Re Sam Weller & Sons Ltd [1990] Ch 682

Court: High Court

Facts: For 37 years, a profitable company had paid consistently low dividends. The petitioners, who held shares and were entitled to inherit more, alleged that their interests were unfairly prejudiced by the director’s refusal to register their additional shares, pay higher dividends, and disclose his remuneration. They sought an order for the director to buy their shares.

Issue: Can the failure to pay higher dividends and the refusal to register shares amount to unfair prejudice?

Held: The court dismissed the director’s attempt to strike out the petition. It ruled that although all members had equal legal rights, their interests could differ, and conduct affecting all members could still prejudice some.

Key Judicial Statement: “Interests” is broader than “rights,” and members of a company may have different interests even though their legal rights are the same.