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In re Saul D Harrison and Sons plc: CA 1995

The ‘legitimate expectations’ of a party were a label for the ‘correlative right’ to which a relationship between company members may give rise when, on equitable principles, it would be regarded as unfair for a majority to exercise a power conferred upon them by the articles to the prejudice of another member. Depriving a shareholder … Continue reading In re Saul D Harrison and Sons plc: CA 1995

Re Sam Weller and Sons Ltd: 1990

Citations: [1990] Ch 682 Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Cited by: Cited – Hill (As Trustee In Bankruptcy of Nurkowski) v Spread Trustee Company Ltd and Another CA 12-May-2006 The defendants sought relief for transactions entered into at an undervalue. The bankrupt had entered into charges and an assignment of a … Continue reading Re Sam Weller and Sons Ltd: 1990

Express Newspapers v Telegraph Group Ltd: CA 15 Mar 2002

The parties entered into a joint venture for the provision of printing resources. This survived until one member company changed hands, when there were disagreements about a shareholder’s agreement. There were difficulties of construction. Held: Because this was a pure construction of a commercial agreement, there was no restriction on appellate jurisdiction to interpret the … Continue reading Express Newspapers v Telegraph Group Ltd: CA 15 Mar 2002

In re Magi Capital Partners LLC: 2003

The court stayed a petition under the section to allow for an arbitration. Citations: [2003] EWHC 2790 (Ch) Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Cited by: Cited – Exeter City AFC Ltd v Football Conference Ltd and Another ChD 29-Jan-2004 The football club played in a league operated by the first defendant, … Continue reading In re Magi Capital Partners LLC: 2003

Arrow Nominees Inc, Blackledge v Blackledge: ChD 2 Nov 1999

The applicants sought to strike out a claim under section 459. The two companies sold toiletries, the one as retail agent for the other. They disputed the relationship of the companies, and the use of a trading name. Documents were disclosed which appeared to be fabrications. Held: Where a party was in breach of court … Continue reading Arrow Nominees Inc, Blackledge v Blackledge: ChD 2 Nov 1999

In Re Premier Electronics (GB) Ltd: ChD 27 Feb 2001

The petitioners brought an action under s459 and obtained freezing orders both in relation to the property of the subject company and in relation to the assets of its two executive directors up to the value of pounds 500,000 each. On the adjourned return day Pumfrey J discharged the orders in relation to the executive … Continue reading In Re Premier Electronics (GB) Ltd: ChD 27 Feb 2001

Branch v Bagley and others: CA 16 Jun 2004

Application for permission to appeal from strike out of unfair prejudice petition. Citations: [2004] EWCA Civ 806 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Citing: Appeal from – Branch v Bagley and others ChD 10-Mar-2004 . . Lists of cited by and citing cases may be incomplete. Company Updated: 01 November … Continue reading Branch v Bagley and others: CA 16 Jun 2004

Fisher v Cadman and Others: ChD 14 Jun 2005

The trial was concluded and the judgment had been given, but before the order was handed down, the defendants applied to be allowed to provide further evidence. Held: The standards of Ladd v Marshall might be applied in such a situation, but with a little more flexibility than an appeal court might have done, but … Continue reading Fisher v Cadman and Others: ChD 14 Jun 2005

Baker v Anthony Potter and Bellevue Garages Limited: ChD 22 Jun 2004

A company in general meeting can release or compromise a claim for breach of section 151. Judges: Mr Justice Richards Citations: [2004] EWHC 1422 (Ch) Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Cited by: Cited – Cox v Cox and Skan Dansk Design Limited ChD 27-Apr-2006 Mrs Cox sought to declarations … Continue reading Baker v Anthony Potter and Bellevue Garages Limited: ChD 22 Jun 2004

Wilkinson v West Coast Capital and others: ChD 21 Dec 2005

Judges: Warren J Citations: [2005] EWHC 3009 (Ch) Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Citing: See Also – Wilkinson v West Coast Capital and others ChD 22-Jul-2005 A claim was to be made about actions of unfair prejudice by the directors against the minor shareholder. The court considered a preliminary … Continue reading Wilkinson v West Coast Capital and others: ChD 21 Dec 2005

CAS (Nominees) Ltd and Others v Nottingham Forest Fc Plc and Others: ChD 5 Apr 2001

Judges: Hart J Citations: [2001] EWHC Ch 442 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Cited by: Appeal from – CAS (Nominees) Ltd and Another v Nottingham Forest Plc and others CA 13-Jul-2001 . . Lists of cited by and citing cases may be incomplete. Company Updated: 11 September 2022; Ref: … Continue reading CAS (Nominees) Ltd and Others v Nottingham Forest Fc Plc and Others: ChD 5 Apr 2001

