Andrea Makis v Kyriacos Kyriacou

2025/00390422

CONTRACT – Mr Kyriacos Kyriacou and Ms Andrea Makis invested together in real property in New South Wales and Cyprus – Mr Ioannis Papatheodotou is Ms Makis’ former husband – Mr Kyriacou sought an order for specific performance of an agreement he claims was made around June 2012 by Mr Papatheodotou, acting on behalf of Ms Makis – the agreement allegedly required splitting the investments between Mr Kyriacou and Ms Makis so that their holdings would thereafter be separate – the document prepared by Mr Papatheodotou and given to Mr Kyriacou was called a “Partnership Dissolution Agreement” (PDA) – the PDA set out how the investments held and liabilities owed by Mr Kyriacou and Ms Makis would be divided – the subject of the allegedly unperformed obligation under the PDA is the transfer of Ms Makis’ half interest in a block of eight home units at an address in Sydney (referred to as the MacDonald Street Units) to Mr Kyriacou – on 9 February 2021, Robb J held that the PDA was not an enforceable contract and reserved to Ms Makis an opportunity to advance a case for the existence, terms, and dissolution of a partnership or partnerships, and for accounting of partnership property – the proceedings before Lindsay J (the primary judge) primarily concern whether a partnership existed between Mr Kyriacou and Ms Makis – through her amended statement of cross-claim, Ms Makis asserts that a partnership began in December 1995 with both spouses involved, later continuing between the parties alone after 2002 – Ms Makis seeks declarations confirming the partnership, its assets and liabilities, and orders for dissolution and accounting under s 35 of the Partnership Act 1892 (NSW) – Mr Kyriacou denies any 1995 partnership, asserting instead a 2002 agreement limited to Australian property investment – Mr Kyriacou pleads estoppel, arguing that separation should follow agreed representations closely aligned with the terms of the PDA – the primary judge held that Ms Makis was wilfully blind to the conduct of Mr Papatheodotou on her behalf and that Mr Papatheodotou had ostensible authority to make binding representations regarding the PDA or otherwise to Mr Kyriacou on Ms Makis’ behalf – the primary judge further held that Mr Kyriacou established his estoppel case, relying upon an equitable estoppel arising from encouragement by the making of a promise – the primary judge declared that Ms Makis holds on trust for Mr Kyriacou her interest in the properties known as the MacDonald Street Units – whether the primary judge erred in finding that Mr Kyriacou had established his estoppel case – whether the primary judge erred in finding that Mr Papatheodotou had any authority, and in particular ostensible authority, to make binding representations regarding the PDA on Ms Makis’ behalf – whether the primary judge erred in his Honour’s interpretation of the PDA – whether the primary judge erred in not finding that there was a global partnership between the parties as contended for by the Ms Makis.

Kyriacou v Makis [2025] NSWSC 1010