Company law
44 cases · December 2017 to February 2026
Case Volume by Year
2 17
1 18
1 19
36 25
4 26
2017–2026
Key Issues & Sub-Topics
Fortuna injunction — Application to restrain presentation of winding-up petition — Quia timet relief — Section 466 Companies Act 2016 — Statutory demand — Unpaid judgment debt — Sessions Court judgment affirmed on appeal — Final and enforceable judgment — Whether winding-up petition an abuse of process — Principles governing Fortuna injunction– Bona fide dispute test — Whether judgment debt can constitute disputed debt — Court will not go behind regular judgment — Payment by cheque — Conditional payment — Dishonoured cheque — Revival of underlying debt — Bills of Exchange Act 1949 s 47 — Statutory threshold for winding-up petition — Allocation of payments by creditor — Validity of statutory notice — Indemnity costs agreed and paid — Estoppel — No genuine dispute on substantial grounds — Winding-up as legitimate enforcement mechanism — Application for injunction dismissed — Costs on indemnity basis. 3 Minority Oppression — Section 346 Companies Act 2016 — Quasi — Partnership — Company Operated On Basis Of Mutual Trust And Informal Arrangements For Over Three Decades — Equal Shareholding Of 25% Each — Whether Legitimate Expectations Arose Beyond Strict Legal Rights 1 Separate legal personality — Piercing corporate veil — Director’s personal liability — Alleged fraudulent misrepresentation — No special circumstances — No facade or sham — Abuse of process 1 Judicial management — Application for judicial management order — Companies Act 2016, ss.404 and 405 — Pre-conditions — Whether objectives in s.405 (1)(b)(i) or (iii) likely to be achieved — Revised debt settlement proposal — Burden of proof — 'Real prospect' or 'More probable than not' test — Strict proof required — Whether judicial management order ought to be dismissed. 1 Derivative Action — Leave to Commence Proceedings — Sections 347 & 348 Companies Act 2016 — Whether Plaintiffs Acting in Good Faith — Whether Prima Facie in Best Interests of Company — Distinction Between Corporate Causes of Action and Personal/Managerial Complaints — Partial Grant of Leave 1 Winding up — Post — winding up application — Misfeasance and fraudulent trading — Alleged breach of fiduciary duties — Misapplication of company assets — Whether post — Winding up notice of motion constitutes originating proceeding — Practice direction no 1 of 2018 — Nature of post — winding up application — Interlocutory proceeding — Whether defective motion may be converted into writ — Whether procedural defect curable. 1 Judicial management — Application for judicial management order — Application to intervene — Whether unsecured creditors have locus standi to intervene and be heard — Conflicting Court of Appeal decisions — Interpretation of Companies (Corporate Rescue Mechanism) Rules 2018, r. 13 — Whether r. 13 restricts right of appearance only to secured creditors and veto holders — Purpose of judicial management proceedings — Whether High Court may choose between conflicting appellate authorities — Whether leave to intervene granted 1 Winding up — Defendant company in liquidation — Second defendant as former managing director — Concession of claim — Whether claim against second defendant academic — Claim for damages remains live — Exposure to legal costs 1 Stay of winding-up — Interim stay — Section 492 Companies Act 2016 — Test for stay of winding-up — Rights of creditors — Opposition by financial creditors — Role of official Receiver — Whether stay of winding-up order is ought to be granted. 1 Winding up — Inability to pay debts — Companies Act 2016, ss. 465(1)(e) and 466 — Statutory demand — Debt founded on adjudication decisions under Construction Industry Payment and Adjudication Act 2012 — Whether adjudicated construction debt disputable in winding-up proceedings — Binding effect of Court of Appeal decision — Indisputability of CIPAA adjudication award — Ex debito justitiae entitlement to winding-up order — Application for stay of winding-up proceedings — Whether stay ought to be granted — Effect of refusal by Court of Appeal to depart from precedent 1 Judicial Management — Application for judicial management order — Companies Act 2016, ss.404 and 405 — Whether objectives in s.405(1)(b)(i) likely to be achieved — survival of company as a going concern — Severe insolvency — Subordination of related creditors — Lack of viable plan to restore solvency — Reliance on future construction project — Absence of proof of financing — Speculative rehabilitation proposal — Strict proof required — Whether judicial management order ought to be refused. 