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Buachaill
Buachaill, Barrister
Category: Law
Satisfied Customers: 10772
Experience:  Barrister 17 years experience
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I ran my restaurant company years and I decided to

Customer Question

I ran my restaurant company for some years and I decided to liquidate my restaurant business and after wards I done a deal with the liquidators and bought back one of my restaurants, and I open up under a different name with a new company.
In short my landlords allowed me to take on a new lease and continue my business under a different name.
A mistake was made and I did not register the title.
My question is, I have tried to now assign my new lease and my buyer has discovered that no title had been registed with the registry office, so I am unable to sell as the title still belongs to the previous owner, which I suppose would be the receivers. "bearing in mind I have a new lease,"
I am not sure what to do, I think if I go to the receiver and ask then to sign off, would they be intitle to the premium which I would get if I sell to my new purchaser
Is there anyway around this to avoid paying money to the receivers
Submitted: 2 years ago.
Category: Law
Customer: replied 2 years ago.
Just wondering if anyone has saw my question
Expert:  Nicola-mod replied 2 years ago.
Hello,
I've been working hard to find a Professional to assist you with your question, but sometimes finding the right Professional can take a little longer than expected.
I wonder whether you're ok with continuing to wait for an answer. If you are, please let me know and I will continue my search. If not, feel free to let me know and I will cancel this question for you.
Thank you!
Nicola
Customer: replied 2 years ago.
I am happy to wait a bit longer
Expert:  Nicola-mod replied 2 years ago.
Hello,
We will continue to look for a Professional to assist you.
Thank you for your patience,
Nicola
Expert:  Buachaill replied 2 years ago.
1. What has happened here is that a vesting order was not made from the liquidators or receivers of the new lease into your name. If you were buying the lease after the liquidators were finished, there was an additional process known as a vesting order whereby the leasehold interest in the property has to be transferred from the liquidators to you. Normally, this would be applied for at the end of the liquidation and would vest all of the remaining property into whoever was taking it on.
Expert:  Buachaill replied 2 years ago.
2. Here, the good news is that there is a legal principle known as "estoppel by convention" whereby if all parties act on the basis that a state of events is true, none of them can then resile from treating that position as being the case. So here, the liquidators are prevented by the principle of estoppel by convention from resiling from the shared assumption that the legal position was that the lease had been transferred to you. So the situation is that the liquidators in whom the property vested when the previous company was declared insolvent are estopped, or prevented, from extracting a premium or any charge from you for now vesting the leasehold interest in you. So you may safely approach the liquidators (or receivers, if this is correct) and get them to now vest the leasehold interest in your without fear you will have money extorted from you.
Expert:  Buachaill replied 2 years ago.
3. Once you have the leasehold vested in you, then you can sell it to your purchaser. The relevant section for vesting leasehold property is section 182 of the Insolvency Act, 1986. The leasehold property is transferred on the same terms to the new leasehold owner as the terms upon which the company held it.
Expert:  Buachaill replied 2 years ago.
4. If the lease had been disclaimed by the liquidator, because its terms were too onerous to continue it, then section 320 of the Insolvency Act, 1986 applies and the court makes an order vesting the property from the insolvent company in the new agreed owner. Accordingly, you should get a solicitor and check the Insolvency records filed by the liquidators and see what happened to this leasehold interest. Then bring the relevant application vesting the leasehold interest in you so that you may sell it.
Expert:  Buachaill replied 2 years ago.
5. Please RATE the Answer as unless you RATE the Answer your Expert receives none of the monies you have paid the website so there is no incentive to answer any further questions.
Buachaill, Barrister
Category: Law
Satisfied Customers: 10772
Experience: Barrister 17 years experience
Buachaill and other Law Specialists are ready to help you
Customer: replied 2 years ago.
Thank you for that advice very helpful, could I just ask you is it a quick to transfer the names, as I am worried I may lose my purchaser
Expert:  Buachaill replied 2 years ago.
6. I would plan on at least four weeks, as you have to serve the liquidators and get the matter into court. The normal time period would be six weeks. However, if your solicitor can get the liquidators to consent to foreshortened time periods, you might get it done in a shorter time period. However, this is something you will have to speak to your solicitor about, as there is a limit to human endeavour in it all.
Customer: replied 2 years ago.
time is the issue and xmas is not far away, I know most firms pack up by the 18th Dec and its prob unlikely it's going to happen quickly, I know my solicitor is busy.I know it's not norm but would there be anything stopping me from serving a court notice on the receivers, if so could you tell me which forms
Expert:  Buachaill replied 2 years ago.
7. Vesting orders are not your bog standard court applications. I would advise you to get legal help. I don't know of any vesting order form. They would normally be created by a Chancery barrister or an insolvency solicitor in-house. I don't know of any publicly accessible "form" you could use. If the leasehold is worth any money, I would advise you to get it done properly. This is a more erudite area of the law. Not for the faint-hearted!
Customer: replied 2 years ago.
Yes thank you understand.I had a good relationship with the receivers at that time, do you think a conversation with them could do the trick and avoid any court routes. Or has it got to be done in court
Expert:  Buachaill replied 2 years ago.
8. It requires a court order. However, to speak with the liquidators beforehand would be a great help.
Customer: replied 2 years ago.
Could I ask you if there's a time limit for me to serve notice. As I have just been told it maybe too late
Expert:  Buachaill replied 2 years ago.
9. An application for a vesting order must be made within three months of the applicant becoming aware of the disclaimer, or of you receiving a copy of the liquidator’s notice of disclaimer. This time limit would not have been explained in the notice of disclaimer or the letter that accompanied it when served on you. Normally, the liquidator or receiver would bring to your attention the time limit. However, the period of three months may be extended at the discretion of the court. Here see the case of W H Smith Ltd v Wyndham Investments Ltd [1994] BCC 699. So here you will need to seek the discretion of the court to extend the time for obtaining a vesting order. However, you will have a good case for detrimental reliance upon a vesting order having taken place, which would increase the odds of getting an extension of time for your vesting order.
Customer: replied 2 years ago.
Thank you for that reply, very helpful. I have just called the receivers and they have suggested that my landlord at the very beginning should of forfeit that existing lease and should of granted a new lease. The receiver suggest that maybe that can still be done, if my landlord forfeit that lease and then re grant a new one to me or the buyers. What do you think
Expert:  Buachaill replied 2 years ago.
10. That might be possible. You should ask the landlord. he should be amenable to it as he has been getting his rent from you all the time period. However, it does require the co-operation of the landlord.