Use It For
Use this for article-based governance controls, shareholder sanctions, and the limits of majority power in a close company.
Brief English Introduction
The case accepts that articles may discipline shareholder conduct in some circumstances, but insists that penalty standards be clear enough to avoid arbitrary majority punishment.
Teaching Notes
Pair this with Guiding Case No. 96 to compare legitimate “people-connected” close-company arrangements with oppressive or under-specified exit and penalty mechanisms.