Last post - Just and equitable ground for court to wind up company

The court may order to wind up the company under just and equitable ground. (section 281(i))

1. The court has wide discretionary power.

2. The court can wind up the company as it thinks fit.

Example of just and equitable ground:

1. Breakdown of trust and confidence

• Especially for company that evolves from partnership
• Lawrence v. Lawricks Motors Ltd- The company is controlled by 2 families. Director 1 commit adultery on Director 2's wife.
• Tay Book Choon v. Tahansan- Director remain as director as long as shares are held by him

2. Deadlock

• Shareholders are deadlocked to the extent that company cannot function well.
• There must be a clear deadlock- Re Davis investment (West Ham)
• No deadlock if there is chance of reconciliation- Ng Eng Hiam v. Ng Kee Wei
• 2 Directors holding same proportions of shares. Re William Brooks & Co Ltd

3. Fraud on minority shareholder

• Director showed lack of fair conduct in managing co. affairs- Lock v. John Blackwood
• Director made unauthorized payment from company's fund- Re William Brooks & Co Ltd

4. Failure of substratum

• Company ceases business after it commenced business. Re Eastern Telegraph Co Ltd
• Not valid if only part of the main object failed- Re Kitson & Co Ltd