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Glint Pay Ltd & Ors v Jason Daniel Baker & Geoffrey Paul Rowley [2025] EWHC 2166 (Ch)
Chloe Ball, Associate, and Ollie Phillips, Trainee Associate, Freshfields LLP, London, UKSynopsis
Glint Pay Ltd, Glint Pay Services Ltd, and Glint Pay UK Ltd (together, the 'Claimants' or 'Glint') challenged the validity of the appointment of Jason Baker and Geoffrey Rowley as administrators (the 'Administrators') of their companies. The Administrators were appointed out-of-court by a secured creditor following Glint's default and as a platform for a takeover by that secured creditor of Glint. Glint's existing shareholders proceeded to refinance the debt and, in doing so, secured the companies' exit from administration. The Claimants were not insolvent at the relevant time; the default that gave rise to the charge becoming enforceable was based on non-financial covenants under an existing security package, namely the failure to provide information. The High Court struck out the Claimants' challenge, confirming the validity of the appointment of administrators and providing a helpful reminder on the construction of commercial contracts and the scope of the 'proper purpose' rule when enforcing security.
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