A court will not order the winding up of a commercially viable company on the just and equitable ground merely because of a breakdown in the shareholder relationship, where the breakdown has not materially frustrated the company's operations. Heads of agreement that contemplate the preparation and execution of formal documentation will not be treated as legally binding contracts where the formal documentation was never finalised. Failure to complete a non-binding separation arrangement does not constitute oppression under Part 2F.1 of the Corporations Act.
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