Clarke v Bridges [2004] FCA 394

Clarke v Bridges [2004] FCA 394

It is just and equitable to order the winding up of 2BC Pty Ltd because the company is no longer carrying on business, the two directors/shareholders are deadlocked, and there is no prospect of resolving disputes about residual assets, making continued existence inappropriate.

Jurisdiction
Australia
Judgment Date
23 March 2004
Procedural Posture
Corporations – Winding Up Application / Judgment
Outcome
2BC Pty Ltd ordered to be wound up. Other forms of relief refused. Costs orders made as specified.
Legal Topics
['winding Up on Just and Equitable Grounds' 'deadlock' 'shareholders' "directors' Duties"]
['corporations Law'] ['winding Up on Just and Equitable Grounds' 'deadlock' 'shareholders' "directors' Duties"]

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Procedural Posture

Corporations – Winding Up Application / Judgment

Legal Issues

  1. 1 ["Whether 2BC Pty Ltd should be wound up under the 'just and equitable' ground in s 461(1)(k) of the Corporations Act 2001 (Cth)"]

Ratio Decidendi

It is just and equitable to order the winding up of 2BC Pty Ltd because the company is no longer carrying on business, the two directors/shareholders are deadlocked, and there is no prospect of resolving disputes about residual assets, making continued existence inappropriate.

Court Disposition

2BC Pty Ltd ordered to be wound up. Other forms of relief refused. Costs orders made as specified.

Orders

  • ['2BC Pty Ltd be wound up.' 'Kenneth John Stout of Boutique Corporate Advisory be appointed Liquidator.' "Plaintiff's application otherwise dismissed." 'Costs of the hearing on 23 March 2004 be costs in the winding up.' "Plaintiff to pay First Defendant's costs incurred on 12 March 2004, taxed in default of...