Sousou Connect Ltd v Abel - Commercial Court Case

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  Sousou Connect Ltd v Abel [2026] EWHC 665 (Comm) (20 March 2026)

URL: https://www.bailii.org/ew/cases/EWHC/Comm/2026/665.html
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[2026] EWHC 665 (Comm) | | |
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| | | Neutral Citation Number: [2026] EWHC 665 (Comm) |
| | | Case No: LM-2024-000185 |
IN THE HIGH COURT OF JUSTICE
KING'S BENCH DIVISION
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
LONDON CIRCUIT COMMERCIAL COURT

| | | Royal Courts of Justice, Rolls Building
Fetter Lane, London, EC4A 1NL |
| | | 20th March 2026 |
B e f o r e :

PAUL MITCHELL KC

Between:
| | SOUSOU CONNECT LIMITED | Claimant |
| | - and - | |
| | MICHAEL ABEL | Defendant |

**Tom Poole KC (instructed by Simons Muirhead Burton) for the Claimant
Fraser Campbell KC (instructed by Kirkland & Ellis International LLP) for the Defendant

Hearing dates: 23 (reading day), 24, 25, 26, 27 February, 2 March 2026**

HTML VERSION OF JUDGMENT ____________________

Crown Copyright ©

1. PAUL MITCHELL KC:
4. The Claimant (" SCL ") is a boutique company offering what have been referred to by the parties as "capital introduction" services in the private equity real estate market, with a particular focus on London. SCL is connected by common ownership and directors with another boutique company operating in the same market sector offering executive search and talent advisory services, Sousou Partners LLP (" SPL "). The main actor on behalf of SCL and SPL relevant for the purposes of this trial was Mrs Ghada Boudouvas, whose professional name is Ms Ghada Sousou (" Ms Sousou ").
7. The Defendant (" Dr Abel ") is now an owner and director of the manager of a real estate investment fund called Greykite Investment Adviser Limited (" Greykite "). The fund managed by Greykite is split into various components but may conveniently be referred to as the Greykite European Real Estate Fund. Dr Abel was awarded his PhD in Management Science in 2025, after the events relevant to determination of this claim, but, as did the parties, I refer to him by his current title.
10. This litigation arises from the dealings between Ms Sousou and Dr Abel in the period before Greykite was incorporated, when Dr Abel was seeking to set up a fund such as Greykite and looking to raise capital. Dr Abel was successful in that regard, with seed capital of ?150 million coming from an alternative asset manager called Wafra. Wafra is owned by the Public Institution for Social Security in Kuwait and invests in real estate. Shortly following Wafra's investment, Greykite attracted significant interest from other institutional investors: between launch in March 2024 and February 2025, it raised $660 million from investors (including Wafra), and by October 2025 it had raised $1.4 billion.
13. SCL's case is that it, acting by Ms Sousou, concluded an oral agreement with Dr Abel in the Rose Bar at Annabel's private members club in Mayfair in the early evening of 7 February 2023 (" the Annabel's Agreement "). The terms of the alleged Annabel's Agreement were that SCL agreed to introduce Dr Abel to potential providers of capital, including in particular Wafra, in exchange for a small monthly retainer and a "back-end success fee", meaning a percentage of such funds as might be raised. SCL says that Ms Sousou did indeed effect introductions to very senior executives at Wafra and, as noted, Wafra was the first investor into Greykite. So, SCL contends, it was the effective cause of Wafra's investment into Greykite and thus is entitled to the allegedly promised success fee.
16. The claim is put in two ways:
18. i) In contract. It is said that into the alleged Annabel's Agreement should be implied a term that SCL would be paid a reasonable price for the services to be rendered; and that a reasonable price is 1% of capital raised, i.e., ?1.5 million.
20. ii) In restitution. It is said that Dr Abel freely accepted services provided by SCL knowing that SCL expected to be paid for them; and that accordingly SCL is entitled to a quantum meruit for those services; which sum is to be assessed at 2 ? 3% of capital raised, i.e., between ?3-4.5 million.
21. Although Dr Abel does not dispute that the introductions effected by Ms Sousou had, in the abstract at least, a value, he defends the claim on the grounds that the alleged Annabel's Agreement never existed. He says that he did not know of SCL on 7 February 2023; that Ms Sousou effected introductions to Wafra voluntarily at first; and that only subsequently did she (apparently on behalf of SPL and not SCL) start to demand payment of a retainer and a success fee. He says he agreed to pay the retainer and expressed willingness to pay some kind of success fee in the event introductions effected by Ms Sousou resulted in investments being made into his new fund, but that ultimately agreement was never reached and he could not persuade Ms Sousou to accept what he was offering (at first, ?100,000; by the end of the relationship, $250,000).
24. SCL was represented by Mr Tom Poole KC and Dr Abel by Mr Fraser Campbell KC. I am very grateful to both advocates for their assistance and robust common sense in managing an overrun in the trial timetable so smoothly; in particular I am grateful to them for their clear and well-argued closing submissions and exemplary marshalling of the evidence.
27. I heard evidence from the two principals, Ms Sousou and Dr Abel and from Ms Sousou's husband and business partner, Mr Nico Boudouvas. The evidence of two other lay witnesses called by SCL, Ms Serene Hamzawi and Mr Peter Field, was admitted unchallenged.
30. I also heard from two expert witnesses regarding the valuation of the services which SCL provided to Dr Abel: for the Claimant, Mr Federico Membrillera and for the Defendant, Mr Peter Mayer.
33. I address my conclusions on the reliability of the evidence given by the witnesses on specific factual or expert issues in the context of each issue. I have borne in mind throughout the guidance given in the authorities regarding the assessment of the evidence of lay witnesses. In the recent case of GI Globinvestment Ltd v XY ERS UK Ltd [2025] EWHC 740 (Comm), Jacobs J summarised the authorities, and I gratefully adopt his analysis at [85] ? [99]. In short:
35. i) I have sought to test veracity by reference to the objective facts proved independently of the witness's testimony, in particular the documents; and I have paid regard to the motives of the witnesses and to the overall probabilities: Armagas Ltd v Mundogas SA (The Ocean Frost) [1985] 1 Lloyd's Rep 1, 57, per Robert Goff J, as subsequently cited with approval on numerous occasions at appellate level.
36. ii) I recognise that human memory is fallible; but also that it is my duty to consider and evaluate the oral evidence I have heard despite the recognition that it may be flawed by the limitations of memory: Kogan v Martin [2019] EWCA Civ 1645, at [88].
37. iii) Although no element of SCL's pleaded causes of action or Dr Abel's defences requires proof of dishonesty, leading counsel for each party has submitted to me that in some respects the evidence of the principal witness for the other side must be dishonest. Those submissions, which I consider below in more detail, are founded on inferences and as such I have borne in mind the guidance as to inferring dishonest conduct given by Calver J in Suppipat v Narongdej [2023] EWHC 1988 (Comm) at [904]. In particular, I have assessed whether there are any facts that tilt the balance to justify an inference of dishonesty; and I have considered whether there might be any motive for a witness to have given dishonest evidence.
38. iv) In relation to the allegations that evidence was given dishonestly, I have also borne in mind that "cogent evidence is required to justify a finding of fraud or misconduct", reflecting the court's conventional perception that it is generally not likely that people will engage in such conduct: Bank St Petersburg PJSC v Arkhangelsky [2020] EWCA Civ 408 per Sir Geoffrey Vos C at [46] ? [47].
39. The evidence of Ms Hamzawi and Mr Field I have accepted in full. By way of summary, and for the reasons given below in relation to the evidence of the witnesses on specific points, my conclusions on the credibility and reliability of the witnesses whose oral evidence I heard are as follows.
41. Ms Sousou
42. Ms Sousou is a very intelligent woman and a highly sophisticated and capable networker: she is an expert in building and maintaining personal relationships with people of the greatest ability in the financial sector she services. In an industry newspaper called PERE (Private Equity Real Estate), she was ranked among the 100 most influential people in the industry over the period 2016 ? 2025. No witness questioned Ms Sousou's talent in the field of executive search.
44. Relevantly for assessing the reliability of her evidence, however, and as she herself acknowledged, her aggressive commerciality, sense of excitement and optimism has led to her making statements in written documents which are untrue and misleading and to see as done that which she merely wished had been done. While I reject any suggestion that Ms Sousou was deliberately seeking to mislead the Court, I have concluded for the reasons given below that she has convinced herself that certain crucial facts happened when in truth they did not. She then defended what she believed to be true with considerable vigour under cross examination; and quite harshly criticised Dr Abel for the behaviour she believed him culpable of. I have by no means wholly rejected her evidence, however, and, particularly where it is consistent with other facts which I have found proven, I have accepted it.
46. Mr Boudouvas
47. Mr Boudouvas gave his evidence honestly, accepting without argument the truth of various propositions put to him which harmed SCL's case. Where he gave evidence of facts directly within his knowledge, I have mainly (but not always) accepted it.
49. Dr Abel
50. Dr Abel was a very impressive witness, and the manner in which he approached giving his evidence seemed to me to reflect how he dealt with Ms Sousou throughout. He was appropriately careful in the face of sustained cross-examination; made concessions with grace; conspicuously maintained courtesy towards Ms Sousou throughout; and explained his position on points of controversy articulately and convincingly. Under cross examination it appeared at times that some aspects of his pleaded defence had fallen away, and it is undeniable that his witness statement had not covered what might loosely be called "the whole story"; but for the reasons I give below, I do not consider that these facts stand as evidence that he was deliberately covering up what he knew to be true, with a view to deceiving the court. On the contrary: I considered that Dr Abel was a man not only of unusual financial talent but also of complete integrity.
52. Mr Membrillera
54. Mr Membrillera is the Senior Managing Director at FTI Capital Advisors, the financial advisory practice of FTI Consulting Inc. He has 30 years' experience advising clients in structuring transactions and has led various fund-raising mandates in which FTI has been instructed to assist a client raise capital. Although he was clearly sincerely trying to help the court, ultimately I found his evidence on valuation of little use for the reasons explained below.
57. Mr Mayer
59. Mr Mayer had 40 years' experience in capital raising, with deep experience in assisting hedge funds raise capital for, among other things, real estate investment funds. He also acts as a strategic adviser to a global executive search firm operating in the alternative investment industry and specialising in recruiting for capital formation roles. Mr Mayer's experience was, in my judgment, clearly more relevant than Mr Membrillera's, in that he has been operating in the same space as Ms Sousou and Dr Abel for many years.
62. Mr Mayer's report was to some extent compromised by his methodology, in that he had reached his own conclusions on matters of fact which were properly the province of the court. That said, his expert opinion did require contextualisation and I do not accept the criticism made on behalf of SCL that his approach to his task betrayed partiality to Dr Abel. I have not based any of my findings of fact on the evidence given by Mr Mayer, but I have found aspects of his opinion evidence on valuation helpful.
65. I address first the contract claim and then the alternative claim for payment quantum meruit.
68. THE CONTRACT CLAIM: FACTS
70. General background
72. It is helpful to note at the outset the evidence as to how hedge funds are typically structured. The parties were agreed that a fund is usually organised as a partnership comprising two types of partner: a single General Partner, or "GP" and one or more Limited Partners, or "LPs". The GP is responsible for managing the partnership ? in the case of a hedge fund, that would mean managing the investment strategy ? and has unlimited liability. The LP is more a silent partner, which plays no management role and whose liability is limited to the sum invested.
75. I was told by Dr Abel that the mandate held by the GP from the LPs will usually state what investment strategy the GP is permitted to follow; and that GPs would not invest in other GPs, since GPs are competitors to each other. As I understand it, GPs follow an investment strategy in whatever sector the fund is active in, deploying the fund in accordance with the mandate received from the passive investors, the LPs. I can well see why GPs would not invest in other GPs: to do so would be to replace the mandate given by one's own LPs with that given to the other GP by its LPs.
78. I did not understand SCL to dispute this, but I would in any event have accepted this evidence from Dr Abel as he is clearly likely to be knowledgeable regarding the scope of a GP's freedom of movement since he is himself the manager of a successful GP, i.e., Greykite.
81. It is also helpful to give some background to the way funds are raised to be invested in GPs, taken from the evidence of the two expert witnesses and Ms Sousou and Dr Abel.
84. All the witnesses agreed that a common way that persons seeking to set up a new GP might raise money to be invested in a proposed new fund was by instructing a placement agent. Mr Membrillera exhibited various helpful documents to his report which summarised the role of a placement agent. The following description of that role, provided by a self-identified placement agent called 5Capital in a document called "Placement Agent Fees" (the copy provided by Mr Membrillera was dated 7 February 2023), seems to me to capture the essence of the role:
87. "The primary role of the placement agent is to advise on and manage the fundraising process for its fund clients and to successfully raise capital for such clients in an efficient and time sensitive manner."
