Derbyshire school friends MBE row ends in £21m shares ruling

Adrian Fewings was awarded an MBE for services to business and the community

A man fell out with his business partner and school friend over the awarding of an MBE, a court heard.

Adrian Fewings and Martin Poulter founded Derbyshire Aggregates in 1984 when they were both 26.

Mr Fewings, from Buxton in Derbyshire, was awarded the honour in June 2018, after which they fell out "irretrievably".

The High Court ruled either the company or the directors must pay nearly £21m to buy out shares he and his wife hold.

The pair set up the company in a shed after Mr Fewings was forced to live in a barn following the loss of his parents.

The High Court judgement stated the pair have "for many years now, been wealthy and successful businessmen", with the business currently valued at "between £39.2m and £57.9m".

But the awarding of Mr Fewings's MBE, for services to business and the community, became "the immediate cause" of their dispute.

"[Mr Poulter] did not consider that [Mr Fewings] deserved the honour and felt that it brought dishonour on the company," the judgement stated.

• Latest news and stories from the East Midlands

After spending a week at his house planning a "confrontation", Mr Poulter "brought pressure" on Mr Fewings to resign.

The Hon Mr Justice Fancourt said Mr Poulter "made a threat he would report financial wrongdoing" by Mr Fewings and others to HMRC and the police, which he said "contained a clear threat" of prosecution and revocation of the MBE.

"I find that what happened on the morning of 18 June [2018] was not just a meeting where one of the participants was taken by surprise: it was an ambush and had been planned as such," he said.

Mr Fewings formally resigned as a director after a second meeting on 20 June 2018, and a contract was sent for the sale of shares held by him and his wife at an agreed price on 4 July.

Later that year, in September, solicitors on his behalf wrote to other directors saying Mr Poulter was trying "unlawfully to manipulate" him "by actions that included extortion and blackmail", but they refused to reinstate him to his former position.

The judgement, published this week, said both Mr Fewings and Mr Poulter admitted dishonesty in their financial dealings, adding an investigation by HMRC is under way.

A HMRC spokesman said it could not comment "due to the law around taxpayer confidentiality".

'Gratuitously vindictive comments'

Judge Fancourt ordered Mr Poulter to pay "a fair price" for the shares of Mr and Mrs Fewings, which was calculated as £20.85m.

He found that although Mr Poulter "was genuinely aggrieved" by the MBE, it was being used "as a pretext" to get Mr Fewings to resign as a director, with a draft email giving him "a choice between going quietly and exposure of serious financial wrongdoing to the police and HMRC".

"Although [he] was willing in principle to sell his stake in the company, he would not have resigned until a satisfactory price had been agreed," the judge said.

"[Mr Fewings] resigned from the company because he knew that he had no real option: he could no longer work with [Mr Poulter] and he could not be bought out without resigning."

The judge also said evidence from Mr Poulter and other colleagues on Mr Fewings's "alleged lack of continuing involvement" in the years leading up to the dispute "was exaggerated", while comments on his personality contained "gratuitously vindictive comments".

While finding allegations Mr Fewings "behaved in a vulgar and venal way, making shows of his wealth, only being interested in having more money, and being tactless to both staff and business associates" were "at least partly true", he said there were no indications it affected his work.

"Although they may increasingly have regarded [his] personal behaviour with distaste, that is not the same as a loss of trust and confidence in business matters," he said.

"Quasi-partners do not need to be friends."

A company spokesman said: "The directors of Derbyshire Aggregates Limited (DAL) are content with the outcome of the recent ruling over the dispute between the shareholders.

"DAL is pleased that this dispute has now been resolved and that the business is now prepared to buy the Fewings out upon the basis ordered by the court."