dunn’s loan, save for a grace period up to 2008, interest was running at a rate of 8% per annum compounded.

The long period that it has taken to sell the villas has meant that the size of Mr Dunn’s outstanding loan has grown significantly over the years and there is a large outstanding balance, even after taking into account the sales of the villas that have occurred.

Mr Dunn brings the present proceedings claiming that Mr Kazolides has guaranteed the repayment of Mr Dunn’s loan to the Company and, pursuant to that alleged guarantee, he seeks recovery of the whole outstanding balance of his loan.

Mr Kazolides denies that he gave any guarantee and argues, in the alternative, that if the Court finds a guarantee was given, it was discharged on various bases.

Background