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 been reasonable, but that since this was unacceptable to the petitioner, no order was to be made. The petitioner appealed on the basis that the judge had not allowed for irregularities in the accounting.
Held: The relief sought was discretionary, and the judge’s decision was not to be interfered with easily. The judge had found prejudicial behaviour by the respondents. The judge had failed to make allowance for the shareholders’ agreement, which if followed would have led to payments to the petitioner. The accounting irregularities, when allowed for put value back into the company, and the appeal was allowed.
Lord Justice Clarke And Lady Justice Arden
 EWCA Civ 1931
England and Wales
Cited – In re Elgindata Ltd ChD 1991
The plaintiff obtained a patent which was then to be utilised through the company, of which the plaintiff had one third shares. He later complained that the majority shareholder had acted prejudicially.
Held: Mismanagement could amount to . .
Cited – Fulham Football Club Ltd v Cabra Estates plc CA 1994
Fulham, as lessees of Craven Cottage, agreed with CABRA, a developer, who had applied for planning permission to redevelop the ground, shortly before a public inquiry which had been set up to consider the planning application; and also a proposal by . .
Cited – Russell v Northern Bank Development Corporation Limited and Others HL 15-Jul-1992
Four directors of the company agreed with each other not to create further share capital. A director seeking to enforce the agreement, appealed against a judgment that the agreement was invalid in seeking to fetter the company’s stautory powers.
Cited – In re Cumana Ltd CA 1986
The court considered the date at which shares are to be valued in a possible order for one set of shareholders to buy the shares of another.
Held: The choice was a matter of the judge’s discretion. Where a minority shareholder has a petition . .
Cited – Profinance Trust SA v Gladstone CA 2-Jul-2001
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 . .
Cited – 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 . .
Cited – Re London School of Electronics 1986
The court considered its powers under the section: ‘The combined effect of sub-ss (1) and (3) is to empower the court to make such order as it thinks fit for giving relief, if it is first satisfied that the affairs of the company are being or have . .
Cited – Scottish Co-operative Wholesale Society Ltd v Meyer HL 1959
Valuation of Shares on Order for Purchase
The Co-operative Society had formed a 51 per cent-owned subsidiary to manufacture rayon at a time of strict post-war controls. The other shares were owned by two outside directors with skill and experience in the trade. When these directors declined . .
Cited – Antoniades v Kin ; Re Full Cup International Trading Ltd CA 5-Mar-1997
The form of relief under section 461 is discretionary and on an appeal as to the judge’s choice of remedy or relief it has to be shown that his order was outside the generous ambit within which disagreement is possible or is otherwise reviewable on . .
Lists of cited by and citing cases may be incomplete.
Updated: 05 June 2022; Ref: scu.167855