Angel Group Ltd & Ors, Re. [2015] EWHC 3624 (Ch) (03 December 2015)

Neutral Citation Number: [2015] EWHC 3624 (Ch) Case Nos. 6000, 6001, 6002, 6003, 6004, 6005, 6006 and 6007 of 2015 and Case Nos. 7846, 7847, 7848, 7849, 7850, 7852 and 7864 of 2012 and 2403 of 2013 IN THE HIGH COURT OF JUSTICE CHANCERY DIVISION COMPANIES COURT IN THE MATTER OF ANGEL GROUP LIMITED IN THE MATTER OF BROMVALE LIMITED. IN THE MATTER OF ANGEL SERVICES (UK) LIMITED. IN THE MATTER OF ANGEL HEIGHTS DEVELOPMENTS LIMITED. IN THE MATTER OF ANGEL HEIGHTS (NEWCASTLE) LIMITED. IN THE MATTER OF ANGEL WAKEFIELD LIMITED. IN THE MATTER OF ANGEL ESTATES LIMITED. IN THE MATTER OF ANGEL (LONDON) LIMITED AND IN THE MATTER OF THE INSOLVENCY ACT 1986. Court 1 The Rolls Building 7 Rolls Buildings Fetter Lane London EC4A 1NL 3 December 2015 B e f o r e : MRS JUSTICE ROSE ____________________ Between: IN THE MATTER OF ANGEL GROUP LIMITED IN THE MATTER OF BROMVALE LIMITED. IN THE MATTER OF ANGEL SERVICES (UK) LIMITED. IN THE MATTER OF ANGEL HEIGHTS DEVELOPMENTS LIMITED. IN THE MATTER OF ANGEL HEIGHTS (NEWCASTLE) LIMITED. IN THE MATTER OF ANGEL WAKEFIELD LIMITED. IN THE MATTER OF ANGEL ESTATES LIMITED. IN THE MATTER OF ANGEL (LONDON) LIMITED AND IN THE MATTER OF THE INSOLVENCY ACT 1986. ____________________ MS J SMITH QC and MR S ROBINS (instructed by Stephenson Harwood LLP) appeared on behalf of the Administrators MR S DAVIES QC (instructed by Hausfeld & Co LLP) appeared on behalf of the Ms Davey and AIL MR S MORTIMORE QC (instructed by Herbert Smith Freehills LLP) appeared on behalf of the Bank MR R FISHER and MR R PERKINS appeared on behalf of the First and Second Proposed Liquidators MR J BAMFORD (instructed by Brechers) appeared on behalf of Andrew Hosking and Carl Jackson ____________________ HTML VERSION OF JUDGMENT ____________________ Crown Copyright © MRS JUSTICE ROSE: 1. The eight companies to which these applications relate are all part of the same group. The first company Angel Group Ltd is the parent and the other seven are all subsidiaries. They were all originally owned and controlled by Ms Julia Davey. The companies all owned substantial residential and commercial properties which were rented out. To fund these properties the companies borrowed substantial amounts of money from Bank of Scotland, now part of the Lloyd's Banking Group, and the bank took security over the company's assets. The company's business included the provision of residential accommodation to people who were seeking asylum here. That was provided pursuant to a contract with the UK Border Agency. The companies got into debt in 2012 in circumstances which form part of the dispute giving rise to these applications. Administrators have been appointed as follows: (a) Over the parent company Angel Group Ltd, on 12 October 2012, on the application of the Bank of Scotland as holder of a qualifying floating charge pursuant to paragraph 14 of schedule B1 to the Insolvency Act 1986. (b) Of each of the subsidiary companies except for Angel London administrators were appointed by Ms Davey pursuant to paragraph 22(2) of schedule B1. (c) of Angel London, administrators were appointed by order of the High Court on 10 April 2013. The terms of office of the administrators have been extended in respect of all except for Angel London until 4 December 2015, and for Angel London until 9 October 2016. Currently, the administrators of all the eight companies are Mr Croxon and Ms Moriarty of KPMG LLP. Most of the companies' properties have been sold to reduce the debt to the bank, but the bank is still owed over £20 million. The bank is the only secured creditor of the companies and it also says that it is the majority unsecured creditor. Ms Davey and her company Angelic Interiors Ltd claim also to be creditors of the companies. The administrators assert that they have claims that they want to investigate on behalf of the companies against Ms Davey broadly for extracting money unlawfully by fraudulently backdating transactions in which substantial sums were paid to her, or properties transferred, to her by or on behalf of the companies. For her part, Ms Davey says that the companies have claims against the bank for breach of contract, negligence, misrepresentation, conspiracy and/or misfeasance. Again broadly, she claims that the bank and KPMG artificially distressed the companies to push them into a formal insolvency. She has caused proceedings to be brought in her name against the bank and KPMG in the Commercial Court. Ms Davey complains that since their appointment, the administrators have refused to acknowledge that there was a conflict of interest arising from their previous involvement with the companies on behalf of the bank and their current position as administrators. They have failed to investigate or pursue claims that the companies might have against third parties, not only the bank but also the UK Border Agency. She asserts that the administrators have wrongly allowed limitation periods applying to those claims to pass without lodging claims on the companies' behalf. Ms Davey and her company Angelic Interiors Limited have issued an application for the removal of the administrators. It is now agreed on all sides that the best thing would be for the companies to move into liquidation; for the two current administrators to bow out; and for four new liquidators to be appointed, two nominated by the bank and two nominated by Ms Davey. Mr Andrew Hosking and Mr Carl Jackson of the firm Quantuma have agreed to be appointed as liquidators