Thomas & Anor v Frogmore Real Estate Partners GP1 Ltd & Ors

Thomas & Anor v Frogmore Real Estate Partners GP1 Ltd & Ors

The COMI of the companies was in England and Wales, as the day-to-day management, administration, and dealings with third parties and creditors were conducted from England, and these facts were objective and ascertainable by third parties. The presumption of COMI at the registered office in Jersey was rebutted. There was no improper motive on the part of Nationwide in appointing the administrators, and even if there had been, the statutory purposes of administration could still be achieved. The administrators' appointment was valid and the cross-applications to terminate the administration were refused.

Parties
Applicant/administrator: Simon Robert Thomas; Applicant/administrator: Arron Kendall; Respondent/cross Applicant/shareholder: Frogmore Real Estate Partners GP1 Limited; Respondent/cross Applicant/director: Linda Nichol; Respondent/cross Applicant/director: Charles Spary; Respondent/cross Applicant/director: Stuart Jenkin; Respondent: Nationwide Building Society
Jurisdiction
England and Wales
Judgment Date
17 January 2017
Procedural Posture
Insolvency/administration Application / Judgment on Validity of Administrators' Appointment and Cross Application to Terminate Administration
Outcome
Administrators' appointment declared valid; cross-applications to terminate administration refused.
Legal Topics
Centre of Main Interests (comi), Appointment of Administrators, Improper Motive in Administration, Jurisdiction Under Insolvency Act
Insolvency Law Company Law Centre of Main Interests (comi) Appointment of Administrators Improper Motive in Administration Jurisdiction Under Insolvency Act

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Parties

Simon Robert Thomas

Applicant/administrator

Arron Kendall

Applicant/administrator

Frogmore Real Estate Partners GP1 Limited

Respondent/cross Applicant/shareholder

Linda Nichol

Respondent/cross Applicant/director

Charles Spary

Respondent/cross Applicant/director

Stuart Jenkin

Respondent/cross Applicant/director

Nationwide Building Society

Respondent

Procedural Posture

Insolvency/administration Application / Judgment on Validity of Administrators' Appointment and Cross Application to Terminate Administration

Legal Issues

  1. 1 Whether the centre of main interests (COMI) of the companies is England and Wales for the purposes of Schedule B1 of the Insolvency Act 1986
  2. 2 Whether the appointment of the administrators was valid
  3. 3 Whether the court should exercise its discretion under paragraph 81 of Schedule B1 to terminate the administrators' appointment for improper motive

Ratio Decidendi

The COMI of the companies was in England and Wales, as the day-to-day management, administration, and dealings with third parties and creditors were conducted from England, and these facts were objective and ascertainable by third parties. The presumption of COMI at the registered office in Jersey was rebutted. There was no improper motive on the part of Nationwide in appointing the administrators, and even if there had been, the statutory purposes of administration could still be achieved. The administrators' appointment was valid and the cross-applications to terminate the administration were refused.

Court Disposition

Administrators' appointment declared valid; cross-applications to terminate administration refused.

Orders

  • Declaration that the centre of main interests (COMI) of the companies is England and Wales
  • Declaration that the appointment of the administrators is valid