Just And Equitable - Definition - Law Dictionary Home Dictionary Definition just-and-equitable

Definition :

Just and equitable, are a recognition of the fact that a limited company is more than a mere legal entity with a personality in law of its own: that there is room in company law for recognition of the fact that behind it, or amongst it, there are individuals, with rights, expectation and obligation inter se which are not necessarily submerged in the company structure. A. Company H.L.(E) (in re:), (1999) 1 WLR 1092.

Just and equitable, the principle of 'just and equitable' clause baffles a precise definition. It must rest with the judicial discretion of the court depending upon the facts and circumstances of each case. These are necessarily equitable considerations and may, in a given case, be super imposed on law. Whether it would be so done in a particular case cannot be put in the straitjacket of an inflexible formula, Hind Overseas Private Limited v. Raghunath Prasad Jhunljunwalla, AIR 1976 SC 565 (574): (1976) 3 SCC 259: (1976) 2 SCR 226.

The words 'just and equitable' which occur in s. 222(f) of the English Act, corresponding to Indian Companies Act, s. 433(f), were not to be construed ejusdem generis with clauses (a) to (e) of s. 222 corresponding to our clauses (a) to (e) of s. 433. Lord Wilberforce observed that the words 'just and equitable' are a recognition of the fact that a limited company is more than a mere legal entity, with a personality in law of its own; and that there is room in company law for recognition of the fact that behind it, or amongst it, there are individuals, with rights, expectations and obligations inter se which are not necessarily submerged in the company structure: The 'just and equitable' provision does not, as the respondents suggests, entitle one party to disregard the obligation he assumes by entering a company, nor the court to dispense him from it. It does, as equity always does, enable the court to subject the exercise of legal rights to equitable considerations; considerations, that is, of a personal character arising between one individual and another, which may make it unjust or inequitable, to insist on legal rights, or to exercise them in a particular way, Needle Industries (India) Ltd. v. Needle Industries Newey (India) Holdings Ltd., AIR 1981 SC 1298: (1981) 3 SCC 333: (1981) 3 SCR 698.