CompanyDirector - disqualification - director offering disqualification undertaking - secretary of state permitted to request statement of grounds before accepting undertakingIn re Blackspur Group plc: ChD (Mr justice Patten): 23 May 2001B plc went into administrative receivership in 1990.

The secretary of state initiated disqualification proceedings against several former directors of B plc.

E, a former director of B plc, offered a disqualification undertaking pursuant to section 1A of the Company Directors Disqualification Act 1986 (as amended by the Insolvency Act 2000).

The secretary of state refused to accept this undertaking unless it was accompanied by a statement of grounds, setting out the circumstances giving rise to the disqualification proceedings.

E applied, among other things, for an order staying or alternatively dismissing the disqualification proceedings against him on the basis that there were no reasonable grounds upon which the secretary of state could have refused the disqualification undertaking he had offered.Matthew Collings (instructed by Burton Copeland, Manchester) for E.

Malcolm Davis-White (instructed by Treasury Solicitor) for the secretary of state.Held, dismissing the application, that the absence of a power to insist upon or to accept a disqualification undertaking which had attached to it a statement of the basis in terms of conduct and fitness upon which the undertaking was offered and accepted meant that the Act could be said to be ambiguous or obscure; that the relevant ministerial statements established that parliament had not intended to exclude the possibility of seeking and obtaining agreement upon a statement of grounds in appropriate cases; that even if the court was not entitled to look at the ministerial statements, the same conclusion followed from a consideration of the structure of the amended Act and the obvious purpose of the legislation; that it would also be odd if parliament required the secretary of state to exercise a judgment on the evidence before him as to whether the conduct complained of was such as to justify disqualification but intended that the secretary of state should have no power to agree and accept a statement of the grounds upon which he concluded that unfitness had been made out; and that if the purpose of the amended legislation had been to enable directors to give disqualification undertakings without any admission of liability, it was difficult to see why section 7(2A) of the Act as amended required the secretary of state to be satisfied that an allegation of unfitness had been made out.