89. More detail regarding the role usually provided by placement agents was contained in a 2012 article by a PhD candidate at the University of Ljubljana called Marko Rikato, writing with the Professor of Finance at that university, Ales Berk. This article was exhibited by Mr Membrillera, and contained the following helpful description of the complexity of the placement agent role:
92. "What can a GP get in return or what do usually placement agents offer in return for the fees charged? First, a shorter time-span for executing a fund raise (compared to an in-house funding). Second, development of fund proposition. Third, fund formation and structuring (advice on structure and terms). Fourth, marketing strategy (marketing timetable and strategy) and material preparation. Fifth, due diligence preparation, in-depth due diligence. Sixth, LP's pre-qualification and introductions to LP's, together with a response from LPs. Seventh, project management to final closing (includes distribution of private placement memorandum, road show coordination, attending presentations, provision of follow-up information to LP, delivery of LP commitments and closing of each transaction) and post-closing activities (maintaining fund 'brand recognition', providing ongoing advisors services for next fundraise, providing LP- related services and building the client's relationship). And finally, an ongoing market intelligence, management and support of LP's relationships.
94. Additionally, placement agents also claim advantages of retaining a placement agent that can to some extent be questioned. Such advantages perhaps are:
96. (I) Expanding the GP's investor base: first-time GPs are often motivated to hire a placement agent; GPs may want to increase the size of the following fund, may want to raise a different type of fund, hence targeting a different group of potential LPs.
98. (II) Multiple funds: GPs that hire placement agents can already start raising a new fund while still completing the investment process for the current/previous fund. Private equity firms typically raise a new fund every 3-4 years, while placement agents raise several funds each year and are "in the market" and 'up-to-date' all the time.
100. (III) Fundraising requires preparing a marketing strategy for the fund. This includes meetings with potential LPs (generating a list of potential LPs, organizing meetings, making calls), fund premarketing, material preparation, planning the timing of the optimal fund's launch, due diligence request, solicitation ? all this can be transferred to a placement agent.
102. (IV) Assistance in fund structuring: experienced placement agents should have a current and in-depth understanding of trends in the alternative investment market because of ongoing discussions with active institutional investors. This includes information on the types of fund in demand and appropriate funds terms that GPs should offer to LPs.
104. (V) Access to investors: placement agent has access to many institutional investors and wealthy individuals that the fund manager may never identify. Besides acquaintances with potential investors knowledge about the working relationships and relations with consultants and "decision makers" are of great importance. Moreover placement agents can ensure that GPs only go to meetings with the right people and that the sales message is put across in the most effective way.
106. (VI) Proof for credibility: funds that enter the market should be attractive and well structured. The placement agent that can guide the fund manager early in the fundraising process in developing appropriate structure and fund terms can provide credibility to GPs. Additionally some LPs prefer to see fund offerings from placement agents, since it is assumed that a thorough analysis and due diligence of the GP has taken place. In practice LPs will receive numerous fund offerings monthly and make priorities according to type of placement agents. LPs may prefer funds introduced by placement agents with consistent and professional processes and stable and experienced senior placement professionals.
108. (VII) Placement agents as coordinators of investor due diligence: experienced placement agents are familiar with and understand all crucial steps in the fundraising process. Professional project management is needed at all times to maintain marketing momentum, to follow up with investors, and to provide accurate and comprehensive responses to all investor due diligence questions and requests. Experienced GPs that have tried to raise a fund on their own are aware of how time-consuming this process can be. It requires loads of GPs resources.
110. (VIII) GP's 'brand name' recognition: throughout the fundraising process, a placement agent will raise investor's awareness for the fund manager and ensure the manager's 'brand name' becomes more recognized in the marketplace. After the final closing, the placement agent can continue managing the relationship between a fund manager and new investors. While fund returns are a key measure of success, sophisticated investors also need to be provided with up-to-date information on the fund manager's activities, with responses to questions and concerns delivered on a timely basis. A placement agent is well-positioned to ensure that this ongoing investor's relation work is managed effectively. Perhaps placement agents gather certain valuable information and gain value added insight which can serve as a foundation for good GP selection.
112. (IX) Track on fund developments: placement agents can keep good track of fund returns and developments. With each new fund raised, placement agents can advise GPs on further fund and term improvements.
114. (X) Background checks: placement agents may make several if not several tens of reference-calls to establish and check perceptions of GP's principals and top executives. This is especially important in cases when a group of professionals leave an investment bank to form their own private equity company.
116. (XI) Increasing efficiency and minimizing risk: placement agents can choose LPs that will stick to agreements and provide funds when capital is called and therefore minimize risk by doing background checks on LPs.
118. As will be seen below, Dr Abel was well aware of the services offered by placement agents, not least since he instructed one to assist him in raising capital for Greykite. It was broadly agreed between the lay and expert witnesses that the work of a placement agent comprised a full spectrum of services for the fund seeking investment: advisory work, helping to shape a presentation to investors of the value proposition of the proposed fund; the preparation of documentation of all kinds (from investment memoranda to contracts, for example); and advice and assistance throughout the process from introduction to the moment of investment. It was also uncontroversial that the work of a placement agent is a regulated activity in all jurisdictions.
121. SCL was not contending that it was a placement agent in the sense that word is usually used. Rather, its case was that it was a "capital introducer": Ms Sousou explained in her witness statement that the business model SCL uses is, put simply, to introduce talent (i.e., fund managers) to investors. The value proposition at the heart of SCL was vividly captured by one particular exchange between Ms Sousou and Mr Campbell during cross examination:
123. "Q. My suggestion is this: Dr Abel persuaded Mr Alderbas and his colleagues to invest in Dr Abel's fund on the basis of Dr Abel's reputation, Dr Abel's personality, Dr Abel's ideas. It wasn't because you in this email, or any other email, vouched for Dr Abel, was it?
124. A. I 100% agree with you, with one addition: I was the spark, I'm the bridge to get Dr Abel to present his pitch to Adel and Fawaz and Joe Azelby, who's the global head of real assets at UBS, and Nasir who is the chairman of Sackville, one of the most important family offices in Saudi. But yes, of course, Michael Abel pitched himself and his fund and his idea. But I was able to tell Michael, these guys are ready to talk to you, and I was able to tell those guys: guys, I found someone who you should back? my role is to decide first and foremost who I will work with, who I will put my reputation behind, my name behind. Once I've decided that, my role is to identify investors that are relevant and will likely ? that I can introduce decision-makers to the Michael Abels of this world and then make the introduction, like I said spark and bridge, put them together and stay close in terms of advising the Michael Abels how to conduct themselves for that type of capital, what they look for, what they prioritise, what's important to them, while exchanging feedback".
125. Mr Membrillera said that he was aware of other players in the capital raising business who performed a purely introductory service that did not require them to be regulated; Mr Mayer was not aware of companies or individuals providing an unregulated introduction-only service.
127. While there was little evidence about competitors to SCL offering unregulated introduction-only services to the managers of new GPs, the fact is that SCL clearly does offer such a service, as was clear from various copy contracts in the trial bundle. For the purposes of these introductory remarks, it suffices to note that:
129. i) There is a well-recognised cadre of professionals and firms which offer a regulated service as "placement agents". They provide a service that does not merely identify a potential investor but accompanies the fund manager from the beginning to the end of persuading that investor to put funds into the new fund, SCL.
130. ii) There is an apparently less well-known, and perhaps newer, grouping which offers an unregulated service as capital introducers. The service provided by a capital introducer is the making of introductions and a degree of liaison and diplomatic shuttling between the fund manager and the potential investor. Regulatory provisions prevent such capital introducers from doing anything which amounts to recommending an investment to the potential investor or persuading it to invest in the proposed new fund.
131. Before February 2023
133. Dr Abel first met an employee of SPL in June 2006, and over the years between then and 2023 he and SPL kept in sporadic contact with each other. There was little evidence that Ms Sousou and Dr Abel met over those 17 years, although Ms Sousou thought she had met him by at least 2019.
136. In about December 2022, Dr Abel was considering leaving his then current employer, an alternative asset manager called TPG. He says that he wished to meet Ms Sousou to discuss potential roles that she might be able to locate for him and so contacted her.
139. SCL's pleaded case was that in the week commencing 9 January 2023, Ms Sousou and Dr Abel discussed on the phone the possibility of SPL assisting Dr Abel in finding a new position. Although it was she who had signed the Statement of Truth on the Particulars of Claim, Ms Sousou's written evidence was in fact more consistent with Dr Abel's, in that she said it was in December 2022 that Dr Abel contacted her. She also said that Dr Abel insisted on dealing with her rather than with her colleagues and appeared "even desperate" for assistance in January 2023.
142. The contemporaneous emails passing between Dr Abel and Ms Sousou show that he emailed her on 20 December 2022 asking if she had time for a quick catch up the following day; she replied that she did but then did not progress matters until after Christmas, at which point she wrote to him to propose a meeting in early January. There were then sporadic emails over the next few days in which they arranged a place to meet, finally settling on a meeting at SPL's offices on 5 January 2023.
145. I do not consider Ms Sousou's recollection as to Dr Abel's desperation can be right. The roles that he was interested in considering were all very senior, and, it may be inferred from the evidence he gave about his remuneration at TPG, very lucrative. It seems inherently improbable to me that Dr Abel would have even felt desperate, let alone expressed such a feeling to someone he wanted to sell him into another excellent position. Also, he does not come across at all as a person who might naively express desperation on the telephone to someone he hardly knew, or at best knew only professionally. Nor is there a trace of desperation in any of the emails I have just referred to.
148. Despite Ms Sousou's protest in her evidence that Dr Abel insisted on dealing with her and not being passed on to one of her colleagues, it is uncontroversial that in fact Dr Abel met Ms Hamzawi of SPL on 11 January 2023 at the Beaumont Hotel in Mayfair. Ms Hamzawi's evidence, which was supported by a near-contemporaneous email she sent to Ms Sousou, was that at the meeting Dr Abel told her that he had made up his mind to leave TPG and considered he had three options. The email read, in relevant part:
151. "? he has made up his mind that he wants to leave and is even debating to leave without anything to allow him to go through a structured process or stay while he looks. 3 options:
153. 1. Stay in PE, with three sub-options:
155. > a. General PE that is looking to build an RE [Real Estate] arm, eg CV, APAX
156. > b. Credit platform that is looking to build an equity arm, eg Bain
157. > c. Brand that is looking to reposition themselves eg EQT (he doesn't get the Exeter thing) or Carlyle (why haven't they raised)
158. >
159. 2. Big real estate investors eg pension fund, SWF [Sovereign Wealth Fund], insurance co, but he would want to be CEO/ CIO [Chief Executive Officer/ Chief Investment Officer]
161. 3. Set up on his own with a backer but that's more of a long shot
162. >
163. I thought of the following:
165. Averroes ? discussed with him without naming
166. Grove ? he was discussing how they invest top down, have a theme and then go build and it sounded so up their alley? He's half German half Spanish and could be good succession to Markus provided he checks out
167. Hines ? didn't name them but could be a good candidate for what Alex Knapp was discussing with us, which I'm going to follow up with him on
169. ?
171. I asked LS about him, feedback was: good guy, great nose for RE, not detailed at all. I sensed he was holding back on something so we'll need to run more references"
173. It is relevant to note that Dr Abel had initiated contact with SPL because he was looking for a new position and presumably hoped that SPL might be retained by someone already looking for a person like him. In other words, this was not the perhaps more usual situation where an executive search consultant has a mandate to fulfil a role and was seeking to interest a potential candidate: this was a candidate looking for a role.
175. Mr Field's evidence was that he put Dr Abel forward as a potential candidate to one employer, Petrus Advisers, but that Dr Abel was not interested in that position; and that he also probably put Dr Abel forward to a company called Alpine Grove but he was not sure. Mr Field said:
177. "It was big news that Michael was in the market, but there weren't many stellar opportunities in the market at that time as the market was still dry?"
178. On 27 January 2023, Ms Sousou and Dr Abel first connected by WhatsApp, when Dr Abel sent Ms Sousou a message from his personal mobile phone. On 28 January 2023, Ms Sousou sent a few messages to Dr Abel about potential employment opportunities. He responded tepidly to what was available, eventually saying:
180. "My clear preference is to build a new business, ideally for myself, and alternatively for another established PE [Private Equity] fund if I have a clear mandate. However, I will stay open minded, so feel free to share other ideas, you never know".
181. On 1 February 2023, Ms Sousou and Mr Field met a Mr Till Hufnagel of Petrus Advisers. The meeting was clearly convened so that Mr Hufnagel could tell SPL about his requirements for a position at Petrus Advisers: at 18:00 on that day Ms Sousou emailed Mr Hufnagel to say that she and Mr Field were keen to help him with the search and to ask him for a job description. She also said that SPL would put together a proposal "and also revert on the one idea I had on the call".
