Kebbell & Anor v Hat & Mitre PLC & Ors (As Joint Administrators of Hat & Mitre PLC)

Kebbell & Anor v Hat & Mitre PLC & Ors (As Joint Administrators of Hat & Mitre PLC)

The court held that even if the directors acted for an improper purpose, the appointment of administrators is not a nullity but voidable only by court order under the Insolvency Act 1986 Schedule B1. The applicants failed to establish that the directors' purpose was improper or that the administrators acted unfairly. The administrators properly considered all stakeholders, and the applicants' delay and engagement with the administration weighed against granting relief.

Parties
Applicant: Mr Martyn Kebbell; Applicant: Mr Richard Kitchen; Respondent: Hat & Mitre PLC; Respondent: Richard Toone; Respondent: Jason Maloney
Jurisdiction
England and Wales
Judgment Date
08 October 2020
Procedural Posture
Insolvency Application / Judgment After Contested Hearing
Outcome
Application dismissed
Legal Topics
Improper Purpose in Director Appointments, Administrator Appointment Validity, Unfair Harm Under Administration, Directors' Duties Under Companies Act, Relief Under Schedule B1 Insolvency Act
Insolvency Company Law Improper Purpose in Director Appointments Administrator Appointment Validity Unfair Harm Under Administration Directors' Duties Under Companies Act Relief Under Schedule B1 Insolvency Act

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 5 Authorities cited 16 Party arguments 2 Amounts and remedies 10
Sign in to unlock

Parties

Mr Martyn Kebbell

Applicant

Mr Richard Kitchen

Applicant

Hat & Mitre PLC

Respondent

Richard Toone

Respondent

Jason Maloney

Respondent

Procedural Posture

Insolvency Application / Judgment After Contested Hearing

Legal Issues

  1. 1 Whether the appointment of administrators was invalid due to improper purpose under s.171(b) Companies Act 2006
  2. 2 Whether the administrators' conduct caused unfair harm to the applicants as members under paragraph 74 of Schedule B1 Insolvency Act 1986
  3. 3 Whether the administrators should have accepted the Kebbell/Kitchen proposal to end administration

Ratio Decidendi

The court held that even if the directors acted for an improper purpose, the appointment of administrators is not a nullity but voidable only by court order under the Insolvency Act 1986 Schedule B1. The applicants failed to establish that the directors' purpose was improper or that the administrators acted unfairly. The administrators properly considered all stakeholders, and the applicants' delay and engagement with the administration weighed against granting relief.

Court Disposition

Application dismissed