ICC Judge Burton : 1. This judgment concerns two petitions, each presented pursuant to section 994 of the Companies Act 2006 (“CA06”) alleging unfairly prejudicial conduct in relation to the affairs of National Parking Enforcement Limited (the “Company”). The first was presented by Jonathan Lecaille (Mr Lecaille) against his former wife, Julie Lecaille (Ms Lecaille) and the second, Ms Lecaille’s counter-petition against Mr Lecaille. The Company is not represented and has taken no active part in the proceedings. 2. The Company was incorporated in 2012 by Mr and Ms Lecaille whilst still married. As the Company’s name suggests, its business principally comprises surveillance of its clients’ premises for the purpose of levying and enforcing charges in respect of unauthorised parking. 3. Mr and Ms Lecaille each hold five of the total ten Company shares in issue. There is no shareholders’ agreement beyond that contained in the memorandum and articles of association, the latter including no deadlock provisions. 4. Mr and Ms Lecaille separated in 2016 and divorced in March 2018. Their interests in the Company were not addressed as part of the divorce arrangements. 5. Mr Lecaille’s petition claims that the Company was established on the basis that they would owe mutual duties of good faith, trust and cooperation, giving rise to the application of equitable principles, in respect of which the commonly (but sometimes erroneously) used shorthand label is that the Company was operated as a quasi-partnership. Ms Lecaille’s Defence denies this, but then says that if, which is not admitted, the Company was ever in the nature of a quasi-partnership, it ceased to be such following the parties’ divorce. 6. The Company is a small business, initially set up by a husband and wife. They chose not to introduce the formality of a shareholders’ agreement, but to rely instead on their informal understanding regarding their roles and participation in its management. Those roles reflected, in part, their home life, with Ms Lecaille working part-time whilst spending more time than Mr Lecaille at home raising their two children. Even on divorce, and despite a brief period later on, when Mr Lecaille suggested they enter a shareholders’ agreement and provided a draft agreement, the relationship was not formalised by the introduction of such an agreement. 7. The manner in which the Company was established and the parties’ understanding in respect of their roles and responsibilities, including Ms Lecaille’s claim that she was wrongfully excluded from the Company’s management, readily reveal sufficient features of a quasi-partnership for me to conclude, notwithstanding Ms Lecaille’s Defence, that in addition to their rights and obligations under the memorandum and articles, and as recognised in Mr Marsden’s skeleton argument, that Mr and Ms Lecaille owed and continued, post-divorce, to owe each other, additional equitable obligations of good faith, trust and cooperation. 8. Mr Lecaille claims that since January 2019, Ms Lecaille has conducted the affairs of the Company in a manner that is unfairly prejudicial to his interests as a member of the Company. He relies in particular on her allegedly: i) denigrating him as regards his conduct of the Company such as to make her constructive continuation in the quasi-partnership unrealistic; ii) causing a complete breakdown of trust and confidence in the quasi-partnership; iii) breaching the obligation of good faith between shareholders in the quasi-partnership; iv) failing to carry out her duties which included acting as Data Protection Officer, Compliance Officer and being responsible for debt recovery and litigation. 9. Mr Lecaille claims that Ms Lecaille has breached the duties she owes to the Company as a director in particular by failing to promote its success and to exercise reasonable skill and care in her management of the Company. He relies upon the following particulars: i) Ms Lecaille cancelling 9,000 parking charge notices (“PCNs”) logged on the Company’s ZatPark software without evaluating the merits of each individual case, “costing the Company perhaps £270,000”; ii) failing to follow up 32,000 PCNs that were pending litigation, “costing the Company perhaps £400,000”; iii) failing to prepare the Company’s case at court hearings with drivers who had failed to pay a PCN, “thereby causing the Company financial loss”; and iv) making unauthorised withdrawals from the Company’s bank account, in respect of which, Mr Lecaille sought an interim injunction, pending final determination of the petition to prevent further withdrawals without permission of the court. 10. Mr Lecaille’s petition also refers to Ms Lecaille refusing to accept an offer from a prospective third party purchaser (“PP”) of the whole of the Company’s issued share capital at a price that he considered to be favourable. His petition states that he believes her decision was motivated by a desire to harm his financial interests and consequently unfairly prejudicing his interest in the Company. 11. Ms Lecaille denies that she has unfairly prejudiced her former husband’s interest in the Company. She states that all alleged, unauthorised withdrawals were properly accounted for in her director’s loan account and, by her defence, she undertook not to withdraw further sums from the Company’s bank account for her own benefit pending the outcome of these proceedings. 12. Ms Lecaille then counter-petitioned, claiming that Mr Lecaille has acted in breach of the duties that he owes to the Company as its director, in particular to promote the success of the Company and to act with reasonable care, skill and diligence and that he has thereby conducted the affairs of the Company in a manner that is unfairly prejudicial to her interests as a 50% shareholder of the Company. The alleged breaches comprise Mr Lecaille: i) conducting a campaign to try to persuade or force Ms Lecaille to resign from her position as a director of the Company and to sell her shares; ii) seeking to, and actually excluding her from various aspects of the Company’s business and affairs, in particular denying her access to: a) Company email accounts and its Zatpark system required to discharge her role and duties to the Company; b) other books, accounts, records, documentation and information relating to the Company and its business including the Company’s network drives, Xero accounting software, payroll records and specific email accounts; iii) misappropriating to himself, trading under the name “Saphe Services” or SSL, business opportunities that should have been made available to and pursued through the Company; iv) making unauthorised withdrawals from the Company in excess of those enjoyed by Ms Lecaille and failing to pay interest on those unauthorised withdrawals or to account to the Company for the income or other benefits derived from them; v) engaging in competitive trading with the Company whether through SSL or otherwise; vi) without Ms Lecaille’s agreement, procuring that the Company leased a car worth approximately £50,000; vii) making unauthorised staff promotions within the Company, such as that of Mr Scott Jones; viii) demonstrating bullying and degrading behaviour towards Ms Lecaille involving, amongst other things, the wrongful instigation of a purported investigation into her alleged, but denied, wrongdoings and purported disciplinary proceedings; ix) failing to maintain separate client accounts for each of the Company’s clients; x) failing fully to disclose, in a timely manner, the circumstances and existence of PP’s offer and failing to allow Ms Lecaille to participate in the sale negotiations; xi) unilaterally procuring that the Company entered into a tenancy of new business premises; and xii) using funds which should have been accounted for to the Company to meet his own personal legal expenses. Relief sought 13. Both Mr and Ms Lecaille’s petitions seek the same remedy, namely an order requiring him to purchase her shares at a value to be determined by the court. Relevant legal principles 14. Section 994(1) of the Companies Act 2006 (“CA06”) provides: “A member of a company may apply to the court by petition for an order under this Part on the ground: a) that the company’s affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of the members generally or of some part of its members (including at least himself), or b) that an actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial.” 15. A petitioner must establish four elements: i) the conduct complained of must consist of the conduct of the company’s affairs or an “act or omission of the company (including an act or omission on its behalf)”, and ii) the petitioner’s interests as a member must have been, iii) prejudiced, iv) unfairly. Conduct of the affairs of the company 16. The CA06 provides no guidance on what is meant by “the affairs of the company”. In Re Neath Rugby Ltd (No2), Hawkes v Cuddy and others (No2) [2009] EWCA Civ 291Stanley Burnton LJ cited the observations of Powell J in Re Dernacourt Investments Pty Ltd (1990) 2ACSR 553 at 556: “The words ‘affairs of the company’ are extremely wide and should be construed liberally”. He held that “affairs” of a company, encompass all matters capable of coming before the board for its consideration. 17. In Oak Investment Partners XII v Boughtwood [2009] EWHC 176 (Ch), at paragraph 11 of his judgment, Sales J considered the conduct of one party to a quasi-partnership arrangement: “It is also common ground that conduct by one party to a quasi-partnership arrangement in respect of a jointly-owned company (involving an agreement that both parties should co-operate in the conduct of the company’s affairs) which causes an irrevocable breakdown in the relationship of trust and confidence inherent in that arrangement is capable of being considered unfairly prejudicial conduct of the company’s affairs for the purposes of s 994: see Re Citybranch Group Ltd, Gross v Rackind [2004] EWCA Civ 815 at [16], [2004] 4 All ER 735 at [16], [2005] 1 WLR 3505.” 18. He went on to explain that where a significant shareholder is appointed to a managerial role, actions taken pursuant to that role can fall within the language of section 994(1) and that where a shareholder/manager persistently fails to adhere to his agreed management role and attempts to assert a wider role and authority (as well as, in the case before him, attempting a coup to take control), they were “thereby distracting and destabilising the management team” and that such actions amounted to conduct of the company’s affairs which could be the subject of an order pursuant to section 994 of the CA06. Upholding that part of Sales J’s decision, the Court of Appeal referred to this as “destructive interference”. 19. In Re Fi Call [2015] EWHC 3269, Hildyard J explained that: “[46]There is some debate in the text books, by reference to these parameters, whether, where a respondent causes an irrevocable breakdown in the relationship of trust and confidence, that is capable of being considered to be conduct of the company's affairs in the case of a quasi-partnership where the parties have agreed to cooperate in the conduct of those affairs … Vos J, in his judgment at an earlier stage in these proceedings to which I have previously referred, was persuaded (see paragraph 125) that: ‘A section 994 petition is appropriate where, for whatever reasons, the trust and confidence of the parties to a quasi-partnership has broken down.’ [47]I wonder, with great respect, whether this may go rather too far: in my opinion, the breakdown must be in consequence of some breach of either legal right or equitable constraint affecting the conduct of the affairs of the company. For example, insulting behaviour may not suffice: it may be inappropriate, but I am not convinced that any fiduciary duty which might be implied extends to control every aspect of one person's interaction with another. As it seems to me, and as in the context of a petition to wind up on the just and equitable ground on the basis of lack of confidence in the company's management (see Loch v John Blackwood Ltd [1924] AC 783): “this lack of confidence must be grounded on conduct of the directors, not in regard to their private life or affairs, but in regard to the company's business” [48]That said, however, I would be prepared to accept that if in a quasi-partnership context, one quasi-partner so denigrates the activities of another quasi-partner as regards the latter's conduct of the company's affairs as to make their constructive continuation in quasi-partnership unrealistic, that may well suffice.” 