Lusaka Meat Supplies Ltd (the company) had originally been formed by the respondent to enable him to carry on through a body corporate for the benefit of himself, his wife and his children the business formerly carried on by him personally. In the early stages only two shares were issued, one to the respondent and the other to his wife, one of the appellants. In 1965 a further 7 998 shares were issued and allotted, the holdings becoming 1 000 shares each by the respondent and his wife and 2 000 shares by each of their children, the other appellants. Thereafter serious family differences arose and the appellants decided it was necessary to prevent the respondent from taking any part in the running of the business or the handling of the company's affairs or funds. It was found as a fact that the affairs of the company were being carried on effectively.
Since the company could continue and was continuing to carry on its affairs, this was not a case of deadlock and it would not be just and equitable for the company to be wound up.