Attwood v Maidment & Ors  EWHC 2186 (Ch) (29 July 2011)Note: What follows on this and other pages constitutes information on the firm as it existed immediately prior to 21st August 2012.
We recently acted for Mr Allan Attwood and Ms Nicola Heard in two “unfair prejudice” petitions under section 994 of the Companies Act 2006, both of which arose out of Mr Attwood’s dealings with his former business partner, Geoffrey Maidment.
The first petition (“The Annacott Petition”) was commenced in late 2008 by Mr Attwood against Mr Maidment in relation to Mr Maidment’s conduct of the affairs of Annacott Holdings Limited, (“Annacott”), a property investment company of which Mr Maidment was sole director.
The second petition (“The Tobian Petition”) was commenced in late 2009 by Mr Maidment against Mr Attwood in relation to Mr Attwood’s conduct of the affairs of Tobian Properties Limited (“Tobian”), an estate agency business of which Mr Attwood was sole director.
The central allegations in the Annacott Petition were that Mr Maidment had unlawfully sold Annacott’s entire property portfolio to himself at an undervalue, and (after further disclosure was obtained) that Mr Maidment had misappropriated approximately £1.5 million from Annacott under the guise of an “investment” in MLP (Cyprus) Limited, a company registered in the Turkish Republic of Northern Cyprus.
The central allegation in the Tobian Petition was that Mr Attwood had not given a full account of the circumstances of the voluntary liquidation of Tobian in late 2008 during the credit crunch, an allegation which Mr Attwood denied.
In October 2010, Mr Attwood and Ms Heard instructed us to act in place of their former solicitors. At that time, disclosure had been pending since May 2009 and the case was, in many ways, languishing. We fought a specific disclosure application shortly after being instructed and obtained further disclosure and directions for the lead-up to trial. We then obtained a trial listing in July 2011 and mounted a concerted campaign to obtain proper disclosure from Mr Maidment, which he fiercely resisted. Through the winter and spring of 2011, we fought a series of contested hearings which resulted in a series of specific disclosure orders against Mr Maidment. We also successfully resisted Mr Maidment’s application to adduce expert evidence in the field of business valuation and estate agency in the Tobian Petition. The parties jointly instructed Mr Phillip Costa of Strettons Chartered Surveyors as the single joint expert in the field of property valuation the Annacott Petition.
In June 2011, we instructed Mr Andrew Clutterbuck of 4 Stone Buildings to conduct the trial. The trial lasted 12 days and was highly contentious throughout, with both Mr Attwood and Mr Maidment being cross examined for several days.
On 29 July 2011, His Honour Judge Hodge QC, sitting as a Judge of the Companies Court, handed down judgment in favour of Mr Attwood in both Petitions. Among other things, HHJ Hodge QC found that Mr Maidment had unlawfully sold Annacott’s property portfolio to himself at an undervalue, and that he had defrauded Annacott of the funds which were alleged to have been invested in MLP (Cyprus) Limited. Mr Maidment volunteered to make an interim payment on account of Mr Attwood’s costs in the amount of £100,000.
At a further hearing on 22 September 2011, HHJ Hodge QC ordered that Mr Maidment purchase Mr Attwood’s shares in Annacott with the purchase price to be based on Annacott’s value as at 1 October 2005, such date being prior to the sale of Annacott’s property portfolio to Mr Maidment and prior to Mr Maidment’s misappropriation of the funds in relation to MLP (Cyprus) Limited. HHJ Hodge QC also ordered that Mr Maidment make an interim payment to Mr Attwood in the amount of £500,000 on account of the ultimate share buy-out and that Mr Maidment make a further interim payment on account of costs in the amount of £50,000.
The buy-out price of Mr Attwood’s shares will be determined at a hearing in mid 2012.
Link to the Judgment of HHJ Hodge QC dated 29.07.11:
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