Simpson v Michael Agapios Diamandis & Ors [2024] EWHC 850 (Ch) (15 April 2024)

Simpson v Michael Agapios Diamandis & Ors [2024] EWHC 850 (Ch) (15 April 2024)

The transfer of TCGL from AJHL to THL was at a gross undervalue, and the process was orchestrated to exclude Mr Simpson, depriving him of the value and influence attached to his shareholding in AJHL. This conduct was both prejudicial and unfair within the meaning of s.994 Companies Act 2006, particularly given the quasi-partnership relationship. A buy-out order is the appropriate remedy, with Mr Diamandis bearing primary liability and Mr Woollett secondary liability. The correct valuation date is the date of the transfer.

Citation
[2024] EWHC 850 (Ch)
Parties
Petitioner: Mr John Simpson; First Respondent: Mr Michael Agapios Diamandis; Second Respondent: Ms Lorna Leonard; Third Respondent: Mr Andrew Charles Woollett; Fourth Respondent: Mr Robert John Whitlock; Fifth Respondent: Mr Lyndon Whitlock; Sixth Respondent: Artemas Joseph Holdings Limited; Seventh Respondent: Tilon CG Limited; Eighth Respondent: Tilon (Holdings) Limited
Jurisdiction
England and Wales
Judgment Date
15 April 2024
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 S.994 / Final Judgment After Trial
Outcome
Petition allowed. Buy-out order granted.
Legal Topics
Unfair Prejudice, Quasi Partnership, Director's Duties, Shareholder Remedies, Valuation of Shares, Minority Shareholder Rights
Company Law Equity Unfair Prejudice Quasi Partnership Director's Duties Shareholder Remedies Valuation of Shares Minority Shareholder Rights

Case Brief

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Parties

Mr John Simpson

Petitioner

Mr Michael Agapios Diamandis

First Respondent

Ms Lorna Leonard

Second Respondent

Mr Andrew Charles Woollett

Third Respondent

Mr Robert John Whitlock

Fourth Respondent

Mr Lyndon Whitlock

Fifth Respondent

Artemas Joseph Holdings Limited

Sixth Respondent

Tilon CG Limited

Seventh Respondent

Tilon (Holdings) Limited

Eighth Respondent

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 S.994 / Final Judgment After Trial

Legal Issues

  1. 1 Whether the transfer of TCGL was at a gross undervalue
  2. 2 Whether the conduct amounted to unfair prejudice under s.994 Companies Act 2006
  3. 3 Whether a buy-out order should be made and against whom

Ratio Decidendi

The transfer of TCGL from AJHL to THL was at a gross undervalue, and the process was orchestrated to exclude Mr Simpson, depriving him of the value and influence attached to his shareholding in AJHL. This conduct was both prejudicial and unfair within the meaning of s.994 Companies Act 2006, particularly given the quasi-partnership relationship. A buy-out order is the appropriate remedy, with Mr Diamandis bearing primary liability and Mr Woollett secondary liability. The correct valuation date is the date of the transfer.

Court Disposition

Petition allowed. Buy-out order granted.

Orders

  • Mr Diamandis to purchase Mr Simpson's shares in AJHL at fair value as at the date of the transfer of TCGL to THL.
  • Mr Woollett to be secondarily liable for the buy-out amount if Mr Diamandis fails to pay.