Allied Dunbar Assurance Plc v Fowle and Others
| Jurisdiction | England & Wales |
| Judgment Date | 28 January 1994 |
| Date | 28 January 1994 |
| Court | Queen's Bench Division |
Court of Appeal
Before Mr Justice Garland
Company - effect of restoration to register - bona vacantia - Crown disclaimer not a "disposition"
A Crown disclaimer of property which became bona vacantia on the removal of a company from the register was not a disposition for the purposes of section 655 of the Companies Act 1985. The effect of subsequent restoration of the company to the register was to revive the liabilities of persons who had given sureties for the company.
Mr Justice Garland so held in open court after a hearing in chambers rejecting an appeal by the first and second defendants, Kevin Fowle and Patrick Hicks, from an order of District Judge Litchfield giving summary judgment to the plaintiff against the third defendant, Chicago Pneumatic Tool Co Ltd, and for the third defendant on its contribution notice against the first and second defendants.
Section 653 of the Companies Act 1985 provides: "(1) The following applies if a company, or any member or creditor of it, feels aggrieved by the company having been struck off the register.
"(2) The court … may … order the company's name to be restored.
"(3) On an office copy of the order being delivered to the Registrar of Companies for registration the company is deemed to have continued in existence as if its name had not been struck off…"
Section 655 provides: "(1) The person in whom any property or right is vested by section 654 may dispose of, or an interest in, that property or right…
"(2) Where such an order is made … (b) the Crown … shall pay to the company … (ii) … an amount equal to the value of the property, right or interest disposed of…"
Mr Timothy Fancourt for the plaintiff; Mr Gavin Lightman, QC, for the first and second defendants; Mr David Hodge for the third defendant.
MR JUSTICE GARLAND said the third defendant held land on lease from the plaintiffs. The third defendant had assigned the lease to KGP Technical Services Ltd, of which the first and second defendants were directors. The first and second defendants had provided sureties that KGP would comply with the covenants of the lease.
KGP had been struck off the register pursuant to section 652(5) of the Companies Act 1985 and its interest in the lease had vested in the Crown as bona vacantia pursuant to section 654. At the instance of the sureties, the Crown had disclaimed the lease. Subsequently KGP had been restored by the registrar.
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Elb Securities Ltd Against Alan Love & Prestwick Hotels Ltd
...the provisions of section 1020 and section 1032. The following authorities were referred to: Allied Dunbar Assurance plc v Fowle & Others [1994] BCC 422 Hindcastle Ltd v Barbara Attenborough Associates Ltd & Others [1996] 1 All ER 737 The Advocate General for Scotland, Petitioner [2010] CSO......
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Fivestar Properties Ltd v the Insolvency Act 1986 and Others
...disposition of the property, the company is deemed always to have been the owner, as if it had never been dissolved. 18 In Allied Dunbar Assurance plc v Fowle & others [1994] BCC 422 Garland J considered a similar question in relation to a lease held (as assignee) by a company that had been......
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Elb Securities Limited Against (first) Alan Love And (second) Prestwick Hotels Limted
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Mistral Asset Finance Ltd v The Registrar of Companies
...England and Wales. 16 In the trilogy of High Court decisions, the judgment of Garland J in Allied Dunbar Assurance plc v Fowle and others [1994] BCC 422 came first. A landlord sued the sureties of a corporate tenant after the company was dissolved and the Crown disclaimed the lease. Garland......