Locus standi of deceased shareholder's estate upheld where consent terms subsist and succession disputes remain undecided.

A deceased shareholder's estate may be represented by persons authorised under subsisting consent terms, and pending civil or testamentary proceedings do not, without a stay or contrary adjudication, bar a petition to protect the estate's company-law rights. The Tribunal noted that the earlier consent terms remained operative on the material before it, and no order in the succession proceedings displaced that arrangement. It also accepted that legal representatives may act where the estate's interest is affected. On the facts, the reduction in the deceased shareholder's holding after death justified representation of the estate in the company petition, and the objection to locus standi was rejected.

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Issues: Whether the respondents, claiming under consent terms and as representatives of the deceased shareholder's estate, had locus to maintain a petition alleging oppression and mismanagement under the Companies Act, despite pending civil and testamentary proceedings concerning succession to the deceased's assets and shares.

Analysis: The respondents' authority was traced to consent terms recorded in earlier proceedings, under which the deceased shareholder's shares were to be dealt with by the persons named therein. The pending civil suit did not, on the material before the Tribunal, obtain any stay or declaration invalidating those consent terms in relation to the shares. The testamentary proceedings likewise had not produced any order displacing the arrangement under which the estate was being represented. The Tribunal also relied on the principle that, where a deceased member's estate is affected, legal representatives may maintain proceedings to protect the estate's interest and that succession should not be left in abeyance to the detriment of the estate. On the facts, the reduction in the deceased's shareholding after her death furnished sufficient cause for the estate to be represented in the company petition until the succession disputes were finally determined.

Conclusion: The respondents were held entitled to maintain the company petition and the objection to their locus was rejected.

Ratio Decidendi: A deceased shareholder's estate may be represented by persons authorised under subsisting consent terms, and pending succession litigation does not, without a stay or contrary adjudication, bar maintenance of a petition to protect the estate's company-law rights.

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