In the matter of: Active Wear Limited

In the matter of: Active Wear Limited

Under the unamended Model Articles, a sole director is empowered by Article 7(2) to make decisions, including the appointment of administrators, without regard to provisions requiring a quorum or multiple directors. The formal defect in the statutory declaration did not cause substantial injustice and does not invalidate the appointment.

Parties
Respondent: Active Wear Limited; Applicant: Marion Rabate; Applicant: Hugh Francis Jesseman; Applicant: Claire Howell
Jurisdiction
England and Wales
Judgment Date
26 July 2022
Procedural Posture
Company/insolvency / Judgment on Application to Validate Appointment of Administrators
Outcome
Application granted
Legal Topics
Appointment of Administrators, Model Articles of Association, Sole Director Decision Making, Statutory Declarations in Insolvency
Company Law Insolvency Law Appointment of Administrators Model Articles of Association Sole Director Decision Making Statutory Declarations in Insolvency

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 6 Party arguments 2
Sign in to unlock

Parties

Active Wear Limited

Respondent

Marion Rabate

Applicant

Hugh Francis Jesseman

Applicant

Claire Howell

Applicant

Procedural Posture

Company/insolvency / Judgment on Application to Validate Appointment of Administrators

Legal Issues

  1. 1 Whether a sole director under unamended Model Articles can validly appoint administrators
  2. 2 Whether a formal defect in a statutory declaration invalidates the appointment of administrators

Ratio Decidendi

Under the unamended Model Articles, a sole director is empowered by Article 7(2) to make decisions, including the appointment of administrators, without regard to provisions requiring a quorum or multiple directors. The formal defect in the statutory declaration did not cause substantial injustice and does not invalidate the appointment.

Court Disposition

Application granted

Orders

  • Declaration that the appointment of Mr Jesseman and Ms Howell as administrators is valid
  • Declaration that acts done by the administrators subsequent to their appointment are valid