by Ms Davey and they will pursue any claims the companies have against the bank and certain other third parties. Mr Edwards and Mr Bowers of Deloitte LLP have agreed to be appointed by the bank to complete the disposal of the companies' assets and to pursue any claims on the companies' behalf against Ms Davey. A great deal of thought has gone into how best to achieve this and the result is a rather complicated set of applications that stand or fall together as a package. First there is an application brought in respect of each of the companies by the two existing administrators for four additional administrators to be appointed, that is Messrs Hosking, Jackson, Edwards and Bowers. This appointment would be made under paragraph 103 of schedule B1 but would give the new administrators strictly limited functions. Secondly, petitions were lodged on 11 September 2015 by each of the companies acting by their administrators for the making of winding up orders under section 124(1) of the Insolvency Act. Those orders also seek that the four new administrators be appointed as liquidators for each of the companies but not the two existing administrators. . Thirdly, there is an application in respect of each of the companies issued by the four proposed liquidators for an order that upon their appointment as joint liquidators of the particular company, that they have liberty to, and are directed to, enter into a memorandum of understanding in the form annexed to the application. The MOU sets out the understanding of the four proposed liquidators as to how they will divide up their roles and responsibilities in the liquidation. I will consider the jurisdiction of the court to make such an order later. Fourthly, as part of the winding up orders the current administrators apply for their discharge on cessation of the administration. This is one of the areas of contention. . Fifthly, as part of the administration order pursuant to the application issued by Mr Croxon and Ms Moriarty, there are provisions dealing with other applications that have been made in the past and in particular in relation to a stay to allow the parties to consider what should happen about the costs of those applications. . These other applications are as follows: (a) First, a removal application brought by Ms Davey on 6 March 2015 to remove Mr Croxen and Ms Moriarty and to appoint Mr Hosking as the sole administrator over the companies. This has been adjourned on a number of occasions and it is now agreed that there should be no order on this application because it has, in effect, been overtaken by the applications being dealt with today. It is also agreed that the question of the costs of the removal application should be stayed, but as of yesterday there was no agreement as to for how long they should be stayed. (b) Secondly, there was an application called the DVR Application which relates to an application by the administrators that Ms Davey deliver up a copy of a digital voice recorder on which phone calls are stored in digital form. There was a cross-application made by Ms Davey in response to this. Agreement appears to have been reached in principle on what is to happen to the digital voice recorder and I am not asked, as I understand it, to make any substantive order on that application. Again, though, there is an agreement that the question of costs arising from that application should be stayed to allow the parties to consider it but it is not agreed for how long that should be stayed. . Also on the question of costs, there are some other matters in contention. (a) As regards the costs of the administration applications to appoint the four new administrators with a view to them becoming the liquidators of the companies, it is agreed that there be no order as to costs. But there is a dispute as to whether the administrators' costs should be treated as costs of the administration. I am not asked to deal with that today but just to stay it, presumably for the same period as the other cost issues are stayed. (b) There may also be a dispute as to what is to happen about the costs of the winding up petitions. . In the applications before me, the parties were represented as follows: Joanna Smith QC with Stephen Robins appeared for the administrators Robert Croxon and Jane Moriarty from KPMG. Simon Mortimore QC appeared for the bank. Richard Fisher and Ryan Perkins appeared for the bank's nominees from Deloitte LLP, that's Mr Edwards and Mr Bowers. Stephen Davies QC appeared for Ms Davey and Angelic Interiors Limited. Mr Jeremy Bamford appeared for the Davey nominees, Mr Hosking and Mr Jackson of Quantuma. . All the proposed administrators and liquidators give their consent to the making of the necessary orders but conditional on the whole package being approved. . First, I will deal with the applications to appoint the four new administrators and then with the companies' winding up petitions since these are not contentious. Under section 124(1) of the Insolvency Act a company has standing to apply for its own winding up. Rule 4.7(7) of the Insolvency Rules provides that where the petition is presented by the administrator then it is expressed to be a petition of the company by its administrator. Pursuant to Rule 4.7(9) of the Insolvency Rules, the petition is treated as if it were a petition filed by the company's contributories. . The relevant test to be applied as to whether to wind up the company is set out in section 122(1) namely whether the company is unable to pay its debts and the court