Glint Pay Ltd & Ors v Jason Daniel Baker & Anor

Facts

Glint Pay Ltd (GPL) and its subsidiaries Glint Pay Services Ltd and Glint Pay UK Ltd operate a gold-backed debit card app. In January 2019 GPL borrowed £1.65 million from Brahma Finance (BVI) Ltd, secured by a debenture granting fixed and floating charges over the group's assets, including an obligation under §1.11.1 of Schedule 3 to give the lender information concerning the "location, condition, use and operation" of the secured assets. After GPL's board rejected a share-purchase offer from Niven Alpha Pte Ltd, a vehicle linked to David Fergusson, Niven acquired the loan and debenture by assignment, then made wide-ranging information requests. When Glint refused to comply, Niven declared an event of default, accelerated the loan and, on 18 September 2019, appointed the respondents as administrators out of court under a notice given pursuant to rule 3.17 of the Insolvency Rules 2016. The administration ended within weeks once Glint refinanced and repaid the loan; the Administrators' remuneration was subsequently fixed and they were discharged. More than four years later, Glint sued the Administrators for equitable compensation and damages for trespass, contending their appointment was invalid because there had been no event of default and because Niven's true purpose was to strip Glint's assets, not recover its debt. Mr Simon Gleeson, sitting as a deputy High Court judge, struck out the claims, or alternatively granted summary judgment, and Glint appealed with permission from Falk LJ.