CR-2022-003280 - [2024] EWHC 1610 (Ch)

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.

On 26 September 2022 Mr Chambi presented a petition under section 994 Companies Act 2006 (the “Act”) (the “Petition”). Mr Aristodemou’s application to stay the 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 the CCMC on 7 March 2023 I granted the withdrawal and amendment, and ordered a preliminary issue in the following terms:

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 Mr Buttimore 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).