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

Other matters

I note that Mr Dunn’s lawyers, Brook Martin, sent a letter to Mr Kazolides and Mr Stylianou on 30 November 2010 giving one month’s notice of termination of the JVA (as amended by the SJVA). This was defined in the letter as a “Termination Notice”, a term which has particular contractual consequences under the JVA. I note that neither party contended that this letter had any contractual effect under the JVA and it was not relied on by Mr Kazolides as a ground of defence. The effect of the letter raised questions of fact (including whether the notice was withdrawn or agreed by the parties not to have effect) and questions of law and if Mr Kazolides wanted to pursue such a point, he would have had to plead it, which he had not.

Some time was spent at trial considering the sale of 6 villas to Black Flamingo in 2019 and whether this was a breach of the JVA. I agree that the transactions with Black Flamingo were highly unorthodox and were not arms-length transactions. The Defendant characterised them as shams and I agree that there is a serious question about whether they were legally enforceable. Nonetheless, I do not consider that they ultimately have a bearing on this dispute in light of my finding that the claims are statute barred and that the guarantee had also long since been discharged.