Application by an administrator to sell property subject to security

AuthorMark Watson-Gandy
Pages183-197
Chapter 12


Application by an Administrator to Sell Property Subject to Security

OBJECTIVE

An administrator1may apply to the court for permission to dispose of property subject to security (other than a floating charge) as if it was not subject to that security2or goods in the possession of the company under a hire purchase agreement as if the administrator was the owner of the property.3A hire purchase agreement, for these purposes, includes a conditional sale agreement, chattel leasing agreement and retention of title agreement.4

This, however, does not affect the priority given to the holder of the security or the owner.5The order will usually be made subject to the condition that the proceeds of sale will be applied to discharge the security or the amount due under the hire purchase agreement: (1) the net proceeds of sale of the property; and (2) any additional money required to be added to this to produce the amount determined by the court as the net amount realised upon the sale of the property at market value.6

The order is at the discretion of the court and the court will need to be satisfied that disposal of the property would be likely to promote the purpose of the administration of the company.7

The leave of the court is not required where the administrator wishes to deal with property subject to a floating charge;8disposal does not affect the priority of the floating charge holder.9

1Only the administrator may apply: paragraph 71(2)(a) of Schedule B1 to the Insolvency Act 1986.

2Paragraph 71(1) of Schedule B1 to the Insolvency Act 1986.

3Paragraph 72(1) of Schedule B1 to the Insolvency Act 1986.

4Paragraph 111(1) of Schedule B1 to the Insolvency Act 1986.

5Paragraph 71(4) of Schedule B1 to the Insolvency Act 1986.

6Stanley J Holmes & Sons Ltd v Davenham Trust plc [2006] EWCA Civ 1568.

7Paragraphs 71(2)(b) and 72(2)(b) of Schedule B1 to the Insolvency Act 1986.

8Paragraph 70(1) of Schedule B1 to the Insolvency Act 1986.

9Paragraph 70(2) of Schedule B1 to the Insolvency Act 1986.

184 Corporate Insolvency Practice

APPLICATION

The application is made by notice. The application should be made on notice to the holder of the security.

COURT FEES

Where fresh proceedings need to be brought, a court fee of £280 is payable.10If

the application can be made as part of exisiting proceedings and the application is on notice to other parties, a court fee of £155 is payable.11Where the application is made by consent or without notice in existing proceedings, a court fee of £50 is payable.12

EVIDENCE

The administrator should file a witness statement in support. This should address:

ƒ that he makes this application as administrator;
ƒ the date of the administration order;
ƒ the purpose of the administration;
ƒ that he seeks the court’s permission to sell the property which is subject to security;
ƒ the background facts upon which the issue arises;
ƒ the nature of the asset;
ƒ the value of the asset;
ƒ the nature of the security;
ƒ the value of the debt secured;
ƒ that disposal of the property would be likely to promote the purpose of the administration of the company and why.

The witness statement should exhibit:

ƒ evidence of the administrator’s appointment;
ƒ any documents relevant to the issue of valuation, title, security and the sum secured;
ƒ any documents relevant to the facts upon which the issue arises.

10Paragraph 3.5 of Schedule 1 to the Civil Proceedings Fees Order 2008.

11Paragraph 3.12 of Schedule 1 to the Civil Proceedings Fees Order 2008.

12Paragraph 3.11 of Schedule 1 to the Civil Proceedings Fees Order 2008.

SERVICE

The administrator should immediately upon the court fixing the date for the hearing of the application serve the application and supporting evidence with the date and place of hearing on the holder of the security.13

The usual rule is that, subject to any other express provision, the application must be served at least 14 days before the date fixed for the hearing.14However, the court does have power, in cases of urgency, to hear an application immediately with or without notice to the other parties.15

Service may be effected personally16or by post in accordance with the rules on postal service under Part 6 of the CPR.17Service on a person may be effected by service on that person’s solicitor, if they are authorised to accept service on that person’s behalf.18

ORDER

On the order being made, the court will send two sealed copies to the administrator.19

The administrator needs to send one copy to the holder of the security or the owner under the agreement.20

The administrator needs to send within 14 days21the other sealed copy of the order to the Registrar of Companies22with a copy of Form AM14.

13Rule 3.49(3) of the Insolvency (England and Wales) Rules 2016.

14Rule 12.9(3) of the Insolvency (England and Wales) Rules 2016.

15Rule 12.10(1) of the Insolvency (England and Wales) Rules 2016.

16Rule 1.44 of the Insolvency (England and Wales) Rules 2016.

17Paragraph 1(2) of Schedule 4 to the Insolvency (England and Wales) Rules 2016.

18Rule 1.40 of the Insolvency (England and Wales) Rules 2016.

19Rule 3.49(4) of the Insolvency (England and Wales) Rules 2016.

20Rule 3.49(5)(a) of the Insolvency (England and Wales) Rules 2016.

21Paragraphs 71(5) and 72(4) of Schedule B1 to the Insolvency Act 1986. It is an offence to fail to comply: paragraphs 71(6) and 72(5) of Schedule B1 to the Insolvency Act 1986.

22Rule 3.49(5)(b) of the Insolvency (England and Wales) Rules 2016.

186 Corporate Insolvency Practice

KEY STATUTORY PROVISIONS

Paragraphs 70 to 73 and 111 of Schedule B1 to the Insolvency Act 1986

Charged property: floating charge

70(1) The administrator of a company may dispose of or take action relating to property which is subject to a floating charge as if it were not subject to the charge.

(2) Where property is disposed of in reliance on sub-paragraph (1) the holder of the floating charge shall have the same priority in respect of acquired property as he had in respect of the property disposed of.

(3) In sub-paragraph (2)...

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