Re Spectrum Plus Ltd (in liquidation)
[2005] UKHL 41
Ratio Decidendi
A charge over book debts that allows the chargor to collect and use the proceeds of the debts in the ordinary course of business, without requiring them to be paid into a blocked account, is a floating charge, not a fixed charge, regardless of how the parties have labelled it. The essential characteristic of a fixed charge is that the chargor cannot deal with the charged assets without the chargee's consent.
Fakty
Spectrum Plus Ltd had granted its bank (NatWest) a charge over its book debts described as a 'specific charge' (i.e., fixed). However, the company was free to collect the debts and pay the proceeds into its ordinary bank account, drawing on them in the normal course of business. On insolvency, the question was whether the charge was fixed (giving NatWest priority) or floating (meaning preferential creditors would rank ahead).
Podsumowanie orzeczenia
The House of Lords held that the charge was a floating charge despite being labelled as fixed. The decisive factor was the degree of control exercised by the chargee over the charged assets. Since the company could freely collect and use the proceeds without restriction, the charge lacked the essential characteristic of a fixed charge. The Lords overruled the earlier Court of Appeal decision in Siebe Gorman & Co Ltd v Barclays Bank Ltd [1979].
Kluczowe cytaty
"The essential characteristic of a floating charge is that the assets subject to it are not finally appropriated as a security for the payment of the debt until the occurrence of some future event."
— Lord Scott
Późniejsze zastosowanie
The leading authority on the distinction between fixed and floating charges. Clarified the law for secured lending against book debts.