Winding up jurisdiction requires a definite debt, not a disputed resale-based damages claim under sale of goods law.

A winding up petition cannot be founded on a disputed and unliquidated contractual claim. A claim arising from resale of goods after alleged failure to take delivery was treated as damages, not a definite debt due, because liability and quantum remained open to dispute and had not been adjudicated. The absence of response to a statutory notice did not convert the claim into an admitted debt. The resale-based demand was also weakened by inconsistencies in the claimant's calculation, the need to prove the best obtainable resale price, and the conditions governing resale and notice under sale of goods law. The monetary claim was therefore left to ordinary civil proceedings.

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Issues: (i) whether the amount claimed on account of resale of goods after the buyer allegedly failed to take delivery constituted a "debt due" for winding up purposes, or was an unliquidated claim for damages; (ii) whether the alleged resale-based claim was sustainable in the absence of proof of the best available market price and a notice of resale.

Issue (i): whether the amount claimed on account of resale of goods after the buyer allegedly failed to take delivery constituted a "debt due" for winding up purposes, or was an unliquidated claim for damages.

Analysis: A petition for winding up on the ground of inability to pay debts can succeed only where there is a definite, presently payable debt and not merely a claim for damages arising from breach of contract. A claim for unliquidated damages does not become a debt until liability is adjudicated and damages are quantified. The fact that the respondent did not appear or reply to the statutory notice did not by itself convert a disputed or unascertained claim into a debt for winding up jurisdiction. On the materials, the amount claimed was not a simple unpaid contract price but a differential worked out after resale, which remained open to dispute and required determination in ordinary civil proceedings.

Conclusion: The claim did not constitute a debt due for winding up purposes and the petition was not maintainable on that basis.

Issue (ii): whether the alleged resale-based claim was sustainable in the absence of proof of the best available market price and a notice of resale.

Analysis: In a sale of goods dispute, the claimant seeking to recover the price differential after resale must show compliance with the governing law on resale and mitigation. The Court noted that the petitioner's own calculations contained inconsistencies, that the burden of proving the best obtainable resale price lay on the petitioner, and that the statutory right of resale under section 54(2) depended on the relevant conditions being satisfied, including notice where required. These matters reinforced the conclusion that the amount claimed could not be treated as an undisputed debt for winding up purposes.

Conclusion: The resale-based claim remained open to serious dispute and could not support winding up proceedings.

Final Conclusion: The winding up petition and the connected application failed at the threshold, and the petitioner was left to pursue its monetary claim, if so advised, in a civil court.

Ratio Decidendi: A winding up petition cannot be used to enforce a disputed and unliquidated contractual claim; only a definite debt that is not bona fide disputed can found such jurisdiction.

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