In pursuit of the accountants' files – update

In my earlier post on this subject I set out that in many instances accountants will act in the capacity as agent for the client, such as in relation to HRMC, Companies House and so on. If the client has entered insolvent liquidation, the liquidator as successor in title will generally be in a position to claim the documents resulting from that agency in the hands of the accountant.

What is interesting is there appears not only no right for the accountant to deny the liquidator such documents but in fact the accountant might be taking needless risks in doing so. I shall come onto explain under the section below headed conversion.


In Lamb v Evans [1893] 1 Ch. 218 Lindley LJ summarised the law on agency relating to the agent’s fiduciary duties with respect to materials obtained during the engagement as follows:

What right has any agent to use materials obtained by him in the course of his employment and for his employer against the interest of that employer? I am not aware that he has any such right. Such a use is contrary to the relation which exists between principal and agent. It is contrary to the good faith of the employment, and good faith underlies the whole of an agent’s obligations to his principal. No case, unless it be the one which I will notice presently, can I believe be found which is contrary to the general principle upon which this injunction is framed, viz., that an agent has no right to employ as against his principal materials which that agent has obtained only for his principal and in the course of his agency. They are the property of the principal.


Whilst merely keeping someone else’s property is not a conversion, some overt act of withholding will be.

In Bryanston Leasings Ltd v Principality Finance Ltd [1977] RTR 45 it was held that a conversion arose when registration books for a car were withheld by a receiver. Further, refusal to cooperate had amounted to a deliberate interference in the applicant’s property rights, rendering the defendants liable in conversion.

In Oakley v Lyster [1930] All ER Rep 234, the judgment of Atkin J was referred to in Lancashire and Yorkshire Rail Co, London and NorthWestern Rail Co, and Graeser, Ltd v MacNicoll (1) where he says (118 LT at p 598):

“It appears to me plain that dealing with goods in a manner inconsistent with the right of the true owner amounts to a conversion, provided that it is also established that there is an intention on the part of the defendant in so doing to deny the owner’s right or to assert a right which is inconsistent with the owner’s right.”

The risk in conversion is that it is a tort of strict liability.

The aforesaid is not legal advice and is not to be relied upon as such. No liability is accepted by the writer for any reliance placed on the same.

If you have a specific query then you should seek independent legal advice on the same.

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