Phillips v Brewin Dolphin Bell Lawrie Ltd
Encyclopedia
Phillips v Brewin Dolphin Bell Lawrie Ltd [2001] UKHL 2 is a leading UK insolvency law
case, concerning voidable transactions.
So this shows the consideration for a transaction can be provided by various parties. It can be appropriate to consider details of a complex series of linked transactions to assess any ‘undervalue’. The transaction here was.
through a share purchase for £1. The question was whether this constituted a transaction at an undervalue contrary to the Insolvency Act 1986
section 238. Brewin Dolphin contended that part of the agreement was that it would pay AJ Bekhor four yearly instalments of £312,000 for renting computer equipment. The covenant for the rental had been sublet to BD by AJB despite an absolute bar in the head lease.
The trial judge and the Court of Appeal refused to take the computer rental agreement into account, as part of consideration for the share transaction.
UK insolvency law
United Kingdom insolvency law deals with the insolvency of firms and individuals in the United Kingdom. The important statutes are the Insolvency Act 1986, as amended by the Enterprise Act 2002, as well as the Company Director Disqualification Act 1986 and the Companies Act 2006.Insolvency is a...
case, concerning voidable transactions.
So this shows the consideration for a transaction can be provided by various parties. It can be appropriate to consider details of a complex series of linked transactions to assess any ‘undervalue’. The transaction here was.
Facts
Mr Phillips, the liquidator of AJ Bekhor & Co, sought to recover the £725,000 and interest for a business and asset that had been transferred to a subsidiary, which in turn was bought by Brewin DolphinBrewin Dolphin
Brewin Dolphin plc is one of the largest British Investment Management and Investment Banking firms with 40 offices throughout the UK and Channel Islands, having £25 billion under management. The Company is listed on the London Stock Exchange and is a constituent of the FTSE 250 Index...
through a share purchase for £1. The question was whether this constituted a transaction at an undervalue contrary to the Insolvency Act 1986
Insolvency Act 1986
The Insolvency Act 1986 is an Act of the Parliament of the United Kingdom that provides the legal platform for all matters relating to personal and corporate insolvency in the UK.-History:...
section 238. Brewin Dolphin contended that part of the agreement was that it would pay AJ Bekhor four yearly instalments of £312,000 for renting computer equipment. The covenant for the rental had been sublet to BD by AJB despite an absolute bar in the head lease.
The trial judge and the Court of Appeal refused to take the computer rental agreement into account, as part of consideration for the share transaction.
Judgment
The House of Lords held that the transaction was effected at an undervalue, was voidable under section 238. The computer rental agreement was taken as consideration for the deal, but when assessing its value, reality and not speculative values should not be taken into account. The collateral agreement was precarious, and worthless because the headlessors had immediately declared the transaction to be a repudiatory breach, and it therefore had no value to Brewin Dolphin.See also
- UK insolvency lawUK insolvency lawUnited Kingdom insolvency law deals with the insolvency of firms and individuals in the United Kingdom. The important statutes are the Insolvency Act 1986, as amended by the Enterprise Act 2002, as well as the Company Director Disqualification Act 1986 and the Companies Act 2006.Insolvency is a...
- Re Sonatacus Ltd or CI Ltd v Liquidators of Sonatacus Ltd [2007] EWCA Civ 31, court will have regard to events occurring after the agreement is concluded if they impact on the value of the consideration given.
- R v McCredie [1999] EWCA Crim 2155; [2000] 2 BCLC 438