Representation of Ferguson and Anor re AMWS Limited [2023] JRC 250 (14 December 2023)

Representation of Ferguson and Anor re AMWS Limited [2023] JRC 250 (14 December 2023)

The Company is unable to fulfil its core function as a buffer and dispute resolution mechanism between its shareholders due to an irretrievable breakdown of trust and confidence, resulting in an impasse that constitutes both deadlock and loss of substratum. The continued existence of the Company prevents shareholders from accessing remedies in respect of AMW, and no viable alternative remedies exist. It is therefore just and equitable to wind up the Company under Article 155 of the Companies (Jersey) Law 1991.

Citation
[2023] JRC 250
Parties
Company: AMWS Limited; Applicant: Representors (Directors employed by JTC Group); First Respondent: Aston Martin Lagonda Limited (AML); Second Respondent: Bespoke Limited
Jurisdiction
Jersey
Judgment Date
14 December 2023
Procedural Posture
Winding Up Application / Judgment on Application for Winding Up Order
Outcome
Winding-up order granted
Legal Topics
Just and Equitable Winding Up, Deadlock, Loss of Substratum, Breakdown of Trust and Confidence, Corporate Quasi Partnerships
Company Law Insolvency Law Just and Equitable Winding Up Deadlock Loss of Substratum Breakdown of Trust and Confidence Corporate Quasi Partnerships

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Parties

AMWS Limited

Company

Representors (Directors employed by JTC Group)

Applicant

Aston Martin Lagonda Limited (AML)

First Respondent

Bespoke Limited

Second Respondent

Procedural Posture

Winding Up Application / Judgment on Application for Winding Up Order

Legal Issues

  1. 1 Whether there is deadlock within the Company or its subsidiary AMW justifying winding up on a just and equitable basis
  2. 2 Whether the Company has lost its substratum
  3. 3 Whether there has been a breakdown of trust and confidence between shareholders sufficient to justify winding up

Ratio Decidendi

The Company is unable to fulfil its core function as a buffer and dispute resolution mechanism between its shareholders due to an irretrievable breakdown of trust and confidence, resulting in an impasse that constitutes both deadlock and loss of substratum. The continued existence of the Company prevents shareholders from accessing remedies in respect of AMW, and no viable alternative remedies exist. It is therefore just and equitable to wind up the Company under Article 155 of the Companies (Jersey) Law 1991.

Court Disposition

Winding-up order granted

Orders

  • The Company is to be wound up pursuant to Article 155 of the Companies (Jersey) Law 1991.
  • Parties are invited to address the Court as to the terms of consequential orders.