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28 Cards in this Set
- Front
- Back
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Events of crystallisation - the making of a winding-up order case |
Wallace v Universal Automatic Machines |
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Events of crystallisation - the appointment of an administrative receiver case |
Evans |
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Events of crystallisation - the taking of the possession by the debenture holder case |
Evans |
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Validity of the automatic crystallisation case |
Re Brightlife Ltd |
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Re Brightlife Ltd |
Validity of crystallisation accepted |
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Two types or automatic crystallisation clauses |
1) Upon the occurrence of specified events without positive intervention from the holder of the charge 2) Where the holder of the charge serves notice |
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Floating charge attachment events in Scotland (3) |
1) In liquidation - 463 CA 1985 2) In Receivership - Insolvency Act 1986 ss. 53-54 3) In Administration - Insolvency Act 86 |
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Tay Valley |
Trust property is not a subject to a receiver |
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Moor v Anglo-Italian Bank |
A subsequent fixed charge creditor takes free of an earlier floating charge even when they are aware of its existence. |
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Charges ranking in Scotland |
S. 464 CA 1985 |
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If the chargee has become entitled under the terms of the charge, to intervene in the management of the company's assets and exercises that power, so divesting the directors of their own management powers in relation to the charged assets, the charge will crystallize. |
Manila Railway |
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Manila Railway |
If the chargee has become entitled under the terms of the charge, to intervene in the management of the company's assets and exercises that power, so divesting the directors of their own management powers in relation to the charged assets, the charge will crystallize. |
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Re Yorkshire Woolcombers |
Lord Romer's 3 characteristics of a floating charge: 1) A charge on a class of assets of a company present or future 2) If that class is one which in the ordinary course of business of the company would be changing from time to time, and 3) If you find that by the charge it is contemplated that until some future step is taken by or on behalf of those interested in the charge, the company may carry on the business in the ordinary way |
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Utterly repugnant |
Carse v Coppen 1951 |
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Sharp v Thompson |
In Scotland a floating charge (which is a real right in property) can be created without registration. Unsatisfactory, but a consequence of the introduction by Parliament of a concept which is alien to Scots law |
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In Scotland a floating charge (which is a real right in property) can be created without registration.Unsatisfactory, but a consequence of the introduction by Parliament of a concept which is alien to Scots law |
Sharp v Thompson |
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Agnew |
Lord Millett - 3rd criterium from Re Yorkshire Woolcombers is sufficient for a charge to be floating. |
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Lord Millett - 3rd criterium from Re Yorkshire Woolcombers is sufficient for a charge to be floating. |
Agnew |
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Spectrum |
1) Name of a charge doesn't matter - court will look at tenor of the underlying document 2) Siebe Gorman overruled - a charge over book debts proceeds of the book debts paid into an account with no restriction on the use that could be made of the balance is floating. |
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1) Name of a charge doesn't matter - court will look at tenor of the underlying document2) Siebe Gorman overruled - a charge over book debts proceeds of the book debts paid into an account with no restriction on the use that could be made of the balance is floating. |
Spectrum Plus |
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Regulates the registration of all charges |
Part 25 of CA 2006 |
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Who may create a floating charge (in England) (4) |
1) Companies 2) Building Societies 3) LLPs 4) Cooperative and Community Services Societies |
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Who may create a floating charge in Scotland |
Exhaustive list in s. 462 of CA 1985 |
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Negative pledge - definition |
A clause enhancing the security offered by the floating charge enhancing the security offered by a still floating charge against subsequent security interest that would otherwise have priority over it. |
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A clause enhancing the security offered by the floating charge enhancing the security offered by a still floating charge against subsequent security interest that would otherwise have priority over it. |
Negative pledge |
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Negative pledge - construction (+case) |
Strict - Brunton v Electrical Engineering |
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Brunton v Electrical Engineering |
Strict construction of a negative pledge |
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Events of crystallisation (5) |
1) Making of a winding-up order 2) Appointment of an administrative receiver 3) The company ceases to carry on business 4) The taking of the possession by the debenture-holder 5) The happening of an event expressly provided for in the debenture agreement often referred to as automatic crystallisation |
