The High Court directed the liquidator of Buzreel Ltd. to complete the sale of the company’s assets to Midland Web Printing Ltd. after finding that Midland Web made the highest valid bid in a final sealed-bid process.
The dispute arose after Buzreel, owner of the Buy and Sell classified advertising business, stopped publishing when a provisional liquidator was appointed on 2 April 2014. The liquidator advertised the assets for sale and received four offers. Midland Web was initially named preferred bidder with an offer of €303,000, but its funding depended on investments that would take three to four weeks to clear. The liquidator withdrew its preferred status and sought court approval for a sale to the second-highest bidder, Demirca Ltd., whose funds were immediately available.
Midland Web disputed the liquidator’s account of the funding discussions. Its principal said the liquidator had known about the delay and that an employee had agreed the investment portfolio would count as proof of funding. The liquidator denied giving or understanding any such assurance. The judge said resolving that factual dispute would have required an oral hearing, which the urgent timetable did not allow.
On 24 April, the court gave both companies one final opportunity to submit unconditional sealed bids, with funding available for immediate transfer. Midland Web undertook to bid at least €312,000. In the bidding on 28 April, Demirca submitted an unconditional offer. Midland Web’s bid consisted of a bank draft and a cash element equal to one per cent of the draft amount. The draft was delivered before the 5pm deadline, but the cash arrived about 20 minutes later. Midland Web’s letter also contained a clause concerning clean title and computers and software; its solicitor arranged for the clause to be deleted shortly after the bid was opened.
Demirca sought to stop the sale and make a fresh, higher bid on 1 May. The judge had previously indicated that he would approve Midland Web’s revised bid unless Demirca applied to restrain it. After hearing the parties, he held that the 24 April order was intended to bring the bidding process to a close and required the liquidator to accept the highest valid bid under it.
The judge found that Midland Web’s bid was valid. He said the bank draft available by the deadline exceeded Demirca’s bid at that point, the brief delay in presenting the cash caused no particular unfairness, and the deleted clause did not make the offer equivocal. He therefore directed the liquidator to complete the sale to Midland Web for the amount in its 28 April offer letter. The judgment’s text redacts that final amount. The order resolved the liquidator’s application to approve the sale; it did not determine the disputed account of the earlier funding assurances.