News and Insights
Briefing
|29 March 2017
Case briefing: Asia Pacific v ARC Capital LLC
Facts
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Investment Co T belonged equally to Messrs C and K.
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It was common ground that T was a “quasi-partnership”
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C sought a winding up on the just and equitable ground
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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.