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	England and Wales High Court (Queen's Bench Division) Decisions
You are here: BAILII >> Databases >> England and Wales High Court (Queen's Bench Division) Decisions >> Amoutzas v Tattersalls Ltd [2010] EWHC 1696 (QB) (07 July 2010) URL: http://www.bailii.org/ew/cases/EWHC/QB/2010/1696.html Cite as: [2010] EWHC 1696 (QB)

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IN THE HIGH COURT OF JUSTICE
QUEEN'S BENCH DIVISION

		Royal Courts of Justice Strand, London, WC2A 2LL
		07/07/2010

Introduction

1. The claimant in this action, Stavros Amoutzas ("Mr. Amoutzas") is a Greek racehorse owner. He claims damages from the defendant, Tattersalls Ltd ("Tattersalls") for breach of contract, pleaded at £65,360 plus interest. In December 2007 Mr. Amoutzas, by two separate money transfers, deposited the sum of £66,200 with Tattersalls. Putting it at its most neutral, the deposit was in connection with his purchase of horses. His complaint is that without his authority, express or implied, Tattersalls transferred the bulk of that sum to the Tattersalls account of Mr. Christos Theodorakis, a Greek racehorse trainer with whom Mr. Amoutzas at that time had a close and cordial business relationship.
2. Tattersalls deny the claim on the basis that Mr. Amoutzas always intended that the sum claimed should go to Mr. Theodorakis, via Mr. Amoutzas' Tattersalls account, pursuant to business arrangements between the two of them, Tattersalls say that any dispute between Mr. Amoutzas and Mr. Theodorakis over the sum claimed is no concern of theirs. Should they, however, be found liable to Mr. Amoutzas for all or any part of the sum claimed, Tattersalls seek an indemnity from the Third Party, Mr. Georgios Kontis ("Mr. Kontis"), who requested that the transfers in question be made to Mr Theodorakis in the way they were. Mr. Kontis was Tattersalls' overseas representative in Greece at the material time.
3. The sum at stake is comparatively modest but this claim is only one of several sets of proceedings Mr. Amoutzas has brought - all the others in Greece - in order to prove that in their dispute he is in the right and Mr. Theodorakis is in the wrong. In consequence I have heard evidence over four days, much of it given in Greek, including evidence over a live video-link from Greece. The court is indebted to the interpreter, Mr. Ploumistos, for his skill and stamina. I have also had the advantage of a livenote transcript of the evidence, for which I am grateful to the parties and their solicitors.
4. For Mr. Amoutzas this litigation is a matter of principle rather than prudent economics. For Tattersalls too, to an extent, there is an important matter of principle at stake, namely their potential liability in circumstances where the instructions they receive to move funds from one customer account to another turn out to be the subject of dispute between the parties involved in the background transactions.
5. Mr Kontis has not appeared or been represented in the proceedings. On 4^th June 2010, about 2 weeks before the trial began, he sent to the court a statement setting out his defence to the Third Party claim and explaining that he could not afford to travel from Greece for the hearing.
6. Mr. Mather, on behalf of Mr. Amoutzas, submits that this is a straightforward case in law: Tattersalls had no right to transfer this money from Mr. Amoutzas's account without his express authority, and the rights and wrongs of the dispute between Mr. Amoutzas and Mr. Theodorakis are irrelevant. Mr. Martin QC likewise submits, on behalf of Tattersalls, that this is a simple case: Tattersalls transferred the money to Mr. Theodorakis perfectly legitimately within the scope of the authority Mr. Theodorakis had as Mr. Amoutzas' agent. The background to that relationship, including their dispute, is relevant to establish the agency, he argues. At the start of the trial Mr Mather invited me to strike out the defence and enter summary judgment on the claim. I declined to do so because it seemed clear to me that there were factual issues to resolve which would bear upon the legal analysis. This has proved to be the case.
7. I make it clear at the outset that it is no function of this court to adjudicate upon the myriad of factual disputes raised in the evidence, save to the extent that their resolution is relevant and necessary to the determination of the main issues before me. Unless Mr. Amoutzas and Mr. Theodorakis settle their differences, those disputes will have to be decided by the courts in Greece.

The factual background

8. Mr. Amoutzas lives and works in Athens. His career has principally been in drama, initially as an actor (with the stage name Stavros Dellis) but moving gradually onto the business side. He owns and manages three acting schools in Greece, controlling (as he puts it) 87% of drama education in Greece. He is a television producer and a theatrical producer. He has other business interests including a chain of internet cafes. He came into racehorse ownership comparatively recently. He bought a horse from Tattersalls in 2004 which he named "Giorgos" after his son, now aged twelve. His son had developed a passionate interest in horses which Mr. Amoutzas, who is very obviously devoted to his son, was keen to encourage and see fulfilled in the sport of horseracing. That purchase was made on his behalf by Mr. Kontis' predecessor as Tattersalls' overseas representative in Greece, Mr. Christos Imirtziadis. The price paid was just under £10,500 and the invoice allocated Mr. Amoutzas an account number, E283. Mr. Amoutzas and his son were delighted with Giorgos and he is the only horse Mr. Amoutzas still owns.
9. Mr. Theodorakis is a leading racehorse trainer of international repute, with stables in Greece and France. He has been the most successful trainer in Greece for the last 7 years, and until recently was the President of the Greek Trainers' Association. His services as a trainer were and are much in demand. He was well known to Tattersalls as a leading trainer and as an important figure in horseracing in Greece.
10. In 2004 Mr. Theodorakis had attended Tattersalls December sales with Mr. Imirtziadis and had bid for three horses which were purchased for a total of £46,200. Two of those horses feature later in the history: broodmares called Do Buy Baileys and Mosca. They gave birth in 2005 to the fillies Agavi and Lyssa. Mr. Imirtziadis failed to pay for the horses. Tattersalls pursued the debt without success. On 8^th October 2007 they joined Mr. Theodorakis in High Court proceedings to recover the debt, on the basis that he had been the final bidder, and the conditions of sale stipulated that the final bidder was jointly and severally liable with the purchaser for the price.
11. Despite this litigation, it is evident that Mr. Theodorakis and Tattersalls remained on amicable terms. At the end of October 2007 Mr. Theodorakis attended Tattersalls autumn sales. He was accompanied by Miss Fotini Emiri, a veterinarian employed by the Jockey Club of Greece. Miss Emiri had trained in the United States of America and speaks very good English. She is and was at all material times in a personal relationship with Mr. Theodorakis. She has given evidence before me and is an important witness in the case.
12. It is clear from the evidence that these autumn sales are of great interest to Greek trainers and owners. As Tattersalls' representative in Greece, Mr. Kontis was also present at the sales. At the autumn sales Mr. Theodorakis bought several horses jointly with another prominent Greek trainer, Mr. Georgios Mazokopakis. One of the horses Mr. Theodorakis bought at the sale on 1^st November was "Estimator". The price was very low, only eight hundred guineas (£840), well below its true value. This seems to have been the result of some muddle or misunderstanding between the twenty or so members of the syndicate which owned the horse. The upshot was that some members of the syndicate, disappointed at the sale for such a low price, approached Mr. Theodorakis and offered to buy the horse back from him, for £11,000 according to Mr. Theodorakis and Miss Emiri. He refused. He and Miss Emiri are adamant that he made a counter-proposal to sell Estimator back to them for £20,000. This is an episode to which I shall return because it has an important bearing on the interpretation of later events.
13. It was around this time that Mr. Amoutzas and Mr. Theodorakis first met and entered into business arrangements. To recap, Mr. Theodorakis owned the four horses Do Buy Baileys, Mosca, Agavi and Lyssa. He was being pursued by Tattersalls for a debt of £46,200. He had just bought Estimator at a gross undervalue. By way of final essential background, on 5^th November 2007 he acquired a promising foal from Nanos stables near Athens, whose mother was a horse called Mia Luna which sold a month later for nearly £300,000 at Tattersalls December sale. There is a head-on conflict of evidence between Mr. Amoutzas on the one hand and Mr. Theodorakis and Miss Emiri on the other as to almost every aspect of their dealings thereafter.
14. Mr. Amoutzas says that Mr. Theodorakis sought him out, on the recommendation of the President of the Jockey Club (Mr. Vardinoyiannis), and offered his services as a trainer. Knowing Mr. Theodorakis' reputation as a top trainer Mr. Amoutzas jumped at the offer. He had recently purchased two horses from a Greek auction house. He wanted Mr. Theodorakis to keep and train those horses and Giorgos. He also wanted Mr. Theodorakis to find and buy up to ten further horses for him, up to a maximum of €150,000. His case is that Mr. Theodorakis agreed to attend Tattersalls December sales in England and in Ireland, with Miss Emiri, to find and purchase horses on his behalf. In anticipation of such purchases, he says, Mr. Theodorakis requested that Mr. Amoutzas transfer the sum of £20,000 to Tattersalls in England, and he duly did so.
15. Mr. Amoutzas' case is that Mr. Theodorakis also told him that he had identified the mares Do Buy Baileys and Mosca, and their fillies Agavi and Lyssa, as horses he wished to purchase on his own behalf at Tattersalls December sales. Mr. Theodorakis told him that he had "issues" with Tattersalls which meant he could not purchase these four horses in his own right. Nor did he have sufficient capital to fund that purchase. So he asked Mr. Amoutzas to purchase them for him as a favour. Mr. Theodorakis would bid for these horses. They would be purchased in Mr. Amoutzas' name and Mr. Amoutzas would pay for them. Mr. Theodorakis would pay for the keep of the horses, and within 12 months would re-pay Mr. Amoutzas the purchase price. In the meantime the two fillies would race in Mr. Amoutzas' name and he would keep any prize money they won. In effect, therefore, Mr. Amoutzas was agreeing to loan Mr. Theodorakis the purchase price of these four horses. His case is that later in December Mr. Theodorakis told him he had bought these four horses from Tattersalls for the sum of £46,200, so accordingly Mr. Amoutzas transferred that sum to Tattersalls.
16. Mr. Amoutzas' case is that he was grossly deceived by Mr. Theodorakis. Instead of using the £66,200 deposited by Mr. Amoutzas at Tattersalls to purchase horses as they had agreed, Mr. Theodorakis in fact used the money to buy other horses for himself. He telephoned Mr. Amoutzas from the December sales pretending that he had just bought Estimator for around £1,000, when in fact he had bought the horse weeks earlier. He invented the supposed sale of the four horses for £46,200 because that was the precise sum he needed in order to settle the litigation Tattersalls had brought against him. As a further fraud, Mr. Amoutzas alleges, Mr. Theodorakis engineered the sale of Mia Luna's foal, Giorgos Prince, to Mr. Amoutzas by Nanos stables for €30,000 when he had paid only €300 for the foal a few weeks earlier, and he contrived that the €30,000 he transferred to Nanos went straight to Mr. Theodorakis.
17. Mr. Theodorakis's account of all these events is very different. He says that it was Mr. Amoutzas who sought him out, almost begging him to become his trainer. He says Mr. Amoutzas met with him on several occasions at the Markopoulo racecourse in Athens. Mr. Amoutzas heard him talking about his horses and wanted to buy Estimator and the foal of Mia Luna, Giorgos Prince. He also wanted to buy the two mares and their fillies, and was talking in grand terms about starting a stud farm in northern Greece, the place where he was born and brought up. Mr. Theodorakis says that they reached an agreement that Mr. Amoutzas would purchase all these horses from Mr. Theodorakis. The price for the two mares and their fillies would be £46,200. The price for Estimator would be £20,000. The price for Giorgos Prince would be €30,000. Mr. Theodorakis requested that Mr. Amoutzas should forward £20,000 and £46,200 to Tattersalls in respect of the horses whose prices they had agreed in sterling. This was a convenient method of payment, as Mr. Theodorakis would be purchasing horses at the Tattersalls December sales.
18. Mr. Theodorakis relies upon two hotly disputed documents as evidence of the agreement he says he reached with Mr. Amoutzas. The first is an invoice dated 2^nd December 2007 (bundle, page 152) which purports to be an invoice for the sale to Mr. Amoutzas of all the horses referred to, in the total sum (including VAT) of €147,798. The top copy of the invoice remains in the invoice book (along with the carbon) because it was cancelled. Mr. Theodorakis says this was because Mr. Amoutzas refused to pay the VAT. Mr. Amoutzas denies ever seeing such an invoice and alleges it must have been fabricated after the event.
19. Mr. Theodorakis says that Mr. Amoutzas suggested instead that the sale of these horses should be the subject of a private agreement, which would not attract the payment of VAT. He says that Mr. Amoutzas produced a written agreement dated 24^th January 2008 (bundle, page 237) which he duly signed. There is no doubt that this agreement was registered with the Jockey Club on 4^th February 2008 as proof of Mr. Amoutzas' ownership of the horses in question, thereby entitling him to race the horses under his colours. Mr. Amoutzas alleges that this document is a forgery. He says he never saw if and never signed it. He has submitted a handwriting expert's report which, he says, proves that the signature purporting to be his is a forgery.
20. The relationship between Mr. Amoutzas and Mr. Theodorakis came to a bitter and acrimonious end in December 2008. Again there is a head-on conflict of evidence between them as to what led to the breakdown. Mr. Amoutzas says that when he pressed Mr. Theodorakis for receipts for various expenditure he was met with evasion and lies. Mr. Theodorakis says that when he and Miss Emiri returned from a sale they attended in France at Arqana to purchase yet more horses for him, Mr. Amoutzas refused to pay and made it clear he was done with horseracing. Mr. Theodorakis told him he wanted nothing more to do with his horses and told him in no uncertain terms, in effect, to get out of his yard.
21. In February 2009 Mr. Amoutzas embarked on proceedings in Greece against Mr. Theodorakis, and he subsequently became involved in proceedings with Miss Emiri, the Greek Jockey Club, and Mr. Nanos. He called a press conference on 30^th March 2009 denouncing Mr. Theodorakis and the Greek racing establishment. In August 2009 the horse Estimator came to an unfortunate end. He was by then stabled, on Mr. Amoutzas' behalf, in northern Greece with a different trainer. The horse suffered a serious fracture to his hind left leg. The injury was not satisfactorily treated and the horse died 12 days later in unpleasant and distressing circumstances. This episode was the subject of proceedings by the Greek Jockey Club against Mr. Amoutzas and his new trainer. The result was that in November 2009 Mr. Amoutzas was banned from racing for 12 months. A similar ban against the trainer was suspended. Mr. Amoutzas believes that Estimator's death was the result of sabotage at the instigation of Mr. Theodorakis.