O’Donnell v Shanahan and Another: CA 22 Jul 2009

The claimant appealed against dismissal of her petition for an order for the defendants to purchase her shares at a fair value, saying that they had acted unfairly toward her. Her co-directors had acquired, for another company of which they were sole directors, a property which might have been bought by the company. Held: The … Continue reading O’Donnell v Shanahan and Another: CA 22 Jul 2009

Bee Tee Alarms, Re: ChD 10 Mar 2006

Citations: [2006] EWHC 584 (Ch) Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Citing: Cited – Re A company, ex parte Kremer 1989 Hoffmann J said: ‘Counsel for the petitioner said the petition made allegations of mismanagement and misappropriation of funds by improper payments against the respondent and that, if these were … Continue reading Bee Tee Alarms, Re: ChD 10 Mar 2006

Hough and others v Hardcastle and others: ComC 22 Apr 2005

Application under CPR 3.4 and 24.2 for orders striking out or dismissing a petition under section 459 of the Companies Act 1985 because it discloses no grounds on which the petition has any real prospect of success. The petition alleges, as it has to in order to come within section 459, that the affairs of … Continue reading Hough and others v Hardcastle and others: ComC 22 Apr 2005

O’Donnell v Shanahan and others; In re Allied Business and Financial Consultants Ltd: ChD 7 Aug 2008

Judges: Richard Sheldon QC Citations: [2008] EWHC 1973 (Ch), [2009] 1 BCLC 328 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Cited by: Appeal from – O’Donnell v Shanahan and Another CA 22-Jul-2009 The claimant appealed against dismissal of her petition for an order for the defendants to purchase her shares at … Continue reading O’Donnell v Shanahan and others; In re Allied Business and Financial Consultants Ltd: ChD 7 Aug 2008

Re BSB Holdings Ltd; London Merchant Securities Plc v Chargeurs Sa and Others: ChD 2 Aug 1995

Protection of minority shareholders was not to be used to impede the proper management of a company’s affairs. Directors must act in the company’s overall best interests despite prejudice to one class of shareholders.Arden J said: ‘However, in my judgment, it is not the effect of Re Saul D Harrison and Sons plc that a … Continue reading Re BSB Holdings Ltd; London Merchant Securities Plc v Chargeurs Sa and Others: ChD 2 Aug 1995

In Re Little Olympian Eachways Ltd: ChD 29 Jul 1994

A Jersey company (Supreme) had brought a petition under the section against the company. An application was made for security for costs against Supreme. It could only be made if Supreme was resident outside the UK. Supreme argued that, despite being a Jersey company, it was resident in the United Kingdom, and that therefore the … Continue reading In Re Little Olympian Eachways Ltd: ChD 29 Jul 1994

Wilson v Jaymarke Estates Ltd and Another: HL 20 Jun 2007

The defendant company appealed in part against a finding of unfair conduct of the company as against a minority shareholder, saying the court had been wrong to treat a payment of management charges as unfairly prejudicial. Though nothing had been done to support the charges, the defendant said that the claimant must have consented in … Continue reading Wilson v Jaymarke Estates Ltd and Another: HL 20 Jun 2007

Branch v Bagley and others: ChD 10 Mar 2004

Judges: The Hon Mr Justice Richards Citations: [2004] EWHC 426 (Ch) Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Cited by: Appeal from – Branch v Bagley and others CA 16-Jun-2004 Application for permission to appeal from strike out of unfair prejudice petition. . . Lists of cited by and citing cases … Continue reading Branch v Bagley and others: ChD 10 Mar 2004

Hale v Waldock: re Metropolis Motorcycles Ltd: ChD 6 Mar 2006

Complaint of unfairly prejudicial conduct of management of a company. Judges: Mann J Citations: [2006] EWHC 364 (Ch), [2007] 1 BCLC 520 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Cited by: Cited – Kohli v Lit and Others ChD 13-Nov-2009 The claimant asserted that the other shareholders had acted in a … Continue reading Hale v Waldock: re Metropolis Motorcycles Ltd: ChD 6 Mar 2006

Irvine and others v Irvine and Another: ChD 23 Mar 2006

The court had made an order for the purchase of a minority shareholding after finding prejudicial behaviour by the majority. It now considered valuation of the shares in a 49.96% shareholding. The question was whether the valuation should be discounted to reflect the fact that they were part of a minority shareholding. Held: It was … Continue reading Irvine and others v Irvine and Another: ChD 23 Mar 2006

