The decision of the Court of Appeal in Glint Pay Ltd. v Baker[1]has opened the door to scrutiny of appointers’ purposes when making out of court appointments of administrators. Whether the appointment was motivated by improper purposes in this case remains to be seen, but the potential impact on administrations more widely has the potential to be significant.
BACKGROUND
Glint Pay Ltd is the holding company of each of Glint Pay Services Ltd and Glint Pay UK Ltd (together “Glint”). As an initial startup business, Glint developed and promoted an app that provided users with the ability to buy and spend gold (and silver) using a standard debit card.
In 2019, Niven Alpha Pte Limited (“Niven”) attempted to acquire 51% of the shares in Glint. When this attempt was unsuccessful, Niven acquired Glint’s major secured loan (together with the associated security).
Shortly after the assignment of the loan and security, Niven made a request for information from Glint pursuant to the terms of the security. Glint failed to provide the information requested and Niven treated such a failure as an event of default. Niven accelerated the loan, demanding repayment of all outstanding sums due to it in full. When Glint failed to make payment, Niven, as a qualifying floating charge holder, appointed administrators on 18 September 2019 by way of an out-of-court appointment. The term of each of the administrations lasted for a short period of only 8 weeks, in circumstances where funds were raised by the founders of Glint in order to repay Niven in full.
Proceedings were subsequently issued by Glint in order to challenge the validity of the administrators’ appointment. Niven was not named as a party to those proceedings, having ceased trading some time prior to issue. There were a number of grounds on which this challenge was based, but key amongst them was that the appointment of the administrators was made for an improper purpose, where the purpose was not to obtain repayment of the loan or to achieve the statutory purpose of the administration, but rather to secure the appointment of the administrators in order that the business and assets of Glint could be acquired by Niven via a pre-pack sale.
Judgment was handed down by Mr Simon Gleeson (sitting as Deputy High Court Judge) on 18 August 2025. The claims made by Glint were struck out on the grounds that they had no real prospect of succeeding in the claims.
COURT OF APPEAL DECISION
Permission to appeal was granted by Lord Justice Falk on 18 February 2026.
The Court of Appeal concluded that the first instance judge was wrong to conclude that there was no realistic prospect of Glint establishing that the appointment of administrators was invalid and of no effect by reason of Niven’s improper purpose in appointing them.
It was not in dispute that Niven’s sole motivation in appointing the administrators was acquiring the business and assets of Glint. Lord Justice Zacaroli noted that “the circumstances leading up to and surrounding the appointment provide sufficient material to give rise to the real prospect of success that it was not part of Niven’s subjective purpose to obtain recovery of the Loan”.
On considering relevant authorities and arguments from counsel the Court of Appeal found that if an appointor has a subjective improper purpose, that is capable of justifying the conclusion that an out of court appointment of administrators is ineffective.
SIGNIFICANCE
Whilst the decision of the Court of Appeal in Glint is not determinative as to the issues between the parties – those will be determined at trial in due course – the case highlights that the motivation for the appointment is important when it comes to determining whether an appointment is valid.
This may cause concern amongst appointment takers, who, to be confident that their appointment is valid may wish to consider the true motivation of the appointor, particularly where the motivation is an “loan to own” strategy.
However, it should be noted that Lord Justice Zacaroli considered that the unusual aspects of this case meant that it was unlikely to open any ‘floodgates’ to challenges on that basis. This case is set apart from the majority of administrator appointments as Glint was (at least arguably) solvent at the time of the appointment and the judge noted that the appointment served no genuine purpose to protect the appointor’s interests.
[1] Glint Pay Ltd -v- Baker [2026] EWCA Civ 1023