Company Dissolution Process and Towed Car

[dave-o99]

I am hoping that someone can shed some light on this. It is in regards to a vehicle that was towed by a private company and has been held for quite some time now.

 

On april 1st, the vehicle was towed from a private residential car park for not displaying a permit (it is denied that the permit was not shown, but that is a seperate issue).

The only signs present at the location were from "company A", therefore the victim can only be considered to have breached a contract with company A.

On April 15th, company A is dissolved, and company B now considers itself to have rights to demand money for the vehicle's release.

A court injunction is later responded to, in which company B claims that company A was one of its "trading names".

 

So, to my questions:

 

1) When a company is dissolved, its assets must be handed over to the treasury. Is this still the case with companies that claim to be a trading name of another company?

2) Is there any lawful process by which company A could have handed over management of the impounded vehicle to company B, bearing in mind that any contract to tow could only have been with company A as only their signs were present

3) If so, what is that process?

 

 

Thanks for any help.

[lamma]

I am hoping that someone can shed some light on this. It is in regards to a vehicle that was towed by a private company and has been held for quite some time now.

 

On april 1st, the vehicle was towed from a private residential car park for not displaying a permit (it is denied that the permit was not shown, but that is a seperate issue).

The only signs present at the location were from "company A", therefore the victim can only be considered to have breached a contract with company A.

On April 15th, company A is dissolved, and company B now considers itself to have rights to demand money for the vehicle's release.

A court injunction is later responded to, in which company B claims that company A was one of its "trading names".

 

So, to my questions:

 

1) When a company is dissolved, its assets must be handed over to the treasury.

I agree

 

Is this still the case with companies that claim to be a trading name of another company?

 

A Trading Name is just a Trading Name AFAIAA. its the Company number that is the unique thing.

 

2) Is there any lawful process by which company A could have handed over management of the impounded vehicle to company B, bearing in mind that any contract to tow could only have been with company A as only their signs were present

 

I imagine there is as legitimate companies do this and the assets go across. But the vehicle isn't theirs to pass across.

As for the sign I think Companies House give quite some leeway on getting them changed.. but of they are from a legal entity that no longer exists (the dissolved company) I don't see how the sign carry any weight in law.

 

3) If so, what is that process?

 

I reckon there could a few

 

Co House you best bet. they have lots of info online and you can contact their technical compliance dept

Thanks for any help.

 

replied instream

[dave-o99]

>A Trading Name is just a Trading Name AFAIAA. its the Company number that is the unique thing.

 

Both companies have unique company numbers. Am i right in saying that Company B cannot claim that company A is a trading name, as it is a seperate entity entirely?

 

>but of they are from a legal entity that no longer exists (the dissolved company) I don't see how the sign carry any weight in law

 

The vehicle was towed while Company A was still solvent. They dissolved about 2 weeks later.

 

>Co House you best bet.

 

I have contacted them but they say they do not give advice on legal matters. I have stressed that this is not a legal matter, but one of correct company procedure. They have passed it on to another department. I hope this will bear fruit but i would still like any insight from members here.

[wheelergeezer]

Was company A a Limited Company?

[dave-o99]

C. House:

 

"Company Type: Private Limited Company"

 

So yes, i guess so?

[wheelergeezer]

Lets make this easier. Either post up here or PM me with the company number and I will find out.

[dave-o99]

I'm quite happy to post company numbers.

 

Company A: ZCS UK Company No. 06080959

 

Company B: Local Clamping Services Company No. 05886137

 

Signs only mentioned ZCS

 

Car towed around 2 weeks before ZCS dissolved

 

For injunction hearing, LCS claimed that ZCS was a "trading name" of theirs.

 

 

This is not my personal case. I am a member of another consumer rights forum, and have offered to draft a new claim, as the victim is heavily pregnant, totally out of her depth, and about £5000 rests on this, not even accounting for what she has had to pay in hire car charges.

Edited August 20, 2010 by dave-o99

[wheelergeezer]

Ok. ZCS UK Ltd are the company who towed your car. Correct?

 

ZCS UK Ltd didn't buy your car and thus it is not an asset. As it is not an asset they cannot sell or give it to anyone else. Your car is now stolen property and should be reported to the police. They will initially fob you off with 'civil matter' but it is not a civil matter. Your car has been taken without your consent from ZCS UK Ltd, a company which ceased trading. Any debt Local Clamping Services Ltd feel you owe them can be dealt with through court, but they cannot hold your car as ransom. You have no contract at all with Local Claming Services Ltd.

