The leading English case on the above issue is the famous case EBRAHIMI -V- WESTBOURNE GALLERIES LTD (1973) AC 360, in which it has been inter alia held, that the imposition of equitable considerations requires one or more of the following elements:
(a) An association formed or continued on the basis of a personal relationship, involving mutual confidence (i.e. this can be found where pre-existing partnership has been converted into a limited company);
(b) An agreement or understanding, that all, or some, of the shareholders, shall participate in the conduct of the business;
(c) Restriction upon the transfer of the shares of members of the company, so that if confidence is lost, or one member is removed, or excluded from management of the company, he cannot take out his stake and go elsewhere.
(d) Existence of shareholder’s agreement regulating rights and obligations of members of the company.
