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 not entitled to insist on participating, the majority shareholders were to be obliged to purchase his minority interest with no discount for it being a minority.
[1997] EWCA Civ 1591
Insolvency Act 1986, Companies Act 1985
England and Wales
CitedEbrahimi v Westbourne Galleries Ltd and Others (on Appeal from In Re Westbourne Galleries Ltd) HL 3-May-1972
Unfair Prejudice to Minority Shareholder
A company had operated effectively as a partnership between two and then three directors. No dividends had been paid, but the directors had received salaries. One director was removed and sought an order for the other to purchase his shares, or . .
MentionedRe a company (No.00477 of 1986) 1986
. .
MentionedTay Bok Choon v Tahanson Sdn Bhd PC 1987
A participant in the company was given the right to be involved in the management until a change should become necessary for some other reason.
In cases of fraud, direct evidence may be rare and circumstantial evidence may have to suffice,
CitedRe JE Cade and Son Ltd 1992
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 . .
CitedIn re Bird Precision Bellows Ltd ChD 1984
The court considered the method of valuation of a minority shareholding in a forced purchase by the other shareholders. Nourse J said: ‘I would expect that in a majority of cases where purchase orders are made under section 75 in relation to . .

Cited by:
Appeal fromO’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 . .

These lists may be incomplete.
Updated: 14 March 2021; Ref: scu.141987