About this case:

• Citation:
  [2025] IEHC 261
• Judgment:
  External link
• Court:
  High Court
• Judge:
  Mr Justice Michael Quinn

Delivering judgment for the High Court, Mr Justice Michael Quinn considered that there was a legitimate purpose for seeking recognition and added: “Although administration under the 1989 Order is not the same as liquidation or examinership because it can be utilised for a number of different purposes, including the alternate purposes of a rescue or asset realisation for the benefit of the creditors, each of these objectives and the attendant powers have an equivalent within different parts of the Act of 2014, namely Parts 10 (examinership) and 11 (winding up).”

Background

Mercer Agencies Limited, a company incorporated in United Kingdom with its principal place of business in Northern Ireland, entered administration on 28 November 2024 due to a deterioration in its trade and financial difficulties.

The company’s largest debtor was Rath-Wood Home and Garden World Limited, an Irish-registered company. The joint administrators formed the view that it could become necessary to commence legal proceedings against Rath-Wood and/or against any other of the company’s debtors in the State to fulfil their objective of achieving the best result for the company’s creditors.

Accordingly, an application came before the High Court for orders recognising the entry of the company into a process of administration pursuant to the Insolvency (Northern Ireland) Order 1989, recognising the appointment of Scott P. Murray and Ian Davison as joint administrators, and recognising the powers of the joint administrators.

The company also applied for an order that the Irish High Court and its officers act in aid of and be auxiliary to the High Court of Justice of Northern Ireland, Chancery Division, in respect of the administration proceedings.

The application was stated to have been made pursuant to the powers of the High Court at common law or alternatively pursuant to the inherent jurisdiction of the High Court.

The High Court 

Mr Justice Quinn noted at the outset of his judgment that no direct precedent was cited for the High Court making an order for recognition of administrators appointed under the 1989 Order.

The judge considered that prior to Brexit, the legal position under Council Regulation 1346/2000 of 29 May 2000 on insolvency proceedings (the European Insolvency Regulation) and the recast regulation, EU 2015/848 of 20 May 2015, provided for recognition throughout the EU (with the exception of Denmark) of insolvency proceedings opened in member states, including administration proceedings in the UK.

Mr Justice Quinn noted that subject to the basic conditions of the European Insolvency Regulation and with limited exceptions such as the exercise of powers offensive to public policy, the appointment of administrators under the 1989 Order and their powers could be recognised in the State without any further formality.

In this regard, the court observed: “The fact that for 18 years the EIR governed recognition of insolvency proceedings as between the UK and the State may explain why, despite close trading relationships, there has been no precedent for an application of this nature.”

Recognising that post-Brexit, the European Insolvency Regulation no longer governs recognition in the State of administrators appointed under the 1989 Order, Mr Justice Quinn considered the court’s inherent jurisdiction to recognise foreign insolvency proceedings, noting that there was no reported precedent of a case from Northern Ireland.

The High Court highlighted the cases of Re Mount Capital Fund Limited (In Liquidation) and Another [2012] IEHC 97 and Fairfield Sentry Limited (In Liquidation) v Citco Nederland NV [2012] IEHC 81, and had particular regard to the judgment of Ms Justice Mary Laffoy in Re Mount in which she concluded that the High Court did have jurisdiction to recognise insolvency proceedings in jurisdictions outside the European Union but that the court was required to be satisfied that recognition was sought for a legitimate purpose.

Mr Justice Quinn considered that unlike its predecessor, s.250 of the Companies Act 1963, no ministerial order was made pursuant to s.1417 of the Companies Act 2014 recognising orders made by a court in the UK for or in the course of a winding up.

The judge also pointed out that s.1417, which relates to the recognition and enforcement of orders of foreign courts made in the course of the winding up of a company, does not provide for recognition of administration proceedings, “which are not winding up proceedings”.

Mr Justice Quinn emphasised that unlike the situation in Re Mount, where the applicant liquidators of companies in the British Virgin Islands sought to obtain recognition pursuant to s.245 of the 1963 Act, which section corresponded to the almost identical provision in the Insolvency Act 2003 of the British Virgin Islands, the process of administration is not the same as liquidation or examinership under the 2014 Act and so a question arose as to whether there was sufficient equivalence of jurisdiction in terms of the powers which the joint administrators sought to invoke.

The court compared and contrasted the relevant provisions of the 1989 Order with those relating to examinership under Part 10 and winding up under Part 11 of the 2014 Act, noting that the differences between them “do not mean that there is not an equivalence of jurisdiction in relation to corporate insolvency generally…or that recognition is not being sought for a legitimate purpose in the performance of the statutory functions of the insolvency office holder seeking recognition”.

Having regard to the evidence on behalf of the company that the objective pursued was to achieve a better result for the company’s creditors than if the company were wound up without first entering administration, Mr Justice Quinn was satisfied that in circumstances where the objectives and attendant powers in the 1989 Order had equivalence with various parts of the 2014 Act, “there is sufficient evidence of equivalence between the two insolvency regimes to warrant the making of the orders of recognition sought on this application”.

The judge was further satisfied that the purpose of the application was to ensure that insofar as it may be necessary for the joint administrators, in the performance of their statutory duties of realising assets for the benefit of creditors, to take any action in the State, they may do so without encountering delay associated with establishing their standing to do so and this was “clearly a legitimate purpose” having direct equivalence with the functions of a liquidator appointed under the 2014 Act.

Conclusion

Accordingly, the High Court granted the orders sought.

In The Matter Of An Application By Mercer Agencies Limited For Recognition And Orders In Aid Of Foreign Insolvency Proceedings [2025] IEHC 261