183. The idea she had on the call must have been that Dr Abel might be the right man for the Petrus Advisers position: Ms Sousou had messaged Dr Abel only an hour earlier to tell him that she had "an exciting opportunity to discuss". They spoke shortly after that and on the morning of the following day, Ms Sousou emailed Mr Field to inform him that Dr Abel was "interested" in the Petrus position.
185. On 3 February 2023, Ms Hamzawi emailed Ms Sousou regarding another potential placement opportunity with Blackstone, suggesting that Dr Abel could be proposed to fill the role. Ms Sousou replied instantly saying that Ms Hamzawi should not name Dr Abel to Blackstone at that time, but rather:
187. "? pitch has to be ? one of the Euro heads of one of the PE funds? any appetite for that seniority?"
188. Later that day Ms Hamzawi reported that Blackstone had no interest in someone at Managing Director level, to which news Ms Sousou responded "I will switch off Abel".
190. There must have been some calls between Ms Sousou and Dr Abel between 1 and 6 February 2023, because on the latter date Dr Abel texted Ms Sousou to remind her to use his personal phone, and then proposed lunch on 10 February. Ms Sousou could not make that time and proposed 4pm the following day in Mayfair; after a bit of back and forth they settled on 5pm at Annabel's on the following evening. Both of them said they had meetings in Annabel's with other people at 6pm, so their meeting was planned to have a hard stop.
192. In summary, by 6 February 2023:
195. i) The documentary record shows that contact between Dr Abel and Ms Sousou from 20 December 2022 until 6 February 2023 had been in connection only with potential placements of Dr Abel with new employers;
197. ii) Dr Abel's points of contact to discuss such placements had been Ms Hamzawi and Ms Sousou;
199. iii) Dr Abel had mentioned to Ms Hamzawi his desire to manage a fund, either on his own account or for an institution that gave him freedom to make decisions;
201. iv) There is no record of either Ms Sousou or Dr Abel having suggested or even considered a proposition whereby Ms Sousou might assist Dr Abel in raising seed capital for a proposed new fund to be managed by him.
203. Against that evidence from the contemporaneous documents, further aspects of Ms Sousou's evidence regarding the background to the 7 February 2023 meeting are shown to be largely inaccurate:
205. i) She said that when Dr Abel first contacted her in December 2022, she "told him candidly that it was the worst time to raise capital" and that it would be particularly difficult for him because he did not "own" a track record (in the sense that his previous activities were on behalf of an employer, not on his own account). I cannot believe that this happened: there is nothing to suggest that Dr Abel was talking about raising capital in December 2022.
206. ii) She insisted that in January and early February 2023, SPL continued "to introduce him to our contacts" and that all such business on the executive search side was conducted entirely by Ms Hamzawi and Mr Fields. Ms Sousou said that her role was "entirely focussed on Sousou Connect". This is simply incorrect: Ms Sousou was actively engaged in the executive search and placement activities with Petrus and Blackstone and there is nothing at all to suggest that she had even mentioned the existence of Sousou Connect.
207. iii) She said that on 7 February 2023 Dr Abel made clear he wanted to focus solely on fundraising and called to arrange a meeting at Annabel's to discuss strategy and the terms of engagement. That again is simply incorrect: the meeting at Annabel's was arranged by text on 6 February not by a call on 7 February, and there is no evidence to suggest that Dr Abel had decided to focus solely on fundraising by 6 or 7 February 2023. Indeed, as will be seen below, for some time after 7 February SPL continued to put Dr Abel forward to clients for whom it was undertaking executive search work.
208. The 7 February 2023 meeting at Annabel's
209. The scene of the meeting
210. At 16:44 on 7 February 2023, Dr Abel texted Ms Sousou to tell her that the call he was on was running over and asking to push the time of their meeting back to 17:15. There is no dispute that the pair met at the Rose Bar in Annabel's at about that time. There are then no more text or email messages between Dr Abel and Ms Sousou until 16 February 2023. Accordingly, to reconstruct what was likely to have been discussed at Annabel's that evening it is necessary to look at the written communications which post-date the meeting and then consider the evidence of the witnesses in the context of those contemporaneous documents.
212. Before turning to the documents, however, I note the setting in which the meeting took place. It was not disputed that the meeting took place at the Rose Bar over a drink. Both Ms Sousou and Dr Abel accepted that conversation was possible despite their being in the bar. The meeting took place at 5:15pm on a February Tuesday: neither of the witnesses suggested the bar was empty.
214. The documentary evidence
215. It is important to note at the outset that when Ms Sousou wrote to Dr Abel she did so either via WhatsApp or by emails sent from her email address at SPL. She sent no emails at all from any account at SCL. Ms Sousou explained in evidence that she had had difficulty setting up her SCL email account on her phone, and there was an email in the bundle from April 2023 which showed her IT administrator seeking to explain to her the various ways she could achieve that. Whatever the explanation for it, the fact is that there was not a single email in the trial bundle sent from a SCL account.
217. Against that observation, I turn to the contemporaneous documents.
219. At 17:53 on 7 February 2023, Ms Sousou emailed herself with the subject line "Abel". The contents of the email were as follows:
221. "Kkr
222. Carlyle
223. EQT
224. Northwood
225. Invel
226. Markus"
227. At 17:55, Ms Sousou replied to her own earlier email, adding a single further name: "Wafra".
229. Ms Sousou's evidence was that she sent these notes to self during the meeting with Dr Abel rather than after it had ended. The precise timing of the email does not matter in my view: the significance of the emails lies in their content. During the course of giving evidence, Ms Sousou and Dr Abel both gave the following information about each of the names in the two emails:
231. i) KKR: Ms Sousou said this was a reference to a possible employment role for Dr Abel; Dr Abel agreed.
232. ii) Carlyle: Ms Sousou said this too was a reference to a possible employment role for Dr Abel; and again, Dr Abel agreed.
233. iii) EQT: Ms Sousou said that this was a reference to a possible source of seed capital for Dr Abel's proposed new fund. Dr Abel disagreed with this: he said that EQT, like KKR and Carlyle, is a "GP" role. As such, it neither would nor could have been a potential source of seed capital for a new GP being set up by Dr Abel.
234. iv) Northwood: Ms Sousou said that this too was a reference to a possible source of seed capital. Dr Abel said that it too was a GP; and thus that it cannot have been under discussion as a potential source of seed capital.
235. v) Invel: Ms Sousou said that this was a company which was seeking to raise capital and that her idea had been that Dr Abel and Invel could seek to raise capital together in a form of joint venture. Dr Abel was not asked about this, but it is clear enough from Ms Sousou's evidence that Invel was not being discussed as a potential source of seed capital for Dr Abel's new fund.
236. vi) Markus: this was a reference to Markus Hine, a founder of a company called Alpine Grove. Ms Sousou's evidence was that Mr Hine was seeking to step down from his role at that time, and Alpine Grove was looking to replace him with someone who could buy into Alpine Grove itself.
237. vii) There was no dispute between Dr Abel and Ms Sousou that the only context in which Wafra was mentioned was that of being a potential provider of capital.
238. On 8 February 2023, Ms Sousou's assistant emailed Markus Hine's assistant Dr Abel's CV. Self-evidently the purpose of doing that was connected with the potential recruitment of Dr Abel by Alpine Grove.
240. Also on 8 February 2023, Ms Sousou had a meeting with Mr Nasir Alsharif of an enterprise called Sackville Capital. Following that meeting, she emailed Mr Alsharif:
242. "As always I really enjoyed the discussion and am excited to be working with you as you build out your ambitions for Sackville. Please let me know if you have any material on Sackville I can use for introductions to:
243. 1. Michael Abel from TPG (see attached info) who has recently resigned as head of Europe PERE
244. 2. John Barakat from Girona
245. 3. The Livingstone Brothers from London & Regional
246. 4. John Kukral ? founder of Northwood
247. 5. Board Candidates?"
248. Ms Sousou accordingly drew a distinction in her email to Mr Alsharif between "Board Candidates" on the one hand and the named individuals on the other. She explained in evidence that the purpose for which she wished to make introductions to Dr Abel, Mr Barakat, and the Livingstone Brothers was because each of them was potentially someone in whom Sackville could invest; and her evidence on that was supported by an email she sent to Mr Alsharif on 24 March 2023 clarifying that the purpose of her proposed introductions of the last-named individuals had been "for capital/ seed".
250. On 9 February 2023, Ms Sousou sent herself an email titled "Abel" containing just one word: "Sackville".
252. Later the same day, Ms Sousou's assistant emailed her with a schedule of upcoming meetings and a list of potential introductions. In the list of introductions were two proposed for Dr Abel, one with Markus Hine of Alpine Grove and the other with Till Hufnagel of Petrus Advisers. Ms Sousou replied to the email correcting a mistake regarding another proposed introduction:
254. "It's not nasir [Alsharif, of Sackville] and jo azelby [of UBS], its jo azelby and michael abel ? p;ease dont action this one yet, as i still need to talk to michael".
255. Dr Abel's evidence was that the purpose of any introduction to Joe Azelby was the possibility of UBS's building a new fund which it owned but which focussed on real estate. That is consistent with various emails passing between Mr Azelby and Ms Sousou and others at SPL over February and March.
257. On Friday 10 February 2023, Dr Abel met Mr Hine of Alpine Grove. Ms Sousou emailed Dr Abel on Sunday 12 February 2023 enquiring how that meeting went and saying "Also, I have two other ideas would love to chat with you about. Will try you tomorrow". The two ideas seem from the documents just reviewed above to have been a potential introduction to Sackville and the potential introduction to UBS.
259. On 13 February 2023, at 12:00 noon, Ms Sousou replied to the one-word ("Sackville") email she had sent to herself on 9 February 2023. The email contains what appears to be a record of a conversation she had had with Dr Abel. It reads:
261. "platform strategy
262. focu on corp platforms, buy or build
263. theme ? student housing, industrial, life science OR cyclical plays ? flexible depending on cycle
264. covid ? hotels
265. or
266. speci situations, trouble corp arms
267. buy existing or building new platforms, extention of what ive been doing last decade
268. approach and team"
269. Both Ms Sousou and Dr Abel considered that this email probably recorded a conversation between the two of them on 13 February 2023; and that what it recorded in substance, and at a very high level of abstraction, was in essence the strategy later pursued by Greykite.
271. At some point on the same day, Ms Sousou must have spoken to Mr Adel Alderbas, the Chief Investment Officer of Wafra, because she emailed him at 16:53 attaching Dr Abel's CV (on SPL headed paper); a sheet showing the deals Dr Abel had worked on in recent years; and a brief statement (a "bio") about Dr Abel, also on SPL headed paper. To the same email she attached a "brief teaser" regarding Mr John Barakat; and an "L&R platform opportunity".
273. Almost immediately after sending that email she wrote to Dr Abel, telling him:
275. "Wafra are interested in meeting with you. We will start with a zoom ? Denise will organise and you and I will certainly catchup ahead of it"
276. Dr Abel replied a few minutes later, "Sounds good. When?" On 15 February 2023, a video meeting was arranged for 17 February 2023 at 4pm. Dr Abel sent a WhatsApp to Ms Sousou on 16 February 2023 asking for a chat ahead of that call.
278. On 16 February 2023, Ms Sousou wrote to Mr Alsharif of Sackville to tell him that she was "scheduling you with Michael Abel and John Barakat as discussed".
280. There is no dispute that at their video meeting on 17 February 2023, Dr Abel and Mr Alderbas initiated a discussion on the possibility of Wafra providing seed capital for the project which Dr Abel was contemplating and which eventually became Greykite. Shortly after the meeting, Ms Sousou emailed Mr Alderbas, saying:
283. "I caught up with Michael ? he really enjoyed the discussion and felt that this could have legs. He mentioned that there might be a follow up call and potentially a meeting when you are next in London. Please let me know if easier to chat and I can arrange via your office. I am keen to hear your feedback"
285. Also on 17 February 2023, Dr Abel had a video call with Mr Azelby at UBS.
288. By 17 February 2023, therefore, the range of things that Ms Sousou had done which conferred potential benefits on other people, including in particular Dr Abel, was as follows:
291. i) First, she had introduced Dr Abel to some clients of SPL (Alpine Grove, Petrus Advisers) as a potential candidate for open positions in their organisations;
293. ii) Second, she had introduced Dr Abel to a client of SPL's (UBS) as a candidate to run a new fund, possibly a fund created specifically for Dr Abel to manage;
295. iii) Third, she had introduced Dr Abel to a contact of SPL's (Sackville) as a person seeking capital;
297. iv) Fourth, she had arranged for the introduction to each other of Dr Abel and Wafra to permit them to explore the possibility that Wafra might provide seed capital to a new fund to be managed by Dr Abel.
299. As is clear from the review above, there is no written communication between Ms Sousou and Dr Abel in the period 7 to 17 February inclusive which records any agreement with Dr Abel regarding any terms on which Ms Sousou might have been acting when she did the things particularised in the preceding paragraph, including the introduction to each other of Dr Abel and Wafra.
