Yiannakis Chambi (also known as John Chambi) v Aristos Aristodemou (also known as Ari Aristodemou) & Anor
| Judge | Icc Judge Prentis |
| Neutral Citation | [2024] EWHC 1610 (Ch) |
| Year | 2024 |
| Court | Chancery Division |
| Counsel | Gabriel Buttimore,Karl Anderson |
| Date | 04 July 2024 |
Neutral Citation Number: [2024] EWHC 1610 (Ch)
Case No: CR-2022-003280
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
INSOLVENCY AND COMPANIES LIST (ChD)
RE: GUEST SUPPLIES INTL LIMITED (CRN.07136485)
AND RE: THE COMPANIES ACT 2006
Royal Courts of Justice
Rolls Building
Fetter Lane
London EC4A 1NL
Date: 04/07/2024
Before :
ICC JUDGE PRENTIS
- - - - - - - - - - - - - - - - - - - - -
Between :
MR YIANNAKIS CHAMBI (also known
as John Chambi)
Petitioner
- and -
1.MR ARISTOS ARISTODEMOU (also known
as Ari Aristodemou)
2. GUEST SUPPLIES INTL LIMITED
Respondents
- - - - - - - - - - - - - - - - - - - - -
Gabriel Buttimore (instructed by Hill Dickinson LLP) for the Petitioner
Karl Anderson (instructed byFahri LLP) for the First Respondent
Hearing dates: 16-19 April, 13 May 2024
----------------------------------------------
JUDGMENT
---------------------------
High Court Approved JudgmentRe Guest Supplies Intl Limited
ICC JUDGE PRENTIS:
Introduction
1.For some 5½ years John Chambi and Ari Aristodemou sat at desks opposite each
other running the business of Guest Supplies Intl Limited (the “Company”) for, as Mr
Chambi thought, their joint benefit. Given his personal financial struggles, he became
increasingly bemused by Mr Aristodemou’s much more luxurious lifestyle. So when
in March 2017 Mr Aristodemou treated his family to a £26,000 holiday to Florida,
Aruba and St Lucia, Mr Chambi went to the Enfield branch of HSBC and began his
investigations. On 27 December 2017, at the end of a party, he recorded secretly his
confronting Mr Aristodemou with accusations of embezzling £1.1m from the
Company. Promises to “sort things out” having been fruitless, Mr Chambi arranged a
further meeting with Mr Aristodemou for 14 August 2018, at The Salisbury Arms,
Winchmore Hill. Again recording secretly, he told Mr Aristodemou that his marriage
had broken down, and demanded £750,000. Since then they have been involved in a
multi-faceted dispute of unusual bitterness. It is as a result of Mr Chambi’s
disclosures that there is a current COP9 investigation into Mr Aristodemou.
2.On 26 September 2022 Mr Chambi presented a petition under section 994 Companies
Act2006 (the “Act”) (the “Petition”). MrAristodemou’sapplicationtostaythe
Petition in favour of the Company’s proceedings in the Central London County Court
under number H10CL319, to which Mr Chambi had been joined on 2 September 2021
(the “Central London Claim”), was dismissed by Deputy ICC Judge Passfield on 28
October 2022; and by order of HH Judge Monty KC in February 2023 the Central
London Claim is itself now stayed. On 6 March 2023 Mr Aristodemou applied within
the Petition to amend his points of defence dated 7 December 2022, and to withdraw
his admission that Mr Chambi was a “shareholder, member or a transferee of shares”
in the Company. At theCCMC on 7March2023 I grantedthewithdrawal and
amendment, and ordered a preliminary issue in the following terms:
“the extent (if any) of the Petitioner’s and the First Respondent’s shareholding in
the Company (the “Preliminary Issue”) which issue shall include:
Page 2
High Court Approved JudgmentRe Guest Supplies Intl Limited
a.Whether the Petitioner is a member of the Company and/ or a transferee of
shares in the Company and, if so, what is the extent of his shareholding and/
or what is the number of shares in respect of which he is a transferee.
b.Whether the Respondents are estopped or barred through acquiescence from
denying that the Petitioner is a shareholder and/ or member and/ or transferee
of shares in the Company and the nature, effect and extent thereof and any
remedy arising therefrom.
c.Whether the register of members should be rectified and/ or reconstituted and
if so whether this should be retrospective.
d.Whether the claim to rectify the register of members is barred by laches or by
s.128 of the Act.
e.Whether (in the circumstances) the Petitioner has locus under s.994 of the Act
to bring the Petition”.
3.This is the trial of the Preliminary Issue. Over its course the issues have narrowed in
two respects. First,as Mr Anderson anticipated in opening and as MrButtimore
accepted in closing, on the facts either there was an agreement or there was not, and
an analysis through estoppel and acquiescence is going to be redundant either way.
Secondly, as Mr Anderson conceded in opening, section 128 of the Act is not in its
terms going to bar relief by entry on the register, as indicated obiter by ICC Judge
Mullen in Re B&S Partnership Ltd [2023] EWHC 648 (Ch) at [23] (with whom I
agree).
Law
4.This has been put shortly, and is not now contentious.
5.By section 550 of the Act directors of a company may exercise a power to allot shares
in it; and it was for them to do so here.
6.By section 558 shares are “taken to be allotted when a person acquires the
unconditional right to be included in the company’s register of members”.
Page 3
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