A director and sole shareholder of a dissolved company successfully applied to restore it to the register in order for it to bring proceedings against parties including the Appellant. The Appellant applied to be joined to the restoration proceedings so it could ask for the restoration order to be revoked or declared invalid for various reasons, but effectively to frustrate the litigation against it.
The Registrar allowed the application to join. This was overturned on appeal and the Appellant appealed to the Court of Appeal who dismissed the appeal. The Court of Appeal considered the relevant law (CPR part 19.2(2)), which provides that a party can be added where it is desirable to resolve all matters in dispute or where there is an issue involving the new party and it is desirable to add the new party to resolve that issue.
Considering the facts and the previous decisions, the Court of Appeal concluded that the Appellant was a party who could be added, but it was not desirable to do so as, if the Appellant was liable to the company before it was struck off, it was equally liable to the company after restoration and if it was not so liable, it would have the chance to argue why in the proceedings.
The Court of Appeal then went on to consider the second ground identified by the Judge on appeal, whether the Appellant could assist the court in the restoration proceedings in light of alleged misleading of the court in making the restoration order and breaches of undertakings. The Court of Appeal held that, whilst they could add a party to restoration proceedings for these reasons, they did not think this was an appropriate case to do it in, as the court had not been seriously misled and if there were any breaches of undertakings, the likely sanction did not include revoking the restoration order, rather contempt proceedings.