Just and equitable winding up requires a present basis for intervention; old management arrangements alone are not enough.

Compulsory winding up on the just and equitable ground was rejected because the alleged misuse of a bank account was explained, refusal to employ the petitioner in the retail business was not enough by itself, and the supposed profit-sharing agreement was not proved. The court held that the parties' settled course of conduct, under which each brother had long run one company with little interference from the other, could not be turned into a basis for complaint merely because the petitioner wanted the arrangement changed in his favour. On the evidence at the hearing, there was no present lack of confidence justifying liquidation.

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Issues: Whether the company should be compulsorily wound up on the just and equitable ground.

Analysis: The petition rested on allegations of misuse of a bank account, refusal to employ the petitioner in the retail business, and an alleged agreement for equal division of profits. The allegations concerning the bank account were explained and did not disclose any sinister conduct. Refusal to employ the petitioner was not by itself a ground for winding up, and the alleged profit-sharing agreement was not proved. The settled course of conduct showed that each brother had long run one company with little interference from the other, and equity would not allow the petitioner to complain that the existing arrangement had not changed in his favour. On the evidence at the hearing, there was no subsisting lack of confidence sufficient to justify liquidation.

Conclusion: The just and equitable ground was not made out, and the winding-up petition failed.

Ratio Decidendi: A compulsory winding up on the just and equitable ground requires subsisting facts at the hearing showing a present basis for equitable intervention, and a petitioner cannot rely on a settled course of conduct to complain that an existing management arrangement has not been altered in his favour.

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