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TMI Blog1920 (2) TMI 3X X X X Extracts X X X X X X X X Extracts X X X X ..... hin the third Clause of Section 162 and the second and third are comprised in the sixth Clause which provides for the winding-up of a Company if the Court is of opinion that it is just and equitable that the Company should be wound-up. 3. As regards the first of these grounds Mr. Justice Greaves has pointed out that the matter rests entirely in the discretion of the Court, as is clear from the decisions in Metropolitan Railway Warehousing Company, In re (1868) 17 L.T. 108 : 36 L.J. Ch. 827 : 15 W.R. 1121, Middlesbrough Assembly Rooms Company, In re (1880) 14 Ch. D. 101 : 49 L.J. Ch. 413 : 42 L.T. 609, 28 W.R. 868 and Capital Fire Insurance Association. In re (1882) 21 Ch. C. 209 : 52 L.J. Ch. 20 : 47 L.T. 123 : 30 W.A. 941. The power wi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h bitterness of feeling. In view of these circumstances, reliance is placed, on behalf of the appellant, upon the decision of the Court of Appeal in Yenidje Tobacco Co, In re (1916) 2 Ch. 426 : 86 L.J. Ch. 1, 116 L T, 530 : 60 S.J. 707 : 32 T.L.R. 709, In that case, no doubt, the Master of the Rolls (Lord Cezens-Hardy) pointed out that the two Directors were not on speaking terms, that the so called meetings of the Board of Directors had been almost a farce or comedy, that the Directors would not speak to each other on the Board and that some third person had to convey communications between them which ought to go directly from one to the other. But the circumstances of that case were very peculiar and the real reason for the decision of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uch circumstances, it is impossible for us to hold that there is a complete dead-look which must be got rid of by a compulsory winding-up; the Act creates as between the share-holders a domestic Tribunal, and, unless a clear case is made out, the Court will be slow to withdraw from it the decision whether the Company's business shall or shall not be carried on, In our opinion, the second ground urged in support of a winding-up order has not bean established. 5. As regards the third ground, it is urged that the whole substratum of the business has become impossible. Mr. Justice Greaves has pointed out that there is really no foundation for this contention. The objects of the Company, as stated in the Memorandum of Association, are, in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the second case, the object was to manufacture from dates a substitute for coffee under a German Patent, but the German Patent was not and could not be obtained. In such cases, it could be rightly held that the substratum was gone, notwithstanding that the Memorandum of Association contained general objects and it might be justly ruled that a majority could rot hold a minority to the speculative continuation of a scheme which had proved futile. That doctrine has plainly no application here. We are consequently of opinion that there is really no foundation, for the application which has been rightly dismissed. 6. The appeal is accordingly dismissed with costs, one set of costs to the Company and one set to the opposing share-holders. F ..... X X X X Extracts X X X X X X X X Extracts X X X X
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