An Enduring Section 236 Problem: ‘Everything Forever’

Everything Forever is restricted to a narrow area of insolvency law. It sprouts occasionally when Insolvency Practitioners seek to do their job and request information so that they can hope to undertake the metamorphosis from stranger to specialist in a particular insolvent company’s circumstances. Section 236 of the Insolvency Act 1986 is there to assist a liquidator in such matters. But does it?

In perhaps an example of the remarkable length of legal proceedings, a case that appears to have started in 2023, Webb & Anor v Eversholt Rail Ltd & Anor (Re Eversholt Rail (365) Ltd – Insolvency Act 1986) [2024] EWHC 2217 (Ch), culminated in the first judgment crashing down by the end of August 2024, rejecting the Section 235/236 application. The appeal, Webb & Anor v Eversholt Rail Ltd & Anor [2026] EWHC 101 (Ch), was heard some 16 months later and was recently dismissed. So for more than two years, these proceedings have been lurking around the Chancery Division before court resolution. 

It is not good news for Insolvency Practitioners. As Alaric Watson of Gatehouse Chambers highlighted at their recent ‘Brew’ on 11 February 2026, the case has not resulted in any new approach to Section 236 applications; it has affirmed what we knew before.

An Insolvency Practitioner cannot rely upon a blanket request for everything forever to reconstruct and reconstitute knowledge of an insolvent company. This is even the case when they have nothing in the way of documents. They have to show a reasonable requirement for the documents sought or else they can expect no favours to be handed down by the court, even to its own officers. As the writer recalls, Mr Watson put it with some hesitation during the Brew, a liquidator cannot be too relaxed about how they support such an application and whilst they don’t have to write an essay, they have to have a decent stab at fulfilling the reasonable requirement test.

What perhaps makes this case a touch striking is that it seems the company in question did not have its own records as such. Records, it is understood were centrally organised by another company in the group:

All of its functions were discharged by ERL pursuant to a Services Agreement dated 25th February 2010 (“the Services Agreement”), and all its functions depended on the provision of those services (described as “core services”). All documents relevant to 365 and its business were held by ERL.

The right to records was subject to a services agreement.

What Is Everything Forever?

Everything forever is the notion which was summarised by the appeal judge as to the case put forward by the liquidators:

…Under the sections, the liquidators were entitled to information which enabled them to reconstitute the knowledge of the company. They were entitled to that without having to establish a reasonable requirement for any particular information. That entitled them to ask in general terms for everything relevant without limitation of time (save, obviously, for the starting point which must be the incorporation of the company).

The writer has likewise their own experience of an everything forever type of application which failed and then was appealed and failed in Green v BDO Stoy Hayward LLP [2005] EWHC 2413 (Ch). 

A central issue remains unresolved. How is a liquidator expected to prove to the court’s satisfaction that they should be granted access to documents that they have not seen when the knowledge of the company’s affairs is generally within the minds of someone else ie. the former directors. 

Irony?

It might be a touch ironic that the appeal failed, notwithstanding the position that it seems the liquidators did not have company books and records as such:

In practice, ERL did not segregate 365 documents from those of the other companies in the group for whom it provided services. 365 did not even have a separate domain name, so all relevant emails were sent to and from a generic Eversholt email address.

Ordinarily, a liquidator can anticipate being granted ‘everything forever’ where a company’s own records are concerned. But when a company does not keep its own records and another party does, then surely matters shift from that position to open the gateway for everything forever from that party?

No Sir, the reasonable requirement test cannot be bypassed, notwithstanding such circumstances:

Liquidators have to establish a reasonable requirement for documents or information under both sections, and needed to do so in the present case. It may be that in some cases the circumstances are such that the liquidators can establish, on the facts, that their need to reconstitute the company’s knowledge justifies a very extensive “everything forever” disclosure because, on the facts, it is a reasonable requirement, but they must do more than point to the fact that someone has extensive knowledge that they want – they must establish a reasonable requirement for what they seek.

But why? The writer considers that this can helpfully be rationalised by the distinction of a property issue as opposed to a requirement issue. A company having its own records that it owns does not typically have to demonstrate any reasonable requirement for them on an everything forever basis. It usually gets them because it owns them. However, if records are merged within the records of another and ownership is perhaps uncertain, then an ownership basis may no longer be feasibly put forward and the need is to instead focus on a requirement basis.

The appellate court was unimpressed with the mischief argument put forward for the liquidators:

…Ms Hilliard expressed great concern that a failure to allow the liquidators to have “everything forever” in these circumstances would be an invitation to groups of companies to set themselves up in the same way as the 365/ERL relationship and render the court powerless to provide relief. I do not consider it likely that companies would structure themselves in this way particularly with that in mind, and in any event if they did it would be unsuccessful…

Appeal Dismissed

All ten grounds of appeal were dismissed.

Mr Watson in the Brew highlighted how the liquidators might have attempted to bolster their reasonable requirement. They could have relied upon the service agreement contractual provisions to get more documents and then perhaps they might have had a better shot at dealing with the reasonable requirement threshold.