By NEIL HARTNELL

Tribune Business Editor

nhartnell@tribunemedia.net

A Bahamian realtor’s bid to be paid a 4 percent commission on the $57m sale of a prominent Lyford Cay property has been dismissed by the Supreme Court.

Diane Holowesko, former Town Planning Committee chair under the Minnis administration, had sought a court declaration and Order that she was entitled to be paid a $2.28m commission plus VAT for arranging the April 2022 sale of the nine-bedroom, 11-bathroom Harbour House that covers two acres at Lyford Cay’s marina entrance.

However, senior justice Deborah Fraser, in a June 5, 2025, verdict rejected Mrs Holowesko’s claim and ruled in favour of the purchaser, Fabio Mantegazza, a Swiss businessman described in media reports as being “fabulously wealthy”. His father, Sergio, is said to have founded and launched the Cosmos Holidays travel firm, and at one point also owned Monarch Airlines.

The judge, while acknowledging that Mrs Holowesko may have been placed in “an unfortunate position”, found the latter was not due the 4 percent commission because she was unable to meet the agreed contractual stipulation that she close Harbour House’s $57m purchase by Mr Mantegazza no later than 10pm on the same day she was formally engaged.

However, the very next day, the corporate entities acting as directors for the trustee overseeing Mr Mantegazza’s Bohemian Trust negotiated a new $58m deal for Harbour House with George Damianos, the Bahamas Sotheby’s International Realty president and managing broker, who was representing the seller in the deal. One director was headed by Katie Booth, the Bahamas chief for the Oak Group.

While Mrs Holowesko was cut out of what is likely one of The Bahamas’ highest-value private residential sales (excluding private islands), senior justice Fraser found assertions “she was the effective cause of the sale [are] weakened” by several factors including the fact the promotional material for the property came from Bahamas Sotheby’s International Realty’s website.

And the judge, rejecting Mrs Holowesko’s vehement denials, also found she had “a conflict of interest” because she was representing another potential Harbour House buyer besides Mr Mantegazza even though this had been disclosed to the Swiss businessman and his representatives.

Mrs Holowesko, in a statement to Tribune Business yesterday, said: “I respect the court’s decision, but I strongly disagree with the outcome. The judge found that there was a limited agency agreement that expired at 10pm on the day in question. I had never agreed to a 10pm deadline.

“My clients provided me with an offer late that afternoon to negotiate with the seller, and they then sent an e-mail that evening stating that I was required to have the deal accepted by 10pm that night - a condition I never agreed to. The Bahamas Real Estate Association rules and code of ethics require me to negotiate through the seller’s agent, and he could not be reached that evening despite my repeated attempts to contact him.”

She added: “The court has ruled that the defendants were entitled to bypass me the very next morning and make a deal that same morning directly with the seller’s agent for $1m more than the offer they had asked me to present just hours earlier.

“This case involves a nuanced and complex interpretation of limited agency law and contractual obligations. I believe important issues remain unresolved, and I look forward to having them fully reviewed and clarified on appeal.”

The Bahamian realtor, in her December 16, 2022, claim for breach of contract over the refusal by Mr Mantegazza and the trustee, Bohemian PTC, to pay the 4 percent commission, alleged that her work resulted in the Harbour House deal.

The Swiss businessman, and the trustee for his trust, countered that Mrs Holowesko was “engaged in a very limited capacity to secure a sale for Harbour House, at a specific price, by a fixed time and on a fixed date”.

“The claimant [Mrs Holowesko] failed to fulfill the agreed terms of her engagement, and the agreement was ended as a result,” they alleged. “It was a condition precedent for payment of the commission to the claimant that the claimant would secure the sale of Harbour House to the first defendant on April 8, 2022, at a purchase price of $57m.

“The claimant, however, failed to secure the sale and purchase of Harbour House by the first defendant on the agreed terms and within the agreed time limit. In the premises, the events entitling the claimant to a commission, in accordance with the terms of the limited agent agreement, did not arise. Any commission agreed to be paid to the claimant was a performance-based commission only.”

Mr Mantegazza was said to have been alerted to Harbour House by a personal friend, Luc van Hoof, in March 2022, who recommended that he view it. He was then contacted by Mrs Holowesko on April 4, 2022, via an e-mail suggesting he see the house and the “adjacent beachfront property”.

The Swiss businessman toured Harbour House with Mr Damianos, acting as the seller’s agent, the following day and expressed an interest in purchasing it. That same day, April 5, 2022, Mrs Holowesko sent Mr Mantegazza a ‘Letter of Intent’ detailing the costs including her 6 percent realtor’s commission.

Ms Booth, who headed Amber Trust prior to its April 2025 acquisition, whereupon it became the Oak Group’s Bahamas operation and she its most senior local executive, replied in her capacity as director of Peridot Services Ltd, one of the corporate directors for the trustee overseeing Mr Mantegazza’s Bohemian Trust.

