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

Although the JVA does not define the terms “the Guarantor” or “the Guarantors”, the only parties to the JVA were the Company and the three joint venturers (Mr Dunn, Mr Kazolides and Mr Stylianou).

The opening words of clause 18 read: “In consideration of PD entering into this Agreement with the Company at the request of the Guarantor, the Guarantors HEREBY JOINTLY AND SEVERALLY GUARANTEE AND UNDERTAKE on their own behalf”.

Those opening words refer expressly to two of the four parties; Mr Dunn and the Company. Accordingly, the only two persons who could be covered by the term “the Guarantors” are Mr Kazolides and Mr Stylianou.

For the reasons explained in sections E.1 and F.1.1 above, a guarantee from Mr Kazolides and Mr Stylianou was a necessary part of the mechanics if the loss-sharing arrangements were to work.

I do not consider that the guarantee was non-compliant with s.4 of the Statute of Frauds 1677 as the Defendant alleges. I note that Williams v Lake was a case concerning authority to issue the guarantee to the guarantor in question. As for Lovesy v Palmer, the Judge, Younger J, explained at p239 that, on the facts in that case, there was “no reference, either expressly or by necessary implication, to the plaintiff in the whole of the documents referred to as constituting the memoranda except in a character in which, according to the terms of the bargain as now alleged, he was not to figure”. In the present case, it is clear from the face of the JVA that both Mr Dunn and Mr Kazolides are parties. Further, as noted above, as a matter of construction (or to use the language of Younger J “by necessary implication”), it is clear that the references to “the Guarantors” are references to Mr Kazolides and Mr Stylianou.

I note that the clause also provides that the guarantee has been provided at the request of “the Guarantor” (singular) but this does not undermine the above construction. First, as noted above, it is sufficiently clear that the guarantors were Mr Kazolides and Mr Stylianou, and it is not legally significant in that context who originally requested the guarantee. Second, construing the guarantee as a whole, it is apparent that the guarantee was being provided in return for Mr Dunn being willing to take on a key funding obligation (which after the SJVA became the sole source of the Company’s funding) and that Mr Kazolides and Mr Stylianou as the ultimate owners of the Company were the parties who would enjoy the benefits (if they accrued) of the provision of any such funding. Accordingly, I consider that the term “the Guarantor” was intended to cover both Mr Kazolides and Mr Stylianou.

In all of the above circumstances, in my view, it is sufficiently clear as a matter of construction that “the Guarantors” and the “Guarantor”, although not expressly defined, are Mr Stylianou and Mr Kazolides.