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 WINDING UP COMPANIES 
 
 RECONSTRUCTION.
 
 
 
 
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 THE 
 
 PRACTICE AND FORMS 
 
 IN 
 
 WINDING UP COMPANIES 
 
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 RECONSTRUCTION. 
 
 BY 
 
 HIS HONOUR JUDGE EMDEN, 
 
 AUTHOR OF "THE LAW RELATING TO BUILDING," 
 'A COMPLETE COLLECTION OF PRACTICE STATUTES," "SHAREHOLDER'S LEGAL GUIDE," ETC. 
 
 FIFTH EDITION. 
 
 WITH CHAPTERS ON REDUCTION OF CAPITAL, ALTERATIONS OF 
 THE MEMORANDUM OF ASSOCIATION, AND DEBENTURE- 
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 T 
 
 LONDON* 
 
 LO»l*«- ,,MITF.D. 

 
 i 
 
 \S 
 
 I 
 
 : 
 
 TO 
 'J' HE HONOUEABLE 
 
 SIR EOLAND VAUGHAN WILLIAMS, K T /, 
 
 ONE OF THE JUSTICES OF HER MAJESTY'S HIGH COURT OF JUSTICE 
 
 AND 
 
 THE FIRST JUDGE OF THAT COURT TO WHOM THE 
 EXERCISE OF THE JURISDICTION UNDER 
 
 THE COMPANIES WINDING-UP ACT, 1890, HAS KEEN ASSIGNED, 
 THE FIFTH EDITION 
 
 OF 
 
 THIS WOKK 
 
 IS, BY HIS LORDSHIP'S PERMISSION, 
 
 3U0pf£i£nll2 £uerribco 
 
 BY THE EDITOR.
 
 PREFACE TO THE FIFTH EDITION. 
 
 The arrangement of former editions has been somewhat 
 modified in the present, to admit the inclusion in the body 
 of the book of the annotated text of the Companies Wind- 
 ing-up Act, and Rules which formed the principal part of 
 the now discontinued Annual Winding-up Practice. The 
 alteration, while reducing the bulk of the book, has per- 
 mitted the introduction of chapters on matters which, 
 although not strictly part of the subject of winding-up, are 
 very nearly akin to it. 
 
 The book is now divided into six parts. 
 
 Part I. treats of matters common to all forms of winding- 
 up, whether by the Court or voluntary. 
 
 Part II. of winding-up by the Court, and consists of the 
 Winding-up Act and Rules annotated. 
 
 Part III. of voluntary winding-up, and winding-up con- 
 tinued under supervision. 
 
 Part IV. of reconstruction, amalgamation, and arrange- 
 ments. 
 
 Part V. of alterations of the Memorandum of Association, 
 including reduction of capital, and the practice under the 
 Memorandum of Association Act, 1890. 
 
 Part VI. of remedies of debenture-holders, and the 
 duties and liabilities of receivers and managers. 
 
 Forms and statutes are contained in the Appendices. 
 
 The editor is responsible for carrying out the arrange- 
 ment of the present edition, and for Parts V. and VI., which
 
 viii Preface to the Fifth Edition. 
 
 are new. Part IV. has been amplified, and additional 
 forms in connection with its subject-matter have been 
 inserted. 
 
 The editor desires to express his thanks to Mr. Henry 
 Johnston, of the Middle Temple, for his valuable co-opera- 
 tion in the whole work; to Mr. John Lithiby, of the 
 Middle Temple, for much useful assistance; and to Mr. 
 Thomas Barnes, of the Companies Winding-up Office, for 
 kindly revising the forms, and for many suggestions with 
 regard to them. 
 
 D. S. 
 
 3, New Square, Lincoln's Ink, 
 February, 1896.
 
 CONTENTS. 
 
 CHAPTER I. 
 
 PAGE 
 
 Preliminary 1 
 
 PART I. 
 
 CHAPTER II. 
 What Companies may he wound up «> 
 
 CHAPTER III. 
 When a Company can be wound up by the Court .... 21 
 
 CHAPTER IV. 
 Who can obtain a Winding-up Order 4-i 
 
 CHAPTER V. 
 
 Actions, Execution, Distress, &c, after Commencement of 
 
 Winding-up 58 
 
 CHAPTER VI. 
 
 Effect of Winding-up on Dispositions of Property ... 77 
 
 CHAPTER VII. 
 
 Proof of Debts 88 
 
 CHAPTER VIII. 
 Contbibutories 125 
 
 CHAPTER IX. 
 Calls in Winding-up ^ 2 
 
 CHAPTER X. 
 
 Compromises • 192 
 
 CHAPTER XI. 
 
 Preliminary Examination of Officials and Others . . .197
 
 x Contents. 
 
 CHAPTER XII. 
 
 PAGB 
 
 Misfeasance or Fraud of Directors and Officers, &c. . . . 207 
 
 CHAPTER XIII. 
 
 Rectification of the Register 227 
 
 CHAPTER XIV. 
 
 Costs in the Winding-up 237 
 
 PART II. 
 
 The Companies (Winding-up) Act, 1890, and the Rules (1890-1895) 263 
 Orders of the Board of Trade and other Regulations . . H88 
 
 PART III. 
 
 CHAPTER I. 
 Voluntary Winding-up 401 
 
 CHAPTER II. 
 
 Winding-up subject to Supervision -419 
 
 PART IV. 
 
 Reconstruction 132 
 
 Amalgamation 443 
 
 Arrangements 446 
 
 PART V. 
 
 Alterations of Memorandum of Association without the Add of 
 
 the Court 455 
 
 Reduction of Capital 456 
 
 Extension of Objects, &c 4G1 
 
 PART VI. 
 
 Remedies of Debenture-holders 4(37 
 
 Duties and Liabilities of Receivers and Managers . . . 476 
 
 APPENDIX I. 
 Forms 485 
 
 APPENDIX II. 
 Statutes 621
 
 TABLE OF CASES. 
 
 A'Beckett, Ex p., 2 Jur. N. S. 684. . 
 
 pp. 91, 120, 183, 250 
 
 Aberavon Tin Plate Co., 57 L. J. Oil. 
 
 761; 59 L. T. 498 426 
 
 Abercorn's (Marquis of) Case, 4 De 
 
 G. F. & J. 78 ; 31 L. J. Ch. 828 ; 
 
 10 W. K. 548 ; 7 L. T. 225 . . .169, 
 
 170 
 Abstainers' Insurance Co. [1891], 2 
 
 Ch. 124; 60 L. J. Ch. 510; 64 
 
 L. T. 256 ; 39 W. K. 574 459 
 
 Accidental and Marine Ins. Co., 5 
 
 Ch. 428 145 
 
 , 36 
 
 L. J. Ch. 75 241 
 
 , Mer- 
 
 cati's Case, 5 Eq. 22 ; 37 L. J. Ch. 
 
 56; 16 W. R 116 ; 17 L. T. 308 . . 
 
 200 
 
 v. Mer- 
 
 cati, 3 Eq. 200 ; 15 W. R. 88 ; 15 
 
 L. T. 347 255 
 
 Accidental Death Ins. Co., 7 C. D. 
 
 568 185, 196, 258 
 
 Adams's Case, 13 Eq. 474 ; 26 L. T. 
 
 124 ; 20 W. R. 356 ; 41 L. J. Ch. 
 
 270 137, 163, 165 
 
 Adamson's Case, 18 Eq. 670 ; 44 L. J. 
 
 Ch. 125 ; 22 W. R. 820. . . .84, 129 
 Adansonia Fibre Co., 9 Ch. 637 n. ; 
 
 43 L. J. Ch. 732 ; 22 W. R. 889 ; 
 
 31 L. T. 9 8, 114,246 
 
 Addinell's Case, 1 Eq. 225; 11 Jur. 
 
