Ruling court House of Lords | ||
Citation(s) [1998] AC 298, [1997] 2 BCLC 501, [1997] 4 All ER 353 Prior action(s) [1997] 2 WLR 206, [1996] 2 CLY 3498 | ||
Soden v British and Commonwealth Holdings plc [1998] AC 298 is a UK insolvency law case, decided in the House of Lords. It decided that damages for negligent misrepresentation inducing purchase of company shares are not "sums due" to shareholders for the purpose of the Insolvency Act 1986, s 74(2)(f), so that a claim for such damages is not subordinated to claims from other creditors.
Contents
Facts
British and Commonwealth Holdings plc ("BCH") bought all the shares in Atlantic Computers plc ("AC") for £434m in 1988. Both went into administration. BCH brought an action against AC for negligent misrepresentation, which induced BCH to buy shares, and also against its advisors in the acquisition Barclays de Zoete Wedd Ltd. ("BZW") started proceedings against AC for contribution.
AC's administrator appealed against a Court of Appeal ruling, arguing that neither BZW's, nor BCH's claim would be subordinated to the claims of other creditors under s 74(2)(f) IA 1986.
Judgment
The House of Lords (Lord Browne-Wilkinson, Lloyd, Steyn, Hoffmann and Hope) dismissed the appeal. Sums due to a "member of the company (in his character as a member)" within s 74(2)(f) only extended to sums recoverable in actions based on the statutory contract between the members and the company under the Companies Act 1985 s 14(1) and did not include the type of damages sought by BCH. Lord Browne-Wilkinson gave the lead judgment.