The founder of the country’s largest used car supermarket Peter Waddell, whose holding company is its majority shareholder, tells AM about the ownership, leadership and governance changes he’s pursuing as the High Court prepares to decide the remedy in his successful unfair prejudice case.
Big Motoring World’s board changed quickly after the High Court delivered its July judgment in the dispute over Peter Waddell’s removal from the business.
Companies House filings record the termination of Reza Fardad’s appointment as a director of Bluebell Cars Topco on August 7. Big Motoring World subsequently confirmed a wider reshuffle: Freshstream’s James Cartwright replaces Fardad on the board, David Thomson joins as a non-executive director and Fraser Pearce was installed as non-executive chairman.
The founder of the country’s largest used car supermarket Peter Waddell, whose holding company is its majority shareholder, tells AM about the ownership, leadership and governance changes he’s pursuing as the High Court prepares to decide the remedy in his successful unfair prejudice case.
Big Motoring World’s board changed quickly after the High Court delivered its July judgment in the dispute over Peter Waddell’s removal from the business.
Companies House filings record the termination of Reza Fardad’s appointment as a director of Bluebell Cars Topco on August 7. Big Motoring World subsequently confirmed a wider reshuffle: Freshstream’s James Cartwright replaces Fardad on the board, David Thomson joins as a non-executive director and Fraser Pearce was installed as non-executive chairman.
Pearce is described as a retail turnaround specialist – the sort of appointment often labelled a “company doctor”. More importantly, his arrival separates the chairmanship from day-to-day executive leadership. Laurence Vaughan, who had held the chair, remains chief executive.
Big Motoring World said the changes followed “a review of governance arrangements” and stressed that there had been no change to the group’s operational management.
Fardad therefore no longer has a direct role at Big Motoring World, although he remains a director of Big’s private equity investor Freshstream. The company said nothing about his departure being caused by the judgment.
The reshuffle answers part of the question that hung over the business when Waddell spoke to AM on the afternoon the ruling was published. He called for both Fardad and Vaughan to leave. Fardad is now out and Vaughan no longer holds the chair, although continues to run the business as chief executive.
Waddell’s ambitions go considerably further. He insists he wants a change in ownership, a substantially reconstituted board and a new chief executive at its helm. He insists though that he does not intend to resume the all-consuming executive role he occupied before his suspension in March 2024.
None of that has yet been ordered by the court. It is Waddell’s stated plan, and much of it depends on what happens at the next hearing scheduled for early November.
First, a remedy – not a rerun of the trial
The 499-page judgment produced a split result that is easy to misunderstand.
Waddell’s holding company, Peter Waddell HoldCo Limited, won its unfair prejudice petition. In plain English, the court found that the way the company’s affairs had been conducted unfairly harmed the rights and interests of its majority shareholder.
Mr Justice Marcus Smith found a “pre-conceived and orchestrated plan” that worked backwards from Freshstream’s aim of obtaining permanent control and removing Waddell without exercising a call option to buy further shares. He ruled that the two notices used in the contractual Material Default Event process were invalid and that Vaughan and Fardad had breached their duties as directors.
The judge added that the plan’s execution was “enormously damaging” to Big Motoring World and that the business had been run “extremely badly and in a state of conflict”.
But Waddell did not win everything. The first step-in notice, through which Freshstream exercised contractual board rights, was valid as the judge found he had committed conduct capable of justifying summary dismissal, stating that he was “properly dismissed for gross misconduct”. So Waddell lost his wrongful dismissal claim.
At the same time, the judge noted that “the process by which Mr Waddell was dismissed was unfair.” That is the key to the apparently contradictory result. The court decided that there were lawful grounds on which the company could dismiss Waddell, but that the wider corporate process used to remove him and secure control was unfairly prejudicial to his holding company.
Asked about the findings on his own behaviour, Waddell told AM that he accepted that the judge had found misconduct, pointing out that he had since completed seven executive management courses.
The judgment settled who was legally at fault on the claims before the court. It did not settle the practical consequences. Mr Justice Marcus Smith said those had to be left to a “consequentials hearing”- the stage at which a court decides what order should follow from its findings.
