Zodiac Pool Solutions SAS, Re
2014
CHANCERY DIVISION
United Kingdom
CORAM
- MR. JUSTICE MORGAN
Areas of Law
- Corporate Law
- Insolvency Law
2014
CHANCERY DIVISION
United Kingdom
CORAM
AI Generated Summary
The case involves six proposed schemes of arrangement for the Zodiac Group under Part 26 of the Companies Act 2006. The key issues were the English court's jurisdiction over foreign-incorporated companies and the correct composition of creditor classes for scheme meetings. The court concluded it had jurisdiction because the debtor-creditor relationships were governed by English law and recognized the Senior Scheme Creditors as a single class for the purpose of scheme meetings.
Judgment Approved
Mr. Justice Morgan :
These proceedings concern six proposed schemes of arrangement to be made under Part 26 of the Companies Act 2006. The proposed schemes relate to six separate companies in what can be described as the Zodiac Group. They are creditors’ schemes.
The application which is before me, which has been opposed, is for an order directing the convening of meetings of the classes of creditors who will be entitled to vote for or against the proposed schemes. The two matters with which I am concerned on this application are, first, as to the jurisdiction of the court under Part 26 of the Companies Act and, secondly, and more importantly, the correct identification of the classes of creditors for the purpose of the scheme meetings.
The Applicants are represented before me by Mr. Moss QC and Mr. Goodison. The Applicants have been supported by one creditor, the Governor and Company of the Bank of Ireland, represented by Mr. Goldring QC. Other creditors, who can be identified by the name of the Avenue, have opposed some of the relief which is sought today. They are represented by Mr. Millett QC and Mr. Woolnough.
The first matter which I will deal with quite briefly is the question of jurisdiction. This arises because the companies in question are not incorporated in the United Kingdom. They are incorporated elsewhere, some in the United States of America (in the state of Delaware) and others in France and Finland. What brings the matter to this court is that the relationships of debtor and creditor in this case are all governed by English law and are subject to an English jurisdiction clause.
In accordance with a number of cases at first instance in recent years, which are referred to in detail in the skeleton argument prepared for the Applicants, the English court has jurisdiction in relation to these proposed schemes if, first, the companies are liable to be wound up under the Insolvency Act 1986 and, secondly, there is a sufficient connection with this jurisdiction. The first of these requirements is certainly satisfied. As to the second requirement, that of a sufficient connection, it has consistently been held that the fact that the relationships of debtor and creditor are governed by English law and are the subject of an English jurisdiction clause satisfies this requirement. Further, no different conclusion is required by the Insolvency Regulation, which does not apply, or the Judgments Regulation, which might apply.
On a