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OUTER HOUSE, COURT OF SESSION
[2025] CSOH 34
P628/24
OPINION OF LORD BRAID
in Petition of
FOTHERINGAY LIMITED
Petitioner
for
orders under sections 994 and 996 of the Companies Act 2006 in relation to the affairs of
West Ranga Developments Limited
Petitioner: Mackenzie, (sol adv); Harper Macleod LLP
First and Second Respondents: Brown; DAC Beachcroft Scotland LLP
1 April 2025
Introduction
[1]
This petition concerns the affairs of West Ranga Developments Limited, a company
incorporated under the Companies Act 2006, having its registered office in Scotland ("the
company"). The petitioner seeks orders under sections 994 and 996 of the 2006 Act, on the
ground that the affairs of the company have been conducted in a manner unfairly
prejudicial to the petitioner's interests as a member of the company. Among the orders
sought by the petitioner is an order for the purchase of its shares in the company at fair
value. The petition is opposed by the company, which is the first respondent, and by its
majority shareholder, West Ranga Property Group Limited, the second respondent (WRPG).
2
The remaining respondents are called for their interest as shareholders and directors of the
company, as the case may be, but have not lodged answers.
Background
[2]
The petitioner was incorporated on 31 March 2021 at the instance of David Reid, an
experienced chartered surveyor and property developer. Mr Reid owns 50% of the shares
in the petitioner, and is a director of it. The company was incorporated on 25 March 2021,
as the vehicle for Mr Reid entering into a joint venture property development with WRPG.
At the time of its incorporation, it had an issued share capital of four shares of £1, all of
which were owned by WRPG. The petitioner subsequently acquired one share, giving
it 25% of the company's issued share capital. At the same time, a shareholders agreement
was entered into between the petitioner, WRPG and the company.
[3]
The business to be undertaken by the company was, in the words of the petition,
that of a commercial property development and investment company undertaking a
diverse array of property projects including, but not limited to: design and build to suit
both freehold and leasehold (that is, to meet the needs of specific clients such as landowners,
occupiers or investors); speculative new-build developments; speculative redevelopments;
and land acquisition, promotion and sale. It is the petitioner's position that the purpose of
the joint venture was to combine the economic wherewithal of WRPG with the expertise and
contacts of Mr Reid (through the petitioner).
[4]
In or around August 2023, the share capital of the company was altered such that
it became 1000 shares of £0.01. Around that time the third respondent (Romar CS Ltd)
became a shareholder of the company, and a separate shareholder agreement was entered
into among the company, WRPG, Romar and the petitioner. The petitioner avers that that
3
agreement did not supersede the prior shareholders agreement. Following the introduction
of Romar as a shareholder and the restructuring of the share capital, WRPG owns 700 shares
(70%), the petitioner owns 200 shares (20%) and Romar owns 100 shares (10%).
[5]
Certain provisions of the (original) shareholders agreement are prayed in aid by the
petitioner. The second recital stated that the parties had agreed that each project undertaken
by the company would be held in a wholly owned subsidiary set up for the purpose.
Thereafter, clause 3.1 provides:
"For so long as [the petitioner] holds at least 25 per cent or more of the issued
share capital of the Company and there has been no Change of [Petitioner] Control
in respect of [the Petitioner] (sic), [the Petitioner] shall have the right to appoint,
maintain in office and remove David Reid as a Director and any such appointment
or removal of David Reid as a Director appointed in accordance with this clause 3.1
shall be by notice in writing served on the Company and shall take effect
immediately."
Clause 4.1 provides:
"The Company shall and the Shareholders shall use the rights and powers available
to them in relation to the Company so as to procure (so far as they are able by the
exercise of such rights and powers) that the Company shall: .....(b) keep the
Shareholders promptly informed as soon as reasonably practicable of all material
matters relating to the business of the Group; .... provided that a Shareholder's
rights to receive information pursuant to this clause 4 will apply only for so long as
such Shareholder holds 25 per cent or more of the issued Shares and provided that
such Shareholder is not in breach of any of the restrictions contained in clause 14
(Non-Competition)."
Pursuant to clause 3.1, Mr Reid was appointed as a director of the company on 21 June 2021
and he remains a director.
