Welcome to today’s Chamberlains Selection, where we will discuss with James d’Apice on the matter of Docklands Chiropractic [2020] VSC 364. We will talk about an interlocutory hearing concerning the possibility of winding up a company carrying on a chiropractic business on the basis that it would be just and equitable to do so.

A Co ran a chiropractic business in Melbourne. The P owned half the Co’s shares. One of the P’s directors was a director of the Co. One the Ds owned the other half of the Co’s shares. Another of the Ds was the Co’s other director, D Dir. The Dirs fell into a wide-ranging dispute. D Dir accused the P Dir of operating a competing business. P Dir accused D Dir of directing P Dir’s clients away. The Ps sought orders for the Ds to buy their shares. In the alternative, they sought a windup.

The Court noted the disharmony between the parties and considered whether it would be just and equitable to wind the Co up. The Ps pressed for a windup. The Ds resisted. P Dir was no longer participating in the Co’s business, instead focusing on a competing business. D Dir continued to work and derive and income from the Co meaning a windup would weigh heavier on the D Dir. There was doubt as to whether the P Dir came to Court with “clean hands”. The Court did not wind up the Co on the “just and equitable” basis. Further noting that any “other remedy” may well stand in the way. The parties were directed to propose a timetable for progressing the oppression proceedings on an expedited basis.