BL-2023-000501 - [2025] EWHC 2334 (Ch)

Mr Page set out in closing eight propositions which are common ground between the parties as to what transpired at the meetings, as follows. I take the list of propositions from the claimant’s closing written submissions:

It should be noted, however, that Mr Jaffe’s evidence is that any agreement was in principle, and that USD1 million of the USD2 million could be paid to Mr Stein as an advance payment for his first six months’ work, once a formal agreement was entered into with Mr Anisimov. Subject to that, I would accept the summary above as a statement of what is agreed between the parties.

Mr Page then asks me to make a series of factual findings, first about what was said and agreed at the 2 June 2012 meeting, and also in relation to matters that happened subsequently. I bear in mind that the question I have to decide is whether Mr Stein has satisfied me, on the balance of probabilities, that Mr Anisimov objectively intended to create an express bare trust of the Payment for Mr Stein. Neither side suggests that I am in a position to make a finding as to the precise words used at the second meeting.

Mr Page set out Mr Stein’s position on what happened in early June 2012 by reference to the wider picture in which Mr Stein then found himself involved. The evidence suggests that Mr Jaffe was then in some financial need, despite the fact that he (correctly) understood that there were good claims in what was to become the Revoker Proceedings, which would ultimately lead to him becoming entitled to a very large sum of money. I also accept that Mr Jaffe appeared to consider himself to be aligned with Mr Anisimov at that time, and that the only sum that seems to have been paid by Mr Anisimov was the Payment, despite there being discussion of further payments, for the claim against the Family (Mr Stein contending that Project Z, referred to above, covered only this claim), and for Salford.

Another feature stressed by Mr Page was the apparent formality and distance between Mr Jaffe and Mr Anisimov. That is apparent, on Mr Jaffe’s own case, from his evidence that he did not consider himself free to make use of the sum represented by the Payment until late in the summer of 2012. Because of that evidence, I do not accept Mr Page’s submission that Mr Jaffe appears to equate his own status with that of Mr Anisimov. Both parties were in a real sense seeking to obtain an advantage through their association with Mr Anisimov, and were to an extent dependent on him accordingly. That is also the case with Mr Stein, who explained his diffidence when meeting Mr Anisimov at Claridge’s Hotel in September 2012, commenting on the fact that Mr Anisimov was, in his words, ‘a billionaire Russian oligarch with … security provided by ex-KGB guys’, and well connected as evidenced by his position as head of the Russian Olympic judo team.

I will comment on some of the specific findings which the claimant invites me to make, bearing in mind that the central finding upon which the claim turns requires an assessment to be made in light of the evidence about the meetings but also the evidence of what happened subsequently. I also have squarely in mind that what I am assessing is the intention, viewed objectively, of Mr Anisimov. I have heard no evidence from him and have not been taken to any documents written by him or sent directly to him. Mr Page asks me to make findings about what was said and agreed at the meeting but, again, I am not asked to find that any particular words were used, which might have magnetic importance when considering whether or not Mr Anisimov intended by his words and conduct to create a trust.

First, I am asked to accept Mr Stein’s account of the first meeting, of which Mr Jaffe provides no recollection. I accept that the use of Mr Stein’s services in relation to the Berezovsky claim was discussed, and the prospect of Mr Anisimov purchasing Mr Berezovsky’s interest in NWVF was also discussed. Mr Page is correct to say that Mr Stein’s account of the first meeting was not challenged. I do bear in mind, as Ms Lacob pointed out, that this was the beginning of the business relationship between Mr Stein and Mr Anisimov, and it was the first time they had ever met. It occurred as Mr Jaffe had brought the parties together, Mr Anisimov now relying on Mr Jaffe for professional support in relation to the ongoing litigation he faced.

Mr Page then asks me to find that the scope of the services to be provided by Mr Stein related to the Berezovsky Claim Project and not a wider stream of work, i.e. which Mr Jaffe characterises as Project Z, and to include the M&A Project (see above at [20]). I accept that the scope of works to be carried out by Mr Stein as discussed at the June meetings was the Berezovsky Claim Project. That is the reason why the introduction had been made and Mr Jaffe’s evidence, both in these proceedings and in his fifth witness statement in the Revoker Proceedings, is that Mr Stein’s fee (of USD1 million) was discussed in this context. It seems more likely than not that a possible wider stream of work was discussed at the second meeting – by 14 June 2012, Mr Jaffe was telling Ms Gabbert that there would be a further loan of USD3.5 million, rather than USD2.5 million. This wider work stream was very much on Mr Jaffe’s mind and it is unlikely that in a lengthy meeting he would not have mentioned it.

Next, it is submitted that Mr Anisimov did not require Mr Stein to present him with a budget, team or office for approval before any money could be spent. Some modest expenses on behalf of Mr Stein were paid from the Payment received by Pumula and there is no reason to suppose that Mr Anisimov had any interest in monitoring such payments. Those payments were not made by Mr Stein, however, and I do not consider that they assist in relation to the fee, which was of USD1 million and not of the full amount of the Payment. I would note that it was no part of the claimant’s case that there was an express trust over only half the value of the Payment, being the amount that was agreed to be his fee. I would agree that the evidence suggests that Mr Anisimov did not require his approval to be given before any money could be spent. The relevant question here, it seems to me, is whether there were any conditions to be satisfied before Mr Stein would be entitled to his payment, or whether he was to be beneficially entitled to it as soon as it was paid over to the structure owned by or associated with Mr Jaffe.

