Lecaille v National Parking Enforcement Ltd – A Quasi Partnership Company Dispute

Divorced Couple Lose Chance to Sell Quasi Partnership Company for £2.5 million

Jonathan and Julie Lecaille set up National Parking Enforcement Limited together in 2012. At the time, they were husband and wife. The company used CCTV cameras to monitor private car parks on behalf of clients and issued Parking Charge Notices (PCN’s) to drivers who broke the rules. Over the years, the business grew to cover roughly 300 monitored sites and issued around 1,000 PCNs a month. 

The couple split the company evenly and each held five of the ten issued shares but they never signed a shareholders’ agreement. They relied on an informal understanding of who did what. Ms Lecaille took on data protection, debt recovery, and litigation against non-paying drivers. Mr Lecaille handled the wider operational side of the business, including client relationships and staffing. 

For more information, please read the full case on Lecaille v National Parking Enforcement Ltd & Anor [2025] EWHC 2281 (Ch) 

Separation, Divorce, and a Business That Carried On

Mr and Ms Lecaille separated in 2016 and then divorced in March 2018. Their shares in the company were not addressed as part of the divorce settlement and both remained directors and shareholders. For years afterwards they continued turning up to work in the same small business together. 

At one point, Mr Lecaille suggested they formalise the arrangement with a written shareholders’ agreement. He drafted one, but it wasn’t signed.

Psychiatric Assessment and Blackmail

In early 2019, a disagreement over a police request for CCTV footage triggered Ms Lecaille to announce she was thinking of leaving the business. Mr Lecaille responded by contacting the company’s accountants to get their shares valued, on the assumption a split might be coming. Ms Lecaille, in turn, put herself on sick leave, saying she would only return once Mr Lecaille agreed to buy her out. 

In April 2019, Ms Lecaille confronted Mr Lecaille in front of around fifteen staff members, calling him a narcissist and distributing personal emails between them to shocked colleagues.  

In June 2019, Ms Lecaille withdrew £35,000 from the company’s bank account without any notice. This was close to the entire balance at the time. She told Mr Lecaille she would only return the money if he agreed to certain conditions, including submitting to a psychiatric assessment and she returned the funds the following day. 

Ms Lecaille later took time off due to stress and depression linked to the breakdown of the marriage. While off sick, and still drawing a full salary from the company, she took on a part-time job at a local pub without telling Mr Lecaille. 

Between 2019 and 2022, the working relationship deteriorated further. Ms Lecaille cancelled around 9,000 outstanding PCNs from the company’s system, saying they were too old to be worth pursuing. She stopped sending new batches of unpaid notices to the company’s solicitors after August 2021, leaving roughly 32,000 PCNs unpursued. In September 2022, she cut off Mr Lecaille’s and the company’s accountants’ access to its accounting software for several weeks. 

A New Business, a New Car, and New Premises

While all this was happening, Mr Lecaille started a separate venture. In March 2022, he began trading as “Saphe Services,” later incorporated as a limited company, selling and installing CCTV systems to housing associations and landlords. He said the new business offered services the parking enforcement company could not provide to its own clients, due to contractual restrictions with its largest customer. 

He also entered into a lease for a car costing around £50,000, funding the payments through the company, without consulting Ms Lecaille. When the company’s lease on its offices came up for renewal, he arranged cheaper premises through his separate company, again without her direct involvement, after she refused to personally guarantee the new lease.

A Quasi Partnership Company Dispute

The Offer To Purchase Rejected

In January 2023, Mr Lecaille started communication with a third-party purchaser, referred to in the judgment only as “PP.” He shared sensitive financial information, including PCN volumes, revenue figures, and the company’s balance sheet. When asked what price he had in mind, he mentioned a figure of £3.5 million, before clarifying that this reflected his own personal financial needs rather than a formal valuation. He told PP that he personally would need to net around £2 million to walk away. 