The relevant transfers

22. It is necessary to examine in more detail the mechanics of the transactions by which Mr. Amoutzas transferred funds to Tattersalls, and by which Tattersalls applied those funds for the benefit of Mr. Theodorakis. The first sum transferred by Mr. Amoutzas was £20,000. On 3^rd December 2007 there was faxed to Mr. Amoutzas a blank Tattersalls invoice giving their bank details. Handwritten on the fax (bundle, page 153) was the required instruction to accompany payment: "Attn: Mr. Amoutzas...for Mr. Kontis". That information must have been passed by or on behalf of Mr. Amoutzas to his bank in Athens. The same day Mr. Amoutzas signed the proforma bank transfer to Taftersalls account, giving as "info for beneficiary": "Mr. Stavros Amoutzas...attn Mr. Kontis". (Bundle page 153). It will be noted that the instruction had been converted from "for Mr. Kontis" to "Attn Mr. Kontis", probably by error. Tattersalls issued a Purchaser Credit on 13^th December 2007 indicating that the money had been applied to Mr. Amoutzas' account (number E283) on 11^th December. The "description" of the transaction is given as "December Sale 2007". In fact the sales had ended on 6^th December 2007, the next Tattersalls sale (in England) was to be held on 7^th February 2008.
23. Although not the subject of any dispute, it is important in the chronology that on 17^th December 2007 Mr. Theodorakis and Miss Emiri attended Tattersalls sales in Ireland and bought eight horses for Mr. Amoutzas for the total sum of €33,273. Mr. Amoutzas paid for these horses by transferring that total sum to Tattersalls' bank in Ireland (AIB International) in two tranches. The sum of €17,373 was transferred on 20^th December, and the sum of €15,900 on 21^st December 2007. Mr. Amoutzas maintains that although these horses were purchased in his name, they were really for Mr. Theodorakis. However, they were registered with the Jockey Club in Mr. Amoutzas'name, and raced under his colours. He named the horses after characters from Greek tragedy.
24. The second disputed sum transferred by Mr. Amoutzas to Tattersalls (in England) was £46,200. I have been shown no bank proforma signed by Mr. Amoutzas equivalent to that for the £20,000 transfer, but the bank transfer document (bundle, page 195) shows that the payment left Greece on 20^th December 2007 and was credited to Tattersalls' account on 24^th December 2007 (28^th December according to Tattersalls' records). This time the details of payment simply gave Mr. Amoutzas's name. There was no indication "Attn Mr. Kontis".
25. No separate bank account was opened in Mr. Amoutzas' name. The funds he had deposited, totalling £66,200, simply stood to the credit of his account with Tattersalls, E283. There the funds remained until Tattersalls were given instructions for their disposition by Mr. Kontis in an e-mail to David Anderson of Tattersalls' finance department dated 3^rd January 2008 (bundle, page 231). In the e-mail Mr. Kontis requested the issue of "new invoices" in respect of various lots purchased. First, in relation to eleven lots at the autumn sales Mr. Kontis requested that the invoice be changed from his own name to "new owners... Mr. Mazokopakis and Mr. Theodorakis". The e-mail stated: "They now both have from 50% share of the horses". There was then the instruction: "Paid [meaning 'pay'] from money I deposit in my account in December". The e-mail then requested that lot 1395 from the autumn sales (i.e. the horse Estimator) be changed from Mr. Kontis to Mr. Amoutzas, with the same instruction "Paid horse from money I deposit in my account in December".
26. It seems that on receipt of this e-mail Mr. Anderson was somewhat puzzled and spoke by telephone to Mr. Kontis for clarification. Mr. Anderson was not called as a witness, but Mr. Paul Ryan (who is Tattersalls' Finance Director) spoke to Mr. Anderson about the matter in 2009 and gave evidence (which I accept) of Mr. Anderson's recollection of the conversation. Mr. Kontis confirmed over the telephone to Mr. Anderson that 50% of the price of the eleven lots was to be paid from the sums deposited by Mr. Amoutzas in December. This was to pay Mr. Theodorakis' half share of the purchases he had made jointly with Mr. Mazokopakis. Also from the sums deposited the purchase price of lot 1395 (Estimator) was to be paid.
27. Tattersalls duly acted on those instructions from Mr. Kontis. On 11^th January 2008 an invoice was issued for the purchase of Estimator in the sum of £840, showing Mr. Amoutzas as the purchaser, and giving his address as that set out by Mr. Kontis in the e-mail of 3^rd January. The description in the invoice was headed "Autumn Sale 2007", named Estimator as the horse sold, and indicated that this was a "turnover from account no. H470 Mr...Kontis". It is common for a lot purchased in the name of one individual to be "turned over" to the name (and account) of another or others in this way. On 1st February 2008 Tattersalls issued a Purchaser Invoice to Mr. Theodorakis setting out the eleven horses in respect of which 50%) of the price was being taken from Mr. Amoutzas' deposited funds. This invoice indicated, for each horse, "50% turnover from account H470". The total sum of these 50% purchases was £61,950.
28. By the end of February 2008 Mr. Theodorakis had come to terms with Tattersalls over their litigation. He agreed to pay the sum of £46,200, and on 29^th February 2008 that sum was transferred from his bank account in Greece to Tattersalls' bank account (bundle, page 284).
29. For reasons which are not entirely clear, on 30^th April 2008 Tattersalls re-issued the invoice for Estimator, previously sent to Mr. Amoutzas on 11^th January 2008, marking the new invoice "please pay asap". It was probably simply an administrative error. It does suggest, however, that as late as 30^th April 2008 the sum of £840 (owing for Estimator) had not actually been taken from Mr. Amoutzas' account. This is no doubt why, a week later on 7^th May 2008, Miss Emiri telephoned Mr. Ryan of Tattersalls. She must have been speaking to him on behalf of Mr. Theodorakis. Tattersalls had been corresponding with Mr. Theodorakis via Miss Emiri previously.
30. In the telephone call on 7^th May Miss Emiri asked what the current position was in relation to the accounts of Mr. Amoutza, Mr. Theodorakis and Mr. Mazokopakis at Tattersalls. Mr. Ryan sent her an e-mail later the same day (bundle, page 297) setting out the balances on the three accounts. There was a balance in Mr. Amoutzas' favour of £3,410 less his purchase of Estimator (still to be deducted). There was a balance of £4,200 owing by Mr. Theodorakis in respect of his purchase (jointly with Mr. Mazokapakis) of another horse, Alcimedes, at the February sales. There was a balance of £118.57 in favour of Mr. Mazokopakis. Taking the three accounts together, the net amount still owing to Tattersalls was £671.43. Mr. Ryan's e-mail concluded: "Please pay this and arrange for Messrs. Mazokopakis and Amoutzas to send a fax to Tattersalls authorising us to offset the balances as above". The outstanding balance was duly transferred to Tattersalls on 16^th May 2008 from Mr. Theodorakis' bank account in Greece.
31. On 2^nd June 2008 Miss Emiri e-mailed Mr. Ryan "I hope you have received the money and all is OK". The real purpose of the e-mail (marked "urgent from Greece") was to request an invoice for Mr. Theodorakis' half share of Alcimedes, which he needed for the Jockey Club in Greece. It follows that there is no evidence that Mr. Amoutzas (or Mr. Mazokopakis) ever sent authority to Tattersalls to offset the balances on the accounts as Mr. Ryan had requested, and no evidence that that request was ever communicated by or on behalf of Mr. Theodorakis to Mr. Amoutzas. It is almost certain that had he received such a request this litigation would never have been necessary. Mr. Amoutzas would either have agreed and provided the authority, or refused and the money would have remained where it was to be dealt with on his instructions or would have been returned to him.

