In re apco liquidating trust Free teensex webcam chat
One can easily understand why that should be so, because how else is a court able to find a cogent basis to waive or ameliorate the effect of the strict application of the legal consequences of company law as between the shareholders in a company as being just and equitable?
Having rehearsed the content of the principle which the appellants sought to invoke it is time to consider whether the evidence on which the appellants’ case was founded sustained the grant of the relief sought by them.
Lord Wilberforce indeed referred to ‘a considerable body of authority in favour of the use of the just and equitable provision in a wide variety of situations, see also Apcoat para.
16, where the impossibility of stating any general rule as to the nature of the circumstances that have to be borne in mind in considering whether a case comes within the phrase ‘just and equitable’ in s 344(h) was noted.
The court a quo held that it had not been established by the appellants that the respondent company was the manifestation of a quasi-partnership. 19 of the judgment of first instance): The respondent’s counsel argued that the considerations that would justify a court in winding up a company on just and equitable grounds on the basis that its members would be entitled on partnership law principles to a dissolution of the company are limited to exclusion cases.
Ebrahimi was indeed an exclusion case; that is one in which the petitioning member had in terms of the arrangement with his co-founding member when they had established the company been entitled to participate in its management and had subsequently, in contradiction of such arrangement, been excluded.
That said, all of the examples postulated by Lord Wilberforce were predicated on the existence of some form of prior relationship or arrangement between the members that had affected the original membership in the company.
The rights and obligations attaching to each shareholding therefore vest in the trustees of the respective trusts acting jointly and in terms of the applicable trust instruments. It must be accepted, however, that the duties of the trustees are defined by the various trust instruments in terms of which they have been appointed.That structure is defined by the Companies Act and by the articles of association by which shareholders agree to be bound.