Wilkinson v West Coast Capital and others: ChD 22 Jul 2005

A claim was to be made about actions of unfair prejudice by the directors against the minor shareholder. The court considered a preliminary issue as to the admissibility of evidence, including without prejudice correspondence. Held: The applicant sought to dissect the negotiations to identify what was admissible. That was not acceptable as regards without prejudice … Continue reading Wilkinson v West Coast Capital and others: ChD 22 Jul 2005

Exeter City AFC Ltd v Football Conference Ltd and Another: ChD 29 Jan 2004

The football club played in a league operated by the first defendant, which sought a stay of an application for relief from unfair prejudice, saying their was a binding obligation for the complaint to be referred to arbitration. Held: ‘the court controlled by statute the creation and extinction of a company and also attended to … Continue reading Exeter City AFC Ltd v Football Conference Ltd and Another: ChD 29 Jan 2004

Bhullar and others v Bhullar and Another: CA 31 Mar 2003

The claimants were 50% shareholders in a property investment company and sought relief alleging prejudicial conduct of the company’s affairs. After a falling out, two directors purchased property adjacent to a company property but in their own company name. Held: The company had not been looking to acquire further property, and the purchase could not … Continue reading Bhullar and others v Bhullar and Another: CA 31 Mar 2003

Arrow Nominees Inc, Blackledge (L) v Blackledge (G), Blackledge (M), Blackledge (GR and MM): ChD 21 Jan 2000

The claimants had begun proceedings claiming unfair prejudice by the defendants in the management of the business. The defendants sought to have the petition struck out saying that the claimants had used falsified documents to base their petition. At one hearing the court had found such behaviour, but had declined to strike out the petition. … Continue reading Arrow Nominees Inc, Blackledge (L) v Blackledge (G), Blackledge (M), Blackledge (GR and MM): ChD 21 Jan 2000

Bermuda Cablevision Limited and others v Colica Trust Company Limited: PC 6 Oct 1997

(Bermuda) An alternative remedy to winding up is available to a shareholder where oppressive conduct is alleged, though the main thrust is that the conduct is unlawful. Judges: Lord Browne-Wilkinson Lord Lloyd of Berwick Lord Steyn Lord Cooke of Thorndon Lord Clyde Citations: Times 31-Oct-1997, [1997] UKPC 44 Links: Bailii Statutes: Companies Act 1985 459, … Continue reading Bermuda Cablevision Limited and others v Colica Trust Company Limited: PC 6 Oct 1997

In re Saul Harrison and Sons PLC: CA 1994

The plaintiffs claimed that the directors had either exceeded their powers or had exercised their powers for some illegitimate or ulterior purpose. Held: Where the claim of unfairness was not reasonably arguable, the court could exercise its jurisdiction to strike out a petition presented under section 459. Having observed that petitions under section 459 are … Continue reading In re Saul Harrison and Sons PLC: CA 1994

Morris and Others v Hateley and Another: CA 10 Mar 1999

Majority shareholders having asserted control over a company to remove a minority shareholder from his involvement as a director in the management of the company did not have the right to require him to sell his shares to them. Citations: Times 10-Mar-1999, Gazette 31-Mar-1999 Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Company Updated: … Continue reading Morris and Others v Hateley and Another: CA 10 Mar 1999

Re A company, ex parte Kremer: 1989

Hoffmann J said: ‘Counsel for the petitioner said the petition made allegations of mismanagement and misappropriation of funds by improper payments against the respondent and that, if these were established at the trial, the court might think it right to order the respondent to sell his shares. Taken at their face value, these allegations amount … Continue reading Re A company, ex parte Kremer: 1989

Re: Ravenhart Service (Holdings) Limited: ChD 2004

The petitioners in a combined section 459 and contributories’ winding up petition sought interim relief akin to an ordinary freezing order but which was designed specifically to prevent the assets of the company from dissipation, and similar relief against certain of the company’s subsidiaries. Counsel for the respondents submitted that the application for that interim … Continue reading Re: Ravenhart Service (Holdings) Limited: ChD 2004

Re Charnley Davies Ltd (No 2): ChD 1990

An administrator owed a duty to the company over which he was appointed to take reasonable care to obtain the best price that the circumstances, as he reasonably perceived them to be, permitted, including a duty to take reasonable care in choosing the time at which to sell the property. A mortgagee is bound to … Continue reading Re Charnley Davies Ltd (No 2): ChD 1990

Re Unisoft Group Limited (No 3): ChD 1994

When considering applications to strike out parts of pleadings in a s459 application, the courts had to recognise the need to be careful not to allow the parties to trawl through irrelevant grievances. B The statutory definition of ‘shadow director’ is that he is a person on whose instructions or directions ‘the directors of the … Continue reading Re Unisoft Group Limited (No 3): ChD 1994

