Rodiston Ltd v Canik - Loan Recovery

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  Rodiston Ltd v Canik & Ors [2026] EWHC 545 (Comm) (11 March 2026)

URL: https://www.bailii.org/ew/cases/EWHC/Comm/2026/545.html
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[2026] EWHC 545 (Comm) | | |
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| | | Neutral Citation Number: [2026] EWHC 545 (Comm) |
| | | Case No: CL-2018-000766 |
IN THE HIGH COURT OF JUSTICE
KING'S BENCH DIVISION
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
COMMERCIAL COURT

| | | Royal Courts of Justice, Rolls Building
Fetter Lane, London, EC4A 1NL |
| | | 11th March 2026 |
B e f o r e :

LIONEL PERSEY KC
(Sitting as a Deputy High Court Judge)

Between:
| | RODISTON LIMITED | Claimant |
| | - and ? | |
| | (1) MURAT CANIK
~~(2) VERTIA INSAAT TAAHH?T TURIZM HALICILIK DERI KUYUMCULUK SANAYI VE TICARET ANONIM SIRKETI
(a company registered in the Republic of Turkey)~~
(3) MIRAL TURIZM INSAAT PETROL SANAYI VE TICARET ANONIM SIRKETI
(a company registered in the Republic of Turkey) | Defendants |

**Rupert d'Cruz KC (instructed by Mariott Harrison) for the Claimant
The Defendants did not appear and were not represented.

