High Court Upholds Broker's Entitlement To US$2.25m Success Fee Under Tripartite Mandate Despite Limited Involvement In Funding Process

The High Court has held that a mining finance broker was contractually entitled to a success fee of US$2.25 million in connection with funding provided by a major international investor, notwithstanding the broker's limited role in funding negotiations: Alphier Capital Two LLP v Blyvoor Gold Capital (Pty) Ltd [2026] EWHC 244 (Ch).

The question for the court was whether the contract required the broker's performance of obligations to be an "effective cause" of the funding. The court held that, while the contract contained no mention of "effective cause" wording and it was not prepared to imply such a term, the requirement for the broker to perform actions to help secure the funding could be found in the terms of the contract and factual matrix. In the court's view, the contractual requirement for the broker to "help place the Investments" with the funder, could be understood as a species of "effective cause" requirement. This simply required the broker's own actions to have a real‑world effect in helping secure the funding. The court noted that the broker did not actually have to do much work (because not much work was needed). However, the work the broker did carry out satisfied the services it was required to perform under the contract, and so it was entitled to the success fee.

The judgment underscores that where remuneration is success-based, the precise drafting of obligations is crucial. Here, the phrase “help place the Investments”, though less prescriptive than an “effective cause” requirement, nonetheless required a meaningful causal link. The decision provides valuable guidance for parties entering joint mandates, and on how courts approach success fee entitlements where multiple advisers are involved across overlapping stages of a funding process. The judgment will be of particular interest to financial advisers, brokers, and corporates operating in extractives, project finance, and other sectors where success‑based remuneration is common and where multiple advisers may be engaged concurrently, either on an exclusive or non-exclusive basis.

This is the latest decision in a line of cases addressing the recoverability of success fees (see our previous blog posts), and highlights the need for careful drafting of relevant agreements for all parties. As is often the case, the decision turned on specific facts, applying the usual principles of contractual construction. Other key issues which have arisen in the context of success fee disputes include the timing of financial close compared with the duration or termination of an engagement (see, for example, Demissie v Kefi Gold And Copper plc  [2025] EWHC 60 (KB)).

We consider the decision in more detail below.

Background

Blyvoor (the defendant), a South African junior mining company seeking approximately US$60 million to redevelop a gold mine, engaged two brokers in early 2018 on a non-exclusive basis:

• Exotix Partners LLP (now Alphier Capital Two LLP, the claimant) – a regulated investment bank with a substantial back‑office capability; and
• Legacy Hill – a two‑person mining advisory boutique.

Exotix's initial engagement letter (the Engagement Letter) provided for a non-exclusive mandate under which Blyvoor could retain other advisers. Exotix's remuneration was primarily success-based, but the letter carved out any entitlement to a success fee where the funding was sourced from, or introduced by, another broker/adviser. 

Legacy Hill introduced Blyvoor to Orion Resource Partners, one of the world's largest private mining investors, leading to active discussions. While Exotix also made contact with Orion about the project, this was after Legacy Hill's introduction. Accordingly, under its initial Engagement Letter, Exotix would not have been entitled to any success fee if Orion ultimately provided funding. However, Exotix persuaded Blyvoor that its experience could still prove valuable in helping to secure funding from Orion. To regularise the position, the parties entered into a tripartite agreement under which Exotix and Legacy Hill jointly pursued Orion funding (the Tripartite Agreement). Each agreed to reduced fees compared with their original mandates. Exotix's success fee was set at 3.75% and Legacy Hill's at 2.5% of any Orion funding.

Orion subsequently agreed to provide US$60 million in funding, and Blyvoor drew down the first tranche in November 2018.

However, Blyvoor refused to pay Exotix, arguing that the Tripartite Agreement required Exotix to be an “effective cause” of the Orion funding, in circumstances where Exotix had contributed only limited input to term‑sheet modelling and commercial analysis (the exact extent of Exotix's contribution was disputed). Exotix brought proceedings against Blyvoor, seeking payment of the success fee in the sum of US$2.25m plus interest.

Decision

The court held that Exotix performed its obligations under the Tripartite Agreement and its claim succeeded. The dispute centred on two questions, each of which is considered below.