is of the opinion that it is just and equitable that it should be wound up. There is no dispute here that all eight companies are unable to pay their debts and that it is just and equitable that they be wound up and I agree with those conclusions. The petitions have already been advertised and no creditor has dissented. . The difficulty that has presented itself is how to bring about as swiftly and efficiently as possible the departure of the two current administrators, Mr Croxon and Ms Moriarty, and the appointment of the four nominated insolvency practitioners, bearing in mind that the administrations of most of the companies are going to terminate shortly and it does not make sense to extend them further. . The parties are agreed that the grounds for moving to a creditors' voluntary liquidation under paragraph 83 of Schedule B1 are not satisfied because the remaining properties subject to the bank's fixed charge might still be realised and the administrators do not think there is going to be a distribution to unsecured creditors. Therefore, the companies have to be wound up by the court. However, that would entail the official receiver taking office as liquidator pending meetings of the creditors, et cetera, to choose a new liquidator: see sections 136(2) and 139 of the Insolvency Act. The court does not have a general power to appoint a liquidator other than the official receiver in a compulsory winding up, see Re Exchange Travel [1992] BCC 954 at pages 958 to 959 per Evans-Lombe QC sitting as a deputy High Court judge. . I agree with the submissions of the parties that the appointment of the Official Receiver would not be desirable here. The Official Receiver is not familiar with these companies or with the disputes that have arisen. It is most unlikely in my judgment that the Official Receiver will be able to come up with a solution more acceptable to these factions than the solution they have hammered out themselves over the course of long and heated negotiations. Various mechanisms for minimising or eliminating the involvement of the Official Receiver have been canvassed and these have been set out helpfully in the bank's skeleton argument and in the bank nominees' skeleton argument. The proposed mechanism is the best one, namely to appoint the four proposed liquidators to be administrators first so that they can then be appointed as liquidators under section 140 of the Insolvency Act. That section provides that where a winding up order is made immediately upon the appointment of an administrator ceasing to have effect, the court may appoint as a liquidator of the company the person whose appointment as administrator ceases to have effect. . The two existing KPMG administrators have therefore applied, under paragraph 103(3)(b) of Schedule B1, to appoint the four new administrators. Once the four are appointed, their role as administrators will be limited to giving consent to their own appointment as liquidators. I agree that in the rather unusual circumstances of this case, this is the most sensible course to take. . The orders to achieve this include directions waiving the application of various provisions that are not necessary given the very short time for which the four new administrators will hold office: (a) The requirement under Rule 2.127 of the Insolvency Rules to give notice of the appointment of administrators and advertise this fact. (b) The requirement under Rule 2.128 to inform the registrar of companies of the appointment. (c) The requirement under Rule 4.7(10) for the proposed liquidators to file in court a report as to the notice that has been given to creditors of the intention to appoint an administrator to be the liquidator. Strictly speaking, it may be that this obligation fell on the four new administrators rather than just on the two existing administrators who are not going to become liquidators. In fact what has happened is that the two existing administrators have given notice to the creditors of the intention to appoint the four new practitioners first to be administrators and then to be liquidators. A report to that effect has been filed in court and I consider that that is sufficient compliance with the rules in these unusual circumstances. (d) the four new administrators should not be obliged to prepare a final progress report under Rule 2.116. . On the question of how the creditors have been kept informed of is happening, this was dealt with in the witness statement of Mr Edwards, one of the proposed liquidators nominated by the bank. His evidence is: (a) that the companies' creditors were notified by the current administrators on 7 August 2015 of their intention to place the companies into compulsory liquidation with liquidators from two separate firms to be appointed. (b) The petitions to wind up the companies have been advertised and all the creditors who responded to that advertisement or to the letter of 7 August have been kept informed by updates of the developments by the current administrators. (c) On 20 November the current administrators wrote to the creditors with full particulars of the mechanism which I have just described. . I will therefore make the orders appointing the four new nominated insolvency practitioners to be administrators of each of the companies and then wind up each of the companies appointing those four to be the liquidators. Approval of the Memorandum of Understanding . I referred earlier to the memorandum of understanding entered into by the bank nominees and the Davey nominees. Mr Fisher