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

Fecha: 19-Sep-2025

The meetings

The meetings

23.

It is common ground that there were two meetings in Moscow, on 1 and 2 June 2012 and that an agreement was reached at the second meeting. While neither party is sure the dates are correct, they are agreed that I should proceed on the basis that they are. The meetings were attended by Mr Stein and Mr Jaffe, together with Mr Anisimov. Mr Jaffe’s recollection is that they were attended also by Mr Vasily Emme, Mr Anisimov’s chief legal counsel, who also advises him on commercial matters. It is common ground that Mr Emme did not participate in the material discussions.

24.

Mr Stein explains that Mr Anisimov wished for him to advise on litigation strategy and to assist with a potential successful settlement of the Berezovsky claim, and other associated claims. At the first meeting, the possibility was discussed of Mr Anisimov settling the claim by buying out Mr Berezovsky’s interest in NWVF at a discount. Mr Stein’s view was that such a deal would have improved Mr Jaffe’s position in his dispute concerning the partnership operating the NWVF, and that it would have assisted him in reaching an agreement to delay the date by which the assets had to be realised or distributed.

25.

Mr Stein’s evidence in chief as to the oral agreement he reached with Mr Anisimov is as follows:

‘4.15 At the Second Meeting I told Mr Anisimov that I would accept his proposal to provide him with the Services subject to acceptance of my terms; namely, USD $1 million, to be paid upfront and on a non-refundable basis, for every 6 month period in which the Services were provided (the “Fee”). I also asked for all my expenses associated with the Services to be paid and asked for an initial USD $1 million to be made available, again in advance and on a non-refundable basis, to pay for any legal or other expenses associated with providing the Services (the “Initial Expense Payment”) (the Fee and the Initial Expense Payment being the “Initial Payment”).

4.16

In response to my proposal, I specifically recall that Mr Anisimov said in Russian, “Dogovorilis’. Po rukam”, meaning “shake hands”, which is the equivalent of saying “deal”, and asked “kuda perevodit’ den’gi?”, meaning where should he send the Initial Payment.’

26.

Mr Stein goes on to explain that the receipt of moneys into his own account would, as a US citizen, cause him administrative and tax difficulties, thus he asked for a more efficient corporate structure to be put in place. He says that he ‘wanted to create a structure, and for Mr Anisimov to sign an agreement novating the engagement to that structure, to facilitate the Initial Payment and the ongoing fees and expenses’. He goes on:

‘4.19 In response to this [i.e. discussion of the time it would take to create a structure], I specifically recall that Mr Anisimov said, “I need tomorrow”, which I understood to mean that he needed me to start work immediately. I recall that I replied, “Well, I’m sorry”, as I had already decided that I was not going to agree to start work and take on expenses without payment upfront.

4.20

I recall that it was at this point that the Defendant said words along the lines of “Davaite cherez menya” meaning, “Let’s do it through me”, meaning that he would receive the Initial Payment from Mr Anisimov and route the money to me. I recall that Mr Anisimov said this arrangement was acceptable to him if it was also to me, and I confirmed that it was.’

27.

Mr Stein also gives evidence that the specific details of any structure, or of how the payment would be made after Mr Jaffe’s intervention, or of an office or team to manage Mr Anisimov’s interest in the NWVF should a deal proceed, were not discussed at that second meeting on 2 June 2012.

28.

It is thus Mr Stein’s case that he indicated to Mr Anisimov, and Mr Anisimov agreed, that Mr Stein would not start work until he had received funds as agreed.

29.

Mr Jaffe states that he does not recall specifically what was discussed at the two meetings on 1 and 2 June 2012, but in his first witness statement gives the following explanation of what he says was agreed in principle at the second meeting:

‘32. We agreed there would be a structure owned by me. I think this idea came from both Anisimov and Kirill, or at least I remember that they both wanted it to be structured in this way. From Anisimov’s point of view, I believe this was because Anisimov knew me well and did not know Kirill. Kirill’s concern was always to do with taxes and making sure he was not liable to pay tax. It was also agreed that Anisimov would deposit $2 million with me in relation to the Berezovsky Claim Project. This was partly a sign of his commitment to the project (and the other projects). I would be allowed to use it to pay for immediate expenses such as the legal cost of creating the structure. Otherwise, the money could not be spent until a budget, strategy, structure and team could be presented to Anisimov, and if Anisimov was happy with those, a formal agreement entered into. Subject to agreeing those points, Kirill would be paid $2 million per year as a salary. Once a formal agreement was entered into with Anisimov, it was agreed that $1 million of the $2 million could be paid to Kirill as advance payment for his first 6 months work.

33.

We also discussed compensation for Kirill for the M&A Project and that if successful Kirill would be rewarded with either a significant success fee or a stake in the Fund, although the detail was not agreed. Given his background in investment banking, Kirill understood that he would work on the M&A Project on the basis that his “success fee” would only be paid if the deal went through.

34.

We also discussed how Anisimov would provide me with $2.5 million funding for the Revoker Claims which I could spend as I wanted (including how much to pay Kirill for his role), and $1 million funding for Salford.

35.

Anisimov also indicated that further funding would be agreed in the future including for the Berezovsky Claim Project and Revoker Claims.

36.

We agreed that I (or my team) would work with Anisimov’s team on receiving the funds from Anisimov including structure and agreements. We agreed that in the meantime Kirill would start to read various background documents and work would start once we had received the $2 million, with the expectation that everything would be fully agreed with Anisimov by no later than July.’