OncoQR ML GmbH v Jacobs & Ors [2025] EWHC 1567 (Ch) (17 June 2025)

OncoQR ML GmbH v Jacobs & Ors [2025] EWHC 1567 (Ch) (17 June 2025)

The company is functionally deadlocked and the relationship between directors has irretrievably broken down, rendering future management impossible. TYG is a quasi-partnership and neither side is solely responsible for the breakdown. Alleged breaches of fiduciary duty do not bar the petitioner from relief. No...

Source-derived case information.

Citation
[2025] EWHC 1567 (Ch)
Parties
Petitioner: OncoQR ML GmbH; First Respondent: Frederick Jacobs; Second Respondent: Paul Broome; Third Respondent: TYG Oncology Limited
Jurisdiction
England and Wales
Judgment Date
17 June 2025
Procedural Posture
Winding Up Petition / Final Judgment
Outcome
petition granted
Legal Topics
Just and Equitable Winding Up, Director Fiduciary Duties, Corporate Deadlock, Quasi Partnership, Clean Hands Doctrine
Company Law Insolvency Law Just and Equitable Winding Up Director Fiduciary Duties Corporate Deadlock Quasi Partnership 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 Is TYG Oncology Limited functionally deadlocked?
  2. 2 Has there been an irretrievable breakdown in the relationship between directors?
  3. 3 Should the company be wound up on just and equitable grounds?

Ratio Decidendi

The company is functionally deadlocked and the relationship between directors has irretrievably broken down, rendering future management impossible. TYG is a quasi-partnership and neither side is solely responsible for the breakdown. Alleged breaches of fiduciary duty do not bar the petitioner from relief. No realistic alternative remedy exists. It is just and equitable to wind up the company.

Court Disposition

petition granted

Orders

  • TYG Oncology Limited to be wound up on just and equitable grounds.
  • Liquidator to be appointed to investigate disputed transactions and potential misappropriation of funds.