Case No. CL-2019-000290

57.EIGL did not prepare a draft pleading explaining the basis on which it contended it had a claim against Albion. However, EIGL’s claim appeared to involve the following steps: i)The Disputed Payments involved mismanagement of Heritage “on behalf of Albion” and Albion’s “failure to disclose what had occurred”. ii)The mismanagement gave rise to unfair prejudice so far as EIGL is concerned, because EIGL has suffered prejudice which cannot be remedied notwithstanding the fact that, since June 2014, it has held 80% of Heritage’s share capital and appointed four of its five directors. That prejudice is said to result from the fact that EIGL would have paid less for the 20% of Heritage it acquired in January 2018 had it been aware of the Disputed Payments. iii)The range of relief available in response to a petition for unfair prejudice is very broad and includes a power to order Albion to compensate EIGL for its losses, and there is a realistic prospect of such an order being made. iv)It is seriously arguable that the amount of such compensation in this case equals or exceeds the amount of Albion’s claim. v)The unfair prejudice claim is sufficiently closely connected with Albion’s claim to meet the test of equitable set-off. 58.Before considering these steps in turn, it is necessary to say something about the unfair prejudice jurisdiction invoked by EIGL.