Whitbread (hotels) Ltd v. Whitbread (gc) Ltd [2002] ScotCS 4 (4th January, 2002)

Whitbread (hotels) Ltd v. Whitbread (gc) Ltd [2002] ScotCS 4 (4th January, 2002)

Sufficient grounds were demonstrated to justify restoration of Walkmore (95) Limited to the register, as the petitioners were at least prospective creditors not notified of the dissolution. However, it would not be just to direct that the entire period of dissolution be excluded from limitation or prescription periods, as this would unfairly benefit the petitioners and prejudice the company and its insurers. Only the period after the commencement of the English proceedings may be excluded, subject to further clarification.

Citation
[2002] ScotCS 4
Parties
First Petitioner: Whitbread (Hotels) Limited; Second Petitioner: Whitbread (GC) Limited; Respondent (company to Be Restored): Walkmore (95) Limited
Jurisdiction
Scotland
Procedural Posture
Petition for Restoration of Company to Register / Outer House, Court of Session – Opinion
Outcome
Petition granted in part
Legal Topics
Restoration of Dissolved Company, Limitation Periods, Notice to Creditors, Prescription of Obligations
Company Law Civil Procedure Restoration of Dissolved Company Limitation Periods Notice to Creditors Prescription of Obligations

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 10 Party arguments 2
Sign in to unlock

Parties

Whitbread (Hotels) Limited

First Petitioner

Whitbread (GC) Limited

Second Petitioner

Walkmore (95) Limited

Respondent (company to Be Restored)

Procedural Posture

Petition for Restoration of Company to Register / Outer House, Court of Session – Opinion

Legal Issues

  1. 1 Whether Walkmore (95) Limited should be restored to the Register of Companies under Section 653 of the Companies Act 1985
  2. 2 Whether the period between dissolution and restoration should be excluded from limitation/prescription periods

Ratio Decidendi

Sufficient grounds were demonstrated to justify restoration of Walkmore (95) Limited to the register, as the petitioners were at least prospective creditors not notified of the dissolution. However, it would not be just to direct that the entire period of dissolution be excluded from limitation or prescription periods, as this would unfairly benefit the petitioners and prejudice the company and its insurers. Only the period after the commencement of the English proceedings may be excluded, subject to further clarification.

Court Disposition

Petition granted in part

Orders

  • Order for restoration of Walkmore (95) Limited to the Register of Companies granted.
  • No direction excluding the entire period of dissolution from limitation/prescription periods; further hearing ordered to determine the relevant period after commencement of English proceedings.