On that note, Mr Page asks me to find that Mr Anisimov did not wish to enter into a formal written agreement with Mr Stein before their arrangement became binding. I would agree that there is no reason to suppose that Mr Anisimov wished to document a bilateral agreement with Mr Stein. He does appear to have been astute to ensure that the flow of funds from entities associated with him was documented. Despite the fact that the Dryden/Pumula loan was written off almost immediately after the Payment had been made, Mr Anisimov nonetheless sought later to recover the Dryden loan with interest. There is no evidence as to his own understanding of these contradictory positions, but they are not consistent with an understanding that Mr Stein would immediately become the beneficial owner of the Payment as soon as it was transferred to Pumula. As I explain further below, I consider that the proposed BVI structure on which Macfarlanes were advising was intended by Mr Anisimov to be the conduit for the payment of Mr Stein’s fees, and that this was intended by Mr Anisimov to be a pre-condition for Mr Stein’s receipt of those fees.

It is also submitted on behalf of the claimant that the evidence demonstrates that Mr Anisimov’s intention was for the Payment to be paid on to Mr Stein in full. The key point here is the submission that Mr Jaffe understood at the end of the second meeting that the money he would be receiving would not be his to spend as he wished.

I agree that this is a key factor. Certainly, Mr Jaffe appears to have considered that there was some impediment to his using the Payment for his own purposes. His evidence in the Revoker Proceedings was that he did not arrange to send the money on to Mr Stein once his services were no longer required, and that he had a windfall in September 2012. That is consistent with his evidence in this claim, that Mr Anisimov told him then that he considered that he (Mr Jaffe) could keep the USD2 million. He said in the witness box that, ‘as far as [Mr] Anisimov was concerned, he gave this money for the project’, and then later considered it to have been part of the sum of USD3.5 million to be provided for Salford and for the Revoker Proceedings.

The documentary evidence shows that an attempt was made by Mr Anisimov in 2015, through Gelderland, to recover the amount of the Payment on the basis that the Dryden/Pumula loan was outstanding. Mr Stein was aware that Mr Anisimov was making demands of Mr Jaffe at that time in relation to loaned funds, but it was not made explicit to him that these included the Payment.

I consider it more likely than not that Mr Jaffe’s evidence of his conversations with Mr Anisimov in September 2012 is correct. There were some significant payments out from Pumula in July and August, but the withdrawals became more frequent from mid-September 2012. The text messages between Mr Jaffe and Mr Stein and Ms Gabbert I have referred to above show that there was uncertainty as to what moneys Mr Anisimov would be providing, and support Mr Jaffe’s evidence that, weeks after the June 2012 meetings, Mr Anisimov was suggesting that the USD2 million Payment was to be part of the sum of USD3.5 million which had been discussed for other purposes. Mr Anisimov also indicated to Mr Stein (via Mr Emme) on 25 September 2012 that he never agreed anything with Mr Jaffe about the payment.

This all suggests that Mr Anisimov was taking a fluid view of the purpose of the Payment from shortly after it had been made, and it may be surmised that he always took such a view. Whilst it is Mr Anisimov’s intention which falls to be assessed, these factors also suggest that Mr Jaffe understood that Mr Anisimov continued to have a say in how the Payment was to be deployed, even though he does not suggest that Mr Anisimov retained any contractual entitlement to do so. Mr Jaffe indicated in evidence that if Mr Anisimov had in or after September 2012 suddenly told him that the USD2 million had to be used to pay Mr Stein and other project expenses, he would probably have complied, given his relationship with Mr Anisimov, although he would probably then also have asked Mr Anisimov to help him financially.

None of these matters tend to show that Mr Anisimov’s intention at any material time was that Mr Stein was to be immediately entitled to the Payment as soon as it was paid over to Pumula, with the only impediment to payment on to Mr Stein being the latter’s wish to set up a structure for his own tax purposes. A more probable explanation is that he agreed to put up some funds up front, to cover Mr Stein’s proposed fee plus other expenses, but how and when they would be paid on would be a matter for future discussion. This would have served the dual purpose of facilitating Mr Stein’s immediate work by reassuring him that the money for payment of his fee would be readily available, but also of Mr Anisimov assuring Mr Jaffe that he was prepared to work closely with him as their interests were now in alignment, as Cockerill J found them to be in the Revoker Proceedings.

It is furthermore not clear to me why a trust would have been required over the entirety of the Payment and not only over the sum of USD1 million which was to constitute Mr Stein’s fee for the first six months’ work. On Mr Stein’s case, in addition to the sum for his fee, he asked for a further USD1 million to be available for all his expenses associated with the services he was to provide, i.e. in relation to the Berezovsky Claim Project. It was Mr Stein’s oral evidence that he did not require an office or a team to provide these services. He indicated that what he really needed was a printer, saying that he paid for a printer and other expenses such as flights, hotels and telephone bills. In light of that evidence, the need for a further USD1 million, not subject in any way to Mr Anisimov’s approval, has not been explained.