He did not tell Ms Lecaille about these discussions at the time. He later explained this was partly because he doubted the deal would come to anything, and partly because he feared she might react in a way that would frighten the buyer. 

While these talks were ongoing, and without mentioning them, Mr Lecaille separately renewed an offer to Ms Lecaille directly: £400,000 for her half of the shares, with an initial deposit of £30,000 and the balance paid down over time. 

By May 2023, PP had made a formal offer to buy the entire company for £2.5 million. A written offer letter followed in June, addressed to both shareholders. Ms Lecaille did not learn of it until July, when it was passed on through solicitors. 

She turned the offer down within the original deadline and did not respond to a later extension, despite obtaining a court order giving her access to whatever company information she needed to assess it properly. By the time of the trial, two years on, PP was no longer willing to make a new offer, pending the outcome of a contract renewal with a client responsible for roughly 60% of the company’s income.
 

The Dispute Reaches Court

With the working relationship effectively broken and no agreement on a way forward, Mr Lecaille issued court proceedings in 2025 under section 994 of the Companies Act 2006, alleging that Ms Lecaille had conducted the company’s affairs in a manner unfairly prejudicial to his interests. Ms Lecaille counter-petitioned, making similar allegations against him. Both asked for an order requiring Mr Lecaille to buy out Ms Lecaille’s shares. 

The case came before ICC Judge Burton over a trial spanning four days in May 2025 and a further day in July. Judgment was handed down on 8 September 2025.

What The Judge Decided

The judge first considered how the company should be characterised in law. She found that, despite having no written shareholders’ agreement, National Parking Enforcement operated as a “quasi-partnership.” That meant the couple owed each other equitable duties of good faith, trust, and cooperation. 

The judge found Mr Lecaille broadly credible, while treating Ms Lecaille’s account with more caution, pointing to several inconsistencies during cross-examination. The judge acknowledged Ms Lecaille’s mental health difficulties but found she appeared unable to recognise the damage her conduct caused in the workplace. 

On the substance, the judge largely found in Mr Lecaille’s favour. The April 2019 confrontation, the many hostile emails sent from Ms Lecaille’s work account, the mass cancellation of PCNs, the failure to pursue 32,000 outstanding notices, the unauthorised bank withdrawal, and an interference with the accounting software were all found to breach her duties as a director and her equitable obligations as a quasi-partner. Each of these, unfairly prejudiced Mr Lecaille’s interests as a shareholder. 

Most of Ms Lecaille’s counter-petition failed. The judge found no evidence that Mr Lecaille ran a campaign to force her out, and held that restricting her access to company systems was a justified response to her own conduct rather than unfair treatment of her. The judge also found that Saphe Services caused no unfair harm, since it served different customers with different services, notwithstanding some improperly commingled expenses that were later repaid. 

One claim on Ms Lecaille’s case succeeded on the facts, but not on the remedy. The judge accepted that committing the company to the expensive car lease without consultation breached Mr Lecaille’s duties, but found the resulting prejudice was not unfair, given his mileage on company business and the couple’s earlier informal arrangements over vehicles. 

The judge also ruled that decisions about whether to accept a third-party offer for the shares fell outside section 994 altogether, since selling shares is a decision for individual shareholders, not something that forms part of “the affairs of the company.” 

A Quasi Partnership Company Dispute

The Outcome and the Valuation Date

Having found substantially in Mr Lecaille’s favour, the judge ordered a buyout of Ms Lecaille’s shares. The remaining question was the date as of which those shares should be valued, not a fixed price. Ms Lecaille argued for mid-2023, tied to the £2.5 million offer she had turned down. The judge rejected that date, finding no reason to value the shares any earlier than the date of the court’s own order.  

Ms Lecaille lost the chance to have her shares valued at a moment when a firm £2.5 million offer was on the table, and was left instead with whatever the company turned out to be worth once the litigation had run its course. 

 

 

Gibbins v Tierney – Director/Shareholder Excluded from a Quasi-Partne...