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TMI Blog1964 (11) TMI 36X X X X Extracts X X X X X X X X Extracts X X X X ..... hareholders and the ground in each case on which I am asked to wind up the society is the "just and equitable" ground referred to in section 222 of the Companies Act, 1948. The Surrey trust was the imaginative and public-spirited idea of its two founders Miss E. L. Hudson and Mark Major, who, after the first world war, saw a need for establishing ex-servicemen on the land, both with a view to increasing home food production and to relieving problems of unemployment. In its prospectus, the object of the Surrey Trust was stated as being "to establish complete Garden Villages, for the purpose of settling ex-servicemen and others upon smallholdings for dairy, pig and poultry farming, market gardening, fruit and flower growing, etc., upon intens ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ismissal of the management committee, or the passing of a resolution for winding up, or the necessary number of signatures to an instrument of dissolution. It has, therefore, adopted a different strategy. Being unable to win a pitched battle, it has sought to infiltrate the enemy lines. [His Lordship stated the facts, summarised above, relating to the struggles of the "Wates faction" to gain control of the societiesand continued:] In my judgment both these petitions have been brought simply and solely for the purpose of removing an obstacle in the way of the petitioners and others disposing of their holdings at inflated prices, and not for any purpose which is relevant to the interests of the members of the societies as members. It is natur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mismanagement there be, is not of itself a ground for making an order on the petition of a member : see for example, In re Anglo-Greek Steam Co. [1866] LR 2 Eq. 1; In re Diamond Fuel Co. [1879] 13 Ch. D, 400. (3) That where other remedies are available, such as calling a general meeting, arbitration under the rules, an action for a declaration or an injunction, or an application to rectify the register, a winding-up petition is misconceived: see, for example, the two cases last cited and Charles Forte Investments Ltd. v. Amanda [1964] Ch. 240 ; [1963] 3 WLR 662 ; [1963] 2 All ER 940, CA. It is, however, submitted that a petition is justified and that a winding-up order ought to be made in the present case on two grounds. The first is on th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ularly in regard to the issue of new shares to their own supporters with a view to maintaining their majority in the society. I reject these submissions because I am quite satisfied that in the difficult situation with which they have been faced the members of the management committee have throughout acted bona fide in what they considered to be their duty to the society and in its best interests They may be open to criticism on some points. For example, there was some evasion, at the last annual general meeting, in March, on the question of the issue of shares, though it must be borne in mind that on that occasion the atmosphere was far from calm and the management committee was under a good deal of pressure and subjected to a good deal o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nued:] Mr. Settle submitted that the present case falls within subsection (2), that the registrar's power under that subsection has become exercisable (with the approval of the Treasury) and that, by analogy, the court should exercise its power under the "just and equitable" provision of the Companies Act, 1948. It is to be observed that section 10 is not a section conferring any jurisdiction on the court; it creates no fresh ground for winding up by the court. It is a section conferring a jurisdiction on the registrar who, I am told, has stated that he has no present intention of intervening in the dispute. No doubt circumstances which would confer jurisdiction on the registrar are among the circumstances which the court will take into a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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