Running of Company in UK Law

But it is not necessary that such influence should be exercised over the whole field of its corporate activities. But it is not necessary that such influence should be exercised over the whole field of its corporate activities.

The Hawkes/Cuddy agreement required any payments made by Neath to be approved by both Mr Hawkes and Mr Cuddy. There is no example of a request made by Mr Hawkes to Mrs Cuddy asking her to sign any cheque. Mr Hawkes' allegations of forgery against Mr Cuddy were hypocritical, in that to the extent that Mr Cuddy was guilty of forging his wife's signature on cheques, Mr Hawkes was equally guilty of inciting him to do so.

Although the letter is undated, from its terms the letter purports to have been written on the day that Mrs Cuddy became the registered owner of one of the two shares in Neath. Mr Hawkes said that he did not see that letter at the time. He may genuinely have forgotten having seen the draft and in the light of the increasingly bitter feud between himself and Mr Cuddy have convinced himself that he had never seen it.

The original agreement for the management of the Liberty Stadium had been a joint venture between Swansea City Council, Swansea City Football Club and the Ospreys. It was managed by a company in which all three were equal shareholders (“StadCo”). At the end of 2005 Swansea City Council wanted to withdraw from the joint venture and the question arose whether Swansea City Football Club and the Ospreys would carry on alone. The agreement to proceed was on the basis that these six points were met.

The first of these two features leads to the conclusion that a member of a company will not ordinarily be entitled to complain of unfairness unless there has been some breach of the terms on which he agreed that the affairs of the company should be conducted. Thus unfairness may consist in a breach of the rules or in using the rules in a manner which equity would regard as contrary to good faith.

For example, there may be some event which puts an end to the basis upon which the parties entered into association with each other, making it unfair that one shareholder should insist upon the continuance of the association. The unfairness may arise not from what the parties have positively agreed but from a majority using its legal powers to maintain the association in circumstances to which the minority can reasonably say it did not agree: non haec in foedera veni.

Although s.461(1) speaks in terms of relief being granted " in respect of the matters complained of", the court has to look at all the relevant circumstances in deciding what kind of order it is fair to make. The court is entitled to look at the reality and practicalities of the overall situation, past, present and future.