20. Mr Lewy referred to the application of this principle in Re Home and Office Fire Extinguishers Limited [2012] EWHC 917 (Ch) where a father had gifted 50% of his shares to his two sons. One of them, Simon was found by the court (i) not to have fully pulled his weight in the business; and (ii) when the other, Guy refused to permit him to borrow more money from the Company, to have attacked Guy with a hammer. The judge, N Strauss QC noted that: “So far as I am aware, there is no authority on facts which are similar to the present case, but I have no doubt that Simon's conduct related to the affairs of the Company, and Mr. Sinclair has not argued the contrary, if I found against Simon on the facts. Simon's conduct was a breach of the implied understanding that he and Guy would act properly and in good faith towards each other, and it was also a single event which made it impossible for them to continue their association as directors of, and shareholders in, the Company. The position was aggravated by the fact that Simon, far from apologising for his conduct, asserted that Guy's account of it was untrue. Simon's conduct was also related to the Company's affairs, in that it was essentially a reaction to a decision taken by Guy concerning the Company's finances, which was his sphere of responsibility. While Guy has not established that the Company suffered financial loss as a result of Simon's conduct, there can be no doubt that it caused prejudice, in that Guy was left to carry on the Company's affairs as its sole director, with a cloud hanging over the Company until the litigation was resolved. Also, of course, the Company was deprived of Simon's services, which I have found were real, even if not all they should have been, and in any case it would be impossible for the Company to continue with both as shareholders.” The petitioners’ interests as a member 21. In O’Neill v Phillips [1999] 1 WLR 1092, Lord Hoffmann stated that the requirement for a petitioner to show that his interests as a shareholder have been prejudiced “… should not be too narrowly or technically construed”. 22. Earlier, in Re A Company (No 00477 of 1986) [1986] 2 BCC 99,171 Hoffmann J (as he was at the time) stated that: “the interests of a member are not necessarily limited to his strict legal rights under the constitution of the company”. 23. When considering whether to strike out a petition on the basis that the principal causes of complaint were alleged wrongs against the petitioners in their capacity as disappointed vendors of the company’s shares, or dismissal as an employee, Hoffmann J said: “Section 459 operates within so potentially wide a frame of reference and gives the court so broad a discretion that I do not think that I can say that no evidence which the petitioners might bring in support of the petition could satisfy a court at the hearing that Mr S’s employment as a director of A Limited was not in all the circumstances part of his legitimate expectancy as a member of O plc”. Prejudice 24. In Re Coroin [2012] EWHC 521 (Ch) David Richards J held that the relevant, alleged prejudice need not be financial in character: “A disregard of the rights of a member as such, without any financial consequences, may amount to prejudice falling within the section”. 25. In Re Edwardian Group Ltd [2018] EWHC 1715 (Ch), Fancourt J explained at paragraph 338 of his judgment that breaches of fiduciary duty which cause no loss to a company can “by their very nature” cause shareholders to suffer prejudice, because they are: “corrosive of good administration and trust between shareholders and directors.” 26. In Re Baumler (UK) Ltd [2004] EWHC 1763 (Ch), George Bompas QC sitting as a Deputy Judge of the High Court held that a breakdown in the relationship between partners in a quasi-partnership company was not, of itself sufficient to give the court jurisdiction to make an order under s 461 of the 1985 Act, but that it: “may nevertheless lead to such a loss of confidence on the part of another, innocent, participant and breakdown in relations that the innocent participant is entitled to relief under section 461 of the 1985 Act” 27. In Macom GmbH v Bozeat [2021] EWHC 1661 (Ch), HHJ Hodge QC (sitting as a High Court Judge) considered a petition unusually presented by the majority shareholder but in circumstances where the shareholders’ agreement gave one of the minority shareholders, “C” the casting vote on the board of two directors. The petitioner asserted that C had been conducting the affairs of the company in breach of his duties as a director and in breach of the terms of the shareholders’ agreement. HHJ Hodge QC accepted that: “prejudice is not limited to cases where there is an actual, or potential, diminution in the value of the petitioner's shareholding. Rather, it may extend to a breakdown of the relationship of trust and confidence amongst the shareholders as a result of the respondent's conduct of the company's affairs and failures of good administration”. Unfairness 28. In Re Tobian Properties Limited [2012] 2 BCLC 567 Lady Justice Arden explained that fairness is contextual and it is: “also flexible and open-textured. It is capable of application to a large number of different situations.” 29. The context in which alleged unfair prejudice is said to arise is also important. In O’Neill v Phillips Lord Hoffmann noted that: “Although fairness is a notion which can be applied to all kinds of activities its content will depend upon the context in which it is being used. Conduct which is perfectly fair between competing businessmen may not be fair between members of a family. In some sports it may require, at best, observance of the rules, in others (“it’s not cricket”) it may be unfair in some circumstances to take advantage of them. All is said to be fair in love and war. So the context and background are very important”. 30. He continued, at paragraph 1101H: “I do not suggest that exercising rights in breach of some promise or undertaking is the only form of conduct which will be regarded as unfair for the purposes of section 459. For example, there may be some event which puts an end to the basis upon which the parties entered into association with each other, making it unfair that one shareholder should insist upon the continuance of the association. The analogy of contractual frustration suggests itself. The unfairness may arise not from what the parties have positively agreed but from a majority using its legal powers to maintain the association in circumstances to which the minority can reasonably say it did not agree: non haec in foedera veni. It is well recognised that in such a case there would be power to wind up the company on the just and equitable ground (see Virdi v. Abbey Leisure Ltd. [1990] B.C.L.C. 342) and it seems to me that, in the absence of a winding up, it could equally be said to come within section 459.” 31. In Re Baumler George Bompas QC explained that in the context of a quasi- partnership: “… the unfairness lies in compelling the innocent participant to remain a member of what was once a company formed with the characteristics which made it capable of being given the label of "quasi-partnership", unsatisfactory as that label might be.” 32. In several cases, the court has found that it is not unfair to exclude a shareholder from management of a company. In Waldron v Waldron [2019] EWHC 115 (Ch), HHJ Eyre QC explained at [49] that: “The exercise for the court is to determine whether conduct which was prejudicial to the party complaining was unfairly so. In the context of exclusion that involves a determination of whether the exclusion was unfair. That determination is an objective one as I have already explained and is not dependent on the subjective intention with which particular acts were done. The objective nature of this exercise indicates that the court should undertake it in the light of all the circumstances known to the court. Fairness or unfairness is to be determined in the light of those circumstances seen as a whole. Just as a genuine belief by a party that he or she was acting properly in excluding another party is not determinative of the question and does not prevent a finding of unfairness so an exclusion is not to be regarded as having been unfair if circumstances existed warranting the exclusion. This is so even if those circumstances were not known at the time of the exclusion or were not the reason for it. The existence or otherwise of a causal connexion between a petitioner's conduct and his or her exclusion is likely to be a factor relevant to the court's consideration of the fairness of the exclusion. 33. In Woolwich v Milne [2003] EWHC 414 (Ch), Mr Woolwich’s unfair prejudice petition was dismissed on the basis that he had been treating staff in a wholly inappropriate way such that his: “continued involvement in the management of the company's business, whether as director or employee, placed the efficient conduct of that business in serious jeopardy…. In those circumstances, it seems to me that Mr Woolwich brought his removal from the board on himself. His conduct was the cause of the breakdown of the original relationship of mutual confidence between him and his fellow shareholders, and I can see nothing unfair in his removal in the interests of the company's business.” 34. However, the objective test requires the misconduct to: “be so serious as to undermine the basis for the equitable considerations that bound the parties.” Witnesses 35. The court heard evidence from both petitioners and from Ms Elizabeth Holmes who gave evidence on behalf of Ms Lecaille. Mr Lecaille 36. Mr Lecaille gave his evidence with a degree of quiet confidence, occasionally towards the end, displaying some exasperation and indignation at the questions put to him during cross-examination. He explained that he always seeks to conduct himself fairly and professionally, that he does not blaspheme but conceded that he does sometimes allow himself to become irritated. 37. Mr Marsden submitted that Mr Lecaille’s evidence was unreliable but notably failed to provide any examples to assist the court in reaching such a conclusion, such as instances where Mr Lecaille’s evidence could be seen to be inconsistent or contradicted by the documentary evidence. Save in respect of two issues, I considered that Mr Lecaille gave his evidence truthfully. I shall consider the first when examining the specific matters relied upon in Ms Lecaille’s petition. The second concerns Mr Lecaille’s repeated insistence that he wanted to bring Ms Lecaille back into the business. Perhaps he was motivated by a concern that if he was utterly candid in relation to this issue, the court would be less likely to accept his case that he did not exclude Ms Lecaille, rather, she excluded herself. I found credible that despite Ms Lecaille’s unedifying behaviour and emails, throughout 2019 and up to the early part of 2021, once she was well enough to do so, he was keen for her to return to work, resuming her responsibility for debt collection and litigation. However the transcript of a shareholders’ meeting held between himself and Ms Lecaille on 16 April 2021 (the “Shareholders’ Meeting”) revealed his frustration with the apparent absence, by then, of any ability to discuss business matters with her, have any form of formal identification of roles and responsibilities or a constructive working relationship. In my judgment, it is more likely than not that, by then, however much he might have wanted their working relationship to return to what it once was, he did not genuinely believe it to be likely or even possible. Ms Lecaille 38. Ms Lecaille suffers from mental health difficulties including bouts of depression. I understand from her description of how such episodes affect her, that there are time when life feels overwhelmingly challenging for her and she is able to do very little other than sleep and cry. It is perhaps because of the overpowering effect of her condition that she appeared to me not to recognise the consequences of her unrestrained actions and uninhibited written and spoken communications. I formed the impression from the contemporaneous documentary evidence and her replies during cross-examination that she does not readily view or try to see matters from perspectives other than her own. She appeared to be entirely unaware and unremorseful of how inappropriate and damaging to the business of the Company and the welfare of its staff it was to (i) raise in the office her personal grievances with her ex-husband regarding their divorce and childcare arrangements; (ii) let those non-work related matters influence her conduct at work; (iii) send intemperate emails to staff; and (iv) withdraw money from the Company’s bank account without warning. 