Lendinvest BTL Limited v Property Services LDN Limited
[2023] EWHC 1778 (Ch)
The British Film Institute v Hall Media Group Limited
5 December 2023
[2023] EWHC 3110 (Ch)
High Court
A company didn't pay a large sponsorship fee. They tried to argue they shouldn't have to pay because the sponsor didn't do everything they promised. The court disagreed, saying the company still owed most of the money and couldn't pay it, so they ordered the company to be wound up (closed down).
Key Facts
- •Hall Media Group Limited (Respondent) failed to pay a £200,000 sponsorship fee to the British Film Institute (Petitioner).
- •A statutory demand was issued, leading to a winding-up petition.
- •The Respondent claimed a substantial dispute due to alleged breach of contract by the Petitioner.
- •The Respondent alleged the Petitioner failed to deliver promised benefits under a "Partnership Agreement."
- •The Petitioner argued the Respondent received most benefits and a fee reduction was offered and accepted.
- •The Respondent claimed significant losses due to reputational damage, unrelated to the Petitioner's breach of contract.
Legal Principles
Whether a debt is genuinely disputed on substantial grounds, affecting standing to present a winding-up petition or allowing a cross-claim.
Insolvency Rules 2016, Rule 14.1(3); Insolvency Act 1986, s.123(1)(a)
The Court's discretion in winding-up petitions, particularly 'COMI Petitions'.
Insolvency Act 1986
Interpretation of contract terms, including entire agreement clauses, and determining whether a contract was terminated or paused.
Partnership Agreement (clauses 2, 3, 4, 5)
The effect of a unilateral 'pause' in a contract.
Case Law (implied)
Assessment of set-off or counterclaim in the context of a winding-up petition.
Case Law (implied)
The standard of proof required to establish a genuine and substantial dispute.
Case Law (implied)
Consideration of the company's financial position and ability to pay debts under s.122 of the Insolvency Act 1986.
Insolvency Act 1986, s.122(1)(f)
Outcomes
The winding-up petition was granted.
The Respondent failed to demonstrate a genuine and substantial dispute regarding the debt. The claimed breaches were insufficient to offset the significant outstanding amount. The Respondent's financial position showed an inability to pay its debts.
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