A - Appointment
1/8/17
RANDHAWA v TURPIN (NO. 2) (RE BW ESTATES LTD) [2017] EWCA Civ 1201
A sole director with a 75% shareholding purported to appoint joint administrators. The company’s articles required a quorum of two directors for a board meeting and two members for a general meeting. 25% of the company’s shares were registered in the name of a dissolved company. The appointment was held to be invalid as there had been no second director to make up a quorum. The company was not a single member company because the word “member” in the articles included any registered shareholder. Nothing in the Insolvency Act allowed the company to act other than as required by its articles. The Duomatic principle (that the assent of all shareholders is as binding as a resolution in general meeting) did not apply as it requires consent of all registered shareholders. It had not been an abuse of process for the creditors to make the application challenging the appointment, nor were they prevented from challenging the appointment by estoppel or acquiescence.
18/11/15
RE ARMSTRONG BRANDS LTD [2015] EWHC 3303 (Ch)
A company debenture was validly executed as a deed for the purpose of s 44 Companies Act 2006. It was signed by the company’s secretary and another person. That other person was not a director at the date of the debenture but the evidence showed that he had signed it at a date when he was a director. It did not matter that the transaction completed later when the director signatory was no longer a director. An administrator had therefore been validly appointed under the debenture.
10/3/15
PUI-KWAN v KAM-HO [2015] EWHC 621 (Ch)
A meeting of directors at which it had been resolved to place a company into administration had been inquorate and as a result the company had not validly entered into administration.
2/3/15
RANDHAWA v TURPIN (RE BW ESTATES LTD) [2015] EWHC 517 (Ch)
Administrators appointed by a director by the out of court procedure had not acted improperly in accepting the appointment and were not to be deprived of remuneration on that basis. Issues as to the level of their remuneration would be the subject of a further hearing at which the costs of the application would be determined.
25/10/13
CLOSEGATE HOTEL DEVELOPMENT (DURHAM) LTD V MCLEAN [2013] EWHC 3237 (Ch)
Directors have authority to cause a company to apply to challenge an administrator’s appointment and do not necessarily have to offer to indemnify the company in respect of the costs. On the facts the challenge failed as the lender which appointed the administrators was not estopped from appointing.
22/5/13
HSBC BANK PLC v TAMBROOK JERSEY LTD [2013] EWCA Civ 576
Considers when a court can assist a foreign court under s 426 Insolvency Act 1986 by appointing an administrator of a company whose centre of main interests is abroad. Overruled the decision of the court below that the English court had no power to appoint administrators in respect of the Jersey registered company at the request of the Royal Court of Jersey because no insolvency proceedings were pending or contemplated in Jersey.
18/3/13
IN THE MATTER OF CARE PEOPLE LTD (IN ADMINISTRATION) [2013] EWHC 1734 (Ch)
Appointment of administrators by a qualifying floating chargeholder had been defective because demand was only 6 minutes before the appointment was made, giving the company no time to respond. But there had been no prejudice to the company since it had not been in a position to pay and creditors might have been prejudiced if the administration did not continue. The appointment was therefore declared valid and the defect waived.
10/8/12
IN THE MATTER OF EUROMASTER LTD [2012] EWHC 2356 (Ch), [2013] Bus LR 466
Appointment of administrators over 10 business days after filing notice of intention to appoint administrators contrary to Insolvency Act 1986 Sch.B1 para.28(2) did not render the appointment void but was an irregularity capable of cure under Insolvency Rules 1986 r.7.55.