Nick MacLeish, assisted by Toby Walker, acted for Guy Rodliffe and Home & Office Fire Extinguishers Limited in this family dispute and a battle for management of the former family company.
Guy Rodliffe maintained that his older brother, Simon, 50, seriously assaulted him at their company’s offices in Saffron Walden in June 2008, leaving him with serious head injuries following an attack from behind with a claw hammer. Simon Rodliffe was cleared by a Jury at Chelmsford Crown Court in September 2009 and claimed that his brother Guy had concocted the allegations.
On advice, Guy and Home & Office Fire Extinguishers Limited had terminated Simon’s employment in January 2009, but could not terminate his directorship because they were 50/50 shareholders in the company. Following acquittal, the dismissal was challenged by Simon’s lawyers and proceedings were issued against Guy, seeking substantial damages.
Guy was advised to present a minority shareholder’s petition for determination of the issues and seeking an order of the court that he should have control of the company, his brother Simon must resign his directorship and sell/transfer his shares to Guy.
The case came before HHJ Nicholas Strauss, QC sitting as a Deputy Judge of the High Court Chancery Division/Companies Court in February and Judgment was handed down on 4 April 2012. The Judge held on the balance of probabilities that Simon had attacked his brother Guy in June 2008 and on the basis of the evidence including strong forensic evidence adduced by Edwards Duthie Shamash, the Judge found that the evidence was consistent with Guy’s account of the attack and inconsistent with Simon’s evidence.
As a result, the Judge found that Simon was not entitled to his back-salary since January 2009, because he had disabled himself from working as his bail conditions prevented him from going to the company’s premises and the attack had made it impossible for Simon to work with his brother Guy and therefore impossible for Simon to carry out his duties to the company.
The Judge said:-
“There is, in my view, no doubt that Simon’s actions constituted a repudiatory breach of his contractual duty to act faithfully in the interests of the company. This was an attack carried out on the company’s premises on a fellow director and employee, with whom he had to work closely if he was to carry out his duties, and it was motivated by anger at the victim’s decision on a company matter.”
“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 Rodliffe had become obsessed with the online fantasy game EverQuest and was pushed over the edge by a combination of money worries and his fascination with online roll-playing games.
The Judge went on to decide that Simon must sell his shares in the company to Guy for £113,321 and dismissed Simon’s claims and counterclaims.
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