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

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

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.

Source-derived case information.

Citation
[1993] JLR 24
Parties
Applicant: Cooley; Respondent: Wood
Jurisdiction
Jersey
Judgment Date
19 February 1993
Procedural Posture
Company Law Dispute / Judgment
Outcome
assets to be distributed in accordance with the court's determination
Legal Topics
Quasi Partnership, Distribution of Property, Capital Losses, Division of Assets
Company Law Quasi Partnership Distribution of Property Capital Losses Division of Assets

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Summary, issues, holding and outcome

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Parties

Cooley

Applicant

Wood

Respondent

Procedural Posture

Company Law Dispute / Judgment

Legal Issues

  1. 1 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?

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

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