Topic 9: Shareholder Remedies - Unfairly Prejudicial Conduct

A.

The Key Elements Of The Section

CA 2006, s 994
A member may apply to the court by petition for an order on the ground that the
company's affairs are being or have been conducted in a manner which is unfairly
prejudicial to the interests of its members generally or of some part of its members
(including at least himself) or that any actual or proposed act or omission of the
company (including an act or omission on its behalf) is or would be so prejudicial.
Disputes in Private Companies:
-personal relationships and commercial
-disputes tend to be personal and bitter and settling such cases can be difficult
Disputes in Public Companies:
-complaints about the standard of management and the level of their remuneration
-management under-performance may be addressed by setting contractual targets and linking
remuneration to performance; many of the shareholders in these companies will be institutional
shareholders who are able to exercise influence by voicing their concerns directly to the board
-in the worst case of mismanagement, a declining share price may mean that the company
becomes a target of a takeover and so under-performing management can be replaced through the
market for corporate control.
-shareholders who have grievance in these companies typically will resolve the problem by
simply selling their shares
Majority and Minority Shareholders
-most disputes involve minority shareholders seeking redress as the majority can secure redress
for themselves through the exercise of their voting power.
-however, minority shareholders too can behave in an obstructive and damaging way with a view
to forcing the majority to buy them out at an inflated value simply to rid themselves of the
nuisance.

Conduct of the company's affairs - company issues, not shareholder disagreements

inter se (between or among themselves)
-the conduct complained of must relate to the conduct of the affairs of the company and it
can relate to a course of conduct or a specific act. It must be concerned with acts done or
left undone by the company or those authorised to act as its organs and not simply with
the conduct of an individual shareholder acting in a personal capacity
Interests of the members as members - elastic concept;
interests of members as directors - removal cases;
interests of members as creditors

s 994 allows a member to petition the court for a remedy on the ground that the company's
affairs will be, are being, or have been conducted in a manner that is unfairly prejudicial to the
interest of members generally, or of some part of its members (including at least that one
member).
Equitable Considerations:
s 994 focuses on the members' interests as opposed to their rights
the members' rights are found in the company's constitution, but the courts have repeatedly
stated that their interests can be wider that their rights.
certain companies, the members may agree that the company should be run in a certain
manner, but such agreements may never be formalised or inserted into the constitution.
in such companies, the courts will not permit the constitution to be relied upon if such
reliance unfairly prejudices the interests of the members by defeating the 'legitimate
expectations' (rephrased as equitable considerations) that such agreements give rise to.
In O'Neill v Phillips, Lord Hoffman stated that:
a member of a company will not ordinarily be entitled to complain of unfairness unless there has
been some breach of the terms on which he agreed that the affairs of the company should be
conducted. But there will be cases in which equitable considerations make it unfair for those
conducting the affairs of the company to rely upon their strict legal powers.
What constitutes a member as a member may allow the court to take account of the
members' interests as creditors in certain circumstances.
R & H Electrical Ltd v Haden Bill [1995] 2 BCLC 280
Member interests as creditors
Facts:
-There were four equal share-holder and directors. The petitioner was one of the shareholders
and he provided the company with its working capital through loans from another company
wholly owned by him. These loans formed an essential part of the arrangements b/w him and his
fellow shareholders who regarded it as immaterial whether the funding came from the petitioner
or through his other company. The relationship b/w the parties broke down and the others
attempted to remove the petitioner from office as a director. He petitioned for relief and the
respondents argued that, in so far as he had concerns, they related to his role as a creditor of the
company rather than matters affecting his interests as a member.
Held:
-Robert Walker LJ considered the loan arrangements were sufficiently closely associated with
his membership of the company to be within the scope of statutory provision. It was unfairly
prejudicial to his interests as a member, therefore, to remove him from management of the
company while he was a significant creditor of the company and he was entitled to relief.