39. Ms Lecaille was unashamedly candid in confirming that she would readily call the Company’s operations manager, Mr Jones, a “little bitch” to his face. However I do not consider that all of her evidence was given with the same degree of candour. The following are just a few examples of inconsistencies in her evidence that lead me to approach it with caution: i) whilst Ms Lecaille admitted that she withdrew the Company’s accountants’ access to its Xero accounting system “out of anger” she insisted that she did so in October 2022 and only for a day. She maintained this stance even when taken to a letter from Mr Lecaille’s solicitors informing her solicitors, on 4 October 2022 that Xero access was terminated on 27 September 2022. Her solicitors’ reply dated 12 October 2022 did not dispute the date on which it was terminated. They referred to an email dated 17 October 2022 from Ms Lecaille to Mr Lecaille where she informed him that his access had been restored on 5 October 2022 but that she would not give him the ability to add or remove users “as I do not trust you [not] to suspend my access as you have with all other company accounts and files.” During cross-examination, Ms Lecaille was taken to Mr Lecaille’s immediate reply stating: “Whilst you may have reinstated access we cannot retrieve any data” and her reply, still on 17 October 2022 saying that a new user (which Mr Lecaille would presumably, at that stage be treated as being) is sent an invitation to their email address, “I did this as soon as it was requested” and recommending he check his emails including junk folders. Ms Lecaille nevertheless refused to accept that as a result of her decision and action taken in anger, her former husband and the Company’s accountants lost any access to the system for a week, and effective access to all information for three weeks; ii) despite insisting that she remained fully committed, between November 2021 and November 2022 undertaking substantial work for the business, and despite being responsible for enforcing PCNs, Ms Lecaille appeared: a) not to appreciate that sending an average of one email, every other day is extraordinarily few in modern business times (she sent 83 emails between 7 April and 5 November 2022, a period of 152 days); and b) to have no idea of how many PCNs are issued throughout the year. During cross-examination, she suggested it might be 1,000 per month. Even if she could not recall how many she was dealing with whilst she was actively working for the Company, the statistics included in the bundle which were sent to PP and copied to her in May 2024, show that for most months in 2023 and the beginning of 2024, on average more than 4,000 tickets were issued. She was similarly able only to hazard a guess at the approximate percentage of drivers who pay upon receipt of a PCN and did not know roughly what percentage would pay upon being sent a reminder. I find Ms Lecaille’s lack of knowledge and the scant amount of information being sent to the business via email (despite receiving considerably more emails than she sent) inconsistent with her asserted dedication to the business. iii) One of the reasons given by Ms Lecaille for not pursuing 32,000 PCNs was that they would otherwise prompt too many data access requests which, as the Company’s Data Protection Officer (“DPO”) she would have to deal with. She suggested during cross-examination that it could lead to 32,000 such requests because all “online parking warriors” recommend drivers make subject access requests. Whilst I appreciate that conceptually it is possible for every driver in receipt of a PCN to make a data access request and that there may well be parties online encouraging motorists to navigate a route towards not paying PCNs, Ms Lecaille’s suggestion, in the face of her earlier evidence that during her time as DPO, she probably only dealt with about 100 subject access requests, struck me as grossly exaggerated and even taking it with a pinch of salt, neither helpful to the court, nor credible. 40. Another incident which led me to consider Ms Lecaille’s perception of matters to be unrealistically and unreliably distorted concerned her time off work due to ill health in September 2019. She explained in her written evidence that at the time, she was unwell with stress and depression due to the breakdown of her relationship with Mr Lecaille and in part also due to Mr Jones’s conduct towards her. She considered that Mr Jones behaved as if Mr Lecaille solely owned the Company and said that Mr Jones was rude and talked down to her. Mr Lecaille suggested that she take some time off work to get better. However: “Very quickly my being at home alone and not working started to impact upon my mental health further negatively. I went to a few therapy sessions to try and help, and I took on two 3-hour shifts as a barmaid in my local pub to try and keep busy but away from Jonathan.” 41. Ms Lecaille explained during cross examination that her depression caused her to spend a lot of time sleeping and crying and that she could not be in a room with people. She said that she became a hermit. During that time, she continued to receive her full salary from the Company. However, she refused to accept that it might have been reasonable for Mr Lecaille, on learning that she had taken a job at the pub, to consider that she was ready to return to work. 42. Mr Lecaille relies upon an event on 24 April 2019 when Ms Lecaille attended the office: “screaming and shouting at me, handing out private copies of emails to shocked staff members and leaflets explaining what a narcissist was. She essentially belittled and insulted me in front of around 15 members of staff.” 43. This follows an earlier email in which on 16 July 2019, Mr Lecaille had asked Ms Lecaille: “Once again, please may I politely request that you moderate your behaviour towards me in the workplace. You may not agree with the way things are being handled …. Regardless of this please refrain from raising your voice and swearing at me in the workplace, I should not have to tolerate this, and neither should our employees have to tolerate it.” 44. Ms Lecaille admitted attending the office on 24 April 2019, but insisted it was a private meeting during which she called him a liar after emailing him a document that described him as a narcissist. She denied that she screamed or shouted at him in front of employees or that she distributed any documents to staff members. She maintained that this was the case during cross-examination. However she also conceded, when shown a letter sent to her the following day by Mr Lecaille, that the “very unfortunate incident” he referred to in the letter involved her losing her temper in front of the Company’s employees. She appeared not to recognise that this contradicted her earlier evidence and simply sought to explain the incident by saying: “He was behaving disgracefully and I had to deal with it". The alleged, disgraceful behaviour concerned their child-care arrangements and child-maintenance payments. The same letter from Mr Lecaille expressed his desire for her to: “halt your involvement in personal matters not directly connected to the operational activities of the company, whilst you are attending the offices.” 45. Ms Lecaille’s written reply at the time, notably did not address or contradict his reference to her raising her voice at work, in front of staff, nor provide any assurance that she would try to behave more appropriately in front of them. It simply started: “And still no explanation for your behaviour towards me, why is that? Because I haven’t done anything to either of you to deserve the way you treat me … the mother of your children!!!” 46. When Mr Lewy highlighted that her response did not contradict Mr Lecaille’s description of the “unfortunate event”, Ms Lecaille replied: “Yes because he’s gaslighting me and I’m not going to fall for it.” 47. By email on 27 April 2019, Ms Lecaille referred to her “only crime” being that she sent Mr Lecaille “abusive text messages” and that: “I don’t know why you think I’m attacking you? I merely and quite rightly told you exactly what you are, it may have contained a lot of swearing, but you’re a grown man, you can handle being called a few names surely?” 48. Ms Lecaille then referred to her asking Mr Lecaille for a divorce in 2016 and continued: … My only crime since Jan 16 is to send you abusive texts, but as I said before, you’re 52, it was only name calling, sticks and stones and all that? I mean it can’t have been that bad because we managed to be really good friends again until this episode.” 49. Ms Lecaille’s email notably made no reference to any humiliation or distress that she may have caused to Mr Lecaille or the Company’s staff when attending the office just a few days earlier, shouting at him in front of them. 50. Ms Lecaille described Mr Lecaille’s actions as “gaslighting” her on at least three occasions. My understanding of the term is that it involves one party persistently putting forward a false narrative to such an extent that the other starts to question their perception of reality. 51. When asked what she meant by her reference in the email dated 27 April 2019 to them having become “really good friends again” during the period after she asked him for a divorce, she replied: “Yes, he mentally abuses me, takes me in, then says ‘Here’s an olive branch’. He patronises me and then it starts again, him disrespecting me, making me anxious.” 52. I saw nothing in the contemporaneous documentary evidence to suggest that Mr Lecaille engaged in any such behaviour at work. The “olive branches” which Ms Lecaille viewed so suspiciously appeared to include various occasions when, following outbursts on Ms Lecaille’s part, Mr Lecaille sought to calm the situation and return to business. 53. Conversely, I saw many instances where Ms Lecaille permitted her unguarded emotions to enter the workplace and then appeared to expect those involved, potentially adversely affected, or potentially upset by her words, to carry on as if nothing had happened. The explanations she gave to justify her behaviour gave me the impression that despite professing to be an equal partner in the business, and her expectation that she should be respected as a director, she focussed only on the need for her own emotions and fragile mental health to be recognised and protected, without regard to the effect that her words and behaviour might have on others in the workplace. 54. Ms Lecaille readily admitted that she had sent many emails from her Company email address to Mr Lecaille with insults, for example those describing him as “evil”, “sick”, “mentally disabled” and “the biggest liar”. Ms Lecaille also admitted that she lost her temper in a meeting with Mr Lecaille and Mr Jones, where she ended up shouting at them. This, she said was because they were talking over her and would not listen to her. If that was the case, she was of course entitled to object, but again, she did not appear to appreciate how inappropriate in a business context, was her uninhibited response. 55. Another occasion when, during cross-examination Ms Lecaille described Mr Lecaille’s behaviour as “gaslighting” her arose during cross-examination when she was referred to the transcript of the Shareholders’ Meeting. Ms Lecaille confirmed during that meeting that her role was debt recovery and litigation. Mr Lecaille said that they would get an agreement drawn up setting those out as her roles and responsibilities. Ms Lecaille refused to enter into a written agreement to that effect. This led Mr Lecaille to say that in that case, they would have a verbal agreement to that effect. Ms Lecaille replied: “I don’t do verbal agreements with you anymore” and “No, I don’t agree to you, because you will twist that and say ‘well that means you’re not getting involved in such and such’ when I have a right to get involved in such and such.” 56. The exchanges continued: “[Mr Lecaille]: You're right, get involved in what you want, but the problem we have Julie is with your health, you can't commit to getting involved with other things. [Ms Lecaille]: Like what for example Jonathan? What do you need me to get involved with? [Mr Lecaille]: To have meetings in relation to how we can improve our software systems to cater for the problems we face on a day to day basis. [Ms Lecaille]: I thought Scott was in charge of running the day to day business? – please refer to exhibit NY1 [Mr Lecaille]: Yeh, but if you're saying you're a director and shareholder and you can get involved in anything and I'd say to you, 'right, Wednesday morning 10am we're all going to get round the table and look at, see how much payforbay is earning, what percentage we are getting, how we can improve on it, do you want involvement on that day to day? [Ms Lecaille]: I don't need to be here for that, you can give me minutes from the meeting so I can see what's happening. [Mr Lecaille]: I do give you information, I send you emails but you don't read them! I've got emails…errr…read reports 10 days ago from emails I sent you last June! How can I involve you in things when you don't read my emails?” 