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(Chancery Division, Norris J, 16 October 2013)
The petitioner and the second respondent, who each held one share in the company, had had a personal relationship which came to an end. The petitioner presented a winding-up petition on the grounds that it was just and equitable that the company be wound up because its affairs had been conducted in a way that was unfairly prejudicial to her or that her relationship with the second respondent that was reflected in the company's constitution was now gone.
The court refused to make a winding-up order on the petition because although it was just and equitable that the company be wound up, the petitioner had an alternative remedy open to her; as a shareholder and director of the company, the petitioner had the right to demand repayment to her of her interest in a directors' loan account, following which she was bound to transfer her shareholding to the second respondent.
"This is the ultimate statement of where the law on IVAs is to be found in our great common law...