Unfair prejudice petition Citations: [2004] EWCA Civ 815, [2005] BCC 11, [2005] 1 WLR 3505, [2004] 4 All ER 735 Links: Bailii Statutes: Companies Act 1985 459(1) Jurisdiction: England and Wales Company Updated: 31 October 2022; Ref: scu.198327

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

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

The petitioner had had in practice control of the company as chairman and though he owned only 25% of the shares. His own company loaned andpound;200,000 to the company as working capital. He complained that he had been removed as a director. Held: The company was to be treated as a quasi-partnership. As long as … Continue reading Re Haden Bill Electrical Ltd: 1995

Allegation of prejudicial conduct – exclusion from management. Citations: [2007] EWCA Civ 1075 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Company Updated: 22 November 2022; Ref: scu.260268

Judges: Chadwick LJ, Tuckely LJ, Maurice Kay LJ Citations: [2007] EWCA Civ 1072, [2008] BCC 125, [2007] BPIR 1217 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Company Updated: 22 November 2022; Ref: scu.260262

Appeal from termination of employment of curt appointed expert to value company shares. Citations: [2001] EWCA Civ 357, [2003] BCC 353, [2001] CP Rep 81 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Company Updated: 22 November 2022; Ref: scu.200898

Citations: [2001] EWCA Civ 859 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Company Updated: 19 November 2022; Ref: scu.201022

One director discovered that his co-director had withdrawn substantial sums from the company. Judges: Schiemann LJ, Potter Lj, Arden LJ Citations: [2003] EWCA Civ 810, [2004] 1 WLR 783, [2004] 1 WLR 783, [2004] BCC 27, [2003] OPLR 343, [2004] WTLR 629, [2003] WTLR 1413, [2003] Pens LR 179, [2003] 4 All ER 733, [2003] … Continue reading Clark v Cutland: CA 18 Jun 2003

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

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

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

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

Extra Division, Inner House Judges: Lord Coulsfield Citations: [2001] ScotCS 287 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: Scotland Company Updated: 03 August 2022; Ref: scu.202254

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

Judges: Richard Sheldon QC Citations: [2005] EWHC 2124 (Ch) Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Company Updated: 28 July 2022; Ref: scu.231096

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

Allegation of prejudical management of company to minority shareholder. Citations: [2008] EWHC 959 (Ch) Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Company Updated: 18 July 2022; Ref: scu.267362

(Outer House) Citations: [2009] ScotCS CSOH 36, 2009 GWD 24-381, [2010] 1 BCLC 563 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: Scotland Company Updated: 12 July 2022; Ref: scu.317910

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

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

Citations: [2006] EWHC 406 (Ch) Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Company Updated: 01 July 2022; Ref: scu.239116

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

Application for leave to appeal from finding of unfairly prejudicial Citations: [2001] EWCA Civ 253 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Company Updated: 27 June 2022; Ref: scu.222971

The claimant was a shareholder who felt that the affairs of the company were being conducted in a manner unfairly prejudicial to his interests. He began his action by a claim accompanied by particulars of claim. The defendants argued that the action should have been begun by petition, and that the defect could not be … Continue reading Bamber v Eaton: ChD 6 Oct 2004

Citations: [2005] EWCA Civ 1356 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Company Updated: 21 June 2022; Ref: scu.235339

Judges: Mr Justice Lawrence Collins Citations: [2003] EWHC 2516 (Ch) Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Company Updated: 08 June 2022; Ref: scu.187481

The petitioner complained of unfair prejudice in the way the company had been operated, and sought an order that his shares be bought out. However the judge found that the net value of the company was negative and the shares worthless. The judge had held that an offer to buy the shares for andpound;5,000 had … Continue reading Bonham v Crow and others: CA 13 Dec 2001

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

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

The petitioner claimed unfair prejudice under section 459. The company was a licensee of a farm and he sought to recover possession. Held: The petition failed. In reality he was seeking to promote his interests as freeholder in the land, and not his interests as a shareholder in the company. Warner J said: ‘It is … Continue reading Re JE Cade and Son Ltd: 1992

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

Where there has been material misconduct, even in the shape of a single act, the primary remedy is under section 459, not by a shareholder’s derivative action. Citations: [1996] 1 BCLC 262 Statutes: Companies Act 1985 459 Cited by: Cited – Anderson v Hogg IHCS 14-Dec-2001 The appellant sought an order under the section for … Continue reading Lowe v Fahey: 1996

Citations: [2010] 1 WLR 983, [2009] EWCA Civ 1276 Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Company Updated: 31 January 2022; Ref: scu.423785

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

. .

When a court ordered the purchase of the shares of a minority shareholder by the majority holder, the shares should normally be valued as at the date of that order. This might cause unfairness in some cases, for example where the company had been . .

The petitioner complained that he had first been removed as director, and that the remaining directors had misdescribed the company’s profits and paid those profits to themselves as management expenses and in breach of a resolution requiring an . .

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

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