TMI Blog1965 (5) TMI 18X X X X Extracts X X X X X X X X Extracts X X X X ..... They all had an equal financial stake in the company and the voting power was equally divided between the Lundie brothers on the one hand and the petitioner on the other, except for the casting vote to which the chairman was entitled by the company's articles. His Lordship then referred to the two grounds for the petition, namely, the complaint by the petitioner that he had been forced out of his position as a working director and, secondly, to his complaints with regard to Stanwell and Co. His Lordship then stated further facts relating to the amalgamation of that business with Lundie Bros. Ltd. and continued : The petitioner's case, as I under stand it, is that this was really in substance a de facto amalgamation of Stanwells with Lundie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ht be a ground for dissolution of the partnership for reasons which are stated by Lord Lindley in his book on Partnership at page 657 in the passage which I will read, and which, I think, is quite justified by the authorities to which he refers: 'Refusal to meet on matters of business, continued quarrelling, and such a state of animosity as precludes all reasonable hope of reconciliation and friendly co-operation have been held sufficient to justify a dissolution. It is not necessary, in order to induce the court to interfere, to show personal rudeness on the part of one partner to the other, or even any gross misconduct as a partner. All that is necessary is to satisfy the court that it is impossible for the partners to place that confiden ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the company should be wound up, I am left really to consider in the widest possible terms what justice and equity require: and it is with due regard to that consideration that I must form an opinion of what was being and what is being done. I find that the company is a private company in the fullest possible sense, and that the petitioner and the respondent hold the capital of the company substantially in equal shares. On the authorities, and particularly In re Yenidje Tobacco Co, [1916] 2 Ch. 426 , I am bound to consider the position in the same way as I should consider it if the question arose as to the right of one of the partners in a private partnership to have the partnership dissolved. The same circumstances which entitle a p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ioner and Reginald Lundie and there were disputes between them. At one time the matter came to blows, but it has not, I think, been suggested that the faults were all on one side. As I have said, I am satisfied that the petitioner has made out a case for saying that he is entitled to a winding-up order... on a just and equitable ground. But that does not mean that he is entitled to succeed in so far as his claim rests on section 210 of the Companies Act, 1948. He has to go further and satisfy me that at the date of the presentation of this petition the affairs of the company were being conducted in a manner oppressive to him as a member of the company. "As a member of the company "means, of course, as a shareholder of the company. The dis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he has wholly failed to do that. His main grievance is, as he admitted in the witness box, that he has been ousted as a working director. That, it seems to me, has nothing to do with his status as a shareholder in the company at all. The same thing is equally true in regard to has complaint that his remuneration as a director of the company has been reduced. That relates to his status as a director of the company, and not to his status as a shareholder of the company. There is also a complaint or what I take to be a complaint in the petition that he has received no dividend on his shares in the company. The company in fact has never paid any dividends. Its policy has been substantially to divide its profits between directors and not to pa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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