Invalid director appointment meant administrators' appointment failed

In Sprout Holdings Limited (in administration) [2019] EWHC 806 (Ch), the High Court has held that the appointment of an additional director to a deadlocked board by means of a members' written resolution was invalid, meaning the subsequent appointment of administrators by the (purported new) board was also invalid.

The facts

The case featured a company with two directors, Ms Tighe and Mr Fraser-Peters, who had fallen out. Tighe and Fraser-Peters were also both shareholders of the company, together with Mrs Morris. Each of the three shareholders held one share.