Arrow Nominees Inc and Another v Blackledge and Others: CA 22 Jun 2000

A petition had been lodged alleging unfair prejudice in the conduct of the company’s affairs. The defendants alleged that when applying for relief under section 459, the claimants had attempted to pervert the course of justice by producing forged or falsified documentation in discovery. The forgery was admitted. Held: If a party to litigation behaved … Continue reading Arrow Nominees Inc and Another v Blackledge and Others: CA 22 Jun 2000

O’Neill and Another v Phillips and Others; In re a Company (No 00709 of 1992): HL 20 May 1999

The House considered a petition by a holder of 25 of the 100 issued shares in the company against the majority shareholder. The petitioner, an ex-employee, had been taken into management and then given his shares and permitted to take 50% of the company’s profits and a salary. Later the respondent in negotiations with the … Continue reading O’Neill and Another v Phillips and Others; In re a Company (No 00709 of 1992): HL 20 May 1999

Guinness Peat Group Plc v British Land Company Plc and others: CA 18 Dec 1998

The claimant, a minority shareholder, had said that the defendant had acted prejudicially in transferring the company’s only substantial asset to another company. The respondent said that since the shares had always been of nil value they could not hae been prejudiced. The claimant appealed a strike out of its claim. Held: Such a strike … Continue reading Guinness Peat Group Plc v British Land Company Plc and others: CA 18 Dec 1998

Iesini and Others v Westrip Holdings Ltd and Others: ChD 16 Oct 2009

The claimants were shareholders in Westrip, accusing the Defendant directors of deliberately engaging in a course of conduct which has led to Westrip losing ownership and control of a very valuable mining licence and which, but for their intervention, would have led to Westrip losing all or almost all of its remaining assets. They say … Continue reading Iesini and Others v Westrip Holdings Ltd and Others: ChD 16 Oct 2009

In the Matter of Pectel Limited; O’Neill; O’Neill v Phillips; Phillips and Pectel Limited: CA 1 May 1997

The petitioners sought either the purchase of their shares, or the winding up of the company alleging unfair prejudice in the management of the company. The defendants argued that what was complained of did not fall within section 459 since it was not complained of in their capacity as shareholders. Held: Though the petitioner was … Continue reading In the Matter of Pectel Limited; O’Neill; O’Neill v Phillips; Phillips and Pectel Limited: CA 1 May 1997

Raja v Van Hoogstraten and others: ChD 12 Jun 2006

The claimant sought the strike out of the defendants pleadings. The first defendant was found to have been responsible for the killing of the deceased. The proceedings had been prolonged by procedural challenges by the defendant. Held: The defendants by their refusals to co-operate with the court had deprived themselves of the right to defend … Continue reading Raja v Van Hoogstraten and others: ChD 12 Jun 2006

Oxford Legal Group Ltd v Sibbasbridge Services Plc and Another: CA 18 Apr 2008

The claimant appealed against refusal of an order allowing it to inspect the company’s accounts. Held: That an inspection was intended to damage the company was not the only ground for refusing access. There was here a serious issue about the purpose of the inspection, and a section 459 application was due to be heard. … Continue reading Oxford Legal Group Ltd v Sibbasbridge Services Plc and Another: CA 18 Apr 2008

A, B, C, D, E, F, G, H, Mahmoud Abu Rideh Jamal Ajouaou v Secretary of State for the Home Department: CA 11 Aug 2004

The claimants had each been detained without trial for more than two years, being held as suspected terrorists. They were free leave to return to their own countries, but they feared for their lives if returned. They complained that the evidence used to justify their detention was derived from practices involving torture by the US … Continue reading A, B, C, D, E, F, G, H, Mahmoud Abu Rideh Jamal Ajouaou v Secretary of State for the Home Department: CA 11 Aug 2004

Thakrar v Ciro Citterio Menswear Plc In Administration: ChD 1 Oct 2002

Disputes arose between shareholders in a family company. Proceedings which expressly excluded the company were settled, but the company became insolvent. A later settlement was refused approval by the judge without the creditors consent. The claimant now sought a declaration that the earlier compromise bound the company. The company argued that the agreement was conditional … Continue reading Thakrar v Ciro Citterio Menswear Plc In Administration: ChD 1 Oct 2002

F and C Alternative Investments (Holdings) Ltd. v Barthelemy and Another: ChD 14 Jul 2011

References: [2011] EWHC 1851 (Ch) Links: Bailii Coram: Sales J Ratio: The parties applied to the court for a conclusion to their action without the draft judgment being handed down and published, they having reached agreement. Held: It was within the judge’s discretion and in this in the public interest for the judgment to be … Continue reading F and C Alternative Investments (Holdings) Ltd. v Barthelemy and Another: ChD 14 Jul 2011