The issues

32. It is common ground that the relationship between Tattersalls and Mr. Amoutzas in respect of the monies he deposited was simply that of debtor and creditor. This prompts the need to examine what express or implied terms there were in the contract between them concerning this money, and what justification (if any) in law Tattersalls had to apply Mr. Amoutzas' money in Mr. Theodorakis' favour as they did.
33. Mr. Mather does not now contend (although it was his pleaded case) that there was any obligation on Tattersalls, by implied agreement, to open an interest-bearing bank account in Mr. Amoutzas' name into which the monies deposited should have been paid. The evidence from Mr. Ryan (which I accept) is that this would be unheard of. Indeed, it is rare for monies to be deposited at all in advance of sales. It is common ground, however, that monies deposited in this way can only properly be applied for the benefit of the depositor, either upon his direct instructions or on instructions given with his authority.
34. It is not suggested that there was any such direction by Mr. Amoutzas personally in relation to either of the sums deposited. Tattersalls' case is that the instructions upon which they acted, given by Mr. Kontis on 3^rd January 2008 and by Miss Emiri on 7^th May 2008, were instructions given with Mr. Amoutzas' authority, within the scope of the agency which was created or arose by implication from the agreement reached between Mr. Amoutzas and Mr Theodorakis in relation to these sums of money and their disposition, and from the surrounding circumstances.
35. It is further common ground that, in accordance with ordinary principles of agency, the question is whether Mr. Theodorakis had actual authority (express or implied) to direct the transfer of the monies for his own benefit, and if so whether Mr. Kontis and/or Miss Emiri were acting within the scope of that actual authority in giving the instructions they did.
36. The answer to this question depends principally on my factual findings. The relevant factual issues are:

(1) What were the terms of the agreement between Mr. Amoutzas and Mr. Theodorakis which led to the transfer of the first sum of £20,000 to Tattersalls on 3^rd December 2007?

(2) Specifically, did Mr. Amoutzas agree to purchase the horse Estimator from Mr. Theodorakis for that sum?

(3) What were the terms of the agreement between Mr. Amoutzas and Mr. Theodorakis which led to the transfer of the second sum, £46,200, to Tattersalls on 21^st December 2007?

(4) Specifically, did Mr. Amoutzas agree to purchase the two mares Mosca and Do Buy Baileys and their fillies Lyssa and Agavi for that sum?

(5) If the answer to questions (2) and (4) above is "yes", did Mr. Theodorakis have authority to call for the transfer of the deposited sums to him or to his order at Tattersalls?

(6) If the answer to question (5) is "yes", did Mr. Kontis and Miss Emiri act within the scope of Mr. Theodorakis' authority (and their own) in effecting such transfers on his behalf?

37. Mr. Mather raises a discrete point of law which, he contends, would mean that Mr. Amoutzas should succeed in his claim even if he loses on the factual issue in questions (2) and (4) above. I shall return to this later. Mr. Martin QC accepts on behalf of Tattersalls that the burden of proof is upon him in respect of issues (2), (4), (5) and (6) above. Unless he succeeds on each of them, he accepts that on ordinary principles (and subject to a discrete point to which I shall return later) the ultimate disposition by Tatteusalls of the money deposited by Mr. Amoutzas would have been unauthorised, and the claim would succeed.
38. The resolution of these factual issues necessarily requires me to decide between the polarised opposing accounts of Mr. Amoutzas on the one hand and Mr. Theodorakis on the other, in the light of all the other oral and written witness evidence, and in the light of the documents, the circumstantial evidence and common sense. I have had the benefit of detailed written closing submissions as well as closing oral submissions. Most of these submissions were devoted to the complex factual analysis and the opposing inferences and conclusions each side invited me to draw and reach. I have taken into account all those submissions, even if they are not referred to explicitly in the rather lengthy analysis which follows.

The purchase of "Estimator" at the autumn sales

39. The logical starting point is the purchase of Estimator by Mr. Theodorakis at Tattersalls autumn sales on 1^st November 2007. This was before he and Mr. Amoutzas even met. I accept as truthful and accurate the evidence of Mr. Grant Pritchard-Gordon insofar as he can recollect the relevant events. I heard his evidence live over a video-link from France where he was currently working. Mr. Pritchard- Gordon is a partner in a firm of bloodstock consultants. I am satisfied that his close business relationship with Mr. Theodorakis and with Tattersalls has not affected the reliability of his evidence. Estimator was a horse he knew well and had himself bought as a yearling for one of the Pat Eddery syndicates. He had recommended the horse to Mr. Theodorakis and is sure he would have told him it was worth at least £6,000 to £8,000.
40. Mr. Pritchard-Gordon was surprised Estimator made only 800 guineas in the ring. There had clearly been some misunderstanding over bidding or some difference of opinion between the partners who owned the horse as to whether he should go on racing. A couple of ladies in the partnership were distressed at the prospect of the horse going to Greece. He introduced the partners to Mr. Theodorakis, suggesting they should offer to buy back the horse at a sizeable profit. He recalls that a considerable sum was offered which would have provided an exceptional return for Mr. Theodorakis, but he was determined to keep the horse. He did not remember specifically an offer of £11,000 and a counter proposal from Mr. Theodorakis of £20,000.
41. Miss Emiri also gave cogent evidence about this episode. She recalls talking to the woman who was upset about the horse going to Greece. Mr. Kontis was also there. She was probably translating. What she remembers in particular is the woman being frantic, then the counter-offer of £20,000 by Mr. Theodorakis and the disappointment in the woman's face. She was not surprised that Mr. Theodorakis rejected the offer of 1000 per cent profit on Estimator - he acts on his gut feeling, she explained, and his gut feeling was that Estimator was worth £20,000. Such was Mr. Theodorakis' reputation as a good judge of horses, Mr. Pritchard-Gordon told me, he was sure that if Mr. Theodorakis said the horse was worth £20,000 there were people who would accept that and be prepared to pay it. Mr. Theodorakis' judgement was vindicated by Estimator's success as a racehorse in Greece, winning considerable prize money. I accept the evidence,of Mr. Theodorakis and Miss Emiri in relation to this episode after the auction on 1^st November.
42. That finding has important consequences. It follows that when Mr. Amoutzas and Mr. Theodorakis first met professionally in about mid-November 2007 one of the promising horses Mr. Theodorakis had, and would have discussed, was Estimator. After all, he had effectively staked his reputation as a judge of horses in refusing the offer by the owners and holding out for £20,000. I have no doubt that Estimator would have figured prominently in the discussions at the Markopoulo racetrack in November/December 2007 as a horse to look out for, and therefore a horse which Mr. Amoutzas would be interested in acquiring.
43. It also follows that Mr. Amoutzas' account of the telephone call on 3^rd December 2007 from Mr. Theodorakis at the Tattersalls sales to say that he had just bought Estimator for him at a very good price of around £1,000 makes no sense and is unreliable. To tell such lies to a new owner with whom he was starting in business would have been foolish in the extreme. The fact that Estimator had been sold in the autumn sales, several weeks before, would have been easily discovered from Tattersalls' records or website on the simplest inspection. Nor did Mr. Amoutzas express any surprise when he eventually saw the Tattersalls invoice recording the sale of Estimator at the autumn sales. If, as I find happened, Mr. Theodorakis had already held out for £20,000 for Estimator, why should he be prepared to let Mr. Amoudzas have the horse at the derisory cost price of £840?
44. The sale which had in fact taken place on 3^rd December 2007, when Mr. Amoutzas said he received the telephone call from Mr. Theodorakis bringing good news, was the sale of the valuable mare Mia Luna for nearly £300,000. This would indeed have been good news for Mr. Amoutzas if by then he had expressed an interest in and agreed to buy Mia Luna's equally promising foal, Giorgos Prince. It is likely that this is the context of the telephone conversation Mr. Amoutzas really had that day with Mr. Theodorakis.

