Chambi v Aristodemou & Anor (Re Guest Supplies Intl Ltd - Companies Act 2006) [2024] EWHC 1610 (Ch) (04 July 2024)

Chambi v Aristodemou & Anor (Re Guest Supplies Intl Ltd - Companies Act 2006) [2024] EWHC 1610 (Ch) (04 July 2024)

There was a specifically-enforceable agreement in September/October 2011 that Mr Chambi would become a 50% shareholder and director in the Company, and subsequent conduct, filings, and share certificates confirmed this. The purported 2013 allotment of shares was invalid, but the transfer of two shares from Mr Aristodemou to Mr Chambi was effective. Mr Chambi is entitled to rectification of the register to show him as holder of two shares and thus has standing to petition under s.994 Companies Act 2006. There is no bar by laches or s.128, and estoppel/acquiescence analysis is redundant given the finding of agreement.

Citation
[2024] EWHC 1610 (Ch)
Parties
Petitioner: Mr Yiannakis Chambi (also known as John Chambi); First Respondent: Mr Aristos Aristodemou (also known as Ari Aristodemou); Second Respondent: Guest Supplies Intl Limited
Jurisdiction
England and Wales
Judgment Date
04 July 2024
Procedural Posture
Section 994 Companies Act 2006 Petition / Trial of Preliminary Issue Regarding Shareholding and Membership
Outcome
Petitioner's claim on the preliminary issue succeeds; Petitioner is entitled to rectification of the register to show him as holder of two shares and has standing under s.994 Companies Act 2006.
Legal Topics
Shareholding Disputes, Rectification of Register of Members, Standing Under S.994 Companies Act 2006, Allotment and Transfer of Shares, Estoppel and Acquiescence, Laches
Company Law Equity Shareholding Disputes Rectification of Register of Members Standing Under S.994 Companies Act 2006 Allotment and Transfer of Shares Estoppel and Acquiescence Laches

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Parties

Mr Yiannakis Chambi (also known as John Chambi)

Petitioner

Mr Aristos Aristodemou (also known as Ari Aristodemou)

First Respondent

Guest Supplies Intl Limited

Second Respondent

Procedural Posture

Section 994 Companies Act 2006 Petition / Trial of Preliminary Issue Regarding Shareholding and Membership

Legal Issues

  1. 1 Whether the Petitioner is a member or transferee of shares in the Company and the extent of his shareholding
  2. 2 Whether the Respondents are estopped or barred through acquiescence from denying the Petitioner's shareholding
  3. 3 Whether the register of members should be rectified and if so, retrospectively

Ratio Decidendi

There was a specifically-enforceable agreement in September/October 2011 that Mr Chambi would become a 50% shareholder and director in the Company, and subsequent conduct, filings, and share certificates confirmed this. The purported 2013 allotment of shares was invalid, but the transfer of two shares from Mr Aristodemou to Mr Chambi was effective. Mr Chambi is entitled to rectification of the register to show him as holder of two shares and thus has standing to petition under s.994 Companies Act 2006. There is no bar by laches or s.128, and estoppel/acquiescence analysis is redundant given the finding of agreement.

Court Disposition

Petitioner's claim on the preliminary issue succeeds; Petitioner is entitled to rectification of the register to show him as holder of two shares and has standing under s.994 Companies Act 2006.

Orders

  • Register of members to be rectified to show Mr Chambi as holder of two shares in Guest Supplies Intl Limited.
  • Declaration that Mr Chambi has standing to pursue the s.994 petition.