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The parties disagreed from the outset on important corporate decisions and Arcay's response to matters relating to performance and accountability.There were complaints from disgruntled clients concerning the services rendered by the company.Briefly, the company was set up as a joint venture partnership between the second appellant, Arcay Communications Holdings (Pty) Ltd ("Arcay") and the respondent, Apco Worldwide Inc.The appellant and respondent held interest in the company in the same proportion.In its application, the just and equitable ground does not admit of a strict categorical approach.
The partnership analogy and deadlock are commonly relied upon to justify judicial intervention.
If there was a reasonable hope of tiding over the period of deep conflict and of Nkonjane emerging from its malaise to carry on at a profit, there may well have been insufficient reason for a court to wind up the company on the just and equitable provision.
However, the evidence showed a justifiable breakdown of mutual trust and confidence between the shareholders regarding the conduct and management of the company's affairs.
This is because the deadlock and partnership analogy are broad in scope and, at the same time, they are the easiest categories to satisfy in terms of proof.
for scenarios where in substance a partnership exists in the guise of company.
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The analogy to this could be found in the familiar questions which English and other Commonwealth courts have grappled with for decades. that will lead to a finding that it is just and equitable to wind up the company because of deadlock are: there are no other effective and appropriate remedies; there is an equal split or nearly equal split of shares and control; there is a serious and persistent disagreement as to some important questions respecting the management or functioning of the corporation; there is a resulting deadlock; and the deadlock paralyzes and seriously interferes with the normal operations of the corporation. The shareholder relationship was strained from the moment the respondents gave notice of their intention to extricate themselves from Nkonjane.