Dosanjh v Balendran & Anor (Re Webb Estate Developments Ltd - Insolvency Act 1986) [2025] EWHC 507 (Ch) (07 March 2025)

Dosanjh v Balendran & Anor (Re Webb Estate Developments Ltd - Insolvency Act 1986) [2025] EWHC 507 (Ch) (07 March 2025)

There is both functional deadlock and irretrievable breakdown of trust and confidence between the two shareholders/directors, rendering the company incapable of functioning in accordance with its intended quasi-partnership basis. The petitioner is not disentitled to relief by reason of his conduct, as both parties contributed to the breakdown. No realistic or practical alternative remedy exists, and the requirements of section 125(5) of the Insolvency Act 1986 are satisfied. It is just and equitable to wind up the company.

Citation
[2025] EWHC 507 (Ch)
Parties
Petitioner: Parminder Singh Dosanjh; First Respondent: Vallipuram Balendran; Second Respondent: Webb Estate Developments Ltd
Jurisdiction
England and Wales
Judgment Date
07 March 2025
Procedural Posture
Winding Up Petition (just and Equitable Ground) / Judgment After Trial
Outcome
Winding up order granted
Legal Topics
Just and Equitable Winding Up, Quasi Partnership, Shareholder Deadlock, Directors' Duties, Remuneration and Expenses, Clean Hands Doctrine
Company Law Insolvency Law Just and Equitable Winding Up Quasi Partnership Shareholder Deadlock Directors' Duties Remuneration and Expenses Clean Hands Doctrine

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Parties

Parminder Singh Dosanjh

Petitioner

Vallipuram Balendran

First Respondent

Webb Estate Developments Ltd

Second Respondent

Procedural Posture

Winding Up Petition (just and Equitable Ground) / Judgment After Trial

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 and/or irretrievable breakdown of trust and confidence between the shareholders/directors
  3. 3 Whether the petitioner comes to court with clean hands or is disentitled to relief by his conduct

Ratio Decidendi

There is both functional deadlock and irretrievable breakdown of trust and confidence between the two shareholders/directors, rendering the company incapable of functioning in accordance with its intended quasi-partnership basis. The petitioner is not disentitled to relief by reason of his conduct, as both parties contributed to the breakdown. No realistic or practical alternative remedy exists, and the requirements of section 125(5) of the Insolvency Act 1986 are satisfied. It is just and equitable to wind up the company.

Court Disposition

Winding up order granted

Orders

  • Webb Estate Developments Ltd is to be wound up on the just and equitable ground under section 122(1)(g) of the Insolvency Act 1986.
  • The Official Receiver is appointed as liquidator.