of counsel on behalf of Mr Edwards and Mr Bowers made submissions as to the jurisdiction of the court to make such an order. Directions are sought in identical terms in each of the winding up petition applications for the eight companies. . Three possible bases are put forward for the power of the court to make such an order. First, section 168(3) of the Insolvency Act provides that the liquidator may apply to the court in the prescribed manner for directions in relation to any particular matter arising in the winding up. Secondly, section 231 of the Insolvency Act applies where there are joint office holders, including joint liquidators, and provides that the appointment may declare whether any act required or authorised under any enactment to be done by the liquidators shall be done by all or by any one or more of the persons appointed. Mr Fisher submits that the general obligation to conduct the liquidation in accordance with the provisions of the Act, including schedule 4 to the Act, is an act required or authorised under any enactment to be done so that the court can declare that the liquidators should perform that act in accordance with the terms of the MOU. Thirdly, Mr Fisher submits that the court has an inherent jurisdiction to control the actions of its officers to ensure that they conduct the liquidation in the interest of the creditors by avoiding conflicts of interest that may arise. The MOU application is discussed in the submissions submitted by the bank's nominees. It sets out the proposed roles and responsibilities of the liquidators. An important function of the MOU is to eliminate any actual or perceived conflicts of interest which may arise in relation to the investigation of potential claims against the bank and other related persons. In effect, the Davey nominees are to be conflict liquidators, a term used by Hoffmann J (as he then was), in Re Arrows Limited [1992] BCC 121. In that case Hoffmann J indicated that the court will take a pragmatic approach to conflicts and will decide what to do as and when the issue of possible conflict arises. Examples have been given by the bank of where something similar has been done in the past, including in various high profile insolvencies. But there appears to be no case where there has been a consideration of the jurisdiction of the court to make such an order. . In SISU Capital Fund Limited v Tucker [2005] EWHC 2170 Chancery, Warren J referred to the intention of joint liquidators there to conclude an MOU and records at paragraphs 27 and 187 of his judgment that an MOU was subsequently approved by Blackburne J without a hearing in circumstances that appear to have been similar to those in the present case. Mr Fisher also referred me to Parmalat Capital Finance v Food Holdings Limited [2008] UKPC 23 , an appeal from the Cayman Islands. That emphasised that conflicts of interest should be dealt with as and when they arise, and if they do arise the court can give directions. In my judgment, section 168(3) is the appropriate power to use to adopt this pragmatic course of directing the proposed liquidators to enter into the draft MOU. . The outline of the provisions of the MOU are described in Mr Edwards' witness statement. (a) There is the delineation of responsibilities and powers. Mr Bowers and Mr Edwards will have sole and exclusive conduct of all matters in the liquidation except for the conduct of the Third and Fourth Liquidators' Potential Claims, as defined by the MOU. Ms Davey's nominees will have exclusive conduct of those. (b) There are provisions that each team is not to be liable for expenses incurred by the other team if one side issues proceedings. (c) There are complex provisions about access to documents so that broadly speaking they all have access to the company's general documents but they do not have access to the documents arising from the other team's work on its claims. There is also provision for the protection of privileged documents. (d) There is a dispute resolution procedure put in place to resolve disputes about access to documents, of which I gather some have already arisen, and the parties agree to place any such dispute before a barrister for determination. (e) There is liberty to apply to the court for a variation of the directions. (f) There are provisions about remuneration, particularly that neither side will have recourse to the funding of the other and that the third and fourth liquidators will not have recourse to any property covered by the floating charge. . I agree that this is appropriate for the court to make an order that the liquidators abide by the terms of that MOU. Discharge of the Administrators . I turn now to the matter that was in dispute between the parties and on which I heard submissions yesterday. . Within the winding up order for the eight companies, there needs to be a provision that the appointment of all six administrators ceases to have effect. That is agreed. However, the two existing administrators also want to be released from their administration on liquidation and they want their discharge under paragraph 98 of schedule B1. This also applies to Mr David Crawshaw, a former joint administrator from KPMG. Paragraph 98 of Schedule B1 provides that where a person ceases to be an administrator, he is discharged from liability in respect of any action of his as administrator. Paragraph 98(2) then deals with when the discharge takes effect; this depends on by what means the administrator ceased to act but in paragraph 98(2)(c), the provision