Potamianos v Prescott & Anor [2020] EWHC 3465 (Ch) (18 December 2020)

Potamianos v Prescott & Anor [2020] EWHC 3465 (Ch) (18 December 2020)

The balancing payment is to be calculated from May 2016 to the valuation date, with Dr Fells' invoice included as paid from pre-valuation date receipts. The shareholding is valued as at the valuation date based on agreed asset and earnings methodologies. Quasi-interest at 3% is awarded on the balancing payment from the valuation date to judgment, as fair compensation for delay.

Citation
[2020] EWHC 3465 (Ch)
Parties
Petitioner: Aristides George Potamianos; First Respondent: Edwin John Prescott; Second Respondent: Sprintroom Limited
Jurisdiction
England and Wales
Judgment Date
18 December 2020
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 / Quantum Trial Following Liability Judgment and Appeal
Outcome
Balancing payment and share buy-out ordered with interest.
Legal Topics
Unfair Prejudice, Share Valuation, Minority Shareholder Rights, Buy Out Order, Interest on Judgment Debts
Company Law Equity Unfair Prejudice Share Valuation Minority Shareholder Rights Buy Out Order Interest on Judgment Debts

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Parties

Aristides George Potamianos

Petitioner

Edwin John Prescott

First Respondent

Sprintroom Limited

Second Respondent

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 / Quantum Trial Following Liability Judgment and Appeal

Legal Issues

  1. 1 Calculation of balancing payment between shareholders' service companies
  2. 2 Valuation of minority shareholding for buy-out under s.996 Companies Act 2006
  3. 3 Entitlement to and rate of quasi-interest on balancing payment

Ratio Decidendi

The balancing payment is to be calculated from May 2016 to the valuation date, with Dr Fells' invoice included as paid from pre-valuation date receipts. The shareholding is valued as at the valuation date based on agreed asset and earnings methodologies. Quasi-interest at 3% is awarded on the balancing payment from the valuation date to judgment, as fair compensation for delay.

Court Disposition

Balancing payment and share buy-out ordered with interest.

Orders

  • Mr Prescott/SRL to pay Dr Potamianos/BDL a balancing payment of £359,314.67.
  • Quasi-interest at 3% per annum on the balancing payment from 28 September 2018 until payment.