Randhawa & Anor v Turpin & Anor [2017] EWCA Civ 1201 (01 August 2017)

Randhawa & Anor v Turpin & Anor [2017] EWCA Civ 1201 (01 August 2017)

The appointment of administrators by the sole director was invalid because the articles required a quorum of two directors, and the company was not a single member company as the dissolved corporate shareholder remained on the register. The Duomatic principle could not apply as not all members entitled to vote could...

Source-derived case information.

Citation
[2017] EWCA Civ 1201
Parties
Applicant/appellant: Gursharan Randhawa; Applicant/appellant: Sukhinder Randhawa; Respondent: Andrew Turpin; Respondent: Matthew Hardy
Jurisdiction
England and Wales
Judgment Date
01 August 2017
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Appeal From High Court (chancery Division)
Outcome
Appeal allowed; appointment of administrators declared invalid.
Legal Topics
Appointment of Administrators, Directors' Powers, Articles of Association, Duomatic Principle, Quorum Requirements, Abuse of Process
Insolvency Law Company Law Appointment of Administrators Directors' Powers Articles of Association Duomatic Principle Quorum Requirements Abuse of Process

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Parties

Gursharan Randhawa

Applicant/appellant

Sukhinder Randhawa

Applicant/appellant

Andrew Turpin

Respondent

Matthew Hardy

Respondent

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeal From High Court (chancery Division)

Legal Issues

  1. 1 Whether a sole director can validly appoint administrators when articles require two directors for a quorum
  2. 2 Whether the Duomatic principle applies where one shareholder is a dissolved company
  3. 3 Whether acquiescence or abuse of process prevents challenge to the appointment of administrators

Ratio Decidendi

The appointment of administrators by the sole director was invalid because the articles required a quorum of two directors, and the company was not a single member company as the dissolved corporate shareholder remained on the register. The Duomatic principle could not apply as not all members entitled to vote could consent, and there was no effective informal variation of the articles. Acquiescence and abuse of process did not cure the defect or bar the challenge.

Court Disposition

Appeal allowed; appointment of administrators declared invalid.

Orders

  • Declaration that the appointment of the Joint Administrators was invalid.
  • Remuneration and costs issues remitted for further consideration.