1 Winding up — Inability to pay debts — Companies Act 2016, ss. 465 (1)(e) and 466 (1)(a) — Statutory demand — Failure to comply — Presumption of Insolvency — Debt arising from settlement letter — Acknowledgment of debt — Assumption of liability for sister company's debt — Whether debt bona fide disputed on substantial grounds — Without prejudice correspondence — Whether winding -up order properly granted. 1 Winding up — Secured creditor — declaration under Companies Act 2016, s. 486 (2) and Twelfth Schedule — Whether creditor entitled to declaration of secured status — filing of proof of debt — Whether filing amounts to surrender of security — Whether creditor holds lien or charge within definition of secured creditor — Whether post — petition caveat constitutes invalid preference — Creation of security prior to presentation of winding-up petition — Whether applicant properly recognised as secured creditor. 1 Lifting corporate veil — When applicable — Fraud or impropriety required — Unity of interest and control insufficient without finding of fraud — Dominant figure controlling related companies — Corporate separateness upheld — Claim against third defendant personally dismissed 1 Internal Management — Judicial non-intervention — Principle that courts are slow to interfere in the internal affairs of a company acting within its powers — Appointment and removal of directors 1 Pre-incorporation transactions — Liability of promoter — Ratification by company after incorporation — Effect of draft agreement prepared in company’s name — Promoter and successor principle — Pleading of material facts 1 winding up — Just and equitable — Companies Act 2016,s.465(1)(h) — Alleged failure of substratum — Dispute as to nature of company's business — Whether company carried on consultancy services or unlawful procurement services — Whether substratum genuinely failed — Disputed allegations on affidavit evidence — Absence of viva voce evidence or cross-examination — Court confined to undisputed facts — Scope of remedies under s.465 — Whether winding-up petition ought to be dismissed. 1 Winding up — Petition based on unsatisfied judgment debt — Applications to stay winding — up proceedings — s 465(1)(e), s 466(1), s 470 and s 493 Companies Act 2016 — Pending appeal and Federal Court leave application — Separate writ action and alleged set-off — Special circumstances — Meaning — Whether bona fide dispute of judgment debt — Whether reputational and commercial prejudice sufficient to justify stay — Judicial management evidence and solvency Evidence — Affidavit — Application to cross-examine deponent in winding-up petition — O 38 r 2(2) ROC 2012 — Principles — Whether existence of material factual dispute — Alleged collateral purpose and abuse of process 1 Winding-up — Effect of notice — Creditor’s knowledge after debt became due does not bar set-off — Companies Act 2016, s 526(3). 1 Derivative action — Directors — Fiduciary duties — Breach of duties — Sections 213 and 218 of the Companies Act 2016 — Whether director breached duties by diverting corporate opportunities, assets, and business to a competing entity — Use of forged documents and non-disclosure to co-shareholder — Whether conduct was oppressive, unfairly prejudicial, or in breach of duty of fidelity— Companies Act 2016, s.213, s.218, & s.351. Company Law — Derivative action — Officers — Senior employees — Duty of fidelity — Whether senior managers, entrusted with strategic roles and confidential information, owed fiduciary duties — Participation in a scheme to divert employer's business to a new company — Knowing assistance in breach of director's duties — Liability as accessories — Whether senior officers acted honestly and reasonably — Whether court ought to excuse breach — Defence rejected for knowing participation in a scheme detrimental to the company — Companies Act 2016, s.581. 1
+ 22 more
Fortuna injunction — Application to restrain presentation of winding-up petition — Quia timet relief — Section 466 Companies Act 2016 — Statutory demand — Unpaid judgment debt — Sessions Court judgment affirmed on appeal — Final and enforceable judgment — Whether winding-up petition an abuse of process — Principles governing Fortuna injunction– Bona fide dispute test — Whether judgment debt can constitute disputed debt — Court will not go behind regular judgment — Payment by cheque — Conditional payment — Dishonoured cheque — Revival of underlying debt — Bills of Exchange Act 1949 s 47 — Statutory threshold for winding-up petition — Allocation of payments by creditor — Validity of statutory notice — Indemnity costs agreed and paid — Estoppel — No genuine dispute on substantial grounds — Winding-up as legitimate enforcement mechanism — Application for injunction dismissed — Costs on indemnity basis. 3 cases
