The Court continued an interlocutory injunction restraining a company from dealing with net proceeds of sale of its principal property assets, finding a prima facie case for winding up on both oppression and just and equitable grounds where the sale would destroy the substratum of the company (a sand mining venture) on which the minority shareholder had invested. The balance of convenience strongly favoured the restraint given the company had been operationally inactive for years, no future investment proposal was identified, approximately 62% of shareholders favoured winding up, and the risk of injustice from refusing the injunction outweighed the slight inconvenience to the company. The Court also noted that a company facing shareholder oppression proceedings bears a heavy onus to justify active participation and expenditure of company funds in defending such proceedings, rather than adopting a neutral position.
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