Docklands Chiropractic [2020] VSC 364

"Should we wind it up, or nah?"

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A Co ran a chiropractic business in Melbourne: [1]

The P owned half the Co’s shares. One of the P's directors was a director of the Co.

One the Ds owned the other half of the Co’s shares. Another of the Ds was the Co’s other director, D Dir: [2]

The Dirs fell into a wide-ranging dispute. D Dir accused the P Dir of operating a competing business. P Dir accused D Dir of directing P Dir’s clients away: [6]

The Ps sought orders for the Ds to buy their shares. In the alternative, they sought a windup: [7]

The Court noted the disharmony between the parties and considered whether it would be just and equitable to wind the Co up: [11]

The Ps pressed for a windup. The Ds resisted: [12]

P Dir was no longer participating in the Co’s business, instead focusing on a competing business: [33]

D Dir continued to work and derive and income from the Co meaning a windup would weigh heavier on the D Dir: [42] There was doubt as to whether the P Dir came to Court with “clean hands”: [51]

The Court did not wind up the Co on the “just and equitable” basis: [64] Further noting that any “other remedy” may well stand in the way: [66]

The parties were directed to propose a timetable for progressing the oppression proceedings on an expedited basis: [74]