St Julian’s land dispute over hotel site moves toward ruling

A prolonged legal dispute concerning a parcel of land in St Julian’s—now forming part of the Marriott Hotel & Spa’s lido—has returned to judicial scrutiny as the court prepares to continue hearings later this month. The case, which has been active for seven years, involves questions over a 2004 share transfer agreement, competing commercial expectations, and allegations of unfulfilled contractual obligations. The matter has gained renewed public interest due to the significance of the land involved, the complexity of the agreements, and the substantial financial implications linked to the outcome.

At the centre of the dispute is an arrangement concluded more than two decades ago between developer Charles Polidano and Winnor Ltd, a company that owned land adjacent to the former Le Meridien hotel, now the Marriott. While the site has since been transformed into the hotel’s lido and associated amenities, litigation initiated by one of Winnor’s former shareholders remains unresolved, with the court still hearing evidence and assessing claims raised by both sides.

The case is expected to continue on 27 November, a date that observers consider potentially decisive as the court nears the final stages of testimony.

Background to the 2004 agreement

In 2004, Winston Carbone, a shareholder of Winnor Ltd, entered into a contractual arrangement under which he transferred his 50% stake in the company to Charles Polidano. According to the terms agreed at the time, Carbone did not receive immediate compensation for the transfer. Instead, he accepted a deferred benefit: a commitment entitling him to one-third of the profits generated by a planned residential development on the land. These proposed works were expected to include a block of apartments with basement parking facilities.

The intention, according to contractual terms cited in court filings, was that the development would progress in the ordinary course of business and that Carbone’s profit-share would materialise upon the sale of the units. Such arrangements are not uncommon in property transactions, where shareholders or landowners may transfer ownership in exchange for future profit participation.

However, the envisioned development did not advance. A planning application submitted in 2006 was later withdrawn, and the required development brief—an essential document establishing parameters for development of that scale—was never completed.

Although terms of reference for the brief were issued in 2010, the project stalled. According to court documents, Carbone contacted the Planning Authority on multiple occasions seeking progress, yet no steps were taken to reactivate or finalize the brief. As a result, the development that was supposed to generate his profit share did not proceed.

Carbone argues that he effectively relinquished his stake at a reduced value on the basis of a future benefit that never materialised. This contention sits at the foundation of the ongoing court case.

Stalled plans and the emergence of new development proposals

For several years after 2010, the site remained in planning limbo. Notwithstanding the lack of development, the land’s strategic position—adjacent to a major hotel complex—made it of considerable commercial importance. According to documents presented in court, Carbone understood that steps toward fulfilling the development’s prerequisites would be taken at an appropriate time. He asserts that he relied on these expectations and that delays were outside his control.

Matters changed significantly in 2017, when Polidano submitted a new development application for the same parcel of land. The proposal, separate from the earlier residential plans, related to facilities that would eventually become part of the Marriott Hotel & Spa’s lido area. The revised proposal altered the nature of the land’s use and did not include the residential units contemplated in the 2004 agreement.

This shift prompted Carbone to take legal action, maintaining that the original agreement should remain enforceable regardless of whether the project was redesigned. His view, as stated in his sworn application filed in 2018, was that the site’s redevelopment should not occur in a manner that prevents fulfilment of the profit-share commitment.

He argued that the land should not have been incorporated into the hotel complex without addressing the earlier contractual obligations. His court filing stated:
“In the most malicious way possible, Polidano Group is attempting to develop this divided portion of land not in the way that it had previously agreed with the applicant… but is now attempting to incorporate it into Le Meridien hotel and therefore attempting to deny the applicant the payment that is owed to him.”

These remarks represent Carbone’s claims as made in formal court documents. Their accuracy remains subject to judicial examination, and no conclusions have been reached by the court.

Reactions from hotel management and other stakeholders

The legal action appears to have taken other stakeholders by surprise. Management connected to the hotel, as well as another shareholder associated with the former Le Meridien, understood that Polidano had acquired the entirety of the land in question. They have stated in court proceedings that they were unaware of any continuing entitlement belonging to Carbone or any agreement granting him profit participation rights.

This discrepancy in expectations has contributed to tensions between the parties involved. Individuals familiar with the situation have expressed concerns regarding the clarity of the agreements, the circumstances in which the site was subsequently used, and the impact of the dispute on commercial relationships connected to the hotel.

Although there is no allegation of wrongdoing against the hotel or its management, the emergence of the dispute has required them to reassess their understanding of the site’s history. The situation has also introduced uncertainty about the long-term rights originally attached to the land before it was integrated into the Marriott complex.

