England and Wales High Court (Queen's Bench Division) Decisions

IN THE HIGH COURT OF JUSTICE
QUEENS BENCH DIVISION
LONDON MERCANTILE COURT

		16 December 2016

INTRODUCTION

1. The Claimant, Agila Younes, is a Libyan businessman who lives mainly in Dubai. He has extensive commercial contacts in Libya and visits there often as well as London. The First Defendant, Demetris Chrysanthou, is also a businessman who lives in London. He has long-standing contacts with the Kuwaiti royal family for whom he did work until around 2003-2004. Mr Younes and Mr Chrysanthou have known each other since at least 2000. The Second Defendant, Rufus Limited (" Rufus") is a company which was incorporated in the Seychelles in around March 2010 by Mr Chrysanthou. He is the sole director and shareholder. Its single asset (now exhausted) was an arrangement fee of US$6.379m. ("the JNR Fee") paid to it in March 2010 by a company called JNR Limited which was owned and/or controlled by Nathaniel Rothschild, a corporate financier who did business in various locations across the world.
2. The JNR Fee was paid in consideration of the work done principally by Mr Younes, essentially to persuade the Libyan Investment Authority ("the LIA") to invest US$300m in a Russian company called Rusal Limited which was owned and/or controlled by the entrepreneur, Oleg Deripaska ("the Rusal Project"). Rusal was JNR's client. Much of the paperwork and negotiations with JNR were carried out by Mr Chrysanthou on behalf of Mr Younes.
3. It is common ground that Rufus was not to hold the JNR Fee beneficially for itself. Rather, it was either holding it all for Mr Younes, as he claims, or, as to 70%, for Mr Younes and as to 30% for Mr Chrysanthou, as the latter claims.
4. Rusal operated sterling and dollar bank accounts with the Bank of Cyprus in Larnaca, Cyprus. The JNR Fee was paid into the dollar account on 12 March 2010 and then the monies were transferred between the dollar and sterling accounts from time to time, in addition to monies paid out of the accounts altogether.
5. Mr Younes alleges that he has received directly or for his benefit from the Rufus accounts a total of US$3.4m and accordingly there is a further US$2.9m to which he is entitled. For his part, Mr Chrysanthou alleges that the payments made to Mr Younes or for his benefit amounted to some $4.5m and that in fact, on the basis of 30% entitlement contended for, he has overpaid Mr Younes by some US$102,000. It is common ground that the balance of the monies held in the Rufus accounts which were not paid to or for the benefit of Mr Younes have now been used by Mr Chrysanthou for his own purposes.
6. Mr Chrysanthou's more detailed answer to Mr Younes' claim is as follows:

(1) Since 2003 or 2004 Mr Chrysanthou was in partnership with Mr Younes, whereby they would share the profits of any venture equally regardless of who initiated the project or brought it to fruition or did most of the work. There was however no agreement to share expenses and they would lie where they fell;

(2) The deal with JNR, whereby the JNR Fee was earned, was one such project. The only reason why the funds held by Rufus would not be split 50/50 is because, according to Mr Chrysanthou, Mr Younes had said it was necessary that 40% of the JNR Fee had to be paid "off the top", as it were, to certain other consultants who had claimed their own fees. That would leave 60% of the JNR Fee to be shared equally as net profit, making 30% each. Mr Younes would deal with the additional 40% worth of fees to be paid to third parties, hence 70% of the JNR Fee would go to him with 30% going to Mr Chrysanthou. I refer to this as the "70/30 Agreement". As it happens, and according to Mr Chrysanthou, who said that he kept some manuscript notes of the payments made at the time and the balance between him and Mr Younes, the upshot was that Mr Younes has been overpaid by some US$102,000 i.e. he has received something over 70%;

(3) Moreover, according again to Mr Chrysanthou and as set out in his counterclaim there had been put in place some time earlier another partnership project involving the construction of a shopping mall and mosque in Tripoli, Libya whose profits, or at least some of them, were subject to the partnership as between Mr Younes and Mr Chrysanthou. In this regard it is said that Mr Younes has received substantial sums from that project but save for one payment of US$100,000 Mr Chrysanthou has not received anything. Accordingly, he claims an account in respect of the monies received by Mr Younes so that he can obtain his equal share.

7. For his part, Mr Younes denies that there was any such partnership or other agreement to share profits equally from any venture, nor was there any 70/30 Agreement. Accordingly, he rejects both Mr Chrysanthou's account of the deal involving JNR as well as the counterclaim. In respect of the latter, Mr Younes also takes some limitation points.
8. As both counsel have accepted, this trial is essentially concerned with a number of disputes of fact which I have to resolve having regard to the evidence given at trial by the two protagonists and their supporting witnesses and in the light of the substantial documentary evidence. The respective credibility of Mr Younes and Mr Chrysanthou is critically in issue.
9. For reasons which appear below, I do not consider that either of them were wholly reliable witnesses. But the key question is who is to be believed on the matter of the existence of the alleged partnership and the 70/30 agreement. In deciding that question I have to take account not only of the materials referred to above but the consistency or otherwise of their evidence and that of others, and the inherent plausibility or otherwise of their respective cases.
10. I also take into account the fact that both Mr Younes and Mr Chrysanthou have for many years been involved in actual or proposed business dealings where the details of what was agreed may have been opaque (sometimes, no doubt, deliberately so) and where not all agreements were or would be documented, and where efforts were often made to conceal the route or destination of money payments using offshore companies. Further, there can be little doubt that both of them were prepared to engage in significant tax avoidance if not evasion.
11. I should say at this point, although discussed in detail below, that overall I found Mr Younes a clearly more credible and reliable witness on the key points than Mr Chrysanthou notwithstanding some unsatisfactory aspects of the former's evidence. In this regard Mr Chrysanthou's evidence could not be saved by either the evidence of his supporting witnesses (which in the event had their own problems) or the documents which overall clearly favoured Mr Younes' case and not his. That being said, it should further be said at the outset that the conclusion which must follow is Mr Younes' claim succeeds and Mr Chrysanthou's counterclaim fails.

THE EVIDENCE ADDUCED

12. For Mr Younes, I also heard from

(1) Ronald Banks, who had been a General Manager of Mr Younes' nightclub called "Dolce";

(2) Omar Hassanieh, a business associate of Mr Younes;

(3) Selcuk Akat, a Turkish businessman who worked with Mr Younes on the Al-Karima Project;

(4) Mr Rothschild (by video link from Dubai) who dealt with Mr Younes on the JNR Fee and the Rusal project;

(5) Tarek Shadi, who ran a Dubai car dealership called North Coast Trading LLC and who occasionally dealt with Mr Younes;

(6) Daren Morris, a corporate financier who had worked with Mr Rothschild and was also involved in the Rusal project; and

(7) Boris Afram, who worked for Mr Younes at his "Tantra" nightclub in London.

13. For Mr Chrysanthou I heard from

(1) Paul Fraser (by video link from Dubai) a businessman involved in the construction industry who was involved in the Al-Karima Project;

(2) Paul Manning, an accountant who worked with Mr Fraser and who was also involved in the Al-Karima Project;

(3) Tom Trevorrow, a business associate of Mr Chrysanthou and

(4) David Bellingham, another business associate of Mr Chrysanthou.

14. Voluminous documents have been disclosed in this case but apart from a few of them, most have been of tangential assistance at best. This is because none of them record any alleged partnership or indeed any agreement between Mr Younes and Mr Chrysanthou or even directly referring to or evidencing such partnership or agreement. At best, some of them could be said to yield certain inferences although often there was a dispute between the parties as to what could or could not be legitimately inferred.
15. On less central matters, the documents were sometimes of more assistance in testing out particular assertions made by one or other of Mr Younes and Mr Chrysanthou which could have an impact on their overall credibility.
16. I propose to set out below the evidence as to the key matters arising for consideration, after which I will set out my findings of fact before discussing the claim and counterclaim in the light of those findings.

