The correct answer is: The main object of the company can no longer be achieved; There is deadlock in the management of the company's affairs and; The understandings between members and directors have been unfairly breached.

The courts regard this remedy as drastic and therefore will only make such an order if there is no alternative solution at all, not merely because it is a "better option". If the parties have already agreed a solution by the sale of shares, disagreement about the price will not be enough to make a winding up order ( Re A company 1983). Winding up orders have been made where the company's main object could not be achieved (Re German Date Coffee Co 1882); where there was complete deadlock between the only two directors (Re Yenidje Tobacco Co Ltd 1916); and where the understandings between members and directors have been unfairly breached (Ebrahimi v Westbourne Galleries Ltd 1973).