In the recent decision of Re Heba Pilates Ltd [2026] 3WLUK 380, Judge Passfield KC held ordered that the instant company (Heba Pilates Ltd) be made subject to a winding-up order notwithstanding that the company was already in the process of being liquidated.
Heba Pilates Ltd was incorporated on 3 February 2021. On 6 March 2025, it was recognised by the directors that the company could not “by reason of its liabilities continue its business” and as such it was resolved that the company enter into Creditors’ Voluntary Liquidation (CVL).
Mr Paul Palmer of Marshall Peters Manchester Limited was appointed as liquidator.
In the (brief) decision, Judge Passfield KC concluded that an order winding up the company was necessary and appropriate notwithstanding the fact that the company was already some 12 months into a CVL process.
In making his decision, Judge Passfield KC noted that the evidence presented had satisfied the court that Mr Palmer had “not demonstrated the necessary independence and impartiality in investigating the company’s affairs” and cited the example of the “sale of the company’s intellectual property and goodwill at an alleged undervalue without proper valuation and marketing processes” as an example of Mr Palmer’s failings as office holder.
Judge Passfield KC refused to allow Mr Palmer to include his costs of responding to the petition as an expense of the liquidation and made an order for him to pay the petitioners’ costs personally and on the indemnity basis.
The case should act as a reminder to all officeholders of their duties and the potential consequences of failing to act with independence and impartiality.
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