THE EVIDENCE ON THE ISSUES

General background

17. Mr Younes was born in Libya but has dual British and Libyan nationality. He is resident in Dubai but visits London frequently, where he has had various business interests including property and nightclubs.
18. Mr Chrysanthou lives in London. He has strong ties with the Kuwaiti royal family and had looked after some of their business affairs. He also acted as a business analyst.
19. It is common ground that from at least late 2002 until at least 2007 Mr Chrysanthou assisted Mr Younes in respect of the operation of his nightclubs, but he does not suggest that there was any partnership in relation to this. His solicitor's letter dated 7 November 2014 stated that there was a partnership in respect of developing clubs and leisure facilities in London but in evidence Mr Chrysanthou accepted that no such developments actually occurred and he had no partnership claim in respect of the nightclub work which he did do. It was also his evidence (though denied by Mr Younes) that he had found out in 2005 that Mr Younes had in fact had silent partners in the nightclub business which consisted of members of the notorious Adams gangster family and that Mr Younes had failed to disclose this to Mr Chrysanthou years earlier. He said that he considered that Mr Younes had misled him.
20. Mr Chrysanthou's case for most of the trial was that he was never paid anything by Dolce other than his expenses although he had previously received a small retainer in respect of the other clubs from their operating companies. But he later said that in fact he had also been paid a few thousand pounds by Dolce at the start.
21. There was some evidence from Mr Banks and Mr Afram about the respective roles of Mr Younes and Mr Chrysanthou having regard to the nightclubs, largely to the effect that the dominant person from the point of view of the business was Mr Younes. But since Mr Chrysanthou does not contend that the nightclubs were part of the partnership anyway, this is not very relevant.

The making of the partnership agreement

22. Even making allowances for the world in which they operated, the partnership agreement as alleged by Mr Chrysanthou is remarkably vague. Not only is it not referred to or evidenced in any document but in his Witness Statement all he said was that "… In 2003/2004… We agreed to pursue business opportunities together… On terms that if either of us secured a business opportunity we should share the profits equally unless otherwise agreed… And regardless of which of us had secured that business opportunity or acted as the lead". He could not say which of them had proposed the partnership initially. The thrust of paragraph 6-7 of his Witness Statement was that Mr Younes had extensive business contacts in Libya including a close business relationship with Saif Gaddafi (the son of the late Muammar Gadaffi) who was himself a very influential figure in the Libyan business world, and Mr Younes would find business opportunities including companies who would be interested in investing in Libya. There was nothing to suggest that part of the deal involved Mr Chrysanthou's ability to influence figures in the Kuwait business community for the benefit of Mr Younes and/or himself. Indeed, on Mr Chrysanthou's own evidence, as at the time of the making of the partnership he was winding down his activities in relation to the Kuwaiti royal family. Although he was concerned with the flotation of the Sports Cafe on the AIM market he did not suggest that he had any extensive experience in obtaining international business opportunities. Indeed he said that although members of the Kuwaiti royal family would often offer him money, he would usually decline but occasionally accepted it in order to pay his travel and other expenses.
23. In response to questions from the Court at the end of the evidence, he said that the partnership agreement had evolved over a series of meetings in London although he still could not say whether this was 2003 or 2004. He added that having finally made the agreement, they both shook hands and indeed embraced each other.
24. The alleged partnership had two particularly odd features, apart from its general lack of any detailed terms. First, it did not matter who did what for any particular venture-if successful both would share the profits equally. There was no obligation on either party to put any money into the partnership at any stage or to do any particular work, and in fact Mr Chrysanthou would have been entitled to keep separate his business with the Kuwaiti royal family.
25. Secondly, each party would bear expenses themselves so that if money was spent on trying to secure a deal which did not come to fruition, there was no right to share them. Indeed, it is Mr Chrysanthou's case that despite all their efforts, over the 11 year period from 2003 to 2014 when the partnership (if any) was dissolved, there were only two ventures which succeeded at all and they were the ones in issue in these proceedings i.e. the Rusal Project and the Al-Karima Project.
26. Mr Chrysanthou agreed that he spent substantial sums of money travelling around the world looking for opportunities for the partnership but he never asked Mr Younes for a contribution. Nor did he keep a note of what those expenses were.
27. Mr Chrysanthou said that although it might seem odd, he was content with the position and trusted Mr Younes so he took no steps to record anything. This was something of a contrast to the work he did in respect of the Rusal Project and in particular the JNR Fee where he seemed to be meticulous in arranging the relevant documents. Furthermore, by 2005, Mr Chrysanthou had on his evidence, made the discovery about Mr Younes' undisclosed contact with the gangster family but this neither caused Mr Chrysanthou to make some record of the agreement between them or to walk away altogether. Instead he said he accepted Mr Younes' excuses which were that he did not want to disclose the association to Mr Chrysanthou at the outset for fear of damaging the latter's reputation, and he did not expect that the association would have come out. Further, Mr Chrysanthou said that despite this he still felt very close to Mr Younes. I did not find those answers convincing.
28. Later on, as we shall see, Mr Chrysanthou said that he became aware of serious financial allegations against Mr Younes in respect of the Al-Karima Project and yet he kept on dealing with him and acceding to his requests for further substantial sums to be paid out of the Rufus accounts. Moreover, he also said in evidence that as the years went on, he had thought about documenting the agreement but then, by 2012 when the Al-Karima Project allegations had been around for some time as against Mr Younes, he was not sure he wanted to do this because that would entail a serious commitment to Mr Younes. But that rather begs the question as to what the true nature of the agreement was up to that point. By now, he said there was a large question mark over whether Mr Younes had defrauded him and others out of millions. At the same time, and as it emerged in cross-examination, Mr Chrysanthou had used all or most of some US$760,000 withdrawn from the Rufus accounts for an investment in procuring distribution rights for the sale of LED lighting in Kuwait and which, although his own money (on his case as to the partnership) he wanted to develop into a partnership opportunity.
29. It is worth noting a little more about this. The bank records show (and Mr Chrysanthou accepts) that in May, June and August 2012 the US$760,000 was paid to him via his solicitors and then most of it ended up in Kuwait. On Mr Chrysanthou's case, this was his money. He said that it was held for him in bank accounts belonging to the Kuwaiti royal family for the prospective venture referred to above.
30. He said that he had in fact offered the opportunity to Mr Younes so as to try and develop a similar business in Qatar but nothing came of it. He said that the US$760,000 had now all gone without any distribution business in Kuwait actually taking off. But later he said that at the time of sending the money to Kuwait although it came from his share, it was a "joint enterprise for us" and yet he did not mention it to Mr Younes at the time. The reason was because he saw it as speculation on his part and he alone would take the risk but he was still working towards this as a partnership project.
31. I have to say that I found all of this very implausible and it was certainly a very odd way to be conducting partnership business. When one considers the Rufus accounts in context below, I am quite sure that in truth, Mr Chrysanthou was going to do what he himself wanted with this money but he did not want Mr Younes to be aware of the transfers at the time. Now that it has emerged in evidence, he has tried to give it credence as a potential partnership project but that simply led to the confused evidence referred to above. Moreover, it was an extremely strange thing to do if by then he was sure that his partner had defrauded him over the Al-Karima Project.
32. There is a postscript to this matter. After Mr Chrysanthou first gave evidence about most of the US$760,000 ending up in Kuwait and being kept for him by the Royal family, Mr Younes made contact by text (at the suggestion of his solicitor) to a member of the Royal family. What Mr Younes then chose to say was that he wanted to speak with him urgently because Mr Chrysanthou was using their name in court and it could damage them. The person concerned did not respond to that invitation but copied the text to Mr Chrysanthou through his son in which he said that he laughed at it and knew his (i.e. Mr Younes') story. The text sent by Mr Younes might now be regarded as somewhat foolish and it certainly has not achieved anything - but on the other hand, it does not really amount to adverse evidence against him on the partnership issue or on his credibility generally.

