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Cited documents 1
Act
1Documents citing this one 2
Judgment
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Where s 163(1) is not proved, a court cannot grant s 163(2) buy-out relief, nor vary orders to appellant’s detriment without a cross-appeal.
Company law – s 163 Companies Act – relief for oppressive or unfairly prejudicial conduct; s 163(1) must be proved before s 163(2) relief granted; appellate procedure – respondent cannot obtain variation to appellant’s detriment without cross-appeal; majority voting/ removal as director and dismissal for misconduct do not automatically constitute oppression; winding-up as just and equitable requires insolvency or destroyed substratum, not mere breakdown of relations.
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Court refuses winding up of a solvent quasi‑partnership company but grants bespoke relief under section 163 to resolve accounting disputes.
Companies Act – winding up of solvent company on just and equitable grounds – quasi‑partnership principle – breakdown of special shareholder relationship; Companies Act s163 – unfairly prejudicial conduct – remedial relief under s163(2) including restatement of financials, recalculation and equalisation of loan accounts, appointment of auditor and independent expert referee; court discretion to refuse winding up where company solvent and viable.
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