 N. S. 965 ; 13 L. T. 456 ; 14 W. R. 
 
 72 166 
 
 Addison's Case, 5 Ch. 294; 18 W. R. 
 
 365; 22 L. T. 692; 39 L. J. Ch. 
 
 558 135, 136, 166, 174, 176 
 
 • , 20 Eq. 620 157 
 
 Addlestone Linoleum Co., 37 C. D 
 
 191; 57 L. J. Ch. 249; 58 L. T. 
 
 428; 36 W.R. 227... 114, 126, 131, 
 
 133, 142, 167 
 
 Adelaide Hotel Co., 34 L. J Ch. 523; 
 
 2 De G. J. & S. 650 ; 11 Jur. N. S. 
 
 498 ; 12 L. T. 480; 13 W. R. 762 . 
 
 167 
 Advance Boiler Co. [1894], 2 Ch. 
 
 349 ; 63 L. Ch. 565; 71 L. T. 15 ; 
 
 42 W. R. 518 ; 1 Mans. 151 .27, 57 
 Agra and Masterman's Bank, 3 Ch. 
 
 758 105, 106 
 
 , 6 Ch. 
 
 206 414 
 
 , 12 Eq. 
 
 509 441 
 
 Agricultural Hotel Co. [1891], 1 Ch. 
 
 396; 60 L. J. Ch. 208; 63 L. T. 
 
 748; 39 W.R. 218 457 
 
 Agriculturist Cattle Ins. Co., 1 Ch. 
 
 161 ; 35 L. J. Ch. 296 ; 12 Jur. 
 
 N. S. 79 ; 14 W. R. 266 ; 14 L. T. 
 
 468 171, 172, 176 
 
 , 1 Ch. 
 
 511; 35 L. J. Ch. 750; 14 W. R. 
 
 954 ; 14 L. T. 841 ; 12 Jur. N. S. 
 
 611 171, 176 
 
 , 3 1 L.J. 
 
 Ch. 861; 10 W. R. 852; 7 L. T. 
 
 142; 8 Jur. N. S. 926 176 
 
 , L. R. 
 
 6 H. L. 37; 42 L. J. Ch. 586; 22 
 
 W. R. 280; 29 L. T. 217 178 
 
 , 5 Ch. 
 
 725 179 
 
 , 10 Ch. 
 
 1; 44 L. J. Ch. 108; 23 W. R. 
 
 219; 31 L. T. 710 185,258 
 
 Akankoo Mining Co., 1 Meg. 43 
 
 450 
 Alabama, New Orleans, &c, Ry. Co. 
 
 [1891], 3 Ch. 213; 60 L. J. Ch. 
 
 221 ; 64 L. T. 127 . . .446, 448, 450 
 Alabaster's Case, 7 Eq. 273; 17 
 
 W. R. 134; 38L.J.Ch. 32.. 168, 
 
 231 
 
 Albert Average Assur. Ass., 5 Ch. 
 
 597 9 
 
 Albert Life Ass. Co., 9 Eq. 706 .. . 108, 
 
 109 
 
 , 6 Ch. 381. . . .192. 
 
 194, 441, 452 
 , 11 Eq. 164. . .445
 
 Xll 
 
 Table of Cases. 
 
 Albion Bank, W. N. (1866), 388; 15 
 W.E. 148 ; 15 L. T. 346 . .239,240 
 
 Albion Life Ass. Soc., 16 C. D. 83 ; 49 
 L. J. Ch. 593; 43 L. T. 523; 29 
 "VV. R. 109 126,161, 183 
 
 , Brown's Case, 
 
 18 C. D. 639 ; 50 L. J. Ch. 714 ; 45 
 L. T. 269; 30 W. R. 30. . .135, 161, 
 
 229 
 
 , Sanders's Case, 
 
 20 C. D. 403; 51 L. J. Ch. 579; 
 
 47 L. T. 112 13;"), 161 
 
 ,Winstone'sCase, 
 
 12 C. D. 239; 48 L. J. Ch. 607 ; 
 
 27 W. R. 752 ; 40 L T. 838. . .126, 
 
 158, 229 
 
 Albion Steel, &c, Co., 7 C. D. 547 . . 
 
 65, 71, 89 
 
 v. Martin, 1 
 
 C D 588 . . . .215 
 
 Aldbortmgh 'iloYei " Co., 4 Ch. ' 184 ; 
 
 17 W. R. 424 ; 38 L. J. Ch. 88 ; 
 
 39 L. J. Ch. 121 166, 167 
 
 Alexander's Case, 15 Sol. J. 788 ... 
 
 148 
 , 9 W. R. 413; 3 
 
 L. T. 883 178 
 
 Alexander v. Simpson 43 C. D. 139 ; 
 
 59 L. J. Ch. 137; 61 L. T. 70S; 
 
 38 W. R. 161 402, 435 
 
 Alexandra Palace Co., 23 C. D. 297 ; 
 
 52 L. J. Ch. 428 ; 31 W. R. 308 ; 
 
 48 L. T. 424 157 
 
 , 21 C. D. 149 ; 
 
 51 L. J. Ch. 655 210, 211, 212 
 
 Alexandra Park Co., 6 Eq. 512 ; 38 
 
 L. J. Ch. 85 245 
 
 Printing Ink Co., 16 
 
 W. R. 456; 18 L. T 18 415 
 
 Alfreton, &c., Soc, 11 W. R. 301; 
 
 7L. T. 817 11,418 
 
 Alison's Case, 9 Ch. 1 232 
 
 Alison, Be, 11 C. D. 284 ... . 114, 474 
 Allen's Executors' Claim, 45 L. J. 
 
 Ch. H66; 34 L. T. 707 117 
 
 Alliance Contract Co., W. N. (1867), 
 
 p. 218 24, 240 
 
 Alliance Marine Co. [1892J, 1 Ch. 
 
 300 ; 61 L. J. Ch. 176 ; 65 L. T. 
 
 554; 40 W. R. 329 462, 463 
 
 Alliauce Soc, 49 L. T. 73. . .411, 415 
 , 28 C. D. 559 ; 52 L. T. 
 
 695 ; 54 L. J. Ch. 540 416 
 
 Allin's Case, 16 Eq. 449; 43 L. J. 
 
 Ch. 116; 21 W. R.900 .. 138, 178 
 
 Allison's Case, 9 Ch. 1 168 
 
 Alloway v. Steere, 10 Q. B. D. 22 ; 
 
 52 L. J. Q. B. 3S ; 47 L. T. 333 ; 
 31 W. R.290 120 
 
 Almada and Tirito Co., 38 C. D. 
 415; 57 L. J. Ch. 706; 59 L. T. 
 159 ; 36 W. R, 592. . .131. 167, 456 
 
 Alsager v. Currie, 12 M. & W. 751 ; 
 
 13 L. J. Ex. 203 120, 121 
 
 Amazon, &c, Co., 8 D. M. & G. 177 ; 
 
 25 L. J. Ch. 722 175 
 
 Ambrose Lake Tin Co., 14 C. I». 
 
 390 210, 214,215, 216 
 
 American Exchange in Europe, 58 
 
 L. J. Ch. 706; 61 L. T. 502; 5 
 
 T. L. R. 721 205 
 
 American Pastoral Co., W. N. (1890), 
 
 62 ; 62 L. T. 625 ; 2 Meg. SO. . .459 
 Ames v. Trustees of Birkenhead 
 
 Docks, 20 Beav. 350 177, 179 
 
 Amicable Ins. Co., 6 Ir. R. Eq. 272 . . 
 
 186 
 
 Anchor Ass. Co., 5 Ch. 381 Ill 
 
 , Ex p., 32 L. J. Ch. 
 
