Khan v Miah & Anor (Re Nimah Tandoori Ltd) [2025] EWHC 635 (Ch) (20 March 2025)

Khan v Miah & Anor (Re Nimah Tandoori Ltd) [2025] EWHC 635 (Ch) (20 March 2025)

There is no functional deadlock in the company; the business continues to operate and both parties participate in management. Although there has been a breakdown in personal relations, the petitioner has unreasonably refused fair offers to buy his interest, and winding up is not justified as a remedy of last resort. The petition is dismissed.

Citation
[2025] EWHC 635 (Ch)
Parties
Petitioner: Anwar Khan; First Respondent: Ankar Miah; Second Respondent: Nimah Tandoori Limited
Jurisdiction
England and Wales
Judgment Date
20 March 2025
Procedural Posture
Winding Up Petition (just and Equitable) / Final Judgment
Outcome
Petition dismissed
Legal Topics
Just and Equitable Winding Up, Quasi Partnership, Deadlock, Fiduciary Duties, Shareholder Remedies
Company Law Insolvency Law Just and Equitable Winding Up Quasi Partnership Deadlock Fiduciary Duties Shareholder Remedies

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Parties

Anwar Khan

Petitioner

Ankar Miah

First Respondent

Nimah Tandoori Limited

Second Respondent

Procedural Posture

Winding Up Petition (just and Equitable) / Final Judgment

Legal Issues

  1. 1 Whether the company should be wound up on the just and equitable ground under section 122(1)(g) of the Insolvency Act 1986
  2. 2 Whether there is functional deadlock or irretrievable breakdown of trust and confidence justifying winding up
  3. 3 Whether the petitioner has standing (tangible benefit) to seek winding up

Ratio Decidendi

There is no functional deadlock in the company; the business continues to operate and both parties participate in management. Although there has been a breakdown in personal relations, the petitioner has unreasonably refused fair offers to buy his interest, and winding up is not justified as a remedy of last resort. The petition is dismissed.

Court Disposition

Petition dismissed

Orders

  • The petition for winding up is dismissed.
  • No order for winding up is made.