57. Ms Lecaille described this exchange as Mr Lecaille gaslighting her and during cross-examination she described it as “another of his disingenuous olive branches following him diminishing me” and said that she did not want to go back to working with Mr Lecaille and Mr Jones because they did not listen to her, went behind her back and talked over her. She said that she stayed away from the office for her sanity. 58. I observed in the documentary evidence, several occasions when Ms Lecaille was given an opportunity to take control of a situation in order that it could be satisfactorily resolved, whether in relation to the Company’s affairs or her own personal conduct, but which she failed or declined to pursue, seeking instead to use the event or correspondence in question, as justification to raise further grievances. The first example that came to my attention dates back to March 2019 when one of the Company’s clients informed Mr Jones and another member of staff that a local councillor had raised a concern regarding potential breaches of privacy as a result of the Company’s installation of CCTV cameras at a particular site. The client had been informed that a black-out system could be deployed for the cameras. At the beginning of April 2019, the client asked the Company to confirm that the black-outs were in place. The client’s email was forwarded to Ms Lecaille who replied to the client to say that she had been corresponding directly with the councillor and had already provided the black-out information, concluding her email with “I hope that is satisfactory”. On further request, she sent the client a copy of her communications with the councillor. This prompted the client to write to Mr Lecaille saying: “I noted that your DPO responded to this enquiry – [client’s name] is the accountable body even if the service in question is provided by a supplier – I’ll be grateful if these rules could be followed in the future.” 59. Mr Lecaille forwarded the email to Ms Lecaille saying: “This is of course your speciality so I am a little nervous about how to respond to [the client] without causing an operational/client relation issue. Could/would you be able to draft some kind of response and for us to agree how we answer this? Thanks”. 60. Ms Lecaille responded: “You can tell him that as the Data Protection Officer for the cameras that we are the Data Controllers for, and that our staff man, I have a legal responsibility to respond to enquiries. … If it upsets him, tough, I am not going to neglect my duties. [The client] are NOT accountable for our systems and responsibilities.” 61. Mr Lecaille replied saying that as she was the Company’s DPO the response should come from her and that he felt it would be inappropriate for anyone else to be involved “in such a sensitive aspect of our business”. 62. Ms Lecaille replied: “He’s your client, and I am sure you would rather I didn’t upset him. He didn’t have the decency to say my name. He said ‘your DPO’, so perhaps you should set him straight. Mind you, I’m sure it would be difficult for you to have to explain that I am an equal partner when he clearly thinks you’re in charge.” 63. Almost two weeks later, on 23 April 2019, Ms Lecaille asked Mr Lecaille whether he had spoken to the client “or shall I respond?”. Mr Lecaille replied saying that he had not replied, but that as they were, by then, looking at a new potential site for the same client: “my opinion, and it’s only an opinion, is that we let sleeping dogs lie. If the situation repeats itself then we deal with it a little further down the line, as long as you are happy to do it that way.” 64. His measured approach was not well received by Ms Lecaille: “Well, no, I’m not really happy about it. He was extremely rude about it … But never mind, long as you’re happy about it, just let me be the punching bag.” 65. When Mr Lecaille replied, inviting her to discuss with him a response to the client that would make her position “within our company clear to the client”, she replied: “The irony!! … The irony again is that you would rather protect your clients relationship than have the decency and respect to protect my relationship. Again, I haven’t done anything wrong here & I am really good at my job & you have let someone speak completely out of turn about me. Your continued promises that you will always have my back are again worthless.” 66. The detailed exchanges set out above, appear to me to encapsulate Ms Lecaille’s approach to her role within the Company. She had a defined, senior role. Other than period(s) when she was too ill to work, it was within her gift to perform that role and to manage the expectations of others regarding her role and seniority. In his emails, Mr Lecaille recognised her as an equal partner with specific knowledge and responsibility for data protection matters and said that he was more than happy for her to address with the client the issue that had arisen in connection with that particular sphere of the Company’s work. It was entirely open to her to resolve the matter with the client and in doing so, should she have so wished, politely to have drawn to the client’s attention that not only was she the Company’s DPO but also a founder member and co-director. She declined to take up that opportunity, choosing instead to accuse Mr Lecaille of not looking after her or backing her up. Her complaint struck me as mirroring precisely what she considered the client had done and which she found so objectionable, namely to treat Mr Lecaille as if he were her boss. Her final response, that he would rather protect a client relationship than hers, suggests a fundamental failure to understand her duty as a director to promote the success of the Company over any personal sleight regarding a client’s perception of her status within the Company. 67. The same contrary approach can be seen in May 2019 when Mr Lecaille forwarded to Ms Lecaille an email he had received from an individual who I assume was a driver in receipt of a PCN, in which the driver stated that as they had not received a reply to a letter they sent three months earlier, they had decided to complain to the Information Commissioner. Ms Lecaille replied to Mr Lecaille say that she had already received the email from another party and: “this is the reason I don’t want you having access to the email accounts I am responsible for.” 68. Mr Lecaille replied saying that it was sent directly to him as a director of the business: “As a director, I have the right to see any emails relating to complaints against a company I own half of. I will be reinstating my access to the complaints email today for purposes of clarity. I will however not be dealing with those complaints unless the department that is supposed to deal with them fails to do so, or they are not dealt with in a timely manner.” 69. This – perhaps his reference to her work as “the department” clearly riled Ms Lecaille who, despite being the Company’s DPO at the time, replied: “Best you deal with that 1 then & not pass on to me to deal with it as it's addressed to you.” 70. The email exchange concluded with Mr Lecaille, reasonably in my view, stating: “Please stop being destructive to our business and read the email I sent you one more time. Complaints are yours, but I still have the right to know about them.” Ms Elizabeth Holmes 71. Ms Holmes’s evidence was briefly and, in my judgment, honestly given. She confirmed that she remains a friend of Ms Lecaille and that she was not happy with the manner in which her employment with the Company was terminated. She explained her role as office manager and stated that both Mr and Ms Lecaille had used Company funds to pay for building services and that whilst their roles changed over time, at the start, Ms Lecaille was responsible for updating payment information on the Company’s systems. The alleged unfairly prejudicial conduct on Ms Lecaille’s part Denigrating Mr Lecaille’s conduct such as to make continuation of the quasi-partnership unrealistic 72. Mr Lecaille’s petition provides a historical narrative of various incidents which cumulatively are relied upon to establish his claim that his former wife has unfairly prejudiced his interests as a member of the Company. At my request, in his closing submissions, Mr Lewy drew together the incidents relied upon for each head of claim. 73. One of the specific allegations relied upon in relation to the allegation that Ms Lecaille denigrated Mr Lecaille’s conduct to such an extent that it has made it unrealistic for the quasi partnership to continue, concerns the meeting at the Company’s office on 24 April 2021. Mr Lecaille claims that Ms Lecaille shouted and screamed at him in front of approximately fifteen employees, calling him a liar and that she also distributed personal email exchanges she had had with Mr Lecaille, including a printed leaflet, the effect of which was intended to demonstrate that he is a narcissist. 74. Ms Lecaille concedes that she shouted at him and called him a narcissist but, as I have noted, initially contended that it was during a private meeting. She vehemently denied circulating any material to members of the Company’s staff. Taking into account: i) the various inconsistencies in Ms Lecaille’s evidence, some of which I have highlighted, including the email Mr Lecaille sent to her after the event setting out his account of the event which she did not contradict; and ii) the number of unpleasant names and allegations Ms Lecaille has directed towards Mr Lecaille by email, in so far as it concerned Ms Lecaille shouting at him in front of the employees, on the balance of probabilities, I prefer Mr Lecaille’s account of this incident. I am also satisfied that even if Ms Lecaille did not, as she claims, circulate copies of their emails, as evidenced by Mr Lecaille’s email sent the following day, she did disclose (whether orally or on paper) some information from personal emails passing between them. 75. As members of a quasi-partnership, Mr and Ms Lecaille owed each other duties of good faith, trust and cooperation. Ms Lecaille’s behaviour in front of the employees on 24 April 2021, an earlier, not entirely dissimilar event referred to in Mr Lecaille’s email of 16 July 2019 and the very many emails she sent to Mr Lecaille’s work email address from her work email address describing him in angry, rude and intentionally offensive terms satisfy me that, as claimed in the petition, Ms Lecaille so denigrated the activities of Mr Lecaille as regards his conduct of the Company’s affairs that their constructive continuation in the quasi-partnership was rendered unrealistic. 76. In my judgment, it was Ms Lecaille’s extreme personal behaviour towards Mr Lecaille in the context of their working relationship that caused a breakdown in the trust and confidence necessary to enable the proper management of the Company. Ms Lecaille repeatedly allowed her disdain for Mr Lecaille’s alleged behaviour in their personal life to infect and dictate her conduct when they were both in the office, in her correspondence with him in work emails and generally in respect of the Company’s affairs. In my judgment, Ms Lecaille’s extraordinary and markedly unprofessional conduct justified Mr Lecaille’s petition under section 994. As Mr Lecaille stated in his email to her, the day after the event on 24 April 2019, such displays of anger in front of the Company’s employees: “can lead to all sorts of undesirable outcomes, and we as directors may even be legally liable if we allow this hostile environment to persist. We also have a duty of care to our workforce, that duty of care to our employees is their wellbeing and happiness at the offices. Anger has no legitimate place in any business let alone ours, and inappropriate outbursts can, and will cause, a decline in our company’s morale and ultimately the financial stability and productivity of the business” 77. Sadly Ms Lecaille’s unprofessional behaviour did not stop in April 2019. It was compounded by the other matters set out below including her offensive conduct towards employees resulting in three formal grievances, her decision to terminate the Company’s access to its Xero accounting software, her decision to withdraw £35,000 from the Company’s account (at a time when that was, according to her evidence, most, if not all of the money in the account at the time) and her decision to take another job at a pub when apparently too ill to work for the Company. 