Quasi-partnership winding up depends on the articles and proven unfairness, not bankruptcy or a business sale alone.

A company may be regarded as a quasi-partnership only within the limits of its articles. Bankruptcy of a participant did not, by itself, justify compulsory winding up where the articles expressly provided for transmission of the bankrupt member's interest to the trustee. Sale of the business and investment of the proceeds were consistent with the company's objects and did not amount to grounds for winding up. The profit-sharing arrangement also did not show unfairness or a basis for loss of confidence, and once the bankrupt resigned the quasi-partnership relationship ended.

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Issues: Whether the company should be wound up on the basis that it was a quasi-partnership and that bankruptcy, the sale of the business, and the profit-sharing arrangements justified a winding-up order on the just and equitable ground.

Analysis: The company was treated as a quasi-partnership, but only within the framework of its articles. Bankruptcy of one participant did not, by itself, justify winding up because the articles made specific provision for transmission of the bankrupt member's interest to his trustee. The sale of the business and investment of the proceeds were consistent with the company's objects and did not amount to a ground for compulsory winding up. The profit-sharing arrangement did not establish unfairness or a basis for a justifiable lack of confidence, since the bankrupt had no binding entitlement to remuneration, had done little work, and the arrangement was not shown to be a device to defeat the trustee. Once the bankrupt resigned, the quasi-partnership relationship ceased, and the trustee's position was only that of a minority shareholder.

Conclusion: The petition for compulsory winding up failed and was dismissed; the trustee could not obtain a winding-up order on the pleaded quasi-partnership grounds.

Ratio Decidendi: A company may be treated as a quasi-partnership only subject to its articles, and neither a member's bankruptcy nor a business sale will justify a winding-up order where the governing articles provide for transmission of shares and the facts do not show unfair conduct making continuation of the association untenable.

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