Key Points

• Court considers the ownership of assets situated at premises owned by the bankrupt in the context of limited relevant evidence
• Court emphasises the importance of joining the correct parties to litigation

The Facts

On 22 April 2015, the Supreme Court handed down its decision in Jetivia SA v Bilta (UK) Limited, unanimously holding that where a company has been the victim of wrong-doing by its directors, that wrong-doing should not be attributed to the company so as to afford the directors an illegality defence.

The result is clear and not a surprising one. The judgments are less clear however. The Court highlighted the difficulties in developing illegality principles of general application for future cases, but then decided now was not the time to try.

There have been a couple of cases in the last few months where the impact of changes to the details of the various registers at Companies House has been considered by a Court. This article considers the points of interest for lenders that arise out of those decisions

What use is an LP registration certificate?

Not much in the case of a certificate that relates to a limited partnership (one to which the Limited Partnership Act 1907 applies not the limited liability partnership variety).

EAD Solicitors LLP and others v Abrams UKEAT/0054/15

Why care?

Section 13(1) of the Equality Act 2010 defines direct discrimination as occurring where “because of a protected characteristic”, a person (A) treats another (B) less favourably than A treats or would treat others. This wording means that B does not have to have the protected characteristic.

Key Point

An English Court holds that a rate saving scheme involving liquidations of tenant companies is an abuse of the English insolvency legislation.

The Facts

Key point

The Court is prepared to look at the overall nature of a directors conduct and dissect a complex series of transactions before concluding what (if any) insolvency failings have been committed by a director.

The Facts

Key Point

Judgement provides detailed guidance on administrators making distributions in relation to EU incorporated companies.

The Facts

Key Point

Court finds equity to rescind a contract does not mean sums paid by relevant counterparties are held on constructive trust.

The Facts

Two currency exchange companies (the "Companies") were placed in creditors' voluntary liquidation, holding sums in their bank accounts with Barclays, and in their own counting houses. The liquidators made applications to determine whether the Companies held such monies on trust for their customers.

The Decision

Key points

• Section 236 (inquiry into company’s dealings) does not have extra-territorial effect
• Section 237(3) (examination) only has extra-territorial effect where appropriate machinery exists in the foreign jurisdiction
• Taking of Evidence Regulation not available where litigation not commenced or contemplated

The facts

Key Points

Mitigation of loss by a claimant does not always mean that liability under negligence claims is avoided

The Facts