Office holders’ liability for conversion

‘Conversion’ consists of an act of deliberately dealing with goods in a manner inconsistent with the owner’s rights to use the goods, thereby depriving the owner of those rights. It is not necessary for the offence to have been committed deliberately, only for the act of dealing with those goods to have been deliberate.

Officeholders, including receivers, may be required to dispose of, or deal with, properties, plant and machinery, stock, and fixtures and fittings. All of these are capable of giving rise to a liability in conversion.

In Euromex Ventures Ltd v BNP Paribas Real Estate Advisory and Property Management UK Ltd the defendants were appointed as administrators of HDS Studios Limited (HDS). HDS later went into compulsory liquidation and the defendants became its liquidators. HDS was the tenant of a property owned by a subsidiary company, also in administration. The defendants caused HDS to enter into a sale agreement to sell various assets situated at the property on the basis that they would remain there until sold on by the buyer. The defendants were party to that sale agreement…

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