says that in any case the court can specify the date on which the discharge takes effect. Paragraph 98(4) provides that discharge applies to liability accrued before the discharge takes effect and does not prevent the exercise of the court's powers under paragraph 75. . The court's powers under paragraph 75 of Schedule B1 relate to examining the conduct of a person who has been an administrator on the application of one of the people listed in paragraph 75(2). The application must allege misconduct falling within the four kinds set out there, including that the administrator has breached a fiduciary or other duty in relation to the company. Such an application can be made against an administrator who has been discharged provided permission of the court is obtained. So, as Ms Smith put it, discharge is not absolute. . The reason for the discharge of administrators was explained by Sales J in Re Hellas Telecommunications (Luxembourg) II SCA (in administration) [2013] 1 BCLC 426 at paragraph 96. He referred to the usual practice of ordering that an administrator be discharged from liability under paragraph 98 of Schedule B1, the reason being that the administrator will no longer retain in his hands the assets of the company out of which he is entitled to meet any liability properly incurred by him. It is unfair, therefore, to leave him on risk generally. Insofar as there is a good arguable case against him of improper conduct or misfeasance that can be proceeded with after discharge under paragraph 75. I accept Ms Smith's submission that paragraphs 98 and 75 of Schedule B1, read together, create a framework under which the administrators will generally be discharged from liability in respect of their actions as administrator once they cease to act, and that after discharge any claim must be made by application under paragraph 75 and requires the permission of the court. I do not agree, therefore, that the current administrators have to be able to point to some particular prejudice that they will suffer if they are not given their discharge for some considerable period. . It is accepted by the current administrators that it is the usual practice for discharge under paragraph 98 to be delayed for some time in order to permit investigations to be conducted by the liquidator into the administrator's handling of the administration. Here the administrators invite me to make a discharge order to come into effect 21 days after they have complied with Rule 2.116 but with a caveat: "Save in relation to claims made in proceedings issued by the company acting by a liquidator or any liquidator of the company within six months of the date of liquidation." . The parties took me to four authorities where the question of postponing discharge under paragraph 98(2)(c) was raised. These were Re Hellas Telecommunications already referred to, Re Sheridan Securities Limited [1988] 4 BCC 200, Re Exchange Travel (Holdings) Ltd & Ors [1992] BCC 954, and Hotel Company 42 The Calls Ltd [2013] EWHC 3925 Chancery, the judgment of HHJ Purle QC sitting as a High Court judge. I find it difficult to derive much assistance from these as they all turn on their particular facts and the view that the court was able to take in those cases on the likelihood of a meritorious claim arising against the administrators. The results ordered by the court may also be affected by how far apart the parties were in the options they placed before the court. But, as Mr Davies conceded, there appears to be no previous case where the court has postponed discharge for longer than three months. Ms Davey and Angelic Interiors ask that discharge be postponed for three years and the Davey nominees Mr Hosking and Mr Jackson suggest it should be postponed indefinitely. The question here is therefore whether there are factors involved in this case which merit me taking what appears to be an unusual step. . Three reasons were put forward by Mr Davies, supported by Mr Bamford on behalf of the Davey nominees. First he says that these are extremely complicated claims that it will take Mr Hosking and Mr Jackson a very long time to investigate, particularly since they will want to prioritise any claims they may have against third parties which they say the administrators wrongly refused to pursue. Such claims, for example those against the bank and against the UK Border Agency, need to be launched before any more limitation periods expire. The documentation in this case is voluminous and, according to the current administrators, was in some state of disorganisation at the time they took office. . On the complexity of these likely claims and what is likely to happen once Mr Hosking and Mr Jackson are appointed, Mr Davies took me to three documents: Mr Hosking's witness statement made on 27 November 2015, some draft indicative Particulars of Claim dated June 2015 provided by Ms Davey's solicitors to the administrators, and Ms Davey's statement of case in her application to remove the administrators. In Mr Hosking's witness statement, he sets out in detail the allegations that are made by Ms Davey against the administrators. He emphasises, of course, that he and Mr Jackson have not formed any views as to whether any of the claims is supported by evidence, and if so whether it should be investigated fully and subsequently pursued. He says that, based on his experience in other cases, there is no prospect that he and Mr Jackson will have concluded an investigation into the conduct of the administrators and be in a position to issue