The just and equitable winding up of a company has been described as a remedy of last resort and an “exceptional remedy to grant in the context of disputes between shareholders”. It is also unusual for winding up to be sought as the only remedy. Re Webb Estate Developments Ltd [2025] EWHC 507 (Ch) was one such case.
The Company owned and managed about £7 million of property assets across England. The Petitioner sought to wind up the Company on the just and equitable ground, referring to the alleged breakdown of the relationship of mutual trust and confidence between he and his co-director and co-shareholder, and the functional deadlock of the Company. The Petition relied on various issues between the shareholders which meant that the Company could no longer operate effectively, including a disagreement as to the content and filing of Company accounts.
In his judgment of 7 March 2025, ICC Judge Mullen concluded that the Company should be wound up, and roundly rejected the First Respondent’s case against so doing.
The decision in Webb provides a helpful overview of the law to be applied when considering petitions of this nature including, in particular, the extent to which counter-allegations concerning the Petitioner’s own conduct may present an equitable bar to winding up.
Webb may be read alongside the recent judgment in Taylor v Whitehall Partnership Ltd [2023] EWHC 596 (Ch) (a case in which the Court declined to make a winding up order) when practitioners are considering a petition, and examining the factual circumstances which may or may not justify a winding up order.
George Woodhead acted for the successful Petitioner at the 4-day trial, instructed by specialist Andrew Frake and Andrew Webster at Knights.
A link to the judgment can be found here.
To learn more about George’s practice, please visit https://www.selbornechambers.co.uk/barrister/george-woodhead/