Petition though the company is insolvent

Gamlestaden Fastigheter AB v Baltic Partners Ltd [2007] 4 All ER 164, PC; noted Walters
unfair prejudice actions are not restricted to members

Facts:
Baltic Partners Ltd was set up to operate a joint venture entered into by the claimant and a man
named Karlsten. To finance the venture, the claimant made substantial loans to, and purchased a
substantial number of shares in Baltic. However, shortly thereafter, the claimant alleged that
Karlsten and Baltic's directors had improperly removed funds from Baltic. The claimant alleged
that this constituted unfairly prejudicial conduct and that Baltic's directors should account to
Baltic for the withdrawals made. At the time of the hearing, Baltic had become insolvent, and so
its directors argued that the payment of compensation to Baltic would benefit the claimant in his
capacity as a creditor of Baltic, and so the claim should be dismissed.
Held:
The court rejected the directors' arguments and found for the claimant. Lord Scott stated that, in
such cases, the claimant should not be precluded from a remedy simply because the remedy
would benefit him as a creditor and not as a member.
Where an investor in a joint venture company has invested not only by subscribing for shares but
also by advancing loan capital, the investor may be granted relief from unfairly prejudicial
conduct even though that relief benefits the investor only as a loan creditor and not as a member,
the Privy Council ruled on 25 April 2007 (Gamlestaden Fastigheter AB v Baltic Partners Ltd &
Ors (Jersey) [2007] UKPC 26).

Re Tobian Properties Ltd, Maidment v Attwood [2013] 2 BCLC 567

Directors' remuneration under scrutiny
Facts:
Geoffrey Maidment, a minority shareholder applied to Court for relief under the Companies Act
2006 (s.994(1)) regarding what he claimed was the unfairly prejudicial conduct of Mr Attwood, a
co-shareholder, regarding his activities as sole director in Tobian Properties Ltd (Tobian).
Unfair prejudice was alleged on several basis, including the fact that Mr Attwood had paid
himself what Mr Maidment considered to be excessive remuneration in respect of his directors
duties.
By way of example, picking up on the two particular examples cited by the Appeal judge: (1) in
2002 Mr Attwood paid himself 170,750 plus benefits in kind of 10,777; (2) in the following
year he paid himself 145,000, notwithstanding that the company had made a loss of (169,508)
and that the shareholders funds had gone down from 133,540 to (9,680).
At first instance, although the judge found that the payments Mr Attwood had paid to himself
were excessive, this was held not to be unfairly prejudicial to the interests of the claimant
because they had been disclosed in the companys annual accounts, which Mr Maidment could
have, but failed to, review. The rationale of court was that a shareholder could not complain of an
act which would otherwise have qualified as unfair prejudice if, by his/her own diligence s/he
could have found out about it earlier.

The Appeal Court however disagreed with the decision of the trial judge. In particular, that there
was an onus on shareholders in such circumstances to read the company accounts. It concluded
that by reason of having fixed his remuneration by reference to his own interests, contrary to his
duty as a director, Mr Attwood, had acted in a manner which was unfairly prejudicial.
The Court clarified, (following a previous decision (Irvine v Irvine [2007] 1 BCLC 349)), that
when looking at the question of appropriateness of a directors remuneration, reference should be
made to objective commercial criteria adding:
...in light of the public debate that has taken place in recent years over executive pay in large
companies, much guidance can be found about the remuneration of directories in listed
companies in the various guidelines that have been produced, such as the Association of British
Insurers Principles of Remuneration
Moreover, the Appeal Court did not consider that the fact that Tobian was in liquidation as being
prohibitory in terms of being able to provide a remedy, confirming that it had wide powers
(under the Companies Act 2006 (s.996(1)) to fashion appropriate relief to meet the circumstances
of a particular case.
The case is a timely reminder that directors pay may be open to scrutiny by shareholders who
may also have the means to do something about it, even where the company has gone into
liquidation, and, unlike derivative claims, unfair prejudice claims are not limited to minority
shareholders.
B.
The Scope Of The Jurisdiction - What type of conduct amounts to unfairly prejudicial
conduct - in what circumstances and on what basis can a petition be brought ?
The proper approach to the provision is outlined by the House of Lords in ONeill v Phillips
[1999] 2 BCLC 1 which stresses that there are two grounds upon which a petition might be
brought. To found a petition, there must be:
(a) a breach of the terms on which the affairs of the company should be conducted i.e.
an abuse by directors of their powers or an infringement of the members rights under the
constitution or the companies legislation; or
(b) use of the rules in a manner which equity would regard as contrary to good faith
i.e. where equitable considerations have arisen which make it unfair for those
conducting the affairs of the company to rely upon their strict legal powers.
(i) Breach of the terms on which the affairs of the company should be conducted )Breach of
Statutory Rights)
a breach of the terms on which the affairs of the company should be conducted i.e. an abuse by
directors of their powers or an infringement of the members rights under the constitution or the
companies legislation
Breach of the no conflict duty - misappropriation and diversion of the company's assets