The contractual discussions in November 2007

45. The next factual issue I have to decide is whether Mr. Amoutzas agreed to purchase Estimator from Mr. Theodorakis for £20,000 and whether the £20,000 transferred to Tattersalls on 3^rd December represented the purchase price they agreed. Mr. Amoutzas' case, it will be recalled, is that this transfer of £20,000 was made in prospect of unspecified purchases of horses at Tattersalls December sales in England and in Ireland. That explanation is inherently improbable for three main reasons.
46. First, had this been the case Mr. Amoutzas would have known by the end of the December sales that, Estimator apart (on the version he says he was told by Mr. Theodorakis), no horse had been bought for him at the sales in England. Estimator had cost only around £1,000 (according to what Mr. Amoutzas says he was told) and the invoice when it arrived in early January confirmed that the sale price at auction was only £840. It follows that Mr Amoutzas would have known by early January at the latest that Tattersalls had £19,160 of his money which had not been used and which should be returned to him. Even if (as he suggested in evidence) Mr. Amoutzas thought Mr. Theodorakis might buy more horses for him at the next Tattersalls sales in England in February and March 2008, in fact there were no such other purchases. Against this background it is extremely telling that Mr. Amoutzas showed no interest in recovering the £19,160 balance from Tattersalls in the months which followed. I have been given no convincing or satisfactory explanation for this remarkable omission.
47. Secondly, Mr. Amoutzas stressed in his oral evidence, on more than one occasion, that his bank manager required reassurance that this transfer of £20,000 (and indeed the subsequent transfer of £46,200) was genuinely in respect of the purchase of horses, so that he could be satisfied that it was not a money laundering transaction. Despite this, the only invoice Mr. Amoutzas ever received (on his case) for Estimator was the Tattersalls invoice for £840. If Mr. Amoutzas' evidence were true, he would have needed to give the bank manager some explanation for the shortfall of £19,160.
48. Thirdly, if the deposit of £20,000 was made prospectively for purchases at the Tattersalls December sales in England, this is totally inconsistent with the procedure adopted for the sales in Ireland. As already explained (see paragraph 23 above), the eight horses purchased on Mr. Amoutzas' behalf by Mr. Theodorakis at the Irish sales on 17^th December were paid for by two money transfers which Mr. Amoutzas sent direct to Tattersalls' Irish bank. They were, of course, transfers in euros rather than in pounds sterling, but this does not provide an adequate explanation for the completely different approach. Why pay money in advance for sales in England (contrary to normal practice, on the evidence of Mr. Ryan) yet follow the more regular practice of paying when the invoice was rendered for the sales in Ireland? At the very least, this difference of approach would have struck Mr. Amoutzas at the time, and would have underlined the importance of keeping a close eye on the outstanding balance to his credit at Tattersalls in England.
49. In the light of these general points, I turn to my findings on the evidence concerning the oral discussions between Mr. Theodorakis and Mr. Amoutzas at the start of their business relationship. It is likely that their first meeting was in mid-November 2007, probably just after Mr. Amoutzas had bought the two horses from the Greek auction house Ippotour. The invoice is dated 14^th November 2007, although I note (from the stamp on the invoice) that Mr. Amoutzas' ownership of the two foals was not registered until 14^th March 2008.
50. There can be no doubt that Mr. Amoutzas had developed a very active interest in owning and racing horses by this stage. The previous year he had bought and sold a number of horses in transactions with Mr. Kotsaftis and Mr. Mazokopakis. In evidence Mr. Amoutzas was surprisingly vague about the details of these transactions. His recollection was that he had spent €40,000 in purchasing a half share in these horses as a favour to these gentlemen who were in some financial dispute, in order that Mr. Mazokopakis could race the horses in Mr. Amoutzas' name and colours until such time as the horses could be transferred outright to Mr. Mazokopakis. One of the horses in question was Dafnakos, who featured, according to Mr. Theodorakis and Miss Emiri, in the final row between Mr. Theodorakis and Mr. Amoutzas in December 2008 after the Arqana sales. They say that Mr. Amoutzas was particularly upset and enraged by the fact that Dafnakos had recently won an important race under his new colours for a different owner.
51. Mr. Amoutzas is adamant that he never had any discussions with Mr. Theodorakis at the Markopoulo racetrack in November 2007, because none of his horses was racing at that time and he was far too busy with his other heavy responsibilities to spend time at the racetrack. I am unable to accept this evidence. It seems to me that the overwhelming likelihood is that having shown such a sudden interest in racing he would have been keen to follow the latest developments and discuss matters with Mr. Theodorakis, his new trainer, at Markopoulo. It is the only racetrack in Greece, and the centre of the racing industry so far as the location of stables and trainers is concerned. I am also satisfied that it was Mr. Amoutzas who sought out Mr. Theodorakis and not vice versa.
52. Mr. Theodorakis was a very familiar figure at the racetrack, with his own table in the owners' lounge on the fifth floor. Miss Emiri's duties as one of the official veterinaries at the course also meant that she was generally there, and in a position to follow the gist of negotiations and transactions between her boyfriend Mr. Theodorakis and other owners and trainers. It is at the racetrack, at meetings in the fifth floor lounge in particular, that Mr. Theodorakis says that that his agreement with Mr. Amoutzas for the sale of various horses was struck. He maintains that Mr. Kontis was also present and well aware of what was discussed. Mr. Theodorakis was less sure, in his oral evidence, that Miss Emiri was present and made no mention of her being present in his witness statement.
53. It was principally for this reason that I acceded to the somewhat unusual application on behalf of Mr. Amoutzas that Miss Emiri should be excluded from court during Mr. Theodorakis' evidence lest she take the opportunity of tailoring her own evidence in the light of her boyfriend's. I did so because it seemed to me that, one way or the other, the value of her evidence in cross-examination was likely to be increased, thereby furthering the interests of justice. If her account was exposed as wholly inconsistent with the evidence of Mr. Theodorakis on crucial points, this would damage their credibility. If on the other hand her evidence was generally consistent it would be all the more cogent for having been given in ignorance of Mr. Theodorakis' cross-examination, and thus likely to strengthen the reliability of Mr. Theodorakis' version of events.
54. I found Miss Emiri to be a compelling and generally reliable witness. Her evidence did not match that of Mr. Theodorakis in every detail, and I am satisfied that the similarities and differences are the product of genuine recollection (or the lack of it) rather than some sophisticated attempt to produce a credible joint version. I reject, for example, the suggestion by Mr. Mather that Mr. Theodorakis' failure to mention Miss Emiri's presence at the negotiations in November 2007 at the racetrack was "a neglected detail" of a combined false account they were putting forward. Miss Emiri said in cross-examination, with some feeling, that she felt she had been "taken for granted" and had perhaps "become a fixture" so that her presence or absence was not particularly noted.

Was Mr. Kontis at the discussions in November 2007?

55. A crucial factual issue is whether Mr. Kontis, Tattersalls' representative in Greece, was present during these negotiations at the racetrack in November 2007. Mr. Theodorakis is adamant that he was. Miss Emiri is also sure that he was there. I bear in mind that the period after Tattersalls autumn sales was likely to be one of activity and interest for owners, breeders and trainers in Greece. As Miss Emiri explained, there is invariably a good supply of cheap horses available at these sales particularly suited to the Greek conditions, i.e. racing on a dirt track rather than on turf. It would be natural for Mr. Kontis, as Tattersalls' representative in Greece, to be at the centre of discussions before, during and after the autumn sales, whether in England or in Greece.
56. In his most recent statement, sent to the Court on 4 June 2010, Mr. Kontis asserts that he was indeed present at the negotiations in November 2007 at the racetrack when the agreement was made between Mr. Amoutzas and Mr. Theodorakis. However, I have firmly in mind the directly contrary account he gave in a far more contemporaneous e-mail (19^th June 2009) when Tattersalls first informed him of the dispute which had developed over the origin and purpose of the deposits in December 2007. At that stage Mr. Kontis denied even knowing Mr. Amoutzas at the material time (i.e. November/December 2007), claiming that it was not until "months later" that he was introduced to him.
57. It was on this issue that I heard evidence towards the end of the trial from three witnesses in Greece, over a live video-link, as part of Tattersalls' case. The first witness was Mr. Fotiadis, another veterinarian working at Markopoulo racecourse at the material time, who has been employed by the Horse Racing Organisation of Greece (ODIE) since 1987. He recalls that in November 2007, and subsequently, he saw Mr. Amoutzas, Mr. Theodorakis and Mr. Kontis talking together about horseracing issues at the racetrack, including the owners' area on the fifth floor. As he put it, this was 'a trio which it was understandable to see gathered together'. He could pinpoint November because it was shortly after the autumn sales, which was "a time of very good horses".
58. I also heard evidence over the video-link from two waiters at the race track, brothers called Retouniotis, both of whom recalled seeing Mr Amoutzas, Mr. Theodorakis and Mr. Kontis sitting at the same table in the owners' lounge in November 2007. They both remembered that Mr. Amoutzas left a very large tip and one recalled that Mr. Amoutzas and Mr. Theodorakis were fighting over who was going to pay the bill. Despite the similarity of their statements taken on oath in Greece, these are just the sort of details which, waiters are likely to remember, and which give credence to their evidence. Mr. Mather invites me to treat their evidence, and the evidence of Mr. Fotiadis, with scepticism because they are beholden to Mr. Theodorakis and the racing establishment. However, on Mr. Amoutzas' case there could never have been an occasion when he, Mr. Theodorakis and Mr. Kontis were sitting and talking together at the racecourse. Mr. Amoutzas says that he first met Mr. Kontis only after the press conference on 30^th March 2009, and by then relations between Mr. Amoutzas and Mr. Theodorakis were so hostile that there was no possibility they would have been sitting together.
59. I have no doubt, on all the evidence, that the waiters and Mr. Fotiadis are accurate and truthful in their recollection of seeing Mr. Kontis with Mr. Amoutzas and Mr. Theodorakis at some stage and I reject Mr. Amoutzas' evidence to the contrary. The logical time for them to have been having such discussions was November 2007 for the reasons already explained, and I so find. It was soon after the autumn sales and soon after Mr. Amoutzas had shown a renewed interest in acquiring horses. I find that Mr. Kontis was present during the discussions between Mr. Amoutzas and Mr. Theodorakis which led to the transfers in question, and was well aware of what they agreed and how and why the money was to be transferred to Tattersalls.
60. As to the dramatic change of accounts by Mr. Kontis himself, I note that in his e-mail dated 19^th June 2009 he was responding to the implied criticism by Tattersalls that he had not checked with Mr. Amoutzes to confirm he was content for funds to be applied in the way they were. In other words he was naturally on his guard and regrettably, untruthful. In any event, because of the inconsistencies in his accounts it would be dangerous to rely upon either version.

