Re Tottenham Hotspur plc

Re Tottenham Hotspur plc [1994] 1 BCLC 655 is a UK company law case concerning unfair prejudice under s 459 of the Companies Act 1985, now s 994 Companies Act 2006.

Re Tottenham Hotspur plc
Court	Chancery Division, Companies Court
Decided	14 June 1993
Citation	[1994] 1 BCLC 655
Case opinions
Sir Donald Nicholls VC
Keywords
Unfair prejudice

Facts

In 1993 both Mr Alan Sugar and Mr Terry Venables had a 50-50 interest in Tottenham Hotspur plc. They agreed Mr Sugar would be the chairman and Mr Venables would be the chief executive. Subsequently, there was a rights issue. 48% of Tottenham Hotspur plc's shares were held by Amshold Ltd by Mr Sugar. 23% were controlled by Mr Venables through Edennote plc. Mr Sugar had a majority of voting shares. Mr Sugar and Mr Venables fell out. Mr Venables was removed from his position as chief executive through a majority vote on the board of directors. Mr Venables, through Edennote plc, began a s 459 petition, on the basis that both had been under agreement from 1991 that he would participate in management, and that Mr Sugar had breached this agreement by taking control of the company. Edennote alleged that it had a legitimate expectation that Mr Venables would participate in the affairs of the company on the basis of shared control even after the rights issue.

Judgment

"For long the law has recognised that in most cases contracts for personal service cannot sensibly be made the subject of orders for specific performance. If parties can no longer work together, no order of the court can change the position. The greater the mutual trust required by the contract, the less desirable it is to attempt to keep the parties harnessed together."

Specific performance when mutual trust ceases

See also

• Re Blue Arrow plc [1987] BCLC 585
• Fulham Football Club Ltd v Cabra Estates plc