Key Points: - The petition under s 465(1)(f) and (h) of the Companies Act 2016 was considered, including just and equitable grounds and mismanagement allegations. (!) (!) - The court held R2 was not a quasi-partnership and found no irretrievable deadlock, with substratum not failed, thus winding-up was not warranted. (!) (!) (!) (!) - The Licensing Agreement termination did not automatically render the company defunct; R2 remained capable of continuing under a different branding. (!) (!) - Allegations of unfair exclusion/oppression were not substantiated; proper procedures for director removal were followed. (!) (!) (!) - Final ruling: winding-up petition dismissed. (!)

What is the just and equitable basis for winding-up considered in this case?

What constitutes a quasi-partnership and whether R2 meets those characteristics?

What determines whether there is an irretrievable deadlock or substratum failure justifying winding-up?