The petitioner's complaints of unfairly prejudicial conduct
[6]
Against that background, the petitioner's complaints about unfairly prejudicial
conduct are essentially two-fold. First, it complains that on 8 May 2024 the respondents
disabled Mr Reid's access to his company email account and to the company MS365
4
OneDrive (on which documents are accessed). Thus, although he remains a director, he
has been practically excluded from the company's affairs. Further, in breach of clause 3.9
of the shareholders' agreement the company has not held a board meeting since 8 May 2024,
whereas it is obliged to hold board meetings at least once every 2 months (in fact, arguably
once every month: see para [22] ). Any purported board meeting held without his presence
would be inquorate (but again see para [22]). While they do not accept that it was unfairly
prejudicial for them to do so, the respondents accept that they have excluded Mr Reid from
the company's affairs - they say, for good reason in light of his own conduct.
[7]
Second, the petitioner avers that in relation to 15 separate development
opportunities, the company has either diverted those opportunities to another company
within the WRPG group, or, at least, has organised its affairs in such a way that the
company has been, or will be if the opportunities come to fruition, deprived of profits which
rightfully belong to it, in breach of fiduciary duties owed to the company by its directors.
The debate
[8]
The case called before me for debate on the motions of both the petitioner and the
respondents. In summary, the solicitor advocate for the petitioner invited me to find in
terms of section 994 of the Act that there has been unfairly prejudicial conduct in respect
of the exclusion of Mr Reid (and, through him, the petitioner) from the company's business.
He submitted that if that motion were granted, any future proof before answer could focus
on the question of remedy under section 996. Counsel for the respondents resisted that
motion, submitting that no finding of unfair prejudice should be made at this stage, pending
the hearing of evidence. Additionally, he submitted that the petitioner's averments about
5
four of the 15 development opportunities were irrelevant and could not found a case of
unfair prejudice.
The petitioner's averments
[9]
In relation to that latter submission, the disputed averments are in statement 14 of
the petition. Insofar as material, they are as follows:
"The opportunities to enter each of the property development projects ...
condescended upon belonged exclusively to the Company. Due to the newly
incorporated status of the Company, it was verbally agreed between David Reid
on behalf of the Petitioner and the Fourth Respondent on behalf of [WRPG] on
an ad hoc basis that the commercial property development projects hereinafter
condescended upon at (i), (ii) and (iii) would be carried on under the banner of
other entities within [WRPG's] group with longer trading histories. However
it was a term of such agreements that these would remain Company projects
and any profits (or losses) associated with those projects would be reconciled
into Company - consistent with (i) the Company's ownership of the relevant
opportunities; (ii) the fiduciary duties owed by each of Mr Reid and Fourth, Fifth
and Seventh Respondents as directors of the Company; and (iii) the purpose and
terms of the Shareholders' Agreement. Neither the Petitioner, nor Mr Reid, had
any financial interest in [WRPG] or its subsidiaries... Mr Reid would not have
worked on projects for the benefit of other companies within the group in which
neither he nor the Petitioner had any interest. When [Romar] became a shareholder
of the Company and the [second shareholders agreement] was entered into, a side
letter dated 1 August 2022 was issued to [Romar]... [It] contained an undertaking by
the Fourth, Fifth and Seventh Respondents and David Reid, jointly and severally, to
pay [Romar] the difference between £100,000 and the dividends received by [Romar]
from the Company in the two years following execution of the agreement. The letter
also contained a waiver by [Romar] of its `right to receive any profits ... in respect
of the AMZL Project Dundee, Cazoo Sale and Leaseback Portfolio, 10 Murraygate
Development and the Scania Falkirk project.' The `AMZL Project Dundee' is the
project hereinafter condescended upon at (iv). The Cazoo Sale and Leaseback
Portfolio is the project hereinafter condescended upon at (i). The `Scania Falkirk
project' is the project hereinafter condescended upon at (iii). The reason these
projects were included in this side letter, is because they were Company projects.
Those projects had commenced prior to Romar becoming a shareholder ... of the
Company... David Reid would have not have given the personal undertaking he
did by the side letter dated 1 August 2022 if those projects did not belong to the
Company. In line with the above arrangements, following its incorporation the
Company proceeded to undertake a number of commercial property development
projects, including:-
6
(i)
A sale and leaseback portfolio for Cazoo. The opportunity to carry out this
project was sourced for the Company by Mr Reid, who then carried out the
requisite work to deliver the project. This project did not require funding.
