Where properties are transferred to a family company to avoid death duties, the transferor's expectation of retaining control through family deference does not prevent beneficial ownership passing to the company. Loan accounts raised as consideration for transfers may constitute good consideration implied from the parties' conduct over time. In oppression cases involving landholding companies, compulsory share purchase on a net tangible assets basis without minority discount is the preferred remedy over winding up. Where dissolution of a partnership is sought by proceedings, the dissolution dates back to the commencement of the proceedings, not the date of the court's order.
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