Grace v Biagioli [2006] 2 BCLC 70

it might be prejudicial to remove a member from office as a director but not unfairly so, if his
conduct merited removal
the respondents consciously and deliberately failed to pay a dividend which had been
declared. Instead the available profits were distributed in the guise of management fees to the
respondents. The non-payment of declared dividend was unfairly prejudicial conduct.
the petitioner was a member and director of a company. He was removed from office because
he was attempting to set up a rival company. The court held that the conduct complained of (ie
removing him) was prejudicial but, given the obvious conflict of interest that his actions had
created, it was not unfair.
Re McCarthy Surfacing [2009] 1 BCLC 622
a bonus agreement was deliberately designed to benefit the directors (and majority
shareholders) and to ensure that none of the profits made on a particular project would be
available to the other shareholders. In such circumstances, the making of the bonus agreement
was a breach of the duty to act fairly and of the no-conflict rule and was unfairly prejudicial, as
was a persistent failure by the board to consider whether or not to declare dividends and a failure
by the board to have regard to the company's interest when negotiating transactions with the
majority shareholder.
Re Woven Rugs Ltd [2010] EWHC 230
The respondent director in breach of duty refinanced the company in a way which favoured
the interests of the majority shareholders over the interest of the minority shareholders for no
purpose other than to benefit the majority at the expense of the company. He was also
responsible for the extraction of funds from the company in the form of unauthorised
remuneration and management charges. All of these matters amounted to the conduct of the
companys affairs in an unfairly prejudicial manner.
Abuse of power including allotments, or proposed, allotments for an improper purpose
a common ploy in these disputes is for the directors to make an allotment of shares in order to
dilute the petitioner's interest in the company, something which is in breach of the directors' duty
to act in accordance with the constitution and to exercise their powers for the purpose for which
they are conferred.
Re a Company , ex p Harries [1989] BCLC 383.
a failure to allot on a rights basis when required to do so is clearly unfairly prejudicial
In this case, the majority SH and director made an allotment of shares on a non-rights basis (in
breach of statutory requirements for a rights issue) for the purpose of increasing the respondent's
holding and decreasing the petitioner's holding (from 40% to 4%) in the company.
Dalby v Bodilly [2005] BCC 627
an allotment made by the company's sole director and 50% shareholder without regard to the
statutory obligation to have a rights issue had the effect of diluting the other 50% SH to a 5% SH
There were allegations of other misconduct, but Blackburne J thought it was sufficient to look
at the allotment of shares which was the plainest possible breach by the director of his fiduciary
duty and unfairly prejudice conduct.

Re Sunrise Radio Ltd, Kohli v Lit [2010] 1 BCLC 367

where a planned rights issue to all shareholders was deemed by the directors to be in the best
interests of the company, but a shareholder successfully argued that the rights issue was
unnecessary and to her prejudice in acting effectively to dilute the portion of control she had,
even though she had ample notice of the issue and would have been able to subscribe had she
wished to.
Re McCarthy Surfacing [2009] 1 BCLC 622
Graham v Every [2014] BCC 376
Mismanagement
Re Macro Ltd [1994]
it was possible to point to specific failures repeated over many years which caused financial
loss to the company. The company had a substantial portfolio of properties which had been
mismanaged by the sole director who was 83 years old and the father of the petitioner in this
case. He failed to institute proper maintenance system for the properties to ensure that they were
properly let and rent duly paid with the result that the value of these assets had been depleted.
Such conduct was unfairly prejudice.
Directors of the company had engaged in significant and serious acts of mismanagement
whilst mismanagement will not normally amount to unfairly prejudicial conduct,
mismanagement that is sufficiently serious can amount to unfairly prejudicial conduct.
Fisher v Cadman [2006] 1 BCLC 499
the court rejected complaints from a shareholder about the inactive management of a
property company's assets by its directors. It was the practice of the company to hold properties
in the hope of realising capital gains without expending large sums of money on repairing and
letting the properties.
the court thought that the decision to manage the assets in that way was within the range of
reasonable business decisions available to the directors as managers and did not amount to
mismanagement.

