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

The Mandate does not impose a minimum threshold of work by reference to hours or output that must be met before payment is due. It refers to Xtellus “assisting” the Defendant to raise financing, the provision of “advisory services” and services in “developing and arranging” the finance. As set out above it provides a non-exhaustive list of services that may be provided.

Mr Fehmi was taken to the indicative list in cross examination and asked about the work Xtellus had done in respect of each listed item. He explained that Xtellus had considered financial data provided by the Defendant (the “underlying cash flow analysis of the tenants”), raised issues if there were any, and if not passed that data on to MacCap. He told me Xtellus had found “the right set of investors to bring to [the Defendant]”, that they had considered the appropriate structure of the financing to “get the maximum out of your assets” (in particular with a view to increasing the loan to value ratio from the 40 to 45% offered by local banks to 75%). He explained that Xtellus had dealt with proposals received by potential investors and discussed them with the Defendant. He said: “Key terms come in. The client looks at [them]. We have a call. We discuss what is good, what is not good, the strategy, boiling down to how do we reduce the pricing… these things are done very fluidly. Conversations are held. A call is set up. I used to have conversations with Blazej… who would deal with Dominik…” In summary he said: “the key thing here is someone with my experience actually gets a deal done or not.” Mr Fehmi’s evidence is in my view entirely consistent with the picture painted by the contemporaneous documents.

Dominik Leszczyński told me in evidence (at paragraph 25 of his witness statement which he adopted as his evidence in chief) that once the Mandate had been signed, Mr Fehmi “limited himself to sending some emails, arranging some video conferences and arranging some introductory meetings”. In evidence he told me that Mr Fehmi was not involved in negotiations “he was merely forwarding correspondence… he was not introducing anything into these conversations at all.”

I reject Dominik Leszczyński’s view of Xtellus’ involvement. It is clear from the documents and from the oral evidence I heard, that Xtellus played a vital role in securing the very substantial funding that the Defendant wanted. I am easily satisfied that it provided services of the type required by the Mandate.