Lessons from Zaloumis v Steele: Safeguarding Settlement Agreements in Mediation

Introduction
The recent High Court decision in Zaloumis v Steele [2025] EWHC 1858 (KB) offers critical insights into the risks of poorly executed settlement agreements arising from mediation. This case – where a £200,000 settlement led to a failed £8M damages claim – underscores how mediation outcomes can unravel without precise drafting and clear communication.

Key Case Background

Dispute Origin: Son (Claimant) sued father (Defendant) for breaching a settlement agreement resolving prior financial disputes.
Mediation Outcome: Parties agreed to £200,000 payment in exchange for shares/directorship resignation.
Breach: Defendant paid late (completed 35 days post-deadline).
Claimant’s Case: Alleged late payment caused:
Loss of $350K haircare partnership
Wasted validation costs (£246K)
£8M in lost profits
Outcome: All claims dismissed. Breach acknowledged, but damages deemed too remote.

Critical Mediation & Settlement Lessons

1. Clarity on Payment Terms is Non-Negotiable

Mistake: Settlement agreement required payment “within 30 days of 26 January 2022” but lacked:
- Consequences for late payment
- Interest clauses
- Acceleration clauses
Result: Defendant paid late via instalments with no penalty.
Solution: Always specify payment mechanics (lump sum/instalments), deadlines, and remedies for breach.

2. Expressly Define “Special Losses” in Mediation

Mistake: Claimant failed to:
- Disclose time-sensitive licensing/manufacturing deadlines to Defendant
- Document how settlement funds tied to business survival
Result: Court held Defendant couldn’t foresee £8M losses from delay.
Solution: During mediation, formally communicate critical dependencies. Include them in recitals or as contractual conditions.

3. Avoid Over-Reliance on Mediator Communication

Mistake: Claimant assumed mediator relayed oral warnings about business risks. Defendant denied receiving them.
Result: Judge rejected “implied knowledge” argument due to lack of proof.
Solution: Critical terms must be in writing. Never assume mediators will verbally transmit material risks.

4. Future Loss Claims Require Expert Evidence

Mistake: Claimant submitted a self-calculated £8M schedule without:
- Independent expert validation
- Market comparables
- Tax/deduction analysis
Result: Entire quantum dismissed as “speculative.”
Solution: Base loss claims on forensic accounting reports. Apply “loss of chance” principles (Wellesley v Withers).

5. Mitigate Even After Breach

Mistake: Claimant abandoned business efforts post-breach despite generating £156K from sample sales in 2024.
Result: Court noted failure to mitigate.
Solution: Document mitigation steps. Unreasonably abandoned opportunities cap recoverable losses.

Drafting Checklist for Settlement Agreements

To prevent Zaloumis-style failures, ensure agreements include:

✅ Payment Precision: Dates, methods, penalties for delay.
✅ Release Carve-Outs: Exclude future claims unrelated to settled disputes.
✅ Integration Clause: Bars reliance on pre-contractual discussions.
✅ Governing Law/Jurisdiction: Avoids enforcement battles.
✅ Consequence Clauses: e.g., “Parties agree delayed payment may cause [specific losses].”

Conclusion

Zaloumis v Steele is a cautionary tale: Mediation success hinges on translating oral compromises into litigation-proof contracts. Parties must:

Disclose material risks during mediation;
Draft with breach scenarios in mind; and
Quantify claims robustly.

Settlement agreements resolving family disputes carry unique risks – emotions can overshadow commercial precision. This case reminds us that even post-mediation, courts will enforce only what is written, not what is intended.

Legal Practice Takeaway:

“A settlement agreement is not the end of risk, but the start of a new contractual relationship. Draft like it will be tested in court – because it might be.”

(Source: Zaloumis v Steele [2025] EWHC 1858 (KB), Martin Spencer J).

Lessons from Zaloumis v Steele: Safeguarding Settlement Agreements in Mediation