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

Xtellus Capital Partners Inc. (“Xtellus”) is a New York based broker-dealer and specialist investment bank registered in Delaware. The Defendant is a company registered under the laws of Poland and a wholly owned subsidiary of DL Invest Group SA. The group holds commercial real estate in Poland and operates its business through a number of special purpose vehicles (“SPVs”) wholly owned by the Defendant.

In 2021 “DL Invest Group” wanted to raise debt finance. It engaged Xtellus to assist. The terms of that engagement (“the Mandate”) were reduced into writing and signed on 9 July 2021. The parties agreed that the law of England and Wales would govern the contract, and it was written in English. Xtellus was to receive a fee, calculated at 1.25% of the value of debt facilities raised. That fee would be payable in certain circumstances even if (as happened) the Mandate was cancelled before the finance was received. The relevant terms of the Mandate are set out at section F below.

The Mandate was terminated on or about 22 August 2022. On 20 September 2022, Macquarie Euro Limited provided finance in the sum of €123,400,000 to Psary Invest II sp. z o.o. (one of the SPVs). Further sums were subsequently advanced to bring the total to €143,379,834.75. The Claimant now claims 1.25% of that sum, namely €1,792,247.93 plus interest. An invoice based on sums due to Xtellus on the originally advanced sum (seeking payment of $1,511,650) was presented on 3 October 2022. If liability is established, I understand there to be no issue between the parties as to the sum due.

A large part of this judgment (see sections E, I, J, K and L) deals with factual matters and in particular the chronology of events revealed by the contemporaneous documents, where appropriate supplemented by the oral evidence of the witnesses. The remaining key parts of the judgment are as follows: