The question here is whether the failure to hand over the key to the rear access fire door is a breach of a contractual term to give vacant possession on completion of an assignment of a lease of business premises when the other keys to the premises are handed over. The fact that the situation has arisen on the assignment of a lease rather than on the sale of a freehold property makes no difference to the answer to this Q&A which would be the same in either case. Vacant possession means free from any occupation by the vendor or a third party and free from any claim to a right to possession

In answering this Q&A, we have made the following assumptions: • the debts in question were ordinary business trade debts due to the company • the debts had not been assigned by the company to the director, whether expressly or impliedly • the director’s direction, and payment of the debts to him, occurred prior to the company entering into administration Further, as you appear to have disregarded any claim(s) against the director, we make no reference to any such potential claim(s). The starting point is that the debts were contractually due to the company and therefore formed part of the company’s assets—accordingly the company could (subject to its articles and putting to one side any future challenge

This Q&A considers whether in the course of the disqualification proceedings the lawyer is able to answer questions about that advice without obtaining a waiver. For the purposes of this Q&A, it has been assumed that the privilege belongs to the company, and is therefore controlled by the liquidators. The first question is whether there is any privilege that the company could rely on as against the director. It is assumed that the advice was given to the director either in writing or orally, albeit in their capacity as director. There may be an argument that as between the company and

This Q&A is about set-off involving transactions with the trustee. The answer is no. The company has to prove for its claim in the bankruptcy (section 285(3) of the Insolvency Act 1986 (IA 1986)). It will be entitled to a dividend along with all other creditors in the bankruptcy. If the trustee took the claim into account when agreeing the price for the shares, the company would be being paid in full and so achieve an advantage over the other creditors. Nonetheless, claims between a creditor and the bankrupt can be set off against each other under IA 1986, s 323. This applies ‘where before the commencement of the bankruptcy there have been mutual credits, mutual debts or other mutual dealings between the bankrupt and any creditor of the bankrupt

Section 117 of the Insolvency Act 1986 provides that the High Court has jurisdiction to wind up any company registered in England and Wales where the share capital exceeds £120,000. Practice Direction on Insolvency Proceedings (PDIP), para 3 covers the distribution of business and provides that applications should be listed for an initial hearing before an International Chamber of Commerce (ICC) Judge in the Royal Courts of Justice (ie the Business and Property Courts in the Rolls Building) or a District Judge sitting in a District Registry. PDIP, para 3.3 states that applications for an injunction pursuant to the Court’s inherent

The Land Registration Act 2002 (LRA 2002) made various changes requiring land to be registered on the happening of certain transactions. LRA 2002 also made changes to the operation of the law of adverse possession relating to registered land. LRA 2002 abolished the operation of section 75(1) of the Land Registration Act 1925, which provided that the estate of the registered proprietor was, at the expiration of the 12-year limitation period established by sections 15 and 17 of

If a company has been dissolved, and therefore removed from the Register of Companies, for any action to be brought against the company, the company needs to be restored to the register. The ability to restore a company to the Register of Companies, and the ancillary sections are set out in statute at sections 1029–1034 of the Companies Act 2006 (CA 2006). The application for restoration of a company is made through the courts by way of a claim form and witness statement. The claim form also needs to be served on both the Registrar of Companies and the Treasury Solicitor. For further reading, see Practice Note: Company restoration—restoration by court order. CA 2006, s 1029(2) sets out who can make such an application: ‘…(a)

If one company has loaned money to another, it will be the terms of the contract that provide the legal restrictions on whether the loan may be repaid earlier than the ten years initially envisaged. If the lender company goes into liquidation or administration, this will not of itself change the terms of the contract. The office-holding insolvency practitioner should, however, check the terms of the contract to see if the contract provides for the loan to be repaid sooner or under different terms in the event of the lender company going into liquidation or administration. This may seem unlikely, but it is possible and the officeholder should pursue all options to achieve earlier repayment of the loan. The office-holding insolvency practitioner would appear to have an appointment that has to be held open for at least ten years before

A company cannot choose when or whether it is dormant. Whether or not a company is dormant depends on whether there have been any significant accounting

This Q&A has assumed that: • the club is a member-only unincorporated association • the club is not a charity In summary, it is possible to use a trust for the purposes described in the query. The main issues will be drafting the terms of the trust in order to ensure that the trust complies with the ‘certainty of object’ principle, and reflects the wishes of club members as to a future sale of the underlying property. With

Can the administrator sublet the property to the purchaser? An administrator can do anything necessary or expedient for the management of the affairs, business and property of the company (paragraph 59(1) of Schedule B1 to the Insolvency Act 1986 (IA 1986)) and this includes the powers specified in IA 1986, Sch 1. In relation to the sublet of a property, we note that IA 1986, Sch 1, para 17 provides that an administrator has ‘power to grant or accept a surrender of a lease or tenancy of any of the property of the company, and to take a lease or tenancy of any

The powers of the liquidator are set out in Schedule 4, Part III of the Insolvency Act 1986 (IA 1986). The liquidator’s general power to sell is found in IA 1986, Sch 4, Pt III, para 6, which provides: ‘Power to sell any of the company’s property by public auction or private contract, with power to transfer the whole of it to any person or to sell the same in parcels.’ However, where the property being sold is subject to a charge, the liquidator has no general power under IA 1986 to sell the asset free of the security,