The High Court has ordered the correction of a date recorded for a mortgage and charge involving Investment Options and Solutions Limited, after finding that the date had been misstated accidentally in the company registration particulars.
In a judgment delivered on 19 March 2010, Miss Justice Laffoy directed the Registrar of Companies to replace 3 July 2001 with 22 June 2001 in the registered particulars and the certificate of registration. The application was brought by Bank of Scotland (Ireland) Limited under section 106 of the Companies Act 1963–2005. Investment Options and Solutions Limited was the notice party.
The deed of mortgage and charge was dated 22 June 2001 and registered in the Registry of Deeds on 18 October that year. But a Form No. 47 lodged with the Companies Registration Office on 6 July 2001 described the instrument as a deed dated 3 July. The judgment said that date had been entered because it was the day the mortgage was sent to the Revenue Commissioners for stamping, rather than the date shown on the deed. A registration certificate issued on 7 December 2001 repeated the incorrect date.
The bank said it had appointed a receiver over assets covered by the 2001 deed and a separate mortgage and debenture dated 28 May 2003. It argued that questions about the receiver’s authority to sell assets, and title derived from those sales, could arise because of the date error. The judge considered it reasonable to correct the record to avoid potential difficulties.
A judgment mortgage registered by Andrew McNabb on 28 September 2009 was also recorded against the company. The bank had notified the company and Mr McNabb of its application. Mr McNabb did not appear at the hearing, although the judge considered correspondence from his solicitors.
The judge concluded that the 2001 particulars had been received within the statutory 21-day period, despite the incorrect date. She said the usual condition used when extending the time to register a charge was not appropriate in this case, and that the statutory rule on late delivery could not render the 2001 charge void against Mr McNabb. On the evidence, she inferred that the date error was accidental and ordered its correction.
The order corrected the date in the registered particulars and registration certificate. The judgment did not decide any dispute about a sale by the receiver or the title to assets sold.