Peter Wilkinson v Gavin Maher & Ors
[2024] EWHC 2948 (Ch)
Sophie Rebecca Perhar v Louise Freestone & Ors
6 March 2024
[2024] EWHC 945 (Ch)
High Court
A company owner appealed the appointment of administrators to her business. The court agreed that some of the judge's decisions were made too quickly and without enough evidence, so they need to be looked at again in a full trial. But, the court thought the business owner's other complaint was too small to matter.
Key Facts
- •Sophie Perhar appealed the order of Deputy ICC Judge Baister concerning the validity of the appointment of administrators over her company, The Sustainable Bathroom Company Limited.
- •The administrators were appointed out of court by Synergy in Trade Limited due to alleged breaches of a debenture and facility letter.
- •Key disputes centered around the enforceability of a floating charge, alleged breaches of trust, waiver arguments, and defects in the appointment process.
- •Aldi, a customer, paid into the wrong account due to an IBAN error, leading to a breakdown in the relationship between Perhar's company and Synergy.
- •Synergy appointed administrators shortly after issuing a letter of demand.
- •The appeal focused on four grounds: factual findings akin to fraud, erroneous contract interpretation, wrong findings on waiver, and wrong findings on the appointment process.
Legal Principles
Implication of terms in a contract based on business efficacy or obviousness.
Various case authorities cited in the judgment (e.g., Re ARL 009 Ltd [2020] EWHC 3125 (Ch)).
Enforceability of a floating charge under paragraph 16 of Schedule B1 of the Insolvency Act 1986.
Insolvency Act 1986, Schedule B1, paragraph 16.
Validity of insolvency proceedings despite formal defects; substantial injustice test under r.12.64 of the Insolvency (England and Wales) Rules 2016.
Insolvency (England and Wales) Rules 2016, r.12.64.
Waiver and promissory estoppel; consideration of oral statements in summary proceedings.
Closegate Hotel Development (Durham) Ltd v McClean [2013] EWHC 3237 (Ch).
Outcomes
Appeal allowed on grounds 1 to 3 (factual findings, contract interpretation, waiver).
The judge made factual findings without the opportunity for cross-examination and the issues of breach of trust and waiver were heavily fact-dependent and unsuitable for summary determination. The implication of a term into the debenture was also context-dependent and needed further factual clarification.
Appeal dismissed on ground 4 (defective appointment of administrators).
While the appointment process was sloppy, the defects were not fundamental and did not cause substantial injustice to the company.
Similar Cases
Matthew Robert Haw & Anor v QM Systems Limited (in administration)
[2024] EWHC 1944 (Ch)
Orthios Eco Parks (Anglesey) Limited, Re
[2024] EWHC 3047 (Ch)
MTA Personal Injury Solicitors LLP (in administration) v Steven Wiseglass
[2024] EWHC 2208 (Ch)
Hartley Pensions Limited (in administration) v Wilton UK (Group) Limited
[2023] EWHC 1700 (Ch)