301. Between 17 February and 27 February 2023, Ms Sousou exchanged various emails and WhatsApp messages with Dr Abel. They are short and read in full:
304. "[2/17/23, 16:40:38] Michael Abel Personal: Do you have a few min to debrief?
306. [2/17/23, 22:09:34] Ghada: Hi Michael. I checked with Ramez and at this point they have no appetite .. (outside of looking at portfolios / existing platforms) so best route in is via wafra. I will revert once I speak with Adel
308. [2/17/23, 22:13:41] Michael Abel Personal: Ok thanks for checking
310. [2/21/23, 06:01:20] Michael Abel Personal: Hi Ghada, just as a reminder, Adel said he will be in London the week of 13-17 March. As it is the mipim week, the only day I will be in london is Monday 13th. We should try to schedule a meeting with him that day as it would be great to meet him in person. Obviously I am also happy to fly to NYC anytime to present my strategy and progress our dialogue. He also mentioned a follow up call this/next week with one of his MDs, once he has digested the info. All of this obviously assumes positive feedback, so let's debrief once you had a chance to speak with him. Thx m
312. [2/21/23, 06:32:01] Ghada: Hi Michael. Leave w me I will chase
314. [2/21/23, 08:56:45] Michael Abel Personal: Thank you
316. [2/23/23, 17:56:57] Michael Abel Personal: Good call with Joe. Let's debrief when you have a moment.
318. [2/25/23, 03:49:26] Ghada: Hey Michael I'm travelling today around all day tomorrow or next week if you prefer. I have a call into Joe as well. Also in touch s Adel's office about next steps. Adel meant to be calling me back on Tuesday to get his feedback
320. [2/25/23, 08:50:34] Michael Abel Personal: Sure let's speak this weekend. Which slot works best for you?
322. [2/26/23, 10:39:52] Ghada: Hi. Good time?
324. [2/26/23, 10:45:38] Michael Abel Personal: In ca 30 min?
326. [2/26/23, 10:45:52] Ghada: Great"
327. In my judgment, the chain of WhatsApps set out above show Dr Abel and Ms Sousou working to a limited extent as a team to assist Dr Abel's new relationship with Mr Alderbas to deepen.
330. On 27 February 2023, Ms Sousou sent an important email to Dr Abel, with the subject line "Proposal". It read as follows:
333. "Hi Michael,
334. As discussed, please see my proposal below:
335. > ?5,000 on agreement
336. > ?5,000 monthly retainer, cancel anytime
337. > 1% on funds raised via our introductions
338. > 3% on seed capital raised and/ or any strategic introductions and/ or co-investments via our introductions
339. Best
340. Ghada"
342. On 3 March 2023, Dr Abel and Ms Sousou spoke shortly after 8:45 am. It seems they discussed the proposal made by Ms Sousou on 27 February 2023. After the call, Ms Sousou sent herself an email:
345. "fees to come out of management fees/ profits
346. payment plans
347. not of k raised
348. 4 year payment plans"
350. Ms Sousou said in cross-examination that this note records Dr Abel's "re-proposal" (which I understood to mean "counter-offer") to her original proposal of 27 February 2023; and she did not accept the proposal.
353. Although there had been no resolution reached over the proposal/ counter-proposal, Ms Sousou nevertheless over the next few days liaised between Dr Abel and Mr Alderbas, and also between him and Mr Azelby, effectively smoothing Dr Abel's path with those two men so that more serious conversations could be had regarding commercial propositions after their initial meetings. On the morning of 7 March 2023, Ms Sousou WhatsApped Dr Abel: "Let me know your thoughts on how we work together. Thx".
356. Later on 7 March 2023, before Ms Sousou had received any reply from Dr Abel regarding how they might work together, she received an email from Mr Alderbas:
359. "I reached out to Michael just now re mon 13 th. I'll have more bandwidth tmrw and will reach back out to u then"
361. By 7 March 2023, then, Dr Abel and Mr Alderbas had had a promising video call on 17 February 2023 resulting in a tentative agreement that they would meet in person next time Mr Alderbas was in London; and then Mr Alderbas, apparently prompted by Ms Sousou, contacted Dr Abel to arrange that in person meeting.
364. On 8 March 2023, Dr Abel replied to Ms Sousou's proposal of 27 February 2023, as follows:
366. "Hi Ghada,
368. It has been great spending a bit more time with you in the last few weeks and I am keen to find a way to work together.
370. As mentioned on our call, and considering that you run a search firm, our collaboration would have to be based on a 'search firm format' and it cannot be in a 'placement agent' format.
372. The challenges with the placement agent topic are:
374. 1) I am not allowed to instruct a placement agent during my non-solicit period which does not expire until 30th Aug;
376. 2) Placement agents are usually investment banks. I am already talking to the top 5 and will instruct one in Sep in a very selective way, ie it will exclude any existing LPs (as I have the contacts myself) and LPs I already know, and it will focus exclusively on LPs that I don't know and/or can't reach myself. All these different buckets will be pre-defined upfront in a customary way.
378. 3) Placement agents usually don't charge higher fees for strategic LPs vs. standard LPs. Strategic LPs, who act more like backers, already come at a much higher price for the GP as they take a % in the GP, so PA fees are generally just based on first year's mgmt. fees for both types.
380. As mentioned, I think you should look at the other side of the table for your fees, which again is the customary way for a search firm. I am an individual with limited resources, and the other side are large financial institutions with billions on their balance sheet. If you find them an interesting investment opportunity that they want to pursue, it would be unreasonable/unlikely that they would not want to pay you anything.
382. Nevertheless, I am ok to pay you a ?5k monthly retainer for the next 3 months, and if the intros lead to something significant (ie needs to be defined), I could pay you a ?100k success fee per successful intro, assuming you are not already paid by the other side. It would exclude existing LPs or people I know myself, so it must be complementary and focus on people/firms that I don't know and/or can't reach, and we would always have to pre-define those groups/types in advance. Having said that, I think we would need to keep our fee arrangement confidential, as it will discount your valuable opinion to these parties, if they know you are not providing all independent view and you are instructed by me. Please also note, that none of the other top search firms are asking for anything.
384. Again, I would love to work with you, so I hope the above make sense. Please let me know if you would like to discuss over the phone."
386. On the face of it, that email from Dr Abel appears to reflect his considered response to the proposal made by Ms Sousou on 27 February 2023, after their initial discussion of that proposal on 3 March 2023. As is evident from the email, Dr Abel appears to have been a little surprised at receiving a proposal that he pay fees at all, on the basis that he was assuming anyone who invested in his potential fund following an introduction made via Ms Sousou would pay Ms Sousou a fee for introducing the investment opportunity. Nevertheless, he also saw value in having Ms Sousou's assistance in making introductions and so accepted her proposal that he pay a retainer fee for three months; and indicated that (subject to clarification regarding the definition of 'success') he would consider paying her a fee if the investors themselves did not agree to do that.
389. It will be recalled that SCL's case is that the Annabel's Agreement was concluded on 7 February 2023, fully one month earlier than Dr Abel's reply to Ms Sousou's proposal of 27 February 2023. The next email in the chain was sent by Ms Sousou on 9 March 2023, answering Dr Abel's email of the previous day. Ms Sousou said this
391. "Thanks for this and for taking the time to work through this. A couple of things:
393. ? i am not presenting myself as a placement agent, I don't have the due diligence capabilities nor licensing to position myself as such. However, given the depth of my relationships and relevance and most importantly, the timing and my reach straight to the decision makers, we present a very different opportunity for both sides. As I hope you have noted, I can quickly get you infront of strategic potential relationships that are relevant
394. ? as i hope you noted, i check (and probably double check) before any intro. I am keen not to intro you to someone you know or can reach. same for the other side
395. ? i will only take fees from one side
396. ? I am happy with the retainer arrangement for now, we can date it march, april, may - let me know how where best to invoice
397. ? on the back end, if you want to work on a flat fee, 100k is less than half an avg search fee for us. I can only call on my clients rarely on these types of intros. I would propose - 75% of first year management fees paid over two years.
398. ? happy to sign an nda and keep this confidential
399. Let me know if this is acceptable".
401. As is self-evident from that email, it contains no mention of the Annabel's Agreement; no protestation that an agreement has already been concluded; and no expression of surprise that Dr Abel's email of 8 March 2023 had all the appearance of being exploratory of how a commercial relationship might be established, as if there had been no Annabel's Agreement. On the contrary, Ms Sousou's email appears on its face to show her seeking to persuade Dr Abel of the value of the services she could offer with a view to his agreeing to pay more than he was then offering. She also stated she was "happy with the retainer arrangement for now".
404. Dr Abel replied on 10 March 2023. His reply was in fact spread over three emails, and I have amalgamated the text to show what it was he explained he was actually trying to say in the first email:
407. "Thanks for your note. So far, all our interaction has been very smooth and I am very appreciative of your support.
409. I won't be able to pay more than the 100k suggested in my email. However, I would see it as a backstop, ie this would be the worst case if the big institutions wouldn't pay you anything, which is very unlikely. In addition I am also ok to pay you the 100k even if the other side pays you, ie you get funds from both sides, so hopefully together you should get to a decent place"
411. As is self-evident from that email, Dr Abel was stating that he was not prepared to pay Ms Sousou more than ?100,000 for the help that she was giving him and he anticipated that she would get paid by the investor into any new fund set up by him, not by him personally save as to ?100,000.
414. Ms Sousou replied on the following day that Dr Abel's latest proposal "doesn't work for me". She continued, "Let's speak so that we can come to terms that we both find reasonable". The words used in this email strongly suggest on first reading that terms had not been agreed as at the date of the email: if they had been, there would be no need to come to terms that both Ms Sousou and Dr Abel found reasonable.
417. On 13 March 2023, Dr Abel and Mr Alderbas met in person. The following day, Ms Sousou had the following email exchange with Mr Alderbas:
420. "[Ms Sousou]
422. Dear Adel,
424. I spoke with Michael yesterday and he very much enjoyed the discussion and is keen on progressing with Wafra. He mentioned that as a next step he will be meeting with Gustav. I am happy to give you more detailed feedback and am available to discuss and also help coordinate the meeting. Otherwise happy to discuss next week when we meet.
426. [Mr Alderbas]
428. Thanks Ghada. Likewise I enjoyed meeting Michael in person and will push our dialogue forward.
430. Look forward to seeing you next week"
432. It is noteworthy that Mr Alderbas there politely ignored Ms Sousou's offer to "help coordinate the meeting" proposed between Dr Abel and "Gustav". I suspect he probably felt that Wafra was itself able conveniently to arrange the meetings it wished to have with Dr Abel.
435. On 17 March 2023, Ms Sousou emailed her bookkeeper (a third party supplier called MPL) saying that she was "working on a new consulting assignment" for Dr Abel. She asked the bookkeeper to send three monthly invoices to Dr Abel: two immediately, for March and April, and then a third in mid-April to cover May. She said that the invoices had to be sent from SCL, not SPL; and sent to Dr Abel directly, as he was "hiring me as a person", i.e., as a natural person and not on behalf of a corporate body. She told the bookkeeper "he has left TPG and I am introducing him to capital".
438. Later that day, the bookkeeper emailed to Dr Abel two invoices. The email itself came from an SPL email address. Each invoice contained no detail of the services to which the fee related. Rather there was simply the phrase "Retainer 1" for the March invoice and "Retainer 2" for the April invoice. Each invoice was for ?5,000 plus VAT. There were no details about SCL on the invoice ? no company number, no address (the address at the bottom of the invoice was that of MPL), no contact details ? just the words "Sousou Connect", without even an indication that this was a limited company.
441. On 18 March 2023, Ms Sousou sent another fairly lengthy email to Dr Abel:
444. "Hi Michael,
446. Great progress with UBS and Wafra. I will revert on ADIC and wait on you regarding High Vista, before I approach them i forgot to mention that Denise will be reaching out to schedule your meeting with Sackville who are back in town.
448. Regarding fees, I am able to work on three intros at any one time. I have agreed terms with the other two and am very flexible on structure and approach within reason, however am keen to agree terms at this point.
450. I am in NY Sunday to Friday however accessible on email and text preferably, otherwise phone.
452. ? 5k monthly retainer, plus 1% of equity raised, payment plan of 3 years
454. ? no retainer - 1.5% of equity raised, payable over 3 years
456. ? 5k monthly retainer, plus 70% of management fees of year one, payment plan of 3 years (you mentioned the idea of basing it on fees)
458. Best wishes"
460. The terms used by Ms Sousou in this email suggest on their face that no terms had yet been agreed between her and Dr Abel besides the three-month retainer: that is why she was "keen to agree terms at this point". The three separate proposals she made were all distinct from each other, sharing in common only that there could be a three-year period for Dr Abel to pay any fee calculated as a percentage of equity raised/ as a percentage of management fees generated over the first year of any new fund set up by Dr Abel.