Evidence of other witnesses as to the partnership

33. I preface this by saying that it is plain that both Mr Younes and Mr Chrysanthou did try to get some business opportunities off the ground and they were both involved along with others - this succeeded in the case of the Rusal project and might have done in the end in the case of the Al-Karima Project. But this does not mean that they were partners. Moreover, since the evidence generally shows that Mr Younes was obviously the dominant party with Mr Chrysanthou more often than not playing the role of informal lawyer or factotum, while this is commercially inconsistent with a partnership, it does admit of the possibility that Mr Chrysanthou was prepared to work for or with Mr Younes on the footing that if something came to fruition, he would get a reward of some kind. Whether any such ad hoc arrangement would or could have been legally binding does not matter here because Mr Chrysanthou has tied his legal and factual case to an equal partnership or a contract to the same effect and nothing else.
34. But what it does mean is that I can see that on occasion, they might well describe themselves to others as partners especially when promoting an opportunity or an idea together but without it being any real evidence of an actual partnership.
35. Thus Mr Bellingham, who was involved in a possible deal (which did not come to anything) said that there were a total of three meetings in 2005, two at hotels and one at a nearby restaurant where Mr Chrysanthou introduced Mr Younes as "his partner" and Mr Younes did not object. However, Mr Bellingham also said in evidence that he knew that they both had a partnership in a nightclub called Tantra because Mr Chrysanthou had mentioned it. But in fact, as stated above, there was no such partnership there.
36. Further, in relation to one of the meetings which had a considerable number of delegates, Mr Younes and Mr Chrysanthou were not there described as partners or a partnership but rather as representatives of Mr Bellingham's company Poseidon Maritime Consultancy even though they did not work for it.
37. So I do not think that Mr Bellingham's evidence takes the matter much further.
38. There was also the evidence of Mr Trevorrow. I regret to say that although his witness statement claimed that he wanted to know that both of them were partners and both told him so on several occasions, his oral evidence was hopeless on the point. First, it is clear that his emails and somewhat evasive answers in court showed that he wished to convey the misleading impression that he was a qualified corporate lawyer when in fact he was nothing of the kind. He had simply studied law as part of a degree in commerce. So that counts against his credibility. And then, when some of his own documents were put to him he had to concede that they suggested that he did not in fact regard them as partners at the time at all.
39. There was also the more substantial evidence of Mr Fraser who had been involved in the Al-Karima Project. I discuss his evidence in more detail below. However, part of his evidence was that he was told that Mr Younes and Mr Chrysanthou were partners in about 2007. First, he said that Mr Trevorrow had told him this but that of course is hearsay and counts for very little given Mr Trevorrow's own evidence. But he also said that Mr Younes had told him the same thing which Mr Younes denies and he maintained that account in evidence.
40. Nonetheless, there are difficulties with other aspects of Mr Fraser's evidence explained below, and which impact upon his credibility here. I do not regard those other matters as merely peripheral.
41. Finally, there is the evidence of Mr Manning who says that among other things Mr Fraser had told him that Mr Younes was Mr Chrysanthou's business partner. He also points out that at a particular meeting in London where Mr Fraser, Mr Manning and Mr Chrysanthou were present (see below) Mr Fraser swore at Mr Chrysanthou and specifically referred to Mr Younes as Mr Chrysanthou's partner and Mr Chrysanthou did not dispute this.
42. That again is hearsay but Mr Staunton submits that if one puts the evidence of all these three witnesses together, Mr Fraser must have been told by Mr Younes and/or Mr Trevorrow that they were partners otherwise why tell Mr Manning? I follow all of that but again, there is a difficulty with Mr Manning's evidence on other points discussed below because it conflicts on material points with Mr Fraser's. Moreover, Mr Chrysanthou may indeed have been happy to be referred to as Mr Younes' partner or at least not inclined to deny it.
43. Given that most of the evidence above is hearsay and is unassisted by any contemporaneous documents, I do not consider that any real weight can be placed on these accounts whether collectively or separately.
44. As for Mr Younes' witnesses, Mr Banks and Mr Afram do not really add much beyond saying that they saw Mr Younes as the dominant party and certainly not as a partner since the context was the nightclub business. There is some assistance to be gained from the evidence of Mr Hassanieh who saw Mr Chrysanthou (in a different context - a potential deal with an Indonesian client) as a "completer" and not a partner.
45. There is then the evidence of Mr Rothschild who I regarded generally as a straightforward and reliable witness. His dealings with Mr Younes were some time ago and it was not suggested that he now had any particular reason, financial or otherwise, to give false evidence on his behalf. In his dealings with Mr Chrysanthou on the Rusal Project, he was introduced by Mr Younes as someone who looked after his interests not as a partner. Mr Rothschild's view of him was as a functionary. I deal further with aspects of Mr Rothschild's evidence below.
46. Overall, therefore, I do not consider that the witness evidence referred to above really advances the resolution of whether there was indeed a partnership or not. Certainly, it does not amount to any real support for Mr Chrysanthou's case.