 206; 7 L. T. 595 246 
 
 Anchor Case, 2 J. & H. 40S ; 10 
 
 VV. R. 724 134 
 
 Anderson's Case, 3 Eq. 337 120 
 
 -, 7 C. D. 75. . . 130, 
 
 232 
 
 , 8 Eq. 509 ... . 178 
 
 Andress' Case, 8 C. D. 126; 47 L. J. 
 
 CI). 679 ; 26 W. R. 567 ; 38 L. T. 
 
 266 129, 164 
 
 Andrew r. Swansea, &c, Soc, 50 L. J. 
 
 Q. B. 428 ; 44 L. T. 106 ; 29 W. R. 
 
 3S2 7.6 
 
 Andrews, Ex p., 25 C. D. 505; 53 
 
 L. J. Ch. 411; 50 L. T. 679; 32 
 
 W. R. 650 90 
 
 Andrews' Case, 3 Ch. 161 . . 146, 244 
 Angas's Case, 1 D. G. & S. 560. . . 137, 
 
 151 
 Angerstein, Exp., 9 Ch. 479 ; 43 L. J. 
 
 Bk. 131 ; 30 L. T. 446 ; 22 W. R. 
 
 581 251,292 
 
 Anglesea Colliery Co., 1 Ch. 555; 35 
 
 L. J. Ch. 809 ; 14 W. R. 1004. .52, 
 86, 127, 128, 156, 183,299, 410 
 
 , 2 Eq. 379 
 
 415,416 
 Anglo - African Steamship Co., 32 
 
 C. D. 348 ; 55 L. J. Ch. 579 ; 54 
 
 L. T. 807 ; 34 VV. R. 554 208 
 
 An^lo- Australian Co.,4N.R.48. .115 
 Anglo-Austrian, &c, Co. [1894], 2 Ch. 
 
 622 ; 63 L. J. Ch. 632 ; 71 L. T. 
 
 331 ; 42 W. R. 648 ; 1 Mans. 361 . . 
 
 281, 348 
 
 Anglo-Californian Gold Mining Co., 
 
 10 W. R. 309 36 
 
 ^— v. 
 
 Lewis, 6 H. & N. 174 407 
 
 Anglo-Colonial Syndicate, 65 L. T. 
 
 S47; ST. L. R. 87 130 
 
 Anglo-Danubian Steam Navigation 
 
 Co., 20 Eq. 339 T. .131 
 
 -, 6Eq. 30.. 
 179
 
 Table of Cases. 
 
 xm 
 
 Anglo-Egyptian Navigation Co., 8 
 
 Eq. 660 34, 239, 240 
 
 Anglo-French Co-operative Soc., 21 
 C D. 492 ; 31 W .K. 177 ; 47 L. T. 
 
 638 122, 213, 216, 217, 219 
 
 Anglo-Greek Steam Co., 2 Eq. 1 . .30, 
 
 33, 34, 47, 239 
 
 Anglo-Indian and Colonial, &c, Inst., 
 
 59 L. T. 208; W. N. (1888)211. . 
 
 140, 245 
 
 , 4 T. L. R. 769 . . 
 
 219 
 Anglo-Italian Bank and De Rosaz, 
 
 Be, L. R. 2 Q. B. 452 437 
 
 , Exp., W. N. 1884, 
 
 p. 112 100 
 
 Anglo-Mexican Mint Co., W. N. 
 
 (1875), p. 168 32, 52 
 
 Anglo - Moravian, &c, Ry. Co., 24 
 
 W. R. 122 284 
 
 , 1 C. D. 
 
 130; 45 L. J. Ch. 115; 33 L. T 
 
 650 251,252 
 
 ■ , Dent's 
 
 Case, 8 Ch. 768; 42 L. J. Ch. 
 474, 857 ; 22 W. R. 45 ; 28 L. T. 
 
 888 173 
 
 , Forbes' 
 
 Case, 8 Ch. 768 ; 42 L. J. Ch. 857 . 
 
 169, 170 
 
 Anglo-Romano Co., 5 Ch. 437 . . . 427 
 
 Ando - Sardinian Antimony Co., 
 
 W. N. (1894), p. 156 62, 281 
 
 Angus v. Clifford [1891], 2 Ch. 449; 
 60 L. J. Ch. 443; 65 L. T. 274 • 
 
 39 W. R. 498 223 
 
 Appletreewick Lead Mining Co., 18 
 
 Eq. 95 130 
 
 Appleyard, Ex p., 18 C. D. 587. .114, 
 
 116, 129, 133, 142 
 
 Apps, Ex p., 18 L. J. Ch. 409 . . .174 
 
 Archer's Case [1892], 1 Ch. 332; 61 
 
 L. J. Ch. 129; 65 L. T. 800; 40 
 
 W.R.212 211,217, 219 
 
 Arden, Be, 14 Q. B. D. 121 ; 51 L. T 
 
 712; 34 W. R. 460 300 
 
 Argentine Loan, &c, Co., 36 Sol. J 
 
 541 327 
 
 Argus Life Ass. Co., 39 C. D. 571 • 
 
 59 L. T. 689 446 
 
 Argyle Coal, &c, Co., 54 L. T. 233. . 
 
 163, 173, 175 
 
 Arkwright v. Newbold, 17 C. D 301 • 
 
 50 L. J. Ch. 372 ; 29 W. R. 455 •' 
 
 44 L.T. 393. .181, 222, 223, 224, 232 
 
 Armstrong, Ex p., 1 D. G. & S. 565. . 
 
 148, 149, 179 
 
 , Be [1892], 1 Q. B. 
 
 327 ; 65 L. T. 464 ; 40 W. R 159 • 
 
 7T. L R. 749 202 
 
 Armstrong v. Burnett, 20 Beav. 424. 
 
 149 
 
 Arnison v. Smith, 41 C. D. 348 ; 61 
 
 L. T. 63 ; 37 W. R. 739 ; 5 T. L. R. 
 
 413 222,224,225 
 
 Arnold, Ex p., 3 C. D. 70 ; 45 L. J 
 
 Bk. 130 ; 35 L. T. 21 ; 24 W R 
 
 977 89 
 
 Arnot's Case, 36 C. D. 702 ; 57 L J 
 
 Ch. 195 ; 57 L. T. 353 ... 129, 133, 
 
 143, 164, 165, 167 
 
 Arthur Average Ass., 3 C. D. 522. .9, 
 
 116, 186, 239 
 
 , Ex. p. Hargrove, 
 
 10 Ch. 542 8, 10, 116.246 
 
 Artistic Colour Printing Co., 14 C. D 
 
 502 63 
 
 , Ex p. 
 
 Fourdrinier, 21 C. D. 510 ; 31 W. R. 
 
 149; 48 L. T. 46 67 
 
 Ashbury, Ex v., 5 Eq. 223 411 
 
 v. Watson, 30 C. D. 376 ; 54 
 
 L. J. Ch. 985; 33 W. R. 882 . .136 
 Ashley's Case, 9 Eq. 263 ; 39 L. J. 
 
 Ch. 354 ; 18 W. R. 395; 22 L. T. 
 
 83 142,175 
 
 Ashworth, Ex p., 18 Eq. 705 99 
 
 Asiatic Banking Corp., 9 Eq. 236; 
 
 18 W. R. 245; 21 L. T. 350; 39 
 L. J. Ch. 59 171,176 
 
 , 5 Ch. 298 ; 
 
 39 L. J. Ch. 461 ; 18 W. R. 366 ; 
 
 22 L. T. 217 ; 39 L. J. Ch. 461 . . 172 
 , 4 Ch. 252 ; 
 
 19 L. T. 805 ; 17 W. R. 359 .. . 174 
 Askew's Case, 9 Ch. 664 231, 232, 
 
 235 
 Asphaltic Wood Pavement Co., Lee 
 
 and Chapman's Case, 30 C. D. 216 ; 
 
 54 L. J. Ch. 460 ; 53 L. T. 65 ; 33 
 
 W. R. 513. . . .61, 77, 95, 110, 122, 
 
 123 
 Aston, Ex p., 27 Beav. 474. .200, 202 
 Athenaeum Life Ass. Soc, Johus. 
 
 451; 28 L. J. Ch. 325; 7 W. R. 
 