Mr Reid and the Fourth Respondent sourced a funding partner who purchased
four properties from Cazoo. Under the arrangements hereinbefore
condescended upon, the project was carried on under the banner of West
Ranga (Dundee) Limited, but it remained a Company project.
(ii)
Development of a site for Cazoo at Bankhead Drive, Edinburgh. The
opportunity to carry out this project was again sourced for the Company by
Mr Reid. Mr Reid then worked to deliver the project for the Company. It
was necessary to demonstrate the ability to fund a purchase of £4m, but no
outlay was required on the part of the Company as Mr Reid and the Fourth
Respondent sourced a funding partner which purchased from the vendor
and immediately leased to Cazoo. This project and the Cazoo sale and
leaseback condescended upon at (i) generated an aggregate net profit after
tax of £1,510,000. The Petitioner's profit share arising from these projects was
25% per cent of that (£377,629) in line with its shareholding in the Company
when the projects completed. However, as [Romar] became a shareholder of
the Company immediately before distribution of the proceeds, it was agreed
between the Petitioner and [WRPG] that £300,000 of the Petitioner's profit
share in relation to this project would be paid as consultancy fee by West
Ranga (Dundee) Limited. The details of this agreement were confirmed in
an email from [WRPG's] Finance Director to David Reid dated 26 August 2022.
A copy of that email is produced, referred to for its full terms, and held
incorporated brevitatis causa. It was also agreed that the remaining profit share
owed to the Petitioner (£77,629) and an equivalent portion of [WRPG's] profit
share (£232,887) would be included as a cash balance on the Company's balance
sheet. The ... Financial Director stated that: `I'm trying to assess how best to
get this across to [the company] without creating a corporation tax charge....'.
The remaining profit shares were never reconciled onto the Company's balance
sheet as they ought to have been, and the Company's assets on subsequent
accounts are accordingly understated by that £310,516 (£77,629 plus £232,887).
(iii)
Development of a site for Scania at Ivanhoe Drive, Falkirk. The opportunity to
carry out this project was sourced for the Company by Mr Reid and the Fourth
Respondent. Mr Reid worked to deliver this project for the Company. The
project generated a profit of £597,319.97 following deduction of a `development
management fee' paid to West Ranga Management Limited. Whilst the project
was carried out under the banner of West Ranga (Dundee) Limited, the profits
ought to have been reconciled into the Company and proceeds paid into the
Company accordance with the arrangements hereinbefore condescended upon.
(iv)
Development of a site for Amazon global online retailer at Dundee. The
opportunity to carry out this project was sourced for the Company by Mr Reid.
Mr Reid was in the process of carrying out this project when he was excluded
from the Company. Following detailed discussions with Amazon, Heads
of Terms were issued by the Company on 3 April 2024, together with the
Company's fee proposal. The Heads of Terms and fee proposal were each
agreed by Amazon. The project is anticipated to generate a net profit for the
7
Company of approximately £1,704,342 after tax in early 2025. The Petitioner
shall be entitled to receive 25% of those profits (£426,085.50), as [Romar] is
not entitled to share in these profits standing the terms of the side letter dated
1 August 2022."
The statutory framework
[10]
Section 994 of the 2006 Act provides:
"994 Petition by company member
(1)
A member of a company may apply to the court by petition for an order under
this Part on the ground
(a)
that the company's affairs are being or have been conducted in a manner
that is unfairly prejudicial to the interests of members generally or of
some part of its members (including at least himself), or
(b) that an actual or proposed act or omission of the company (including an
act or omission on its behalf) is or would be so prejudicial."
Section 996 of the 206 Act provides:
"996 Powers of the court under this Part
(1)
If the court is satisfied that a petition under this Part is well founded, it may
make such order as it thinks fit for giving relief in respect of the matters
complained of.
(2)
Without prejudice to the generality of subsection (1), the court's order may
(a)
regulate the conduct of the company's affairs in the future;
(b) require the company
(i)
to refrain from doing or continuing an act complained of, or
(ii) to do an act that the petitioner has complained it has omitted to do;
(c)
authorise civil proceedings to be brought in the name and on behalf of the
company by such person or persons and on such terms as the court may
direct;
(d) require the company not to make any, or any specified, alterations in its
articles without the leave of the court;
(e)
provide for the purchase of the shares of any members of the company by
other members or by the company itself and, in the case of a purchase by
the company itself, the reduction of the company's capital accordingly."