(ii) Use of the rules in an inequitable manner

the second basis for a petition under s 994 identified by HL in O'Neil v Philips is that there has
been some use of the rules in a manner which equity would regard as contrary to good faith. Care
must be taken in relying on this ground and vague assertions that some legitimate expectations of
the petitioner have not been met will be rejected by the court.
Use of the rules in a manner which equity would regard as contrary to good faith i.e. where
equitable considerations have arisen which make it unfair for those conducting the affairs of the
company to rely upon their strict legal powers.
-Start by establishing whether equitable consideration have arisen to affect or constrain the
exercise of legal power.
Quasi-Partnerships:
these companies are commonly described as 'quasi-partnerships' though 'it is clear that Lord
Wilberforce was not intending to set out an exhaustive list of factors, and that term quasipartnership is only intended as a useful shorthand label'.
Ebrahimi v Westbourne Galleries Ltd [1972] 2 All ER 492
Facts:
In 1945, E and N formed a partnership. In 1958, they incorporated the business and E and N
became the company's directors. Shortly thereafter, G (N's son) also became a director. Between
them, N and G held the majority of the companys shares. In 1969, a dispute arose and N and G
used their shares to vote E out of office. E petitioned the court for a winding-up order.
Held:
In many companies the rights of the members will be exhaustively stated in the company's
constitution. However, quasi-partnerships will conduct business based on 'legitimate
expectations'and agreements made between the members and, in such companies, effects should
be given to these expectations and agreement. Although the requirements that make a quasipartnership cannot be exhaustively stated, typically quasi-partnerships will display all, or some
of the following characteristics.
-the company will be formed based on mutual trust and confidence
-there will be an agreement that some, or all, of the members will be involved in management
-the shares will not be freely marketable, meaning that an aggrieved shareholder may be locked
into the company.
The type of company which will typically give rise to such equitable constraints on the
exercise of legal powers is a company which has one or probably more of the characteristics
identified by Lord Wilberforce, namely:
(i) An association formed or continued on the basis of a personal relationship involving mutual
confidence;
(ii) An understanding that all or some of the shareholders shall participate in the conduct of the
business; and
(iii) Restrictions on the transfers of shares.

Breach of understanding which form the basis of association

Test as Patten J explained in Grace v Biagioli: Ask whether the exercise of the power or rights
in question would involve a breach of an agreement or understanding between the parties which
it would be unfair to allow a member to ignore.
Nature of the (changing) relationships within the company
ONeill v Phillips [1999] 2 BCLC 1
Facts:
The D gave 25% of a company's shares to the claimant and appointed him as a director. The D
also retired from the board, leaving the C as the de facto managing director. The profits of the
company were initially split 75:25 in favour of the D, but was later amended to provide for an
equal share. The company experienced financial difficulties and the D returned to oversee
management. He also claimed to once again be entitled to 75% of the companys profits. The
claimant left the company and commenced an unfair prejudice claim.
Held:
The HL that the D had not promised that the claimant would always receive 50% of the profits
and, at most, had promised that the claimant would receive 50% of the profits only while he
acted as de facto managing director. The D had not breached the company's constitution, nor was
there anything giving rise to the equitable considerations of which Lord Hoffman spoke.
Accordingly, the claimants action failed.
Re McCarthy Surfacing, Hequet v McCarthy [2009] 1 BCLC 622
Croly v Good [2010] 2 BCLC 569
Understandings as to participation in management
Complaints about removal from office are central to most unfairly prejudicial petitions. If the
parties in a small private company have come together as members on the basis that all or some
of them shall participate in the management of the company, the exclusion of a shareholder from
management by removing him without cause as a director (a power open to the majority by
ordinary resolution under CA 2006, s 168) is unfairly prejudicial.
Brownlow v G H Marshall Ltd [2000] 2 BCLC 655
where the company was a family business built over a long period of time and with the shares
not held equally by a brother and two sisters, all of whom were directors, Following various
disagreements and the breakdown of the personal relationships involved, an attempt was made to
exclude one of the sisters from the board. The court held that attempting to exclude her without
fair offer of her shares was unfairly prejudicial conduct entitling her to relief.
Shepherd v Williamson [2010] EWHC 2375
Moxon v Litchfield [2013] EWHC 3957
Understandings as to participation in financial returns