1. What obligations did the Tripartite Agreement impose on Exotix?

The question for the court was whether the express terms of the Tripartite Agreement required Exotix's performance of obligations to be an "effective cause" of Orion providing funding. The Tripartite Agreement did not use the phrase “effective cause”, but rather stated that Exotix was obliged to continue to provide the "Services" defined in the initial Engagement Letter and contained a new obligation "to jointly pursue" Orion funding together with Legacy Hill. 

The court held that Exotix's entitlement to a fee was conditional upon its own actions having a real‑world effect in helping secure the Orion funding. This meant the contractual obligation could be met by taking suitable steps in an attempt to place the Investments, and Exotix would only be entitled to the success fee if those steps did actually "help" secure success. This conclusion flowed from, in particular:

• An obligation in the initial Engagement Letter to “help place the Investments with investors introduced by Exotix”, which the court held was modified by the Tripartite Agreement to become an obligation to "help place the Investments with Orion". The court noted that, since the whole point of the Tripartite Agreement was to require Exotix and Legacy Hill to "jointly pursue" Orion (whom Exotix had not introduced), it would make no sense for Exotix to have to help only with investors it had introduced itself.
• The commercial context went against an interpretation that Exotix would be entitled to its fee if it simply contributed to the joint endeavour, without any need to measure its own individual contribution to the endeavour. The facts suggested that Exotix was being offered a significant fee despite not introducing Orion. It was being afforded a further opportunity to earn a large fee, and commercial common sense suggested that Exotix must have been offering something of real benefit. 

The court commented that part of the difficulty in this case stemmed from the parties' use of the phrase "effective cause requirement" in circumstances where the Tripartite Agreement contained no mention of an "effective cause". However, regardless of whether the precise phrase was used, the requirement for Exotix to perform actions to help secure the funding from Orion could be found in the terms of the Tripartite Agreement and factual matrix (as described above). 

The court contrasted the present case with two earlier decisions in which the court found that the contracts contained no "effective cause requirement" (EMFC Loan Syndications LLP v Resort Group plc [2022] 1 WLR 717 and Edmond De Rothschild Securities (UK) Ltd [2014] EWHC 2165 (Comm)). In both of those cases, the agents' obligations were limited to the provision of "advice and assistance", and it was difficult to establish the extent to which advice/assistance contributed to a particular outcome, militating against the existence of an "effective cause requirement". In contrast, Exotix's obligations were not limited in this way. 

Notably, the court rejected a more exacting construction of Exotix's obligation, such as the type of “effective cause” terms found in classic agency cases (eg estate agency commission disputes), which are discussed at paragraphs 7-028 to 7-030 of Bowstead & Reynolds on Agency. Instead, the relevant threshold was whether Exotix's work “helped” to secure the funding. In the court's words, this was a “species of effective cause requirement”, but not identical to one.

The court also refused to imply an "effective cause" requirement into the Tripartite Agreement, because it would either be unnecessary or inconsistent with the express terms.

2. Did Exotix in fact perform the services required under the Tripartite Agreement?

The initial Exotix engagement contained a number of services which were imported into the Tripartite Agreement and which Exotix was obliged to provide. Ultimately “not much work was needed”, because Orion was a highly sophisticated investor and keen to complete. However, the court found that Exotix's input assisted Blyvoor in understanding key commercial terms and contributed to negotiations that led to the signing of the term sheet. These acts, therefore, “helped to place the Investments with Orion” within the meaning of the Tripartite Agreement.

Exotix did not need to show that its work was indispensable or that it directly persuaded Orion to invest, and it was (perhaps obviously) no answer that Blyvoor may, in hindsight, have struck a bad bargain given the limited amount of work ultimately required of Exotix. The work it did carry out satisfied the services it was required to perform, save for those which had either already been completed by the time of entering into the Tripartite Agreement or which would have been duplicative of the work undertaken by Legacy Hill.

Accordingly, the court held that Exotix had performed the contractual services required of it and was entitled to the full US$2.25m success fee, plus any applicable interest.

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