LM-2023-000035 - [2025] EWHC 1989 (Comm)

On 10 August 2021, following some discussion about the terms on which MacCap might lend, Mr Gillies emailed Blazej Stodulkiewicz, Dominik Leszczyński and Mr Fehmi with some questions. Dominik Leszczyński sent an internal email to Blazej Stodulkiewicz, Wirginia Leszczyńska and Katarzyna Dorosz-Wosiek on the same day asking for help in providing the answers quickly.

On 13 August 2021, Mr Gillies emailed Blazej Stodulkiewicz about “pulling together […due diligence] items”. He included a list of required information under the headings of legal review, financials, technical/ environmental/ valuation, and KYC information. He made it clear that more questions would follow. Dominik Leszczyński emailed Blazej Stodulkiewicz, Katarzyna Dorosz-Wosiek and Wirginia Leszczyńska asking them to “start collecting the documentation urgently” and to divide the tasks highlighted by MacCap.

On 26 August 2021, in preparation for his absence on holiday (from 27 August to 8 September 2021), Blazej Stodulkiewicz emailed Mr Fehmi providing contact details of those who appear to be the key players within the Defendant. They included Katarzyna Dorosz-Wosiek who was described as “management board proxy, legal counsel, deeply involved in all group processes including financing processes from legal side”

In September 2021 Katarzyna Dorosz-Wosiek continued to deal with matters including comments on the terms proposed by MacCap and dealing directly with Mr Fehmi. On 2 September 2021, Katarzyna Dorosz-Wosiek emailed Mr Fehmi directly, enclosing comments on indicative lending terms (the term sheet) proposed by MacCap “at the request of Dominik Leszczyński I am enclosing a term sheet with our changes and comments”. The term sheet included substantial and technical comments from her. On the same day she explained that she would prefer to deal with any issues that arose by email rather than by telephone. She would also be away from the Defendant between 6 September and 14 September 2021.

A meeting was arranged with MacCap initially for 30 September 2021 but later re-arranged for 7 October 2021. Email correspondence from Mr Fehmi to Dominik Leszczyński and Blazej Stodulkiewicz on 17 September 2021 and later on 3 October 2021, makes it clear that the plan was to meet with the MacCap team and with Alexi Antolovich, described in the later email as the “head of the group”. Although the evidence was that Mr Antolovich did not attend the meeting, the documents show that he was involved with the deal being worked on by Xtellus.

On 20 October 2021 she made further amendments to an updated term sheet.

On 22 October 2021 Wirginia Leszczyńska was copied in to emails from Mr Gillies and responded directly to questions he posed about the occupation of various properties. Her responses were copied to Katarzyna Dorosz-Wosiek.

On 27 October 2021, MacCap (now through Casper Hauge) raised a number of questions in emails to Dominik Leszczyński but copied to Katarzyna Dorosz-Wosiek, Wirginia Leszczyńska and Mr Fehmi. The queries were wide ranging and under the headings corporate documents, ownership, source of funds and contact details. Mr Hauge’s email sign off was over the words “Principal Finance, Macquarie Capital.” On the same day Mr Fehmi emailed Dominik Leszczyński and Blazej Stodulkiewicz to discuss the latest draft of the MacCap term sheet. He wrote: “… let us please jump on a call to understand where the outstanding issues from your end on the TS so I can speak with Newton. Let us speak first so we present in a manner that would get the best result. He is chasing me to understand what is taking so long. Thanks a lot.” Dominik Leszczyński emailed the marked-up terms sheet with the Defendant’s changes to Mr Fehmi, Blazej Stodulkiewicz, Wirginia Leszczyńska and Katarzyna Dorosz-Wosiek.

On 28 November 2021, Dominik Leszczyński emailed Mr Fehmi to discuss legal fees which MacCap required the Defendant to pay. The email is rather bad tempered. He was not prepared to pay more than €100,000. He wrote: “If you as advisors to our company accept the position of Macquarie and this sick situation - we expect that you will cover from your salary the difference in the cost of legal advice over the amount of €100,000 - If you do not do this we will have to cancel your contract and we will go with another partner despite the amount of work we have done in financing Macq.”

On 6 December 2021, the Defendant proposed changes to the Mandate to the effect that any legal costs over €120,000 would be met by Xtellus. It is accepted that these changes (made by Katarzyna Dorosz-Wosiek) were never agreed. In evidence, Dominik Leszczyński told me: “I decided that there was no way forward with Mr Fehmi or Xtellus and in the end we mutually agreed with [Mr Fehmi] that the relationship would end there.”