Anwar Khan v Ankar Miah & Anor

This dispute came out of a long-running restaurant business relationship. The two men had worked together for many years, first in partnership and later through companies. By the time of this case, Nimah Tandoori Limited ran the restaurant business and each man held one share and served as a director.

That structure matters. On paper, this was a company. In practice, it had many features of a partnership-style business built on personal trust, equal participation and a shared history. When that personal relationship broke down, the company structure did not by itself provide an easy way out.

Although the petition was about winding up the company, the premises sat in the background throughout the case. The restaurant traded from freehold property registered in the names of the two individuals. The petitioner argued that the property was held on trust for the company, but the judge considered earlier documents and evidence that pointed the other way.

The judge proceeded on the basis, without making a final binding finding, that the property was beneficially owned by the two men personally as equal tenants in common. The company’s occupation of the property appeared to be informal. There was no produced lease and no clear evidence of rent arrangements before the court.

The legal question was not simply whether the two men disliked each other or whether there had been a serious incident. The court had to decide whether it was just and equitable to wind up the company. That required looking at the nature of the business relationship, whether trust and confidence had broken down, whether the company was truly deadlocked, and whether some other remedy was available.

The petitioner said the relationship had collapsed because of the assault and the withdrawal of company money, and that the company’s affairs were deadlocked. The respondent said the business was still operating, there was no management deadlock, and the petitioner was using the petition to pressure him.

The judge found that there had been an irretrievable breakdown in trust and confidence between the two men. The company had the features of a quasi-partnership: a long personal business relationship, equal participation and a business carried on in substance much as it had been before incorporation. The judge accepted that this kind of breakdown could justify relief.

However, the court did not make a winding-up order. The judge held that, although the petitioner was entitled to some relief in principle, it was not just and equitable to wind the company up because another remedy was available. That remedy was the sale of the petitioner’s interest in the company, and likely also his interest in the property, to the respondent.

This decision matters most for small owner-managed companies with two equal decision-makers. If your company depends on personal trust rather than clear documents, a dispute can leave you in a weak position. You may assume the court will step in and end the business, but that is not guaranteed. A judge may instead expect one side to sell out if that is commercially workable.

That means your planning should happen before the relationship breaks down. If you and your co-owner each hold 50% and both act as directors, you should not rely on goodwill alone. You need a written route for deadlock, valuation and exit.

If your business has two equal owners, use this case as a prompt to review your documents and operating setup. The aim is not to prepare for a fight. It is to make sure the business can keep functioning, or unwind fairly, if circumstances change.

Focus first on the documents that control ownership, occupation and exits. Then check the practical controls around money and decision-making. Small gaps in these areas often become major leverage points in a dispute.