 214 ; 5 Jur. N. S. 216 ; 32 L. T. 
 
 310 175 
 
 v. Pooley, 3 
 
 De G. & J. 294 104 
 
 Atkins' Estate, 1 C. D. 82 55 
 
 Att.-Gen. v. Leonard, 38 C. D. 622; 
 
 57 L. J. Ch. 860 ; 59 L. T. 624 ; 37 
 
 W. R.24 73 
 
 v. Ray, 9 Ch. 307, 402 n. ; 
 
 43 L. J. Ch. 321, 478 ; 30 L. T. 
 
 373 223 
 
 v. Wilson, Cr. & Ph. 1. .224 
 
 Attwood v. Small, 6 CI. & F. 395 . . . 
 
 223, 224 
 
 Audain's Case, 42 C. D. 1 ; 59 L. J. 
 
 Ch. 847 ; 60 L. T . 684; 37 W. R. 
 
 674; 5 T. L. R. 369 167, 174 
 
 Audley Hall Cotton Spinning Co., 6 
 
 Eq. 245 ; 37 L. J. Ch. 904 . . 244, 251
 
 XIV 
 
 Table of Cases. 
 
 Austin's Case, 24 L. T. 932 137 
 
 , 2 Eq. 435 169 
 
 Australian Investment Co., Ex p., 
 
 58 L. T. 878; W. N. (1888) G2. .58 
 Navigation Co., 20 Eq. 
 
 325 GO, 66, 103 
 
 Steam Navigation Co., 
 
 5 CD. 70 109, 170 
 
 United Gold Mining Co., 
 
 W. N. (1877)37 410 
 
 Australasian Alkaline Co., W. N. 
 
 (1891)209 331 
 
 B. 
 
 Badman & Bosanquet's Case, 45 C. D. 
 
 29; 02 L. T. 179; 39 W. R. 25. . L65 
 Banian Hall Colliery Co.. 5 Ch. 340; 
 
 39 L. J. Ch. 591; 18 W. R. 499; 
 
 23 L. T. 00 127, 173 
 
 Bagnall & Co., 32 L. T. 536 .... 181 
 Bagnall v. Carlton, C. D. 371 ; 47 
 
 L. J. Ch.30; 37 L. T. 485.... 112, 
 
 180, is | 
 
 Bagshaw, Ex p., 13 C. D. 304 ; 41 
 
 L. T. 713; 28 W. R. 403 90 
 
 , 4 Eq. 341 1 !.". 
 
 Bailey and Leethaui's Case, 8 Eq. 
 
 94 66,75,246,254 
 
 , Ex p., 20 L. J. Ch. 145; 
 
 15 Jur. 29 171 
 
 Bailey v. Badham, 30 C. D. 84 . . .70 
 Baily, Ex p., 3 Ch. 592; 10 W. R. 
 
 1093; 19 L. T. 58; 37 L. J. Ch. 
 
 070 17o, -J::n 
 
 Bainbridge v. Smith, 41 C. D. 462 ; 
 
 60 L. T. 879 ; 37 W. R. 375 ... 170 
 Baiues, Ex p. [1892], 2 Ch. 457 ; 01 
 
 L. J. Ch. 712; 67 L. T. 293; 40 
 
 W. R. 591.. 121, 310, 355, 357, 358, 
 
 384 
 
 Baird's Case, 5 Ch. 725 147, 179 
 
 Baker, Ex p., 4 C. D. 795 ; 46 L. J. 
 
 Bk. 60; 30 L. T. 339; 25 W. R. 
 
 454 90 
 
 Baker, Tuckers & Co., W. N. (1S94), 
 
 p. 33 26 
 
 Baker's Case, 7 Ch. 115 104 
 
 Balkis Consolidated Co. v. Tonikin- 
 
 son [1893], A. C. 396; 09 L. T. 
 
 598 ; 42 W. R. 204 134, 179 
 
 188S, 3; 5S L. T. 300;'36W.R. 
 
 392 . . 180 
 
 Ball, Expl'i'oC. D. 007;' 48 L. J. 
 
 Bk. 57 ; 40 L. T. 141 ; 27 W. R. 
 
 563 ....90 
 
 , 10 Ch. 48 180 
 
 Ballina Light Ry. Co., 21 L. R. Ir. 
 
 497 10S 
 
 Bangor Slate Co., 20 Eq. 59. .80, 156 
 
 Bank of Gibraltar ami Malta, 1 
 Ch. 69... 40, 41, 2(i7, 210, H5, 122 
 
 Bank of Hindustan, 9 Ch. 1 138 
 
 r. Alison, 1.. It. 
 
 6C. P. 222; 40 L. J. C.P. 117: 2:; 
 L. T. 854 168, Ho 
 
 , Anderson's I 
 
 8Eq. 509 I7n 
 
 v. Eastern Finan- 
 cial Ass., L. R. 2 P. C. 489 ; 20 
 L. T. 889; 17 W. R. 554 193 
 
 , Harrison's Case, 
 
 6 Ch. 286; 21 1.. T. 69] ; L9W.B. 
 572; 40 L.J. Ch. 333 177, 180 
 
 , Kintrea, Ex j>, 
 
 5 Ch. 95; 39 L. J. Ch. 193; is 
 W. R. 197; 21 L. T. 688 178 
 
 , Los, Ex p., 34 
 
 L. J. Ch. 609; 12 L T. 690 j 11 
 Jur. N. S. 001 22'.', i:;7 
 
 , Mitchell's t ase, 
 
 5 Ch. 400; 39 L. J. Ch. 530; is 
 W. R. 502 150 
 
 Bank of London, Exp., 17 W. R. 
 634 Ill 
 
 Bank of London, In.-. Ass., Ch. 
 421 .;. s, 17 
 
 r. T\ mil. in H. L. 
 
 C. 20 215 
 
 Bank of South Australia (1) [I - 
 3Ch. 722; 04 L. J. Ch. 44,144 .. 
 
 49 
 
 (2) [1895], 
 
 1 Ch. 578 ; 64 L. J. Ch. 307 ; 72 
 
 L. T. 273 ; 43 W. R. 359. .4:», 440, 
 
 441, 442 
 
 Bank of Switzerland v. Bank of 
 Turkey, 5 L. T. 549 23 
 
 Bannatyne r. Direct Spanish Cable, 
 34 C. D. 287; 35 W. R. 125; 55 
 L. T. 710 ; 56 L. J. Ch. 107. . .459 
 
 Banner v. Johustone, L. R. 5 H. L. 
 157 loo 
 
 , Ex p., 9 Ch. 379 !•:* 
 
 , 2 C. D. 278 ; 45 L. J. Bk. 7.) ; 
 
 24 W. R. 470 ; 34 L. T. 199 . .102 
 
 ,17 CD. 48o H7 
 
 Barangah Oil Refining Co., 30 C D. 
 
 702; 57 L. J. Ch. 195; 57 L. T. 
 
