Didon v Albert & Ors (CS 475/1999) [2001] SCSC 17 (29 August 2001)

Didon v Albert & Ors (CS 475/1999) [2001] SCSC 17 (29 August 2001)

The extraordinary general meeting was validly convened with the acquiescence of all directors/shareholders, and the petitioner was properly removed as director, not resigned. However, the directors failed to properly offer new shares pro-rata to the petitioner, causing unfair prejudice and dilution of his shareholding. The lease arrangement with a related company did not amount to unfair prejudice in the absence of evidence of diversion of business or impropriety.

Citation
[2001] SCSC 17
Parties
Applicant: Maurice Didon; First Respondent: Eugene Albert; Second Respondent: Julina Albert; Third Respondent: Brian Dubignon
Court
Supreme Court
Jurisdiction
Seychelles
Judgment Date
29 August 2001
Case Number
CS 475/1999
Procedural Posture
Petition Under Companies Act / Judgment
Outcome
Petition allowed in part
Legal Topics
Oppression of Minority Shareholders, Allotment of Shares, Removal of Director, Conflict of Interest, Corporate Governance
Source Language
English
Company Law Oppression of Minority Shareholders Allotment of Shares Removal of Director Conflict of Interest Corporate Governance

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 4 Authorities cited 5 Party arguments 2 Amounts and remedies 8
Sign in to unlock

Parties

Maurice Didon

Applicant

Eugene Albert

First Respondent

Julina Albert

Second Respondent

Brian Dubignon

Third Respondent

Procedural Posture

Petition Under Companies Act / Judgment

Legal Issues

  1. 1 Whether the extraordinary general meeting was validly convened and the removal of the petitioner as director was lawful
  2. 2 Whether the allotment of new shares was conducted in a manner prejudicial to the petitioner
  3. 3 Whether there was unfair prejudice or oppression under Section 201 of the Companies Act

Ratio Decidendi

The extraordinary general meeting was validly convened with the acquiescence of all directors/shareholders, and the petitioner was properly removed as director, not resigned. However, the directors failed to properly offer new shares pro-rata to the petitioner, causing unfair prejudice and dilution of his shareholding. The lease arrangement with a related company did not amount to unfair prejudice in the absence of evidence of diversion of business or impropriety.

Court Disposition

Petition allowed in part

Orders

  • Petitioner to be treated as revoked (not resigned) as director from date of judgment, entitled to all salaries and benefits until revocation; acts of board and appointment of Brian Dubignon as director remain valid.
  • First and Second Respondents to relinquish shares issued in excess of pro-rata entitlement; such shares offered to petitioner at issue price of R450 per share, with 14 days to pay; upon payment, shares to be registered in petitioner's name; failure to pay results in renunciation and shares revert to respondents.