78. Each element of conduct described in the last paragraph amounted to a breach by Ms Lecaille of her duties as a director of the Company to exercise reasonable care, skill and diligence and to promote the success of the Company. In so breaching her duties, she unfairly prejudiced Mr Lecaille’s interests as a member of the Company. Unauthorised withdrawals from the Company’s bank account 79. Relations between Mr and Ms Lecaille did not appear to improve between the shouting incident in on 24 April 2019 and June 2019. On 17 June 2019, without warning, Ms Lecaille withdrew £35,000 from the Company’s bank account. She sent an email to Mr Lecaille objecting to him having sent a large number of PCNs to Gladstones, solicitors. The email correspondence leading up to 17 June 2019 does not appear to be complete, but the complaint appears possibly to follow an email from Mr Lecaille to Ms Lecaille on Wednesday, 12 June 2019 saying: “Gladstone Solicitors are trying to contact you regarding the litigation cases. If you cannot contact Julie and push this forward, I will have to allow Gladstone’s to issue all the green trace results on a site by site basis. If I do not hear back from you concerning this by 10am Thursday morning I will action this before it is too late and we lose the up to date addresses etc.” 80. There is also an email in the bundle sent the following day, 13 June 2019 from Mr Lecaille to another employee saying that Ms Lecaille was “not in the office again” but that they were facing issues with a client to whom he “had to pay the coin money” today. 81. Ms Lecaille responded to both emails on 14 June 2019, questioning why the coin money had been sent, as the payments are made weekly in arrears and she had already sent that week’s money and, regarding Gladstones, simply asking if Mr Lecaille had taken any action. Mr Lecaille asked her to come to the office so that Mr Jones and he could discuss various operational issues with her. She replied saying that she would like a response in writing. Mr Lecaille said “no problem, we will have a discussion and I will confirm the points thereafter by email.” She replied a minute later saying: “Please advise me what action has been taken in the last 3 days in writing”. 82. The next document in the file on this issue was dated 17 June 2019 when Ms Lecaille wrote to Mr Lecaille saying: “I cannot believe what you have done! You have literally just crucified the company. Do you have ANY idea what the cost to us is going to be just to issue all those court hearings? £54,000!!! If every single one paid we would only just break even! Do you even understand how Gladstones work and how much we already owe them from your last unauthorised instruction to issue 3066 LBCs? Do you know how much extra we get charged when we lose (which will be most because they are all shit tickets!) each court case? Your behaviour is completely insane! What do you think you are proving by keep going over my head when I say no? You consistently bombard me with your micro-managing emails, you also expect me to deal with everything for you. You spread and cause chaos constantly and I am going to be providing absolutely every single email you have ever sent me to my solicitor to confirm your completely unrealistic expectations of me and ‘gaslighting’.” 83. Towards the end of the email she states: “I have also submitted a formal complaint to Gladstones for accepting your instruction without my authorisation. I strongly suggest that you get some legal advice as I intend to have you disqualified as a Director of the company. I also advise that I have taken £35k out of the company bank account which Johnson Holmes (accountants) will confirm I am owed in dividends. This will be returned to the company upon any (but not restricted to just one) of the following:  Your disqualification as Director  You agree to be assessed by a psychiatrist  A court injunction is issued against you.” 84. During cross-examination Ms Lecaille confirmed that the amount which she took from the account, £35,000, was because that was all that was in the account at the time. She confirmed that she had thus pretty much drained the Company’s account at a time when she knew cashflow was tight, but beyond the statement in her email, was unable to explain why she did so. 85. In my judgment the exchanges which led up to this event and the withdrawal of Company monies with a statement that it would not be returned unless one or more of the extraordinary conditions for repayment were satisfied, clearly make out Mr Lecaille’s unfair prejudice claim. Mr Lecaille informed her that the solicitors had been trying to contact her regarding litigation cases. That clearly fell within her remit. Upon receipt of that email, even if she had fallen slightly behind with matters, she had an opportunity to exercise control over the work and information flowing to Gladstones, or even over information that had just been sent to them. She did not appear to do so, preferring instead to leave Mr Lecaille to take the action he had warned her that he would take. She then demanded information regarding the decision he had reached and the action he had taken before vehemently criticising it. Her criticism may well have been well-founded: she presumably knew the Company’s arrangements with Gladstones and the likely cost of them receiving so many instructions. However her approach to the issue was perverse, uncooperative and contrary. She was then able, in anger and using her powers as a director, to strip all, or most of the Company’s cash from its account. 86. In doing so, Ms Lecaille breached her duty as a director to exercise her powers for the purpose for which they were given and in the best interests of the Company. Ms Lecaille was unable to provide any good reason for the remarkable conditions she imposed upon the return of the money. The fact that she apparently returned the money a day later, mitigates the harm she caused the business but does not deflect from the fact that her actions unfairly prejudiced Mr Lecaille’s interests as a member of the Company. 87. Despite repaying the money and despite the withdrawal being relied upon in Mr Lecaille’s petition, prompting Ms Lecaille to undertake not to withdraw any further Company funds without agreement, she confirmed during the hearing that between 15 January 2024 and 23 May 2025, without agreement, she used Company funds to pay for train tickets, taxis, goods ordered through Amazon and Land Registry searches. She asserted that they were business expenses relating to the Company, however, the court was provided with an email asking her to provide receipts for the Company’s Xero accounting system, to which she responded: “Hahahahaha you are all so funny.” Her unedifying response entirely overlooks her serious breach of the undertaking and is not consistent with her duties as a director of the Company. Cancelling 9000 PCNs from Zatpark without evaluating the merits of each 88. On 16 June 2021, Ms Lecaille wrote to Mr Lecaille, Mr Jones and Ms Laura Mann saying that following a conversation with Mr Jones the previous week, they had agreed that the Company would not litigate old PCNs and that she would be going through Zatpark to “cancel the ones that are old and not worth taking to court”. She said that she would: “go through all outstanding and cancel the ones that are old and not worth taking to court” and: “I am going to go through year by year so you will see a whole load suddenly cancelled.” 89. She cancelled 6,152 PCNs on 16 June 2021 and a further 2,638 on 22 June 2021. 90. During cross-examination, Mr Lecaille said that he had interpreted Ms Lecaille’s email of 16 June 2021 to mean that she would go through the Zatpark records year by year and cancel those that she did not consider worth pursuing. He anticipated that she would be cancelling perhaps 60 or 70 tickets per year. He explained that because Zatpark does not automatically send any notifications to highlight deletions, he did not learn that Ms Lecaille had in fact deleted 9,000 until some time later, when staff drew it to his attention. 91. In her witness statement, Ms Lecaille provided the following explanation: “In December 2016 the company, which was then called ‘Norfolk Parking Enforcement’, changed its name to ‘National Parking Enforcement’. At the same time, we changed our database provider and our trade association. PCNs were still being issued on sites that had not been fully updated with new signs and were not fully compliant with the new ATA code of practice. The back-office procedures were still a work in progress, and it was my professional opinion that unless each unpaid PCN that was at the end of ‘debt recovery strategy’ was individually checked, they were not worth the risk of issuing court claims as they were not compliant enough to win in court and would ultimately result in a loss to the company. Laura Mann was promoted to CCTV Supervisor in 2018 at which point the PCNs were being checked for compliance each day before being issued. In around June 2021, it agreed during a conversation between Scott Jones, Laura, and me that any unpaid PCN’s before 2018 should be cancelled. Taking PCNs to court is not an ‘income’ strategy as the cost to process a claim to a court hearing is more than would be received even if we won the judgment. I sent an email to Jonathan, Scott & Laura on 16 June 2021 before I cancelled them recording our decision” 92. During cross-examination, Ms Lecaille said that none of the roughly 300 sites then monitored by the Company had the correct signage or correct trade association information and that consequently there was no value in any of the 9,000 PCNs she cancelled. However her own evidence contradicted this when she appeared presumably to recognise that some sites had, over time, become compliant, as she said that it would have cost more money for her to sift through the PCNs to identify those where they could recover some payment, than the Company would ultimately recover in revenue from them. When asked what she meant by it costing too much to triage or work through them, she replied: “I didn’t have time to do that on an old system and knew that it would be too much of a job for anybody. It was my judgment call. My opinion knowing that side of the job. Spending time on that … it would have been better to have spent time on making profit and not going through that.” 93. Mr Lewy highlighted that pursuant to her estimate given earlier during cross-examination that the Company issued approximately 1,000 PCNs a month, she had unilaterally decided to cancel nine months of the Company’s business. When he suggested that it was consequently reasonable to expect her to have sifted through them to find those that could be pursued, she replied: “ it was not my job description to do that”. 94. I accept Ms Lecaille’s uncontested evidence that taking PCNs to court is not an “income strategy”. However, in the light of her other evidence, in my judgment, it is more likely than not, that a method could have been identified, at relatively low cost, whether using Ms Lecaille’s time or that of other employees to sift through 9,000 PCNs whether on a site-by-site and/or date basis to determine those where some further attempt should have been made to recover some payment, rather than simply writing them all off. 95. In my judgment, Ms Lecaille’s decision to cancel so many PCNs with such scant justification amounts to conduct by her of the Company’s affairs in a manner that breached her duties as a director to promote the success of the Company and as such, unfairly prejudiced Mr Lecaille’s interests as a member of the Company. Failing to pursue 32,000 PCNs. 96. Mr Lecaille’s petition refers to Mr Scott, in August 2022, instructing Ashtons HR Consulting to conduct an independent investigation into Ms Lecaille’s conduct. Among Ashtons’ findings, delivered on 22 September 2022, were that between 2018 and 2022, Ms Lecaille had failed to follow up 32,000 PCNs that were pending litigation and had not sent any new batches of PCNs to the Company’s legal services providers since 24 August 2021. In her Defence, Ms Lecaille did not admit Ashtons’ independence and denied that the allegations were true. However, in cross-examination, she conceded that she had not sent any PCNs to solicitors after August 2021, which, on her estimate of the Company issuing approximately 1,000 PCNs per month, amounted to almost three years’ worth of PCNs. She referred to the relevant database not having been updated to show payments that had been received, which, she asserted, meant that she could not know which remained to be pursued. 