Background:
Daniel Castilloux, as a minority shareholder, sought to liquidate Mitchell Press Limited, a family business controlled by David Mitchell, under sections 324 and 227 of the Business Corporations Act (BCA). Castilloux argued he was excluded from corporate decision-making, particularly after conflicts involving management disagreements and alleged unprofessional behavior during the COVID-19 pandemic.

Legal Arguments and Issues:
Castilloux claimed that under s. 324(1)(b) of the BCA, it was "just and equitable" to dissolve the company due to:

• Justifiable Lack of Confidence: He argued that Mitchell’s management was misaligned with the company’s best interests.
• Shareholder Purgatory: He alleged he was locked into shares he could not sell.
• Partnership Analogy: Castilloux suggested that their business relationship functioned like a partnership, demanding equitable dissolution.

David Mitchell opposed dissolution, citing his intent to improve the company’s finances before selling.

Decision and Costs:
Justice Baird dismissed Castilloux’s petition, finding that his dismissal as CEO was justified and that liquidation was not warranted. The judge concluded that the business judgment rule protected Mitchell’s decisions and Castilloux’s conduct undermined his claim for equitable relief.

Outcome:
The court ordered Castilloux to pay costs, with the exact amount to be assessed. David Mitchell and the other respondents succeeded in maintaining company control.