The disputed invoice dated 2^nd December 2007

61. The next question I have to decide is what was agreed between Mr. Amoutzas and Mr. Theodorakis at their November meetings. I have already set out the rival versions (see paragraphs 14 and 17 above). In support of his version of events, Mr. Theodorakis relies upon the invoice dated 2^nd December 2007 which, on the face of it, evidences the sale by Mr. Theodorakis to Mr. Amoutzas of Estimator, along with the two mares and their fillies and Giorgos Prince. Mr. Amoutzas asserts that the document is fabricated and must have been prepared fraudulently to support a false case. There was a 'great deal of cross-examination on both sides about this invoice, and it was the subject of detailed and helpful submissions.
62. The starting point must be that the white top copy and the yellow carbon copy remain in the invoice book which was produced in evidence. The book is kept by Mr. Theodorakis' accountant, and is used fairly infrequently and only for the occasional sale of the horses by Mr. Theodorakis, rather than for generality of his business as a trainer. It is in effect a 'statutory' book which has had to be kept in prescribed form and is open to inspection at any time by the tax authorities. The book was so inspected on 24^th November 2009. The last entry in the book before the disputed invoice was 4^th July 2007. The next entry in the book after the disputed invoice was 22^nd July 2008.
63. Mr. Mather expressly conceded in closing submissions that there is no basis to suggest that the 22^nd July invoice is other than genuine. This is important because it follows that the disputed invoice must have been physically created by 22^nd July 2008 at the latest. Relations between Mr. Amoutzas and Mr. Theodorakis were still cordial in July 2008, prompting the question: why should Mr. Theodorakis wish to, or need to, fabricate the 2^nd December invoice when all was happy and well between them? Mr. Mather was driven to suggest that it was, in effect, a precautionary fraud on Mr. Theodorakis' part, to provide ammunition at some future date, should it be required, to support a false version of events. This is an inherently improbable suggestion, which I reject.
64. Mr. Theodorakis says that the invoice was prepared by his accountant. It was certainly faxed by his accountant on 22^nd September 2009 after the dispute had arisen. Mr. Mather relies heavily on the fact that Mr. Theodorakis claims the purchase price for Estimator was agreed in pounds sterling rather than in euros. He points out that Mr. Theodorakis has been inconsistent on this important detail of his evidence. Mr. Mather also points out that the sum of €30,000 shown in the invoice as the price for Estimator is not the euro equivalent of £20,000. Someone has made a note, in English, on the photocopy of the invoice (presumably for the benefit of English lawyers when the dispute arose) that the price of €30,000 included €1,750 for transport to Greece. Arithmetically however, that would not work, says Mr. Mather. The price of the two mares and two foals is shown in the invoice at €64,200. If that was intended to be the equivalent of £46,200 for those horses (as Mr. Theodorakis maintains) the exchange rate used must have been €1.39 to the pound. Applying that exchange rate would produce only €27,800 for Estimator. On the other hand, the euro equivalent shown on the £20,000 sterling transfer to Tattersalls dated 3^rd December 2007 is €28,286, only €1,714 less than the invoice price. Mr. Mather finally makes the point that Mr. Theodorakis had no business to be charging Mr. Amoutzas transport costs at all without agreeing it first.
65. I do not find these points persuasive. Having rejected an offer of £20,000 for Estimator in England, it was natural that Mr. Theodorakis should have discussed and agreed that price in sterling with Mr. Amoutzas, particularly as that was the sum which was to be remitted to Tattersalls in sterling. Any Greek invoice would, of course, have to show the price in euros. As Estimator had to be (or had been) transported from England, there was no reason why Mr. Amoutzas should not expect to pay the transport costs, as he did for the eight horses bought at the sale in Ireland. Because the 2^nd December invoice was in the event cancelled, Mr. Amoutzas paid €1,800 to the transporter, as part of the invoice total of €16,200 for the Irish horses as well, by bank transfer dated 19th December 2007. I am satisfied on the evidence of Miss Emiri, confirmed by the transporter's invoice, that the cost of transporting horses from England and Ireland was genuinely €1,800 per horse. Adding €1,800 to the €28,286 shown on the bank transfer produces a little over €30,000, and the figure has then been rounded down in the disputed invoice.
66. Next Mr. Mather queries the purpose and propriety of the late addition of Mr. Theodorakis' signature to a photocopy of the invoice disclosed in these proceedings. Neither the top copy nor the carbon in the book itself is signed. Mr. Theodorakis maintains that he was asked by his lawyer in Greece to sign the photocopy, possibly to provide evidence of his true signature. Whatever the rights and wrongs of this, it has no direct bearing, in itself, on the authenticity of the invoice. I note in particular that in his witness statement Mr. Theodorakis said that the cancelled invoice remained attached to the invoice book, the implication being that it was available for inspection which would necessarily reveal the absence of his signature. The late signature is, in my view, a red herring.
67. The other horse referred to in the disputed invoice is Giorgos Prince, not named as such but described as the colt of Kentish Prince and Mia Luna. The price is €30,000. Mr. Theodorakis had bought Giorgos Prince for only €300 on 5^th November but this was, I am satisfied, an "indicator" price for accounting convenience rather than a price which reflected the colt's true value. I note that in Mr. Nanos' claim against Mr. Theodorakis it is described as a "symbolic consideration".
68. Mr. Amoutzas accepts that he bought Giorgos Prince for €30,000, but says he purchased the horse from Nanos stables not from Mr. Theodorakis. He certainly paid the money to Nanos stables, by a bank transfer dated 20^th December 2007. That money was, however, then transferred by Nanos Stables to Mr. Theodorakis. Mr. Amoutzas' transfer was made the day after the bank details of Nanos stables were faxed from Nanos to Mr. Theodorakis on 19^th December at the address of Bonsai stables near Athens. This was a fax number which Mr Emiri appears to have used from time to time, presumably when she had business at the Bonsai stables.
69. Mr. Mather is critical of Mr. Theodorakis' vagueness and evasiveness in claiming not to recollect this fax at all. Mr. Theodorakis was sceptical of the authenticity of the content of the fax, observing (correctly) that it bears writing and figures in several different hands which seems to make little sense. No more original version of the document has been produced than the copy in the bundle (page 186) and all that can safely be said is that the printed or stamped bank details must have been on the document when it was originally faxed. Mr. Amoutzas maintains that this was the fax he received from Mr. Theodorakis which prompted him to transfer €30,000 to Nanos stables the next day.
70. Some of the other writing on the Nanos fax is interesting and revealing in assessing Mr. Amoutzas' credibility generally. Under the figure €30,000 there is written (in Greek) "transfer from account of Mr. Dellis to this *", the asterisk indicating the stamped bank account number. There are then the words (in Greek) "no name" and, in what looks like the same writing and pen, the works (in Greek) "+ 15,900 to the other account". Dellis was Mr. Amoutzas' stage name. "No name" is, according to Mr. Amoutzas evidence, the trading style he has adopted for a group of personal businesses. €15,900 was the price paid and sum transferred by Mr. Amoutzas to Tattersalls' Irish bank the next day, 20^th December, for the first batch of horses purchased at the Tattersalis Irish sales on the 17^th December.
71. Mr. Amoutzas' explanation of these hand written entries on the fax is that Mr. Theodorakis told him over the telephone not to put a name on the remittance to Nanos stables (hence the words "no name") so the fact that the horse had been sold so cheaply would not be revealed. Mr. Amoutzas says that as well as agreeing to pay Nanos stables €30,000 for Giorgos Prince, he paid Mr. Theodorakis a commission of €15,900, and paid him in cash - hence (by implication) the figure of 15,900 written on the fax.
72. Far from undermining the credibility of Mr. Theodorakis, I regard this Nanos fax as seriously undermining of Mr. Amoutzas' own evidence and of his credibility generally I find it hard to accept that it is mere coincidence that the phrase "no name" happens to accord with the trading style of his personal businesses. Mr. Mather accepts that the 15,900 figure must relate to the payment next day to the Irish bank. It follows that this had nothing to do with any supposed commission to Mr. Theodorakis. Furthermore it would be remarkable if commission had been agreed and paid in such an unusual non-round figure amounting to over 50% of the purchase price. At its lowest, this obvious error in Mr. Amoutzas account of events reveals him to be an unreliable historian. At worst it shows him capable of inventing false explanations for entries on documents. I accept the submission by Mr. Martin QC that there must have been some other dealings in the background between Mr. Theodorakis and Mr. Nanos which explained why payment for Giorgos Prince was made in this convoluted way. I bear in mind in addition that the mother of Giorgos Prince, Mia Luna, had recently been sold on Mr. Nanos' behalf by Mr. Theodorakis at Tattersalls December sales for nearly £300,000.
73. The final and critical issue in relation to the 2^nd December invoice is why, if it was a genuine invoice at all, it was cancelled. Mr. Theodorakis maintains that it was cancelled at Mr. Amoutzas' request because he did not wish to pay the VAT. Mr. Amoutzas says this is a ridiculous suggestion, because he would have been entitled to re-claim the VAT as it was a business transaction. During the course of the trial evidence was obtained in Greece on behalf of Mr. Amoutzas from his accountant and from a Greek lawyer to explain the law and practice of VAT in Greece in general and in Mr. Amoutzas' business dealings in particular. It is by no means clear that at the date of the disputed invoice (2^nd December 2007) Mr. Amoutzas was in fact registered for VAT in relation to his new found horse racing and horse owning business The witness statement of his accountant Mr. Xanthoulis confirms that Mr. Amoutzas registered for commencement of the "pastime of race track horses" in 2007, but gives no more specific date. It had been hoped that Mr. Xanthoulis would be available to give evidence over the video-link from Greece, along with the three other witnesses, but this did not prove possible so there was no opportunity for Mr. Martin QC to cross-examine him on this and other important points.
74. In these circumstances Mr. Mather accepted in closing submissions that it might well be the case that no such registration had taken place until after Mr. Amoutzas' acquisition of the two horses from Ippotour on 14^th November 2007. It followed, he very properly accepted, that registration might have taken place only around the time of this invoice. If Mr. Amoutzas was not then registered, there would have been every incentive for Mr. Amoutzas not to want to pay a substantial sum in VAT which he could not recover, particularly if the transfer of the horses into his name could be dealt with in a different way.
75. Mr. Martin QC submits that there are other features of the evidence which do not support Mr. Amoutzas' claim to be cautious and consistent in charging and/or accounting for VAT on the sale of horses. For example, when ultimately Mr. Amoutzas sold his remaining horses to Mr. Lignos at the end of 2009, the private sale agreement he entered into dated 30^th November 2009 charged no VAT. When explaining in his evidence the general nature of private sale agreements he referred to this agreement with Mr. Lignos, suggesting that although there was a space on the form to show the price of the horses, the sale was not VAT chargeable.
76. More generally, on his own evidence Mr. Amoutzas had a rather lax approach to invoices and receipts for his racehorse related dealings. He claims that he paid Mr. Theodorakis' and Miss Emiri's expenses in cash for attending the Irish sales in December 2007. But he accepts that it was not until December 2008, a year later, that he began to chase Mr. Theodorakis for invoices and receipts required for his tax return. The unsatisfactory explanation for the figures and details on the Nanos fax also calls into question Mr. Amoutzas' insistence that he was a stickler for prompt and accurate accounting.
77. Finally on the issue of VAT, Mr. Mather points out that if Mr. Amoutzas was not registered for VAT but the disputed invoice was genuine, Mr. Theodorakis would still have had to account to the Revenue for the VAT chargeable on the sale even if Mr. Amoutzas did not pay him the VAT, something he would clearly have wished to avoid. Far from undermining the authenticity of the invoice, in my view this only tends to explain and confirm the business sense in not proceeding with the disputed invoice. If Mr. Amoutzas could not claim back the VAT and was therefore not prepared to pay it, but Mr. Theodorakis would have been liable to pay the VAT anyway, it was to their mutual benefit that the invoice be cancelled and the transfer of the horses into Mr. Amoutzas' name be effected in some other way. This shows neither of them in a good light so far as the tax authorities are concerned, but in my judgment it is the most likely explanation for the cancellation of the invoice.
78. For completeness, I should add that Mr. Mather relies upon the fact that much later, as recently as May 2010, Mr. Theodorakis has had to pay a fine for non-payment of VAT on the sale of Giorgos Prince. The fact that he was not similarly fined for the non-payment of VAT on the sale of the other horses in the 2^nd December invoice cannot be taken as any confirmation or finding by the Greek Revenue that no such sale took place.
79. I therefore find that the invoice dated 2^nd December 2007 was prepared by Mr. Theodorakis' accountant on that date, and truly recorded the sales which had been agreed between Mr. Theodorakis and Mr. Amoutzas. The invoice was cancelled because Mr. Amoutzas was not prepared to pay the VAT on the invoice. It was to their mutual advantage, in the circumstances, that the invoice be cancelled.

