A judge has refused an attempt by Rangers administrators to gain legal guidance on whether they could breach a £25.3m season ticket deal.
Duff and Phelps had sought directions from the Court of Session over whether they could renege on the agreement and not pay Ticketus the proceeds of sales.
At the Court of Session on Friday Lord Hodge returned his decision on the move by the insolvency firm, stating that he would not give them guidance on what could be done in this case.
He told the court that he did not have enough information regarding the situation at the crisis-hit club to make a ruling.
However, the administrators claimed they could still press ahead with a move to tear up the deal if it was "in the interests of creditors generally".
After the hearing, Paul Clark, joint administrator, said: "We welcome the decisions announced by Lord Hodge today and view them as a significant step towards clarifying the future for Rangers Football Club.
"Lord Hodge has made it clear that the Ticketus arrangements do not mean Ticketus has property or real rights over seats at the stadium or, indeed, the proceeds from the sale of future season tickets.
"Lord Hodge has stated Ticketus has what are known as contractual rights, essentially a contract between the club and themselves. It is clear from the judgement that, as administrators, we have the statutory right and powers to have the company (the club) refuse to honour the Ticketus arrangements if such a decision would be in the interests of creditors generally."
Lord Hodge declined to grant Ticketus, which is backing the Blue Knights consortium to take over the club, preferential treatment as creditors under English law. The judge also confirmed that "in Scots insolvency law, a contracting party who has paid in advance for an asset does not thereby acquire an equitable right in the thing and is treated as an unsecured creditor."
Sale Sharks Rugby Union Club owner Brian Kennedy, who has submitted a conditional bid for Rangers, released a statement after the court outcome.
He said: "I am taking legal advice to find out what the court ruling means with regard to the indebtedness of Rangers Football Club and until that is clarified I will be making no further comment."
In response to the agreement, the firm that is part of Octopus Investments released a statement.
It read: "Ticketus is issuing a statement following today’s decision by Lord Hodge not to grant the Administrators’ request for the court to give them the right to tear up the ticket purchase agreement Ticketus has with Rangers Football Club. The legality of Ticketus’ contract was not an issue.
"The court has made it clear today that the Ticketus contract cannot be breached unless there is substantial evidence that by doing so the administrators are able to significantly improve returns for creditors and improve the chance of returning the Club to a going concern. Given the strength of the Blue Knights consortium’s bid, and Ticketus’ role in this with its contract remaining valid and enforceable, we question the ability for this to happen."
Ticketus stated the company "will do everything necessary to defend our position to ensure our contract is honoured and our investors’ interests are protected." In the statement, the firm also claimed that it is "part of the solution" to Rangers’ financial plight.
It is backing the Blue Knights consortium led by ex-Ibrox director Paul Murray, which submitted an indicative bid for the club last week.
The statement added: "Collectively, the consortium has the ability to provide the club with the financial stability it needs to continue to perform at the highest level of competition. The consortium is committed to providing Rangers’ loyal fan base with the transparency and disclosure it deserves, as well as exploring ways for fans to have a closer relationship with the management of their club.
"With every week that passes, further value is destroyed in the club. To conclude the administration process as soon as possible so that the club can secure its future in the hands of a new owner is in everyone’s interest. We feel confident that we can conclude this process more swiftly than other bidders."
Rangers owner Craig Whyte sold off 100,000 season tickets at Ibrox until 2015 for £25.3m which effectively funded his takeover as he used part of the cash to wipe off the club’s £18m debt to Lloyds Banking Group.
The court heard on Friday that £20.3m for season tickets from 2011 to 2013 was paid by Ticketus on May 9 last year, three days after Mr Whyte bought his 85% shareholding in the club for a nominal £1 from Sir David Murray. A second tranche of season tickets for 2013 to 2015 was sold to Ticketus on September 21, for around £5.07m. The court had previously heard the season tickets would have brought in around £48m into the club over those four years.
Duff and Phelps had claimed that the deal would hamper their attempts to sell the club.
The administrators QC David Sellar had claimed in court that two of the four indicative bids for the club were dependent on the Ticketus deal being breached.
In his decision, Lord Hodge noted: "I am informed that the expected income flow from the sale of the season tickets is likely to represent about 60% of the cash flow of Rangers in those seasons.
"Accordingly, the sale of that income flow is likely to have a significant effect on what interested parties may bid for the majority shareholding in Rangers or for that company's business and assets."
The judge noted on Friday that "An administrator would not be acting in breach of his duty to the company if he refused to perform a contract having acted reasonably to satisfy himself that the continued performance of the contract (i) would impede his achievement of the objectives of the administration and (ii) was not in the interests of the company's creditors as a body."
However, Lord Hodge felt that if the administrators could establish reasonable grounds for ripping up the Ticketus contract, they would most likely need "legal justification" to do so.
The judge also found: "I am satisfied that I cannot give the original direction which the administrators have sought without further information about the relevant circumstances of the administration and the administrators' proposals in the light of their discussions with interested parties."
Lord Hodge also addressed the status of the Ticketus deal should Rangers go into liquidation. He stated "as a general rule" if a company sought a court order to enforce a contract with a firm in liquidation, "it should refuse to do so because the company could not perform or because such an order would conflict with the statutory duties of the liquidator."
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