Mrs Watson-Challis was the executive director of the subsidiaries and the "president" of the parent, while Mr Berry was the chairman.

By 1984, Mrs Watson-Challis was travelling overseas, and no longer taking an active part of the company's affairs.

She resigned her directorships, but her position as "president" remained written into the company's constitution, the articles of association.

There are wider equitable considerations which the court must bear in mind in considering whether a case falls within s 459 in particular in deciding what are the legitimate expectations of a member.

I wholly fail to understand how it can be said that the petitioner had a legitimate expectation that the articles would not be altered by special resolution in a way which enabled her office to be terminated by some different machinery.

There is in these circumstances no room for any legitimate expectation founded on some agreement or arrangement made between the directors and kept up their sleeves and not disclosed to those placing the shares with the public through the Unlisted Securities Market...