The disputed private sale agreement dated 24^th January 2008

80. I turn next to the private sale agreement which Mr. Amoutzas alleges he never saw or signed and is another fabrication by or on behalf of Mr. Theodorakis. The agreement bears the date 24^th January 2008. It is indisputable that the agreement was in existence by 4^th February 2008 because on that date it was registered with the Jockey Club of Greece, as the stamp on the document shows. It follows that if this was a fabricated document and part of a fraud practised upon Mr. Amoutzas by Mr. Theodorakis, the document was (like the 2^nd December invoice) prepared at a time when relations between Mr. Amoutzas and Mr. Theodorakis were perfectly cordial and promising. This again begs the question: why, in those circumstances, create another bogus document? If it was done as a second precautionary fraud, it must follow (on Mr. Amoutzas' case) that Mr. Theodorakis had not only falsified the disputed December invoice, but had done so only to cancel it soon afterwards on the false and spurious pretext that Mr. Amoutzas had not been prepared to pay the VAT. Only then, on Mr. Amoutzas' case, did Mr. Theodorakis conceive the alternative fraud of this forged agreement. Put in this way, the sheer improbability of Mr. Amountzas' case becomes very evident.
81. Although Mr. Amoutzas denies any knowledge of the agreement or its registration with the Jockey Club, the fact is that on the same date (4^th February 2008) there were also registered with the Jockey Club the Tattersalls invoice for Estimator and the Tattersalls invoices for the eight horses bought in Ireland. All those invoices were addressed, on their face, to Mr. Amoutzas. He was vague in his evidence as to whether he ever actually received them, suggesting they might have gone directly to Mr. Theodorakis whose responsibility it would then have been to register Mr. Amoutzas' ownership of the horses in question to ensure that they could race under his colours. This coincidence of dates suggests, as a starting point, that it is more likely that all the documents evidencing Mr. Amoutzas' ownership of the horses he wanted to race were lodged with and registered by the Jockey Club at the same time, and by the same person.
82. The private sale agreement was the only means by which the two mares and their fillies and the horse Giorgos Prince were proved, to the satisfaction of the Jockey Club, to be owned by Mr. Amoutzas and, once registered, eligible to race under his colours. When pressed in the witness box Mr. Amoutzas could give no satisfactory explanation as to how he thought those horses could have been registered without a private sale agreement of this kind. He never saw any invoice from Tattersalls for the mares and fillies, and no invoice from Nanos stables for Giorgos Prince. The two fillies Agavi and Lyssa did run in Mr. Amoutzas' colours, with mixed success. There is a photograph in the bundle of Mr. Amoutzas with Mr. Theodorakis and Agavi after a win at the racecourse on 12^th November 2008. He must have wondered how Agavi came to be running in his colours if he knew nothing of the private sale agreement.
83. Mr. Martin QC submits, with force, that the private sale agreement gave Mr. Amoutzas exactly what he required. It effected, or evidenced, the transfer of ownership of the two mares and their fillies and Giorgos Prince to Mr. Amoutzas. No price is shown in the agreement. This is one of the reasons why Mr. Amoutzas says it is a fabrication. He suggested in evidence that there was a space on the proforma which could have been completed to show the price, if the agreement were genuine. This proved to be a false point. Mr. Theodorakis produced in evidence a blank proforma, readily available from the Jockey Club he says, from which it is clear, with the assistance of the interpreter, that there is in fact no such space for the price to be included. This is no more than one would expect from a private agreement whose purpose was to evidence ownership rather than to stand as an invoice.
84. Mr. Theodorakis asserted, without contradiction, that at the date of the agreement and its registration, the offices of the Jockey Club were close to Mr. Amoutzas' home address in Athens, and some considerable distance from Mr. Theodorakis' own premises. This provides some support for the inference that it was Mr. Amoutzas, or someone on his behalf, who registered all the necessary documents proving ownership, including the private sale agreement. On the evidence it was more usual for an owner to register than a trainer. After all the owner was the person with the real interest in registration.
85. Mr. Amoutzas insists that the first time he ever saw the private sale agreement was when, after some difficulty, he succeeded in obtaining a copy of it from the Greek Jockey Club. One of his complaints is that they were reluctant to release it, so that he had to invoke the help of the Public Prosecutor's office. The assertion by the Jockey Club that they were unable "for technical reasons" to determine who submitted the agreement for registration fuelled his suspicion that there has been some misconduct on the part of Mr. Theodorakis which the Jockey Club, taking his side in the dispute, were prepared to condone. Mr. Amoutzas has produced in evidence a handwriting expert's report which concludes that the signature purporting to be that of Mr. Amoutzas was not in fact written by him. The only person with any motive to forge his signature, he suggests, is Mr. Theodorakis.
86. Mr. Martin QC was prepared to accept the expert's conclusion at face value but submits that this in no way establishes that the document as a whole is a fabrication and a document never seen my Mr. Amoutzas at the time. I bear in mind and accept the evidence of Miss Emiri that Mr. Amoutzas was postively boasting at the time that the Jockey Club had instituted the system of private sale agreements for him. Having weighed up all the evidence, and in the light of my findings on the other issues, I conclude that the overwhelming probability is that the private sale agreement was indeed prepared by or on behalf of Mr. Amoutzas himself, that he requested Mr. Theodorakis to sign it, and that for reasons of administrative convenience it was signed on Mr. Amoutzas' behalf by some member of his staff and lodged, together with the other documents, by or on behalf of Mr. Amoutzas with the Jockey Club for registration.

The purchase and sale of the two mares and their fillies

87. I have already concluded that the 2^nd December invoice accurately reflected the agreement by which Mr. Theodorakis sold the two mares and their fillies to Mr. Amoutzas for the sum of £46,200 (or the euro equivalent), but is necessary to say a little more about this sale. Mr. Theodorakis readily acknowledged that this sum was precisely the sum he owed Tattersalls and for which he was being pursued. However, he also asserted that it did, in fact, fairly reflect the value of the horses concerned.
88. It will be recalled that the sum of £46,200 was the price paid at Tattersalls December sale 2004 for three mares. Do Buy Baileys and Mosca between them cost £18,900. The third horse, Boast, was much the most expensive of the three, costing £27,300. In effect, therefore, the two fillies Lyssa and Agavi which were subsequently born to Do Buy Baileys and Mosca were being valued by Mr. Theodorakis, in the sale to Mr. Amoutzas, at the same price as Boast. Given their potential, their moderate success thereafter, and Mr. Theodorakis' judgement and experience, this was not an unreasonable valuation.
89. Mr. Amoutzas' case in relation to these four horses has not been entirely consistent. In the first set of proceedings he commenced in Greece against Mr. Theodorakis on 19^th February 2009 he was claiming the refund of the money in dispute "...which I have paid so that I could help you in my name with the sham purchase of the horses Mosca, Do Buy Baileys, Agavi and Lyssa which belong to you and are under your control". His case is that he was prepared to lend Mr. Theodorakis the money for these horses, on the story he was told in December 2007 that Mr. Theodorakis had just bought them, but that the horses were never to be his in anything but name. They were to run in his colours and he would keep any winnings but Mr. Theodorakis was to buy them back at the same price at the end of 12 months.
90. This account I find inherently improbable. Mr. Theodorakis would be taking a grave risk, with a new owner, in trying to conceal the fact that these two mares had been bought three years earlier and were not being sold with their fillies in the December sales at all. Just as with Estimator, it would have been very easy for Mr. Amoutzas to discover from Tattersalls' records and or website that these four horses had not been sold at the December sale. Indeed by the time of the conversation which Mr. Amoutzas alleges he had with Mr. Theodorakis (later in December) the sale of mares had concluded.
91. There was even a suggestion at times in Mr. Amoutzas' evidence that at the date he transferred the money to Tattersalls the horses had yet to be auctioned. At one point in his cross-examination he said that he confirmed to his bank that he would be buying four horses from Tattersalls, rather than that they had already been bought. This raises two problems. First, if this is what he meant to convey, he could not possibly have known in advance that the price the horses would fetch at auction would be £46,200. Secondly, there is an echo here with his insistence, in relation to the £20,000 transfer, that his bank manager was pressing for proof that the £46,200 was truly for horses so that he could be assured it was not a money laundering transaction. Despite this, Mr. Amoutzas does not suggest that he ever chased Mr. Theodorakis (or Tattersalls) for an invoice for these four horses to satisfy his bank. This tends to confirm that in truth there had been a simple purchase of the horses from Mr. Theodorakis, and that the private sale agreement of 24^th January was all that was required to effect the necessary transfer of ownership for racing purposes.
92. Mr. Mather made the point in cross-examination that Mr. Theodorakis did not even know where the two mares were in Greece. What prompted him to track them down, I am satisfied on the evidence, was the resolution of his friendly dispute with Tattersalls following discussions between Mr. Ryan, Mr. Theodorakis and Miss Emiri at the autumn sales . This resulted in the issuing of a Tattersalls invoice to Mr. Theodorakis dated 7^th November 2007 for the three mares purchased back in 2004, and provided him for the first time with proof that they were his to sell.
93. Mr. Amoutzas maintained that he would have had no interest in purchasing the two mares for himself. This depends upon whether Mr. Amoutzas was interested in breeding horses as well as racing them. He says that Mr. Theodorakis tried to interest him in "stud activities", but he declined. Mr. Theodorakis and Miss Emiri gave graphic evidence of the interest Mr. Amoutzas showed in starting a stud farm in the northern part of Greece from which he hailed. Miss Emiri even quotes the precise date they travelled there and were shown the potential project, a date she has noted from the air tickets for the journey, 2^nd February 2008.
94. She says he told them he would get a government subsidy and money was no issue. She says he heard Mr. Amoutzas telling his son that he had bought the 'super mares', which she took to be a reference to Mosca and Do Buy Baileys, and would make 'the best stud farm.' She described in cross-examination how enthusiastic he was about the project suggesting that the Turks had approached him to buy the horses and have races on his land there. I accept her evidence. Mr. Amoutzas volunteered in his own witness statement that he had invited Mr. Theodorakis and Miss Emiri to stay with him in his home town for Easter in 2008. If Miss Emiri is correct about the date of 2^nd February, and I am sure that she is, it may not be without significance that this trip was just around the time that the private sale agreement was registered with the Jockey Club, a further indication of how cordial relations were at that date.
95. The final curious piece of evidence in relation to the proposed stud farm project is a newspaper article published on 3^rd April 2009, a few days after Mr. Amoutzas had called the press conference to air in public his dispute with Mr. Theodorakis and the racing establishment. The article expressed the hope that despite these differences Mr. Amoutzas would not leave horseracing but would remain an owner and "create a large stable" as he had "...already started building a large ultra-modern stud farm in northern Greece".
96. This assertion, Mr. Amoutzas says, came not from him but from Mr. Theodorakis who had briefed the journalist. During the course of the trial a witness statement was obtained on Mr. Amoutzas' behalf from the journalist in question who says he had been informed about the stud farm in the past by Mr. Theodorakis and that the topic was not mentioned by Mr. Amoutzas at the press conference. Be that as it may, it seems a strange thing for Mr. Theodorakis and Miss Emiri to have invented, and neither Mr. Amoutzas nor his lawyer, Mr.Christodoulou, took any steps to put the record straight when the lie was repeated in this article.