Waddell’s central request will be for the court to require Freshstream to sell its shares to him, with the price set at fair value. “That is what we’re looking for as a remedy,” he said. He also intends to seek legal costs and financial compensation, although the court will decide whether any such sums are payable, by whom, or in what amount.
The November hearing is therefore important, but it is not a guaranteed handover date. Waddell is describing the orders he will ask the judge to make, not announcing orders already granted.
For now, the published judgment stands: Waddell was not wrongfully dismissed, even though the process was unfair.
A board built around professional oversight
Waddell’s next objective is operational rather than legal. He said he has identified seven prospective board members he will seek to appoint if he regains the ability to use its majoritybshareholder rights.
He describes a mix of legal, public service and motor trade experience, including two seasoned dealership figures. He does not name the candidates and no appointments have been made. The plan is therefore best understood as a proposed board slate, contingent on the court’s order and on the appropriate company law process for appointing directors.
The emphasis on professional oversight is significant after a judgment dominated by conflicts of interest. The court found that Vaughan had aligned himself with minority investor Freshstream against PWHL, the Waddell-controlled majority shareholder, and failed to exercise independent judgment.
It further stated that Fardad’s dual responsibilities to Freshstream and Big Motoring World placed him in a difficult conflict which he should nevertheless have avoided.
Pearce’s appointment as non-executive chairman is the existing board’s publicly stated governance change which creates a clearer division between oversight and executive management. Waddell’s proposal would go further by replacing much of the board with his own chosen slate.
Whether that can happen is unresolved. A majority shareholding is powerful, but the investment agreements, the valid step-in rights and whatever order is made in November will all matter. The judgment does not itself put Waddell back in the boardroom.
A new chief executive – but not Waddell
The most striking part of Waddell’s plan is that he does not want his old job back. “I don’t want to be the chief executive and I don’t want to be the chairman,” he tells AM.
Instead, he says his discussions are under way with several possible chief executive candidates. He describes the person he wants as a highly experienced and widely recognised figure from the dealership community but declines to identify the ideal individual.
That proposed recruitment now sits in direct contrast with the current structure. Waddell continues to call for Vaughan to stand down as he says his own blueprint requires a different chief executive.
The disagreement is no longer about whether the chair and chief executive roles should be separated: Big Motoring World has now done that. It is about who should occupy the chief executive role and who ultimately has the authority to decide.
A shareholder role, no return to the old routine
If his preferred outcome is achieved, Waddell says he would operate at shareholder and board level, helping to set strategy rather than returning to the schedule he once kept as chief executive.
“I no longer want to work from four in the morning to 12 at night,” he says. His stated priorities are to protect jobs, stabilise the company and give it room to grow under professional management.
He also rejects the idea that a return to control would be followed by a quick disposal. “The business is not for sale,” he insists. “It will not be for sale.”
That commitment is an intention, not a legal restriction or a completed business plan. It does, however, clarify what Waddell says he wants beyond financial redress: continued ownership, a new governance structure and an experienced operator running the company day-to-day.
The next chapter remains conditional
The board shake-up has already removed Fardad from Big Motoring World and placed an external turnaround figure in the chair. It has not delivered the full reset sought by Waddell because Vaughan remains chief executive and Freshstream retains its shareholding and board representation.
November 2 is the next legal pivot. The court may grant, modify or reject the remedies Waddell seeks. Any share transfer would still require valuation and implementation. Proposed directors and chief executive candidates would need to become formal appointments before they could exercise any authority.
This is not yet a comeback – if at all. It is Waddell’s proposal for what should follow the judgment: use the remedies hearing to change the ownership position, rebuild the board, recruit a new chief executive and retain Big Motoring World for long term growth.
The current management’s position is different. Its public statement says the reshuffle followed a review of governance arrangements without changing operational control. For employees, suppliers and the trade, the important point is that both versions of the future remain contingent.
The High Court has decided that unfair prejudice occurred. It has not yet decided who will control the next chapter.
AM contacted Big Motoring World for comment. In a written statement it said: “Big Motoring World clearly outlined its position in court. Further hearings on remedies and consequential matters between Peter Waddell and Freshstream will take place later this year. In the meantime, Big Motoring World continues to thrive under its current leadership, having just recorded its best Q3 ever.”