Stonegate Securities Ltd v Gregory [1980] Ch 576 is a UK insolvency law case concerning the liquidation procedure when a company is unable to repay its debts.

Stonegate had agreed to buy shares in Mr Gregory’s property company, Trinette Ltd, when it got planning permission.

Blackett-Ord VC found there was a bona fide dispute about whether Mr Gregory was a creditor for a sum presently due and granted the injunction, provided that in three weeks the company would make a declaration of solvency.

That is because a winding up petition is not a legitimate means of seeking to enforce payment of a debt which is bona fide disputed.

"That is clearly a notice which affirms that the whole of the sum of £33,000 was presently due and owing from the company to the defendant; indeed, it was only upon that basis that such a statutory demand could have been served.

Trinette Ltd. was a company engaged in a speculative development of certain land and had the benefit of a contract connected with that project, but no planning permission had at that time been obtained.

By the agreement that was entered into in July 1972 modifying the original sale agreement, it was provided that completion of the transfer of the 14 shares which were then to be sold should take place following the grant of outline planning permission in respect of the development; and it was further provided that £35,000, part of the £67,000 purchase price, would be payable on completion and that the balance of the consideration, £32,000, would become payable upon the acquisition by Trinette Ltd. of the whole of the proposed site or such part of it as would enable Trinette Ltd. to proceed with, and complete, the re-development in accordance with the outline planning consent.

It was then agreed that the balance of £17,500, the other half of the £35,000, should be paid only on obtaining detailed planning consent for the development, so that was a further modification of the sale agreement and, as the judge pointed out in his judgment, nobody could foresee whether the £17,500 which was to be paid on detailed planning permission being obtained would become payable before the £32,000, or whether the £32,000 would become payable before the £17,500.

Accordingly, I do not think that the observations of Goulding J. in the paragraph that have read can be regarded as satisfactory.Goff LJ and Sir David Cairns concurred.