Lecaille v National Parking Enforcement Ltd [2025] EWHC 2281 (Ch)
The Companies Court (ICC Judge Burton) has granted relief under s.996 of the Companies Act 2006 as a result of a director’s extreme personal behaviour.
The case concerned a divorced couple, Mr and Ms Lecaille, who each owned exactly 50% of a car park management business, and were both directors of the company. Following a breakdown in the parties’ commercial relationship, each brought an unfair prejudice petition against the other, seeking an order that Mr Lecaille buy Ms Lecaille’s shares. The litigation had many unusual features, including that (i) both parties sought the same primary remedy and that (ii) some of the impugned conduct (namely using company funds to pay for personal expenses) continued whilst the parties were giving evidence.
The focus of Mr Lecaille’s petition was Ms Lecaille’s personal behaviour, which included shouting at him at company meetings, circulating his personal emails, sending “very many emails … describing him in angry, rude and intentionally offensive terms”, and abusive conduct towards company employees. ICC Judge Burton described this variously as “extreme personal behaviour” and “ extraordinary and markedly unprofessional conduct ” which caused a breakdown in the trust and confidence necessary to enable the proper management of the company, and justified a petition under s.994. The judge also held that other unusual conduct by Ms Lecaille - which included (i) withdrawing funds from the company in order to pressure Mr Lecaille into seeing a psychiatrist, (ii) taking a job at a local pub whilst claiming to be too unwell to work, and (iii) removing the company’s access to its accounting software “out of anger” – amounted to breaches her duties as a director. On the other hand, the judge rejected complaints by both parties about conduct relating to a potential sale of the company to a third party buyer, on the grounds that this did not relate to conduct of the Company’s affairs.
The judgment is a useful reminder of the scope of what will constitute conduct of the company’s affairs for the purposes of s.994 of the Companies Act 2006, and a rare example of the Court finding personal conduct to be sufficiently extreme to justify a petition.
Ben Lewy appeared for the successful petitioner (Mr Lecaille), instructed by Rogers and Norton Ltd.
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