Oncoqr ML GmbH v Frederick Jacobs & Ors

Oncoqr ML GmbH v Frederick Jacobs & Ors

The Court found that TYG Oncology Limited is functionally deadlocked and that there has been a total breakdown of trust and confidence between directors, in a company properly considered a quasi-partnership. No alternative remedy exists and the Petitioner is not barred by the clean hands doctrine. Winding up is just and equitable.

Parties
Petitioner: OncoQR ML GmbH; First Respondent: Frederick Jacobs; Second Respondent: Paul Broome; Third Respondent: TYG Oncology Limited
Jurisdiction
England and Wales
Judgment Date
25 June 2025
Procedural Posture
Winding Up Petition / Final Judgment
Outcome
Petition granted; TYG Oncology Limited to be wound up.
Legal Topics
Just and Equitable Winding Up, Quasi Partnership, Directors' Duties, Deadlock, Clean Hands Doctrine
Company Law Equity Insolvency Just and Equitable Winding Up Quasi Partnership Directors' Duties Deadlock Clean Hands Doctrine

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Parties

OncoQR ML GmbH

Petitioner

Frederick Jacobs

First Respondent

Paul Broome

Second Respondent

TYG Oncology Limited

Third Respondent

Procedural Posture

Winding Up Petition / Final Judgment

Legal Issues

  1. 1 Whether TYG Oncology Limited should be wound up on just and equitable grounds
  2. 2 Whether functional deadlock exists between directors
  3. 3 Whether there has been an irretrievable breakdown of trust and confidence

Ratio Decidendi

The Court found that TYG Oncology Limited is functionally deadlocked and that there has been a total breakdown of trust and confidence between directors, in a company properly considered a quasi-partnership. No alternative remedy exists and the Petitioner is not barred by the clean hands doctrine. Winding up is just and equitable.

Court Disposition

Petition granted; TYG Oncology Limited to be wound up.

Orders

  • TYG Oncology Limited is ordered to be wound up on just and equitable grounds.
  • A liquidator will be appointed to investigate and manage the affairs of TYG Oncology Limited.