[11]
It is also relevant to note the terms of section 175:
"(1) A director of a company must avoid a situation in which he has, or can have,
a direct or indirect interest that conflicts, or possibly may conflict, with the
interests of the company.
8
(2)
This applies in particular to the exploitation of any property, information or
opportunity (and it is immaterial whether the company could take advantage
of the property, information or opportunity)."
Submissions for the respondents
[12]
Counsel for the respondents submitted that the petition was, at least in part,
misconceived. While he did not dispute that the directors owed fiduciary duties to the
company, and that third party companies would have had to account to the company for
a diversion of opportunities owned by the company in breach of those duties (whether or
not the company was itself able to take advantage of the opportunities), the fact was that
the petitioner accepted that all of the projects in statement 14(i) to (iv) had been carried
out by West Ranga (Dundee) Ltd with the consent of the petitioner, in circumstances where
the company itself lacked the funds to progress the projects. There had therefore been no
breach of fiduciary duty, and the company could not claim an accounting as if there had
been. Any remedy which the company might have had sounded in contract, although,
under reference to cases such as Crawford v Bruce 1992 SLT 524 and East Anglian Electronics
Ltd v OIS plc 1996 SLT 808, the agreement founded upon amounted to no more than an
agreement to agree, which was void for uncertainty and unenforceable: it was unclear what
was meant by the averment that profits were to be "reconciled into" the company, and the
reference simply to "profits" said nothing about how those profits were to be calculated.
Reference was also made to the very recent Supreme Court case of Rukhadze and others v
Recovery Partners GP Ltd and another [2025] UKSC 10 where there had been a breach of
fiduciary duty giving rise to the right to an accounting, as an example of the type of case
which the present was not. For all of those reasons, the averments in statement 14(i) to (iv)
were irrelevant and should not be admitted to probation.
9
[13]
As regards the petitioner's argument that a finding of unfair prejudice should be
made in respect of the admitted exclusion of Mr Reid from the company's business, counsel
for the respondents submitted that there would be little practical advantage in such an
order, which in any event should not be made at this stage. The respondents averred that
Mr Reid had himself breached his own fiduciary duties to the company by forwarding
emails to himself and by pursuing opportunities on his own account. They were entitled to
proof of those averments before the court reached any decision as to whether the exclusion
was unfairly prejudicial. Any order made that Mr Reid should be afforded access to the
company's business might be difficult to apply in practice, since he had resigned as a
director of WRPG, which had a common server with the company.
Submissions for the petitioner
[14]
The solicitor advocate for the petitioner submitted that the averments complained
of were all suitable for enquiry. It did not matter that the company was unable to pursue the
opportunities itself: it owned the opportunities and was entitled to the profits therefrom.
Had the WRPG diverted any of those opportunities to another company without the
petitioner's consent, it would have required to account for the profits. The petitioner offered
to prove that the agreement reached was that another company within the WRPG group
could progress the opportunities, subject to those same profits (ie the profits for which it
would have had to account had there been a breach of fiduciary duty) being paid to the
company. Consent having been given on that basis, it was relevant to aver that it was
unfairly prejudicial to the petitioner that the profits had not been paid. As regards
statement 14(i) and (ii), the averments were clearly sufficient to found a case of unfair
prejudice: the petitioner's case in summary was that WRPG's finance director had agreed
10
that the overall profit from those two transactions would be paid to the company, in line
with the agreement, but that had never happened. As regards 14(iv), the petitioner had
averred plainly that it had agreed heads of terms with Amazon. It did not accept, contrary
to the submission advanced by counsel for the respondents, that it had agreed to West
Ranga Dundee carrying out the project as it had admittedly done. The petitioner was
entitled to proof of its averments which, if true, would be a clear example of diversion of
a business opportunity owned by the company in breach of the directors' fiduciary duty.
[15]
Separately, an order should be made at this stage, in terms of paragraph (iii) of the
prayer of the petition, finding and declaring that at least to the extent that the petitioner had
been excluded from the business of the company, the affairs of the company have been and
are being conducted in a manner unfairly prejudicial to the interests of the petitioner. That
practical exclusion and the denial of information to the petitioner was clearly unfair and
prejudicial to the petitioner's interests qua shareholder: cf Hawkins, petitioners,
[2024] CSOH 3, paras [164] to [166]. A declarator in the terms sought would then enable the
parties, and the court, to focus on what remedy should be given under section 996. The
petitioner did not require to prove all of the conduct complained of in order to be entitled
to a remedy under that section.
