| Re Bond Worth Ltd | |
|---|---|
 | |
| Court | High Court |
| Decided | 12 February 1979 |
| Citation(s) | [1980] Ch 228 |
| Court membership | |
| Judge(s) sitting | Slade J |
| Keywords | |
Re Bond Worth Ltd [1980] Ch 228 is a UK insolvency law case, concerning retention of title clauses.
| Re Bond Worth Ltd | |
|---|---|
| | |
| Court | High Court |
| Decided | 12 February 1979 |
| Citation(s) | [1980] Ch 228 |
| Court membership | |
| Judge(s) sitting | Slade J |
| Keywords | |
Re Bond Worth Ltd [1980] Ch 228 is a UK insolvency law case, concerning retention of title clauses.
Bond Worth Ltd was a carpet manufacturing company. It bought man-made fibres from Monsanto Ltd and used them to make carpets. The conditions of sale included a "retention of title" clause. Bond Worth Ltd went into receivership when a large sum of money was owing to Monsanto Ltd under various contracts containing the "title" clause. Monsanto Ltd notified the receivers of their claim. The receivers contested whether the retention of title clause was valid.
The joint receivers' issued summons for determination claiming that (1) although the clause referred to "equitable and beneficial ownership" it did not have the effect of creating a bare trust for the benefit of the sellers, but rather it created a floating equitable charge in favour of the sellers; and (2) such a floating charge was created by the buyer company would therefore registerable, and so was void if not registered (as was in fact the case).
The trial lasted a total of 15 days. Notable counsel who appeared included Jeremiah Harman QC and Elizabeth Gloster.
Slade J held the clause, which referred to "equitable and beneficial ownership", did not create a bare trust for Monsanto's benefit, but did create a floating equitable charge. This followed from Coburn v Collins (1887) 35 ChD 373 and Illingworth v Houldsworth [1903] 2 Ch 284 was applied. Aluminium Industrie Vaassen BV v Romalpa Aluminium [1976] 1 WLR 676 was distinguished. Because the floating charge was created by the buyer company and therefore registrable, it was void for non-registration.
A lien is a form of security interest granted over an item of property to secure the payment of a debt or performance of some other obligation. The owner of the property, who grants the lien, is referred to as the lienee and the person who has the benefit of the lien is referred to as the lienor or lien holder.
Liquidation is the process in accounting by which a company is brought to an end in Canada, United Kingdom, United States, Ireland, Australia, New Zealand, Italy, and many other countries. The assets and property of the company are redistributed. Liquidation is also sometimes referred to as winding-up or dissolution, although dissolution technically refers to the last stage of liquidation. The process of liquidation also arises when customs, an authority or agency in a country responsible for collecting and safeguarding customs duties, determines the final computation or ascertainment of the duties or drawback accruing on an entry.
A constructive trust is an equitable remedy imposed by a court to benefit a party that has been wrongfully deprived of its rights due to either a person obtaining or holding a legal property right which they should not possess due to unjust enrichment or interference, or due to a breach of fiduciary duty, which is intercausative with unjust enrichment and/or property interference. It is a type of implied trust.
A floating charge is a security interest over a fund of changing assets of a company or other legal person. Unlike a fixed charge, which is created over ascertained and definite property, a floating charge is created over property of an ambulatory and shifting nature, such as receivables and stock.
In finance, a security interest is a legal right granted by a debtor to a creditor over the debtor's property which enables the creditor to have recourse to the property if the debtor defaults in making payment or otherwise performing the secured obligations. One of the most common examples of a security interest is a mortgage: a person borrows money from the bank to buy a house, and they grant a mortgage over the house so that if they default in repaying the loan, the bank can sell the house and apply the proceeds to the outstanding loan.
A retention of title clause is a provision in a contract for the sale of goods that the title to the goods remains vested in the seller until the buyer fulfils certain obligations.
English trust law concerns the protection of assets, usually when they are held by one party for another's benefit. Trusts were a creation of the English law of property and obligations, and share a subsequent history with countries across the Commonwealth and the United States. Trusts developed when claimants in property disputes were dissatisfied with the common law courts and petitioned the King for a just and equitable result. On the King's behalf, the Lord Chancellor developed a parallel justice system in the Court of Chancery, commonly referred as equity. Historically, trusts have mostly been used where people have left money in a will, or created family settlements, charities, or some types of business venture. After the Judicature Act 1873, England's courts of equity and common law were merged, and equitable principles took precedence. Today, trusts play an important role in financial investment, especially in unit trusts and in pension trusts. Although people are generally free to set the terms of trusts in any way they like, there is growing legislation to protect beneficiaries or regulate the trust relationship, including the Trustee Act 1925, Trustee Investments Act 1961, Recognition of Trusts Act 1987, Financial Services and Markets Act 2000, Trustee Act 2000, Pensions Act 1995, Pensions Act 2004 and Charities Act 2011.
