Major High Court Success for Rogers & Norton Litigation Team
The litigation team at Rogers & Norton has achieved a major success in the High Court, acting for Mr Lecaille in a long-running and complex shareholder dispute involving the shareholders of National Parking Enforcement Limited (NPRL).
The case concerned a former husband and wife, Mr and Ms Lecaille, who divorced in 2018 but continued as equal shareholders and directors of NPEL, a company operating in the car park management sector. With no formal shareholder agreement in place, their working relationship steadily broke down, leading to disputes over the handling of company funds, the management of thousands of parking charge notices and the day-to-day running of the business.
Both parties eventually issued unfair prejudice petitions under Section 994 of the Companies Act 2006, each seeking an order that Mr Lecaille should buy out Ms Lecaille’s shares. Rogers & Norton acted throughout for Mr Lecaille.
After a trial lasting almost a week, the Court (ICC Judge Burton) handed down judgment in favour of Mr Lecaille. The Court accepted that Ms Lecaille’s behaviour had made it impossible for the company to be managed properly and had unfairly prejudiced our client in his role as a shareholder.
The judgment is particularly striking because the focus of the petition was Ms Lecaille’s personal behaviour, which the Court described as both “extreme personal behaviour” and “extraordinary and markedly unprofessional conduct.” This behaviour included shouting at Mr Lecaille during company meetings, circulating his private emails, sending repeated abusive and offensive communications, and acting inappropriately towards company employees.
The Court also found that Ms Lecaille had committed breaches of her duties as a director, which included withdrawing company funds in an attempt to pressure Mr Lecaille into medical treatment, taking employment at a local pub while claiming to be too unwell to carry out her directorship, and removing the company’s access to its accounting software “out of anger”.
Both parties had also raised complaints relating to a potential sale of the company to a third-party buyer. However, the judge rejected these points, holding that they did not amount to conduct of the company’s affairs for the purposes of Section 994.
The Court ruled that Mr Lecaille had been unfairly prejudiced and ordered that Ms Lecaille’s shares be bought out at fair value, which was the precise relief sought on his behalf. This case is a rare example of the Court granting relief under Section 994 based primarily on personal conduct rather than financial or managerial issues. It provides useful clarification on the scope of what will be considered conduct of a company’s affairs under the Companies Act 2006 and highlights the Court’s willingness to intervene in cases of serious director misconduct.
The dispute itself had been ongoing for more than three years, with the High Court proceedings lasting just under two. Following the judgment, Mr Lecaille praised the work of Peter Hastings and the Rogers & Norton team, commenting:
“Thank you so much for your help over the years, you’ve been amazing.”
Rogers & Norton worked closely with barrister Ben Lewy of One Essex Court, London, who appeared for the successful petitioner. Ben’s advocacy, meticulous preparation and exceptional attention to detail were instrumental in achieving this result.
How Rogers & Norton Can Help
At Rogers & Norton, we regularly advise and represent clients in shareholder disputes and director duty cases across Norfolk, Norwich, East Anglia and London. Our team has extensive experience in guiding clients through the breakdown of business relationships, whether that involves unfair prejudice petitions, company ownership disagreements, or disputes between directors and shareholders.
If you are facing a shareholder dispute, we strongly recommend seeking advice at the earliest opportunity. To arrange an appointment, please contact Peter Hastings at ph@rogers-norton.co.uk or call 01603 675639.
For more information on our legal services, please call 01603 666001, email enquiries@rogers-norton.co.uk, or complete the Request a Consultation form on our website.
*This article is provided for general information purposes only and does not constitute legal or any other professional advice.