 353 . . .127, 128, 12!>, 131, 133, 104 
 
 Barber & Co., 9 Eq. 725 110 
 
 , Ex p., 20 L. J. Ch. 146 ; 15 
 
 Jur. 51 165 
 
 Barber's Case, 5 C D. 963; 20 
 
 W. R.3 169, L70, 171 
 
 Barclay's Case, 26 Beav. 177; 27 
 
 L. J." Ch. 004. . .0. Hi, 18, 175, 180 
 Bargate v. Shortrid^e, 5H.L.C. 297 ; 
 
 25 L. T. 204; 3 VV. R 423; 2S 
 L.J. Ch. 457 177 
 
 Barge's Case, 5 Eq. 420 79, 81
 
 Table of Cases. 
 
 xv 
 
 Baring v. Dix, 1 Cox, 213 .. . .31, 33 
 Barnard, Ex p., 46 L. T. 824 .. . 100 
 Bamed's Banking Co., Ex p. Bank 
 
 of England, 17 W. R. 634 ... .114 
 , Deluoar's Cage, 
 
 38 L. J. Ch. 85 ; 17 W. E. 21 ; 19 
 
 L. T. 304 172 
 
 Barned's Banking Co., Forwood's 
 
 Claim, 5 Ch. 18 100 
 
 , Ex p. Joint 
 
 Stock Discount Co., 10 Ch. 198 . . 
 
 103 
 , Ex p. Leech, 
 
 6 Ch. 388 ; 40 L. J. Ch. 590. . .253 
 , Peel's Case, 
 
 2 Ch. 674 ; 36 L. J. Ch. 757 ; 15 
 W. R. 1100 ; 16 L. T. 780. . 174, 175 
 
 , 1 4 W. R. 722 . 
 
 37, 38, 423 
 
 , 3 Ch. 105; 
 
 17 L. T. 269; 16 W. R. 193; 37 
 L. J.Ch.81 140, 179 
 
 , 2Ch. 350 .. 
 
 200 
 
 , 36 L. J. Ch. 
 
 215 182 
 
 Barnett, Ex p., 9 Ch. 293 123 
 
 . v . King [1891], 1 Ch. 4 ; 60 
 
 L. J. Ch. 148 ; 63 L. T. 501 ; 39 
 W. R. 39 ; 7 Mor. 267 300 
 
 Barnett's Case, 18 Eq. 507 ; 30 L. T. 
 682 ; 22 W. R. 891 165 
 
 , 19 Eq. 449 189 
 
 Barrett's Case, 4 D. G. J. & S. 756. . 
 
 121 
 
 , 4 D. G. J. & S. 416 ; 
 
 13 W. R. 559; 12 L. T. 193; 10 
 
 Jur. N. S. 711 ; 4 N. R. 308 ... 153, 
 
 162, 164, 165 
 
 , 2 Dr. & Sm. ; 415 
 
 3 DeG. J. &S. 30 166, 167 
 
 Barrow's Case, 14 C. D. 432 ; 42 L. T. 
 
 S91 ; 49 L. J. Ch. 498 . . .129, 133, 
 
 170 
 
 — : , 3 Ch. 784 185 
 
 Barrow-in-Furness, &c, Co., 14 C. D. 
 
 400 128,129 
 
 Barrow Hematite Co., 39 C. D. 582 ; 
 
 58 L. J. Ch. 148 ; 59 L. T. 500 ; 
 
 37 W. R. 249 459 
 
 Barry v. Crosskey, 2 J. & H. 1 . .223 
 Bartlett v. West Metropolitan Trams 
 
 [1893], 3 Ch. 437 [1894] ; 2 Ch. 
 
 256 ; 63 L. J. Ch. 519 ; 70 L. T. 
 
 491; 42 W. R. 500 472 
 
 Bartlett's Case, 17 W. R. 131 ; 19 L. T. 
 
 628 169 
 
 v. Northumberland Avenue 
 
 Hotel Co., 53 L. T. 611 472 
 
 Barton, tx p., 28 L. J. Ch. 637 ; 4 De 
 
 G. & J. 46; 33 L. T. O. S. 99; 
 
 5 Jur. N.S. 420 172 
 
 Barton's Case, 4 Drew. 535 ; 5 D. G. & 
 
 J. 46 136 
 
 Barton-upon-Humber Waterworks 
 
 Co., 42 C D. 585 ; 58 L. J. Ch. 
 
 613 ; 63 L. T. 803 ; 38 W. R. 8 
 
 5, 10, 56 
 Barwick v. English Joint Stock Bank, 
 
 L. R. 2 Ex. 259 ; 36 L. J. Ex. 147 ; 
 
 15 W. R. 877 ; 16 L. T. 461. . .224 
 Basingstoke Canal Co., 14 W. R. 956 
 
 10 
 Bassett's Plaster Co. [1894], 2 Q. B. 
 
 96 ; 63 L. J. Q. B. 518 ; 70 L. T. 
 
 658; 42 W. R. 410 265,319 
 
 Bastow & Co., 4 Eq. 681 . .62, 63, 65 
 Basye Mining Co., 43 L. T. 85. .439, 
 
 440 
 Bateman, Ex p., 15 W. R. US, 245 ; 
 
 15 L. T. 495 60, 199 
 
 v. Ball, 56 L. J. Q. B. 291 . . 
 
 406 
 
 v. Service, 6 A. C. 386 
 
 17 
 Bates, Exp.,11 CD. 914; 48L.J.Bk. 
 
 113; 41 L. T.263; 27 W. R.927.. 
 
 90 
 
 , 22 L. T. 430 120 
 
 Batey, Re, 14 C. D. 579 ; 43 L. T. 
 
 264 90 
 
 Bath, Ex p., 27 C. D. 509 ; 51 L. T. 
 
 520; 32 W. R. 808 90 
 
 Bath's Case, 11 CD. 386; 48 L. J. 
 
 Ch. 411 ; 40 L. T. 453; 27 W. E. 
 
 653 126,146, 161 
 
 , 8 C D. 334; 11 C D. 
 
 386 136, 137, 192 
 
 Batten v. Wedgwood Coal Co., 28 CD. 
 
 317; 54 L. J. Ch. 686; 52 L. T. 
 
 212 ; 33 W. R. 303 248, 253 
 
 Battie's Case, 18 W. R. 620 ; 39 L. J. 
 
 Ch. 391 ; 22 L. T. 464 ... . 178, 179 
 Bayley and Hanbury's Cases, 39 CD. 
 
 190; 57 L. J. Ch. 843; 59 L. T. 
 
 109; 36 W. R. 673. .128, 131, 133, 
 
 179 
 
 Baylis, Ex p., 2 Eq. 521 27, 239 
 
 Beattie v. Lord Ebury, L. R. 7 H. L. 
 
 102; 44 L. J. Ch. 20; 22 W. R. 
 
 897; 30 L. T. 581 223 
 
 Beaujolais Wine Co., 3 Ch. 15 . . .41. 
 
 401, 415. 419, 422 
 
 Beck's Case, 9 Ch. 392; 30 L. T. 
 
 346 ; 22 W. R. 460; 43 L. J. Ch. 
 
 531 167,168,231,245 
 
 Belfast, &c, Brewery Co., 7 Ir. R. 
 
 Eq. 441 60 
 
 Belhaven's (Lord) Case, 3 D. G. & S. / 
 
 41 ; 12 L. T. 324 136 jrWio- *r ^A 
 
 Bell's Case, 9 Eq. 706 108 X ^H^aA 
 
 , 4 A. C 547 135\ /( ?/7 A 
 
 Bellairs v. Tucker, 13 Q. B. D. 562 . . ^ Y V*(f^ '"Vc 
 222, 223, 224, 232
 
 XVI 
 
 Table of Cases. 
 
 Belle Vue Freehold Lund Soc, 26 
 
 Sol rs. Jour. 671 9 
 
 Bell Lung's Case, 4 A. C. 547. . .lf>2, 
 
 154 
 Ben ham's Case, 11 Jur. N. S. 381 
 
 229 
 
 Bennett's Case, 5 D. M. & G. 284 . . . 
 
