Sousou Connect Limited v Michael Abel

A claimant seeking remuneration for capital-introduction services must prove the existence and terms of any alleged contract, including the identity of the contracting party and the basis of remuneration. A general discussion or later performance does not establish an earlier concluded agreement. Where services were provided under an agreement for which payment was made, the recipient is not enriched at the claimant’s expense. Later gratuitous assistance, provided in the hope of securing a larger reward, does not ordinarily justify a quantum meruit.

Sousou Connect Limited claimed payment from Michael Abel for introducing him to potential investors while he was establishing a real-estate investment fund. It alleged an oral agreement made at Annabel’s on 7 February 2023, providing for a retainer and a success fee. Alternatively, it claimed restitution for services provided in anticipation of a contract.

The defendant denied any concluded agreement. The central issues were whether the alleged agreement existed, whether the claimant acted on behalf of the claimant company, and whether the services gave rise to an entitlement in restitution.

1. The claim was dismissed. The court found that no agreement had been concluded at the meeting on 7 February 2023.
2. SCL failed to prove that Ms Sousou told Dr Abel she was acting on behalf of SCL, or that Dr Abel knew of SCL at the relevant time. The contemporaneous communications instead showed that the relationship concerned a mixture of executive-search opportunities and possible capital introductions.
3. The evidence did not establish agreement on remuneration. The first written fee proposal was made on 27 February 2023, after introductions to Wafra, Sackville and UBS had already occurred. The later exchanges showed continuing negotiation rather than confirmation of an earlier bargain.
4. For the restitution claim, the court applied the four-stage test in Benedetti v Sawiris [2014] AC 938: enrichment, enrichment at the claimant’s expense, unjustness, and applicable defences. The services performed between March and May 2023 were supplied under an agreement for a three-month retainer and were paid for. Later assistance was provided gratuitously, in the hope of obtaining a further payment. No unjust enrichment was established.
5. The court also made a brief alternative valuation assessment. Mere introductions and limited liaison did not justify a percentage of capital raised. The evidence did not show that such introductions were the effective cause of the investment or that the services had the value of regulated placement-agent work.
6. The parties were invited to agree the consequential order and costs. Failing agreement, outstanding matters would be dealt with at a short consequentials hearing.