Tom Poole KC (instructed by Pinder Reaux and Associates Limited) for the Applicant
ICC Judge Barber
This is an application to strike out, or alternatively restrain the Respondent from advertising, a winding up petition presented on 25 May 2023. On 22 June 2023, I dismissed the application, with written reasons to follow. This judgment sets out my reasons for that decision.
Background
The Applicant was incorporated on 14 August 2017 and carries on the business of identification, intermediary management and introduction of land to other businesses for development purposes. Mr Robert Bull is sole shareholder and sole director of the Applicant. The Applicant previously had another director, Mr Jason Williams, who resigned on 22 November 2022.
The Respondent was incorporated on 9 August 2019. It offers support activities to other businesses. The present director of the Respondent is Ms Kellymarie Moore. The Respondent previously had another director, Mr James Crickmore, who was appointed on 9 August 2019 and resigned on 18 November 2021.
On 4 April 2023, the Applicant entered into a promissory note (‘the Promissory Note’) with the Respondent, by which the Applicant promised to pay the Respondent the sum of £2.37m (‘the Debt’) by 27 April 2023. On the same day, Mr Bull entered into a guarantee with the Respondent (‘the Guarantee’) by which he guaranteed the Applicant’s obligations under the Promissory Note.
The Applicant did not pay the Debt by 27 April 2023. On 28 April 2023, the Respondent served a statutory demand in the sum of £2.37m on the Applicant’s corporate solicitors, Gunnercooke LLP. On the same day, the Respondent made formal demand under the Guarantee.
On 28 April 2023, the Respondent’s solicitors, Harold Benjamin, received an email from a Mr Spyrou of Pinder Reaux, seeking a copy of the Guarantee. By email dated 2 May 2023, Mr Ross of Harold Benjamin sent Mr Spyrou (cc-ing Ms Olivia Taylor-James) copies of (1) the Promissory Note (2) the Guarantee and (3) a certificate of independent legal advice dated 4 April 2023.
Continue reading this Judgment here.
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