Fraudulent preference in charges and conclusive registration certification determine validity of security and defeat a defective registration challenge.

A charge created pursuant to an antecedent promise to secure a creditor is impeachable as a fraudulent preference where the debtor's dominant intention is to prefer that creditor; on the facts, the security was void against the liquidator except for the part not involving any preference. The challenge to registration also failed because the registrar's certificate was treated as conclusive evidence of compliance with the statutory registration requirements, even though the stated execution date was incorrect. The rectification power was not treated as displacing that protection on the facts, so the registration remained effective.

---

---

Issues: (i) Whether the charges created in favour of the creditor were void as fraudulent preferences. (ii) Whether the charges on two properties were void for defective registration because they were submitted outside the statutory period.

Issue (i): Whether the charges created in favour of the creditor were void as fraudulent preferences.

Analysis: A transaction is impeachable as a fraudulent preference where the debtor's dominant intention in creating the security is to prefer the creditor. An antecedent promise to execute a charge at the creditor's request is a material circumstance from which such an intention may readily be inferred, especially where the wider arrangement shows that performance of the promise is the real object of the security. The relevant inquiry is the debtor's intention, assessed from the arrangement as a whole and the surrounding facts.

Conclusion: The charges, save for the part representing the 400 conceded not to involve any preference, were void against the liquidator as fraudulent preferences.

Issue (ii): Whether the charges on two properties were void for defective registration because they were submitted outside the statutory period.

Analysis: The statutory scheme made the registrar's certificate conclusive evidence that the requirements as to registration had been complied with. That conclusiveness was held to extend to a case where the date of execution was misstated, so that the chargee was protected once the document creating the charge had been certified and registered. The court also declined to treat the rectification power as displacing that result on the facts presented.

Conclusion: The challenge based on defective registration failed, and the registration was treated as effective.

Final Conclusion: The liquidator succeeded on the fraudulent preference ground, but failed on the registration objection, so the relief was granted only in part.

Ratio Decidendi: A charge created pursuant to an antecedent promise to secure a creditor is void as a fraudulent preference where the debtor's dominant intention is to prefer that creditor, and the registrar's certificate is conclusive as to compliance with registration requirements even if the stated date of the charge is incorrect.

---