Hearing dates: 2nd December 2025**

HTML VERSION OF JUDGMENT APPROVED ____________________

Crown Copyright ©

1. This judgment was handed down remotely at 10.30am on 11 th March 2026 by circulation to the parties or their representatives by e-mail and by release to the National Archives.
3. LIONEL PERSEY KC:
5. Introduction
7. I gave judgment for the Claimant, Rodiston Limited (" Rodiston "), following an oral hearing on 2 December 2025. These are the reasons for that judgment.
10. The First and Third Defendants, Mr Murat Canik (" Mr Canik ") and Miral Turizm Insaat Petrol Sanayi Ve Ticaret Anonim Sirketi (" Miral ") did not appear and were not represented. I am, however, satisfied that they had full and proper notice of the hearing and had the opportunity to attend it either in person or by videolink. The Defendants were properly notified of the trial date by letter dated 22 October 2024, enclosing the Order of Mrs Justice Dias. This was served on them via the Foreign Process Section pursuant to the Hague Convention on the Service Abroad of Judicial Documents and Extrajudicial Documents in Civil or Commercial Matters.
12. Rodiston's claims against the Second Defendant, Vertia Insaat Taahh?t Turizm Halicilik Deri Kuyumculuk Sanayi Ve Ticaret Anonim Sirketi (" Vertia "), were discontinued by order of Cockerill J dated 9 th February 2022 in circumstances where Vertia had been liquidated.
15. Rodiston is a Seychelles-registered company. Mr Mikhail Palshin is its ultimate beneficial owner. Rodiston's claim is for the recovery of principal sums and interest due to it under the following loan agreements:
17. (1) No. VF/120413 dated 18 th June 2012 (" the June 2012 Loan Agreement ");
18. (2) A loan agreement dated 15 th February 2013 (" the February 2013 Loan Agreement "); and
19. (3) A loan agreement dated 19 th August 2013 (" the August 2013 Loan Agreement ").
20. I will refer to these together as " the Loan Agreements ".
22. I have read the witness statements of Mr Palshin and Mr Vladimir Faerovich dated in October 2022, together with all of the documents referred to therein and in the skeleton argument filed by Rodiston. Mr Palshin and Mr Faerovich were both available to be cross-examined on line at the trial before me had the Defendants attended.
25. The facts
26. Mr Faerovich is a successful businessman, with business interests in the oil refining, oil trading, construction and hotel industry. In the early 2000s Mr Faerovich visited Turkey regularly for holidays. During one of these holidays, he met Murat Canik, the First Defendant, when he visited the latter's carpet store in Kemer, Turkey. Mr Faerovich purchased a number of carpets from Mr Canik for his house, and he developed friendly relations with Mr Canik.
29. After some time, Mr Canik proposed that they build real estate together in Turkey. This led to the establishment in 2009 of a company, Canik Cuyum, which proceeded to construct villas and apartments in the Kemer region of Turkey. In about October 2011 Mr Canik proposed a further construction joint venture ? namely involvement in the construction of a 5-star 300+ room hotel on a plot of land in Beldibi (also located in the Kemer region of Turkey). Mr Faerovich was attracted by this proposal because the land in question was in a good location, it had direct access to the seaside, a beautiful view of the mountains and was close to Antalya, which is a popular tourist destination.
32. The land in question was owned by the Turkish state, which had granted Miral, the Third Defendant, a 49-year licence to use it. Miral was owned by a local businessman, Ferit Bora, and his sons. Mr Canik explained to Mr Faerovich that he had already entered into a joint venture agreement with Miral to build the Hotel and had signed a protocol (on 25 th August 2011) and a protocol to that agreement (on 23 rd November 2011) under which 57% of Miral's shares had been transferred to him and his son Emine Canik for US$ 25.8 million (by instalments). This sum was intended to include rental payments for the land for the remaining 15 years of the licence. Murat Canik obtained the right to build and manage the Hotel for 15 years in return for rental payment.
35. Mr Canik told Mr Faerovich that he did not have the financial resources to build the Hotel and that he planned to raise the necessary funding, first by selling some of his interest in Miral to investors ? which would be used to fund the planning, design and licensing costs for the project and, secondly, from Turkish banks - for the construction costs. The planning and construction was to be undertaken by Vertia, the Second Defendant, the main shareholder and decisionmaker of which was Mr Canik.
38. Mr Faerovich agreed to, and did, purchase 10.5% of Miral's shares for EUR 5 million in order to fund the licence, design, planning and (some construction) costs of the Hotel project. In 2012 Mr Canik informed Mr Faerovich that the design, planning and licence stages had been completed and that construction was ready to begin, but that he had not been able to obtain funding for this construction from Turkish banks because of regulations that restricted loans for construction projects on government-owned land where the lease period was less than 20 years. Mr Canik asked Mr Faerovich if he could find another investor who would provide a loan to fund the first part of the construction costs. Mr Faerovich proposed Mikhail Palshin whom he had known for many years from joint work in the field of foreign trade. Mr Faerovich introduced Mr Canik to Mr Palshin. The two of them then entered into negotiations about Mr Palshin providing funding for the Hotel project from about mid-May until early June 2012, which involved several meetings in Moscow and Antalya in which Mr Canik stated that if Mr Palshin provided the funding for the first stage of the construction costs he (Mr Canik) would look for other sources of funding to complete the construction.
41. These negotiations resulted in an agreement under which Mr Palshin agreed to provide funding of US$ 12 million for the construction costs in the form of a loan from Rodiston, a company that he owned as explained in paragraph 4 above.
44. This agreement was set out in the First Loan Agreement dated 18 th June 2012, which provided, inter alia, that
46. (1) Rodiston agreed to loan Vertia US$ 12,630,000 ("the First Loan"), which was to be used "for general corporate purposes, in particular for the needs of the hotel business development project of [Vertia]: see clauses 2, 3 and 4.
47. (2) Interest would be payable on the First Loan at the rate of 8% per annum: see clause 16.
48. (3) The First Loan and interest would be repaid by Vertia on 1 st August 2014: see clauses 2, 12 and 18.
49. (4) Mr Canik and Miral agreed (jointly and severally) to guarantee Vertia's obligations to Rodiston under the First Loan Agreement: see clause 5.
50. (5) The Agreement would be governed by English law and subject to the jurisdiction of the English Court: see clause 28(k).
52. The First Loan was duly paid by Rodiston to Vertia in the slightly smaller sum of US$ 12.45 million by swift transfers in three tranches made on 27 th June 2012 (US$ 4 million, US$ 6 million, and US$ 2.45 million).