United Kingdom insolvency law regulates companies in the United Kingdom which are unable to repay their debts. While UK bankruptcy law concerns the rules for natural persons, the term insolvency is generally used for companies formed under the Companies Act 2006. "Insolvency" means being unable to pay debts. Since the Cork Report of 1982, the modern policy of UK insolvency law has been to attempt to rescue a company that is in difficulty, to minimise losses and fairly distribute the burdens between the community, employees, creditors and other stakeholders that result from enterprise failure. If a company cannot be saved it is "liquidated", so that the assets are sold off to repay creditors according to their priority. The main sources of law include the Insolvency Act 1986, the Insolvency Rules 1986, the Company Directors Disqualification Act 1986, the Employment Rights Act 1996 Part XII, the Insolvency Regulation (EC) 1346/2000 and case law. Numerous other Acts, statutory instruments and cases relating to labour, banking, property and conflicts of laws also shape the subject.
Twinsectra Ltd v Yardley[2002] UKHL 12 is a leading case in English trusts law. It provides authoritative rulings in the areas of Quistclose trusts and dishonest assistance.
Vandervell v Inland Revenue Commissioners [1967] 2 AC 291 is a leading English trusts law case, concerning resulting trusts. It demonstrates that the mere intention to not have a resulting trust does not make it so.
Agnew v Commissioners of Inland Revenue, more commonly referred to as Re Brumark Investments Ltd[2001] UKPC 28 is a decision of the Privy Council relating to New Zealand and UK insolvency law, concerning the taking of a security interest over a company's assets, the proper characterisation of a floating charge, and the priority of creditors in a company winding-up.
Aluminium Industrie Vaassen BV v Romalpa Aluminium Ltd [1976] 1 WLR 676 is a UK insolvency law case, concerning a quasi-security interest in a company's assets and priority of creditors in a company winding up.
Westdeutsche Landesbank Girozentrale v Islington LBC[1996] UKHL 12, [1996] AC 669 is a leading English trusts law case concerning the circumstances under which a resulting trust arises. It held that such a trust must be intended, or must be able to be presumed to have been intended. In the view of the majority of the House of Lords, presumed intention to reflect what is conscionable underlies all resulting and constructive trusts.
Air Jamaica Ltd v Charlton [1999] UKPC 20 is an English trusts law case, concerning resulting trusts. In it Lord Millett expressed the view that a resulting trust arises because of the absence of intention to benefit a recipient of money.
Hong Kong insolvency law regulates the position of companies which are in financial distress and are unable to pay or provide for all of their debts or other obligations, and matters ancillary to and arising from financial distress. The law in this area is now primarily governed by the Companies Ordinance and the Companies Rules. Prior to 2012 Cap 32 was called the Companies Ordinance, but when the Companies Ordinance came into force in 2014, most of the provisions of Cap 32 were repealed except for the provisions relating to insolvency, which were retained and the statute was renamed to reflect its new principal focus.
Welsh Development Agency v Export Finance Co Ltd [1992] BCLC 148 is a judicial decision of the English Court of Appeal. The decision related to a number of aspects relating to complex financing arrangement, but is most often cited for the decision in relation to recharacterisation.
Re Peachdart Ltd [1984] Ch 131 is a judicial decision relating to retention of title clauses, and the extent to which the vendor of raw material can seek to assert title to good into which those raw materials are subsequently worked. The court held that seeking to assert title to the subsequently worked goods had the effect of creating an equitable charge, which was void for non-registration under the Companies Act.
Borden (UK) Ltd v Scottish Timber Products Ltd [1981] Ch 25 is a judicial decision of the Court of Appeal of England and Wales relating to retention of title clauses, and the extent to which the vendor of raw material can seek to assert title to good into which those raw materials are subsequently worked. The court held that when the relevant raw material was worked into another product it ceased to exist as a separate type of property, and accordingly it was no longer possible for a seller to retain title to it.
The missives of sale, in Scots property law, are a series of formal letters between the two parties, the Buyer and the Seller, containing the contract of sale for the transfer of corporeal heritable property (land) in Scotland. The term 'land' in this article includes buildings and other structures upon land.
A disposition in Scots law is a formal deed transferring ownership of corporeal heritable property. It acts as the conveyancing stage as the second of three stages required in order to voluntarily transfer ownership of land in Scotland. The three stages are: