unfair prejudice cases

Question 1

ebranimi v westbourne galleries

Answer 1

HL held: exclusion from management in a quasi-partnership could be the basis for the just and equitable winding up

Question 2

lack v johnblackwood

Answer 2

HL held: justifiable lack of confidence in the conduct and management of the co’s affairs could be the basis of a just and equitable winding up

Question 3

re yenidje

Answer 3

CA held: deadlock within the company could be the basis for the just and equitable winding up of a company

Question 4

re a company

Answer 4

Lord Hoffman - no reason why a former member could not bring a claim

Question 5

re stewards

Answer 5

a director establishing a rival company and diverted business to this company was held to within the affairs of the company

Question 6

re blackwood hodge

Answer 6

the way the trustees administered the company’s funds was not in affairs of the company

Question 7

re dermacourt investments

Answer 7

NSW case: Powell J ‘the words in the company’s affairs are extremely wide and should be construed liberally’

Question 8

gross v rackind

Answer 8

CA: affirmed re dermacourt investments and held the affairs of a subsidiary could be included

Question 9

re saul harrison

Answer 9

Hoffmann LJ 1) objective test for unfairness 2) articles of association should be the starting place 3) legitimate expectations (equitable considerations)

Question 10

o’neill v philips

Answer 10

no basis for unfair prejudicial - no agreement that he would be give 50%, encouraged out of court settlements

Question 11

re elgindata

Answer 11

HC held poor quality of the management was not a basis from UP - considerations to take into account 1) there will be cases of disagreement as to how to manage 2) shareholders know there is a risk of poor management

Question 12

re marco

Answer 12

company had a substantial portfolio of properties which were mismanaged - UP

Question 13

re sam weller

Answer 13

failure to declare dividends and exclusion from management led to UP