 

When company A took your car, they did so under the guise of being authorised by contract between them by displaying a sign and you by reading it. The fact that you had a permit means that you had permission to park. Whether you displayed teh permit or not is insignificant because you can retrospectively prove that you had authority to park. Clamping and towing are by way or 'tort for trespass' and you cannot be trespassing if you have permission, especially if that permission is in writing by way of an official permit. So, there was no trespass and thus you never owed Comapny A anything.

 

Company B cannot now claim the contract is theres as the signage is clearly in a Ltd company's name and in law the Ltd company is who you would have had a contract with, not company B even if Company B owns company A.

 

So, my route would be to tell teh police that you need assistance to recover your stolen car.

[dave-o99]

Ok. ZCS UK Ltd are the company who towed your car. Correct?

 

 

 

(not my car, but..)

 

It is not clear who actually towed it. As the car has not been recovered yet (the victim sought an injunction rather than pay'n'sue), she doesn't have a receipt.

 

However, ZCS would be the only company with any supposed lawful right to tow it, as the sign was in their name, as i see it.

[wheelergeezer]

January 2009 companies house started process to strike off the company for failing to file accounts, a legal requirement. ZCS was written to on 'numerous' occasions by companies house and in May 2009 the directors were advised of company houses intentions to strike the company off. In July 2009, days before they were to be struck off, the directors filed an objection to the striking off and a process of delay was started.

 

January 2010 companies house started the process again for striking off as company had failed to provide any reason for not striking off and still failed to supply legally required accounts and company was struck off 4 May 2010.

 

At the time your friend was towed, the company was still legally trading albeit by a thread of appeal, so they were aware at that time that the company would be struck off within 4 weeks. With that knowledge they should and could have returned her car.

 

It seems they believe that passing the car to another of their companies they can keep the car until payment. But there is no debt and in any event, the debt would be bought and not the car.

 

You need the police in order to recover what is actually stolen property.

[Bernie_the_Bolt]

I'm not sure that I agree with the above.

 

If the tow was lawful in the first place (and there may be reasons for challenging that) the towing company effectively has a lien on it against the unpaid charges to the extent that they are lawful.

 

If the assets were transferred from ZCS UK to Local Clamping Services then Local Clamping Services inherits the lien, if not then the lien will be held by the receiver.

 

The reality is that none of this matters as it would make perfect sense to sue both companies as I very much doubt that ZCS UK has been liquidated yet.

[wheelergeezer]

But they are not lawful. Towing the car is only permitted if the OP was trespassing. They were not.

[dave-o99]

If the assets were transferred from ZCS UK to Local Clamping Services then Local Clamping Services inherits the lien, if not then the lien will be held by the receiver.

 

 

I wodered if this might be the case. If so, there must be a formal process for this transfer. I doubt that these crooks have followed it, so i intend to put them to proof they did. So the question remains - what process must be followed?

 

And yes, there is the no trespass thing too, but i am trying to cover both angles - contract and trespass, as well whether the "transfer" was lawful.

[pin1onu]

There are some guidance notes on Company Dissolution on the companies house website.

 

I would be inclined to ring Companies House and see if they can shed any light on the transfer of assets etc and any associated laws or regulations.

[wheelergeezer]

A customers property is NOT an asset.

[crem]

A customers property is NOT an asset.

 

undoubtedly true, but a "debtor's" property may be. i.e. the debt has transferred to company B, therefore the hold on the property of the debtor being held as collatoral may also be transferred.

 

(I'm not saying that is true, just giving it as a thought)

[lamma]

only if there is a lien on the property surely ?

[dave-o99]

Well, I finally have some response from Companies House, but it has been like getting blood out of a stone, and they have steadfastly refused to answer any legal points.

 

My specific questions were:

 

1) Can a company claim another company (with a seperate co. number) to be a "trading name"?

 

 

 

2) Can an individual form an implied contract with a "trading name"

 

 

 

3) Is an individual's vehicle that has been towed and held by a company considered an "asset" of that company, and if not, what is it considered?

 

 

 

4) What is the formal process for transferring this asset (or whatever it is classed as) to another company before dissolution of the original company?

 

 

The have answered number 1) thus:

It is possible for a limited company to trade under a "business name" that is different to the limited company name registered at Companies House.

 

However it would retain the same company number and the "business name" would not be registered with Companies House (or any other government department).

 

So, it would seem clear to me that they cannot claim (as they have done in the witness statement) that company A is a trading name of company B, as they are both seperate companies with unique company numbers.

 

Does anyone have definitive answers to the other Qs? Citations would be appreciated.

 

Thanks.