Strahan v Wilcock

Strahan v Wilcock

The relationship between the parties developed into a quasi-partnership, and the respondent was excluded from management. In such circumstances, fairness and established legal principles require the appellant to purchase the respondent's shares at their non-discounted value. The existence of commercial arrangements did not constitute special circumstances justifying a discounted valuation.

Parties
Respondent: Strahan; Appellant: Wilcock
Jurisdiction
England and Wales
Judgment Date
19 January 2006
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division)
Outcome
Appeal dismissed
Legal Topics
Unfair Prejudice, Quasi Partnership, Shareholder Remedies, Valuation of Shares
Company Law Equity Unfair Prejudice Quasi Partnership Shareholder Remedies Valuation of Shares

Case Brief

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Parties

Strahan

Respondent

Wilcock

Appellant

Procedural Posture

Civil Appeal / Appeal From High Court (chancery Division)

Legal Issues

  1. 1 Whether the company was a quasi-partnership entitling the respondent to equitable relief
  2. 2 Whether the appellant was obliged to purchase the respondent's shares at a non-discounted value after exclusion from management
  3. 3 Whether commercial arrangements between the parties constituted special circumstances justifying a discounted valuation

Ratio Decidendi

The relationship between the parties developed into a quasi-partnership, and the respondent was excluded from management. In such circumstances, fairness and established legal principles require the appellant to purchase the respondent's shares at their non-discounted value. The existence of commercial arrangements did not constitute special circumstances justifying a discounted valuation.

Court Disposition

Appeal dismissed

Orders

  • Appellant to purchase respondent's shares at non-discounted value