Harding & Anor v Edwards & Ors

Harding & Anor v Edwards & Ors

The company is a quasi-partnership, there is deadlock and a complete breakdown of mutual trust and confidence among the shareholders/directors, and no reasonable alternative to winding up exists; therefore, it is just and equitable to wind up the company.

Parties
Petitioner: Sally Harding; Petitioner: Rosemary Walton; Respondent: Elizabeth Edwards; Respondent: Janet Harding; Respondent: The Executors of B M Harding (deceased); Respondent: Brand & Harding Limited
Jurisdiction
England and Wales
Judgment Date
14 February 2014
Procedural Posture
Company Winding Up Petition / Judgment After Contested Hearing
Outcome
Petition granted; order for winding up of Brand & Harding Limited.
Legal Topics
Just and Equitable Winding Up, Quasi Partnership, Shareholder Disputes, Deadlock, Director Removal, Family Companies
Company Law Insolvency Just and Equitable Winding Up Quasi Partnership Shareholder Disputes Deadlock Director Removal Family Companies

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Parties

Sally Harding

Petitioner

Rosemary Walton

Petitioner

Elizabeth Edwards

Respondent

Janet Harding

Respondent

The Executors of B M Harding (deceased)

Respondent

Brand & Harding Limited

Respondent

Procedural Posture

Company Winding Up Petition / Judgment After Contested Hearing

Legal Issues

  1. 1 Whether it is just and equitable to wind up Brand & Harding Limited under section 122(1)(g) of the Insolvency Act 1986
  2. 2 Whether the company is a quasi-partnership
  3. 3 Whether there is deadlock and breakdown of mutual trust and confidence among shareholders/directors

Ratio Decidendi

The company is a quasi-partnership, there is deadlock and a complete breakdown of mutual trust and confidence among the shareholders/directors, and no reasonable alternative to winding up exists; therefore, it is just and equitable to wind up the company.

Court Disposition

Petition granted; order for winding up of Brand & Harding Limited.

Orders

  • Brand & Harding Limited to be wound up on the just and equitable ground.