463. Dr Abel replied to that email on 26 March 2023, as follows:
466. "Thank you for your note.
468. Unfortunately, you presented your 'placement agent' type fee request after you made the intros to UBS and Wafra. This is a highly unusual fee request for a 'search firm', so asking for it afterwards, puts us both now in an awkward position. If you would have asked me beforehand, I would have told you right away that this construct does not work for me in the context of a normal intro, plus the reasons I have set out in my previous email below.
470. I would also like to highlight, that I am working with other search firms and advisors, who are all making similar intros, but nobody is asking for any kind of fees. The only parties that ask for fees for an intro are placement agents, but their intros come with a whole range of other services, as part of a structured fundraising process.
472. Consequently, I think we need to discuss this fee topic now openly with Wafra and UBS, to come to a solution between the 3 parties. The timing is clearly not ideal for the process, could be even counterproductive, but I don't see another way to resolve it if you insist on this request.
474. Re all the other ideas, I suggest we put them on hold, as based on your fee request, I would not be able to collaborate with you.
476. I would like to re-iterate, that I am keen to find a way to work with you, as I value your ideas and efforts, but it would have to be in a search firm format. I am happy to pay the retainer, a ?100k success fee (which is already unusual as the candidate), plus I would also give you the mandate afterwards to build out my team and would therefore constitute valuable future business for you."
477. It appears from the face of this email that Dr Abel either actually believed, or at least purported to believe, that at the time of writing it there was no concluded agreement between himself and Ms Sousou (whether her personally or acting as agent for a company) regarding anything other than the three-month retainer. Furthermore, he expressly referenced what might have happened had Ms Sousou asked for the kind of arrangement being proposed before introducing him to UBS and Wafra, making clear that he would not have agreed any such thing.
479. Finally for present purposes, it is helpful to consider a draft email from Ms Sousou to Dr Abel prepared by her on 26 March 2023 and sent on that day to her brother for his comments. Ultimately Ms Sousou did not send the proposed email, but what she had drafted read as follows:
481. "I have to say this note is both disappointing and surprising
483. I have mentioned our fee expectation from day one (Feb 13th, before your first meeting with Adel) as I'm sure you will remember (I specifically suggested tying it to capital raised and you had suggested we think about basing it on management fees instead, with a timeline). And from my perspective worst of all - I don't appreciate the implication of my 'tricking you.. I have been in this industry for over two decades and have yet to be accused of it.
485. Also please be aware I personally don't work on search assignments for 100k let alone capital intros. In fact I am deeply surprised that you are offering a fee at 100k for positioning you for seed capital of potentially 200m from wafra and from ubs!
487. Of course given you believe the value of my work is not of worth- I will have to agree with your note below and we should stop on any further collaboration. Unfortunately however, given the timing of your response I have little bargaining power with the doors I have opened for you. Let me know how you would like to land on this, in the meantime I would like to request that you not have any discussions on my behalf with any of my contacts regarding my fees"
488. The key observations to be made about this draft email are these:
490. i) First, Ms Sousou asserted there that "day one" was 13 February 2023 ? not 7 February 2023.
491. ii) Second, there was no fee proposal of any kind made (in writing at least) before 13 February 2023. As noted above, paragraph 72, the first proposal in writing was made on 27 February 2023.
492. iii) Third, Ms Sousou asserted that Dr Abel's email implied that he believed Ms Sousou had been tricking him; but there is no basis for such an assertion, since nothing in Dr Abel's email implies that.
493. iv) Fourth, Ms Sousou was apparently prepared to stop work pending an agreement on a back-end fee: she appears to have forgotten that there was already an existing agreement that she be paid for doing this work;
494. v) Fifth, Ms Sousou made no mention of the Annabel's Agreement.
495. The pleaded case regarding the Annabel's Agreement
496. The pleaded case is as follows:
498. "7. It was agreed at the meeting on 7 February 2023 that:
500. 7.1 SCL would provide services to assist Mr Abel with fundraising, including: (i) identifying potential investors from within SCL's network; (ii) making introductions to potential investors with whom SCL has strong relationships, such as Wafra Inc, a US investment firm based in New York ('Wafra'); (iii) pitching and positioning Mr Abel to investors; (iv) organising meetings between Mr Abel and decision-makers at investors to increase the likelihood of a successful investment; and (v) providing ongoing advice and guidance to Mr Abel to help him secure capital from those investors (the 'Services').
502. 7.2 In return Mr Abel would pay SCL (i) an initial monthly retainer; and (ii) a back-end success fee in the event that capital was raised as a result of introductions made by SCL (the 'back-end fee'). See further paragraphs 37 and 38 below.
504. ?
506. 37. By an oral agreement entered into between Ms Sousou, on behalf of SCL, and Mr Abel on 7 February 2023 (the 'February 2023 contract'):
508. 37.1 SCL agreed to provide the Services;
510. 37.2 Mr Abel agreed that SCL would be paid an initial monthly retainer and a back-end fee.
512. Paragraphs 6 and 7 above are repeated.
514. 38. It was an implied term of the February 2023 contract that SCL would be paid a reasonable price for the Services, such term to be implied pursuant to s.15(1) of the Supply of Goods and Services Act 1982 or, alternatively, in order to give business efficacy to the contract and/or as an obvious inference from the contract"
516. The oral evidence
518. Given that the only direct evidence as to the existence of the Annabel's Agreement came from the testimony of Ms Sousou and Dr Abel, it is particularly important in this case to consider the credibility and reliability of that evidence. On the whole, such testing can be done by reference to how what is said fits into the documentary record, but as noted above there were overarching criticisms made of Ms Sousou's and Dr Abel's credibility.
521. The criticism of Ms Sousou was mainly, although not exclusively, founded on an email that she had sent to HSBC on 29 August 2023. In that email, she had said, among other things:
523. i) SPL wished to put in place an overdraft facility with HSBC to manage down cycles in what Ms Sousou described as "down cycles" in "our industry". The business which she was discussing the email was clearly SPL, as she referred frequently to that entity and not at all to SCL.
525. ii) Of Dr Abel, she said this: "we are expecting 2 term sheets this week (Wafra/ Sackville) having raised for Michael ?300m of seed capital. Our fee expectations are set at 3% for this fundraise, which will be paid out over 3 years. We expect the first tranche in June 2024". Attached as proof of this apparent income was an email titled "Proposal". The only email I am aware of with the title "proposal" which refers to a fee of 3% of capital raised is the one sent by Ms Sousou to Dr Abel on 27 February 2023.
527. iii) She also said that among SPL's current debtors was Dr Abel, who she said had entered a "monthly rolling retainer (starting Sept)" for ?5,000 per month.
528. As Ms Sousou was obliged to accept under cross examination, what she had said about the revenue to be expected from the relationship with Dr Abel was incorrect and misleading:
530. i) There was no basis for asserting that SPL (sic: there was no mention of SCL in the email and this was an application for an overdraft for SPL) would be receiving 3% of ?300m from Dr Abel paid over 3 years
531. ii) There was no basis for asserting that the first such tranche would be paid in June 2024;
532. iii) There was no basis for the assertion that Dr Abel had entered a rolling monthly retainer for ?5,000 per month starting in September 2023.
533. Furthermore, it seems to me and I so hold that the "evidence" attached to the email (i.e., the email titled "Proposal") ought to have been known to her to present a very incomplete picture. The 27 February 2023 email showed only a proposal, not an acceptance, and as already reviewed above, Ms Sousou would have known there was clearly room to argue about what had actually been agreed with Dr Abel since his emails suggested he was not prepared to agree any back-end fee at all. Furthermore, as late as 6 July 2023, Ms Sousou had written to Dr Abel again regarding what she termed "placement fees":
535. "Separately, I am keen at this point that we agree what will be put forward as my fee when you discuss the terms with Wafra (and hopefully others). As you are aware, the median fee market on strategic capital is 2.5% and are typically as high as 3%- Further, as I am sure you are aware, the smaller deals - the higher end of the fee range. I am not asking for those levels but am fully expecting 1.5% on any successful placement. I want to be certain that we are aligned here before moving forward - I am sure you can understand it is important that we are in agreement."
536. Not only does that email suggest that a back-end fee had not been agreed even as at July 2023, but it also shows that Ms Sousou's expectation in July 2023 was a fee of 1.5% of capital raised, i.e., half the amount she told HSBC in the email of 29 August 2023.
538. Ms Sousou explained inaccuracies and inconsistencies in documents on various occasions as the result of her being "optimistic", "excited" or "commercially aggressive". Having seen Ms Sousou give evidence over two separate court days, I am prepared to accept that these powerful drivers and intense focus on getting what she was seeking in any particular context might well have blinkered her to the existence of facts which fundamentally undermined the truth of what she was saying, such that she ended up making misleading statements carelessly rather than deliberately. I certainly did not form the view that Ms Sousou was trying to mislead the Court; rather, the longer her evidence went on and the more documents were put to her, the more I came to the view that she had completely convinced herself of the truth of what she was saying and could not recognise how the contemporaneous documents presented inconsistencies with her version of events that required careful and detailed commentary if they were to be explained away.
541. The HSBC email in my judgment stands as evidence that Ms Sousou was certainly capable of making seriously inaccurate statements of fact in an important email, which, as she would have known, required care and accuracy in its composition. I do not rely on my conclusion regarding the significance of the HSBC email alone in forming my view of Ms Sousou's evidence, but it is a conclusion that must weigh in the balance of my assessment of the reliability of her evidence: her witness statement was, after all, a document which she would have known when preparing it required a great deal of care and accuracy.
544. As to Dr Abel, the criticism of his credibility turned entirely on the proposition that his witness statement had been carefully crafted to obscure what he knew to be the truth about the Annabel's Agreement. It was said in support of this proposition that:
546. i) In Section B of his statement, he downplayed the nature of his relationship with Ms Sousou before 7 February 2023, in order to give the impression that the meeting was an exploratory encounter between people who barely knew each other;
547. ii) In Section C of his statement, as in his defence, he asserted that there was no discussion at Annabel's of potential investors to whom Ms Sousou might introduce him; and yet, and in contrast, he said under cross-examination that "Wafra was mentioned at Annabel's"; and also accepted that the video call with Wafra on 17 February 2023 was to discuss a potential investment by Wafra into a fund to be run by him.
548. iii) In Section D of his statement, he did not address the various meetings he had with Wafra, Sackville and UBS, all of which concerned capital raising in one form or another; but he did accept in cross examination that these meetings took place and the subject matter of them was not potential recruitment but the raising of capital.
549. iv) Finally, Section E misstated the date of incorporation of Greykite. This was said to be an attempt to obscure what was "objectively part of the commercial story" and further to downplay the alleged role of SCL.
550. Mr Poole summarised the critique of Dr Abel's statement like this:
552. "[The statement] does present a narrative that introductions were minor, brief and in the context of employment opportunities, the period thereafter was of little significance, and meaningful movement towards launching a fund occurred much later."
553. It is certainly the case that Dr Abel's statement did not include all the evidence he gave under cross-examination. It was, like Ms Sousou's, a short document prepared in accordance with CPR PD 57AC and PD 32. It was stated to contain Dr Abel's recollections; and, pursuant to CPR PD 57AC paragraph 2.6, it may be assumed that Dr Abel's memory was refreshed only by his being shown documents which he created or saw.
555. Although there were a fair number of documents in the trial bundle dating from before 7 February 2023, almost none of them were created or seen by Dr Abel. There were a few emails dating from 20 December 2022, and they appear to show that the relationship between Dr Abel and Ms Sousou was an acquaintanceship, and hardly a deep one. I do not accept that Section B of Dr Abel's statement was prepared with a view to mislead; rather, in my judgment, it is to be understood as reflecting Dr Abel's sincere belief based on his recollection as prompted by the documents he had seen. The fact that Dr Abel was prepared to make concessions under cross-examination only reinforced my view that he was a witness of truth.
557. As to Section C, I do not consider that what was said there was misleading. The thrust of Dr Abel's evidence in that section regarding the possibility of Ms Sousou helping him raise investment was captured in paragraph 18:
559. "We did not discuss the possibility of me setting up on my own in any detail, as at this stage it was only one potential option that I was considering. Ms Sousou explained to me in very general terms that she might be willing to assist me in setting up a firm of my own by introducing me to potential investors. However we did not discuss this possibility in detail, or the potential investors that Ms Sousou might introduce me to"
560. Under cross examination, Dr Abel volunteered, unprompted, the following evidence:
562. Q. Now, you say no particular investors were discussed, no next steps were discussed, that's your position, correct?
563. A. We did discuss Wafra
564. Q. You did discuss Wafra?... sorry, you know we're talking about the meeting at Annabel's, don't you?...
565. A. Yes? as far as I remember, I think she had mentioned Wafra? Normally the way these meetings go is that they mention ideas?