Decision
[16]
It is settled, and not controversial in the present case, that unfairly prejudicial
conduct may consist of the exclusion of a shareholder from a company's business (as in
Hawkins, above); or breach of directors' fiduciary duties: Gray v Braid Group (Holdings)
Ltd [2015] CSOH 146, where both types of conduct were listed by Lord Tyre at para [24] as
examples (among others) of unfairly prejudicial conduct. (Although that case was reclaimed
11
to the Inner House - see Gray v Braid Group (Holdings) Ltd 2017 SC 409 - no issue was taken
with Lord Tyre's findings as to unfairly prejudicial conduct.)
[17]
However, as Lord Tyre also observed, there is no limit to the types of conduct
which may be unfairly prejudicial. The approach which requires to be taken to sections 994
and 996 was recently set out by the Inner House in Davidson v Pinz Bowling [2025] CSIH 6, at
paras [14] and [15]:
"[14] As regards the concept of unfairness, the guidance of Lord Hoffmann in
`...[A] member of a company will not ordinarily be entitled to complain
of unfairness unless there has been some breach of the terms on which he
agreed that the affairs of the company should be conducted. But... there
will be cases in which equitable considerations make it unfair for those
conducting the affairs of the company to rely upon their strict legal powers.
Thus unfairness may consist in a breach of the rules or in using the rules in
a manner which equity would regard as contrary to good faith.'
The petitioner must prove both prejudice and unfairness; one without the other is
not sufficient: see eg Jesner v Jarrad Properties Ltd 1993 SC 34; Rock (Nominees) Ltd v
RCO Holdings Plc (In Members Voluntary Liquidation) [2004] BCC 466; Re Neath Rugby
Ltd [2008] BCC 390, Lewison J at paragraph 202. In this regard the court disagrees
with the observation of the Lord Ordinary at paragraph [229] of his opinion that the
statutory concept of unfair prejudice is a unitary one; the authorities are clear that
both aspects must be separately satisfied.
[15] When applying the test of unfairness, the court is applying an objective
standard of fairness: Re Saul D Harrison & Sons plc [1994] BCC 475, Hoffmann LJ
at 488; Neill LJ at 501. In that case Hoffmann LJ observed that the starting point
for determining fairness will generally be the terms of the articles of association.
He continued (ibid):
`...the powers which the shareholders have entrusted to the board are
fiduciary powers, which must be exercised for the benefit of the company
as a whole. If the board act for some ulterior purpose, they step outside the
terms of the bargain between the shareholders and the company.'"
[18]
With these observations in mind I now turn to consider the competing submissions.
12
The petitioner's averments in statement 14 of the petition
[19]
The dual thrust of the submission by counsel for the respondents was that there
could be no breach of fiduciary duty where, as here, the petitioner (through Mr Reid)
admittedly knew that the projects averred in statement 14(i) to (iv) of the petition were
to be undertaken by another company in WRPG group, and in any event that the averred
agreement between the company and WRPG was void for uncertainty. Leaving aside the
tension between that latter submission, and the argument that any remedy the company
had must be pursued under the law of contract, the submission as a whole fails to address
the point that while unfairly prejudicial conduct may consist of a breach of fiduciary duty,
it need not do so, as the above dicta make clear.
[20]
The question which must be addressed at this stage is whether the petitioner's
averments that it agreed to opportunities which it owned being exploited by other
companies connected with WRPG subject to the profits being accounted for to the petitioner,
which agreement has not been honoured, could, if proved, viewed objectively, amount to
unfairly prejudicial conduct under section 994. As an aside, for what it is worth, I am not
persuaded that the averred agreement is void for uncertainty. I do not accept that it was
no more than an agreement to agree, as counsel for the respondent suggested. Whether that
is right or not, counsel's argument was that the terms "reconciled into the company" and
"profits" are too vague to have any meaning, or to be enforceable. If this were an action for
breach of that contract, which it is not, doubtless there would be averments of the factual
matrix against which the contract would fall to be construed, but I have no difficulty, in
principle, with the petitioner's submission that "reconciled into" is capable of meaning that
the profits were to be accounted for to the company. The term "profits" might give rise to
greater uncertainty but is also capable of the meaning proposed by the solicitor advocate for
13
the petitioner, namely, that it refers to the profits for which the second defender (or the
group company which had benefited from the transactions) would have had to account
had no consent been given. At all events, the parties seem to have had no difficulty in
ascertaining the profits for the Cazoo projects in (i) and (ii). There is also some force in
the petitioner's argument that the side letter issued to Romar, referred to in statement 14,
is indicative of a common understanding that the company was entitled to the profits from
the transactions referred to therein.