The Rusal Deal

47. It is common ground that in early 2009 Mr Rothschild through his company JNR Limited was engaged by Rusal to gain access to the Libyan investment market. The relevant entity in Libya was the LIA with which Mr Younes had good connections.
48. Accordingly, Mr Rothschild, who already knew Mr Younes, approached him to assist and obviously in return he would be paid a fee.
49. On 14 April 2009 JNR entered into a Placing Agreement with Rusal in order to obtain the placement of US$2bn of securities in Rusal. In the course of 2009 Mr Chrysanthou worked with JNR in order to draft an agreement for the benefit of Mr Younes. It was never suggested by anyone that JNR should be contracting with both Mr Younes and Mr Chrysanthou as partners.
50. In the meantime, Mr Younes was working with his contacts in Libya including Mr Gaddafi to bring about the involvement of the LIA. By early 2010 this was on the cards and in February 2010 the LIA agreed to invest US$300m in Rusal. By around the same time it had been agreed between Mr Rothschild and Mr Younes that his fee would be US$6.379m. The origin of this very precise figure is not clear. Mr Rothschild said it was based on a percentage of JNR's own fee, to be paid by Rusal, while Mr Younes could not recall how it was arrived at but simply said that he was informed of it by Mr Rothschild and it was acceptable. I am sure that there was more to it than that and Mr Younes was being somewhat coy, but it does not matter because all parties agree that this was the fee payable not least because it was stated in the written agreement made between JNR and Rufus on 2 March 2010.
51. There is an issue as to why Rufus was chosen as the vehicle to receive the JNR Fee. It was a company incorporated by Mr Chrysanthou who became its sole shareholder and director. That, in and of itself, does not militate in favour of the partnership allegation. This is because on Mr Chrysanthou's own evidence, he expected that Mr Younes would have chosen one of his own existing offshore companies (for example Pinewood Overseas Ventures) to be the other contracting party and receive the fee, Mr Chrysanthou, trusting Mr Younes to ensure that Mr Chrysanthou would receive his share of the fee in due course. It was only when it became clear that Mr Younes would not be using one of his own companies that Mr Chrysanthou set up Rufus. On any view, Rufus was not to be the beneficial owner of the money because the true beneficial owners would be either Mr Chrysanthou and Mr Younes or Mr Younes alone.
52. Moreover, while Mr Chrysanthou was the contact point for the drafting of documents from Mr Younes' side it is plain that the real "performer" was Mr Younes and Mr Chrysanthou does not suggest otherwise. Of course, on Mr Chrysanthou's case, this did not matter much since he was entitled to 50% of Mr Younes' fee anyway regardless of the work which he did or did not do.
53. However, in relation to the payments out of the Rufus bank accounts, there is a problem for Mr Chrysanthou's partnership case because, by the time of the dispute, far more than 50% had been paid out to or for the benefit of Mr Younes and the only person in control of those accounts was Mr Chrysanthou.
54. Mr Chrysanthou's explanation (as summarised above) is this: Mr Younes had told him prior to receipt of the JNR Fee that he had to make certain payments to third parties in connection with the underlying LIA-Rusal transaction in exchange for their assistance in bringing it about at the Libyan end. Mr Younes apparently said that he would need 40% of the Fee for that purpose. Thus the net profit as it were was 60% of the fee. This would be shared equally between Mr Younes and Mr Chrysanthou so they would each get 30%. But since Mr Younes would also be handling the payment to the third parties he would therefore be entitled to 70% of the Fee and Mr Chrysanthou 30%. I have referred to this above as the 70/30 agreement.
55. Mr Younes rejects that alleged agreement and says that it has been raised falsely because (more or less) the money which Mr Chrysanthou says has been paid to or for Mr Younes is indeed a little over 70% of the fee. So unless the was an agreement of this kind, Mr Chrysanthou had knowingly paid Mr Younes far more than he was entitled to on the basis of a 50/50 partnership.
56. The 70/30 agreement is entirely undocumented. Mr Chrysanthou says that it was made between them after a dinner attended by Mr Gaddafi, Mr Deripaska and Mr Younes, when the underlying investment was agreed or agreed in principle and when it could be known how much was needed to go to the third parties by way of fees which in turn depended on Mr Rothschild. The latter agreed the relevant sums only at the 11^th hour. So all of that was or would have been close to March 2010. However that evidence is contradicted by Mr Chrysanthou's solicitor's letter responding to the letter before action. There it is alleged that the 70/30 agreement was made before the dinner in late 2009. In the circumstances and given the importance of this agreement, that is a significant inconsistency.
57. One might have thought that regardless of whether the JNR Fee was intended to stay with Rufus for a long or a short time, the simplest course would have been for Mr Chrysanthou to take his 30% and put it in a separate account maintained by Rufus or in his own bank account or that of another entity. On Mr Younes' case there was no need for that, since he was entitled to all the fee anyway and Mr Chrysanthou was simply holding it for him.
58. It is true that Mr Younes' own evidence about why Rufus was ultimately used as a vehicle is not very satisfactory. He says that he did not wish it to be obvious (to Mr Gaddafi and others in Libya) that he was getting a fee (indirectly) from Rusal for his trouble although he also said that Mr Gaddafi would probably guess anyway. However he could still have distanced himself by using one of his existing offshore companies. Moreover, as we shall see, he received some payments in his own name anyway although they tended to be in more modest amounts. Nonetheless, the truth about all of this does not really matter. That is because it is not part of Mr Chrysanthou's case that his own company was chosen in order to reflect his beneficial interest in the monies.
59. As to the operation of the Rufus accounts, Mr Chrysanthou has now produced all of the relevant statements. They show a number of payments made directly to Mr Younes or third parties which can therefore (on Mr Chrysanthou's case) easily be attributed to Mr Younes and form part of a running total of payments in respect of his 70% share. However, Mr Chrysanthou also says that he withdrew a great deal of cash from the accounts and from the cash withdrawn, he made many cash payments to Mr Younes in London at his request, and he also used some of the cash to pay Mr Younes' credit card bills.
60. In evidence, the question then arose as to how Mr Chrysanthou could have known, when preparing his payment schedules for the purpose of these proceedings, originally produced in around December 2014, how much cash was actually paid to Mr Younes and how much he kept himself. Although not referred to in his Witness Statement, Mr Chrysanthou said that at the time, he made manuscript notes of the cash payments to Mr Younes on the basis of which he produced the relevant payment spreadsheets which his solicitors then used for the purpose of the action. He also said that he gave these manuscript notes to his solicitors along with a collection of files. The notes would show the cash payments to Mr Younes along with a running balance. However his solicitors maintain that they never received them. So if these notes ever existed, they are not before the court.
61. Even without considering the other evidence which affects Mr Chrysanthou's credibility, it is plain to me that he was making up this evidence as he was going along and then fell into difficulties once he said (as he had to) that he did not have the notes any more but that his solicitors did.
62. As a further embellishment, Mr Chrysanthou also said that he had been able to write his handwritten notes with particular amounts on them because when he withdrew the cash from the machine initially, he would write on the envelope containing the cash how much would be going to Mr Younes. Once he had transferred that sum from the envelope to the notebook, the envelope could be safely discarded, as he says it was.
63. The irony of all of this is that when one looks at the cash payment records produced it appears that there may have been more than one withdrawal on a particular day and the entirety of one withdrawal would tend to go to Mr Younes on Mr Chrysanthou's case. Based on his own bank records, there appear to be few if any cases where Mr Chrysanthou actually contends in his schedule that he retained part of one withdrawal and gave the rest to Mr Younes. So the record-keeping exercise could not have been simpler. What he appears to have done in fact is simply to go through the debits on his own bank statements at times when money would have been transferred into his account from the Rufus account and then decide which cash was to be attributed to Mr Younes and which was not.
64. As for the Rufus accounts themselves, the total of the Fee had been used up by the end of 2014. Since Mr Younes was not a signatory to those accounts he did not receive any bank statements in his own right and Mr Chrysanthou said that he usually accessed those statements online. I do not think that Mr Younes was much bothered about the statements in the first few months. Mr Chrysanthou after all made the payments he requested and he clearly did not want the Fee paid over to him entirely at the outset and was happy for it to be kept out of sight, as it were, in Rufus.
65. Mr Chrysanthou has asserted that in fact he supplied Mr Younes regularly with statements. There is no independent evidence of this and no documents which refer to this happening save in respect of one statement in October 2010. That was sent by email attachment and is included in the bundle. When Mr Chrysanthou was asked why there were no more copy emails if, as he says, he supplied them regularly to Mr Younes, he said that after this email they decided that he should provide them to him in hardcopy whenever they met in London and he did so. That makes little sense if they could have been conveniently supplied by email and I reject Mr Chrysanthou's evidence on this point.
66. By late 2011 Mr Younes wanted sight of the bank statements. This is clear from some text messages between them which have been produced in evidence. However, Mr Chrysanthou refused to provide them, Mr Younes having protested that to date, he had only received one the previous year i.e. 2010 (a point not denied by Mr Chrysanthou in any text at the time and consistent with my finding above). It seems from the texts that at some point Mr Younes had wanted to have copies of the statements to show third parties. Mr Chrysanthou was not happy about this and so Mr Younes said that in that case they could meet in London and Mr Chrysanthou could simply show them to Mr Younes. But Mr Chrysanthou still refused. In cross-examination, his explanation of that refusal to let his partner see the bank accounts for the single partnership asset was that it was not appropriate since Mr Younes had originally wanted to show them to third parties. And the fact that Mr Younes was now giving way on this point made no difference. It was now all too late and Mr Chrysanthou was not obliged to show the statements to him. All of that evidence is absurd in my view.
67. In response to a further suggestion apparently made by Mr Chrysanthou at the time that there were difficulties in transferring large sums to Mr Younes because it was a bank account affected by the Cypriot banking crisis, Mr Younes said that the best thing then would be to transfer the shares in Rufus to him and then he could control the bank account. There is an email from Mr Chrysanthou saying that he would contact lawyers to sort out the transfer but he never did. In fact, of course, ordinary company formation agents could have dealt with the necessary share transfer and change of directorship forms. In addition, if there was the alleged partnership and 70/30 agreement and Mr Younes had already got all that he was entitled to, it is hard to see why Mr Chrysanthou apparently agreed even in principle to transfer ownership of Rufus.
68. Finally, on this point, it is correct that Mr Chrysanthou did appear in the texts to offer to pay to Mr Younes the balance of the money. Mr Younes refused because he wanted to see what was in the account. From an alleged partner that was a reasonable request. It is also true that in one of the texts at this time, September 2011, Mr Chrysanthou said that he would "tt urs to ur comp by same contact in Panama". It is suggested that "urs" must have meant Mr Younes' share as opposed to Mr Chrysanthou's. However, that reference is inconclusive in my view. It could equally mean his money. In fact, later on there is a reference by Mr Chrysanthou to "ur fee" and that might be thought to suggest that the fee was entirely Mr Younes'. So the texts do not help much in my view.
69. There is a further point. Certainly by 2011 (and indeed from sometime earlier) on Mr Chrysanthou's account he had become aware that Mr Younes had been defrauding him of monies due to him as partner from the Al-Karima Project and indeed had defrauded the project itself. In those circumstances, if that was true, one imagines that the last thing that Mr Chrysanthou would offer would be to pay out further monies.
70. In addition, according to Mr Rothschild, he was told in around September 2014 by Mr Younes of the problems he was having with Mr Chrysanthou over the Rufus monies. He had recently texted Mr Chrysanthou and the latter had replied to say that he was unable to speak because of an operation in hospital. Mr Rothschild found that suspicious and called Mr Chrysanthou on another phone and he picked it up at once and was able to speak. Over the course of 2 telephone conversations during which Mr Rothschild said that he would act as a mediator between them, Mr Chrysanthou told him that all the money other than that received by Mr Younes had been lost in the Cypriot banking crisis. If Mr Chrysanthou had said that, it was manifestly untrue given the payments made to him or for his benefit as shown in the bank statements.
71. Mr Younes' account of these conversations was that Mr Chrysanthou admitted that he had lost hundreds of thousands of Mr Younes' money because of the banking crisis and in fact then broke down in tears. Both Mr Younes and Mr Rothschild say that Mr Chrysanthou never at that stage suggested to them that he was entitled to any part of the money whether as a partner or otherwise.
72. Mr Staunton submitted that this evidence was unreliable because the accounts of both Mr Younes and Mr Rothschild changed somewhat about the sequence of the telephone calls, who held the phone and so on. I do not regard this as a significant point. Moreover, this evidence about the calls to Mr Chrysanthou had been already raised in the letter before action dated 24 September 2014 i.e. shortly after the telephone calls. The letter refers to Mr Chrysanthou's telephone admissions in two places albeit putting the date at 28^th August. Mr Chrysanthou's solicitor's letter in reply dated 7 November 2014 accepted that there had been a telephone call at which Mr Chrysanthou had agreed to meet with Mr Younes together with a full set of bank statements but denied any confession. However the letter added that "as part of the conversation, our clients asked rhetorically whether if he had caused your client any loss, what did your client want him to do." I regard that as a very unconvincing gloss.
73. Although in evidence Mr Chrysanthou denied the confession, in my judgment he did make an admission about the loss. I see no reason not to accept the evidence of Mr Rothschild here as corroborating that of Mr Younes.
74. Mr Rothschild also said that a short time after that conversation, he received a call from Mr Chrysanthou to say that he was aware that Mr Younes was going to sue him. Mr Chrysanthou said that if he did, he would use the legal process to smear Mr Rothschild and cause as much embarrassment to him and his family as possible. Mr Rothschild replied that he did not believe him and would not be intimidated. Having seen and heard his evidence about this in court maintaining that account, I take the view that this was genuine and correct evidence and I reject Mr Chrysanthou's denial of it.
75. All in all, and taken by itself, I consider that Mr Chrysanthou's evidence of the conduct of the Rufus accounts and the alleged 70/30 is simply untrue. It has been assembled by him no doubt after much thought so as to square with the partnership allegation but in the end, it unravelled.