Polidano’s position and dispute of claims

Charles Polidano disputes the claims made against him. In court testimony, he has stated that he does not recall signing an agreement entitling Carbone to a profit share. His position challenges the interpretation and enforceability of the 2004 arrangement. The court is presently assessing documentation, statements, and cross-examinations to determine whether the agreement is legally binding, enforceable, or subject to any conditions that may affect its validity.

Legal disputes of this type often hinge on the specifics of contractual formation, the clarity of terms, and the conduct of the parties over time. Courts typically examine whether obligations were clearly articulated, whether parties acted in good faith, and whether any delays or changes in plans lawfully affected previously agreed conditions.

At present, no findings have been issued by the court, and no determination has been made regarding the correctness of either party’s claims.

Ongoing litigation and recent testimony

With the dispute now entering its seventh year before the courts, progress has been gradual. According to court filings, Carbone—now in his mid-80s—was cross-examined just last month, demonstrating that the evidentiary stage is still active. Both parties continue to present documentation and testimony as the court evaluates the matter.

The next hearing is scheduled for 27 November, and legal observers anticipate that the court may soon begin moving toward the stage where it can assess final submissions. Given the longevity of the case, its procedural history, and the amount of evidence produced, the upcoming hearings are expected to be significant.

Potential financial implications

Should the court find in Carbone’s favour, estimates presented in filings suggest that the value of the profit share could be considerable. Some calculations indicate that the amount could reach up to €18 million, depending on the valuation of the land and the hypothetical profits the original development might have generated. These figures are projections put forward within the litigation process and are not independently verified.

Such financial implications explain the determined position taken by both parties. For Carbone, the dispute concerns compensation he believes was contractually owed to him. For Polidano, the case involves contesting claims that he argues are either unfounded or no longer applicable. For the hotel’s stakeholders, the matter relates to ensuring clarity regarding the title and development history of the land on which part of the hotel’s facilities now stand.

A dispute nearing its final stages

Although the land has been fully redeveloped as part of the Marriott Hotel & Spa, the legal issues linked to the 2004 agreement remain unresolved. The case illustrates how long-standing contractual obligations can resurface years later, especially where commercial land values change significantly or where planned developments take different forms from those originally envisaged.

As the court prepares to resume hearings later this month, the dispute is approaching a crucial phase. While no ruling has yet been delivered, the proceedings appear to be moving toward a conclusion, with the court expected to weigh the contractual history, the credibility of testimonies, and the appropriate legal principles governing such agreements.

The final judgment, whenever delivered, will likely clarify whether the 2004 profit-share agreement remains enforceable and whether any compensation is due. Until then, the matter remains pending, and the parties continue to await the court’s decision.

Conclusion

The dispute over the St Julian’s site illustrates how long-term commercial arrangements can become legally complex when development plans change or stall. More than twenty years after the original agreement was signed, the court is now tasked with determining whether the 2004 profit-share arrangement remains enforceable and whether either party failed to meet their contractual expectations. With hearings approaching a critical phase, the case continues to underscore the importance of clear documentation, consistent communication, and transparent processes in property transactions. As the land has already been redeveloped as part of the Marriott Hotel & Spa, the court’s eventual ruling will play a crucial role in defining the rights and obligations that may still apply despite the passage of time. Until a final judgment is delivered, the matter remains unresolved, and both parties continue to await clarity on a dispute that has shaped their relationship for nearly two decades.

Frequently asked questions

What is the dispute about?
The dispute concerns whether a 2004 agreement entitles former shareholder Winston Carbone to a share of profits from a residential project that was never developed.

Why was the original project not built?
The planned development stalled because a 2006 application was withdrawn and a required development brief was never completed despite terms of reference being issued in 2010.

What triggered the court case?
Carbone initiated legal action in 2018 after a new application was filed in 2017 proposing a hotel lido instead of the residential project he believed was part of the original agreement.

What does Carbone claim?
He claims he transferred his shares at half their value in exchange for a future profit share and that this obligation should still be honoured.

What does Polidano argue?
Polidano disputes that he is responsible for any such obligation and has testified that he does not recall signing an agreement granting Carbone a profit entitlement.

Is the hotel implicated in the dispute?
No wrongdoing is alleged against the hotel. However, its management understood that the entire parcel of land had been acquired without outstanding entitlements.

What has the court done so far?
The court has heard extensive testimony, including recent cross-examination of Carbone, and continues to assess documentary and oral evidence.

How long has the case been ongoing?
The case has been active for seven years, though its origins date back to agreements signed in 2004.

What financial amount is being claimed?
Filings suggest the value of the alleged profit share could reach €18 million, although this figure is contested and subject to court evaluation.

When is the next hearing?
The next hearing is scheduled for 27 November, and the case is understood to be entering its later stages.