Ntzegkoutanis v Kimionis & Ors [2022] EWHC 3178 (Ch) (21 December 2022)

Ntzegkoutanis v Kimionis & Ors [2022] EWHC 3178 (Ch) (21 December 2022)

The court held that the claims for compensation and constructive trust in respect of alleged misappropriation of company assets by the First Respondent are, in substance, claims that should be brought by way of a derivative claim rather than as part of an unfair prejudice petition. The relief sought is not exceptional and does not justify circumventing the statutory regime for derivative claims under the Companies Act 2006. Accordingly, the two sub-paragraphs of the petition are struck out as against the First Respondent.

Citation
[2022] EWHC 3178 (Ch)
Parties
Petitioner: Giannis Ntzegkoutanis; First Respondent: Georgios Kimionis; Second Respondent: Coinomi Limited; Third Respondent: Coinomi Holdings Limited (Cyprus); Fourth Respondent: Coinomi Limited (BVI)
Jurisdiction
England and Wales
Judgment Date
21 December 2022
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 Ss.994 996 / Application by First Respondent to Strike Out or for Reverse Summary Judgment on Two Sub Paragraphs of the Petition
Outcome
Application granted in part; the two sub-paragraphs (compensation and constructive trust claims) are struck out as against the First Respondent.
Legal Topics
Unfair Prejudice, Derivative Claims, Director's Duties, Constructive Trust, Misappropriation of Company Assets
Company Law Insolvency Law Unfair Prejudice Derivative Claims Director's Duties Constructive Trust Misappropriation of Company Assets

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Parties

Giannis Ntzegkoutanis

Petitioner

Georgios Kimionis

First Respondent

Coinomi Limited

Second Respondent

Coinomi Holdings Limited (Cyprus)

Third Respondent

Coinomi Limited (BVI)

Fourth Respondent

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 Ss.994 996 / Application by First Respondent to Strike Out or for Reverse Summary Judgment on Two Sub Paragraphs of the Petition

Legal Issues

  1. 1 Whether the petitioner can pursue claims for compensation and constructive trust for alleged misappropriation of company assets via an unfair prejudice petition rather than a derivative claim
  2. 2 Whether the relief sought is an abuse of process circumventing the statutory regime for derivative claims under the Companies Act 2006

Ratio Decidendi

The court held that the claims for compensation and constructive trust in respect of alleged misappropriation of company assets by the First Respondent are, in substance, claims that should be brought by way of a derivative claim rather than as part of an unfair prejudice petition. The relief sought is not exceptional and does not justify circumventing the statutory regime for derivative claims under the Companies Act 2006. Accordingly, the two sub-paragraphs of the petition are struck out as against the First Respondent.

Court Disposition

Application granted in part; the two sub-paragraphs (compensation and constructive trust claims) are struck out as against the First Respondent.

Orders

  • Paragraphs 32.2 and 32.3 of the petition are struck out as against the First Respondent.
  • No order is made as to Cyprus and BVI, pending further consideration by counsel.