1963 (5) TMI 44 - HC - Companies Law

Summary

Issues Involved:
1. Jurisdiction to validate disposition of property under section 227 of the Companies Act, 1948.
2. Beneficial nature of the transaction for creditors.
3. Timing of the court's intervention in pending winding-up proceedings.

Detailed Analysis:

1. Jurisdiction to Validate Disposition of Property Under Section 227 of the Companies Act, 1948:
The primary issue was whether the court had the jurisdiction to make an order validating the disposition of leasehold premises by the company, A.I. Levy (Holdings) Ltd., before a winding-up order had been made. Section 227 of the Companies Act, 1948, states that any disposition of property made after the commencement of winding up shall be void unless the court orders otherwise. The court examined various precedents, including *International Life Assurance Society, Gibbs and West's case* [1870] L.R 10 Eq. 312, which suggested a broad jurisdiction to preserve the value of the company's assets for the benefit of interested parties. The court also considered *Carden v. The Albert Palace Association* [1887] 56 L.J. Ch. 166, where an order was made under similar circumstances before a winding-up order was issued. However, *Miles Aircraft Ltd. In re* [1948] Ch. 188 presented a conflicting view, indicating that the court lacked jurisdiction before a winding-up order was made. Ultimately, the court in the present case found that it had the jurisdiction to make such an order, differing from Vaisey J.'s restrictive interpretation in *Miles Aircraft*.

2. Beneficial Nature of the Transaction for Creditors:
The court evaluated whether the proposed sale of the leasehold premises was beneficial to the creditors. The company had negotiated a sale of the lease for lb3,000, which would satisfy the landlord's claim for arrears of rent and costs, reduce the total of unsecured creditors, and benefit other unsecured creditors by providing a net balance after satisfying secured creditors and possibly solicitors' costs. The court concluded that the transaction was clearly beneficial to the creditors, as it would prevent the company's assets from becoming valueless in the event of winding up.

3. Timing of the Court's Intervention in Pending Winding-Up Proceedings:
The court considered whether it was appropriate to make an order validating the transaction before a winding-up order had been made. The landlords insisted on a present order validating the payment to them to avoid future complications. The court reviewed past cases, noting that in *Douglas Griggs Engineering Ltd. In re* [1963] Ch. 19, an order was made under section 227 before a winding-up order was issued. The court reasoned that the section's purpose was to protect creditors' interests during the period while the petition was pending, not just after a winding-up order was made. Therefore, the court decided to exercise its jurisdiction immediately, ensuring the transaction's validity and benefiting the unsecured creditors.

Conclusion:
The court held that it had the jurisdiction to validate the disposition of the leasehold premises under section 227 of the Companies Act, 1948, even before a winding-up order was made. The transaction was deemed beneficial to the creditors, and the court ordered that the company be at liberty to sell the leasehold premises and pay the landlords the necessary sums to discharge their claims. The costs of the company and the petitioning creditor were to be paid out of the sale proceeds, with the balance paid into court. The solicitor's claim for a lien for costs was acknowledged, with the court authorizing payment of the solicitor's costs from the fund, without prejudice to any lien.