Documents bearing upon the partnership issue

76. A number of documents indicate the dominant role of Mr Younes as opposed to any partnership. For example, when Mr Chrysanthou writes to Mr Younes about an unhelpful email from an oil company on 12 August 2005 he asks him what do "you want to do". On 24 July 2008 he emailed Mr Younes and asks what success fee "you want" in relation to another potential deal. In a text dated 2 April 2012 he referred to what percentage success fee "you would get". Finally, an email in a similar vein relating to the Rusal deal was sent by Mr Chrysanthou to Mr Younes on 5 October 2009.
77. There is little or no documentary evidence giving a contrary impression. It is correct that in August 2009 it seems that a property agent Mr Weir, understood that his clients were both Mr Younes and Mr Chrysanthou who were going to form a new company to take the lease being assigned. It is not clear that such a company was ever incorporated and it is not possible to say any more since this point was not put to Mr Younes in cross- examination and there is no detailed evidence about it. In those circumstances little can be taken from it.
78. In addition, there is a letter to China Railways dated 14 January 2008 and signed my Mr Chrysanthou as CEO of Daraj Holdings, one of Mr Younes' companies. And on 9 November 2008 Mr Younes and Mr Chrysanthou signed an agency agreement on behalf of that company as "chairman" and "CEO" respectively. That would suggest that Mr Chrysanthou had a senior role to play. Mr Younes said that he was not in fact a CEO and it is true that there is no independent evidence to show that he was but Mr Younes' evidence was unclear as to how or why he signed like that. Mr Chrysanthou also had a business card for Daraj Holdings although it did not describe him as CEO. Indeed that business card did not describe him as having any particular role at all.
79. I think the truth is that Mr Chrysanthou would be portrayed in whatever way Mr Younes thought helpful to portray him. In the same way, Mr Chrysanthou drafted up a biography of Mr Younes for business purposes. It said that Mr Younes had established Daraj Holdings but also Al Motameyeza Construction and Trading ("Al Motameyeza"). The latter was not in fact his company but rather his brother's. The text of this was specifically sent to Mr Younes to approve by Mr Chrysanthou and he did. I do not accept Mr Younes' evidence that this was a mere oversight or insignificant. I think that in truth he was prepared to exaggerate his own business activities where necessary and Mr Chrysanthou was prepared to assist him.
80. But all of that said, it remains the case that there is simply no document which comes even close to being significant corroborative evidence of the partnership allegation and many documents point the other way.

The US$100,000

81. In my judgment the single most important piece of evidence, potentially, against Mr Younes and in favour of the partnership claim is the fact that on 4 April 2008 Mr Younes transferred to Mr Chrysanthou US$100,000. The money had in fact come out of the bank account in Turkey of Pan Avrasya Engineering and Construction Industry and Commerce Limited Company (" Pan Avrasya") which was the main corporate vehicle for the Al-Karima Project. Mr Chrysanthou says that the money was given to him after he had asked Mr Younes when they could expect some money out of this project to which they would both be entitled (on Mr Chrysanthou's case as a partnership). Mr Younes said that they would have to wait some time to see if the project made a profit but in the meantime he could give him a payment on account of his share and that was the US$100,000.
82. Mr Younes' evidence on this was not that it was a payment due to Mr Chrysanthou from any agreement; rather he said that Mr Chrysanthou had asked him for it because he had got into arrears with his mortgage in London and needed a substantial sum. Mr Younes was happy to give it to him just as he had given him money from time to time in the past-recognising that Mr Chrysanthou had given him assistance in various ways. Mr Chrysanthou in turn rejected that suggestion, saying that his mortgage was never in arrears although no mortgage statements have been produced; admittedly they related to many years ago in 2008. However Mr Younes' evidence about Mr Chrysanthou's need for money is not wholly implausible. In evidence Mr Chrysanthou admitted that he had had financial difficulties and indeed at some points his wife's parents had helped out with the mortgage. Indeed, putting to one side the Rusal Project which only emerged later, in 2010, and as he accepted in evidence, he really did not have much income in 2008. Dolce had closed down in March of that year and none of the other many projects which he said he was involved in had come to anything. From time to time he would get a payment from the Kuwaiti royal family but that was about it.
83. However there is this further evidence on the topic. According to Mr Fraser, at paragraph 25 of his Witness Statement and as maintained in cross-examination, he met Mr Chrysanthou together with Mr Manning in London. He asked Mr Chrysanthou in 2010 whether he had any knowledge of transfers from the Pan Avrasya bank account and he said that he had not. When asked if he had received any funds from Pan Avrasya he said that Mr Younes had given him US$100,000 and that initially he had told him that it was too early for anyone to take a share of profits.
84. It was put to Mr Fraser that in fact what happened was that it was Mr Fraser who put to Mr Chrysanthou that he had received $100,000 from the project. Mr Fraser denied that but accepted, as he had to, that he had on 22 September 2009 received from the Turkish lawyer Mr Ilica a schedule of payments out from the Pan Avrasya bank account, one of which showed a transfer to Mr Chrysanthou of $100,000. Although in evidence he said that he could not recall how closely he read this document or whether it was still in his mind in 2010, I consider this unlikely. He was at the time investigating what he had been told were serious defalcations in Pan Avrasya's finances and he had specific information on payments out. So I think it is probably more likely that he specifically put this point to Mr Chrysanthou. As to whether Mr Chrysanthou then simply agreed there is a further difficulty. This is because in his evidence, Mr Manning, clearly referring to the same meeting, said that at a meeting attended by Mr Fraser, Mr Chrysanthou and himself at a hotel near Hyde Park, it was the other way round. Mr Fraser had indeed accused Mr Chrysanthou of having taken money from the project but then Mr Chrysanthou denied it and said that it came from other projects. That casts very serious doubt on Mr Chrysanthou's own account of the conversation. Of course it is true that the source of the money was the Pan Avrasya account in any event; but that is not the question so much as why it was paid out by Mr Younes to Mr Chrysanthou. Accordingly it is not established in my view that Mr Chrysanthou did say that he had money from the project given Mr Manning's evidence. But even if he had, if that is all he said it does not follow that it was a payment on account of a profit share as partner. Mr Younes could have given money to Mr Chrysanthou as he said and the source of it is irrelevant.
85. Mr Younes was asked whether when he sought Mr Akat's approval for the US$100,000 transfer to Mr Chrysanthou, he told Mr Akat that it was to pay Mr Chrysanthou's mortgage. He said that he did not tell him (or give him any other reason) and there was no obligation on him to do so because Mr Younes was owed the money as part of his fee. That seems entirely plausible to me. I do not think that there is anything in the point that it is very odd that Mr Younes could now remember that he did not explain the reason to Mr Akat if on the face of it he was not obliged to.
86. I am therefore not prepared to conclude that this was a payment not only made from Pan Avrasya but one which was explicitly made by Mr Younes to Mr Chrysanthou as an advance payment on a partnership profit share.
87. Rather I conclude that it was a payment made by Mr Younes to Mr Chrysanthou to help the latter out in a difficult financial situation.
88. It is submitted that because there was apparently no "thank you" text from Mr Chrysanthou following the transfer, that must be because Mr Chrysanthou was in fact entitled to it. I think that is far too much to read into the texts (insofar as we have a complete set) and I do not do so.

