Yiannakis Chambi (also known as John Chambi) v Aristos Aristodemou (also known as Ari Aristodemou) & Anor

Yiannakis Chambi (also known as John Chambi) v Aristos Aristodemou (also known as Ari Aristodemou) & Anor

Mr Aristodemou transferred two shares to Mr Chambi on 14 November 2013 pursuant to an earlier agreement; the 2013 allotment of two further shares was invalid; the register should be rectified to reflect Mr Chambi's shareholding; neither laches nor unclean hands bar relief; Mr Chambi has locus to pursue the petition.

Parties
Petitioner: Mr Yiannakis Chambi; First Respondent: Mr Aristos Aristodemou; Second Respondent: Guest Supplies Intl Limited
Jurisdiction
England and Wales
Judgment Date
07 April 2024
Procedural Posture
Company Law Petition / Judgment on Preliminary Issue
Outcome
Petitioner entitled to have his name entered in the register as holder of two shares; register to be rectified; locus established.
Legal Topics
Shareholding, Register of Members, Share Transfer, Allotment of Shares, Rectification of Register, Locus Standi, Laches, Unclean Hands
Company Law Equity Shareholding Register of Members Share Transfer Allotment of Shares Rectification of Register Locus Standi +2 more

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Parties

Mr Yiannakis Chambi

Petitioner

Mr Aristos Aristodemou

First Respondent

Guest Supplies Intl Limited

Second Respondent

Procedural Posture

Company Law Petition / Judgment on Preliminary Issue

Legal Issues

  1. 1 Whether the petitioner is a member or transferee of shares in the company and the extent of his shareholding
  2. 2 Whether respondents are estopped or barred from denying petitioner's shareholder status
  3. 3 Whether the register of members should be rectified and if so, retrospectively

Ratio Decidendi

Mr Aristodemou transferred two shares to Mr Chambi on 14 November 2013 pursuant to an earlier agreement; the 2013 allotment of two further shares was invalid; the register should be rectified to reflect Mr Chambi's shareholding; neither laches nor unclean hands bar relief; Mr Chambi has locus to pursue the petition.

Court Disposition

Petitioner entitled to have his name entered in the register as holder of two shares; register to be rectified; locus established.

Orders

  • Register of members to be reconstituted to show original shareholders and subsequent transfers as found.
  • Neither laches nor unclean hands bar relief.