97. After some conflicting evidence regarding roles and responsibilities, taking into account: (i) some entries which Ms Lecaille admitted having made in respect of payments received by Gladstones; and (ii) Ms Holmes’s evidence that “at the start”, Ms Lecaille was responsible for entering payment information on the system; in my judgment, as a director of the Company, Ms Lecaille had a sufficient degree of overall responsibility of the Company’s business to ensure that payment information was updated (whether herself or by instruction to others) in a manner that enabled her to know what recovery steps should be taken and against which defaulting drivers. She does not appear to have taken any positive steps towards resolving the absence of information which she maintained was crucial for the Company to have recorded in order that she could determine what recovery steps could be taken in respect of 32,000 unpaid PCNs. 98. In my assessment of Ms Lecaille as a witness, I also explained why I do not consider that her reliance upon a potential swathe of data subject access requests provides a credible reason for her not to have pursued the 32,000 PCNs. 99. In my judgment, no good reason was given for Ms Lecaille’s failure to pursue 32,000 PCNs. I concur with Mr Lewy that this constituted a breach of the duty imposed by section 174 of the CA06, falling outside the range of decisions reasonably available to a director of the Company at the time. No reasonable director would have concluded in August 2021 that the Company should not pursue any litigation to recover money from any of its inventory of 32,000 PCNs. Until relieved of her role by Ms Bethany Briggs in May 2022, Ms Lecaille’s identified role in the quasi-partnership included debt recovery and litigation. 100. I find that in failing to pursue the 32,000 PCNs, Ms Lecaille breached her duty as a director to promote the success of the Company and breached her equitable duty of good faith and cooperation. Ms Lecaille’s conduct in relation to the 32,000 PCNs unfairly prejudiced Mr Lecaille’s interests as a member of the Company. Alleged failure by Ms Lecaille to perform her duties from January 2019 diligently or at all 101. I have already noted much of the evidence relied upon in relation to this head of claim, in particular: (1) Ms Lecaille agreeing in September 2019 that she was too unwell to work and, as suggested by Mr Lecaille, should take some time off, before then, without notifying the Company, starting to work for six hours per week at a pub; (2) Ms Lecaille confirming in the Shareholders’ Meeting (held on 24 April 2021) that during the time when she was working from home (the Company’s employees having returned to the office following the Covid-19 initial lockdown), she only responded to emails when she considered it necessary to do so; (3) the remarkably few emails sent by Ms Lecaille between August 2021 and April 2022 which averaged approximately one every other day at a time when she claimed nevertheless to be working diligently for the Company; (4) Ms Lecaille’s failure in March 2019 to address the DPO complaints of one of the Company’s valued customers, and in May 2019 to deal with the party who I have assumed to be a disgruntled driver in receipt of a PCN; and (5) Ms Lecaille’s failure to follow up 32,000 PCNs. Ms Lecaille recognised during cross-examination that she did not send any PCNs to the Company’s solicitors after August 2021. 102. Ms Lecaille owed a duty to cooperate in the running of the quasi-partnership comprising the Company’s business by performing the duties which she and Mr Lecaille agreed she would be responsible for and for which she was (and continues to be) paid. Her failure to do so resulted in Mr Lecaille carrying the brunt of the Company’s operations without her assistance and having to pay others to undertake the work which she had agreed to perform. Her failure breached the terms upon which she and Mr Lecaille agreed the affairs of the Company would be conducted and unfairly prejudiced Mr Lecaille’s interests as a member of the Company. Breaches in relation to control of the Xero accounting software 103. On 27 September 2022, Ms Lecaille removed Mr Lecaille’s and the Company’s accountants’ access to its Xero accounts system used to manage and control the Company’s financial affairs. During cross-examination, she said that she had done it out of anger and restored it a few days later. However, as noted in my assessment of her oral evidence, having been taken to the relevant documentary evidence, it appears more likely than not that effective access was not restored until at least 17 October 2022, all the while impeding the Company’s ability to maintain proper financial records. I accept, however, as explained by her solicitors at the time, that access to the Xero system should not have prevented the Company from making payments from its bank account during that period. 104. In my judgment, Ms Lecaille’s decision, reached in anger, to restrict access to the Xero accounting system constituted a breach of her duties as a director to exercise her powers for the purpose for which they were conferred, to promote the success of the Company for the benefit of its members as a whole and amounted to a breach of her equitable duties as a member of a quasi-partnership to act in good faith. In adversely affecting the Company’s ability to view and keep accurate records of its finances, Ms Lecaille unfairly prejudiced Mr Lecaille’s interests as a member of the Company. 105. Mr Lecaille relies also on Ms Lecaille’s decision to change the VAT status of certain Barclaycard merchant services payments on the software. Whilst it is unclear to me why, having had so little involvement in the Company in the preceding year, Ms Lecaille suddenly decided to make the change, and whilst Mr Lewy submitted that she did it in anger, in my judgment, there was insufficient evidence for me to reach such a conclusion. Refusal to accept a third party offer to buy all of the Company’s shares 106. Mr Lewy recognises that whilst an individual shareholder’s decision to withhold or sell their shares does not constitute the affairs of a company, he submits that the position is different when the relevant decision is whether to sell the company’s entire business to a third-party buyer. That, he says, is a decision which could be made by the relevant company’s board of directors. 107. Whilst it is correct that a sale by a company of all of its business and assets – which would leave the company intact, as an asset-less shell – would fall to be decided upon by its board of directors, the same is not true of a share purchase arrangement, where the agreement is reached between the prospective purchaser and the company’s members. A company’s board may, in some instances, recommend that shareholders accept an offer, but they are powerless to compel them to do so. Consequently, in my judgment, Ms Lecaille’s decision not to accept PP’s offer to purchase her shares does not comprise the Company’s affairs for the purposes of section 994 of the CA06. I correspondingly reject Mr Lecaille’s claim that his interests as a member of the Company have been unfairly prejudiced by Ms Lecaille’s refusal to accept, or even consider PP’s offer. The allegations in Ms Lecaille’s cross-petition Conducting a campaign to persuade or force Ms Lecaille to resign and sell her shares 108. The first suggestion, in the documentary evidence of Ms Lecaille selling her shares arose at the beginning of January 2019, immediately after a request had been received by the Company from a police force requesting footage from the Company’s CCTV cameras. Ms Lecaille informed Ms Mann that she should not just release the footage as the police needed to submit a signed data request form. Mr Lecaille was copied into her email and replied: “The request was sent”. It is not clear to me whether he meant that the data request had been sent by the police or simply that the footage had already been released to them. In any event, the response appeared to annoy Ms Lecaille. She responded saying that there seemed to be little point in her continuing to be involved in the Company as she: “forgot you deal with data protection & know what’s required” and because she spent most of her time sorting out problems created by Mr Lecaille and Mr Jones which was: “not what I signed up for, so I think it’s time to discuss my options for leaving. … I can't work with you anymore, you continuously consider your position to be greater than mine, undermining me at all times. I'm tired of having the same conversations where you patronise & placate me with 'how much I'm needed bollocks', the pattern of the last 6 + years. So, congratulations, you can do what you want ALL the time now & you can run your company however you wish!” 109. The six-year period referred to in her email notably contradicted her separate explanation noted above that for a long time they had been able to continue working as good friends. 110. On 9 January 2019, Mr Lecaille said he had contacted the Company’s accountant with a view to getting their shares valued. His email referred to Ms Lecaille’s declaration that she was going on garden leave until the matter was resolved. He asked her to refrain from contacting customers, suppliers or employees during that period. He concluded by recognising that it was a difficult time for them both and expressed his desire for both their sakes that the matter could be concluded quickly. 111. Ms Lecaille’s response was less than positive, telling him to refrain from speaking to her as if she were a dismissed employee. This prompted Mr Lecaille to inform her that she had no contractual entitlement to self-declare a period of garden leave, but that as she had declared that to be the reason for her absence, the limitations he had requested on her conduct were consistent with such an arrangement. She replied: “Then I am on sick leave until such time as it is agreed that you buy me out, which of course is unlikely to happen as you cannot afford to do so. If no agreement is established, I will have no option other than to return to work. Please note that you also have director obligations which you continuously fail to comply with. Your current attempt to try & remove me is noted and your actions over the last 6 odd years to undermine me, and overrule me will be provided to a court should this issue remain unresolved and end in deadlock.” 112. It thus appears from the documentary evidence, that Ms Lecaille’s insistence that she could no longer work with Mr Lecaille and that he would consequently need to buy her out, was swiftly altered in her narrative to his alleged conduct being motivated by a desire to remove her. Although the possibility of Mr Lecaille purchasing her shares was raised on a few occasions, I saw no evidence of Mr Lecaille harassing or seeking to bully Ms Lecaille into selling her shareholding. 113. Ms Lecaille clearly felt that her role in the business was being progressively undermined by Mr Lecaille and the increasing amount of work that he entrusted to Mr Jones. Her response was to avoid as much involvement with either of them as possible. She insisted that she was continuing efficiently to run the debt recovery and litigation side of the business and to act as its DPO. However, I have already referred to several instances where she apparently failed to respond sufficiently swiftly to various parties such that Mr Lecaille became involved. She then immediately resented and criticised whatever he did. From an operational point of view, her criticism might have been well founded. She was, after all, the person with all the experience in debt collection, litigation and data protection issues. However her attitude was neither realistically nor constructively adopted. She appeared to me to use any engagement with Mr Lecaille to criticise him, whether personally, professionally or both, and/or to assert that his actions were motivated by some Machiavellian desire to get her out of the business. 114. In my judgment, that became a self-fulfilling prophecy. I have already set out, in detail, the many incidents where I am satisfied that Ms Lecaille’s actions unfairly prejudiced Mr Lecaille’s interests as a member of the Company. I have also commented in my assessment of Ms Lecaille as a witness, that it strikes me that she consistently failed and apparently continues to fail to appreciate the damaging and potentially long-lasting effect which her words and actions, often angry and undignified, have on those receiving and witnessing them. 115. Ms Lecaille was clearly outraged by Mr Lecaille’s behaviour surrounding their separation and divorce. Other than the allegations she made about that in her emails to Mr Lecaille at work (from her own work email account and often sent during the working day) there is no evidence before me of that behaviour. That is with good reason. Whilst it is extremely difficult for a husband and wife not to bring their domestic disputes to work, the professional nature of a working relationship, particularly in a company which employs independent third parties, should be kept away from the business. It was for them, in accordance with their equitable duties of good faith and their statutory duties as directors, to put that conduct to one side and act professionally for the sake of the Company’s business, its customers, suppliers and employees. 