General credibility

97. Both Mr. Martin QC and Mr. Mather have invited me to concentrate on indisputable facts in the chronology of the case as the key to resolving issues of credibility between Mr. Amoutzas on the one hand and Mr. Theodorakis and Miss Emiri (in particular) on the other. In the foregoing analysis I have endeavoured to adopt this approach. However, it is necessary to say a little about my assessment of these three persons, without attempting to resolve issues irrelevant or only marginally relevant to the principal questions I have to decide. I have had the advantage of observing each of the three witnesses in cross-examination for a lengthy period: Mr. Amoutzas in excess of a day; Mr. Theodorakis a full day; Miss Emiri (whose evidence did not require translation) half a day.
98. Mr. Amoutzas was an emotional witness at times, obviously convinced by the Tightness of his cause, and blinkered to the contradictions within his own evidence and to incontrovertible facts. A good example was his unshakable belief that the injury to Estimator which led to his death was an act of sabotage, and that the man behind it was Mr. Theodorakis. Mr. Martin QC relies upon a witness statement admitted under the hearsay provisions from Mr. Zafeiris, head of the veterinary service of the Jockey Club of Greece, who was in charge of the investigation into Estimator's death. He confirms that the injury which Estimator suffered was a comminuted fracture of the left hind leg of a nature and location which makes it impossible that the injury was deliberately inflicted through human agency, on purpose or accidentally. Such fractures are generally the result of hard training or racing or a hard kick onto a wall. He also confirms that at no stage during the investigation did Mr. Amoutzas or anyone else suggest that the injury had been deliberately inflicted as sabotage.
99. Mr. Amoutzas says that he never got the opportunity to put his side of the story fairly to the inquiry. Mr. Mather relies upon extracts from the statements of two witnesses who did give evidence to the inquiry, (served on the first day of the trial) which conflict with other hearsay statements relied upon by Mr. Martin QC. However, Mr. Mather does not suggest that the evidence of Mr. Zafeiris should be rejected as unreliable.
100. In a similar vein, Mr. Amoutzas claims that he has been the victim of acts of intimidation and criminal damage which he believes were orchestrated by Mr. Theodorakis, and that he received a direct threat over the telephone from Mr. Theodorakis not long before Estimator's demise, to the effect that if he pursued this claim against Tattersalls, Estimator would never race again and that he would send him Estimator's left hind leg to eat. In cross-examination Mr. Amoutzas accepted at one point that he had never mentioned these serious allegations to anyone except his wife and his son, but contradicted this later by saying he had mentioned it at the inquiry into Estimator's death. He accepted he had not mentioned it in the various legal proceedings he has commenced in Greece although he claims that he did report it to the police who seem not to have pursued any investigation.
101. I found Mr. Amoutzas' evidence on these and other admittedly peripheral issues unsatisfactory and symptomatic of a more general lack of realism and reliability in recalling the events before his relationship with Mr. Theodorakis soured. I accept the submission of Mr. Martin QC that if - as I have done - I reject Mr. Amoutzas' evidence about the telephone conversation he said he had on 3^rd December 2007 from England about the purchase of Estimator, it makes it dangerous to rely upon any disputed evidence of Mr. Amoutzas on key issues. For the reasons already explained, I consider his evidence of the alleged cash commission payment of €15,900 to Mr. Theodorakis in connection with the purchase of Giorgos Prince to be another example of this troubling unreliability.
102. Regrettably Mr. Amoutzas has allowed himself to be carried away by his perception of a conspiracy by the racing establishment against him. In relation to this over enthusiasm and its impact on his credibility the cautionary words inscribed on the gates of the ancient temple at Delphi are, I am afraid, only too apt: μηδευ αγαν - nothing to excess".
103. Mr. Mather invites me to look at the issue of credibility down the other end of the telescope. He submits that the way in which Mr. Theodorakis and Miss Emiri have orchestrated the support of the racing establishment against Mr. Amoutzas demonstrates not only that his conspiracy theory is justified but also that their evidence, and the evidence of witnesses such as the waiters and Mr. Fotiadis, is not to be trusted. It is right that there were, at times, inconsistencies in Mr. Theodorakis' evidence. I have mentioned already his unwillingness to acknowledge any association with the Nanos fax, and his changing account as to whether the price for Estimator was agreed in sterling or in euros. Nevertheless, the longer his evidence went on the clearer it became to me that, in substance, his account of events was far more reliable that of Mr. Amoutzas. This assessment was confirmed conclusively by the evidence of Miss Emiri.
104. I have already referred to the steps taken at Mr. Mather's request to prevent Miss Emiri from hearing the cross-examination of her boyfriend Mr. Theodorakis by excluding her from court during the evidence. In the event her evidence was all the more impressive for that reason. I bear in mind, of course, the natural loyalty she must feel towards Mr. Theodorakis because of their personal relationship. I bear in mind too that she has responded to Mr. Amoutzas' allegations against her by issuing proceedings for defamation against him in Greece.
105. Against this background she gave her evidence in a surprisingly moderate and matter of fact way, with telling details which rang true. She made no secret of the fact that she disliked Mr. Amoutzas from the outset. She preferred owners who were sportsmen rather than gamblers. She says that on their first meeting when he brought Giorgos to her for treatment he said he had the named the horse after the President of the Jockey Club, and not after his son. She thought he was bragging in claiming that the Jockey Club had instituted the system of private agreements just for him. She was aghast at his proposal to start a stud farm in northern Greece and she and Mr. Theodorakis tried to talk him out of it.
106. I found her description, at the end of her oral evidence, of the circumstances in which relations between Mr. Amoutzas and Mr. Theodorakis suddenly and finally broke down in December 2008 far more credible than the evidence of Mr. Amoutzas. She and Mr. Theodorakis cannot have been mistaken, in my view, as to why they were going to the sale in France and on whose behalf they were going to bid. It was solely for Mr. Amoutzas. They had no other business there. She and Mr. Theodorakis had previously bought a horse for Nanos stables at Arqana, to race in Dubai, and Mr. Amoutzas said he wanted a horse for Dubai too. She recalls the telephone call to Mr. Amoutzas from their hotel room in Arqana. They bought two horses at the sale, in his name, one of which has since had a very successful career in France.
107. On their return to Greece they met Mr. Amoutzas in his bar in Athens (presumably a reference to one of his internet cafes) in order to settle their finances from the Arqana trip. Instead Mr. Amoutzas' opening words were to the effect that he was sick and tired of losing at the race track. He referred to the enviable success of the horse Dafnakos, which had for a while been his but was now back with Mr. Mazokopakis. Mr. Theodorakis recalled Mr. Amoutzas saying that he and his son had been very upset over this, and his son had cried all weekend. He was done with racing, and did not want the horses they had bought. Mr. Theodorakis told him he was unreliable and wanted him to take his horses out of Mr. Theodorakis' stables next day. Mr. Amoutzas tried to protest but Mr. Theodorakis had said his final word.
108. This evidence, which I accept, casts a flood of light on the subsequent dispute. Mr. Amoutzas was disappointed that the horses that he had bought had had less success than he had hoped. To cap it all, the horse Dafnakos which had previously run in his own colours, had new brought glory to a rival owner, Mr. Mazokopakis, the very man he had helped out of his financial difficulties. Mr. Amoutzas felt he had become something of a laughing stock at the race course through the lack of success of Lyssa and Giorgos Prince. He felt he had been humiliated.
109. Mr. Mather has emphasised the extent to which Miss Emiri has run around obtaining and co-ordinating evidence in Greece, and suggests that it shows she is a partial and unreliable witness with her own agenda. When I asked her about this at the end of her evidence she explained that she felt frustrated by the way Mr. Amoutzas had been campaigning in Greece, with press coverage and a multiplicity of legal proceedings, when Mr. Theodorakis (whom she described in a kindly way as barely literate) was quite unable to deal properly with such matters. Tattersalls in England would not have known which witnesses to approach and call. She, by contrast, knew what had happened and had been dealing with it all since the beginning of 2009. I accept this explanation .

Conclusions on the main factual issues

110. In the light of this factual analysis and the finding already made, I turn to the crucial findings on the questions identified in paragraph 36 above.
111. I find that Mr. Amoutzas did agree to purchase the horse Estimator from Mr. Theodorakis for the sum of £20,000. I find that this is why Mr. Amoutzas transferred the sum of £20,000 to Tattersalls on 3^rd December 2007.
112. I find that Mr. Amoutzas did agree to purchase the two mares Mosca and Do Buy Baileys and their fillies Lyssa and Agavi from Mr. Theodorakis for the sum of £46,200. I find that this is why Mr. Amoutzas transferred the sum of £46,200 to Tattersalls on 21^st December 2007.

Authority of Mr. Theodorakis as agent.

