Baird v. Lees [1923] ScotLR 71 (20 November 1923)

Baird v. Lees [1923] ScotLR 71 (20 November 1923)

Where a company's affairs are persistently and gravely mismanaged in breach of statutory and corporate governance requirements, and the controlling shareholder disregards the rights and interests of minority shareholders, it is just and equitable for the court to order winding-up, even if the minority have not...

Source-derived case information.

Citation
[1923] ScotLR 71
Parties
Petitioner: James Baird; Petitioner: William Burn; Respondent: Henry Lees; Respondent: John Arthur Greig
Jurisdiction
Scotland
Judgment Date
20 November 1923
Procedural Posture
Petition for Winding Up of Company / Judgment on Merits
Outcome
petition granted
Legal Topics
Winding Up, Just and Equitable Grounds, Statutory Irregularities, Shareholder Rights
Company Law Corporate Governance Winding Up Just and Equitable Grounds Statutory Irregularities Shareholder Rights

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Parties

James Baird

Petitioner

William Burn

Petitioner

Henry Lees

Respondent

John Arthur Greig

Respondent

Procedural Posture

Petition for Winding Up of Company / Judgment on Merits

Legal Issues

  1. 1 Whether statutory irregularities and conduct of company's affairs justify winding-up on 'just and equitable' grounds under Companies (Consolidation) Act 1908, section 129.

Ratio Decidendi

Where a company's affairs are persistently and gravely mismanaged in breach of statutory and corporate governance requirements, and the controlling shareholder disregards the rights and interests of minority shareholders, it is just and equitable for the court to order winding-up, even if the minority have not exhausted internal remedies, especially where the controlling shareholder's conduct deprives them of ordinary shareholder protections.

Court Disposition

petition granted

Orders

  • Company to be wound up by the Court under Companies (Consolidation) Act 1908, section 129, on just and equitable grounds.
  • Appointment of a liquidator other than the person suggested by the petitioners.