Maresca v Brookfield Development & Construction & Anor

Maresca v Brookfield Development & Construction & Anor

Mrs Maresca did not suffer unfair prejudice as alleged; the breakdown of the personal relationship and deadlock justified winding up, but an alternative remedy exists. The directors' loan account should be honoured, and Mrs Maresca is entitled to repayment as a creditor, less amounts already received and adjusted for the company's insolvency.

Parties
Petitioner: Janet Susan Maresca; Respondent: Brookfield Development and Construction; Respondent: Robert Wallace Pursall
Jurisdiction
England and Wales
Judgment Date
16 October 2013
Procedural Posture
Winding Up Petition / Judgment
Outcome
Petition for winding up dismissed; alternative remedy granted.
Legal Topics
Unfair Prejudice, Just and Equitable Winding Up, Directors' Loan Account, Quasi Partnership, Shareholder Disputes
Company Law Insolvency Law Unfair Prejudice Just and Equitable Winding Up Directors' Loan Account Quasi Partnership Shareholder Disputes

Case Brief

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Parties

Janet Susan Maresca

Petitioner

Brookfield Development and Construction

Respondent

Robert Wallace Pursall

Respondent

Procedural Posture

Winding Up Petition / Judgment

Legal Issues

  1. 1 Whether the affairs of Brookfield Development and Construction Limited were conducted in an unfairly prejudicial manner to Mrs Maresca
  2. 2 Whether it is just and equitable to wind up Brookfield Development and Construction Limited
  3. 3 How the directors' loan account should be treated between the parties

Ratio Decidendi

Mrs Maresca did not suffer unfair prejudice as alleged; the breakdown of the personal relationship and deadlock justified winding up, but an alternative remedy exists. The directors' loan account should be honoured, and Mrs Maresca is entitled to repayment as a creditor, less amounts already received and adjusted for the company's insolvency.

Court Disposition

Petition for winding up dismissed; alternative remedy granted.

Orders

  • BDC to pay Mrs Maresca £10,000 by 1 December 2013; upon payment, Mrs Maresca to transfer her share in BDC to Mr Pursall; BDC not to be wound up.