O'Neill v Phillips
1999 · [1999] 1 WLR 1092
Posted By lanbuk.com
- Facts
- O'Neill, an employee who became a shareholder and director, expected an equal share of the company. Talks to give him that did not finish, and his role was reduced.
- Issue
- Was the conduct unfairly prejudicial?
- Held
- No. Unfairness generally requires a breach of the terms on which the parties agreed the affairs of the company should be conducted, or the use of rules in a way equity would regard as contrary to good faith. There was no such agreement.
- Principle
- usually means a breach of the company's rules or of an understanding on which the members associated.
- Why it matters
- It is persuasive on what 'unfairly prejudicial' means under section 266.
Words and Latin in this note
- Unfairly prejudicial conduct
- Conduct of a company's affairs that is oppressive, unfairly prejudicial or unfairly discriminatory to members. A member may petition the court for relief under sections 265 to 267. Open the note.
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