Panter v Rowellian Football Social Club & Ors

An administration order under Schedule B1 to the Insolvency Act 1986 may be made only in respect of a statutory “company”. The expression does not extend to an unincorporated members’ club merely because the club is insolvent, has its centre of main interests in the United Kingdom, and is not incorporated in an EEA state. The court must consider the natural meaning of the statutory definition and the character of the entity. A members’ football and social club with membership, subscriptions, expulsion and management rules is not a company within paragraph 111(1A)(c), nor an association within section 220(1). The court therefore has no jurisdiction to appoint an administrator over it.

Keith Panter, an unsecured creditor, applied for an administration order in respect of the Rowellian Football Social Club. The club was insolvent, its members supported the application, and proposed administrators considered that an administration objective could realistically be achieved.

The club was an unincorporated football and social members’ club. Its rules dealt with membership, subscriptions, management, meetings and expulsion, but contained no insolvency or dissolution provisions. The central issue was whether it was a “company” within paragraph 111(1A) of Schedule B1 to the Insolvency Act 1986, particularly paragraph 111(1A)(c), so that an administration order could be made.

1. The application for an administration order was dismissed. Although the court considered that administration would otherwise have been appropriate, there was no jurisdiction to appoint an administrator over the club.

2. Schedule B1 to the Insolvency Act 1986 applies to “a company”. Paragraph 111(1A)(c), concerning a company incorporated outside the EEA with its centre of main interests in a member State other than Denmark, naturally refers to an entity incorporated outside the EEA. It does not include an entity that has never been incorporated.

3. The club was not within paragraph 111(1A)(a) or (b), and its United Kingdom centre of main interests could not bring it within paragraph 111(1A)(c). The court rejected the submission that the broad approach in Re International Bulk Carriers [1993] Ch 77 should be adopted. That case concerned a different statutory definition and different legislative considerations.

4. Re Dairy Farmers of Britain Ltd [2009] EWHC 1389 provided no basis for a different result. It concerned the meaning of “company” in another part of the Act and recognised that an industrial and provident society was not a company for the relevant statutory purpose.

5. The reasoning in Re Witney Town Football and Social Club [1994] 2 BCLC 487 was materially applicable. The club was an ordinary members’ club and therefore was not an “association” within section 220(1) of the Act. Its rules concerning membership, subscriptions, management and expulsion confirmed that character. The absence of dissolution provisions did not alter it.

6. Since the club was not susceptible to compulsory winding up under section 220(1), it was difficult to attribute to Parliament an intention that it should nevertheless be subject to the administration regime. The application therefore fell to be dismissed.