Strand, London, WC2A 2LL
B e f o r e :
| THE COMMISSIONERS OF THE INLAND REVENUE
|- and -
|THE WIMBLEDON FOOTBALL CLUB LIMITED
MARTIN GILBERT ELLIS
Ms Raquel Agnello (instructed by Lawrence Graham, 190 Strand, London WC2R 1JN) for the Respondent
Hearing date: 6th May 2004
Crown Copyright ©
Mr Justice Lightman:
"EXIT FROM INSOLVENCY PROCEEDINGS
3.1 The Board will only withdraw the notice of withdrawal of membership given to a Member Club if:
3.1.1. a Member Club has completed arrangements satisfactory to the Board for exit from the relevant insolvency proceedings; and
3.1.2. all Football Creditors (as defined in Article 70.1) are paid in full, or payment in full is secured to the satisfaction of the Board; and
3.1.3. all sums due to players or former players under the terms of their contracts are paid in full, or payment in full is secured to the satisfaction of the Board; and
3.1.4. all sums due to other clubs not included in the definition of Football Creditors in Article 70.1 are paid in full at the insistence of the Football Association, UEFA or FIFA; and
3.1.5. the Member Club (or the proposed new Member Club) provides projected trading and cash flow forecasts and confirmation of funding which indicate that it has sufficient resources to ensure that it can reasonably expect to complete its fixtures for (at least) the remainder of the Season and/or the following Season as appropriate; and
3.1.6. any further conditions (which the Board reserves the right to impose at any time as in its absolute discretion deems appropriate) have been satisfied
3.2 Where the exit from the relevant insolvency proceedings involves the transfer of assets and the business of the Member Club to a new or another company, the Board will only register that company as a Member of the Football League provided that it complies, performs, observes and satisfies any conditions imposed by the Board. Save for exceptional circumstances, those conditions to be imposed by the Board are set out in Appendix IIA.
3.3 The Notice of Withdrawal of Membership will take effect immediately and without further notice if a Member Club passes a resolution for its winding up or has a winding up order made in respect of it any suspension of the Notice of Withdrawal of Membership will immediately come to an end.
3.4 Any exit route from formal insolvency proceedings should demonstrate that either creditors will be paid in full, or that creditors have approved proposals that compromise their debts and allow for the payments set out in Clause 3.1 herein to be paid in full. The Board will generally consider a Company Voluntary Arrangement under the Insolvency Act 1986, or a Scheme of Arrangement under the Companies Acts to be acceptable exit routes. …"
"Conditions Precedent to the Transfer of League Membership
Throughout these conditions the following definitions apply:
any amounts owed by [ ] Football Club Limited to those creditors listed in Article 70.1 of the Articles of Association of the League and any other creditors required to be paid in full by the Football Association….
The Board in its absolute discretion should consider whether all or some of the following condition precedent to the transfer of League membership should be applied …
7. That the Football Debts are transferred to Newco or paid in full. "
SECTION 4 OF THE ACT
SALE AGREEMENT OR ARRANGEMENT