Separate legal personality — Piercing corporate veil — Director’s personal liability — Alleged fraudulent misrepresentation — No special circumstances — No facade or sham — Abuse of process 1 case
Judicial management — Application for judicial management order — Companies Act 2016, ss.404 and 405 — Pre-conditions — Whether objectives in s.405 (1)(b)(i) or (iii) likely to be achieved — Revised debt settlement proposal — Burden of proof — 'Real prospect' or 'More probable than not' test — Strict proof required — Whether judicial management order ought to be dismissed. 1 case
Derivative Action — Leave to Commence Proceedings — Sections 347 & 348 Companies Act 2016 — Whether Plaintiffs Acting in Good Faith — Whether Prima Facie in Best Interests of Company — Distinction Between Corporate Causes of Action and Personal/Managerial Complaints — Partial Grant of Leave 1 case
Winding up — Post — winding up application — Misfeasance and fraudulent trading — Alleged breach of fiduciary duties — Misapplication of company assets — Whether post — Winding up notice of motion constitutes originating proceeding — Practice direction no 1 of 2018 — Nature of post — winding up application — Interlocutory proceeding — Whether defective motion may be converted into writ — Whether procedural defect curable. 1 case
Winding up — Defendant company in liquidation — Second defendant as former managing director — Concession of claim — Whether claim against second defendant academic — Claim for damages remains live — Exposure to legal costs 1 case
Stay of winding-up — Interim stay — Section 492 Companies Act 2016 — Test for stay of winding-up — Rights of creditors — Opposition by financial creditors — Role of official Receiver — Whether stay of winding-up order is ought to be granted. 1 case
Winding up — Inability to pay debts — Companies Act 2016, ss. 465(1)(e) and 466 — Statutory demand — Debt founded on adjudication decisions under Construction Industry Payment and Adjudication Act 2012 — Whether adjudicated construction debt disputable in winding-up proceedings — Binding effect of Court of Appeal decision — Indisputability of CIPAA adjudication award — Ex debito justitiae entitlement to winding-up order — Application for stay of winding-up proceedings — Whether stay ought to be granted — Effect of refusal by Court of Appeal to depart from precedent 1 case
Winding up — Inability to pay debts — Companies Act 2016, ss. 465 (1)(e) and 466 (1)(a) — Statutory demand — Failure to comply — Presumption of Insolvency — Debt arising from settlement letter — Acknowledgment of debt — Assumption of liability for sister company's debt — Whether debt bona fide disputed on substantial grounds — Without prejudice correspondence — Whether winding -up order properly granted. 1 case
Winding up — Secured creditor — declaration under Companies Act 2016, s. 486 (2) and Twelfth Schedule — Whether creditor entitled to declaration of secured status — filing of proof of debt — Whether filing amounts to surrender of security — Whether creditor holds lien or charge within definition of secured creditor — Whether post — petition caveat constitutes invalid preference — Creation of security prior to presentation of winding-up petition — Whether applicant properly recognised as secured creditor. 1 case
Internal Management — Judicial non-intervention — Principle that courts are slow to interfere in the internal affairs of a company acting within its powers — Appointment and removal of directors 1 case
Pre-incorporation transactions — Liability of promoter — Ratification by company after incorporation — Effect of draft agreement prepared in company’s name — Promoter and successor principle — Pleading of material facts 1 case
winding up — Just and equitable — Companies Act 2016,s.465(1)(h) — Alleged failure of substratum — Dispute as to nature of company's business — Whether company carried on consultancy services or unlawful procurement services — Whether substratum genuinely failed — Disputed allegations on affidavit evidence — Absence of viva voce evidence or cross-examination — Court confined to undisputed facts — Scope of remedies under s.465 — Whether winding-up petition ought to be dismissed. 1 case
Winding up — Petition based on unsatisfied judgment debt — Applications to stay winding — up proceedings — s 465(1)(e), s 466(1), s 470 and s 493 Companies Act 2016 — Pending appeal and Federal Court leave application — Separate writ action and alleged set-off — Special circumstances — Meaning — Whether bona fide dispute of judgment debt — Whether reputational and commercial prejudice sufficient to justify stay — Judicial management evidence and solvency Evidence — Affidavit — Application to cross-examine deponent in winding-up petition — O 38 r 2(2) ROC 2012 — Principles — Whether existence of material factual dispute — Alleged collateral purpose and abuse of process 1 case