Why would Mr Chrysanthou work for nothing?

89. It is said on behalf of Mr Chrysanthou that the absence of the partnership agreement is implausible because that would mean he was working for nothing. In particular he would not have done the work that he did on the Rusal deal and the Al-Karima Project for nothing.
90. I see the force of that point; however,

(1) it remains the case from the evidence overall and the documents that Mr Chrysanthou tended to act as Mr Younes' factotum;

(2) on the Rusal deal itself, although Mr Chrysanthou attended meetings and dealt with the paperwork, he was not instrumental in bringing LIA to Rusal, Mr Younes was;

(3) if there was to be some sort of payment it would surely be much more modest than a partnership remuneration especially on the odd basis put forward here;

(4) Mr Younes had given Mr Chrysanthou money before and had Mr Chrysanthou asked for further money (as he had asked for the US$100,000 in 2008) he might well have got something. After all, according to Mr Chrysanthou, at all times he regarded Mr Younes "like a brother";

(5) there may well have been a strong expectation on Mr Chrysanthou's part that he would be rewarded in some way for his efforts after the Rusal deal but that is not the same as an agreement, let alone the alleged partnership agreement.

The Al-Karima Project

91. Before turning to the evidence, it is necessary to say something more about the counterclaim which is based on this. It is founded upon the same underlying allegation of partnership. And on Mr Chrysanthou's case, he knew certainly by 2012 if not earlier that Mr Younes had deprived him of a substantial profit share. Yet there is no evidence of any complaint to this effect prior to Mr Younes intimating his own claim for the outstanding Rufus monies in late 2014. Only in response to that was this counterclaim intimated.
92. Equally remarkably, Mr Chrysanthou did not take the opportunity to exert some financial leverage over Mr Younes in 2011 or earlier in 2012 (which he undoubtedly had in respect of the Rufus monies) in order to achieve some sort of compensation for Mr Younes' defaults on the Al-Karima Project.
93. As to the Al-Karima Project itself, it is important to note that Mr Younes' case is that he never was a shareholder in the ultimate operating company which was Pan Avrasya although he was a director. His case rather is that he was entitled to a consultancy fee and took a relatively small part of it only.
94. It is alleged by Mr Chrysanthou that it had been agreed that Mr Akat Senior would hold 50% of the shares in that company, 25% of which were to be held on behalf of Mr Younes and Mr Chrysanthou so that they would each have an effective 12.5% share. And if the project succeeded and made a profit then they would each obtain 12.5% of the profit (assuming, perhaps ambitiously, that there would be an immediate dividend to shareholders of the entire distributable profits). The counterclaim goes on to allege that Mr Younes procured a large number of improper payments from Pan Avrasya for his own benefit, thereby indirectly defrauding Pan Avrasya and Mr Chrysanthou. It is then said that Mr Younes had actually taken Mr Chrysanthou's 12.5% share of the profit or that in any event, he owes Mr Chrysanthou 12.5% of that profit. It is then said that there was a profit of US$33m and so Mr Younes now owes Mr Chrysanthou US$4.125m.
95. Put like this, the counterclaim is unclear because part of the allegations seem more appropriate to have been brought by the company (which would have had the obligation to pay dividends to Mr Chrysanthou not Mr Younes) and the company is not a party.
96. In fact, and notwithstanding the apparent complexity of the counterclaim and various written submissions made by counsel following the trial, it is plain to me that the only realistic partnership-based claim which could have any foundation in fact is the one which contends that Mr Younes claimed an arrangement fee (as he accepts) and that whatever he received, Mr Chrysanthou should have half. Since, as will be shown, the documentary evidence and some concessions made by Mr Younes demonstrates that at best he might have taken out from Pan Avrasya for his own purposes about US$800,000 Mr Chrysanthou's real claim at best is about US$400,000.
97. It was also said that if (as is Mr Younes' case) he agreed a 10% arrangement fee (worth about US$3m had the project successfully made a profit) with Mr Akat Senior on behalf of Pan Avrasya orally and not documented at all, it renders more plausible the notion that Mr Younes and Mr Chrysanthou could have made an oral partnership agreement also. I see that, but the point only goes so far since the arrangement fee agreement here was certain and simple and a one-off transaction. The alleged partnership was not, in my view.

