In quasi-partnerships, the members will usually expect to be involved in management. Where this expectation is breached, the court may order the company to be wound up.

The directors had misapplied company property, thereby causing the company loss. Two members commenced proceedings to make the directors account for the misapplied property.

The loss was sustained by the company and so only the company could sue for redress. The members cannot commence proceedings for loss sustained by a company—the company is the proper claimant.

The directors of a company had improperly removed funds from the company. The company became insolvent. The claimant (a member and creditor of the company) argued that the directors’ conduct was unfairly prejudicial.

In such cases, the claimant should not be denied a remedy, even though the remedy will benefit him principally as a creditor, and not as a member.

A director was removed from office because he was attempting to set up a rival company.

The conduct complained of was prejudicial but, given the obvious conflict of interest that the director’s actions had created, it was not unfair.

The defendant directors’ employment was terminated. The defendants sought permission to continue a derivative claim.

Permission will likely be refused where a notional director would not seek to continue the claim, or where the derivative claimant has a personal claim.

The defendant retired from the board and the claimant acted as de facto managing director. The defendant also increased the claimant’s share of the profits. The defendant later reassumed control of the company and reduced the claimant’s share of the profits.

In quasi-partnership companies, the courts will apply equitable considerations to give effect to informal agreements between the parties. However, in this case, the agreement was not to last indefinitely, but only so long as the claimant remained managing director.

The directors had engaged in a transaction at an undervalue and had misled the members. The members brought a personal action.

Where the loss sustained by the members is reflective of the company’s loss, then the company is the proper claimant and the members will not be permitted to recover the reflective loss.

The claimant and three others were members and directors of a quasi-partnership company. Following an argument, the claimant was excluded from management by the others.

Where a member legitimately expects to be involved in management (as in a quasi-partnership company), then his exclusion from management can amount to unfairly prejudicial conduct.

An employee of the company, who was also a member, was dismissed. He alleged that his dismissal was unfairly prejudicial.

His claim was dismissed as he was bringing his claim in his capacity as an employee and not in his capacity as a member.

The directors of a company had engaged in significant and serious acts of mismanagement.

Whilst mismanagement will not normally amount to unfairly prejudicial conduct, mismanagement that is sufficiently serious can amount to unfairly prejudicial conduct.