Langston Hugh Munro Case Summary

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a) Summary Brian Munro and Graham Munro (together, the plaintiffs) and their brother Royce Munro (the second defendant) were equal shareholders in the first defendant company, Catombal Investments Pty Ltd (the Company). The Company is the land owning entity for the brothers' sheep, cattle and cropping business. The brothers, who are all aged 65 and over, had tried, unsuccessfully, to agree on an arrangement for the future management of the business. By their application, the plaintiffs sought the winding up of the Company on the just and equitable ground. Brereton J found that the just and equitable ground was established, notwithstanding that the circumstances of the case do not strictly fit a recognised class of 'just and equitable' for …show more content…

As the plaintiffs together formed a majority, a number of resolutions were passed relating to the Company and other related entities including a resolution that, absent unanimous approval for the winding up of the Company, an application would be filed in the Court seeking that the Company be wound up. That application was filed on 18 April 2012. (c) Decision The plaintiffs sought an order that the Company be wound up, relying on the just and equitable ground under section 461(1)(k) of the Corporations Act. Brereton J considered the scope of the just and equitable ground, stating that although 'just and equitable' is incapable of exhaustive definition, the decided cases are recognised as falling into a number of categories, including the failure of the substratum of the company and a deadlock or disagreement in the management of the company's affairs. His Honour recognised that the circumstances of the case did not fall strictly within any of the conventional categories. However, relying on a number of authorities, his Honour made the following observations: • the enquiry is a question of fact; • the Court is not confined to exercising its discretion only where particular factual categories are made out; • the words 'just and equitable' are

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