 136, 229 
 
 Bennett v. Cosgriff, 38 L. T. 177 . . . 
 
 165 
 Bentham Mills Spiuniug Co., 11 
 
 C. D. 900 ; 41 L. T. 10 ; 28 W. B . 
 
 26; 48 L. J. Ch. 671 177 
 
 Bentinck v. Fenn, 12 A. C. 652; 57 
 
 L. J. Ch. 552; 57 L. T. 773; 36 
 
 W. R. 641.. 169, 208,210,211,214, 
 
 215 
 Bentley, Ex p., 12 C. D. 850; 49 
 
 L.J. Ch. 240; 28 W. R. 105; 41 
 
 L. T. 500 128, 129,249 
 
 Beresford's Case. 3 De G. & S. 175; 
 
 19 L. J. Ch. 166, 332; 2 M. & G. 
 
 197 171, 172 
 
 Berlin Great Market Co., 19 W. It. 
 
 793 ; 24 L. T. 773 34, 52, 243 
 
 Bernard's Case, 5 D. G. & S. 283 ; 
 
 21 L.J. Ch. 468 178 
 
 Bertram, &c„ Co. [1892], 3 Ch. 332 ; 
 
 40 W. R. 689 ; S T. L. R. 770. .277 
 Bessemer Steel Co., 1 C. D. 251 ; 24 
 
 VV. R. 94 ; 33 L. T. 631 448 
 
 Best's Case, 34 L. J. Ch. 523 ; 2 De 
 
 G. J. & S. 650 ; 11 Jur. N. S. 498 ; 
 
 12 L. T. 480 ; 13 W. R. 762 . . .167 
 
 Betzold, Re, 37 Sol. J. 65 333 
 
 Beulah Park Estate Co., 15 Eq. 43. . 
 
 98 
 Bidwell Bros., Be [1893], 1 Ch. 603 ; 
 
 62 L. J. Ch. 549; 68 L. T. 342; 
 
 41 W. R. 363 362, 402, 403 
 
 Biederman v. Stone, L. R. 2 C. P. 
 
 504 405 
 
 Bigg's Case, 1 Eq. 309 ; 35 L. J. Ch. 
 
 216; 14 W. R. 244; 13 L. T. 627; 
 
 12 Jur. S9 137,171 
 
 Birch v. Cropper, 14 A. C. 525; 59 
 
 L. J. Ch. 122 ; 61 L. T. 621 . . .87, 
 
 125, 156 
 
 Bird's Case, 4 D. J. & S. 200 ; 9 
 
 L. T. 669; 33 L. J. B. 49; 12 
 
 "W. R. 321 ; 10 Jur. N. S. 529. .162 
 Bird, Re, 23 C. D. 695 ; 52 L. J. Ch. 
 
 903 ; 49 L. T. 278 ; 32 W. R. 177. . 
 
 83 
 
 v. Bass, 6 M. & Gr. 143 89 
 
 v. Bird's Sewage Co., 9 Ch. 35. . 
 
 438, 439 
 Birkbeck Ass. Co., 13 W. R. 380; 
 
 11L.T.691; 2 Dr. & Sm. 321.. 244 
 Birkdale Steam Co. [1893], 2 Q. B. 
 
 388 ; 63 L. J. Q. B. 20 ; 42 W. R. 
 
 144; 9T. L. R. 650 276 
 
 Birmingham Banking Co., 6 Ch. 83 ; 
 
 36 L. J. Ch. 150 83, 86 
 
 , Ex p., :; 
 
 Ch. 651 114,414 
 
 Birmingham v. Sheridan, 33 Beav. 
 
 660; 33 L.J. Ch. 571 ; 12 W. B. 
 
 658 ; 10 L. T. 256 177 
 
 Bishop v. Balkis Consolidated Co., 
 
 25 Q. B. D. 512; 63 L. T. 601 ... 
 134, 179, 222 
 
 Bishop v. Scott, 7 L. T. 570 160 
 
 Bishop's Case, 7 Ch. 296 n 17'.) 
 
 Black & Co.'s Case, 8 Ch. 254. . .104, 
 
 141, 189, 230, 111 
 
 Blackburn, &c, Building S ic, W, \. 
 
 (1886)22 97 
 
 , 42 Ch. I). 343; 59 L. J. 
 
 Ch. 183; 61 L. T. 745; 38 W. B. 
 
 178 .69, 1 16 
 
 Blackburn's Case, 8 D. M. & G. 177 ; 
 
 25 L. J. Ch.722 L75 
 
 Blakeley v. Dent, 15 W. B. 663. . .60 
 
 Blakely" Ordnance Co., 8 Eq. 244 . . . 
 
 98, 103 
 
 , 3 Ch. 412 
 
 97 
 
 , 3 Ch. 154 . . 
 
 105 
 , Lumsdcn's 
 
 Case, 4 Ch. 31; 17 W. R. 65; 19 
 
 W. R. 437 172 
 
 , Need ham's 
 
 Case, 4 Eq. 135 ; 36 L. J. Ch. 665; 
 
 16 L. T. 472 171 
 
 Blakemore, Ex p., 5 C. D. 372 ; 46 
 
 L. J. Bk. 118; 36 L. T. 783; 25 
 
 W. R. 488 90 
 
 Blaker v. Herts Waterworks Co., 41 
 
 C. D. 399 ; 58 L. J. Ch. 497 ; 60 
 
 L. T. 776; 37 W. R. 601 . . 11, 472 
 Blauchett, Exp., 17 Q. B. D. 303 ; 34 
 
 W. R. 538 ; 55 L. J. Q. B. 327 . .48 
 Bland's Case [1893], 2 Ch. 612 ; 62 
 
 L. J. Ch. 975; 69 L. T. 700. . .132, 
 
 164 
 Blazer Fire Lighter, Ld. [1895], 1 
 
 Ch. 402 ; 64 L. J. Ch. 161 ; 71 
 
 L. T. 665 ; 43 W. R. 364 72 
 
 Blood, Ex p., 9 Eq. 316 Ill 
 
 Bloxam's Case, 33 Beav. 539; 10 
 
 L. T. 320 ; 12 W. R. 995 ; 33 L. J. 
 
 Ch. 519 ; 4 N. R. 416. . . 165 
 
 , 36 L. J. Ch. 687 . . 
 
 198, 200 
 Bloxwich Iron Co., 3S Sol. J. 546. .273 
 Bluck, Ex p., 57 L. J. Q. B. 607 ; 57 
 
 L. T. 419; 35 W. R. 720; 4 Mor. 
 
 273 374 
 
 Blundell, Re, 44 C. D. 1 248 
 
 Blvth's Case, 4 C. D. 140 ; 25 W. R. 
 
 200; 36 L. T. 123 ...131, 133. 164 
 Borland, Ex p., 8 C. D. 225 ; 47 L. J.
 
 Table of Cases. 
 
 xvii 
 
 Bk. 52 ; 38 L. T. 362 ; 26 W. R. 
 512 120 
 
 Bolognesi's Case, 5 Ch. 567 . .80, 116, 
 
 414 
 Bolton Benefit Society, 12 C. D. 679 ; 
 
 49 L. J. Ch. 39 ; 28 W. R. 164. .6, 
 
 9, 13, 35, 52 
 
 Bolton Partners v. Lambert, 41 CD. 
 
 295; 60 L. T. 687 165 
 
 Bonelli's Electric Telegraph Co., 18 
 
 Eq. 656 253 
 
 Booth v. Hutchinson, 15 Eq. 30. .122 
 Bosworthen Mining Co., 6 Ch. 48; 
 
 40 L. J. Ch. 133 173 
 
 Ch. 612 .'...240,' 244 
 
 Bottomley's Case, 16 C. D. 681 ..137 
 
 Bouchard, Ex p., 12 C. D. 26 99 
 
 Bound Co., W. N. (1893) 21 . . . .269, 
 
 271,272 
 
 Bowes v. Hope Ins. Soc, 11 H. L. C. 
 