566. Q. ? I'm asking very specifically about what was discussed in the 7 February meeting at Annabel's with Ms Sousou and I think where we've just got to is that you accept that Wafra was discussed at that meeting. That's right isn't it?
567. A. Wafra was mentioned but the purpose of that meeting, and where we spent most of the time, was generally talking about a general collaboration"
569. There was then extensive cross-examination about the significance of the fact that Dr Abel had not previously stated that Wafra was "mentioned" on 7 February 2023.
572. I do not accept that these facts disclose anything more sinister than that the mention of Wafra at the 7 February meeting was so fleeting that Dr Abel did not consider it material when preparing his statement. The statement addresses the allegations made that a deal was struck at Annabel's, and Dr Abel dealt with his position of that in detail. The evidence he gave on that question is not undermined by the mere fact Wafra was mentioned by Ms Sousou; and the fact that he volunteered this I view as evidence that he was a witness of truth who stated what he recollected without seeking to tailor his evidence to what he might have perceived to be his interests in this litigation.
576. As to Section D, it is true that Dr Abel's statement omits mention of the fact that in June 2023, Wafra indicated in principle that it was prepared to commit ?150 million by way of seed capital to launch a new fund to be managed by Dr Abel. That omission would have been significant and a valid source of criticism were it not for the fact that by his Defence, Dr Abel had admitted that in June 2023 Wafra had offered to commit to invest in his proposed new fund. The issue not being one of controversy, it seems to me perfectly acceptable for Dr Abel not to address it in his statement.
579. Accordingly, I reject the submission that Dr Abel's statement was misleading; and I reject the proposition that from its allegedly misleading content may be used as a forensic tool to discern that Dr Abel must have been covering up facts he knew to be true.
582. I turn now to the evidence of the witnesses regarding the meeting at Annabel's on 7 February 2023. I organise the evidence by reference to the elements of the pleaded case set out above.
585. Did Ms Sousou act on behalf of SCL?
587. Ms Sousou's witness statement did not address how it was that Dr Abel might have come to know that the services she was allegedly offering to provide to him would be provided by SCL, rather than SPL or by Ms Sousou personally. The issue arose on the pleadings (Dr Abel averred in the Defence that as far as he had ever been aware, Ms Sousou only acted in the executive search field through SPL and he denied that there was any mention of SCL at the Annabel's meeting), and it was accordingly for SCL to prove its case that it had contracted with Dr Abel.
590. When asked in cross-examination how Dr Abel was supposed to know that SCL was offering to contract with him, Ms Sousou said simply that it was "obvious" and that Dr Abel knew about SCL before the Annabel's meeting. I cannot accept this evidence: there is nothing at all to suggest that Dr Abel knew about SCL before 7 February 2023 (or indeed at any point before he received the first two invoices); Ms Sousou never wrote to Dr Abel from any email address other than her SPL email; and there was no mention of SCL on the SPL website.
593. Did Ms Sousou say that she could provide the "Services" as pleaded?
595. In her witness statement, Ms Sousou said that on 7 February 2023, Dr Abel had told her that "he wanted to focus solely on fundraising", and that as a result of Dr Abel's announcement to that effect, the meeting at Annabel's was dedicated to the discussion of "strategy and terms of engagement". I do not accept this evidence:
597. i) It is clear from the emails post-dating the meeting that Ms Sousou sought to assist Dr Abel in various ways which included putting him before her clients who were seeking people for very senior positions. It cannot, therefore, be the case that Dr Abel announced at Annabel's that all he wanted to do was start his fund; and it cannot be the case that the discussion centred only around his strategy for raising funds or the terms of engagement for Ms Sousou's assistance in that endeavour;
598. ii) It is inherently unlikely that Dr Abel would seek Ms Sousou's counsel on a strategy for raising funds. As far as he was aware, she was a recruitment consultant who knew some useful people; not a person able to provide services akin to a placement agent;
599. iii) It is inherently unlikely that Dr Abel and Ms Sousou would have had a commercially sensitive conversation in a bar where they could be overheard.
600. In my judgment, what is far more likely is that there was, as Dr Abel said in his evidence, a general discussion during which Ms Sousou suggested ways in which she could be of assistance in general terms; and Dr Abel expressed appreciation for the possibility of assistance and interest in general terms in hearing more about how Ms Sousou could assist him.
602. Did Dr Abel agree to pay a monthly retainer/ back-end success fees?
603. Ms Sousou's evidence regarding the compensation she says Dr Abel agreed to pay her for the services was this:
605. "During that meeting, I decided that I wanted to work on this assignment and I explained my usual approach: three monthly retainers, terminable after month three, and a 1.5 % success fee. Michael agreed. I specifically recall him stating there would be 'no problem' with the back end fees"
606. Dr Abel denied reaching any agreement regarding compensation at Annabel's. He also asserted that he would not have made the Annabel's Agreement for various reasons, of which two were as follows:
608. i) In February 2023 he had not set up Greykite and would not have agreed to be personally liable to pay what could be a seven-figure sum. If he had entered an agreement at all, it could only have been on the basis that any future fund he set up would pay commission. Although he did not put it this way, I understood his evidence to be therefore that the most he could have done at Annabel's would have been to agree in principle and subject to contract, with the actual contract to be negotiated by him on behalf of the new fund manager when it had been incorporated.
609. ii) If he had entered any kind of contract, it would have been detailed and written and contained precise wording regarding the definition of success and what Ms Sousou had to do before the back-end fee became due.
610. I accept Dr Abel's evidence and I reject Ms Sousou's evidence for the following reasons:
612. i) Ms Sousou's witness statement was significantly different from her pleaded case, albeit both were signed by her above a statement of truth. In the pleaded case, she said that a success fee was agreed in principle albeit the amount of that fee was not agreed; in her witness statement, she said that Dr Abel agreed to pay a success fee of 1.5% (of what is not stated). The commitment to two significantly different versions of the same agreement strongly suggests that Ms Sousou's recollection was imperfect.
613. ii) In none of the emails after the 7 February 2023 meeting did Ms Sousou complain to Dr Abel that he had agreed a success fee in principle, let alone that he had agreed a 1.5% success fee. Indeed, the first email which mentions fees at all is that of 27 February 2023, in which the percentages suggested are 1% on "funds raised via our introductions" and 3% on seed capital raised".
614. iii) It is inherently highly unlikely that Dr Abel would have agreed to pay Ms Sousou or SPL 1.5% of all funds raised in circumstances where he would have appreciated that the kinds of sums any new fund would be seeking to raise from each investor could easily have nine figures. It would be a reckless step indeed for Dr Abel to have agreed anything of this nature: Ms Sousou was not a placement agent with all the ability to add value that a placement agent might have; what she did was effect introductions.
615. iv) If Dr Abel were to have entered an agreement to pay a percentage, it seems to me inconceivable that it would been in such broad terms: as is clear from his emails after 7 February 2023, even if he was prepared to pay what he considered reasonable remuneration for Ms Sousou's assistance, he would have sought to negotiate the precise terms of what amounted to "something significant" derived from one of Ms Sousou's introductions.
616. v) The fact that SCL's case involved explaining Dr Abel's evidence as being a carefully constructed attempt to cover up the truth tips the scales further against SCL: it is inherently less likely that Dr Abel would give evidence dishonestly and there would need to be cogent reasons for concluding that he had done so. If, as I have found, Dr Abel gave his evidence honestly, then SCL's attack on him reflects the underlying weakness of its own positive case.
617. Although he did not say this in his witness statement, Mr Boudouvas said during cross examination that he had picked Ms Sousou up from Annabel's on 7 February 2023 at around 7:00 or 7:30pm and that she had told him of the agreement she had allegedly reached with Dr Abel. I do not accept Mr Boudouvas' evidence on this point:
619. i) First, and most significantly, since I do not accept Ms Sousou's evidence it is inherently unlikely that Mr Boudouvas' recollection is correct;
620. ii) Second, I would have expected a significant detail such as the recollection of a near-contemporaneous conversation about the alleged agreement to have been present in Mr Boudouvas' written statement. The fact that it was not suggests that it cannot have been something he remembered with any confidence;
621. iii) Third, it was clear from Mr Boudouvas' evidence generally that he and Ms Sousou had often discussed Dr Abel and Ms Sousou's belief that she (SCL) was entitled to a significant fee from him. I do not consider that Mr Boudouvas' recollections can have escaped unaffected since 7 February 2023 by the numerous conversations he had with his wife regarding Dr Abel during 2023 and, presumably, between then and the date of the trial.
622. Accordingly, in my judgment SCL has failed to prove its case regarding the Annabel's Agreement:
624. i) I am not satisfied that Ms Sousou ever said to Dr Abel that she was speaking on behalf of SCL;
625. ii) I am not satisfied that Dr Abel had any knowledge of SCL on 7 February 2023;
626. iii) I am not satisfied that the 7 February 2023 meeting concerned consideration only of a potential assignment raised by Dr Abel whereby he sought SCL's assistance in effecting capital introductions;
627. iv) I am not satisfied that there was any agreement reached regarding terms of remuneration.
628. In short, there was no Annabel's Agreement. The contract claim is accordingly dismissed.
630. I turn now to the facts relevant to SCL's second cause of action in restitution.
632. THE QUANTUM MERUIT CLAIM: FACTS
633. SCL's pleaded case on the quantum meruit claim is as follows:
635. "46. In the alternative to SCL's case pleaded above, if there was no concluded contract between SCL and Mr Abel governing the provision of the Services and the fees payable to SCL (which is denied), SCL will contend that:
637. 46.1 In anticipation of such contract, and with Mr Abel's express encouragement, SCL provided the Services for Mr Abel's benefit.
639. 46.2 As a result of SCL's introductions and/or the Services provided, Mr Abel was introduced to Wafra which led them (or an investment vehicle affiliated with Wafra) to invest into Mr Abel's fund by paying the investments monies to Mr Abel's fund. Paragraph 14 above is repeated.
641. 46.3 After the Services were provided and Wafra (or an investment vehicle affiliated with Wafra) had invested into Mr Abel's fund, Mr Abel refused to discuss the contract with SCL and no contract has been executed.
643. 46.4 In the premises, Mr Abel has incontrovertibly benefited by the Services provided by SCL and thereby been unjustly enriched.
645. 46.5 Accordingly, SCL is entitled to, and claims, a quantum meruit in respect of the Services provided to him"
646. As is clear from paragraph 46.1 of the Particulars of Claim, SCL's case is that SCL provided "the Services" in anticipation of entering a contract with Dr Abel and encouraged by him into believing that such a contract would be entered. The "Services" were defined earlier in the Particulars of Claim (above, paragraph 95) at paragraph 7.1:
648. i) identifying potential investors from within SCL's network;
649. ii) making introductions to potential investors with whom SCL had strong relationships, such as Wafra;
650. iii) pitching and positioning Mr Abel to investors;
651. iv) organising meetings between Mr Abel and decision-makers at investors to increase the likelihood of a successful investment; and
652. v) providing ongoing advice and guidance to Mr Abel to help him secure capital from those investors.
653. I have found that the Annabel's Agreement did not exist; and I have found that by the time Ms Sousou first made a proposal for fees on 27 February 2023, she had already identified Wafra, Sackville and UBS, made all of them aware of Dr Abel, and arranged initial meetings for Dr Abel with Wafra and UBS. By the time there was any proposal that Dr Abel should pay anything to anybody, the first three services particularised above had already been provided. Accordingly, as a matter of fact, whoever provided those three services did not do so in anticipation of a contract with Dr Abel, nor with his encouragement to believe that there would be a contract.
655. After 27 February 2023, it was of course clear to Dr Abel that Ms Sousou wished to be paid for providing services; and on 8 March 2023, Dr Abel had agreed to pay ?5,000 per month for three months in exchange for "the intros"; and he had offered (subject to terms to be negotiated) to pay a further ?100,000 if "the intros lead to something". Dr Abel's email of 8 March 2023 constitutes a second counter-offer to Ms Sousou's of 27 February 2023 (the first counter proposal having been made orally on 3 March 2023), and on 9 March 2023 Ms Sousou accepted that counter-offer: "I am happy with the retainer arrangement for now".
657. The parties had clearly concluded an agreement by no later than 9 March 2023 and Dr Abel honoured it by paying the retainer for three months. In her email of 9 March 2023 Ms Sousou had said that the retainer payments would be for March, April and May 2023: they clearly covered work undertaken in those months.
