Section 49(2) of the Close Corporations Act[2] gives the court the power to order the sale of a corporation asset in order to enable a member who is being prejudiced, as contemplated by section 49, to be paid out for his interest and thereby to bring about a termination of his membership.
[4] There were no authoritative pronouncements about the meaning and effect of section 49 of the Close Corporations Act.
[6] The object of section 49 of the Close Corporations Act is to come to the relief of the victim of oppressive conduct.
The section gives the court the power to make orders "with a view to settling the dispute" between the members of a close corporation if it is just and equitable to do so.
[7] There is no reason, the court found, why that portion of section 49 which provides for "regulating the future conduct of the affairs of the corporation" should be interpreted in such a way as to prevent the achievement of the underlying equitable principle of legislation relating to companies and close corporations as well as of the common law relating to co-ownership and partnerships, namely that no co-owner, no partner, no shareholder and no member is normally obliged to remain a co-owner, partner, shareholder or member against his will in circumstances where this is unfair or oppressive to him.