Mr Emmanuel Joseph Louis Lumineau v Berlin Hyp AG
| Jurisdiction | England & Wales |
| Judge | Mr Justice Marcus Smith |
| Judgment Date | 07 November 2019 |
| Neutral Citation | [2019] EWHC 3084 (Ch) |
| Date | 07 November 2019 |
| Docket Number | Case No: CR-2019-007350/CR-2019-007352 CR-2019-007358/CR-2019-007359 |
| Court | Chancery Division |
[2019] EWHC 3084 (Ch)
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
INSOLVENCY AND COMPANIES LIST (ChD)
IN THE MATTER OF BRICKVEST LIMITED
AND IN THE MATTER OF BRICKVEST SERVICES LIMITED
AND IN THE MATTER OF BRICKVEST TECHNOLOGY LIMITED
AND IN THE MATTER OF BRICKVEST TALENTS LIMITED
AND IN THE MATTER OF THE INSOLVENCY ACT 1986
Rolls Building
7 Rolls Buildings
Fetter Lane
London EC4A 1NL
Mr Justice Marcus Smith
Case No: CR-2019-007350/CR-2019-007352 CR-2019-007358/CR-2019-007359
Miss Georgina Peters (instructed by CMS Cameron McKenna Nabarro Olswang LLP) for the Applicant
Mr Stuart Hornett (instructed by Memery Crystal LLP) for the Respondent
Approved Judgment
I have before me applications for the putting into administration various companies within the BrickVest group of companies. Those four companies are:
i) The ultimate holding company of the group, BrickVest Limited;
ii) Two direct subsidiaries of BrickVest Limited, namely, BrickVest Services Limited and BrickVest Technology Limited; and
iii) A sub-sub-sub-sub subsidiary of BrickVest Limited, BrickVest Talents Limited.
I shall refer to these four companies as the “Companies”.
There are other companies in the BrickVest group, but administration orders are not sought in relation to those other companies. The reason for this is that, having considered the matter most carefully, the director who moves these applications, Mr Emmanuel Lumineau, is satisfied (together with those advising him) that it is unnecessary to extend the administration regime beyond the Companies.
That is for two reasons. First of all, the Companies are in need of the insolvency protection that an administration order would confer. The other companies in the BrickVest group do not require that protection. But, and this is the second reason, were these other companies later on to require protection the administrators could, if necessary, apply to extend or vary the insolvency regime. Essentially, because it is proposed that the ultimate holding company, BrickVest Limited, will be under the control of the administrators, there is no reason why the regime governing the other entities cannot, if appropriate, be varied.
The proposed administrators are Mr Mark Supperstone and Mr Ben Woodthorpe of ReSolve Advisory Limited. Their consents to act under Rule 3.2 of the Insolvency England and Wales Rules 2016 are before me.
The applications for administration are supported by a witness statement of Mr Lumineau, dated 1 November 2019. That statement I have read, and read with some care. On the basis of that statement, and the matters exhibited to it, I am satisfied that the jurisdictional requirements for the making of an administration order, which are set out in paragraph 11 to Schedule B1 to the Insolvency Act 1986, are met.
Those requirements are as follows:
i) First, that the company, or in this case the Companies, are or are likely to become unable to pay their debts: paragraph 11(1)(a); and
ii) Secondly, that the administration order is likely to achieve one of the purposes of the administration set out in paragraph 11(1)(b).
These requirements have been addressed in some detail in the written submissions of Ms Peters, who appears for the directors in these applications. I am satisfied, on the basis of her submissions and on the evidence before me that those two requirements are met. It seems to me otiose to repeat the detail of the material set out in Mr Lumineau's statement and in Ms Peters' submissions. I therefore only note, for the record, that having considered those documents with some care I am satisfied that these jurisdictional requirements are met.
It is appropriate that I sound one note of warning in relation to the evidence of Mr Lumineau. Having been involved previously in an application for interlocutory relief by a shareholder in BrickVest Limited, Berlin Hyp AG, I made various injunctive orders in a decision with a neutral citation [2019] EWHC 2662 (Ch). There are, as it seems to me, certain inconsistencies between the evidence of Mr Lumineau today and the material that was before me on Berlin Hyp's application at the end of September 2019. I do not consider that those inconsistencies preclude me from making the orders that I intend to make. However, I do think that it is appropriate to record a warning note regarding Mr Lumineau's description of the events leading up to the Companies becoming likely to be unable to pay their debts. That does not affect my view that the Companies are or are likely to become unable to pay their debts. I regard that fact as clearly established.
Subject, therefore, to one point of difficulty, it seems to me that it is entirely appropriate that I make the orders sought. The BrickVest group has, within it, certain entities that are capable of sustained and valuable economic activity. It is that economic...
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