Titanium Capital Investments Limited & Anor v Jonathan Hughes & Ors
| Court | Chancery Division |
| Judge | Mr Justice Richards |
| Neutral Citation | [2025] EWHC 682 (Ch) |
| Date | 20 March 2025 |
| Year | 2025 |
| Counsel | Alan Gourgey Kc,Edward Crossley,Lexa Hilliard Kc,Kate Rogers |
Neutral Citation Number: [2025] EWHC 682 (Ch)
Case No: BL-2021-002265
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
COMPANIES COURT
Rolls Building
Fetter Lane,
London, EC4A 1NL
Date: 20 March 2025
Before :
MR JUSTICE RICHARDS
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Between :
(1) TITANIUM CAPITAL INVESTMENTS
LIMITED
(2) PHILIP FALZON SANT MANDUCA
Claimants
- and –
(1) JONATHAN HUGHES
(2) HUGHES GROUP LIMITED
(3) MEDICAL SUPPLIES DIRECT LIMITED
(4) LYN HUGHES (NEE BLYTH)
(5) BERKELEY HEALTH LIMITED
ORARIN FALZON SANT MANDUCA
FREDERICK FALZON SANT MANDUCA
NEWFOUNDLAND DIAGNOSTICS LIMITED
MICHAEL HODNETT
NEUROCED LIMITED
Defendants
Third party
Fourth Party
Fifth Party
Sixth Party
Seventh party
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Alan Gourgey KC and Edward Crossley (instructed by Greenwoods Legal LLP) for the
Claimants
Lexa Hilliard KC and Kate Rogers (instructed by Gardner Leader LLP) for the Defendants
Hearing dates: 26 Nov 24 – 18 Dec 24
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Approved Judgment
This judgment was handed down remotely at 10.30am on 20 March 2025 by circulation to the
parties or their representatives by e-mail and by release to the National Archives.
.............................
Approved Judgment
Titanium Capital Investments v Hughes and Ors
Mr Justice Richards :
1. The claims which I consider in this judgment all relate to the business of a partnership
(the Partnership) that traded as “Hughes Healthcare” that was formed in or around
September 2020 between Philip Manduca (PM) and Jonathan Hughes (JH). The
Partnership’s business involved the sale of lateral flow tests (LFTs) during the COVID-
19 pandemic. To that end, the Partnership imported into the UK LFTs that were
manufactured in China by a company Acon (which expression includes other members
of the Acon group unless I specify otherwise) and sold those tests predominantly in the
UK. JH and PM agreed that the Partnership would, in some sense, be operated as a
“division” of Hughes Group Limited (HGL) that JH owned together with Lyn Blyth
who is now his wife. Even though she now uses the name Lyn Hughes, I will still refer
to her for the purposes of this judgment as LB, without intending any disrespect, simply
because her name on all the contemporaneous documents appears as Lyn Blyth.
2. Although PM and JH were the only partners in the Partnership, others worked hard to
develop its business, including LB, PM’s wife, Orarin Manduca (OM), his son from a
previous marriage, Frederick Manduca (FM) and FM’s friend, Michael Hodnett ( MH).
There is a dispute as to the precise role that FM and MH played, but they were at the
very least initially instrumental in making sales of LFTs on the Partnership’s behalf. In
late December 2020, FM and MH incorporated a company ( Newfoundland) and
Newfoundland became a distributor of Hughes Healthcare LFTs selling those tests as
principal.
3. Newfoundland enjoyed considerable financial success. Strains in the relationship
between PM and JH developed. An attempt to rescue the deteriorating relationship by
the execution of a “shareholders’ agreement” (the SHA) dated 27 April 2021 proved
unsuccessful. On 27 June 2021, JH sent an email (the Dissolution Email) to PM
dissolving the Partnership.
4. I will tend to use the expression “Claimants” to include the Claimants and the Third to
Seventh Parties and “Defendants” to refer to JH and LB, recognising that these
proceedings involve litigants in two “camps”: the Manducas, MH and affiliated
companies on one hand and JH, LB and their companies on the other. The Appendix to
this judgment summarises the large number of claims that are in issue. By way of high-
level overview, those claims arise out of the following grievances that are alleged:
i) PM alleges that, following termination of the Partnership, JH, LB and entities that
they control continued seamlessly to operate the Partnership’s business for their
benefit. In doing so, they were able to conclude a lucrative deal for the sale of
LFTs to the Danish government (the Danish Deal). PM seeks remedies such as
an account of profits so made including, but not limited to, the profits of the
Danish Deal.
ii) PM was not party to the SHA. Rather, the party to the SHA in the Manducas’
camp was Titanium Capital Investments Limited (Titanium). Titanium asserts
that JH is in breach of his obligations under the SHA.
iii) JH alleges that during the life of the Partnership, PM, assisted by others, diverted
sales leads so that others (particularly Newfoundland) could benefit from them at
the expense of the Partnership. He also asserts that PM had a “secret share” in
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