 389; 35 L. J. Ch. 574; 11 Jur. 
 
 N. S. 643 6, 28,45, 117 
 
 Bowling and Welby's contract, Re 
 
 [1895], 1 Ch. 663; 64 L. J. Ch. 
 
 427 ; 72 L. T. 411 ; 43 W. R. 216 . 
 
 5, 6, 186 
 
 Bowron, Baily, & Co., 3 Ch. 592; 16 
 
 W. R. 1093 ; 19 L. T. 58 ; 37 L. J. 
 
 Ch. 670 164, 175 
 
 Boyle's Case, 54 L. J. Ch. 550; 33 
 
 W. R. 450; 52 L. T. 501 175 
 
 Boyle v. Bettws Colliery Co., 2 C. D. 
 
 726; 34 L. T. 844; 45 L. J. Ch. 
 
 748 472 
 
 Brabant, Re, Sol. J. 1879, p. 779. .115, 
 
 259 
 Brabourne v. Anglo- Austrian, &c, Co. 
 
 [1895], 2 Ch. 891 . . .237, 248, 323, 
 
 475 
 Bradford Banking Co. v. Briggs, 12 
 
 A. C. 29 174 
 
 Bradford Navigation Co., 10 Eq. 331 ; 
 
 5 Ch. 600 10,34, 56 
 
 Bradford Tramways Co. [1893], 3 
 
 Ch. 463; 62 L. J. Ch. 668; 69 
 
 L. T. 131 118 
 
 Bradshaw, Ex p., 15 C. D. 465 . . .42, 
 
 106, 404 
 
 Brampton, &c, Ry. Co., 10 Ch. 177. . 
 
 95, 115 
 
 , 11 Eq. 428. . 
 
 205, 247 
 Brandon v. Brandon, 5 Madd. 473 . . 
 
 479 
 Branksea Island Co., 1 Megone 12 ; 
 
 4T. L. R. 449 129,189 
 
 Branwhite, Ex p., 48 L. J. Ch. 463 ; 
 
 27 W. R. 646 ; 40 L. T. 652. . .188 
 Brasnett's Case, 32 W. R. 1010 ; 51 
 
 L. T. 318 ; 34 W. R. 206 ; 53 L. T. 
 
 569 188 
 
 E.W. 
 
 Bread Supply Ass., W. N. (1893) 14 . 
 
 168 
 Breckenridge's Case, 2 H. & M. 642 . 
 
 228 
 Breech-loading Armoury Co., 4 Eq 
 
 453; 15 W. R. 1057 204 
 
 Brentford, &c, Tramways Co., 26 
 
 C. D. 527 ; 53 L. J. Ch. 624 ; 50 
 
 L. T. 580 ; 32 W. R. 895 . . 7, 10, 56 
 
 Brentwood Brick, &c, Co., 4 C. D. 
 
 562 79, 103 
 
 Brett and Morris's Case, 7 Ch. 200 ; 
 
 8Ch.800 145 
 
 Brett's Case, 6 Ch. 800 ; 8 Ch. 800. . 
 145, 147 
 
 , 25 C. D. 283 ; 53 L. J. 
 
 Ch. 343 ; 32 W. R. 334 ; 49 L. T. 
 
 479 171,173 
 
 Brett, Ex p., 6 Ch. 838 99 
 
 Brewery Assets Co. [1894], 3 Ch. 272; 
 63 L. J. Ch. 635 ; 71 L. T. 328 ; 
 
 43 W. R. 73 166 
 
 Brickwood, Re, 2 Rose, 182 ; 2 CI. & 
 
 J. 404; 19 Ves. 344 102 
 
 Bridger and Neill's Case, 4 Ch. 266 . 
 
 144 
 
 Bridger's Case, 4 Ch. 266 ; 38 L. J. 
 
 Ch. 201; 17 W. R. 216; 19 L. T. 624. 
 
 137, 166, 171 
 
 , 5 Ch. 305 ; 22 L. T. 
 
 737 ; 18 W. R. 412 ; 39 L. J. Ch. 478 . 
 
 167 
 Bridgewater Engineering Co., 12 C. D. 
 
 181 67, 68, 69 
 
 Bridgewater Navigation Co., 14 A. C. 
 
 525 ; 59 L. J. Ch. 122 ; 61 L. T. 621 . 
 
 87, 125, 156 
 
 [1891], 2 Ch. 
 
 317; 60 L. J.Ch.415; 64L.T.576; 
 
 7T. L. R. 360 156 
 
 Bridport Old Brewery Co., 2 Ch. 191 . 
 
 42, 402, 403, 407, 420 
 
 Brigg's Case, 1 Eq. 483 ; 35 L. J. Ch. 
 
 320; 14 L. T. 29 175, 232 
 
 Bright v. Hutton, 3 H. L. C. 341 .. . 
 
 126 
 Brighton Arcade Co. v. Dowlins', L. R. 
 
 3 C. P. 175 189, 190, 228, 409, 
 
 410, 411 
 
 Brighton Club, &c, Co., 35 Beav. 
 
 204; 12 L. T. 884 ; 13 W. R. 733 . 
 
 25,26 
 
 Brighton Hotel Co., 6 Eq. 339. . . .24, 
 
 35,47 
 
 Bristol Athenseum. 43 C D. 236 ; 59 
 
 L. J. Ch. 46; 61 L. T. 795; 38 
 
 W. R. 396 . . ..7 9 
 
 Bristol Joint Stock Bank, 44 C. D. 
 
 70 ;; 59 L. J. Ch. 722; 38 W. R. 
 
 574 ; 62 L. T. 745 31 
 
 Bristol Soap, &c, Co., W. N. (1869) 
 
 87 425 
 
 b
 
 XVI 11 
 
 Table of Cases. 
 
 Bristol Victoria Tottery Co., W. N. 
 
 (1872)85 425 
 
 Britannia Fire Ass. [1891], 1 Ch. 202 ; 
 
 63 L. T. 480; 39 W. R. 328 . .143, 
 
 162, 166 
 
 British Alliance Ass. Corp., 9 C. D. 
 
 635 16, 17,30,38,55 
 
 British and American Co. v. Couper 
 
 [1894]. A. C. 899 ; 63 L. J. Ch. 425 ; 
 
 70 L. T. 882 ; 42 VV. R. 652 . . 457, 459 
 British mid American Steam Co., 16 
 
 Beav. 262 175 
 
 , 16 Beav. 383; 
 
 1 W. R. 106; 20 L. T. 197 . ..175 
 British and Foreign Gas Co., 13 W. R. 
 
 649 ; 12 L. T. 368 ; 11 Jur. 559 . . 
 
 24, 243 
 
 British Burmah Lead Co., 56 L. T. 
 
 815 223,228,232 
 
 British Columbia, &c, Saw Mill Co., 
 
 25 L. T. 653 94 
 
 British Colonial, &c, Ins. Ass., 45 
 
 L.J. Ch. 488 168 
 
 British Empire Match Co., 59 L. T. 
 
 813 165 
 
 British Envelope Manufacturing Co., 
 
 W. N. (1884)84. .193, 407, 409, 415 
 British Farmers' Linseed Cake Co., 
 
 7 C. D. 533; 47 L. J. Ch. 415; 26 
 
 W. R. 384; 38 L. T. 45 . .128, 179 
 British Flax Producers Co., 60 L. T 
 
 215; W.N.(1889),7;5T.L.R. 1 7. 
 
 403 
 
 British Guardian Co., 14 C. D. 335. . 
 
