Weatherley v Weatherley and others

Company – Unfair prejudice. The petitioner's unfair prejudice petition under s 994 of the Companies Act 2006, against three of her deceased husband's relatives and the fourth respondent family-run company, failed. The petitioner had argued that, following the death of her husband, the company's former operating director, she and her son had been excluded from the company in alleged breach of an understanding between the shareholders, and that a transfer made by the company amounted to unfairly prejudicial conduct. The Companies Court ruled that, in the context of a small family company, all the relevant members had given their informed assent to the transfer, that the petitioner had not suffered unfairness as a result of it, and that there was no evidence of the claimed fundamental understanding. Further, the court ruled that where, since the presentation of the petition, the petitioner had been registered as a shareholder of the company and there had been an offer to change the company's new articles of association to reflect the original articles in respect of the right to bequeath shares to family members, any unfairness had been remedied and the probability of unfair prejudicial conduct in the future was too minimal to grant relief.

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