• Little & Anor v Olympian Homes Ltd [2024] EWHC 1766 (Ch)

    Practitioners should be aware that email correspondence can give rise to a valid contractual waiver, and to waiver by estoppel. Play Where a contract requires a waiver to be given in writing, this can be done by email. An email can be validly signed electronically where: i) 'individuals' names are added or form part of the footers; ii) the insertion of "kind regards", "thanks", or "many thanks" indicates an intention to connect the name with the contents of the emails; iii) the footers at the end of each email contain names and contact details in the conventional style of a signature.

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    Hyde and Anor v Djurberg and Ors [2024] EWHC 1188 (Ch)

    Assets of a bankrupt which have been acquired by a third party may still be after-acquired property. If such assets were beneficially owned by the bankrupt, they would in such case have become vested in the trustee in bankruptcy. Play Not only do a trustee in bankruptcy's investigatory role and powers relate to assets which were acquired before the commencement of bankruptcy proceedings; but, in fact, the bankrupt's affairs after the Trustee is appointed may show that certain property was acquired after the date of commencement but before discharge, and therefore may constitute 'after-acquired property'. It may, in fact, be possible in some cases for a trustee in bankruptcy to urgently seek and obtain a freezing injunction against such a third party, if after-acquired property is discovered. If successful, this would have had the effect of preventing irrecoverable loss to the bankruptcy estate, as long as the relevant notice under section 307 of the Insolvency Act 1986 has been served upon the bankrupt within 42 days of the date when the fact that certain after-acquired property had been acquired by, or devolved upon, the bankrupt had first come to the Trustee's knowledge. Service of such a notice would validate the trustee in bankruptcy's claim to the after-acquired property.

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    Webb and Anor v Eversholt Rail Limited and Anor [2024] EWHC 2217 (Ch)

    It is not sufficient for an office-holder merely to assert that they are entitled to documents under the Insolvency Act 1986 without providing evidence of a reasonable requirement for those documents. Play This decision shows that while the Insolvency Act provides office-holders with broad powers to obtain documents and information for the purposes of investigating the company's affairs, the court will not grant an application that is unreasonably broad and unsubstantiated by evidence as to why the documents are reasonably required. The court was not persuaded that the application to court was necessary, as the Respondents had cooperated with focussed requests for documents. In fact, they had only resisted when the liquidators insisted that they should deliver up absolutely everything they held "in relation to" the company in liquidation. The court found that this was not the appropriate approach.

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    Bland and Anor v Keegan [2024] EWCA Civ 934

    How much reliance can an officeholder place on a members register? Can he or she assume that it is conclusive evidence of the record that details a company’s members? In this case, the Court of Appeal had to consider these questions when it looked at an earlier decision by a High Court judge who had determined that liquidators had been validly appointed. This determination was made despite the removal of the Appellant’s name from the register of members of the company, due to a fraudulently executed stock transfer form. The High Court had held that the register of members was conclusive as to the identity of the members of the Company at any particular point in time. This meant that a written resolution signed by the transferee, appointing joint liquidators, had been validly passed. The Court of Appeal needed to ascertain whether the High Court decision had been correct. To do so, it was necessary to look at whether the resolution passed by the company to place itself into voluntary liquidation was indeed valid. This point had to be considered due to the uncertainty as to who the members of the company were at the time the resolution was passed. This led to the court having to consider the status of an individual who has been fraudulently removed from the register of members of a company. Play The resolution in question was signed by the person who was shown as the holder of all the issued shares in the company in the register of members at the time. However, one half of those shares had only been registered in that person's name following her unauthorised execution of a stock transfer form in the name of Jeanette Keegan, the Appellant, who was the person who had previously been shown on the register of members as the holder of those shares. The trial judge had decided that, even if the stock transfer form were a forgery, the register of members was conclusive as to the identity of the members of the company at any particular point in time. Without more, that would have meant that the written resolution was valid and effective. However, the Appellant contended that the transfer of her shares, the entry on the register and the resolution for winding up and the appointment of the liquidators were all void and of no effect. This was then resisted by the Respondents who were appointed as liquidators by the resolution, and who had incurred considerable fees and expenses winding up the company before the liquidation was stayed whilst the validity of their appointment was resolved.