New Privy Council Judgment: Aquapoint LP (in Official Liquidation) v Xiaohu Fan [2025] UKPC 56

In its judgment dismissing the appeal, the JCPC restated the principles applicable to just and equitable winding up petitions. It emphasised that the existence of a quasi-partnership company is not essential to the application of equitable considerations to the exercise of legal rights. It also held that the existence of a contract between the parties that covers the subject matter of the petitioner’s complaint, including one that contains an entire agreement clause, will be a relevant factor when considering whether equitable principles come into play, but not a decisive one. Further, an entire agreement clause in the partnership agreement will not oust the jurisdiction of the court to make a winding up order on the just and equitable ground.

Tom Smith KC and Peter Burgess acted for the Appellant.

The judgment can be found here.