Panter v Rowellian Football Social Club & Ors

The petitioner sought a court appointment of an administrator over the Rowellian Football Social Club under Schedule B1 to the Insolvency Act 1986. The sole substantive legal issue was whether the Club was "a company" within the meaning of paragraph 111(1A) of Schedule B1 so that the administration regime applied. The court held that the Club is an unincorporated members' club and does not fall within sub-paragraph (c) of paragraph 111(1A); consequently the court had no jurisdiction to make an administration order. The judge relied on the statutory text, the ordinary characteristics of members' clubs and prior authorities (notably Re Witney Town Football and Social Club and Re St James Club) and distinguished authorities said to support a wider reading (for example Re International Bulk Carriers).

Background and parties:

• The petitioning creditor, Mr Panter, was an unsecured creditor for about 6,000. The Rowellian Football Social Club ("the Club") ran a football business (Rothwell Town FC) and social club activities from premises subject to a fixed charge in favour of Barclays. The Club was insolvent (statement of affairs showed a deficiency of about
  50,000) and two offers existed to purchase the assets.
• Both proposed administrators consented to act and considered the objective in paragraph 3(1) of Schedule B1 was realistically achievable; members supported the application and Barclays indicated it would not appoint a fixed charge receiver.

Nature of the application and issues:

• The application was for an administration order under Schedule B1, Insolvency Act 1986.
• The principal legal issue was whether the Club is "a company" within paragraph 111(1A) of Schedule B1 (in particular subparagraph (c) referring to entities not incorporated in an EEA State but with their centre of main interests in a member State), such that the administration regime and the court had jurisdiction to appoint an administrator.
• Subsidiary issues included the proper interpretation of paragraph 111(1A)(c), whether an unincorporated members' club could be treated as a company by virtue of COMI principles, and the relevance of the club's rules (including rule 12) and prior authorities on whether clubs are "associations" for insolvency purposes.

Court's reasoning:

• The judge started from the statutory text of Schedule B1 and paragraph 111(1A) which defines "company" for the purposes of that Schedule. Because all the Schedule's provisions refer to "a company" the natural reading was that paragraph 111(1A)(c) is aimed at companies incorporated abroad rather than at entities that are not incorporated at all.
• The court considered and distinguished authorities relied on by the petitioner. Re International Bulk Carriers was a different statutory context and did not establish that unincorporated bodies are within Schedule B1. Re Dairy Farmers of Britain Ltd (concerning an industrial and provident society) was of limited assistance because it related to a different part of the Act. Re Witney Town Football and Social Club and the older authority Re St James Club showed that a members' club of this type is not an "association" for purposes of the winding up jurisdiction and supported the conclusion that Parliament had not intended the administration regime to extend to ordinary members' clubs.
• Given the Club's unincorporated status, its membership rules and ordinary club attributes, and the absence of statutory indicia to bring such bodies within paragraph 111(1A)(c), the court concluded there was no jurisdiction to appoint an administrator.

Relief sought: appointment of an administrator under Schedule B1 of the Insolvency Act 1986.

Disposition: the application for an administration order was dismissed for want of jurisdiction.

This first-instance application for an administration order was dismissed. The court held there was no jurisdiction to appoint an administrator because the Rowellian Football Social Club is an unincorporated members' club and not "a company" within paragraph 111(1A) of Schedule B1 to the Insolvency Act 1986; consequently the administration regime did not apply.