113. Having answered those questions in the affirmative, the next question is whether Mr. Theodorakis had authority to call for the transfer of the deposited sums to his own account or order at Tattersalls
114. The answer to this Question depends on the true analysis, on the facts and in law, of the agreement reached between them in relation to payment for the horses purchased by Mr. Amoutzas from Mr. Theodorakis. It is clear, in the light of my findings, that there was a mutual expectation that the price for the horses - the two sums totalling £66,200 - would be paid to Mr. Theodorakis, and that the mechanism would be payment via Tattersalls rather than (for example) payment in cash or payment into Mr. Theodorakis's own bank account. It was never intended by Mr. Amoutzas or Mr. Theodorakis that the money should remain at Tattersalls as Mr. Amoutzas' own money to dispose of. Payment via Tattersalls was intended to be a convenient way of putting the money at Mr. Theodorakis' disposal.
115. Mr. Mather submits, however, that on the basis of Mr. Theodorakis' own witness statement no agency could arise and no authority could have been granted to him by Mr. Amoutzas to instruct Tattersalls how the deposited sums should be applied. The submission rests upon the suggestion by Mr. Theodorakis at two points in his witness statement: "... we agreed that Mr. Amoutzas would deposit the money directly in my account with Tattersalls". Mr. Mather submits that if this was indeed the agreement they reached, it is the antithesis of any agency or authority to deal with the monies deposited by Mr. Amoutzas, even if that deposit was intended to be for Mr. Theodorakis' benefit. The failure by Mr. Amoutzas to deposit the monies in Mr. Theodorakis' account at Tattersalls would amount to a breach of contract by Mr. Amoutzas giving rise to a claim for damages, but nothing more. Mr. Mather realistically acknowledges that this is an unattractive proposition, and a "technical" point, but nonetheless sound in law he submits.
116. Mr. Martin QC submits that it was a necessary incident of their agreement that Mr. Amoutzas conferred authority on Mr. Theodorakis to instruct Tattersalls (directly or indirectly) as to the disposition of the money deposited. It was a necessary incident because the intention was to deposit the money in substitution for a direct payment to Mr. Theodorakis, and on the footing that it would be immediately available for his use. Thus the inference that actual authority was conferred to that effect is amply justified in the circumstances. He submits that the fact that the money transferred to Tattersalls was credited to his own account rather than Mr. Theodorakis' account is irrelevant on proper analysis. As a discrete point Mr. Martin QC submits that even on Mr. Amoutzas' version of the £46,200 transfer a sufficient agency could arise, but it is unnecessary to explore that further in the light of my factual findings.
117. Having studied the transcript of Mr. Theodorakis' evidence, and in the light of all the evidence in the case, I am satisfied that Mr. Mather's submission focuses too closely on a narrow interpretation of Mr. Theodorakis' evidence. Tattersalls should not be equated with a bank which held separate designated accounts for Mr. Amoutzas and Mr. Theodorakis respectively. Mr. Theodorakis' phrase "directly in my account with Tattersalls" has to be understood in context.
118. It is correct that at the outset of his cross-examination Mr. Mather secured from Mr. Theodorakis confirmation that "both those prices were to be paid by making sums to your account at Tattersalls...." (page 14). At other points in his evidence, however, he described the intended transaction in more general terms. For example, at page 73: "...Mr. Amoutzas wanted to buy those horses, and I just wanted to get my money through Tattersalls...."; and at page 74: "....I just asked him to put £20,000 into Tattersalls' account". Although there were other passages in his evidence where he again acknowledged that he expected the money to go into his own account at Tattersalls, he was somewhat coy in acknowledging that he even knew he had a Tattersalls account in his own name.
119. It may well be the case, as Mr. Mather put to him, that he did not want the money to be paid directly into his Tattersalls account because it would immediately be applied to discharge the debt he owed which was the subject of the litigation commenced in October 2007 against him by Tattersalls. If so, although the ultimate objective was the deposit of the money into his own account, it may be that he did not apply his mind, at the time, to the precise mechanics of how this could best be achieved whilst enabling him still to use the money for current purchases.
120. It is also important to recall that the fax Mr. Amoutzas received from Tattersalls on 3^rd December 2007 giving instructions for payment (bundle, page 153) indicated that the monies should be deposited "for Mr. Kontis attn Mr. Amoutzas", whereas this instruction was corrupted (probably in error) on the bank transfer the same day to: "attn: Mr. Kontis". To the extent that the faxed instruction represented the terms of the agreement between Mr. Amoutzas and Mr. Theodorakis as to how the money should be paid, it tends to confirm:

(1) that the money was to be paid to the account of Mr. Kontis, or to be dealt with on his instructions;

(2) that the money was not destined for Mr. Amoutzas' account, to remain his to deal with;

(3) that some intermediary (i.e. Mr. Kontis) was to have authority to deal with the money once it reached Tattersalls, to fulfil the terms of the sale agreement by ensuring that Mr. Theodorakis received the benefit of the money.

121. In deciding the true terms of the agreement between Mr. Amoutzas and Mr. Theodorakis I take all this evidence into account, together with the general circumstances of transactions at Tattersalls, the role of Mr. Kontis as Tattersalls' representative in Greece, and the need to give business efficacy to their agreement. I find that the true terms of the contract between Mr. Amoutzas and Mr. Theodorakis, as to payment, were that Mr. Amoutzas would effect the transfer of the money to Mr. Theodorakis via Tattersalls by whatever means were necessary. This would include acting on payment instructions Mr. Amoutzas would receive for his bank to process the payment to Tattersalls. By necessary implication he gave Mr. Theodorakis authority, as his agent, to do anything required to effect that transfer for his benefit. I therefore reject the, narrow argument advanced by Mr. Mather and accept the submission of Mr. Martin QC.
122. Although it is not necessary to my conclusions, I should record that Mr. Martin QC submits in the alternative that one arrives at the same answer by analysing the matter in terms of equitable assignment. He submits that by making the deposit at Tattersalls with the intention that it was in substitution for a direct payment to Mr. Theodorakis, and on the footing that it would be immediately available for his use, Mr. Amoutzas effected an equitable assignment to Mr Theodorakis of the asset represented by the debt arising from the deposit . Notice to Tattersalls of the assignment, as the relevant debtor, would not be a necessary element of such a transfer: see Ward v Duncombe [1893] AC 369, per Lord MacNaghten at 392. I accept this submission as sound and it provides an alternative route by which the same conclusion is reached.

Sub-agency of Mr. Kontis and Miss Emiri

123. Mr. Mather argues in his written submissions that even if Mr. Theodorakis had actual authority to give instructions to Tattersalls for the disposition of the money which had been deposited, there are two further obstacles which Tattersalls have to overcome if their defence is to succeed. First, he submits that no actual authority will be implied on the part of an agent to take any step which is contrary to the best interests of the principal: Chitty on Contracts (30^th Edition) 31-043. Secondly Mr. Mather submits that it would have to be shown that Mr. Theodorakis was entitled to and did delegate such authority to Mr. Kontis and Miss Emiri, who between them gave the instructions to Tattersalls which resulted in the transfer of the monies to Mr. Theodorakis' account or order. Such delegation would, as a matter of law, he submits, require Mr. Amoutzas' consent: Chitty on Contracts, 31-040.
124. As to the first submission (which Mr. Mather did not press in closing) the supposed difficulty simply does not arise on the findings of fact I have made. Mr. Amoutzas had purchased the horses from Mr. Theodorakis and had agreed to pay him the price. When he transferred the monies to Tattersalls he intended that they should go to Mr. Theodorakis i.e. for his benefit. The authority which Mr. Theodorakis had under the agency which arose was to do anything necessary to effect their mutual intention to benefit Mr. Theodorakis. By definition this was for the benefit of his principal Mr. Amoutzas.
125. As to the second submission, which again Mr. Mather did not press in closing, there are two answers. First, the assent of the principal may and ought to be implied wherever from the conduct of the parties to the original contract of agency, or from the usage of trade, of from the nature of the particular business which is the subject of the agency, it may reasonably be presumed that the parties originally intended that the agent should have such authority: see Chitty on Contracts, 31-040. On the whole of the evidence I am satisfied that it is proper to imply such assent in this case, in the light of the following analysis of the respective roles of Mr. Kontis and Miss Emiri.
126. Mr. Kontis had an important liaison role between Tattersalls in England and Tattersalls' customers in Greece. Mr. Ryan described the role as a 'conduit'. I have already found as a fact that Mr. Kontis was present when the agreements were concluded between Mr. Theodorakis and Mr. Amoutzas for the purchase of the horses and the depositing of the monies with Tattersalls. Mr. Kontis' name was on the faxed instruction which Mr. Amoutzas passed on to his bank for the transfer dated 3^rd December 2007, and Mr. Amoutzas himself signed that transfer bearing the instruction "attn Mr. Kontis".
127. I accept Mr. Theodorakis' evidence (at page 108) that the reason he had wanted Mr. Kontis to be present during the negotiations was because "he was the one who was dealing with Tattersalls about all these matters". I accept the evidence of Mr. Ryan of Tattersalls that, as part of their normal business dealings, it would be natural for Tattersalls to regard Mr. Kontis (and their other overseas representatives) as having authority to transfer funds. As he put it: "..... Mr. Kontis....knew the parties involved, he knew the funds had been paid in and he knew what they should be applied to [which] strongly indicated he had authority to give that instruction". Tattersalls were well aware that Mr. Amoutzas was a client of Mr. Theodorakis. Mr. Amoutzas, on his own case, had given authority to Miss Emiri as well as to Mr. Theodorakis to act generally on his behalf in the purchase of horses. All these facts point to the inevitable conclusion that if Mr. Theodorakis had authority to act, Mr. Amoutzas must have impliedly assented to the delegation of that authority to Mr. Kontis and Miss Emiri insofar as might be necessary.
128. The second answer to the supposed problem of delegation, and that relied upon by Mr. Martin QC in closing submissions, is the undoubted proposition that the rule against delegation without consent does not apply to the performance of "purely ministerial acts": see Chitty on Contracts, 31-040, and Bowstead and Reynolds on Agency (18^th Edition), 5-003. In the context of this case I am satisfied that the instructions which Mr. Kontis and Miss Emiri gave to Tattersalls on 3^rd January 2008 and 7^th May 2008 respectively for the disposition of the funds in question fall within this principle. It must be remembered that Mr. Theodorakis speaks virtually no English and was heavily reliant upon Mr. Kontis and Miss Emiri to interpret for him, and to speak and write on his behalf. Mr. Amoutzas must have been well aware of this.

Conclusion on agency issues

129. In the light of the foregoing analysis, and addressing the questions posed in paragraph 36 above, I turn to my conclusions on the agency issues:

(1) I find that Mr. Theodorakis did have authority to call for the transfer of the deposited sums to his own account or order at Tattersalls.

(2) I find that Mr. Kontis and Miss Emiri did act within the scope of Mr. Theodorakis' authority (and their own authority) in effecting the transfers, on Mr. Theodorakis' behalf and for his benefit, of the funds standing to the credit of Mr. Amoutzas' account at Tattersalls.

Overall conclusion

130. It follows that Mr. Amoutzas' claim in the action fails and is dismissed.

Third party claim

131. In the light of this conclusion it is unnecessary for me to consider whether Tattersalls would have been entitled to an indemnity from Mr. Kontis had Mr. Amoutzas' claim in this action succeeded. The third party claim was based on an allegation that, in giving instructions for the disposition of the funds, Mr. Kontis acted in breach of his implied warranty of authority. I have not heard full argument on the point but it is likely that the third party claim would have succeeded. I have been referred to the relevant principles of law set out in Bowstead and Reynolds on Agency (18^th Ed), articles 105 and 106 (9-060 and 9-074). On the face of it Mr. Kontis would have been liable for the loss suffered by Tattersalls even if he acted in good faith or under a mistaken belief that he had such authority.
132. Because Mr. Amoutzas' claim fails, however, the third party claim must likewise fail. I should add that subject to any further argument on the issue of costs, it was reasonable for Tattersalls to bring the third party claim.
133. Finally, I wish to express my gratitude to all counsel for the thoroughness and clarity of their submissions and their mastery of the documents in this interesting and unusual case.