Unfair Prejudice in UK Law

Leading Cases
  • Grace v Biagioli and Others
    • Court of Appeal (Civil Division)
    • 04 November 2005

    The prospective nature of the jurisdiction is reflected in the fact that the court must assess the appropriateness of any particular remedy as at the date of the hearing and not at the date of presentation of the petition; and may even take into account conduct which has occurred between those two dates. The court is entitled to look at the reality and practicalities of the overall situation, past, present and future.

  • Re Bird Precision Bellows Ltd
    • Court of Appeal (Civil Division)
    • 03 July 1985

    It seems to me that the whole framework of the section, and of such of the authorities as we have seen, which seem to me to support this, is to confer on the court a very wide discretion to do what is considered fair and equitable in all the circumstances of the case, in order to put right and cure for the future the unfair prejudice which the petitioner has suffered at the hands of the other shareholders of the company; and I find myself quite unable to accept that that discretion in some way stops short when it comes to the terms of the order for purchase in the manner in which the price is to be assessed.

  • Hawkes v Cuddy and Others (Nos 1 & 2)
    • Chancery Division
    • 13 December 2007

    I have found that to a limited extent the cross-petition is well founded. I have also found that some of the allegations in the petition are well founded. But although I have found that some of the allegations of unfair prejudice alleged in the petition have been established, they are the less serious ones. Those which pertain to the internal affairs of the Ospreys are not conduct of the affairs of Neath.

  • Strahan v Wilcock
    • Court of Appeal (Civil Division)
    • 19 January 2006

    It is difficult to conceive of circumstances in which a non-discounted basis of valuation would be appropriate where there was unfair prejudice for the purposes of the 1985 Act but such a relationship did not exist.

  • Re Tobian Properties Ltd; Maidment v Attwood and Others
    • Court of Appeal (Civil Division)
    • 19 July 2012

    In addition, the terms on which the parties agreed to do business together include by implication an agreement that any party who is a director will perform his duties as a director. Under these duties, a director must act in the way which he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole. Non-compliance by the respondent shareholders with their duties will generally indicate that unfair prejudice has occurred.

  • O'Neill v Phillips
    • House of Lords
    • 20 May 1999

    But the second leads to the conclusion that there will be cases in which equitable considerations make it unfair for those conducting the affairs of the company to rely upon their strict legal powers. 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.

  • SISU Capital Fund Ltd v Tucker
    • Chancery Division
    • 09 September 2005

    There is, in any case, a material difference between the two processes. In relation to a scheme of arrangement, there needs to be approval from each voting class. Accordingly, a separate class can block a scheme of which it does not approve even though the overall scheme may fall within the range of reasonable proposals which that class could adopt without unfairness to any particular member of that class. In contrast, a CVA is determined by a single vote of all creditors.

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