She disclosed on April 8, 2022, that the trustees had agreed to a lower, 4 percent, commission that was “contingent” on Mrs Holowesko securing the $57m deal that very same day. This did not happen and, the following day, Ian Black, another principal of the trustee’s corporate directors, negotiated a new $58m deal for Harbour House with Mr Damianos. A ‘Letter of Intent’ was signed on April 11, 2022.

Mrs Holowesko, in her witness statement, asserted that she found Harbour House was for sale at $42.5m while researching Bahamian real estate websites. She asked Luc van Hoof to identify potential buyers, and he came up with Mr Mantegazza.

Mr Damianos, meanwhile, informed her that the adjacent beachfront property was available for $16m, making the total Harbour House package worth $58.5m. She acknowledged reducing her commission to 4 percent in negotiations with Ms Booth, and that its payment hinged on her ability to close the purchase for $57m on that same date of April 8, 2022.

“On April 8, 2022, at 6.37pm she was copied on an e-mail from Ian Black to George Damianos, which conveyed that if the offer was not accepted by 10pm it would be withdrawn,” senior justice Fraser recalled of Mrs Holowesko’s evidence. “She was unable to secure the deal for Fabio before 10pm.

“On 10 April, 2022, George informed her that he had spoken to Ian Black and relayed the seller’s counter-offer of $58m. On 12 April, 2022, George confirmed a Letter of Intent was signed by both the buyer and seller. She was informed by Katie Booth that Fabio and the trustees had determined that she was not entitled to a commission because she had not closed the deal by 10pm on April 8 2022.”

Mr Mantegazza, in his evidence, said he had thought Mr Holowesko was the seller’s real estate agent. Mr Black, meanwhile, confirmed that the negotiations involving Mrs Holowesko “fell through” when the 10pm deadline was missed.

“He explained that on April 9, 2022, he was contacted by George Damianos informing him that the offer was put forward and was not accepted. He testified that during his conversation with George, they negotiated terms for a new agreement, and that Diane was not part of those discussions,” senior justice Fraser wrote. 

“Ian clarified that the new agreement with George depended on cancellation of the showing scheduled for April 9, 2022, so as to prevent a potential bidding war with another buyer. When questioned on why Diane was expected to cancel the property viewing before an offer was accepted, he stated that it was a part of the negotiations.”

Ms Booth, too, asserted that the trustees did not want to enter “a bidding war with Diane’s other clients”. Senior justice Fraser said of her evidence: “She stated that Diane had indicated that the vendors did not like to be pressured, and had mentioned that another buyer wanted to look at the property.

“She explained that the trustees felt their offer was not receiving priority and they engaged Diane on a limited basis making it clear the transaction needed to be closed on Friday. Katie stated that Diane had ample time to close the transaction before 10pm and that the offer was withdrawn at 10pm because they did not want to get into a bidding war. She stated that Diane showing the property to another client was viewed as a conflict of interest.”

Gail Lockhart-Charles KC, acting for Mrs Holowesko, argued that her client had played an “essential” role and that she was the “effective cause” of Harbour House’s sale before being excluded from the deal she organised. 

However, Chizelle Cargill, representing Mr Mantegazza and the defendants, rejected this and asserted that Mrs Holowesko breached her fiduciary duty and Article One of the MLS (Multiple Listing System) rules by representing more than one buyer. This was vehemently disputed by Mrs Lockhart-Charles.

Senior justice Fraser, in her verdict, found: “According to the terms of the agency agreement, the offer had to be accepted by 10pm on April 8, 2022, for commission to be paid. Since the offer was not accepted by the deadline, the claimant failed to satisfy the strict express condition precedent.

“Therefore, the claimant has no right or entitlement to commission. While this may put the claimant in an unfortunate position, the fundamental tenets of contract law requires strict adherence to agreed upon conditions particularly in commission agreements.”

As for the conflict of interest assertions, the judge said the Privy Council had ruled realtors must not place themselves in a position where their obligations to one client conflict with duties to another. “In this instant case, it is clear that the claimant was representing two buyers, although she had informed the defendants about an upcoming viewing by another potential buyer,” senior justice Fraser added.

“The court has to determine whether by her action she had prioritised her own interest over that of the defendants. During cross-examination, the claimant refused to accept that representing two principals with competing interests could create a conflict.

“I agree with the defendants’ submission on this issue and conclude that the claimant’s representation of two principals with competing interests amounts to a conflict of interest.”

Mrs Lockhart-Charles, Mrs Holowesko’s attorney, told Tribune Business: “The court found that a valid contract existed between our client and the purchaser, Fabio Mantegazza, yet ruled that our client was not entitled to a commission despite the purchaser ultimately acquiring the very property she introduced and facilitated negotiations for.

“This case involves not merely a factual dispute but a matter of legal principle with far-reaching implications for real estate and other professionals. The judgment calls into question how agency relationships are formed and construed, the enforceability of performance-based agreements, and the protections afforded to agents who act in good faith. We believe these issues merit appellate review, and we are actively considering an appeal.”