proceedings by the end of a six-month period. . Mr Hosking says that when he is chosen as a liquidator of a company that has been in administration, it is usually because there is a concern by creditors or shareholders about the conduct of administrators, particularly in failing to pursue a claim on behalf of the company against the bank which has appointed them. He says that such an investigation usually takes several years and explains why, including the need to give priority to claims where there may be limitation period problems. Other difficulties that he has encountered in the past include obtaining control over documents and records, obtaining answers to questions put to the administrators, including by invoking the court's powers under sections 235 and 236 of the Insolvency Act, obtaining counsel's opinion on the merits of any claim and so forth. . The draft particulars of claim are in a proposed action by the Angel Group of companies and Ms Davey against the bank, KPMG and other entities. They run to 195 paragraphs and allege broadly that the group's business was the victim of a conspiracy to remove from the bank's balance sheet certain risk-weighted assets such as loans to businesses like the group's. The banks wanted these loans off their balance sheet and it is alleged that to achieve this they conspired artificially to distress the business by, for example, placing it in what was described as a 'business support unit' but which in fact drained millions of pounds away from the cash flow. The claim is put on the basis of damages for breach of contract, for breach of duty in tort, for misrepresentation and deceit. I recognise that although Ms Smith says that the claim will be strongly resisted, it is not suggested that the claims are fanciful or without substance. . Having considered all the material that has been put to me, it is apparent that there is a tendency on both sides of this dispute to expend a great deal of time and incur very substantial fees in pursuing the claims and cross-claims arising. The allegations made by Ms Davey, and which might be made by the companies, include allegations against KPMG of lack of good faith, of joining a conspiracy of the banks to cause the claimants loss or damage and of procuring serious breaches of duty by others. It can be expected that any such claim will be strongly resisted by KPMG. This is not a case worth billions, or even hundreds of millions of pounds. It is worth, as I understand it, perhaps tens of millions of pounds. That is a substantial sum of money; but it is easy to see that with four liquidators, two former administrators and the several sets of solicitors and counsel involved, it will not be long before costs, some of which may ultimately have to be paid for out of the assets of the administration, start to mount up and threaten to make serious inroads into any sums available to creditors. . It is precisely in this kind of case, in my judgment, where it is important that some discipline is exercised over the conduct of the nominated liquidators to make sure that matters are investigated promptly and efficiently; that the liquidators conduct their investigation proportionately in terms of cost in time and money and that claims are not brought or threatened which have no proper foundation. The framework provided by paragraphs 98 and 75 of Schedule B1 is precisely the right framework for exercising that kind of control. I do not consider that the complexity of the claims or the seriousness of the allegations in the circumstances of this case justify such a significant departure from the court's usual practice as the Davey camp suggests. I note also, as regards the need to prioritise claims against third parties, that there has been a standstill agreement negotiated between the bank and the companies and that it has been proposed by the Davey nominees that this be extended to 1 April 2016. If it is envisaged that they will be able to decide by then what stance they will take to claims against the bank, I do not see why they cannot decide on their stance against the administrators by the start of June 2016. Secondly, Mr Davies says there is a question mark over whether some of the claims the liquidators might want to bring come within the scope of a potential application under paragraph 75. He referred particularly to the conspiracy to injure by unlawful means claim. Ms Smith said that she did not accept that such a claim fell outside paragraph 75 of Schedule B1. Whether or not they do may be an issue to be decided in the future. But if it is not included in paragraph 75, then it is not right for this court to side step that exclusion by postponing indefinitely the administrators' discharge. . Thirdly, Mr Davies argues that discharging the administrators, and thereby forcing the Davey nominee liquidators to bring an application under paragraph 75, will increase delay and cost because it can be anticipated the administrators will fight the application and spend a lot of money and force Ms Davey to spend a lot of money funding her nominees. I do not accept that that is good reason to postpone discharge. If the administrators contest the application under paragraph 75 in circumstances where it is improper to do so, then the court can impose the appropriate costs sanction against them at that point. . I will therefore make the order as to discharge in the terms proposed by the current administrators. (11.12 am) BAILII: Copyright Policy | Disclaimers | Privacy Policy | Feedback | Donate to BAILII