Re JE Cade & Son Ltd [1992] BCLC 213

Key Point

  • No claim can be brought when it is irrelevant to the interests of the member as a member of the company.
  • In this case the petition failed since the shareholder who tried to get it was actually trying to defend his interests as a freeholder of a farm instead of protecting his interests as a member of the company


  • The petitioner was a shareholder in a family farming company and was also the owner of land which the company held on an agricultural tenancy.
  • He brought a petition for unfair prejudice on the ground that he should be allowed to recover possession

Held (High Court)

  • The court found that his real object in bringing proceedings was not to obtain any relief in his capacity as a member but to obtain possession of the land, as landlord, and dismissed his claim. 

Warner J

  • ‘The court . . . has a very wide discretion, but it does not sit under a palm tree.’
  • ‘[T]he interests of a member of a company that the court has jurisdiction to protect under section 459 are only his interests as a member. While those interests are not necessarily limited to his strict legal rights under the constitution of the company, they do not extend to interests of his in some other capacity.’