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Minority Protection, prima facie case 2. courts discretion 3. control of…

- - - - greenore trading adopted defintiion from Meyer - case- 3 shareholders, unlawful transaction unlawful which gave shareholder dominant position - facts- sale by shareholder who was manager of company. payment not disclsoed to other member nor approved. grossly irregular and would give him 75% share capital
      - scottish co-op v meyer co-op set up subsidiary to produce cloth, person hodling licence minority shareholder, licence chagned, able to produce it themselves, stopped supplying subsidiary - oly subisdiary - conduct classified as oppressive - exercise power in manner burdensome, harsh and wrongful
      - skytours using monies due to company for own use, settled with revenue without notifying peititoner, failed to keep proper books - burdesnome, harsh and wrongful
    - - irish visiting motorists bureau
    - - re muphs restaurant can be suffered by member in capaicty as director rather than member
      - different to english law where petition can't succeed unless qua member (maybe double check this_
    - - westwinds holding 2 shareholders sold land to company owned by 2 of them, deeds forged signature, guarantee, - court sale gross undervalue and fraud for sole benefit at expense of company and peititoner - order to buy shares based on value if land remained in name of company
      - clubman shirts internal record keeping irregularities not sufficient unless part of deliberate scheme - failure to hold AGM didn't deprive petitioner of rights
    - - westwinds holding sold of assets, once off action but sufficient
      - williams group Tullamore single isolated act can be basis - actins benefited preference shareholders at extent of ordinary - disrgard of interests isolated act didn't mean couldn't seek relief
      - greenore normally insufficient but can qualify if multiplicity of unalwfulness - ordered buy out by majority shareholder
    - - five minute car wash services petitioner former director, claimed behaviour of MD oppressive - court not oppresive despite inefficient, careless - fell short of harsh, burdensome and wrongful
      - clubman shirts transaction entire business transferred without knowledge or content - failure to comply with companies act not oppression unless part of deliberate scheme
      - re harmer father running business as if owned it was oppression
      - Irish press v Ingersoll equal partners, failure to operate management agreement was oppression0 conducting affairs in manner deliberely to damage company
    - - re murph's restaurant
      - harmer disregarding board decisions and resolutions oppresive
    - - clubman shirts complaint business transferred without consent court held - entitled to be informed
    - - colgan v colgan and colgan - disagreement between brothers - court ordered buyout rather then winding up
      - if relationship broken down court may order buy out instead of winding up
  - - - hickman v kent and romney consitution creates rights adn olbigtations - contract between company and members
  - - - greenore trading buy shares
      - irish press
      - bird precision belows court odesn't have to apply normal market price - depends on circumstance
- - - - control
        
        have control of company
        
        fisher's v st john's opera - minority must show why company itself didn't bring action - was wrongdoer in control
      - prudential assurance v newman - 2 stage test
        
        is company entitled to relief claimed
        
        does action fall within exceptions to Foss v Harbottle
      - Smith v Croft applied test, allegations directors paid themselves excessive remuneration, financial assistance for own shares, didn't pass 2 step test - failed to demonstrate prima facie case
      - member have locus standi - capacity
    - - ultra vires or illegal act
        
        illegal and fraudulent act
        
        cockburn v newbridge sanitary steam laundry MD paid bribes for contracts of the company, other shareholders didn't support action - court rule doesn't protect acts of fraudulent character - such acts can't be ratified - have to account for bribes
        
        ultra vires
        
        if act ultra vires and shareholders can't give consent on this course
        
        simpson v westmisnter palace hotel single shareholder permitted to seek injunction restraining ultra vires act
        
        Hennessy v National Agricultural and IDA member can apply for delcaration act ultra vires
      - more than bare majority required to ratify wrong compalined of
        
        edwards v hailwell if passed by bare majority can still attack if should be passed by special through derivative action
        
        if company suffer loss can be ratified by majority
      - fraud on minority by those in control
        
        fraud on the minority
        
        Menier v Hooper's Telegraph Works - company supply cable, government contract - held the majority divided asstets at expense of minority -criteria - majority control company, perpetrate fraud against minority and company no other redress
        
        Keane person entrusted with powers used for some other purpose then for beneift of ocmpany a sa whole
        
        fanning v murtagh 3 part test
        
        show wrong done to company
        
        company controlled by alleged wrongdoers at time
        
        wrongdoers benefited
        
        recognised 4 exceptions
        
        ultra vires or illegal
        
        irregulairty in passing of resolution
        
        act abolishing idnivdiual rights of members
        
        fraud against minority and wrongdoers in control
        
        crindle investment v wymes not sufficient fraud committed but person committing fraud must have derived benefit
        
        cook v deeks directors used privielged position to secure themselves benefit of contract which should have gone to company - used majority voting rights to ratify - fraud
        
        daniels v daniels 2 directors majority sharehodlers sold land at undervalue to himself, court held could sue action of majority conferred benefit to directors
      - justice of case requires
        
        russell v wakefield water works company rule relaxed where not necessary in itnerest of justice
        
        prudential assurance justice exception impracticle
        
        crindle investments referenced justice exception but not as established
        
        Glynn v McCabe and Owen held correct plaintiff company, rule should not be applied if lead to injustice - need very strong case - exception construed narrowly - compellign facts
        
        moylan obiter
      - members personal rights infringed
        
        pender v lushington denied right to vote - could sue
      - courtney - only true exception perpetration of fraud on minority
    - - minority members may bring to redress wrongs done to company.
      - derives from injury to company - called derivative action
      - rationale
        
        allows redress for wrong that might otherwise go unpunished
      - Wallersteiner v Moir company has remedy against wrongs done by outsiders but not agaisnt insiders, without derivative action injustice could be done without redress
  - - - facilitate running of company, as sharehodlers have delegated managment of company to directors
      - O'Neill v Ryan endorsed in Ireland without Foss v Harbottle rule too much litigation and company cease to have control
      - ratioanle - will of majority ought to prevail
      - ahern - judicial relcutance to get involved in corporate policy making
- - - - reluctance for solvent companies
        
        zinotty properties majority shareholders refused to elect individual who purchased shares on understanding to be elected
        
        vehicle buildings state of deadlock between equal shareholders -just and equitable to be wound up - equal shareholders, equal management, complete unwillingess to cooperate
        
        yenidje tobacco just and equitable ground of winding up - equitable considerations of personal character
        
        more likely if deadlocked or quasi-partnership
        
        quasi partnership
        
        based on relationship of mutuality, trust and confidence p similar to partnership - easier to find oppressive conduct - informal understandigns can be given effect
        
        hamil not quasi partnership, formal entry by acquiring shares - detaield shareholders greeement
        
        westbourne galleries important not to press quasi-partnership too far - but entitled to wind up order - no dividend for 10 years - partner brought son in - based on relationship of equality, mutuality trust and confidence
        
        crindle investments if chose corporate structures need reasonably clear evidence to impose quasi partnership
        
        vantage resources entered close relationship after - not quasi-partnership - formal entry - not just and equitable to wind up
        
        o'connor v atlantis mismanagement may not need to be argued
    - - bird precision court doesn't have to apply ordinary valudation principles
      - scottish co-op v meyer ordered buyout at value would have been if not diminished by actions
    - - value of shares for court to dercide clubman shirt