Peter Waddell Holdco Ltd v Bluebell Cars Holdco Ltd [2024] EWHC 1627 (Ch)
1st July 2024
Edward Davies KC acted for the Defendant companies in successfully defeating an application for the reinstatement of a director following his removal on grounds of misconduct.
Edward Davies KC, assisted by Ben Griffiths, acted for a group of companies that operate one of the largest car dealerships in Britain, trading as ‘Big Motoring World’. The group, and its private equity backer, Freshstream, were sued by the founder of the business, and still its majority shareholder, Peter Waddell.
The proceedings arose as a result of Freshstream’s service of certain notices under the governing shareholders’ agreement. Specifically, Freshtream served a ‘Step-In Notice’ and a ‘Material Default Event (MDE) Notice’. The right to serve the Step-In Notice was triggered due to the group’s failure to meet financial targets. Upon the service of the Step-In Notice, Freshstream acquired enhanced powers to manage the affairs of the group and the veto rights conferred upon Mr Waddell under the shareholders’ agreement were reduced. The MDE Notice was served in the light of the conclusion of an independent investigator that Mr Waddell had been guilty of breaching laws relating to discrimination, harassment, bribery, or corruption, likely to have a material adverse effect on the reputation of the group. The effect of the MDE Notice was that Mr Waddell was removed from office as a director of the group companies.
Mr Waddell brought an application against the group companies and against the Freshstream shareholding entity, Bluebell Cars Holding Ltd (“Holdco”). The application sought interim relief in the form of injunctions to restrain Freshstream from acting pursuant to the Step-In Notice and the MDE Notice, to restore Mr Waddell’s full rights of veto and to reinstate him as a director.
Please click below to read the summary written by Edward Davies KC and the full Judgment.
