The Jenkins Committee's anticipated realm of "unfairly prejudicial" conduct becomes tangible in illustrative cases. In Re Sam Weller [1989] 3 WLR 923, the court found unfair prejudice when directors appointed themselves to paid posts at excessive rates, while impinging on dividends.¹ This underscores the court's sensitivity to actions that undermine members' rights for personal gain. Similarly, in Re McCarthy Surfacing [2009] BCLC 622, the court recognized that withholding dividends or offering disproportionately low returns could amount to unfairly prejudicial conduct, aligning with Dr. Wild's assertion that legitimate expectations extend beyond articles.²

However, the case of Irvine v Irvine (No 1) [2007] 1 BCLC 622 , it was ruled that a minority shareholder's expectation of dividends isn't automatic, even in quasi-partnerships.³This illustrates that legitimate expectations universally translate into court intervention. It's evident that while courts recognize the potential discord between articles and shareholder expectations, they carefully examine the specific circumstances of each case to decide if the discrepancy merits judicial remedy.

In Re a Company (No 004475 of 1982) [1983] 2 WLR 381, Lord Grantchester QC emphasized that not every act by directors constitutes unfair prejudice, dispelling the notion that mere refusal to exercise share-buying power triggers section 994.⁴ This aligns with Dr. Wild's observation that the courts require more than mere misalignment between articles and expectations. Moreover, Re Garage Door Associates [1984] 1 All ER 434 establishes that the equitable ground for winding-up and section 994 petitions can coexist, further corroborating Dr. Wild's statement that articles may not fully capture all legitimate expectations.⁵

References

1. Re Sam Weller [1989] 3 WLR 923

1. Re McCarthy Surfacing [2009] BCLC 622
2. Irvine v Irvine (No 1) [2007] 1 BCLC 622
3. Re a Company (No 004475 of 1982) [1983] 2 WLR 381
4. Re Garage Door Associates [1984] 1 All ER 434