Illingworth v Houldsworth

JurisdictionUK Non-devolved
Date1904
CourtHouse of Lords
[HOUSE OF LORDS.] ILLINGWORTH APPELLANT; AND HOULDSWORTH AND ANOTHER RESPONDENTS. 1904 July 1. EARL OF HALSBURY L.C., LORD MACNAGHTEN, LORD JAMES, and LORD LINDLEY.

Company - Mortgage - Assignment of Present and Future Book Debts - Registration of Mortgage - Companies Act, 1900 (c. 48), s. 14, sub-s. 1 (d).

A company, by way of security to guarantors, assigned by deed all its present and future book and other debts, with the benefit of all securities for the same, to a trustee in trust for the guarantors. The deed contained no express provision against possession being taken by the trustee, but declared that the trustee should at any time, if required by the guarantors, give notice of this assignment to the company's debtors, but that it should not be incumbent on the trustee to give notice unless he thought fit; with provisions that the trustee might at any time give notice, appoint a receiver and exercise the statutory power of sale, but meanwhile should not be answerable for allowing the company to receive the book debts:—

Held, that upon the true construction of the deed it was clearly intended that the company should carry on its business in the ordinary way and receive the book debts for that purpose, and that the deed was “a floating charge” within the meaning of s. 14 of the Companies Act, 1900, and void for want of registration in a question between the trustee and a creditor of the company.

The decision of the Court of Appeal, Houldsworth v. Yorkshire Woolcombers Association, [1903] 2 Ch. 284, affirmed.

BY a trust deed of 1900 the Yorkshire Woolcombers Association specifically mortgaged its freeholds and leaseholds to secure its debenture stock, and charged in favour of the trustees, by way of floating security, all its other property and assets both present and future and its undertaking, but not its uncalled capital. Clause 21 contained a power allowing the association (until the trust to enter, sell, &c., should be exercisable) to sell, specifically mortgage, or otherwise deal with the property and assets by way of floating security.

Guarantees having been given to the bankers of the association to secure a large overdraft, by a mortgage of October 25, 1902, after reciting the overdraft, and that the association, would from time to time require advances from the bank; that the guarantors had requested the association to discharge them from their liability, but had agreed not to take any immediate steps to obtain their discharge on...

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88 cases
  • Re Atlantic Computer Systems Plc
    • United Kingdom
    • Court of Appeal (Civil Division)
    • 25 July 1990
    ...its business in the ordinary way as far as concerns the particular class of assets I am dealing with." 54 In the House of Lords ( Illingworth v. Houldsworth [1904] A.C. 355, 357) the Earl of Halsbury L.C. referred to the charge in that case and stated what he considered to be the essential ......
  • Director of Customs, Federal Territory v Ler Cheng Chye (Liquidator of Castwell Sdn Bhd, (in Liquidation))
    • Malaysia
    • High Court (Malaysia)
    • 1 January 1995
  • Re City Securities Pte
    • Singapore
    • High Court (Singapore)
    • 27 April 1990
    ...[1983] 2 VR 517 (refd) Hilton v Tucker (1888) 39 Ch D 669 (refd) Hubbard & Co, Re (1898) 68 LJ Ch 54 (folld) Illingworth v Houldsworth [1904] AC 355 (folld) J & D Contracting, Re [1971] QLR 101 (folld) Jackson & Bassford, In re [1906] 2 Ch 467 (refd) Lin Securities (Pte Ltd) v OSK & Partner......
  • Re Lin Securities (Pte)
    • Singapore
    • High Court (Singapore)
    • 21 March 1988
    ...Harrold v Plenty [1901] 2 Ch 314 (folld) Hoare v British Columbia Development Association [1912] WN 235 (refd) Illingworth v Houldsworth [1904] AC 355 (folld) James Miller & Partners Ltd v Whitworth Street Estates (Manchester) Ltd [1970] AC 583 (folld) Keenan Bros Ltd, In re [1986] BCLC 242......
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1 firm's commentaries
  • The Basics On Securities In Malaysia
    • Malaysia
    • Mondaq Malaysia
    • 22 November 2022
    ...and manager appointed) (in liquidation) v Ramsstech Ltd [2015] MLJU 671 5. Sivadevi a/p Sivalingam v Cimb Bank Bhd [2018] MLJU 521 6. [1904] AC 355 7. Re Lin Securities (Pte) Peter Chi Man Kwong and 2 others v Asia Commercial Bank and 20 others [1988]2 MLJ 137 8. [1904] AC 355 at p 358 9. A......
6 books & journal articles
  • Preliminary Sections
    • Nigeria
    • DSC Publications Online Nigerian Supreme Court Cases. 1962 Preliminary Sections
    • 11 November 2022
    ...(1861), 4 De. G.F.&J. 168; 31 L.J. Ch. 346; 5 L.T. 471; 8 Jur. N.S. 317; 10 W.R. 176; 45 E.R. 1148. 376 Illingworth v. Houldsworth, (1904) A.C. 355; 73 L.J.Ch. 739; 91 L.T. 602; 53 W.R. 113; 20 T.L.R. 633; 12 Mans. 141. 242 Inland Revenue Commissioners v. Pearlberg, (1953) 1 All E.R. 388; 9......
  • The barbados companies act, cap. 308 and receivers' duties
    • Caribbean Community
    • Caribbean Law Review No. 6-1, June 1996
    • 1 June 1996
    ...Government Stock Investments & Securities Co. v. Manila Co. Ry. Ltd. [1897] A.C. 81, 86 per Lord McNaghten, lllingworth v. Houldsworth [1904] AC 355, 358 per Lord McNaughten. 136 Stein v. Saywell (1969) 121 CLR 529 (but this case has been reversed by statute in most states in Australia wher......
  • Security, Insolvency and Risk: Who Pays the Price?
    • United Kingdom
    • The Modern Law Review No. 62-5, September 1999
    • 1 September 1999
    ...converts the charge into a fixed charge over the relevantassets in the hands of the company at the time.3837 See Illingworth vHouldsworth [1904] AC 355; Robson vSmith [1895]2 Ch 118; Re Yorkshire LtdWoolcombers Association [1903] 2 Ch 284; Cork Report, n 7 above, paras l02–110. See generall......
  • A Doctrinal Assessment of the Insolvency Frameworks of African Countries in Coping with the Pandemic-Triggered Economic Crisis
    • South Africa
    • Stellenbosch Law Review No. , September 2021
    • 29 September 2021
    ...occur rence of a speci ed event leading to cr ystallisation of the oating charge56 made the security 46 In Illingworth v Houldsworth [1904] AC 355 358, the cou rt stated t hat “a floati ng charge is am bulatory and shif ting in nature, hover ing over an d so to sp eak float ing with the p......
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