Re Resinoid & Mica Products Ltd (Note)
| Jurisdiction | England & Wales |
| Judge | THE MASTER OF THE ROLLS,LORD JUSTICE DAVIES,LORD JUSTICE RUSSELL |
| Judgment Date | 03 May 1967 |
| Judgment citation (vLex) | [1967] EWCA Civ J0503-2 |
| Court | Court of Appeal (Civil Division) |
| Date | 03 May 1967 |
[1967] EWCA Civ J0503-2
In The Supreme Court of Judicature
Court of Appeal
Civil Division
From: Mr. Justice Plowman
The Master of the Rolls
(Lord Denning)
Lord Justice Davies and
Lord Justice Russell
Mr P. M. H. Mottershead (instructed by Messrs Field Roscoe & Co., Agents for Messrs Brain & Brain, Reading) appeared as Counsel for the Applicants (Appellants), Bradley & Son Limited.
Mr Martin Jacomb (instructed by Messrs Cameron, Kemm, Nordon & Co.) appeared as Counsel for the Respondents, Resinoid & Mica Products Limited. and the Liquidator.
We need not trouble you, Mr Jacomb.
In 1965 Bradley & Son Limited. sold a factory to Resinoid & Mica Products Limited. for £5,000 but only £3,000 was paid in cash. The balance of £2,000 was left outstanding on mortgage payable by £500 every six months over two years with interest. On the 1st February, 1965, Resinoid gave Bradleys a legal charge over the property to secure the amount. It was necessary that particulars of that legal charge should be registered within twenty-one days else it would be void, see Sections 95 and 96 of the Companies Act, 1948. It was not registered within twenty-one days. It was the duty of the Company, Resinoid & Mica Products Limited., to register it. But they did not do it. It was open to the mortgagees, Bradley & Son Limited. themselves to do it. They did not do it either. It seems that the solicitors on each side left it to the other to do it: and neither did it. So by inadvertence the charge was not registered within the twenty-one days. The result is that the charge is void, unless the time is extended by the Court under Section 101 of the Act. That section gives the Court power, on being satisfied that the omission to register is due to inadvertence, to extend the time "on such terms and conditions as seem to the Court just and expedient".
So this charge ought to have been registered by the 22nd February. Months and months passed. It was not registered. The first instalment of £500 was paid; but the subsequent instalments were not paid. Still the charge was not registered. Twenty months passed. Then in October 1966 this Company, Resinoid & Mica Products Limited., found itself in a parlous condition. The Company issued a notice convening a meeting of creditors with a view to a creditors' voluntary winding-up. The meeting was to be held on the 27th October, 1966. When the mortgagees received this notice, they woke up. They realised that they ought to register this charge. They hurriedly took out an application to extend the time. On the 25thOctober they made their application to extend the time. They got leave to serve it on short notice returnable on the 26th October. On the 26th October the application came before Mr Registrar Berkeley. That was one day before the meeting. Mr Registrar Berkeley refused to extend the time. The very next day, the 27th October, the meeting of the creditors was held. A resolution for voluntary winding-up was passed: a Liquidator was appointed: and the winding-up commenced - all on that day with no charge having been registered. The Company appealed to Mr Justice Plowman. He refused to extend the time. Now the Company appeal to this Court.
In the course of the argument Lord Justice Russell suggested that it was too late now to extend the time for registration: for the simple reason that the...
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