PT-2024-000315 - [2025] EWHC 3011 (Ch)

Breakdown in relations at Millpledge

The genesis of this claim is the complete breakdown in relations between Nathan and Leah – on the one hand – and the other members of the board of Millpledge, including Paddy – on the other – that occurred following Graham’s death.

Although the company level dispute is the principal occupation of the more than 400 pages of witness statements that have been filed in these proceedings, it is clearly not the function of the court either to attribute blame or to grant relief in respect of that dispute. Accordingly, it is neither necessary nor helpful for me to undertake a blow-by-blow account of the company level dispute. For the purposes of resolving the Claimants’ claim to replace the Trustees, the following is a sufficient summary of the dispute.

Nathan and Leah worked for Millpledge for many years before Graham’s death. Leah’s evidence is that she joined the Group “formally” in 1999, but that she had worked in the business since the age of 12. Nathan’s evidence is that he began working in the business at the age of 16. He says that in 2011 he volunteered to move to the United States to develop Millpledge’s business there. He has since lived in the United States, and worked for Millpledge’s US subsidiary from that date until his dismissal as an employee in 2024.

Following Graham’s death, Paddy assumed the role of Chairman of the Group. Almost from the outset, it seems that relations between Nathan and Leah – on the one hand – and Paddy – on the other – deteriorated. Tensions also quickly developed between Nathan and Leah and the other directors, Mr Wood and Mr Talbot. In his witness statement filed on behalf of the Defendants, Mr Talbot describes a “hostile work environment”, responsibility for which he attributed to Leah.

One particular source of tension was a disagreement as to a cap which the Trustees placed on ‘profit share’ payments to the directors – including Nathan and Leah – of 1.5 times base salary. Mr Talbot’s evidence is that the cap was imposed in order for the business to conserve cash during a difficult period of trading caused by the COVID-19 pandemic. Nevertheless, it is apparent from contemporaneous emails that Nathan was very unhappy with the imposition of the ‘profit share’ cap. Nathan was also unhappy as to the exchange rate that was used to calculate his compensation.

During 2022, relations continued to sour between Nathan and Leah, and Paddy. Nathan’s evidence is that, in October 2022, certain of his responsibilities were removed from him and given to Mr Talbot and Mr Wood. There was also some tension with the other Trustees – Nathan says that he sought to meet separately with Maldwyn and Sarah, but that he was rebuffed: Paddy told Nathan that the Trustees had to act unanimously, and that any meeting with the Trustees should therefore be with all of them.

On 28 April 2023, Mr Wood sent an inflammatory email addressed to Mr Talbot, but also sent to Paddy, Nathan, and Leah, referring to Nathan and Leah as “the 2 fucking overpaid idiots.” Leah’s evidence is that in May 2023 she and Nathan then raised a grievance about Mr Wood, and she asked Paddy to suspend Mr Wood for a week and to have his laptop searched. She says Paddy refused to do so. By contrast, the Defendants’ evidence is that there had been (in Mr Wood’s words) “a lot of unrest and complaints” concerning “the way that Leah had conducted herself in her role”, and which needed to be investigated.

In July 2023, the company wrote to Leah setting out various complaints about her performance as HR Director. It is unnecessary for the purposes of this judgment to particularise the complaints, but they related to various alleged failings in Leah’s performance of her role. She attended a disciplinary hearing on 20 July 2023. On 26 July 2023, the company then wrote to Leah notifying her of her termination as a director of the company. Leah appealed. The appeal was handled by an external HR consultant. On 28 September 2023, the appeal was dismissed. The appeal outcome stated that grounds for dismissal existed. Leah remained as an employee of the company, with some of her functions being reassigned (although Leah’s employment of the company has been terminated since the commencement of these proceedings).

Relations between Nathan and the other board members were on a similar downward trajectory. In July 2023, the board decided to bring in an external consultant called Charles Hudson. This seems to have been a reaction to the possible loss of a relationship with a US distributor, which would have threatened Millpledge’s US revenues. The Claimants allege that Leah’s removal as a director was “planned” and was done in order to “make financial space for Charles Hudson.” That is denied by the Defendants. Nathan also says that, from August 2023, Mr Hudson began to carry out many of his responsibilities.

In November 2023, the board decided that Nathan should concentrate exclusively on the North American market to transition to smaller distributors, removing his responsibility for purchasing and design. The Defendants say this was a rational commercial decision. The Claimants say it was an attempt to undermine Nathan.

In January 2024 Mr Talbot records a personal incident involving contact by Nathan with a member of Mr Talbot’s family who had recently suffered a mental health crisis. Mr Talbot treats the contact as reckless and damaging. Nathan’s position is that he was intervening because of social media posts about Millpledge made by Mr Talbot’s family member. The incident caused yet further hostility between Nathan and the other board members.

By early March 2024 the company had, on the Defendants’ evidence, obtained UK and US employment law advice in relation to Nathan. On 6 March 2024, Nathan’s employment was terminated with immediate effect, and he was removed as a director of the company. The termination letter sets out various allegations of misconduct and poor performance by Nathan, all of which he disputes. It is unnecessary to particularise those allegations in this judgment.