John Simpson v Michael Agapios Diamandis & Ors

John Simpson v Michael Agapios Diamandis & Ors

The transfer of TCGL was at a substantial undervalue, orchestrated by Mr Diamandis with the collusion of Mr Woollett, and deliberately excluded Mr Simpson, causing him unfair prejudice as a quasi-partner and shareholder. The conduct breached fiduciary and statutory duties. A buy-out order at the value of TCGL as at 12 November 2021 (£2.9 million) is the appropriate remedy, with Mr Diamandis primarily liable and Mr Woollett secondarily liable. No minority discount applies.

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
13 November 2024
Procedural Posture
Petition for Relief From Unfair Prejudice Under Companies Act 2006 Section 994 / Final Judgment After Trial
Outcome
Petition allowed. Buy-out order granted.
Legal Topics
Unfair Prejudice, Director's Duties, Quasi Partnership, Valuation of Shares, Remedies Against Non Members
Company Law Equity Unfair Prejudice Director's Duties Quasi Partnership Valuation of Shares Remedies Against Non Members

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

Petition for Relief From Unfair Prejudice Under Companies Act 2006 Section 994 / Final Judgment After Trial

Legal Issues

  1. 1 Was the transfer of TCGL at an undervalue?
  2. 2 Did the conduct amount to unfair prejudice under section 994?
  3. 3 Should a buy-out order be made against Mr Diamandis and/or Mr Woollett?

Ratio Decidendi

The transfer of TCGL was at a substantial undervalue, orchestrated by Mr Diamandis with the collusion of Mr Woollett, and deliberately excluded Mr Simpson, causing him unfair prejudice as a quasi-partner and shareholder. The conduct breached fiduciary and statutory duties. A buy-out order at the value of TCGL as at 12 November 2021 (£2.9 million) is the appropriate remedy, with Mr Diamandis primarily liable and Mr Woollett secondarily liable. No minority discount applies.

Court Disposition

Petition allowed. Buy-out order granted.

Orders

  • Mr Diamandis to buy out Mr Simpson’s shares in AJHL at a value based on TCGL being worth £2.9 million as at 12 November 2021, subject to dilution for inward investment.
  • Mr Woollett is secondarily liable for the buy-out order.