659. The work undertaken in March, April and May by Ms Sousou for Dr Abel was as set out in the following short chronology:
661. | Date | Action | | 05/03/2023 | Ms Sousou emails Mr Alderbas asking if he wants to meet Dr Abel when he is next in London | | 05/03/2023 | Mr Azelby emails Ms Sousou to say that he is prioritising the opportunity with Dr Abel over another option previously discussed | | 07/03/2023 | Mr Alderbas email to Ms Sousou saying that he will contact Dr Abel | | 07/03/2023 | WhatsApp exchange between Ms Sousou and Dr Abel in which she informs him that Mr Alderbas will be in contact | | 10/03/2023 | WhatsApp exchange between Ms Sousou and Dr Abel in which Dr Abel suggests they speak before he talks to Mr Alderbas | | 13/03/2023 | Ms Sousou emails a client regarding Dr Abel as a potential candidate for a position | | 23/03/2023 | Ms Sousou emails Dr Abel that she has caught up with Wafra and UBS and both are "progressing nicely" | | 28/03/2023 | Ms Sousou emails Mr Alderbas stating that Dr Abel remains "quite keen" on discussions with Wafra | | 28/03/2023 | Ms Sousou emails Dr Abel that it is worth meeting Sackville | | 24/04/2023 | Ms Sousou emails Mr Alderbas asking if there is any update | | 24/04/2023 | Dr Abel WhatsApps Ms Sousou that he is in New York and will be catching up with both Mr Azelby and Wafra while there | | 26/04/2023 | Dr Abel WhatsApps Ms Sousou that he is meeting Sackville on the following day | | 26/04/2023 | Email exchange between Ms Sousou and Mr Azelby noting that Dr Abel wants to own his own company and there are not terms that UBS is interested in | | 27/04/2023 | Ms Sousou WhatsApps Dr Abel asking if he has met anyone from Sackville.

On this day, Dr Abel meets someone from Sackville, having organised the meeting himself |
| 02/05/2023 | Dr Abel WhatsApps Ms Sousou asking if she had received any feedback from Wafra yet |
| 06/05/2023 | Dr Abel WhatsApps Ms Sousou asking if she had received any feedback from Sackville yet |
| 12/05/2023 | Dr Abel WhatsApps Ms Sousou saying that he has that day had a further good meeting with Sackville and suggests they talk to debrief |
| 16/05/2023 | Dr Abel WhatsApps Ms Sousou asking if she had talked to Wafra or Sackville; she replies that she is meeting Mr Alderbas the following day and will chase Sackville |
| 17/05/2023 | WhatsApp exchange between Ms Sousou and Dr Abel about speaking before Ms Sousous sees Mr Alderbas |
| 25/05/2023 | Ms Sousou WhatsApps Dr Abel about her meeting with Mr Alderbas, reporting that interest at Wafra in Dr Abel's proposition is high |
| 27/05/2023 | Ms Sousou emails Mr Alderbas following up on progress |
| 06/06/2023 | Dr Abel WhatsApps Ms Sousou asking if she has heard anything from anyone |
| 09/06/2023 | Ms Sousou emails Mr Alderbas to arrange a call to discuss Dr Abel |
| 13/06/2023 | Ms Sousou WhatsApps Dr Abel that is speaking with Sackville on 19/06/2023 and with Wafra on 21/06/2023 |
| 20/06/2023 | Ms Sousou WhatsApps Dr Abel following her meeting with Sackville and asks for a call to update him |
| 21/06/2023 | Ms Sousou WhatsApps Dr Abel to tell him that Wafra is sharing a term sheet with him |
| 22/06/2023 | Dr Abel WhatsApps Ms Sousou to tell her that Wafra have made an offer and he needs to negotiate the precise terms. He tells her the broad outlines of Wafra's offer on or about 24/06/2023 |
| 26/06/2023 ? 30/06/2023 | Various WhatsApps between Ms Sousou and Dr Abel regarding Sackville and the possibility of it investing in the new fund now that there is potentially seed capital from Wafra |
662.
663.
664. As is evident from the table above, Ms Sousou's activities in this period mainly comprised liaison between Dr Abel and Wafra/ Sackville. They would certainly amount to services of the fourth type identified in paragraph 7.1 of the Particulars of Claim, and possibly also of the fifth type. In my judgment, they were services supplied in exchange for the sums paid by Dr Abel pursuant to the retainer.
665.
666.
667. After 31 May 2023, when the retainer payments came to an end, Ms Sousou continued to assist Dr Abel in much the same way, liaising with Wafra and Sackville, obtaining feedback on their views of Dr Abel and his ideas and passing that feedback on to Dr Abel. By mid-August it had become clear that the Wafra investment might well go ahead and Ms Sousou began to press Dr Abel more frequently to agree to pay her a substantial sum as a reward for introducing him to these funders.
668.
669.
670. On 31 August 2023, someone (it is not clear who) emailed to Dr Abel a further invoice for ?5,000. When he saw this, Dr Abel WhatsApped Ms Sousou to say this:
671.
672.
673. "Ghada, just received these additional invoices. I think we agreed 3 months and there is nothing new you are working on so not sure what they are for. Wafra will covered by the placement agent fee, as discussed, and Sackville is covered directly. If there is something new, then let's obviously discuss"
674.
675. Ms Sousou replied the same day:
676.
677. "Michael, let's discuss. This isn't linked to new intros but my time spent. Idea is its cancellacke [sic] anytime but you need to give men [sic] notice. Let's discuss and afeee [sic] my fees as I feel very exposed"
678. Dr Abel declined to pay any further retainer fees. He and Ms Sousou spoke on 7 September 2023, resulting in the following email exchange on 8 and 11 September 2023:
679.
680. Ms Sousou to Dr Abel on 08/09/2023
681. "I am happy to cancel our monthly retainer and to your proposal of 1% fee for any capital raised via our introductions? please confirm by return email"
682. Dr Abel to Ms Sousou on 11/09/2023
683. "I am happy to propose to Wafra to give you the same terms that I am giving the placement agent I mentioned but this will be subject to Wafra's approval, ie I cannot agree this with you alone?"
684. It is perfectly clear from his email that Dr Abel was prepared to go as far as agreeing to pay Ms Sousou a fee based on the capital invested by Wafra but only if Wafra consented to his so agreeing.
685.
686. Ms Sousou replied to Dr Abel's email on 22 October 2023 pressing for news on whether Wafra did indeed consent. Dr Abel replied the following day repeating his position that he could not agree any fees without approval of his seed investors/ co-owners (since Wafra was taking a stake in the GP as well as investing in the fund), and explaining:
687.
688. "Feedback from Wafra? they are not happy to pay placement agent fees on their own LP capital, no matter if it is directly or indirectly. Adel also mentioned that they have a framework agreement with you in place which should cover your work. Not sure what he's referring to, as he didn't go into details. He also mentioned that by law any placement agent fees that Wafra or any of its seed companies pays can only be to firms that have a broker-dealer license?
689. In summary, I continue to be supportive to find a way to pay you a reasonable amount, but based on the sensitivities above, I think it is best you discuss both topics with Wafra directly, especially given your strong relationship with them. Adel is expecting your call. Let's debrief afterwards and find a solution".
690. Despite this very clear indication that (not surprisingly) Wafra qua strategic investor (i.e., having a share in the proposed new GP) did not wish to pay fees to anyone in connection with the introduction of funds by Wafra qua LP; and despite the fact that it was true Wafra was paying SPL a monthly retainer of $15,000 for various services; and despite the fact that neither SPL nor SCL had a registration with the FCA that would permit either of them, or Ms Sousou, to act as a placement agent; nevertheless Ms Sousou pressed on with seeking a fee from Dr Abel and with persuading Wafra to permit him to pay that fee.
691.
692. On or about 10 November 2023, Ms Sousou emailed Dr Abel as follows:
693.
694. "Great news ? I spoke to Adel as per your suggestion. Adel confirmed Wafra does not have a problem if the management company pays what you and I have agreed as below [referring to Dr Abel's email of 11 September 2023]. For completeness I am copying Fergus [from Wafra]?"
695. On 16 December 2023, Dr Abel replied:
696.
697.
698. "Throughout our relationship I have been clear with you that we would never be in a position to pay you the types of fees that you are now demanding and that you should 'look to the other side of the table' for fees if you require remuneration beyond the $100k success fee we were prepared to offer (see, by way of example my emails of 8 March 2023 at 10:39 and 10 March 2023 at 20:44). Moreover, as I have explained previously, the types of fees you have requested after making the intros are akin to those taken by a placement agent not a firm performing search services. However, as you quite rightly acknowledge, you have not performed placement agent services and are not regulated to provide those services in any event. All you have done is act as a search agent where you would usually take a success fee of (according to your email of 9 March 2023) around $200k.
699.
700. Given that I always said that 'I won't be able to pay more than the 100k suggested in my email' (see 10 March email of 20:44), and we never agreed any contract to the contrary, I do not understand the basis for you claiming now to be entitled to 100bps of the amount raised from us. As I told you on 26 March 2023, we work with other search firms who make similar introductions to the ones you made but who never request anything like the types of fees that you are demanding. Those types of fees are only appropriate for placement agents who do a lot more than make an introduction. Placement agents are regulated entities and if you did perform such services without FCA approval, you would be committing a criminal offence and any agreement we had made (we have made none) would be unenforceable.
701.
702. My email below was clear that we had no problem with Wafra paying you the sums you have asked for, but we were never going to do so. I am afraid you are mistaken if you misunderstood our discussions, but we cannot and will not be paying you 100bps on the capital raised.
703.
704. I do not want to fall out over this. However, you must understand that we are not going to pay you large sums of money to which you have no entitlement, to which we never agreed, and which Wafra will also not pay. I have tried to persuade my future co-owners and seed investors to agree to pay you a reasonable amount, but if you continue to insist that we pay you 100bps or similar then there seems to be little point in continuing the conversation.
705.
706. Given that there is no contract between us we do not owe you anything. However, despite this, in order to settle and to allow us to move forward, I am willing to increase my offer to a one-off success payment of $250k paid over 2 years for the search services you have provided to date re Wafra and that we will work with you to increase your business in the future. I am willing to offer you the same deal for Sackville. Is this something that you are interested in? If not, I am afraid that we are at an impasse.
707.
708. Finally, I would like to remind you of your client confidentiality duties which you have breached by purposefully copying Fergus Healy from Wafra into your email and therefore disclosing our email communication without my consent. In addition, Wafra has been clear with both sides that they do not want to be involved in this topic"
709.
710. Ms Sousou did not wish to accept the offered $250,000 and so this litigation began.
711.
712.
713. Reading over these emails it is in my judgment clear that Ms Sousou carried on providing services to Dr Abel after 31 May 2023. What is not present, however, is any suggestion that Dr Abel encouraged Ms Sousou to believe that she would be paid for these services: Dr Abel made clear in his email of 31 August 2023 that there did not appear to be any new work being done; and Ms Sousou agreed that there would not be any new work done. To the extent Ms Sousou was providing services, therefore, she was doing so gratuitously, in the hope that Dr Abel would ultimately pay her a back-end fee in relation to the introductions she had effected.
714.
715.
716. What the emails reviewed above also show, in my judgment, is that even though he correctly appreciated that there was no contractual entitlement to any remuneration, Dr Abel was sympathetic to Ms Sousou's request for some kind of reward for her assistance in introducing Wafra and Sackville. He made two offers which he did not need to make as a matter of law, and which were accordingly generous: first ?100,000 and then $250,000. In my judgment, Dr Abel's offers were honourable attempts to reward Ms Sousou for giving Dr Abel something he found valuable: they seem to me to fit into a pattern of behaviour on the part of Dr Abel of seeking to behave decently, and also wisely seeking to avoid falling out with a person who is of great use in Dr Abel's industry in sourcing high quality personnel.
717.
718.
719. The law
720.
721.
722. The legal test for determining whether a claimant is entitled to a payment quantum meruit was agreed between the parties, and derived from Benedetti v Sawiris [2014] AC 938 per Lord Clarke at [10]:
723.
724. i) Has Dr Abel been enriched?
725. ii) Was the enrichment at SCL's expense?
726. iii) Was the enrichment unjust?
727. iv) Are there any applicable defences (such as change of position etc)?
728. In my judgment the answers to these questions are as follows:
729.
730. i) The relevant services provided to Dr Abel (the liaising by Ms Sousou between himself and Wafra/ Sackville) appear to have been almost purely administrative, and to the extent they were not, appear to have comprised the adding of judicious amounts of social lubrication to relationships which, although new, had already come into existence as the result of gratuitous acts on the part of Ms Sousou. They had a value, certainly; and it was agreed to be ?5,000 per month for the period 1 March to 31 May 2023.
731. ii) It is impossible to say that Dr Abel was enriched in the relevant sense given that he actually paid for the services rendered between 1 March and 31 May 2023.
732. iii) It is not possible to say there was enrichment at SCL's expense: SCL was actually paid for the services it rendered between 1 March and 31 May 2023.
733. iv) It is not possible to see any unjust enrichment here. Not only did Dr Abel actually pay for the services rendered between March and May 2023, but he consistently offered to pay Ms Sousou significant sums of money to reward her for what she had done for him that fell outside that time period; and she consistently turned down his offers in the hope of getting more.
