The High Court heard Mr Ward had acted illegally by failing to disclose a transfer of funds to Guinness’s directors during the £2.5bn takeover of drinks company Distillers Group last year.
In his judgement Vice Chancellor Sir Nicholas Browne-Wilkinson said: “Mr Ward has been and is wrongfully in possession of Guinness’s money.”
He received the cash in what the judge called a “secret agreement” with former Guinness chairman Ernest Saunders.
Thomas Ward, an American lawyer, was a key member of the so-called Guinness War Cabinet that masterminded the lucrative deal.
Mr Ward’s lawyers – based in London – said he would appeal against the ruling arguing he received the money legitimately for his “valuable services”.
In a 25-page document Sir Nicholas explained Ward’s counter claim for payment did not impinge on Guinness’s right to recover the £5.2m.
The judge also called for an inquiry into where the money had gone after it was paid through a Jersey company, Marketing and Acquisition Consultants, to Mr Ward.
Records show Mr Ward has paid $4.7m (£2.9m) in US federal and state taxes.
He claims only £1.2m remains unspent in a London bank account. This is to be repaid by Wednesday next week, along with a $300,000 investment.
He owes a further £500,000 in interest and has also been ordered to pay Guinness’s legal fees.
The ruling puts the drinks’ giants one step closer to recovering £25m of missing funds uncovered by auditors last November.
After the hearing Mr Ward’s solicitors revealed their client is already involved in legal battles with Guinness in the US.
The company is suing Mr Ward over a £750,000 flat in the Watergate complex in Washington, whilst he is claiming unpaid fees from Guinness for his legal practice Ward Lazarus.
Courtesy BBC News
On 23 July the judge rejected an application by Thomas Ward to keep the £5.2m until the appeal had been heard.
The appeal was set for 10 August 1987.
In August 1990 Ernest Saunders and three others were jailed for insider dealing over the Distillers Group takeover.
Thomas Ward’s case was not settled until February 1993 when the High Court cleared Mr Ward of stealing the money.
At the time the Guinness trials was the most expensive ever legal battle in the British courts, costing over £20m in total.