Andrew Bland & Anor v Jeanette Keegan (Re JDK Construction Limited)
[2024] EWCA Civ 934
Andrew Bland & Anor v JDK Construction Limited (in liquidation) & Anor
13 October 2023
[2023] EWHC 2805 (Ch)
High Court
A mom and son fought over a company. The son's wife (who was in charge) put the company into liquidation. The mom said it was wrong because the son's wife cheated her out of her shares. The judge said even if she was cheated, the official company records showed the wife as the sole owner when the company was put into liquidation, so the liquidation and the appointed liquidators were valid.
Key Facts
- •JDK Construction Limited (JDK) was placed into creditors' voluntary liquidation by Julie Keegan, the purported sole shareholder and director.
- •Jeanette Keegan, Julie's mother and former 50% shareholder, disputed the validity of the share transfer to Julie, claiming forgery.
- •A Tomlin Order settled Jeanette's rectification claim, acknowledging the invalidity of the share transfer but without a judicial determination of forgery.
- •Joint liquidators applied for a declaration of their valid appointment and directions under section 232 of the Insolvency Act 1986.
- •The company's register of members showed Julie as the sole shareholder at the time of the liquidation resolution.
Legal Principles
Validity of liquidator's acts despite defects in appointment.
Insolvency Act 1986, section 232
Register of members is prima facie evidence of membership.
Companies Act 2006, section 127
Every person whose name is entered in the company's register of members is a member.
Companies Act 2006, section 112(2)
Requirements for a valid special resolution to wind up a company.
Insolvency Act 1986, section 84(1)(b); Companies Act 2006, sections 281(1)(b), 307(1)
Outcomes
The joint liquidators' appointment was declared valid.
The register of members, at the time of the liquidation resolution, showed Julie as the sole shareholder. Even if the share transfer was a forgery, the register is conclusive evidence of membership at that time. Section 232 of the Insolvency Act 1986 was not needed to validate the appointment.
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