Background Facts

98. It is common ground that in early 2007 Mr Younes became aware of an opportunity to become involved in the construction of a shopping centre and other buildings, together with a mosque, in Tripoli called the Al-Karima Market Complex. To that end Mr Younes needed to put forward a building contractor who could tender for the project. Mr Chrysanthou suggested Mr Fraser who had a "fast-build" company called Panceltica QBC, a Qatari company (" Panceltica").
99. Mr Fraser was initially interested and made a visit so as to prepare a preliminary costing. According to him, he made an initial cost estimate of US$9-10m and would have proposed a price of $15m. Mr Younes then suggested to him that he should double the price because the Libyan employer would pay a much larger sum anyway and had the funds for it. I do not doubt that Mr Younes may have been capable of suggesting an uplift to a contractor like Mr Fraser although I think that the amount of uplift as suggested by Mr Fraser is somewhat far-fetched. Mr Younes denied suggesting any uplift, genuinely so, I thought, when giving evidence on the point. But the point does not go very far since despite his apparent concern at this Mr Fraser was in fact prepared to go ahead on the improper basis that he says had been suggested to him.
100. According to Mr Fraser, what he then decided to do in the light of the unusual circumstances of the deal and the risks of doing business for the first time in Libya, was not to use his regular company, Panceltica, as the contractor but rather a newly established Turkish company being a special purpose vehicle for the Al-Karima Project. This was Pan Avrasya.
101. Mr Younes' account is slightly different in that he says that Panceltica was in fact overextended and could not have fulfilled the contract itself anyway. Instead, therefore, Mr Fraser asked whether he could introduced a Mr Saif Akat (" Mr Akat Senior") to Mr Younes, who could negotiate for the contract instead of him, on the footing that a new company would be incorporated to act as contractor i.e. Pan Avrasya.
102. Mr Younes' evidence is that he then agreed orally with Mr Akat Senior that if the project went through he would receive a 10% commission for having helped Pan Avrasya to secure the contract with the ultimate Libyan employer being the Organisation for Development of Administration Centres (" ODAC") with which Mr Saif Gaddafi was connected. The building contract was duly entered into on 29 July 2007. The contract price was just over US$30m to be drawn down by instalments pursuant to a letter of credit opened in favour of Pan Avrasya.
103. Mr Younes and Mr Akat Senior were appointed as the directors of Pan Avrasya by the shareholders who were listed in the relevant document as being Mr Philip Fraser, Ms Nasri and Mr Akat Senior representing another Pan Avrasya company.
104. According to Mr Fraser, he already knew Mr Akat Senior who had been an existing subcontractor in Turkey along with a Ms Nasri, another of his sub- contractors. These three agreed to incorporate Pan Avrasya. Mr Fraser's witness statement suggests impliedly that the shareholders would be Mr Younes, Mr Chrysanthou, Mr Akat senior, Ms Nasri and Mr Philip Fraser, being Mr Paul Fraser's brother and who would represent his interests in the company. Mr Akat Senior and Ms Nasri would be responsible for the day-to-day management with Mr Paul Fraser being somewhat removed and dealing with longer term strategic questions.
105. In cross-examination, Mr Fraser said first that he thought the shareholders in Pan Avrasya were his brother, Ms Nasri and the others "say, would be Agila, Demetris and I guess Tom Trevorrow. I didn't really understand their structure. Or Saif Akat. I'm not sure who was on the other side." He accepted that all of this was guesswork. Accordingly there was really no reliable evidence from Mr Fraser as to who the shareholders in Pan Avrasya actually were beyond his brother, and he was not privy to any documentation.
106. According to Mr Chrysanthou, Ms Nasri and Mr Philip Fraser would each have 25% of the shares and Mr Akat senior's 50% of the shares included 25% to be held for Mr Younes and Mr Chrysanthou.
107. As to arrangement fees, Mr Fraser accepted in evidence that had Panceltica been the contracting party it would have paid an arrangement fee of 10% and indeed it had signed a document to do just that. He further accepted that with a different contractor there was no reason why it should not also pay an arrangement fee. On that footing, there is no reliable evidence from Mr Fraser that Mr Younes could not plausibly have agreed an arrangement fee with Pan Avrasya.
108. At this point one other aspect of Mr Fraser's evidence should be noted. In paragraphs 16 and 23 of his Witness Statement, he suggested that Panceltica had provided US$2m to Pan Avrasya which was intended as mobilisation funds for another project. However, it was used on this one and never returned to Panceltica. In evidence he was much less clear. He said that the money had been provided initially to Mr Akat senior for a project in Qatar but instead he used it in Libya. He also said that he guessed that the amount was one million dollars, or two million.
109. I should further add that Ms Nasri alleged (and put it in an email in November 2013 to Mr Fraser) that Mr Younes had admitted to her that he had taken US$2m out of Pan Avrasya by way of a consultancy fee. However Mr Younes denies it and as Ms Nasri has not given evidence, I can take this point no further.
110. A related matter concerned contributions to funding lawyers in Turkey who were instructed to see whether a claim could be brought against Pan Avrasya and its banks for the apparent mis-application of funds. Mr Younes put in about US$33,000 from what he said were his own funds in Libya. In cross-examination, he gave the impression that this figure was reached as being an appropriate share of the US$100,000 cost estimate given to Ms Nasri, on the basis that she and Mr Fraser would contribute also. That certainly sounded as if Mr Younes could have had an interest in Pan Avrasya although I accept that equally, he had a financial interest in recovering any monies because he was not only a director but was entitled to an arrangement fee. Ms Nasri also alleged in the email referred to above that Mr Younes had taken his contribution from the Pan Avrasya bank account but there is no actual evidence of that and he denies it. It does not appear as if Mr Fraser in fact made a contribution.
111. Of course, if Mr Chrysanthou was indirectly interested in Pan Avrasya (either as the beneficial owner of shares or as being entitled to 50% of the arrangement fee) one might have expected him to offer to pay some of the costs instead of suggesting as he did in his email of 15 May 2010 that only Mr Younes and Mr Fraser contribute. When he was asked about this in cross-examination he said that he would have contributed but he could not do so in relation to civil proceedings in Turkey when he was a foreign national. I did not find that very plausible. After all, Mr Paul Fraser and Mr Younes were also foreign nationals and it is not as if they were even shown as shareholders. Anyway, it is hard to see why that there was any real obstacle to Mr Chrysanthou making a financial contribution.
112. Finally, on this point, Mr Fraser accepted that after the initial costing exercise he had no real knowledge of the specifics behind the later agreed price of US$30m, and whether (as was Mr Younes' case) the site area had increased along with the design of the mosques or other factors.
113. Mr Akat Senior died in July 2008. His son Selcuk (" Mr Akat Jr") took over and became the joint signatory to the Pan Avrasya bank account along with Mr Younes. Mr Younes said in evidence that notwithstanding this, he could not authorise any payments by himself. Certainly, there are documents evidencing two signatures for a payment instruction but it is not clear to me that this was always so.
114. According to Mr Akat Jr, while his father was a shareholder in Pan Avrasya he did not hold any of those shares beneficially for Mr Younes or Mr Chrysanthou, although obviously, he did not have first hand knowledge of this.
115. What ultimately happened is that the project was delayed and following the substantial non-payment of contractors on site ODAC eventually terminated the contract with Pan Avrasya in late 2008. The contract was then taken over by Mr Younes' brother's company Al Motameyeza and the complex was eventually completed at the end of 2009. However it was then destroyed in the Libyan civil war of 2011.
116. In the meantime, conflict arose. This is because according to Mr Fraser, Ms Nasri and he became concerned that improper payments were coming out of the Pan Avrasya bank accounts and that upon investigation they thought that Mr Younes was among those responsible along with Mr Akat Jr.
117. On the other hand, according to Mr Younes and Mr Akat Jr, they had concerns because they thought that Mr Fraser and Ms Nasri were making improper use of expenses for an office in Istanbul which was not necessary.
118. However, what matters for present purposes are the particular payments coming out of the Pan Avrasya bank accounts which could be said to have been made to or for the benefit of Mr Younes. The candidates for such payments were those set out in the schedule from 22 September 2009 referred to above. All the relevant payments were made between September 2007 and July 2008. There was also an email from Mr Ozari, apparently an accountant at Pan Avrasya, to Mr Younes on 25 November 2008 which contained several lists of payments some of which are described as arrangement fees. In the end, it was a collection of some of those payments upon which Mr Younes was cross-examined by Mr Staunton.
119. First, there were two payments of US200,000 each made to Stones Solicitors. These were Mr Younes' solicitors and he has always accepted that these were payments for his benefit.
120. There was then a total of US$600,000 paid to Palladio, a Panamanian company. Mr Chrysanthou said that this money was also for the benefit of Mr Younes. However Mr Younes said that it was in order to pay some other arrangement fees to Mr Trachi in Libya who had assisted in winning the original contract. Palladio may well have been the subject of the reference to Panama in the text described in paragraph 68 above, but that does not take the matter very far in showing that Palladio was actually his company (which he denied) as opposed to a conduit used by him or Mr Trachi. The latter was an associate or contact of Mr Younes in Libya and I did not think it odd that when apparently he had not received his agreed fee from Pan Avrasya, he called on Mr Younes to arrange to have it paid for him. According to Mr Younes even then, Mr Akat had to approve it. So I am not prepared to find that the monies transferred to Palladio were in truth for Mr Younes' benefit.
121. There were then various payments to North Coast LLC. Mr Shadi gave some evidence here but it did not advance matters very much. There were 2 payments out, one of US$200,000 on 15 November 2007 and another of €300,000 on 2 June 2008. There was also under a separate category, a payment out of US$283,190 on 3 October 2007 for the purchase of 3 cars, a luxury Range Rover, Mercedes and Audi Q7. The cars in total might have cost somewhat more because there is an invoice for them all at €350,000 and another one for the Range Rover and Mercedes of US$283,190. Mr Younes said that this was appropriate expenditure by Pan Avrasya because all of the cars were sent to Pan Avrasya's local office in Libya where the project was being run. He said that such cars were necessary because trips had to be made with the clients over long distances. He also said that this purchase had been sanctioned by Mr Akat. I did not regard this account as implausible and the question is not whether too much money was spent on such cars but whether in truth these were not for the benefit of Pan Avrasya at all but for the benefit of Mr Younes. Here, I accept his evidence.
122. In addition, and from funds sent to North Coast, there was a purchase of chandeliers lighting and other equipment which seem to have been destined for the Dolce club. In evidence, Mr Younes was prepared to accept that this was a purchase which should have been for his account and therefore the cost of US$132,000 should be regarded as a part payment of the arrangement fee. It looks as if this particular purchase came out of the US$200,000 payment by Pan Avrasya to North Coast. Taking the matter in the round, and absent any further explanation in respect of that payment, I would regard all of it as being for the benefit of Mr Younes.
123. There is then the later payment to North Coast of €300,000. Mr Younes said that this was all to do with the chartering of a luxury yacht for 5 days in late June 2008, in St Tropez and for the purpose of entertaining clients. It is clear from the documents that the principal charter cost €274,000 and that is reflected in further transfers from Pan Avrasya to Premium Yachts in that amount. However the charter refers to a further provisioning fee of €82,000 and I am prepared to accept that this may have come out of the €300,000 payment to North Coast. As to the charter, the name given on it was Mrs Youngs which provoked a suggestion made to Mr Younes in cross-examination that this was a person who was acting as a front for him whereas he did not know who she was. Upon further analysis, the more prosaic answer was obviously that this was a misspelling of his own name.
124. Reliance by Mr Staunton was placed upon the email from Mr Akat senior in May 2008 to Mr Younes, complaining about the fact that Pan Avrasya was paying out on the premium yacht invoices and this was not permitted by the tax legislation because it was not part of the registered activities of the company. As I read it, this meant that the company could not reclaim any tax. He then seems to suggest that such payments should be made to or through companies who could render invoices for engineering, consultancy etc. In response and apart from saying that this invoicing had been permitted, Mr Younes said that if necessary he would pay the tax. However this email does not actually suggest that this was an improper expense on the part of Pan Avrasya in the sense that it was not entertainment for the benefit of Pan Avrasya clients. Indeed the reference to using other companies and in particular different invoices echoes one of the points made by Mr Ozari in his email of 25 November 2008, referred to in paragraph 118 above where Mr Ozari suggests that all of the various payments should be invoiced to Pan Avrasya by Al Motameyeza "under the name of the construction services".
125. Again, this charter may or may not have been regarded as extravagant, and while there are no documents to show that there was an active follow-up with any particular clients, I am not in a position to conclude that this was not a business expense of some kind - and it is not as if it would have been so unusual to entertain clients in this way. So I do not find that this was really for the personal benefit of Mr Younes.
126. Finally, Mr Younes accepted that a payment of £95,852.82 shown in a Financial Statement produced by his solicitors and which it appears originated with Pan Avrasya, should be regarded as part of the arrangement fee. I do not agree that certain other sums like a payment of about £97,000 referred to in the solicitors' statements were monies for Mr Younes' benefit which came from Pan Avrasya.
127. Although in the Counterclaim, it was alleged that there were very much larger sums taken one way or another by Mr Younes from various Pan Avrasya bank accounts, the reality was that he was only challenged on the payments referred to above. That was realistic in my view because there was simply no reliable evidence that he had taken any of the much larger sums by way of an arrangement fee. There was a suggestion that the profit made by Pan Avrasya was in fact over US$30m but that seems to have been based on no more than the allegation that Mr Younes had told Mr Fraser to double or treble the costs. Given that the original contract price for Pan Avrasya was just over US$30m the notion that there could possibly be a profit in the same amount is hopeless.
128. I would accept that the total amounts to be treated as having been taken as arrangement fees by Mr Younes were US$400,000 to Stones, US$200,000 to North Coast, £95,852.82 credited to him at Stones and €218,000 (ie the €300,000 paid out to North Coats less €82,000 for provisioning costs). Very roughly and using the apparent exchange rates at the time, that seems to me to amount to about US$900,000.
129. In relation to this matter generally, I accept the thrust of Mr Younes' evidence while noting that he understated the amount of payments for his own benefit somewhat. Overall I do not consider this to be a major dent on his credibility with regard to the key issues.
130. However, whatever the actual figures withdrawn from the Pan Avrasya accounts were which could be attributed to Mr Younes, the main conclusion I draw is that none of the evidence in respect of the Al-Karima Project supports the notion of any partnership. Mr Chrysanthou's own role in it was very limited as the documents show.

