Drax Holdings Ltd., Re

Drax Holdings Ltd., Re

The English court has jurisdiction under section 425 Companies Act 1985 to order meetings of creditors and sanction schemes of arrangement for Drax Holdings and InPower, as they are unregistered companies liable to be wound up under the Insolvency Act 1986. The three conditions for winding up foreign companies are not jurisdictional preconditions for schemes of arrangement, but go to the court's discretion. There is a sufficient connection with England due to the governing law of the relevant instruments, location of assets, and involvement of English creditors.

Parties
Applicant: Drax Holdings Ltd; Applicant: InPower Ltd
Jurisdiction
England and Wales
Judgment Date
17 November 2003
Procedural Posture
Scheme of Arrangement / Application for Order to Convene Creditors' Meetings Under Section 425 Companies Act 1985
Outcome
Orders granted for meetings of scheme creditors to be convened under section 425 Companies Act 1985 for Drax Holdings Ltd and InPower Ltd.
Legal Topics
Schemes of Arrangement, Jurisdiction Over Foreign Companies, Cross Border Insolvency, Recognition of Foreign Judgments
Insolvency Law Company Law Private International Law Schemes of Arrangement Jurisdiction Over Foreign Companies Cross Border Insolvency Recognition of Foreign Judgments

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 16 Party arguments 1 Amounts and remedies 5
Sign in to unlock

Parties

Drax Holdings Ltd

Applicant

InPower Ltd

Applicant

Procedural Posture

Scheme of Arrangement / Application for Order to Convene Creditors' Meetings Under Section 425 Companies Act 1985

Legal Issues

  1. 1 Whether the English court has jurisdiction under section 425 Companies Act 1985 to order meetings of creditors and sanction schemes of arrangement for foreign companies (Cayman Islands and Jersey)
  2. 2 Whether the three conditions for winding up foreign companies apply to schemes of arrangement under section 425
  3. 3 Whether there is a sufficient connection with England to justify the exercise of jurisdiction

Ratio Decidendi

The English court has jurisdiction under section 425 Companies Act 1985 to order meetings of creditors and sanction schemes of arrangement for Drax Holdings and InPower, as they are unregistered companies liable to be wound up under the Insolvency Act 1986. The three conditions for winding up foreign companies are not jurisdictional preconditions for schemes of arrangement, but go to the court's discretion. There is a sufficient connection with England due to the governing law of the relevant instruments, location of assets, and involvement of English creditors.

Court Disposition

Orders granted for meetings of scheme creditors to be convened under section 425 Companies Act 1985 for Drax Holdings Ltd and InPower Ltd.

Orders

  • Drax Holdings Ltd and InPower Ltd to convene meetings of scheme creditors to consider and, if thought fit, approve their respective Schemes of Arrangement.