734. v) There are no applicable defences to consider here.
735. For these reasons, the quantum meruit claim also fails.
736.
737. Although I have found as a matter of fact that the Annabel's Agreement did not exist and the facts do not disclose any basis for a quantum meruit award, I nevertheless briefly address the value of the Services which SCL contended it had contracted to provide to Dr Abel.
738.
739. THE VALUE OF "THE SERVICES"
740. It is convenient first to set out again what the Services as particularised at paragraph 7.1 of the Particulars of Claim were:
741.
742. i) identifying potential investors from within SCL's network;
743. ii) making introductions to potential investors with whom SCL had strong relationships, such as Wafra;
744. iii) pitching and positioning Mr Abel to investors;
745. iv) organising meetings between Mr Abel and decision-makers at investors to increase the likelihood of a successful investment; and
746. v) providing ongoing advice and guidance to Mr Abel to help him secure capital from those investors.
747. The Annabel's Agreement, if it had existed, provided for the payment of both an identified fee every month for three months (the retainer element) and an undetermined "back end fee" (the success fee element). To assess what amount might be said to be reasonable as a success fee, it would have been necessary to consider what the retainer fee was actually for (it was not refundable against the success fee, but stood alone as a fee for something); and then discern what work was to be undertaken in consideration of which a reasonable sum would be due as compensation in the form of a success fee.
748.
749. In this connection, I bear in mind also that SCL's entitlement to a success fee would have been dependent on its establishing that it was the effective cause of its client's success in raising funds from Wafra: see Bowstead and Reynolds on Agency, 23 rd Edition, Article 57. Dr Abel, of course, did not personally secure any capital from Wafra ? the investment was made into Greykite. But assume for present purposes that Dr Abel had personally agreed to be liable to pay such a fee in the event the fund he might one day incorporate raised funds from a source introduced by Ms Sousou: a question that would need to be answered in considering the value of the Services is whether, having regard to the law regarding the causal link between the actions of an agent and its entitlement to remuneration, that which SCL agreed to provide could clearly be identified as being the effective cause of an investment into Dr Abel's future fund.
750.
751. Bearing in mind the need for that causative link, I turn to the expert evidence regarding the value of the Services.
752.
753. Mr Membrillera
754. Mr Membrillera's approach to the value of the Services was first to identify categories of intermediaries who assist those wishing to raise funds. He said there were four categories: individuals, "boutique placement firms", "large-scale placement firms" and investment banks. He treated these various species of intermediary as part of a single genus, which he termed "capital introducers".
755.
756. He subsequently identified the services which might typically be provided by capital introducers, classifying these into three levels: "basic", "enhanced" and "comprehensive". His descriptions of the content of these three levels of services were very high level. By way of illustrative example, this is what he had to say about the "basic" and "comprehensive" levels:
757.
758. "(1) Basic servicing: I consider this level of servicing to be the minimal level that is delivered when the engagement involves a certain type of service. This servicing requires a modicum of effort, using a more high-level and basic approach to a service and may also be performed by a more junior members [sic] of a team. Some of the tasks may even appear as purely administrative tasks. This level of servicing can usually be delivered by any capital introducer. It is my experience that this level for capital raising services is typically associated with a Success Fee of 1% to 2%
759. ?
760. (3) Comprehensive servicing: it encompasses a level of services that can generally only be provided by the most sophisticated capital introducers. At this level, services require nearly full-time commitment and dedication; capital introducers are fully in charge of the capital raising activities such as providing and acting on a detailed capital raising strategy, fully managing communication with investors and supporting the client at any time (pre-, post- and during meetings). This level of servicing is generally used by a client launching a new fund and/ or entering a new investment sector or region. It is my experience that this level for capital raising services is typically associated with a Success Fee of 4% to 6%"
761. He then sought to assess each of the pleaded Services to ascertain the relative effectiveness or importance of each Service in contributing to successful fund raising. This, for example, is what he had to say about the first and fourth of the Services ("identifying and introducing potential investors" and "organising meetings between Mr Abel and decision-makers at investors"):
762.
763. " Identifying and introducing potential investors
764. The identification and introduction of potential investors is critical to the capital raising effort, and it is therefore typically included as part of any engagement involving a capital introducer. This service may include more or less screening of potential investors in regard to the fund strategy, the fund type and the timeline and level of capital needed. This service does not include any communication between the capital introducer and the potential investors. All subsequent steps in the capital raising process stem from this service. In my experience, this is typically the most valuable service offered when combined with 'organising meetings between the fund manager and decision-makers at potential investors ', with the market value of both reflected in the Capital Introducer Fee" [original emphasis]
765. ?
766. Organising meetings between the fund manager and decision-makers at potential investors
767. This service involves no longer the fund manager and/ or the fund in a silo and the potential investors on paper, but directly assisting the fund manager with facing the potential investors. Such service may include initial communication with the potential investors, leveraging knowledge of the potential investors to prepare and organise meetings (up to full roadshows across multiple regions), and assisting the fund manager at the actual pitching stage. As already stated? this is the most valuable service that a capital introducer can offer, together with 'identifying and introducing potential investors', with the market value of both reflected in the Capital Introducer Fee".
768. Mr Membrillera said that retainer fees were typically charged in case the capital introducer had to provide ad hoc services to the client such as "preparation of marketing material, providing assistance and preparation for pitches, due diligence coordination and organisation of roadshows". He said that the retainer fee component was usually a "negligible amount" of the overall compensation, most of which would comprise a success fee.
769.
770. He looked at the kinds of success fees that might be charged by capital introducers, taking into account factors such as the range (or level) of services provided, the reputation and experience of the capital introducer, the reputation and experience of the fund manager seeking assistance, and the nature of the investment for which money is being raised.
771.
772. He then reasoned that an appropriate success fee for the Services would be not lower than 2%. He did not say anything about the retainer fee charged by SCL nor what it might have been charged for.
773.
774. I found Mr Membrillera's approach of little value in determining a reasonable value for the Services in this case. If there had been a contract concluded at Annabel's, it would have been one negotiated in 45 minutes; even on Ms Sousou's case, the deal she had struck with Dr Abel was to introduce him to sources of capital ("open my book") in exchange for a cut of whatever sum he raised from the people to whom she introduced him. There was never any discussion of how she would identify and screen investors having regard to the fund strategy: she said she thought immediately there was a perfect fit between Dr Abel and Wafra. She never claimed to have promised to deliver the extensive range of services which a placement agent might provide: her claim was that the fact she was making the introduction of Dr Abel would carry with it considerable influence in shaping the view formed by Wafra.
775.
776. What Mr Membrillera valued was a range of services in the abstract, such as might apparently have been provided by any of the species of capital introducers he had identified. What was required, however, was some sense of what might be a reasonable value for the services that SCL claimed Dr Abel had agreed to pay it to provide.
777.
778. During cross-examination, Mr Membrillera explained to me that:
779.
780. i) It was not enough for a placement agent to simply telephone an investor whom he or she knew and tell that person to trust a particular fund manager, i.e., take the word of the introducer as sufficient to justify making an investment. As he said "I have never been in a situation when you look someone in the eye and say, invest in this thing because it's great. Actually, depending on the licence you, you can't recommend investments".
781. ii) There was no recognised way of valuing a mere introduction; it would be more art than science, taking account of the track record of the capital introducer, her understanding of the market for the fund for which investment was sought, and her understanding of who might invest.
782. Mr Membrillera's difficulty in identifying the value of a mere introduction seems to me to show that there might not actually be a recognised marketplace for such an offering. Identifying the right people from a universe of potential investors and then working with a client to ensure that an introduction to those right people is likely to result in serious commercial interest is one thing; another thing altogether is a mere introduction and a few phone calls to obtain very generic feedback (e.g., "I enjoyed meeting Michael in person and will push our dialogue forward").
783.
784. Mr Mayer
785. Mr Mayer's approach was to identify what services were actually provided by Ms Sousou and compare that with the services that a placement agent would provide. This approach too had its flaws, in that what was required from the experts was an explanation of what would amount to a reasonable market value for the Services as defined in the Particulars of Claim. As I have already said, however, identifying a reasonable value for the Services required taking into account what the retainer fee was actually for; and so it was in my judgment acceptable for Mr Mayer to have sought to understand the specific facts of this case in preference to opining in the abstract on the potential value of the Services.
786.
787. Mr Mayer identified that the services provided by Ms Sousou in the context of the Wafra investment amounted to the making of introductions of Dr Abel and Wafra to each other followed by with some telephone calls she had with Mr Alderbas. Ms Sousou's case was that she was the "spark and the bridge": the spark, in that she made the introduction, lending to Dr Abel the imprimatur of her friendship with Mr Alderbas; and the bridge, in that she gave Dr Abel continued advice on how to conduct himself with her friend. In my judgment, Mr Mayer's characterisation of the services provided by Ms Sousou was not substantively different to Ms Sousou's own description.
788.
789. Mr Mayer's conclusions were that:
790.
791. i) What SCL claimed as a reasonable fee (1% of funds raised) was the sort of fee a placement agent could expect to agree in exchange for the provision of those services a placement agent would ordinarily provide; but SCL was not providing anything like that range of services;
792. ii) The retainer fees paid by Dr Abel appear to have been general sums paid to SCL "for Ms Sousou's time and for her introductions"
793. iii) Mere introductions, in Mr Mayer's experience, are usually effected for free;
794. iv) Perhaps the best value to put on the services actually effected by Ms Sousou for Dr Abel was that sum he was prepared to volunteer to pay her, i.e., ?100,000. That said, Mr Mayer's own view given in oral evidence was that the services actually provided had no value at all. Given his written observations about the retainer fee, what I understand him to have been saying was that a reasonable value of the Services was the value of the retainer fees paid, and no more.
795. Conclusion on valuation
796. What a placement agent does clearly adds value: see the analysis of Rikato & Berk above at paragraph 25. The mere act of introducing a fund manager such as Dr Abel to a potential source of seed capital, however, is something that the evidence before me shows cannot easily be ascribed a monetary value. An introduction certainly saves the person seeking funding and the investor time, in that they are saved weeks of searching for each other ? perhaps never finding each other at all. But the real value of the relationship only comes when potential fund manager and investor have got to know each other and understood whether there is a fit between the investor's desires or mandate and the fund manager's proposition. The key is not that they should know of each other's existence: it is that each should understand the other's commercial imperatives and then negotiate a plan that satisfies both of them. That involves a great deal of sophisticated and careful work, and it is in the context of that work that the placement agent adds value.
797.
798. In the trial bundle there was some evidence to support the proposition that mere introductions had a value:
799.
800. i) There were a few contracts SCL had entered with third parties in which it offered similar services to the Services, and the third parties had agreed to pay a percentage of capital raised as a result. That said, there was no evidence that SCL had actually ever received as a fee a percentage of capital raised.
801. ii) There was a printout of the website of an unregulated company that offered capital introduction and related advisory services to "growth-stage companies". There was, however, no evidence to suggest this company was active in raising funds for GPs active in the real estate market, and Mr Mayer had never heard of it.
802. This evidence is in my judgment not robust enough to permit me to conclude that a reasonable value for the Services to be supplied under the Annabel's Agreement or as a quantum meruit award should be calculated as a percentage of funds ultimately raised from any person to whom Ms Sousou introduced Dr Abel. Rather, it seems to me that the conclusion to draw from the expert evidence I have summarised above is that in truth the mere act of introducing Dr Abel to people who might be useful for him (and to whom he might be useful) at best attracts a financial value calculated by reference to the mere time spent by the introducer, i.e., the retainer fees. That is because a mere introduction cannot be said to be the cause of the investor making the investment: it is a necessary thing that the parties should become aware of each other, but the decision to invest is made after careful analysis of objective facts by both sides: and the introduction does nothing to assist in that analysis.
803.
804. The fact that Dr Abel somewhat reluctantly agreed to pay ?100,000 for the services after they had been supplied is in my judgment not relevant: Dr Abel was in a particular situation and making a choice designed to maintain a useful relationship, but even he said frequently that ordinarily the services supplied by Ms Sousou would be provided gratis.
805.
806. If, therefore, there had been a contract and I had to identify a reasonable back end fee, or if I were assessing a quantum meruit award in relation to the introductions effected by Ms Sousou, I would have found that such a fee would have been the value of the retainers, which sum was of course paid by Dr Abel. I do not see why anyone in Dr Abel's position would have agreed to pay a very large sum just to be introduced to Wafra. The services supplied by Ms Sousou (the introduction, hand-holding and feedback services) would have been covered by the retainer which it was alleged was part of the Annabel's Agreement.
807.
808. Conclusion
809. For the reasons given above, the claim is dismissed. I invite the parties to agree a form of order giving effect to this judgment and if possible to agree an order relating to costs. If agreement cannot be reached, there will be a short consequentials hearing to resolve any outstanding matters.
810.

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