The Court wound up two quasi-partnership property development companies on both the oppression ground (ss 232, 233 Corporations Act) and the just and equitable ground (s 461(1)(k)), finding that the sole director of one company had misused company funds by directing over $3.5 million to his personal mortgage without authorisation or disclosure, purchased a luxury vehicle without shareholder approval, and made substantial unexplained payments to third parties. The Court also found an intractable deadlock between equal shareholders that prevented the companies from maintaining financial records, meeting taxation obligations, or agreeing on asset disposal strategies, with both companies likely cashflow insolvent. The abuse of process defence failed because the defendant bore a heavy onus and adduced no evidence that the proceeding was brought for a collateral purpose rather than to obtain the winding up relief sought, and the clean hands argument was rejected on the facts. The Court also appointed the liquidator as receiver and manager of the unit trust assets, finding it just and convenient to do so where the company being wound up was the bare trustee.
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