Disputed debts and winding-up petitions—Astra Resources v Credit Veritas USA

Disputed debts and winding-up petitions—Astra Resources v Credit Veritas USA

In Astra Resources v Credit Veritas USA (CV), the Chancery Division had to deal with an application for an injunction to restrain the presentation of a winding-up petition, where it was alleged that the debt demanded was disputed on substantial grounds, and that the respondent was seeking a winding-up order for an improper—or collateral—purpose.

Original news

Astra Resources v Credit Veritas USA [2015] EWHC 1830 (Ch), [2015] All ER (D) 252 (Jun)

The applicant debtor (Astra) applied for an injunction restraining the respondent creditor (CV) from presenting a winding-up petition in circumstances where CV had served a statutory demand on Astra in the sum of $1,535,000. The grounds of the application were:

  • that the debt was disputed on substantial grounds, and
  • that CV had a collateral purpose in seeking a winding-up order which should disqualify it from doing so—being a reorganisation of Astra following the making of a winding-up order

The Chancery Division (Mr Justice David Richards) dismissed the application. Although part of the debt demanded was disputed on substantial grounds, $600,000 was not. Further, the reorganisation of Astra following the making of a winding-up order could not be said to be for an improper or collateral purpose where such reorganisation would be reliant on the support of the liquidator and also of the court or Astra’s creditors.

What were the facts of the case?

Astra was a holding company with indirect interests in commodities and green technologies and it engaged CV as of 1 August 2013 by a consulting agreement to provide various services including the identification of potential projects, project and portfolio management, and strategic advice and marketing. It was accepted by Astra that CV had brought projects to it, although none led to a transaction.

Under the terms of the consulting agreement:

  • shares in Astra were transferred to CV as a signing fee
  • CV was entitled to be paid

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About the author:

Stephen qualified as a solicitor in 2005 and joined the Restructuring and Insolvency team at Lexis®PSL in September 2014 from Shoosmiths LLP, where he was a senior associate in the restructuring and insolvency team.

Primarily focused on contentious and advisory corporate and personal insolvency work, Stephen’s experience includes acting for office-holders on a wide range of issues, including appointments, investigations and the recovery and realisation of assets (including antecedent transaction claims), and for creditors in respect of the impact on them of the insolvency of debtors and counterparties.