Titanium Capital Investments Ltd & Anor v Hughes & Ors [2025] EWHC 682 (Ch) (20 March 2025)

Titanium Capital Investments Ltd & Anor v Hughes & Ors [2025] EWHC 682 (Ch) (20 March 2025)

The court found that the business operated as a partnership between Philip Manduca and Jonathan Hughes, with profits and losses to be shared equally. The partnership was dissolved by Jonathan Hughes' email of 27 June 2021. The defendants' continuation of the business and conclusion of the Danish Deal constituted a use of partnership assets and opportunities, requiring an account of profits to the partnership. The claimants' allegations of breach of the Shareholders' Agreement and certain conspiracy claims were not upheld at this stage. The court also found that both sides had engaged in conduct falling short of full candour, but the core findings turned on the documentary record and the...

Citation
[2025] EWHC 682 (Ch)
Parties
Claimant: Titanium Capital Investments Limited; Claimant: Philip Falzon Sant Manduca; Defendant: Jonathan Hughes; Defendant: Hughes Group Limited; Defendant: Medical Supplies Direct Limited; Defendant: Lyn Hughes (nee Blyth); Defendant: Berkeley Health Limited; Third Party: Orarin Falzon Sant Manduca; Fourth Party: Frederick Falzon Sant Manduca; Fifth Party: Newfoundland Diagnostics Limited; Sixth Party: Michael Hodnett; Seventh Party: Neuroced Limited
Jurisdiction
England and Wales
Judgment Date
20 March 2025
Procedural Posture
Commercial/partnership Dispute / First Trial on Liability and Core Issues; Further Trial(s) to Follow on Consequential Matters
Outcome
Partially in favour of the claimants; account of profits ordered; some claims dismissed or deferred to further trial.
Legal Topics
Partnership Dissolution, Breach of Fiduciary Duty, Account of Profits, Breach of Contract, Unlawful Means Conspiracy, Disclosure Obligations, Goodwill and Business Assets
Commercial Law Partnership Law Equity and Trusts Partnership Dissolution Breach of Fiduciary Duty Account of Profits Breach of Contract Unlawful Means Conspiracy +2 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 4 Party arguments 2 Amounts and remedies 5
Sign in to unlock

Parties

Titanium Capital Investments Limited

Claimant

Philip Falzon Sant Manduca

Claimant

Jonathan Hughes

Defendant

Hughes Group Limited

Defendant

Medical Supplies Direct Limited

Defendant

Lyn Hughes (nee Blyth)

Defendant

Berkeley Health Limited

Defendant

Orarin Falzon Sant Manduca

Third Party

Frederick Falzon Sant Manduca

Fourth Party

Newfoundland Diagnostics Limited

Fifth Party

Michael Hodnett

Sixth Party

Neuroced Limited

Seventh Party

Procedural Posture

Commercial/partnership Dispute / First Trial on Liability and Core Issues; Further Trial(s) to Follow on Consequential Matters

Legal Issues

  1. 1 Whether the defendants wrongfully appropriated the partnership business and assets after dissolution
  2. 2 Whether the claimants breached fiduciary duties by diverting business opportunities
  3. 3 Whether there was a breach of the Shareholders' Agreement

Ratio Decidendi

The court found that the business operated as a partnership between Philip Manduca and Jonathan Hughes, with profits and losses to be shared equally. The partnership was dissolved by Jonathan Hughes' email of 27 June 2021. The defendants' continuation of the business and conclusion of the Danish Deal constituted a use of partnership assets and opportunities, requiring an account of profits to the partnership. The claimants' allegations of breach of the Shareholders' Agreement and certain conspiracy claims were not upheld at this stage. The court also found that both sides had engaged in conduct falling short of full candour, but the core findings turned on the documentary record and the...

Court Disposition

Partially in favour of the claimants; account of profits ordered; some claims dismissed or deferred to further trial.

Orders

  • Defendants to account for profits made from the continuation of the partnership business after dissolution, including the Danish Deal.
  • Further directions for quantification of profits and consequential matters to be determined at a subsequent trial.