Bloomsbury International Ltd & Ors v Holyoake & Ors

Bloomsbury International Ltd & Ors v Holyoake & Ors

The cross-undertaking in damages given by the companies in administration is insufficient and should be fortified by a bank guarantee of £4 million, given the real risk of significant loss to the defendants and the existence of substantial creditors who could provide an indemnity. The application for appointment of additional administrators is dismissed because any fiduciary duty owed by Deloitte to Mr Holyoake has ended with the termination of the retainer, and there is no real risk of misuse of confidential information due to effective information barriers.

Parties
Claimant: Bloomsbury International Limited (in administration); Claimant: British Seafood Limited (in administration); Claimant: Seafood Intermediate Company 1 Limited (in administration); Claimant: British Seafood Holdings (in administration); Defendant: Mark Alan Holyoake; Defendant: David Clive Wells; Defendant: East Sea Commodities Limited; Defendant: Eastern Seafood Limited; Defendant: Emperor Seafood Limited; Defendant: Hawk Trading Limited; Defendant: Man Tat Foods Limited; Defendant: South China Vessel Trading Limited; Defendant: Tidal Trade Limited; Defendant: Aspac Holdings Limited; Defendant: Puma Trading Limited; Defendant: Puma Capital Limited; Defendant: Laurence Mark Holyoake; Defendant: Ocean Pacific International Limited; Defendant: Puma Property Limited; Defendant: Wellgold LLP; Defendant: Hazelend LLP; Defendant: Jaybright LLP; Applicant/respondent (administrator): Matthew David Smith; Applicant/respondent (administrator): Nicholas Guy Edwards; Applicant/respondent (administrator): Louise Mary Brittain
Jurisdiction
England and Wales
Judgment Date
21 May 2010
Procedural Posture
Civil (insolvency, Administration, Fraud) / Interlocutory Applications (fortification of Cross Undertaking and Appointment of Additional Administrators)
Outcome
Cross-undertaking to be fortified by bank guarantee of £4 million; application for additional administrators dismissed.
Legal Topics
Freezing Orders, Cross Undertaking in Damages, Conflict of Interest, Appointment of Administrators, Confidential Information
Insolvency Company Law Civil Procedure Freezing Orders Cross Undertaking in Damages Conflict of Interest Appointment of Administrators Confidential Information

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Parties

Bloomsbury International Limited (in administration)

Claimant

British Seafood Limited (in administration)

Claimant

Seafood Intermediate Company 1 Limited (in administration)

Claimant

British Seafood Holdings (in administration)

Claimant

Mark Alan Holyoake

Defendant

David Clive Wells

Defendant

East Sea Commodities Limited

Defendant

Eastern Seafood Limited

Defendant

Emperor Seafood Limited

Defendant

Hawk Trading Limited

Defendant

Man Tat Foods Limited

Defendant

South China Vessel Trading Limited

Defendant

Tidal Trade Limited

Defendant

Aspac Holdings Limited

Defendant

Puma Trading Limited

Defendant

Puma Capital Limited

Defendant

Laurence Mark Holyoake

Defendant

Ocean Pacific International Limited

Defendant

Puma Property Limited

Defendant

Wellgold LLP

Defendant

Hazelend LLP

Defendant

Jaybright LLP

Defendant

Matthew David Smith

Applicant/respondent (administrator)

Nicholas Guy Edwards

Applicant/respondent (administrator)

Louise Mary Brittain

Applicant/respondent (administrator)

Procedural Posture

Civil (insolvency, Administration, Fraud) / Interlocutory Applications (fortification of Cross Undertaking and Appointment of Additional Administrators)

Legal Issues

  1. 1 Whether the cross-undertaking in damages given by companies in administration should be fortified and if so, in what amount
  2. 2 Whether additional administrators should be appointed due to alleged conflict of interest and possession of confidential information by current administrators

Ratio Decidendi

The cross-undertaking in damages given by the companies in administration is insufficient and should be fortified by a bank guarantee of £4 million, given the real risk of significant loss to the defendants and the existence of substantial creditors who could provide an indemnity. The application for appointment of additional administrators is dismissed because any fiduciary duty owed by Deloitte to Mr Holyoake has ended with the termination of the retainer, and there is no real risk of misuse of confidential information due to effective information barriers.

Court Disposition

Cross-undertaking to be fortified by bank guarantee of £4 million; application for additional administrators dismissed.

Orders

  • Claimants to fortify cross-undertakings in freezing orders by provision of a bank guarantee in the sum of £4 million.
  • Conflict Application (for appointment of additional administrators) dismissed.