No proceedings have been issued. I have visited a solicitor to be advised on what the case would be and they've advised it's breach of duty. Basically my partner over the last year has :
* Diverted around £28k of income to his own business without authorisation. I have asked for the return of this on a number of occasions
* Refusing to attend board meetings
* Refusing to enable the business to join a new consortium which will save us around £20k per year (although he's already agreed to this and signed the contract, he will not go to the final meeting that's needed for us to be accepted)
* Made sporadic payments to himself from our account, totally unwarranted and unauthorised
* Has harrassed staff
* Has brought the business into disrepute with suppliers and wrongly informed them we are insolvent (we're not!), to try and damage a project.
Basically the man is mentally unhinged but I want to prevent him from damaging the business further.
The lawyer I saw wanted to proceed straight to barristers and court, but also admitted it would be a very costly procedure. I am more than happy to represent myself / the business in court and I have been advised there is more than enough to prove the case..... but it's a matter of what steps I take from here.
Sorry Alex, I wasn't sure whether this was your speciality.
There is no agreement outside the standard articles that are issued when you start a company, which we did in 2008.
No. There are a number of issues.
1. There is a source of income (commission based where we effectively work as an agent) that this director has diverted solely into a totally separate business owned by himself. This is despite this income being generated under our brand and from our website. This is in the region of £30k per annum and he started to divert this earlier this year. I have repeatedly asked for the return of this.
2. He has made unauthorised payments to himself from the bank account without any justification. This is not in repayment of a DLA nor is it dividends
3. Despite having signed a contract for a new business relationship which will save the business around £20k per year, he now refuses to attend a meeting which is needed to start this new relationship.
4. He has emailed a key supplier, harrassing them and then telling them the business is insolvent and they shouldn't be dealing with us to deliberately railroad a project. This is a complete lie, we are solvent and have no outstanding debts.
5. He has deliberately tried to put a stop to key projects that will move the business forward.
6. He refuses to attend director's meetings and has not been in the office since Spring.
7. He has harrassed staff with warning letters (totally unjustified) and threats.
These are just a few of the issues, but in essence it's the two issues that are costing the business a large amount of money that are key (points 1, 2 and 3). His behaviour is damaging the business financially as well as bringing it into disrepute with suppliers.
I am not exactly sure how much we have lost due to him diverting funds from the commission - he has ensured I have been blocked from all information apertaining to this. Going from previous years however it would be around £2-2.5k per month so an estimate of £20-£22k would be conservative in our last financial year (which ended 30th November)
Because of his refusal to attend the meeting to start the new business relationship, we have lost in the region of £20k in our financial year.
He has taken in the region of £5k from the bank account either as a direct payment to his own bank account, or payments to suppliers for items apertaining to another business, which he has paid from our account (and for which he is refusing to provide invoices).
These losses will be experienced each year if this isn't stopped / reversed.
I should add at this point that it is highly likely this director is using the business as a form of emotional control over me rather than being particularly interested in the business - the result of a long expired but bitter personal relationship. My interest is not in the emotional side of it, I simply want to keep the business on track and performing to the best of its abilities, hence the need to start action for breach of fiduciary / director's duties.
In the last financial year, c.£45k
Thanks Alex. Would you recommend trying mediation ('Alternative Dispute Resolution') first, or going straight to court?