Duc v PTS Australian Distributor Pty Ltd

Duc brought an application against PTS Australian Distributor, seeking the winding up of the company on the basis that it was just and equitable to do so. Duc was a shareholder and director of the company. The company's operations had ceased, and there were disputes between the shareholders. Duc claimed that the company was unable to avoid losses due to the failure of its corporate organs to function effectively. PTS Australian Distributor contested Duc's application, arguing that the company was solvent and could continue its operations.

The court was required to determine whether the company was unable to avoid losses due to the failure of its corporate organs to function effectively. The court also needed to assess whether winding up the company was just and equitable. The court considered the relevant statutory provisions, case law, and the evidence presented by both parties. The court examined the relationship between the shareholders, the functioning of the company, and the prospects for the company's future operations.

The court found that the company's corporate organs had indeed failed to function effectively, leading to the company's inability to avoid losses. The court determined that winding up the company was just and equitable due to the irretrievable breakdown in the relationship between the shareholders and the failure of the company's corporate organs. The court was satisfied that the company could not continue to operate effectively and that winding up was in the best interests of the company and its shareholders. The court granted Duc's application and ordered the winding up of PTS Australian Distributor.