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Re Bird Precision Bellows [1984] Ch 658

By Oxbridge Law TeamUpdated 04/01/2024 07:12

Judgement for the case Re Bird Precision Bellows

Table Of Contents

  • Issue was as to how shares were to be valued for purposes of making buyout order.

Held

  • Fairness” is most relevant factor when setting price for buyout order.

  • As general principle, fair price is that which could have been obtained by Claimant on market

    • I.e. there will be a minority discount

  • However where company is “quasi-partnership”, conduct of parties is relevant.

    • If Claimant is unfairly prejudiced through no fault of his own, share price will be pro rata

      • I.e. value of shares is the average value of share in company based upon total value of all shares

    • if Claimant makes unilateral decision to leave company of his own accord and prejudice only occurs towards him as result of others learning of his decision, will be minority discount

      • I.e. Claimant has no automatic right to be bought out at full value where he wants to leave for reasons unrelated to the prejudice

    • if Claimant’s conduct justifies his exclusion from company, will be minority discount

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