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The High Court has dismissed an appeal against an Insolvency and Companies Court (ICC) Judge's decision on the question of what liquidators need to demonstrate in an application under sections 235 and 236 of the Insolvency Act 1986: Webb v Eversholt Rail Limited [2026] EWHC 101 (Ch).
Sections 235 and 236 give office-holders broad powers to obtain information and documents concerning the company and its affairs. The High Court agreed with the ICC Judge that these powers could not be used to obtain everything relevant to the company without limitation of time (ie "everything forever") merely on the basis of an entitlement to reconstitute all of the documents of the company in liquidation. Office-holders must evidence a reasonable requirement for the documents sought.
Background
In the present case, ICC Judge Burton considered the liquidators' requests for documents to be far too wide and unsupported by any evidence to explain their reasonable requirement for the documents sought. Accordingly, she dismissed the liquidators' application. See our full summary of that decision, including the factual background of the case, here.
The liquidators appealed against ICC Judge Burton's decision on various grounds, but the central issue was what the liquidators had to demonstrate in an application under sections 235 and 236 and what their entitlement was. The liquidators argued that:
- Under sections 235 and 236, the liquidators were entitled to information which enabled them to reconstitute the corporate knowledge of the company without having to establish a reasonable requirement for any particular information. That entitled them to ask in general terms for everything relevant without limitation of time, ie they were entitled to "everything forever".
- Alternatively, on the facts of the case, it was reasonable to require "everything forever". When the liquidators took office, they had no useful documents because the company's entire administrative function had been hived off to another group company (ERL) under a services agreement. As such, they were entitled to seek to reconstitute the corporate information of 365 by a wide request to ERL and the group's solicitors (NRF).
Decision
The High Court (Sir Anthony Mann) dismissed the liquidators' arguments. He held that the liquidators must establish a reasonable requirement for documents or information under both sections 235 and 236.
In reaching this decision, Sir Anthony Mann referred to the language of section 235, which applies (in summary) to a company's current and former officers, employees or office-holders and which expressly demands that the information is reasonably required. He considered that it would be anomalous if the same requirement did not also apply under section 236, which is even wider in scope than section 235 because it can apply to third parties who are not linked to the company but are merely capable of giving information concerning its affairs.
Referring to Cloverbay Ltd v BCCI Ltd [1991] Ch 90, Sir Anthony Mann noted that, although the underlying purpose of sections 235 and 236 is to allow the office-holder to reconstitute the company's knowledge, that does not mean that a reference to the need to reconstitute such knowledge is itself sufficient to establish that a request is reasonable or to succeed in an application under these sections.
It may be that in some cases the circumstances are such that the liquidators can establish, on the facts, that their need to reconstitute the company's knowledge justifies an "everything forever" disclosure. However, to be entitled to such extensive disclosure, the liquidators must establish on the facts a reasonable requirement for it. It is not sufficient for them to merely point to the fact that someone has extensive knowledge that they want.
In this appeal, agreeing with ICC Judge Burton, Sir Anthony Mann did not consider the specific examples of areas of investigation referred to in the liquidators' evidence to justify a request for "everything forever". By referring to those specific examples, the liquidators had not established a reasonable requirement for their far-reaching request.
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