Re Tynedale Estates Ltd

• Jurisdiction: Bahamas
• Judge: Sawyer, J.
• Judgment Date: 20 July 1990
• Court: Supreme Court (Bahamas)
• Docket Number: Equity Side No. 622 of 1990
• Date: 20 July 1990

Supreme Court

Sawyer, J.

Equity Side No. 622 of 1990

Re: Tynedale Estates Ltd.

Appearances:

Mr. M.R. Scott for the petitioners

Mr. D. Edwards (by special leave) for Mr. Per Moller, a judgment creditor

Company Law - Winding up — Company not operative for over a year — Application for compulsory winding up to be granted on the grounds that is just and equitable to do so.

Sawyer, J.

1 This is a petition for the compulsory winding-up by the Court of Tynedale Estates Limited (“the company”) presented by Messrs Geoffrey A.D. Johnstone, William McP. Christie, Peter T. Higgs, Philip C. Dunkley, Roland J. Lowe, Reginald H. Lobosky and Sarah M. Lobosky practising together as counsel and attorneys-at-law in the firm named Higgs & Johnson (“the petitioners”) under section 93(4) and (5) of the Companies Act (Ch. 279).

2 The company was incorporated on the 12th day of January, 1968 and, according to paragraph 2 of the petition, its registered office is situate in the chambers of Higgs and Johnson, 3rd floor of the Mercantile Bank Building; Freeport, Grand Bahama. I shall deal with this aspect a little later on.

3 The company constructed 2 condominium-type buildings on property t acquired in 1977. The property is situate at Tract 1A of Bahama Terrace Yacht and Country Club Section 2 Subdivision, Freeport, Grand Bahama. Building A comprises 30 condominium apartments sand Building B comprises 21 condominium apartments.

4 The grounds on which the petition is presented are:

• (i) that the company is unable to pay its debts; and

• (ii) that in the circumstances outlined in paragraph 7 — particularly paragraph 7(I)(J) of the petition — it is just and equitable that the company should be wound up.

5 Paragraph 5, 6, 7(I)(J), 8, 9, and 10 of the petition read:–

“5. The Company is indebted to your petitioner in the sums of $60,711.19 and $2,000.00 for legal services and disbursements made on the company's behalf.

“6. Your petitioners have made application to the company for payment of its debt but the company has failed and neglected to pay the same or any part thereof.

“7.(I) Consequently there is a real concern that the declaration was rendered void with the result that the title of the many purchasers from the company of Units in the Condominium (including your Petitioners which has a security interest in two of the Units) may be in doubt. In recent years and for in excess of at the least One year there has been no interest shown by the company in its property or the development of the Condominium and because of the dispute over the beneficial ownership of the shares in the company and bankruptcy which affects a parent concert no concerted action by the company or its principals now seems ever to be likely.

“7.(J) Apart from the inability of the company to meet its debts and service is obligations such as the payment of service charges on the land held for further development there is the urgent need to have the title problem put to right by appropriate corrective deeds which it will be possible for a liquidator to execute upon a Winding-up Order being made.

“8. Higgs & Johnson, attorneys-at-law, your petitioners acted as attorneys for the company in the establishment of the said Condominium and there is a balance of, $60,711.19 owing to them at the date of this petition and which remains unpaid and the further sum of $2,000.00 advanced by them on account of the annual registration fees of the Company paid to secure its restoration to the Register on the 26th May, 1989.

“9. The company has acknowledged its said debt of $60,711.19 to Higgs & Johnson your petitioners and has provided some security for it (being two Units in the said Condominium referred to above)...