What is the ratio in Ebrahimi v Westbourne Galleries?

In quasi-partnership companies, shareholders have legitimate expectations beyond strict legal rights. Courts can order just and equitable winding up where mutual confidence is lost and shareholders are excluded from management contrary to their reasonable expectations.

What did the court decide in Ebrahimi v Westbourne Galleries?

The House of Lords ordered the company to be wound up on just and equitable grounds because Ebrahimi's exclusion from management breached the mutual understanding on which the quasi-partnership operated.

Why is Ebrahimi v Westbourne Galleries important for company law?

It established the concept of legitimate expectations in quasi-partnerships and the availability of just and equitable winding up, laying foundations for modern minority shareholder protection including unfair prejudice remedies.

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