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

The Parties and other relevant persons

Mr Dunn is a former chartered accountant and insolvency practitioner, with a specialism in insolvency and corporate recovery, who during the relevant period lived in Monaco and the UK. Mr Kazolides is a businessman, restauranteur and chef based in London. Mr Stylianou is retired and during the relevant period lived in Cyprus.

Other relevant individuals involved in the factual matters underpinning the dispute were Malcolm Honey, a chartered surveyor, who assisted Mr Dunn in relation to the project; Mr Kim Heyes who acted as a general manager for the Company; Cheryl Heyes, a property realtor and the wife of Mr Heyes, who was engaged by the Company to assist with selling the villas; and Mr Timinis, the Company’s auditor who also appears to have provided accountancy services.

The Company was owned by Mr Kazolides (through a nominee) and Mr Stylianou. The directors of the Company changed over time. The directorships can be divided up into three broad phases:

Each of the three joint venturers played a different role in relation to the joint venture. As noted above, Mr Stylianou was the only one of the three joint venturers based in Cyprus and, until he resigned as a director, was the person on the ground at the development.

Once Mr Dunn became a director of the Company, Mr Stylianou’s role was much reduced albeit that he did provide some input on the project from time to time.

Mr Dunn was based outside of Cyprus. At the earlier stages of the project, he was primarily focussed on financial matters but, over time, his level of involvement grew. From the point of his appointment as a director, it was his view that ultimately prevailed within the Company and the other directors ultimately acceded to his wishes.

Mr Kazolides took a much more minor role throughout the project. He was never a director of the Company and had little involvement in the Company’s activities. The Court has the benefit of an extensive email record going back to the early stages of the joint venture. Many of the emails were reviewed during the course of trial. It is evident from the emails provided that Mr Kazolides was not involved in the detail of the project. His communications were intermittent and often brief and he was often not copied on email exchanges. In his Witness Statement, Mr Kazolides described his role at points as a “silent partner” and this was a phrase adopted by the Claimant when cross-examining Mr Kazolides. Mr Heyes also referred to him as a “silent partner”. I do not consider that “silent partner” is the most accurate way to characterise Mr Kazolides’ role because he did have some involvement in discussions from time to time on the joint venture. Nonetheless, I consider that Mr Kazolides’s role was very limited.

I note that the Claimant advanced a case that Mr Stylianou was a conduit by which information was provided to Mr Kazolides such that, even though Mr Kazolides was not directly involved in discussions, he was aware of them through the involvement of Mr Stylianou. I do not think that is a safe conclusion to reach. Although it is clear from the evidence that Mr Stylianou did speak to Mr Kazolides from time to time and was a source of information, I do not think that it can be assumed that information in the possession of Mr Stylianou was always relayed to Mr Kazolides. On the contrary, I consider that Mr Kazolides was largely disconnected from the detailed operation of the project.