116. Regrettably, Ms Lecaille’s temperament, possibly exacerbated by her mental health difficulties, appears not to have been suited to such restraint. She flew off the handle in front of, and at, various employees, failed to perform her functions consistently, constructively and in close cooperation with others working in the business, neglected her own responsibilities and, in anger, abused her access to the Company’s bank account and her control of the Company’s Xero accounting system, in each case, to the potential detriment of the Company and its employees. 117. Both parties appeared to recognise that before their separation they had been able to work well together. The contemporary documentary evidence gave me the clear impression that Mr Lecaille would have been more than happy for Ms Lecaille to continue to perform her role within the Company, provided she did so consistently and constructively. He was also prepared to sanction her absence for up to six months to enable her to try to improve her mental health. Regrettably, again, she abused that trust. Without informing him that she was going to do so, or providing any explanation why she felt able to do so, and whilst still being paid by the Company, she started to work six hours a week at a pub. This resulted in her coming back to work, and then resenting the fact that in the meantime, Mr Lecaille had appointed others to do the work previously entrusted to her. 118. Having very carefully reviewed the written and oral evidence, in my judgment, in Ms Lecaille’s eyes, Mr Lecaille could not do right for doing wrong. Her profound suspicion of his motives and determination not to “give in” to him, blinded her ability to view anything he did in a remotely positive light. Whatever he did or sought to do to protect the Company’s business, she determined to ensure that one way or another it backfired on him. Whilst I accept that some of his decisions in some of the situations may well have been erroneous, that was because he lacked her experience in that particular field. He appeared to me to be doing his best for the Company during her periods of illness and periods when she consistently, verbally abused him and when despite being urged by him to attend to matters falling within her remit, she neglected or refused to do so. 119. When Ms Lecaille was away from the business at the end of 2019, Mr Lecaille allocated her work to others. As noted, I find credible his evidence that he simply wanted her to get well, put aside her personal grievances against him and return to work, liaising constructively with the staff that had been doing her work whilst she was unable to do so and generally fulfilling her part in the business so he could get on with his. 120. I saw no evidence of Mr Lecaille conducting a campaign to remove Ms Lecaille from the Company or actively seeking to undermine Ms Lecaille’s role at the Company. I saw no evidence of Mr Lecaille demonstrating bullying or degrading behaviour towards Ms Lecaille. For reasons which should now be clear, I consider his decision to bring in independent employment consultants and to initiate disciplinary proceedings was not part of an attempt to exclude her from the business. Her conduct towards him, other employees and the Company’s business needed to be addressed and the involvement of an independent third party was by no means unsuitable or irrational. Excluding Ms Lecaille from various aspects of the Company’s business and affairs 121. In my judgment, Ms Lecaille’s demonstrated inability to put the Company’s interests before her personal grievances against Mr Lecaille justified his decision to remove her access from the Zatpark system. By removing funds and access to the Xero software, she had exhibited the extent to which her anger could so cloud her judgment that in lashing out, she might use her access to Company systems to damage the Company’s business. 122. Whilst Ms Lecaille asserts that such exclusion prejudiced her interests as a member in the Company’s affairs, in my judgment and for the reasons set out in the preceding paragraph, it was not unfair. Ms Lecaille’s access to the systems was restricted in order to protect the Company’s business from any further damage which she might decide to visit upon it during another period of unrestrained anger. As Sir Donald Rattee held, when dismissing the petition in Woolwich v Milne [2003] EWHC 414 (Ch), where Mr Woolwich had belittled and harassed staff, “Mr. Woolwich brought his removal from the board on himself. His conduct was the cause of the breakdown of the original relationship of mutual confidence between him and his fellow shareholders, and I can see nothing unfair in his removal in the interests of the company's business.” Mr Jones’s promotion 123. Ms Lecaille complains that in December 2020/January 2021, Mr Jones was promoted by Mr Lecaille to take over the day to day running of the business. Ms Lecaille states: “I had no say in this and was railroaded into the decision, but Jonathan thought it was the right thing to do to ‘assist’ me.” 124. Ms Lecaille’s evidence explains that between May 2020 and September 2022 she worked primarily from home. She complains that she was not invited to any directors’ or management meetings. She fails to recognise that it was within her gift, as a director of the Company, to call a board meeting and thereby to start to assume a wider involvement in the business. The email which Mr Lecaille sent to all staff on 4 January 2021 thanking them on his and Ms Lecaille’s behalf for their work during the challenging, previous year, did not refer to Mr Jones having been promoted, but did say that he wanted to remind everyone of the company structure “and to provide some clarification going forward”. He stated: “The overall management and day to day running of the business is carried out by our Operations Manager, Scott Jones. With financial planning, strategic planning, marketing, market share growth, future tendering and litigation/debt recovery remaining the overall responsibilities of the Directors.” 125. If, and to the extent that Mr Jones was promoted, it was a decision that should have been taken jointly by Mr and Ms Lecaille. However, Ms Lecaille appeared to be limiting her involvement with the Company to working from home on debt recovery and litigation. Mr Lecaille’s email to the staff clearly set out that that work would remain the overall responsibility of the Company’s directors. The business and its employees needed active management. Ms Lecaille had said she did not want to spend time in the office and Mr Lecaille frequently had to be away from the office at sites and with clients. It appears that Mr Lecaille did seek to discuss or at least inform Ms Lecaille about Mr Jones’s role before announcing it to staff. She considered that she was “railroaded” into the decision but she provides no evidence of any steps that, as part owner and co-director of the Company, she took to formally object to it, stop it or provide an alternative solution. 126. I do not consider that in procuring that Mr Jones would act as operations manager in the office, performing functions which Ms Lecaille did not volunteer to perform, her interests as a member of the Company were unfairly prejudiced. Saphe Services / SSL 127. From March 2022, Mr Lecaille began trading under the name “Saphe Services” and incorporated SSL in March 2023. The Company’s business is to provide parking enforcement services. It uses its CCTV cameras as part of its work managing parking areas on behalf of clients. It is a member of a regulatory body, the International Parking Community (“IPC”). Mr Lecaille explained in his evidence that unlike the Company, SSL sells CCTV cameras to customers and provides other, non-parking related premises management services. Whilst SSL’s customers include housing associations and landlords, SSL does not offer or undertake to monitor or enforce car parking arrangements. SSL does not issue PCNs. 128. Mr Lecaille’s uncontested evidence was that the Company would not be able to provide, to its largest customer, the services that SSL offers. That is because the Company’s arrangements with that customer are pursuant to a “Concession Arrangement” that, he said, precludes the customer purchasing additional services from the Company. A breach of that provision would give rise to a breach of procurement regulations. 129. Mr Lecaille explained that a friend, who was not one of the Company’s clients, effectively brought the business opportunity to his attention when he asked Mr Lecaille to install CCTV cameras at two businesses owned by him. He installed them out of business hours. His evidence is that he continues to operate SSL during weekends and evenings. 130. Despite the court’s attention being drawn to the similarities between the Company’s and SSL’s website and the apparent similarity in the businesses conducted by each entity (one relying on CCTV footage and the other selling CCTVs, both, in some cases, to housing associations) in my judgment, Mr Lecaille’s evidence regarding the differences in the businesses and the reasons why the work undertaken by SSL could not, in some cases, be performed by the Company, was not undermined in cross-examination. 131. The work undertaken by SSL was not already being undertaken by the Company and then diverted away from it. SSL provides different services to those provided by the Company, in some cases, providing them to clients of the Company and using some of the same suppliers as the Company. Ms Lecaille clearly stated that she no longer wanted to work with Mr Lecaille. There was no obligation on Mr Lecaille to direct this new business opportunity selling, rather than monitoring CCTV cameras towards the Company. 132. However, whilst Mr Lecaille’s evidence clearly states that SSL has not made use of any of the Company’s resources, he almost immediately contradicts the statement by conceding that the Company made payments on SSL’s behalf totalling £20,622.43. He highlights that the payments have been returned. In my judgment, the use of the Company’s account, even temporarily, to meet SSL’s expenses constitutes a breach of Mr Lecaille’s duty as a director of the Company to use his powers for a proper purpose. However, as the schedule of payments reveals a net payment of £268.50 due to SSL from the Company, in my judgment, Ms Lecaille has failed to show that the breach unfairly prejudiced her interests. 133. Provided Mr Lecaille has continued to dedicate normal working hours to the Company (and there is no evidence before me that he has not) in my judgment, his decision to pursue the business conducted by SSL did not unfairly prejudice Ms Lecaille’s interests as a member of the Company. Unauthorised withdrawals 134. Both parties claim that the other has made unauthorised withdrawals from the Company’s bank accounts. Both claims appear to be well-founded. I have already noted (a) the extent to which, notwithstanding her undertaking, Ms Lecaille continued to use Company funds to meet personal expenses – in particular to fund her and her companions’ attendance at trial; and (b) that Ms Holmes confirmed that both parties had instructed her to pay for builders with Company funds. Ms Lecaille confirmed that when she withdrew money from the Company’s account, she ensured that a corresponding entry was recorded in her director’s loan account. Such evidence as I saw in relation to these matters demonstrated that, not uncommonly in a small business (especially those set up by family members), the parties were, for the most part, content to rely upon their mutual trust and duties of cooperation to permit such transactions within assumed parameters, informally to be entered into. 135. In my judgment, this claim in respect of Mr Lecaille’s conduct does not, therefore, amount to unfairly prejudicial conduct of the Company’s affairs that unfairly harmed Ms Lecaille’s interests. For the avoidance of doubt, however, it remains the case that Company money used by either party to meet personal expenses, should be properly recorded as a director’s loan. Procuring the lease of a c£50,000 car without Ms Lecaille’s consent 136. Ms Lecaille’s evidence explains that in the early days, the Company provided both of them with a company car, but that around August 2019, Mr Lecaille suggested it would be financially beneficial not to have them paid for by the Company, whereupon they took on vehicles as personal expenses. She states that despite this, Mr Lecaille changed cars every two years and arranged for the Company to pay for them. She states that she agreed, around March 2020 to the Company purchasing a van which Mr Lecaille could use to transport signage to monitored sites, and that the van was sold in August 2021. However she did not agree to the Company continuing to fund cars for him and her petition complains that he entered into a lease of a £50,000 car at a monthly cost to the Company of approximately £1,500 without consulting her. Ms Lecaille provided evidence of a settlement quotation from August 2024 seeking £41,323 in respect of a hire purchase agreement for an Alfa Romeo, what appears to be a sale agreement for that vehicle to We Buy Any Car on 10 September 2024 and an invoice for a double-cab Ford Ranger costing £41,916 dated 22 September 2024. 