On 31 July 2026, the Court of Appeal handed down its judgment in Glint Pay Ltd & Ors v Baker & Anor [2026] EWCA Civ 1023, allowing an appeal brought by Glint Pay Ltd and its UK subsidiaries (“Glint”) against their former purported administrators.

Greenwoods successfully represented the Appellants, Glint.

The decision raises important questions about the circumstances in which an out-of-court appointment of administrators by a qualifying floating charge holder can be challenged where there are allegations that the appointment was made for an improper purpose.

Background

Glint operates a fintech platform that allows customers to buy, sell and spend gold through a mobile application and debit card.

The dispute arose following the acquisition of a loan and debenture by Niven Alpha Pte Ltd in 2019. This occurred shortly after Niven’s offer to acquire a controlling stake in Glint had been rejected. Niven subsequently alleged that Glint had breached information obligations under the loan and debenture and appointed administrators out of court.

The administration was short-lived and was brought to an end in December 2019.

Glint later issued proceedings against the former administrators, contending that the appointment was made for the improper purpose of facilitating Niven’s acquisition of the business, rather than for any legitimate purpose.

The High Court decision

At first instance, the High Court struck out the claims.

Glint appealed.

The Court of Appeal decision

The Court of Appeal (Lord Justice Zacaroli, with whom Lady Justice Falk and Lord Justice Arnold agreed) allowed the appeal on the improper purpose ground holding that there is a realistic prospect of the Appellants establishing that the administrators were invalidly appointed. The Court confirmed that equitable principles developed in relation to receivers, for example that security powers must be exercised in good faith for the purpose of obtaining repayment, could apply to out-of-court appointments of administrators.

The claim will now proceed in the High Court.

Greenwoods’ role

Greenwoods acted for the Appellants throughout the appeal.

Commenting on the outcome, Glint’s CEO, Jason Cozens, commented “We are delighted with the Court of Appeal’s decision. We have remained resolute throughout this process and look forward to our case now being heard”.

The Greenwoods team was led by Sam Baxter, instructing Philip Marshall KC.

Why does this matter?

The judgment will be of interest to:

lenders and secured creditors;
directors and boards with assignable loans;
insolvency practitioners; and
investors and shareholders.

Out-of-court appointments of administrators can be a powerful tool. However, the Court of Appeal’s decision serves as a reminder that those powers are potentially not unfettered. Where there are allegations that security rights have been exercised for an improper purpose, the courts may be prepared to scrutinise the circumstances surrounding the appointment.

The case is therefore likely to be closely watched by lenders, insolvency professionals and businesses with assignable loans.

Whether acting in relation to administrator appointments, insolvency practitioners, shareholder disputes, injunctions, director duties or wider commercial litigation, we help clients navigate issues where legal complexity, commercial judgment and timing are critical.

To discuss any of the issues raised in this article, please contact the firm.

Greenwoods successful in Court of Appeal challenge involving administrator appointments