Oppression and just and equitable winding up require strict proof; alleged exclusion and irregularities were insufficient here.

Minority shareholders alleging oppression must prove conduct that is unjust, harsh or tyrannical, and mere assertions of exclusion or early business irregularities are insufficient without enforceable support. On the facts, the petitioners failed to show that they had been excluded in breach of any binding arrangement or that the respondents' management of the company's affairs met the threshold for oppressive conduct. For just and equitable winding up, prior misconduct by directors, even if assumed, does not by itself justify liquidation unless additional circumstances show that winding up is desirable in the shareholders' interests. The conditions for relief under both heads were therefore not established, and the petition failed.

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Issues: Whether the company's affairs were being conducted in a manner oppressive to the petitioners, and whether the facts justified winding up the company on the just and equitable ground.

Analysis: The petitioners, who held a minority shareholding, failed to establish that they had been excluded contrary to any enforceable agreement, or that the respondents' conduct in the company's business was unjust, harsh, or tyrannical. The alleged irregularities in the early years of the company were not substantiated to a degree sufficient to found relief. The Court also held that even assuming earlier misconduct by directors, that alone would not justify winding up unless additional circumstances showed that such a course was desirable in the interests of the shareholders.

Conclusion: The conditions precedent for relief under the oppression jurisdiction and for a just and equitable winding up were not proved, and the petition failed.

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