Peter Waddell and another v Bluebell Cars Holding and others

Successful unfair prejudice shareholder claim despite gross misconduct being proven against the claimant and dismissal upheld

Peter Waddell built Big Motoring World from nothing into one of the UK’s best known used car dealership groups. In 2022 he sold a minority stake to the private equity investor Freshstream, which was given a call option to step up to a majority holding later on. Freshstream chose not to exercise that option, and relations between Mr Waddell and the investor deteriorated. In March 2024, Freshstream conducted an independent investigation into Mr Waddell’s conduct. He was suspended and, in April 2024, summarily dismissed for gross misconduct. Three sets of proceedings followed: an unfair prejudice petition under section 994 of the Companies Act 2006, an employment tribunal claim (stayed) and a High Court claim for wrongful dismissal. The trial ran over 28 hearing days between February and April 2026.
 
The Court found that Mr Waddell had committed multiple acts of gross misconduct, including harassment, bullying and one act of direct race discrimination, and that his summary dismissal was valid, so the wrongful dismissal claim failed.

Yet the unfair prejudice petition succeeded. The judge found that two of the individuals who drove the process, Mr Vaughan and Mr Fardad, had breached their duties as directors and acted in bad faith in engineering the Material Default Event notice used to remove Mr Waddell, and declared that notice, along with the underlying investigation notice, invalid.
 
Nothing in the judgment suggests the parties ever attempted mediation, despite the dispute spanning three separate sets of proceedings and 28 days of trial. That is an extremely expensive set out proceedings.

In my experience this is exactly the kind of case, high emotion, a fractured working relationship, and a bitterly contested process layered on top of the underlying commercial disagreement, that can benefit enormously from early, skilled mediation. Even if it wasn’t successful, it might well have narrowed the dispute considerably and could have avoided a substantial part of the cost, delay and reputational exposure

Judgment:
https://lnkd.in/eR8QA-hY

Peter Waddell HoldCo Limited v Bluebell Cars Holding Limited and others