Re Miles Aircraft Ltd Application of Barclays Bank Ltd and Another
| Jurisdiction | England & Wales |
| Date | 1948 |
| Court | Chancery Division |
Company - Winding-up - Petition pending - Contract entered into by company after date of petition - Application by equitable chargees that contract should not be void - Jurisdiction of court -
The applicants, who held an equitable charge on the assets of the company, applied to the court under s. 173 of the Companies Act, 1929, for an order that a contract entered into by the company to sell certain premises should not be void. The contract was made on the day after the presentation of the petition which, owing to successive adjournments, had not yet been effectively heard:
Held, that there was no jurisdiction to make such an order unless a winding-up order had been made.
APPLICATION under s. 173 of the Companies Act, 1929.
On November 11, 1947, a petition for winding up the company was presented; it was heard on November 24 and adjourned, and owing to successive adjournments no order had yet been made. On November 12 the company entered into a contract to sell certain leasehold premises of which it was the registered owner and which were not required for its business. On November 18, the applicants, who held debentures secured as a floating charge on the company's undertaking, appointed a receiver. The applicants wished to adopt the contract, and were apprehensive that it might go off if there was delay in completion. The applicants averred that, as they had only an equitable charge, they had no statutory power to sell and transfer the legal estate without the concurrence of the company, and that any title sought to be made by the receiver or the directors would not, if made after the date of presentation of the petition, be acceptable to the purchaser or registrable at the Land Registry, as such a disposition might be void under s. 173, if a winding-up order was made. The applicants asked for an order that the contract or any disposition of the premises by way of completion should not be void, notwithstanding the provisions of s. 173.
T. T. D. Divine for the applicants. This is a point of principle which has apparently not been before the court before. The applicants require protection for the transaction in the event of a winding up order being made, as that will antedate the date...
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