137. Mr Lecaille’s evidence is that he drives approximately 25,000 miles per year in pursuit of the Company’s business. I would consider it to be in accordance with the duties of directors of a small company to discuss and agree any arrangement, outside the ordinary course of its business, which would commit the Company to pay amounts which, in the context of that Company’s turnover and financial reserves, could be considered to be significant. In the ordinary course of events, therefore, I consider that Mr Lecaille’s unilateral decision in 2024 to commit the Company to purchase a new vehicle breached the duties of good faith that he owed to Ms Lecaille and breached his duties as a director only to use his powers for proper purposes. However, in circumstances where (a) Ms Lecaille was aware, whilst still actively involved in some of the Company’s day-to-day business, that despite his recommendation that they move to owning their vehicles personally, Mr Lecaille continued to have access to a vehicle funded by the Company and yet apparently took no steps at the time to terminate the arrangement; (b) Mr Lecaille clearly travels a significant number of miles on Company business; (c) the vehicle taken on by him without her consent in 2024 was of a similar value to the one he previously had (and possibly now, being a high-end pick-up style of vehicle perhaps also facilitates transporting signage etc – although I have no evidence that it has obviated the need for a van), I do not consider that any prejudice to her interests as a member of the Company can be said to be unfair. Failing to maintain separate client accounts for each of the Company’s clients. 138. This is raised in Ms Lecaille’s counter-petition as an example of Mr Lecaille’s unfairly prejudicial conduct, but very little is said about it and I have been provided with no explanation of how such conduct, if correct, has unfairly harmed Ms Lecaille’s interests as a member of the Company. Ms Lecaille does not refer to any statutory or regulatory requirement for such separate accounts to be established. I reject this element of her claim. Claims in relation to proposed sale of shares to PP 139. I have already explained why matters concerning a potential sale of the Lecailles’ shares do not comprise the Company’s affairs for the purposes of section 994 of the CA06. Consequently, any decision by Mr Lecaille not to involve Ms Lecaille in negotiations or to seek to purchase her shares for substantially less than he was hoping the PP would be prepared to pay for them, cannot amount to unfair prejudice within the meaning of section 994 of the CA06. 140. However, having heard evidence on the issue, and as involves my assessment of Mr Lecaille’s evidence, I shall briefly expand upon the claim and defence. 141. In January 2023, Mr Lecaille engaged in discussions with PP regarding a potential sale of the Company. Mr Lecaille provided PP with sensitive information regarding the number of PCNs issued, the Company’s most recent balance sheet, revenue and procedures. On 25 January 2023, PP wrote to him stating that he had mentioned in their preliminary conversation that he was looking for £3.5 million in respect of the business. PP asked him to explain this figure. 142. Mr Lecaille replied to say that the figure was based purely on his future needs, that PP may attribute a different value to the business but: “Personally, I would need to see a net of 2m to walk away and live my life.” 143. Mr Lecaille did not inform Ms Lecaille about any of these discussions. He stated during cross-examination that he was reluctant to do so for two reasons. First, because he feared that she might act erratically and frighten off the PP. He chose instead to wait until after he had negotiated an offer which she could calmly and objectively consider. In light of my findings regarding Ms Lecaille’s unmeasured, uncooperative and contrary conduct in the years between the divorce and these negotiations, I accept this to be a reasonable explanation which might have motivated Mr Lecaille to consider that it would be in their best interests not to inform her of the approach from PP at the start. My view is reinforced in the light of Ms Lecaille’s conduct in relation to an offer from another prospective purchaser in April 2024 when she refused to permit data to be released, claiming it included falsely inflated figures but was then unable, during cross-examination, to explain or demonstrate how or why she believed that to be the case. 144. The second reason Mr Lecaille gave for not informing Ms Lecaille about his discussions with the PP was because he did not think that they would come to fruition. He described the prospect of a sale to the PP as a pipe dream and said that he was giving the PP sufficient information, in case it transpired in the future that they might be interested in the business model, then they would have all the relevant details to hand. 145. However reasonable I accept it was for Mr Lecaille not to involve Ms Lecaille in the negotiations for fear that she might potentially prejudice them at an early stage, I did not find all of his evidence regarding his sale aspirations to be candid. At the same time that he was leading PP to believe that he (notably not he and his fellow shareholder) would be looking for a figure of not less than £2 million for the Company, on 6 February 2023, Mr Lecaille wrote to Ms Lecaille stating: “May I ask what your plans might be in relation to your future with the business please. My offer of £400,000 is still available to you with an initial deposit of £30,000 available immediately. Minimum monthly payments would equate to £3,083.33 but I would look to either increase this as and when I could, or should a lump sum be available, aim to clear the balance down for you as soon as possible. … If you have indeed decided not to sell your shares, then we will need to work out what you will be doing for your monthly salary, as you will appreciate any business cannot simply, and indefinitely, pay an employee who is not working.” 146. During cross-examination, he sought to justify his failure to disclose his exchanges with the PP to Ms Lecaille when renewing this offer, on the basis that the PP had not yet actually made an offer, so he: “… was seeing how serious she was about selling her shares. If [PP] had come back with a higher offer, that £400,000 would have increased. Even if I’d bought her shares for £400,000, if I then got £2million, I’d have paid her extra because she’s a parent of our children.” 147. Bearing in mind the timing and the interest which he was hoping to instil in the PP, I did not find this answer credible. By then, Ms Lecaille had not been actively involved in the business for an extended period of time. She was continuing to receive her full salary and I am far from convinced that if she had accepted £400,000 for her shares, Mr Lecaille would nevertheless have been prepared to give her more money or even half of any amount that he hoped to receive for 100% of the shares in the not too distant future. 148. It appears from Mr Lecaille’s witness statement that the PP made an offer to buy the Company on 31 May 2023 for £2.5 million. That offer was confirmed in principle, in an email dated 6 June 2023. It was not immediately communicated to Ms Lecaille. 149. A formal offer letter, addressed to both shareholders, was dated 29 June 2023. Ms Lecaille did not learn of the offer until 11 July 2023 when it was communicated by Mr Lecaille’s solicitors to her solicitors. Mr Marsden sought, during cross-examination, to suggest that Mr Lecaille’s solicitors had “let the cat out of the bag” without instructions. The evidence before me does not lead me to reach that conclusion. During re-examination, Mr Lecaille explained that the address to which the letter was sent is that of a registered office service provider. He said that it often takes several days for letters to be delivered from there to the Company’s office, and that consequently, if it was posted by the PP on Thursday 29 June 2023, it may well not have reached the Company’s operational office until, at the earliest, the end of the week commencing 3 July 2023. 150. Ms Lecaille refused to accept the offer within its original deadline and failed to respond to renewed enquiries after the deadline had been extended. For this reason and as the sale discussions do not comprise the “affairs of the Company” for the purposes of section 994, other than in relation to my assessment of Mr Lecaille’s evidence, the matter becomes academic. Mr Lecaille remains in a situation where the Company may only be transferred via a share sale with Ms Lecaille’s agreement. New premises 151. The Company formerly leased office premises at Whiting Road, for £9,030.33 per month (including service charges, rates and utilities). Mr Lecaille found new premises that he considered would be suitable and which could be rented for only £4,191.56 per month (including rates and utilities). The new lease required the Company’s directors to enter into personal guarantees. When Ms Lecaille refused to commit to such an onerous personal obligation “for a company that you have made almost insolvent and which you are about to take me to court to have me removed from”, Mr Lecaille decided that SSL would lease the same premises, he would personally guarantee the obligations contained in the lease and then SSL would sub-let them to the Company. 152. Ms Lecaille is thus correct that Mr Lecaille entered into a sub-lease of premises without consulting her. However, as she refused to facilitate such a significant monthly saving in rent, I reject her claim that any prejudice she suffered by not being consulted about the alternative arrangements was unfair. Appropriate form of relief 153. Both parties petition the court to make an order requiring Mr Lecaille to purchase Ms Lecaille’s shares. 154. I have found that Ms Lecaille’s conduct unfairly prejudiced Mr Lecaille’s interests as a member of the Company. Beyond making any order, if the parties consider it necessary, to ensure that all personal expenditure is properly recorded in the directors’ loan accounts, I have found no conduct which would require adjustments to be made to “add back” or “detract” from the value of the shares. 155. The only remaining issue is the date by reference to which Ms Lecaille’s shares should be valued. She proposes that the court should adopt as the relevant date, mid-2023, when the PP offered to purchase the entire issued share capital net of debt, for £2.5 million. However, Ms Lecaille herself refused that offer, initially on the basis that although she had full access to the Company’s Xero software, she did not consider that she had sufficient information to decide whether the offer was reasonable. Her access to the Company’s other systems was restored before the extended deadline expired. Even after that, she obtained an order from ICC Judge Prentis allowing her to have access to any information she required to consider the offer, but did not then exercise the right given to her by the court. 156. Ms Lecaille decided, instead, to allow this litigation to run its course. It was a risky strategy that may not have paid off. I understand that now, two years down the line, the PP is not prepared to make any further or renewed offer until the Company knows whether one its largest customers, whose business accounts for approximately 60% of the Company’s income, will renew its contract. 157. It falls to me, in the exercise of my discretion, to determine a valuation date that is fair on the facts. The facts of this case have suggested to me no reason to provide that the shares should be valued any earlier than the date on which the purchase order, consequent on this judgment is made. That, therefore, will be the relevant date. END