In re Grafters Ltd. [2015] 1 JLR 144 (22 December 2014)

In re Grafters Ltd. [2015] 1 JLR 144 (22 December 2014)

Where a shareholder is unfairly excluded as director and no reasonable offer is made for their shares, the court will order a purchase at a fair value, which may be the value at the date of exclusion if subsequent changes in company value are not attributable to the excluded shareholder.

Citation
[2015] 1 JLR 144
Parties
Respondent: Grafters Ltd.; Applicant: Unnamed minority shareholder
Jurisdiction
Jersey
Judgment Date
22 December 2014
Procedural Posture
Unfair Prejudice Petition / Judgment on Valuation and Remedy
Outcome
Order for purchase of applicant's shares at fair value
Legal Topics
Minority Shareholder Protection, Unfair Prejudice, Share Valuation
Company Law Minority Shareholder Protection Unfair Prejudice Share Valuation

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 2 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Parties

Grafters Ltd.

Respondent

Unnamed minority shareholder

Applicant

Procedural Posture

Unfair Prejudice Petition / Judgment on Valuation and Remedy

Legal Issues

  1. 1 Whether exclusion of a shareholder as director without a reasonable offer to purchase shares constitutes unfair prejudice under Companies (Jersey) Law 1991, art. 141
  2. 2 How shares should be valued under art. 143 when company value has changed since exclusion

Ratio Decidendi

Where a shareholder is unfairly excluded as director and no reasonable offer is made for their shares, the court will order a purchase at a fair value, which may be the value at the date of exclusion if subsequent changes in company value are not attributable to the excluded shareholder.

Court Disposition

Order for purchase of applicant's shares at fair value

Orders

  • Respondent to purchase applicant's shares at £25,000