Re Equiticorp International Plc
| Jurisdiction | England & Wales |
| Date | 1989 |
| Court | Chancery Division |
Company - Administration order - Petition - Resolution passed by directors attending board meeting - Two directors absent - Whether resolution to be passed by all directors - Whether petition valid -
A board meeting of directors of the company took place on 25 January 1989 in Hong Kong at 9 a.m., local time, at which five of the seven directors were present either in person or by telephone. A resolution was passed that an application should be made to the court for the appointment of administrators. Two directors, who were in England, took no part in the meeting but one of them subsequently swore an affidavit in support of the application. There was no indication whether the remaining director supported the application or not.
On the application to the court, under section 9(1) of the Insolvency Act 1986, for an administration order despite the fact that not all the directors had been present at the meeting of the board which passed the resolution: —
Held, granting the application, that once a resolution to present an application for the making of an administration order under section 9 of the Insolvency Act 1986 had been passed by a properly convened board of directors, it became the duty of all the directors, even if they took no part in the deliberations of the board or voted against the resolution, to implement the decision; that, since the board meeting had been properly convened, the application had been properly made on behalf of the directors and the court had the necessary jurisdiction to entertain it and make the order (post, p. 1013E–G).
The following cases are referred to in the judgment:
Emmadart Ltd., In re [
Instrumentation Electrical Services Ltd., In re [
No additional cases were cited in argument.
Application
On 27 January 1989, an application was made to the court on behalf of Equiticorp International Plc., pursuant to a resolution passed at a meeting of directors held in Hong Kong at 9 a.m. (Hong Kong time) on 25 January 1989, by which it was resolved that
“subject to confirmation from Messrs. Peat Marwick McLintock in London … and or Messrs. Norton Rose in London that an application could properly be made to the court, the company do petition the court in England for an administration order to be made in respect of the company for the purpose of achieving ‘a more advantageous realisation of...
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