 Dividend issues
Grace v Bagioli [2006] 2 BCLC 70
a dividend had actually been declared but the respondents (aggrieved by the conduct of the
petitioner) then deliberately chose not to pay it and instead distributed the available profits as
management fees to themselves. This non-payment, the court held was unfair prejudice. More
commonly, the problem is that the company does not declare any dividends while continuing to
amass reserves.
Irvine v Irvine [2007] 1 BCLC 349
though the company was not a quasi-partnership, the court concluded that payment of
excessive and unauthorised remuneration by a majority shareholder to himself as director of the
company was unfairly prejudicial conduct. The consequence of the excessive payments was that
the minority shareholders were prevented from receiving as much by way of dividend as they
would have received consistent with the historic policy of maximum profit distribution in the
company.
Quinlan v Essex Hinge Co Ltd [1996] 2 BCLC 417
a director who became in effect a junior partner in a quasi-partnership company, an was then
excluded from management by the domineering majority shareholder, successfully petitioned
under s 459 of the companies act 1985 that the affairs of the company had been conducted in a
manner unfairly prejudicial to his interests as a shareholder.
the evidence established that the company had the characteristics of a quasi-partnership, albeit
that the petitioner (a minority shareholder) had been a junior partner with the majority
shareholder a dominant senior partner. The association between the petition and the majority
shareholder involved mutual confidence and an understanding that the minority shareholder
would participate in the conduct of the business over and above the specific areas defined in his
service agreement - the petitioner had thus established a legitimate expectation of management.
the judge accepted that there was little doubt that the majority shareholder dominated the
company's affairs. particularly in deciding, in effect unilaterally, what bonuses should be paid to
directors and what amount should be retained by way of reserves. The petitioner was able to
bring himself within section 459 simply on the basis of his exclusion from participation in the
management of the company
the court has found there to be a quasi partnership. The court will look beyond strict rights
under a service agreement, and base its decision on wider equitable considerations, in this case a
legitimate expectation of participation in management.
Re McCarthy Surfacing, Hequet v McCarthy [2009] 1 BCLC 622
Croly v Good [2010] 2 BCLC 569 Lecture sheets 2014-15 42
Understandings as to the basis of the relationship deadlock exit at will
where some event has occurred which puts an end to the basis on which the parties entered
into association with each other, so making it unfair that one shareholder should insist on the
continuance of the association (a frustration-type situation)
the unfairness lies not in the changed circumstances, but in the conduct of the majority in
insisting upon the continuance of the association in those changed circumstances.
Re Phoenix Office Supplies Ltd [2003] 1 BCLC 76

the CA rejected a claim by a shareholder that his co-shareholders and directors were obliged to
purchase his shares when he decided (for purely personal reasons) to leave the company.
the CA noted that a quasi-partnership company relationship does not give rise to an
entitlement to a 'no-fault divorce' enabling one partner at will to require the other partners to buy
his shares at fair value.
Re Metropolis Motorcycles Ltd, Hale v Waldock [2007] 1 BCLC 520.
the courts did not feel that the case fell into this -quasi-frustration' category. The parties had
an understanding that only the majority shareholder would be a director. The minority expected
to be able to make monthly drawings from the company on account of profits, but the parties
failed to anticipate that circumstances might arise which would prevent the minority having any
return on his substantial investment in the company. The company fell into financial difficulties
and while the majority shareholder continued to het a financial return as a director, the company
was not in a position to declare a dividend to the minority. The court concluded that that was a
failure by the parties to anticipate what had occurred rather than a change in the circumstances
requiring court intervention to bring the association to an end.
Re Sunrise Radio, Kohli v Lit [2010] 1 BCLC 367
Hawkes v Cuddy [2009] 2 BCLC 427
Fair offer will usually mean strike out of the petition: ONeill v Phillips [1999] 2 BCLC 1; but
see Harborne Road Nominees v Karvaski [2012] 2 BCLC 420
As noted above, a petition may be brought either on the basis of a breach of the terms on
which the affairs of the company should be conducted or use of the rules in an equitable manner,
as per O'Neill v Phillips. However, while those grounds on which a petition may be based, it is
not necessarily the case that the petition can proceed for, in some circumstances, the petition may
be struck out by the court.
Generally, the court will strike out a petition if an offer has been made to the petitioner
(whether as required by the articles or otherwise) that gives the petitioner all the relief that he
could realistically expect to obtain on the petition and it would therefore be an abuse to continue
with the litigation
fair offer/strike out rule is used to force the parties to the negotiating table
in a quasi-partnership, to be a fair offer, the offer typically has to be an offer to purchase the
minority shares on a pro rata basis on a valuation made by an independent valuer.
the matter should be on a pro rata basis because the matter should be approached as a sale of
the whole business to an outside purchaser.
In order to be free to manage the business without regard to the relationship of trust and
confidence which formerly existed, the majority must buy the whole business, 'part from
themselves and part from the minority, thereby achieving the same freedom to manage the
business as an outside purchaser would enjoy'.
Valuable guidance on what is a fair offer, such that a petition should be struck out was
given by Lord Hoffman in O'Neill v Phillips as follows, and this now provides the basic
benchmark for a fair offer:
1) the offer must be to purchase the shares at a fair value
2) the value, if not agreed, should be determined by a competent expert