[21]
Reverting, then, to the question of whether in statement 14(i) to (iv) the petitioner
has relevantly averred a case of unfair prejudice in terms of section 994, I am satisfied that
it has. In simple terms, it has averred that there was an agreement that certain projects be
carried out by other companies within the WRPG group subject to the condition that it
receive an accounting for the profits; that in relation to two of those projects, the amount
of profits was agreed some time ago but has not been paid; that WRPG is otherwise (as is
clear from its answers) now arguing that even if there was such an agreement, it is not
enforceable, and the respondents are taking no steps to enforce it; that in relation to a
fourth project (Amazon Dundee) WRPG has diverted it to itself without consent which, if
true, would be a breach of the directors' fiduciary duties. When these averments are viewed
in light of the exclusion of Mr Reid from the company's business, and in light of the other
opportunities which the respondents are said to be diverting away from the company in
breach of their fiduciary duties, they are, if proved, capable of amounting to unfairly
prejudicial conduct, applying the approach described in Davidson v Pinz Bowling, above.
Finally, in answer to the complaint that the company's remedy is an action for breach of
contract, I observe that one of the remedies which the court may grant under section 996 is
an order authorising civil proceedings in the name of the company.
14
The exclusion of the petitioner from the company's business
[22]
There can be little doubt that the exclusion is prejudicial to the petitioner, but
whether it is unfairly prejudicial or not is a fact-sensitive question. The petitioner's right,
in terms of the shareholders' agreement, to nominate a director, existed for so long as
the petitioner held at least 25% of the issued share capital of the company, but on the
petitioner's averments, it has held only 20% since the introduction of Romar as a
shareholder. The petitioner avers that it has a legitimate expectation to participate in
the affairs of the company and to be provided with relevant information, which the
respondents deny. The respondents also have a series of averments seeking to justify
Mr Reid's exclusion. As regards the petitioner's averment that the company is required to
hold a board meeting every 2 months, and that any purported board meeting held without
his presence would be inquorate, that appears to be founded on the first shareholders'
agreement, which provides: in clause 3.9 that the board "shall meet at regular intervals
not exceeding once every two months" (which seemingly is intended to have the meaning
contended for by the petitioner); in clause 3.4 that the maximum number of directors is to
be four; and in clause 3.5, that the quorum for meetings is to be two (to include Mr Reid).
However, the second shareholders' agreement, to which the petitioner is also party,
provides in the corresponding provisions that the board is to meet at regular intervals not
exceeding once every month; that the maximum number of directors is to be six; and that
the quorum for meetings is to be three, with no requirement that Mr Reid be among that
number. The petitioner avers that the second shareholders agreement did not replace the
first one, but it is difficult to reconcile those conflicting provisions, and the matter may not
be as clear-cut as the petitioner would have it. In all the circumstances, I have reached the
15
view that whether or not the exclusion of Mr Reid was unfairly prejudicial to the petitioner
is something which can be decided only after the court has heard evidence, and that it
would be going too far, too fast, to decide that matter at this stage. Finally, I observe that
even had I made the order sought, I do not agree with the solicitor advocate for the
petitioner that it would have had the advantages he perceived. While he was correct in
saying that a finding of unfairly prejudicial conduct under section 994 necessarily leads
to the question of remedy under section 996, the extent and nature of any remedy is
inextricably intertwined with the extent and nature of the unfairly prejudicial conduct.
For example, if the conduct consisted solely of the exclusion of Mr Reid from the company's
business, the remedy might consist solely of an order that access be restored; whereas if
it included a failure to account for profits which rightfully belonged to the company, the
remedy might consist of an order to purchase the petitioner's shares at a fair value.
Disposal
[23]
I have refused in hoc statu the petitioner's motion for an order in terms of the prayer
of the petition. I have refused the respondents' motion to refuse to admit certain averments
in the petition to probation. I have reserved all questions of expenses. I will put the case out
by order to discuss further procedure in the light of this opinion.
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