Seladore acts in successful Privy Council case on “just and equitable” winding up
27 November 2025
This morning, the Privy Council handed down its decision in Aquapoint LP (in liquidation) v Fan [2025] UKPC 56 in which Seladore Legal was instructed for the successful Respondent alongside Cayman counsel, Travers Thorp Alberga.
The case concerned an appeal of a decision to wind up a Cayman exempted limited partnership (ELP) on the ground that it was just and equitable to do so.
The Privy Council’s decision is an important clarification as to the circumstances in which a just and equitable winding up will be available. The decision is of relevance to English and Cayman law and applicable to any corporate vehicle capable of being wound up.
In particular, the decision makes clear that:
- A just and equitable winding up is not only available in “quasi partnership” cases. The jurisdiction has broader application and is available wherever the case involves a personal relationship which makes it unjust, or inequitable, to insist on strict legal rights, or to exercise them in a particular way.
- Accordingly, in the context of a winding up petition, even where the parties have entered into a bespoke contract which governs their relationship, this will not “cover the field” or prevent the application of equitable principles in an appropriate case.
The Privy Council explained that it would be a “misreading” of Lord Wilberforce’s famous speech in Westbourne Galleries to “treat the existence of a ‘quasi-partnership’ as essential to the application of equitable considerations to the exercise of legal rights”.
Lord Richards, giving the leading speech, said that “it is understandable that parties, in formulating their cases in petitions for a winding up order on the just and equitable ground, have tended to focus their attention on the features which may go to make a ‘quasi-partnership’. It is in such cases that the application of equitable considerations will most commonly arise. But ‘quasi-partnership’ is itself a term of somewhat uncertain scope, and it is certainly not a term of art“.
The “fundamental” principle is that the jurisdiction “enables the court ‘as equity always does’ to subject the exercise of legal rights to considerations ‘of a personal character arising between one individual and another’. This requires a close examination of the relationship between the individuals which led to or provides the context for their association as shareholders”.
In this instance, the nature of the assurances received by the Respondent meant that, notwithstanding the terms of the agreements between them, it had been inequitable for the Appellant to refuse to permit him to withdraw from the ELP and take up a valuable shareholding in a related Nasdaq listed biotech company.
The successful team at Seladore Legal consisted of Senior Partner Simon Bushell, Partner Kevin Kilgour, Senior Associate Edith Offner, and Associate Freddie Batho.
A copy of the full judgment is available at: