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Rejecting a buyout offer in a quasi-partnership company not necessarily fatal to securing a just and equitable winding up

Case briefing: Asia Pacific v ARC Capital LLC

Facts

  • Investment Co T belonged equally to Messrs C and K.
  • It was common ground that T was a “quasi-partnership”
  • C sought a winding up on the just and equitable ground
  • K offered to buy C’s interest in T at a so called fair value and claimed C’s application to wind up was therefore an abuse of process.

Decision

A petitioner for a winding up who rejects a buyout offer at fair value should normally expect to have his petition dismissed. In quasi-partnership cases it is not necessarily unreasonable to reject a buyout offer solution.

Principle

If a joint venture company is effectively a quasi-partnership things become less objective. A 50% shareholder is allowed to take the view that a fair solution to a breakdown would be;

  • For him to buy out the other party
  • For both parties to sell to a third party
  • For the company to be wound up.

If you need help or advice on company winding up please contact Christopher on: +44 (0) 1534 632255 or email commercial@viberts.com.

 

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