Chambi v Aristodemou: unfair prejudice, false accounts and a quasi-partnership undone

In a strongly worded judgement handed down on 20 March 2026, ICC Judge Prentis upheld an unfair prejudice petition brought by John Chambi against his fellow director and equal shareholder, Aristos Aristodemou, in relation to Guest Supplies Intl Limited. The case turned on years of financial concealment, falsified company accounts and the systematic misapplication of company funds — all conducted by Mr Aristodemou as the partner in sole control of the company's banking.

The two men had operated the company since 2011 under an oral agreement amounting, the court found, to a quasi-partnership. Mr Chambi joined at a moment of crisis — the company's previous co-owner had stripped its warehouse and emptied its accounts — and did so only on the basis of a non-dilutable 50% shareholding, equal directorship and a shared ambition to sell the business within three to five years. He gave up secure employment, injected personal funds and accepted an initially modest or non-existent income. Mr Aristodemou, meanwhile, retained sole control of online banking and was the company's sole cheque signatory.

That arrangement, founded on mutual trust and confidence, was the lens through which the court assessed Mr Aristodemou's conduct. And the conduct was extensive.

The company's filed accounts for multiple years were found to be "utterly inaccurate" — a fact Mr Aristodemou had concealed from Mr Chambi, from successive accountants and, when it suited him, from the courts. Amended accounts later prepared by Pronumero revealed the original filings had drastically understated assets, stock and net current assets across every year they covered. The court found that Mr Aristodemou knew the accounts were false, had caused them to be prepared in that form, and had done so to hide the company's true turnover. Each false filing was held to constitute unfair prejudice to Mr Chambi.

The misappropriations claim succeeded on the basis of actual payments identified by Mr Chambi from the company's HSBC bank statements, compiled painstakingly into a series of annexes. The court found £2,271,248 had been paid out of the company's account for purposes unconnected with its business. This figure encompassed over £1.5 million directed to fund Mr Aristodemou's separate fish and chip shop venture run through Mastre Costa Trading Ltd, £345,800 and associated works costs apparently applied to a personal property purchase at 25 Links Side, and £165,006 apparently used to meet his father's mortgage payments in Cyprus. Mr Aristodemou offered no substantive challenge to the payments themselves, advancing only high-level and internally inconsistent defences, none of which the court accepted.

Additional grounds of unfair prejudice were established in relation to the filing of successive returns that failed to record Mr Chambi's shareholding; his wrongful removal as a director in April 2020; and the bringing of an unauthorised County Court claim — the latter having already been struck out by HHJ Monty KC, who found it to have been issued as an abuse of process.

A further head, concerning a South Place Hotel litigation based on a document the court found to have been fabricated by Mr Aristodemou, partly failed on the issue of prejudice — though not on unfairness — because the eventual settlement produced receipts into the company's account, and the net position remained unclear in the absence of proper disclosure.

Mr Aristodemou's clean hands arguments against relief were rejected. The court acknowledged that Mr Chambi had secretly recorded meetings, accessed Mr Aristodemou's work email and made anonymous disclosures to opposing solicitors in the South Place proceedings — acts described as a breach of his director's duty. None of that conduct was found to have any immediate or necessary relation to the relief claimed. The "proven dishonesties", the court observed, were Mr Aristodemou's.

The ordered remedy is a buyout of Mr Chambi's shares, valued as at 14 August 2018 (the date he effectively left the company), on a non-discounted basis reflecting the quasi-partnership nature of the relationship. Valuation directions are to follow at the consequentials hearing.