Ogier in Jersey acts for Bespoke Limited and Transtech Glass Investment Limited in two of the most significant just and equitable winding up cases of 2024

In 2024, Ogier acted for companies involved in two significant “just and equitable” winding up proceedings, clarifying the law in Jersey, particularly around the concept of "loss of substratum." 

In Re Ferguson [2023] JRC 250, AMWS Limited was created to manage disputes between its shareholders: Aston Martin Lagonda and Bespoke Limited. Unable to fulfil its purpose due to unresolved disputes, the Royal Court ordered AMWS to be wound up, a decision later partially upheld by the Court of Appeal.  

The matter of In re Transtech Glass Investment Limited [2025] JRC 069, although factually different, followed a similar legal approach to Re Ferguson, with the Court concluding that the company had lost its purpose following the insolvency of its group companies. 

Ogier in Jersey acted on both the Re Ferguson and In re Transtech cases, the outcomes of which demonstrate a consistent judicial approach from the Jersey courts, providing clearer guidance on when a company can be wound up pursuant to Article 155 of the Companies (Jersey) Law 1991 (the Law), commonly referred to as a "just and equitable winding up".   

In the matter of Re Ferguson 

In Re Ferguson [2023] JRC 250, the company in question, AMWS Limited (AMWS), was solvent. AMWS was incorporated to hold the shares in AMW Limited (AMW), a UK subsidiary which operates the Aston Martin Heritage business.  

AMWS' two shareholders - Aston Martin Lagonda Ltd (AML) and Bespoke Limited (Bespoke) - each held a 50% stake in AMWS. No formal agreement governed the joint venture and AMWS' income was solely derived from dividends from AMW. 

In February 2021, Bespoke alleged that AML had improperly affected unilateral adjustments and/or reallocations of revenue and/or profits within AMW. It also accused AML of making substantial unauthorised cash transfers from AMW to AML, thereby impacting AMW's cash flow and financial position. These issues were raised with AMWS and AMWS appointed an expert to investigate the dispute. However, the expert was unable to complete the report due to AML's refusal to provide the material required. 

AMWS' directors recognised that they could not resolve Bespoke's complaints as they did not have sufficient information to be able to make a decision. The directors felt unable to make decisions for the subsidiary and feared a diminution in the value of AMW, which was AMWS' only valuable asset, if the dispute could not be resolved.  

At the time of the trial before the Royal Court, AMW's accounts for 2020 to 2022 had not been signed or filed because the three Bespoke-appointed directors of AMW felt unable to approve them. 

The Royal Court concluded that AMWS should be wound up on the just and equitable basis set out in Article 155 of the Law. The Royal Court based its decision on the following grounds: 

1. Deadlock 

The Royal Court recognised that although the board of AMWS was not deadlocked in the sense they could not agree with each other, there was an 'impasse' because the directors were unable to resolve the serious dispute between AMWS' shareholders, with the impasse being replicated at the AMW level.

2. Loss of substratum 

The Royal Court held that the purpose of AMWS was to act as a dispute resolution mechanism based on evidence from both Bespoke and AML that AMWS' purpose was to act as a buffer or intermediary.  However, the directors of AMWS were unable to resolve the dispute in AMW. The Royal Court therefore concluded that AMWS had lost its substratum.   

3. Breakdown of trust and confidence 

The Royal Court held that the breakdown between the two shareholders of AMWS meant that the board of AMWS was no longer able to take major decisions. This meant that there was a breakdown in the trust and confidence of AMWS' shareholders which justified AMWS being wound up. 

AML appealed to the Court of Appeal. Although the Court of Appeal overturned the Royal Court's decision in relation to breakdown of trust and confidence, it upheld the Royal Court's decisions in relation to deadlock and loss of substratum.  

In relation to loss of substratum, the Court of Appeal concluded that the Royal Court had been entitled to find from the evidence of both parties that where the parties described AMWS' purpose as acting as a "buffer" or "intermediary", this meant that the purpose of AMWS was to assist in resolving disputes between its equal shareholders.  

Although an order to wind up a company on the just and equitable ground is an exceptional order, the Court of Appeal found that there were clear grounds to make that order. Consequently, AMWS was wound up and its shareholding in AMW was distributed between AMWS' two shareholders, AML and Bespoke.  

In the matter of In re Transtech Glass Investment Limited 

The approach of the Royal Court and Court of Appeal in Re Ferguson has since been adopted in In re Transtech Glass Investment Limited [2025] JRC 069.  

However, the factual background to the application under Article 155 in In re Transtech was very different to Re Ferguson.  

Transtech Glass Investment Limited (TGI) was the ultimate holding company of an international group of companies known as the AGP Group. The AGP Group is engaged in the business of development, manufacture and supply of specialist automotive and security glass products. Due to a number of different factors, the AGP Group had embarked on a process of winding down its business with insolvency filings in several jurisdictions.  

When considering TGI's application, the Royal Court closely analysed the grounds for a just and equitable winding up under Article 155 of the Law. 

The Court concluded that TGI had lost its substratum, quoting extensively from the Royal Court and Court of Appeal decisions in Re Ferguson. 

The Court accepted the analysis of the Royal Court in Re Ferguson in relation to when a company would experience a loss of substratum. It concluded that the board of TGI took critical decisions which affected the AGP Group as a whole, and therefore as a consequence of the insolvency of the underlying AGP Group companies, TGI would no longer have any underlying purpose going forward.   

In circumstances where the Court was satisfied that TGI had lost its substratum, the Court then considered whether it should make an order for a just and equitable winding up, given its exceptional nature. The Court concluded that it should make the order as the other insolvency procedures available to TGI would be unsuitable and a just and equitable winding up was the most suitable order.  

Developing a consistent approach 

Both Re Ferguson and In re Transtech show a consistency in approach by the Royal Court, even when the circumstances of the matters being brought before the Court were very different.  

Through these cases, the Royal Court has developed the case law on Article 155 of the Law. More specifically, it has set out a more detailed approach to the issue of when a company will have lost its substratum and it seems that, for applicants wishing to avail themselves of relief under Article 155 of the Law, there is now a body of helpful recent case law on which they can rely.  

How Ogier can help 

James Angus and Ralph Spencer-Tucker acted for Bespoke Limited in Re Ferguson. James Angus, Matthew Davies and Cait Bruce acted for Transtech Glass Investment Limited in In re Transtech Glass Investment Limited. 

Ogier’s Dispute Resolution team in Jersey regularly advises clients in relation to a range of court procedures. You can contact a member of the team on +44 1534 514000 or email jsy@ogier.com. 
 

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This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

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