3) the offer should be to have the value determined by the expert as an expert. It is not
required that the offer should provide for the full machinery of arbitration or the half-way
house of an expert who gives reasons. The objective should be economy and expedition,
even if this carries the possibility of a rough edge for one side or the other (and both
parties in this respect take the same risk) compared with a more elaborate procedure.
4) the offer should provide for equality of arms between the parties. Both should have the
same right of access to information about the company which bears upon the value of the
share and both should have the right to make submission to the expert; and
5) when the offer is made after a lengthy period of litigation, it cannot serve as an
independent ground for dismissing the petition, on the assumption that it was otherwise
well founded, without an offer of costs. But this does not mean that payment of costs
need always be offered. If there is a breakdown in relations between the parties, the
majority shareholder should be given a reasonable opportunity to make an offer (which
may include time to explore the question of how to raise finance) before he becomes
obliges to pay costs.
Relief
Most common order - purchase order:
Strahan v Wilcock [2006] 2 BCLC 555, CA
it was argued that this general rule (pro rata valuation in a quasi-partnership) should be set
aside. In that case the parties' relationship had developed from one employer/employee into a
quasi-partnership, but the acquisition of shares in the business by the petitioner had also been the
subject of commercial option agreements. The question was whether such commercial aspects to
the relationship meant that a pro rata basis should be set aside in favour of a discounted value.
the CA concluded that the relationship overall was correctly classified as a quasi-partnership
involving aspects arising from the petitioner's employment, his rights under the option
agreements (the terms of which did not suggest a purely commercial relationship) and his
participation in the management of the business. Given all the circumstances of the relationship,
on the petitioner's exclusion form the management of the company, fairness required that his
shares be purchased on a non-discounted basis.
Irvine v Irvine (No 2) [2007] 1 BCLC 445 - purchase order s 996
the unfair prejudicial conduct was the payment of excessive and unauthorised remuneration,
but the court considered that the breakdown in trust between the parties had gone too far to be
rectified by an order requiring the respondent to repay the excessive amount and fixing the level
of his remuneration as to the future. A purchase order requiring him to purchase the minority's
shares was the only appropriate remedy.
Re Sunrise Radio Ltd, Kohli v Lit [2010] 1 BCLC 367
Relationship with other remedies
Winding up on the just and equitable ground: IA 1986, s 122(1)(g) see Hawkes v
Cuddy [2009] 2 BCLC 427, overruling Re Guidezone Ltd [2000] 2 BCLC 321

the most extreme remedy available to an aggrieved member is to petition the court for an order
winding up the company. Such a remedy is not available under s 996, but is available under s
122(1) of the IA 1986, which lists eight circumstances in which a winding up may be ordered.
The two principle circumstances are:
1) A company can be wound up where the company passes a special resolution resolving
that the company should be wound up (s. 122(1)(a)). However, this remedy will be of
little use to a minority shareholder.
2) the key provision is found in s 122(1)(g), which allows the court to wind up a company
where it is of the opinion that it is just and equitable to do so, A single member can
petition the court under s 122(1)(g)., so potentially it is an extremely significant remedy.
Re Brand & Harding Ltd [2014] EWHC 247

A derivative claim
See Hannigan, Drawing boundaries between derivative claims and unfairly
prejudicial petitions [2009] JBL 606. Lecture sheets 2014-15 43