Randhawa & Anor v Turpin & Anor  EWCA Civ 1201
In a fascinating (and very readable) judgment, the Court of Appeal has held the appointment of joint administrators made under paragraph 22 of Schedule B1 to the Insolvency Act 1986 ("IA 1986") to be invalid because, among other things, the appointment was made following an inquorate board meeting. Readers are encouraged to read the judgment, as the following is merely an overview of the facts and conclusions.
BW Estates Limited (the "Company") was incorporated in 1986. Mr Robert Williams (“Robert”) subscribed for 75 shares and his wife, Mrs Pauline Williams (“Pauline”), subscribed for 25 shares. In 1988 or 1989 Pauline’s 25% shareholding in the Company was transferred to Belvadere Investment Company Limited, a company incorporated in the Isle of Man (“Belvadere”). In October 1996, Belvadere was dissolved, so that any of its assets passed to the Crown as bona vacantia under Manx law. Belvadere was, however, never removed from the register of members of the Company. In August 2009, David Williams ("David"), Robert and Pauline's son, was appointed as a director of the Company, and Robert and Pauline resigned as directors of the Company (Robert had given an undertaking to the court in directors’ disqualification proceedings that he would not act as a director of any company). David therefore became the sole de jure director of the Company. It was alleged, however, that David was, in relation to the Company’s affairs, accustomed to act on the instructions of Robert, despite his disqualification. On 11 September 2013, David purported to appoint Andrew Turpin and Matthew Hardy of (as then was) Poppleton & Appleby (the "Joint Administrators") as joint administrators of the Company under paragraph 22 of Schedule B1 to IA 1986.