UK: England and Wales: relief for unfair prejudice

Judgment was given yesterday by the Court of Appeal in Thomas v Dawson [2015] EWCA Civ 706. The case concerned a claim for relief under the unfair prejudice remedy (Part 30 of the Companies Act 2006) in a company with two shareholders, each holding a single share. The company was balance sheet insolvent. The two shareholders represented themselves before the trial judge: they were litigants in person. The trial judge ordered that the petitioning shareholder be granted an option to purchase the other shareholder's share in the company for £55,000. The petitioning shareholder appealed, arguing that the share was worthless and should be transferred at a nominal value.

The court unanimously upheld the decision of the trial judge, finding no procedural unfairness. In the court's view the trial judge's solution was in certain respects unusual; it nevertheless fell well within the ambit of discretion conferred by section 996 of the Companies Act 2006. In this regard, the court endorsed the dictum of Oliver LJ in Re Bird Precision Bellows Limited [1986] Ch 658 that, in granting relief for unfair prejudice, the court was given "...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" (p. 669).