It does, as equity always does, enable the court to subject the exercise of legal rights to equitable considerations: considerations, that is, of a personal character arising between one individual and another, which may make it unjust, or inequitable, 235 to insist on legal rights, or to exercise them in a particular way. "The superimposition of equitable considerations requires something more, which typically may include one, or probably more, of the following elements: (i) an association formed or continued on the basis of a personal relationship, involving mutual confidence this element will often be found where a pre existing partnership has been converted into a limited company; (ii) an agreement, or understanding, that all, or some (for there may be 'sleeping ' members), of the shareholders shall participate in the conduct of the business; (iii)restriction upon the transfer of the members ' interest in the company so that if confidence is lost, or one member is removed from management, he cannot take out his stake and go elsewhere.