Winding-up — Effect of notice — Creditor’s knowledge after debt became due does not bar set-off — Companies Act 2016, s 526(3). 1 case
Internal organisational dispute — AGM validity — Proxy voting — Delegate verification — Election procedures — Removal of State Chairmen — Articles of Association — Powers of Central Council — Co-opted members — Whether State Chairmen have locus standi — 2023 High Court decision determining rights of State Chairmen. 1 case
Post Winding Up — Application to appoint Private Liquidator — 2 sets of nominees from creditors — whether the majority in number and value of the creditors support the private liquidator's nominees is conclusive — elements to disqualify the nomination of private liquidator. 1 case
Winding-up — Petition by creditor — Respondent company’s failure to pay liquidated debt — No affidavit in opposition filed –– Whether inability to pay debts established — Whether Court should exercise discretion to refuse order — Companies Act 2016, ss. 465(1)(e), 466(1)(a) 1 case
Directors — Fiduciary duties — Duty to act for proper purpose and in good faith in the best interest of the company — Breach of trust — Appropriation of company assets for personal benefit — Section 213(1) of the Companies Act 2016 1 case
Agency of Receivers and Managers — Whether acts of receivers attributable to chargee bank — Allegation of conspiracy to force sale at undervalue — Whether plaintiff wrongfully deprived of right to redeem property — Need for factual determination at trial 1 case
Winding up — Fortuna injunction — Stay of winding-up petition — Prohibition against presentation/continuation of petition — Companies Act 2016 s. 465(1)(e) 1 case
Judicial Management — Appointment on Interim Judicial Manager — Section 405 Companies Act 2016 — Elements for Appointment of Interim Judicial manager — Whether the Appointment of interim Judicial Manager is required. 1 case
Winding-up — Petition — Whether bona fide debt — Petition founded on disputed LAD claims and refund of accessory parcels — Whether company is being used for an unlawful purpose — Whether it is just and equitable to wind up the company — Whether appropriate for determination in winding-up proceedings — Whether petition constituted abuse of process — Companies Act 2016, ss 465(1)(e), 465(1)(h), & 465(1)(k). 1 case
Application to proceed with arbitration proceeding — Application to proceed with enforcement of final award in the arbitration — Section 486(2) Companies Act 2016 — pre-condition to grant leave — Liquidator refuses to act for Respondent — Liquidator's sanction to act for respondent — Whether the nunc pro tunc leave granted is valid — Whether there is a breach of natural justice to the Applicant as the nunc pro tunc leave application previously filed ex parte. 1 case
Winding up — Petition to wind up company based on unsatisfied judgment debt — Judgment in default entered against Respondent — Statutory notice issued under section 466(1)(a) Companies Act 2016 — Failure to pay within 21 days — Whether presumption of insolvency applies — No application to set aside judgment — Whether part payments sufficient to rebut presumption — Companies Act 2016, ss. 465(1)(e), 466(1)(a) 1 case
Key Statutes
Companies Act 2016 (Cap 777)
cited in 4 cases Rules of Court 2012
cited in 1 case English Companies Act 1862
cited in 1 case Insolvency Act 1967 (Cap 360)
cited in 1 case Court Distribution
Key People & Firms
Top Judges
Top Firms
Cases
Page 1 of 2ma-24ncc-5-05-2025
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wa-28jm-8-03-2024
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wa-24ncc-208-04-2023
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wa-28pw-774-12-2024
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wa-28jm-8-06-2025
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wa-28ncc-468-04-2025
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wa-28ncc-403-04-2025
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wa-24ncc-458-08-2025
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wa-12ancvc-132-07-2024
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wa-28ncc-1236-12-2024
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27 October 2025
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26 October 2025
MYHC
wa-24ncc-68-02-2024
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26 October 2025
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wa-22ncc-524-10-2020
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30 September 2025
MYHC