55. Following the provision of the First Loan, construction on the Hotel commenced. The First Loan was, however, well short of what was required to complete its construction and Mr Canik was unable to obtain funding from other sources, as he had hoped. As a result, Vertia/Mr Canik soon ran out of funds. Construction nevertheless progressed (to the extent that 70-80% of the construction was completed) as result of cheques that Miral and Vertia issued to different building companies totalling in excess of EUR 20,000,000. Vertia and Miral were unable to honour these cheques. This led to legal proceedings in Turkey and bailiffs and creditors attending the Hotel site demanding payment. By this time, the Hotel was almost ready to start operations, but the situation with the unpaid cheques made it almost impossible to do so with repaying those debts.
58. As a result, Mr Faerovich approached Mr Palshin with the proposal that he provide a further loan to complete the construction and repay some of the debts owed to various building companies. Mr Palshin duly entered into negotiations with Mr Canik about this during which he agreed in principle to provide further funding of US$ 2 million.
61. This agreement was set out in the Second Loan Agreement dated 15 th February 2013. It provided, inter alia, as follows:
63. (1) Rodiston agreed to loan Mr Canik (personally) US$ 2,000,000 ("the Second Loan"): see clauses 1.1.
64. (2) Interest would be payable on the Second Loan at the rate of 8% per annum: see clause 2.2.
65. (3) The Second Loan and interest would be repaid by Mr Canik in six tranches over the period 30 th June 2013 to 31 st December 2015: see clause 2.1 and Addendum 1.
66. (4) Vertia and Miral agreed (jointly and severally) to guarantee Mr Canik's obligations to Rodiston under the Second Loan Agreement: see clause 6.1.
67. (5) The Agreement would be governed by English law and subject to the jurisdiction of the English Court: see clause 9.
69. The Second Loan (US$ 2 million) was duly paid by Rodiston to Vertia by swift transfer on 19 th February 2013.
72. The Second Loan did not, however, resolve the financial problems of the Hotel project. As a result, Mr Canik approached Mr Palshin for additional financing. This led to the Third Loan Agreement, which provided as follows:
74. (1) Rodiston agreed to loan Mr Canik (personally) up to US$ 1,000,000 (" the Third Loan ": see clause 1.1.
75. (2) Interest would be payable on the Second Loan at the rate of 15% per annum and in advance, making the sum of US$ 850,000 payable by Rodiston to Mr Canik: see clauses 1.2 and 2.1.
76. (3) The Second Loan and interest (i.e. a total sum of US$ 1 million) would be repaid on or before 18 th August 2014: see clause 2.2.
77. (4) Vertia and Miral agreed (jointly and severally) to guarantee Mr Canik's obligations to Rodiston under the Third Loan Agreement: see clause 6.1.1.
78. (5) The Agreement would be governed by English law and subject to the jurisdiction of the English Court: see clause 9.
80. The net sum of the Third Loan in the sum of US$ 850,000 was duly paid by Rodiston to Vertia by swift transfer on 26 th August 2013.
83. Mr Canik, Vertia and Miral have each of them failed to repay any of the capital or interest due under the Loan Agreements.
86. The Claim
87. As at the date of Judgment, Rodiston sought payment from Mr Canik and Miral in the sum of US$ 32,285,613.01 as follows
89. (1) Under the June 2012 Loan Agreement the principal debt in the amount of US$ 12,450,000, together with interest in the amount of US$ 13,289,103.28;
90. (2) Under the February 2013 Loan Agreement the principal debt in the amount of US$ 2,000,000, together with interest in the amount of US$ 2,106,271.04;
91. (3) Under the August 2013 Loan Agreement, the principal debt in the amount of US$ 850,000, together with interest in the amount of US$ 1,590,238.69.
93. The position of the Defendants
94. Mr Canik has not participated in these proceedings. He has filed neither an acknowledgment nor a defence.
97. Miral did serve an acknowledgment of service dated 25 th December 2019 in which it stated that it intended to defend all of Rodiston's claims. This was accompanied by a document entitled "Defence" which was filed by Miral's Chairman Kadri Aksar. This alleged that:
99. (1) Mr Canik abused his position as Miral's Chairman in entering the Loan Agreements on its behalf; and
100. (2) The Loans were transferred from Turkey to bank accounts in the Seychelles belonging to a Mr Vladimir Faerovich said to be one of Rodiston's owners) or his family without authority.
101. The "Defence" further asserted that the court has no jurisdiction over Rodiston's claims on forum conveniens grounds and that Miral will submit its defences and counterclaims once this point had been determined.
103. Rodiston's response to Miral's arguments
104. As far as jurisdiction is concerned, Miral indicated in its acknowledgment of service that it intends to defend Rodiston's claims. Rodiston submitted that this amounted to a submission to the Court's jurisdiction. In any event, it has taken no steps subsequently to issue an application under CPR r.11(1) contesting jurisdiction and it is, plainly, well out of time to do so. Further, any attempt to challenge the court's jurisdiction would be hopeless because all the Loan Agreements contain an English Jurisdiction Clause, as I have set out above. I agree with all of Rodiston's submissions. Any challenge to the jurisdiction of this Court was hopeless and bound to fail.
107. Rodiston next submitted that the "Defence" did not comply with the requirements of CPR r.16.5 or CPR r.22.1(1) in that it did not state which of the allegations in the particulars of claim Miral admitted, denied or was unable to prove, and that it is not in any event verified by a statement of truth. This is all correct. I do not, however, base my judgment upon these defaults. Nor do I need to, because I do not consider that the points made by Miral amount to valid defences. This is because:-
109. (1) If Mr Canik had in fact abused his position as Miral's Chairman in entering into the Loan Agreements, then that would be a corporate issue between Miral and Mr Canik. It did not and does not affect Miral's obligations and liabilities to Mr Canik under the Loan Agreements.
110. (2) I am satisfied from the evidence of Mr Faerovich that none of the loans were transferred to Mr Faerovich or to his family and that Mr Faerovich was not, and has never been, the owner (or a part owner) of Rodiston.
112. I should also mention that Mr d'Cruz KC, in his very fair argument on behalf of Rodiston, specifically drew my attention to the fact that Clause 6.1.1 of the Second and Third Loan Agreements provided that "? The Borrower is an individual with guarantors [Vertia] and [Miral] ? [Vertia] and [Miral] are solely and/or together liable to execute the full requirements of the Agreement and replay (sic) the full amount in case the Borrower cannot fulfil its obligations to do so." Although this clause appeared under a series of representations and warranties provided by Mr Canik, Rodiston's case is that, when read in context (including the fact that they were signed by Mr Canik for and on behalf of Vertia and Miral in his capacity as their director), the clauses contain a clear agreement by Vertia and Miral to act as Mr Canik's guarantors in relation to his liabilities under the Second Loan Agreement. I agree.
115. Conclusion
116. I was (and remain) entirely satisfied that the Claimant's case is well-founded and that there is no arguable defence to it. This is why I gave them judgment in the sum of US$ 32,285,613.01.

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URL: https://www.bailii.org/ew/cases/EWHC/Comm/2026/545.html