Security for Costs

131. Finally, on the evidence, some points were raised about the applications for security for costs which were made against Mr Younes in the course of these proceedings. The last order for security was made on 14 October 2016 in which he was ordered to pay a further £30,000 by way of security. The order also provided that if no security was given, the claim would be struck out but on the basis that it was agreed that the counterclaim would be struck out also so that no proceedings remained. Mr Brettler sought to make some capital out of this suggesting that if Mr Chrysanthou was willing to give up his counterclaim in those circumstances, there could not have been much merit in it to begin with. I think this is a false point. Such undertakings about counterclaims are sometimes given in order to avoid the problem of where a claim is struck out for want of security but the claimant can still give evidence against the counterclaim which might involve similar issues.
132. More pertinent was the evidence given by Mr Younes as to his ability to provide security for costs. In his witness statement of 11 October he said that he did not now have enough money to pay his own legal fees as well as the further security asked for which was around £68,000. In cross-examination he was asked about how it was, therefore, that in the event he was able to find £30,000 and put his lawyers in funds. In the course of his answers he said that he had in fact got US$150,000 in his bank account in Dubai and in the event he used £100,000 from it to pay the security and his lawyers. On the face of it this was inconsistent with his suggestion in evidence that he was not able to access further significant funds. The next day, he sought to correct this by saying that the monies in the account, although in his name, were mainly held for his brother and what had happened was that his brother had permitted him to remove sufficient monies from the account. This all sounded rather suspicious and an after-the-event rationalisation but by his solicitor's letter dated 16 November 2016 bank statements were produced which at least supported the claim that his brother had made substantial transfers into the account. So, for example he had transferred in some $246,000 and by September 2016 the account held $331,000. It is nonetheless unsatisfactory that Mr Younes did not spell this out clearly when he was asked about it first time round in evidence and indeed that he did not give these details in his witness statement of 11 October. On any view, he was being reticent about what monies were available to him. I take this into account when assessing his overall credibility.

CASH PAYMENTS

133. As noted at the beginning of this judgment, there is an issue between Mr Younes and Mr Chrysanthou as to how much of the cash withdrawals from the Rufus bank account ultimately made their way to Mr Younes as opposed to Mr Chrysanthou. The difference between them is about US$1.1m. In other words, Mr Younes denies that he received almost any of the alleged cash payments.
134. While I can see that it might be plausible that Mr Younes would seek payments in cash the difficulty for Mr Chrysanthou is that not only is there no document recording or even mentioning in passing any of the cash payments, his evidence about how he was able to say how much went to Mr Younes was wholly unsatisfactory for the reasons given in paragraphs 61-64 above. In those circumstances there is no proper basis on which I can make any sensible finding as to particular amounts of cash being given to Mr Younes, and I decline to do so.

FINDINGS OF FACT

135. In the end, I have reached a very clear conclusion, having considered all the matters referred to above both individually and collectively in order to decide on the credibility of Mr Younes and Mr Chrysanthou as witnesses and the correctness of their accounts.
136. In my judgment there is no real evidence of any partnership at all. I prefer Mr Younes' evidence on that fundamental point and I reject Mr Chrysanthou's evidence. Nor, for the sake of completeness is there any evidence of any other agreement not constituting a partnership but by which they agreed to share profits equally and on the terms otherwise alleged by Mr Chrysanthou.
137. Furthermore, I do not accept Mr Chrysanthou's evidence that the cash payments attributed by him to Mr Younes were in fact made, as opposed to being utilised by him for the reasons given above.
138. In making these findings I have not dealt with each and every dispute of fact or question over credibility which has been raised. It has not been necessary to do so given the ample material before me and the very clear conclusion I have reached.

ANALYSIS AND CONCLUSION

139. Those simple findings lead to the obvious conclusion which is that Mr Chrysanthou's defence to Mr Younes' claim must fail, along with his own counterclaim.
140. The various limitation defences advanced by Mr Younes therefore do not arise.
141. Therefore it must follow that Mr Younes is entitled to the balance of the JNR fee which he has not yet received one way or the other. That appears to me to be US$2.9m and (subject to any corrections on the figures and interest) he is entitled to judgment against Mr Chrysanthou in that sum. I do not know if Mr Younes is still seeking a judgment against Rufus also but I will hear submissions on that point if necessary.
142. I am most grateful to both Counsel for their assistance and their excellent oral and written submissions. I will deal with all consequential matters at the handing down of this judgment.