Jersey Judgment

Cooley v Wood [1993] JLR 24 (19 February 1993)

Company Law Quasi Partnership Distribution of Property Capital Losses Division of Assets

Citation: [1993] JLR 24
Status: Judgment
Jurisdiction: Jersey
Posture: Company Law Dispute / Judgment

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Posture: Company Law Dispute / Judgment

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Holding and result

Where there is no evidence of agreement, capital profits in a quasi-partnership company are to be divided in proportion to shareholding or as if dissolving an equal partnership, not in proportion to investment.

Court disposition

assets to be distributed in accordance with the court's determination

Orders

assets, including sums contributed to make up capital losses, to be applied in (a) payment of liabilities to third parties; (b) payment of loans to company; (c) repayment of partners' capital investment; and (d) division of residue between partners as if dissolving equal partnership or in proportion to shareholding

Material facts

Parties

Cooley

Applicant

Wood

Respondent

Procedural history

Posture

Company Law Dispute / Judgment

Questions and positions

Legal issues

How should assets, including sums contributed to make up capital losses, be distributed in a quasi-partnership company upon dissolution when there is no evidence of agreement?

Party arguments

Applicant: Applicant contended for distribution of capital profits in proportion to investment.
Respondent: Respondent argued for division as if dissolving an equal partnership or in proportion to shareholding.

Court’s reasoning

Legal principles

01
[1993] JLR 24

In the absence of agreement, capital profits in a quasi-partnership company are to be divided in proportion to shareholding or as if dissolving an equal partnership, not in proportion to investment.

Ratio, limits and disposition

Ratio decidendi

Where there is no evidence of agreement, capital profits in a quasi-partnership company are to be divided in proportion to shareholding or as if dissolving an equal partnership, not in proportion to investment.

Court disposition

assets to be distributed in accordance with the court's determination

assets, including sums contributed to make up capital losses, to be applied in (a) payment of liabilities to third parties; (b) payment of loans to company; (c) repayment of partners' capital investment; and (d) division of residue between partners as if dissolving equal partnership or in proportion to shareholding

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Judgment text

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Judgment

[1993] JLR 24

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BAILII >> Databases >> Jersey Law Reports >> Cooley v Wood [1993] JLR 24 (19 February 1993) URL: https://www.bailii.org/je/cases/JLR/1993/JLR930024.html Cite as: [1993] JLR 24 [ New search ] [ Help ] Cooley v Wood 1993 JLR 24 (19 February 1993) Companies - quasi-partnership company - distribution of property - assets, including sums contributed to make up capital losses, to be applied in (a) payment of liabilities to third parties; (b) payment of loans to company; (c) repayment of partners' capital investment; and (d) division of residue between partners-if no evidence of agreement, capital profits to be divided in proportion to shareholding or as if dissolving equal partnership, not in proportion to investment The document you wish to view is available to registered users or can be purchased as a PDF. To purchase this document in PDF format or alternatively to Register to purchase membership go to the Jersey Law website via this link: 1993 JLR 24 BAILII: Copyright Policy | Disclaimers | Privacy Policy | Feedback | Donate to BAILII URL: https://www.bailii.org/je/cases/JLR/1993/JLR930024.html

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