Potamianos v Prescott & Anor

Potamianos v Prescott & Anor

The balancing payment is to be calculated from May 2016 to the Valuation Date (28 September 2018), deducting payments made to Sameaim for Dr Fells' services, resulting in £359,314.67 payable to BDL. Quasi-interest at 3% from the Valuation Date is awarded on this sum. The value of Dr Potamianos' 40% shareholding in SRL is to be determined based on maintainable EBITDA, agreed surplus cash (£450,000), and replacement staff costs (£37,000 for software engineer plus £45,000 for hardware engineer per year), with no adjustment for alleged defects or business issues due to lack of substantiated evidence. Quasi-interest on the share price is deferred pending final determination of consequential...

Parties
Petitioner: Aristides George Potamianos; First Respondent: Edwin John Prescott; Second Respondent: Sprintroom Limited
Jurisdiction
England and Wales
Judgment Date
18 December 2020
Procedural Posture
Petition for Unfair Prejudice Under Companies Act 2006 / Quantum Trial Following Liability Judgment and Appeal
Outcome
Balancing payment of £359,314.67 ordered to BDL with quasi-interest at 3% from Valuation Date; share valuation methodology and adjustments determined; quasi-interest on share price deferred; no adjustment for alleged defects or business issues.
Legal Topics
Unfair Prejudice, Share Valuation, Balancing Payment, Interest/quasi Interest, Director Duties, Expert Evidence
Company Law Shareholder Disputes Contract Law Unfair Prejudice Share Valuation Balancing Payment Interest/quasi Interest Director Duties +1 more

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Parties

Aristides George Potamianos

Petitioner

Edwin John Prescott

First Respondent

Sprintroom Limited

Second Respondent

Procedural Posture

Petition for Unfair Prejudice Under Companies Act 2006 / Quantum Trial Following Liability Judgment and Appeal

Legal Issues

  1. 1 Calculation of balancing payment due to BDL
  2. 2 Valuation of Dr Potamianos' 40% shareholding in SRL
  3. 3 Entitlement to interest or quasi-interest on balancing payment and share price

Ratio Decidendi

The balancing payment is to be calculated from May 2016 to the Valuation Date (28 September 2018), deducting payments made to Sameaim for Dr Fells' services, resulting in £359,314.67 payable to BDL. Quasi-interest at 3% from the Valuation Date is awarded on this sum. The value of Dr Potamianos' 40% shareholding in SRL is to be determined based on maintainable EBITDA, agreed surplus cash (£450,000), and replacement staff costs (£37,000 for software engineer plus £45,000 for hardware engineer per year), with no adjustment for alleged defects or business issues due to lack of substantiated evidence. Quasi-interest on the share price is deferred pending final determination of consequential...

Court Disposition

Balancing payment of £359,314.67 ordered to BDL with quasi-interest at 3% from Valuation Date; share valuation methodology and adjustments determined; quasi-interest on share price deferred; no adjustment for alleged defects or business issues.

Orders

  • BDL to be paid £359,314.67 as balancing payment by SEL/Sameaim.
  • Quasi-interest at 3% from 28 September 2018 to be paid on balancing payment.