Glint Pay Ltd & Ors v Jason Daniel Baker & Anor

An out-of-court appointment of administrators by a security holder may be ineffective if the appointor's sole subjective purpose is improper. The administrator's independent duties under the statutory regime do not retrospectively make that purpose proper. A collateral purpose does not invalidate enforcement where the security holder also genuinely seeks satisfaction of the secured debt.

A contractual power to require information from a chargor is impliedly limited to the security holder's legitimate commercial aims. A party's acquiescence in administrators' remuneration and discharge does not, without more, bar a later challenge to their appointment. The broad, merits-based assessment required for estoppel by conduct and abuse of process must account for whether that party obtained an earlier judicial outcome.

Glint Pay Ltd and its subsidiaries gave security for a loan. After acquiring the loan and debenture, Niven Alpha Pte Ltd accelerated the debt following Glint's refusal to provide financial information. Niven then appointed the respondents as administrators out of court.

Glint refinanced shortly afterwards and the administrations ended. It later claimed that the appointments were invalid, alleging both that there had been no event of default and that Niven's sole purpose was to acquire Glint's business through a pre-pack administration. The administrators obtained strike-out and summary judgment in the High Court: [2025] EWHC 2166 (Ch).

The appeal concerned the construction of the information covenant, improper purpose, and whether the Waterfall Agreement and remuneration process created an estoppel or abuse of process.

1. Appeal allowed. The judge correctly held that Glint's failure to answer the information requests breached paragraph 1.11.1 of Schedule 3 to the debenture and was therefore an event of default under the loan.

   In that provision, “and” was used disjunctively. “Secured Assets” included the charged undertaking as a whole, not merely tangible assets. Information about cash balances, creditors and inter-company arrangements could concern the undertaking's condition or operation.

2. Glint nevertheless had a realistic prospect of proving that the appointments were ineffective because Niven's sole subjective purpose was improper. The alleged purpose was to obtain Glint's assets and business, rather than to obtain repayment or to pursue an administration objective.

   The principles concerning the proper exercise of mortgage security, explained in Downsview Nominees Ltd v First City Corporation Ltd [1993] AC 295 and Cukurova Finance International Limited v Alfa Telecom Turkey Ltd [2013] UKPC 2, were capable of applying to an out-of-court appointment of administrators. A genuine proper purpose is not vitiated by additional collateral purposes. But an appointment made solely for an improper purpose may be void from the outset.

   The statutory duties of an administrator under Insolvency Act 1986, Schedule B1, did not answer that question. They concerned the administrator's functions after appointment, not the appointor's subjective purpose when exercising the power. Paragraph 81 also did not exclude the company's equitable remedy. Re Aartee Bright Bar Ltd [2023] EWHC 606 (Ch) was distinguishable because its appointor genuinely pursued statutory objectives.

3. The power to require information under paragraph 1.11.1 was also impliedly limited to the security holder's legitimate commercial aims, following Property Alliance Group v Royal Bank of Scotland plc [2018] EWCA Civ 355. That alternative case should not have been precluded from proceeding to trial.

4. The estoppel and abuse arguments could not be resolved summarily. Glint had not been a party to the remuneration application and had not procured its outcome. Its acquiescence in orders principally benefiting the administrators did not necessarily make its later position abusive. Whether the parties shared an assumption that the appointments were valid, whether the administrators relied on it, and the remaining elements of estoppel by convention required trial.

• Court of Appeal (Civil Division): Allowed Glint's appeal and restored its claim challenging the validity of the administrators' appointments: [2026] EWCA Civ 1023 .
• High Court, Business and Property Courts: Struck out the claims and, in substance, granted summary judgment for the administrators: [2025] EWHC 2166 (Ch) .