 207, 208, 209, 213, 214 
 
 , W. N. (1880) 63. 
 
 209 
 British Ass. Soc, 24 W. R. 637 . 240 
 British Imperial Ass. Co., TV. N. 
 
 (1875), p. 1S4; 47 L. J. Ch 318 . . 
 
 16, 54, 109 
 
 British Linen Co. v. South American, 
 
 &c, Co. [1894], 1 Ch. 108 ; 63 L. J. 
 
 Ch. 169;69L.T.693;42W R. 181. 
 
 270. 472 
 
 British Mutual Banking Co. v. Charn- 
 
 wood Forest Ry. Co., 18 Q. B. D. 
 
 714 222 
 
 British Nation Ass., 27 W. R. 443 . . 
 109, 408 
 
 . 8 Ch. D. 679 . . 
 
 153, 154, 158, 408 
 
 , 14 Eq. 492. . . . 
 
 246, 40S 
 British Nation Indemnitv Claims, 
 
 Eur. Arb. L. T. 4; Reillv, 3 . .256 
 
 Britisli Oil Co., 15 L. T. 601 29 
 
 British Provident Ass. Co., 1 Dr. & 
 
 S. 113; 12W.R.701; 10 L. T. 326. 
 
 23, 111 
 
 , 1 De G. 
 
 J. & S. 488; 32 L. J. Ch. 326. .177 
 
 British Life, &c, Ass., 5 C. D. 306; 
 
 46 L.J. Ch. 360; 36 L. T. 329; 25 
 
 W. R. 476 169, 170 
 
 British Seamless Box Co., 17 C. D. 
 
 467 210. 218 
 
 British Waggon Co. v. Lea, 5 Q. B. D. 
 
 149 110,405 
 
 British Water Gas Syndic tte v. Notts, 
 
 &c, Co , 1 Meg. 427 ; W. N. (1889) 
 
 204; 6T. L. R. 44 403 
 
 Briton Life Ass., 35 W. R. 803; 56 
 
 L. J. Ch. 988 ; W. N. (1*87) 22 . . 
 
 445 
 Briton Medical, &c, Soc, 32 C. D. 
 
 503; 54 L. T. 152; 34 W. R. 39(1 ; 
 
 55 L. J. Ch. 416 59 
 
 W. N. (1889) L23. 
 
 167 
 Broad Street Station Dwellings Co., 
 
 W. N. (1887) 149 134 
 
 Broad's Patent Night Light Co., 
 
 W. X. (1892)5 329,383 
 
 Brocklebank v. East London R\\ Co., 
 
 12 C. D. 839. ."..473 
 
 Brocklehnrst v. Pv. Printing, &c, Co., 
 
 W. N. 1884. p 70 105 
 
 Broderip v. Salomon [1895], 2 Ch. 
 
 323 ; 72 L. T. 755 ; 43 W. B.612 . . 
 
 126, 226 
 
 Brooke, Ex p.,3 C. D. 494; 25 W K. 
 
 261 89 
 
 Brooke & Co., W. X. (1 888), 21 3 . . 24 1 , 
 
 242, 243 
 
 Brotherhood's Case, 31 Beav. ".o."> ; 
 
 4 D. G. F. & J. 506 ; 31 L. J I 
 
 861 136. 176 
 
 Brown, Ex p., 12 C. D. S25. . .89, 91, 
 
 L88, 189 
 
 . 18 C. D. 639; 50 L. J. 
 
 Ch. 714; 45 L. T. 269; 30 W. B. 
 
 30 135, 161, 183 
 
 , 36 W. R. 303 ... .4*0 
 
 v. Keeble, W. X. (187!*), 
 
 p. 173 25,27 
 
 Brown, Bavlev. & Dixon, Be, 18 C. I). 
 
 649 ....". .." 68,71, 161 
 
 Brown's Case, IS C. D. 639 ; 50 L. J. 
 
 Ch. 714; 45 L. T. 269; 30 W. R. 
 
 30 135,229 
 
 . 9 Ch. 102 ; 43 L. J. Ch. 
 
 153; 29 L. T. 562 ; 22 W. R. 171 . 
 169, 170, 217 
 
 . 19 Beav. 97 178 
 
 Brown's (Michael) Case, 17 Sol. J. 
 
 310; Eur. Arb. L. T. 21 145 
 
 Browne and Wingrove, Be [1891], 
 
 2Q.B.574;40W.R.71; 61 L.J Q B. 
 
 13; 65 L. T. 485 ; 7 T. L. R. 487 . 
 
 356, 467 
 
 Browne v. La Trinidad, 37 C. D 1 ; 
 
 57 L. J. Ch. 292 ; 58 L. T. 137 ; 
 
 36 W. R. 289 402
 
 Table of Cases. 
 
 xix 
 
 Browne's Case, 16 Solrs. Jo. 781.. 84 
 
 Brunton's Claim, 19 Eq. 302 105, 
 
 106 
 Brussels Palace of Varieties Co. v. 
 
 Prockter, 10 T. L. K. 72 167 
 
 Bryant, v. Bull, 10 C. D. 153 ; 48 L. J. 
 
 Ch. 325 ; 39 L. T. 470 ; 27 W. R. 
 
 246 478 
 
 Buchan's Case, 4 A. C. 549. .147, 148, 
 
 149, 154 
 
 Buck v. Robson, 10 Eq. 629 .. 148, 155 
 
 Buckridge's Case, 13 W. R. 677; 
 
 12 L. T. 796 228 
 
 Budd, Ex p.. 31 L. J. Ch. 4 ; 10 W. R. 
 
 51; 5L. T. 332 246 
 
 Budd's Case, 30 Beav.143 ; 3 De G.F. 
 
 &.T. 297; 10 W. R. 51 ; 5 L. T. 
 
 332 138, 178 
 
 Budden & Roberts, Ex p., 12 C. D. 
 
 288 ; 48 L. J. Ch. 764 ; 27 W. R. 
 
 906; 41 L. T. 979 . . .150, 151, 186 
 Buenos Ayres, &c.,Water Co., 66 L. T. 
 
 408 448 
 
 Water Co., W. N. 
 
 (1875)59 130 
 
 Bugg's Case, 2 Dr. & S. 452 153, 
 
 245 
 Building Soc. Trust, 44 C. D. 140 ; 
 
 59 L. J. Ch. 638 ; 38 W. R. 458 ; 
 
 62 L. T. 360 78, 240, 241, 242, 
 
 327 
 •Bulkeley v. Schutz, L. R. 3 P. C. 74 . . 
 
 17 
 
 Bull, Bevan & Co.,W. N. (1891) 170. . 
 
 328, 383 
 
 Buller, &c, Re, 35 Solrs. J. 260 . .20, 
 
 265 
 Bulmer, Ex p., 33 L. J. Ch. 609 ; 
 
 33 Beav. 435 ; 10 Jur. 462 ; 33 L. J. 
 
 Ch. 609 ; 12 W. R. 564. . . 148, 149, 
 
 179 
 
 Bunn's Case, 2 D. F. & J. 275. . .153, 
 
 167, 178 
 
 Burgess' Case, 15 C. D. 507 126, 
 
 141, 142, 145, 230 
 Burkinskaw v. Nicolls, 3 A. C. 1004 ; 
 
 48 L. J. Ch. 779; 26 W. R. 819; 
 
 39 L. T. 308 128, 133, 179 
 
 Burnett v. Oregon ian Ry. Co., 11 C. of 
 
 S. Cas. 912 (Sc.) 25, 45, 47 
 
 Burr, Re, 8 T. L. R. 777; W. N. 
 
 (1892) 138 ; 67 L. T. 465 ; 41 W. R. 
 
 116 301 
 
 Burt v. British Nation Ass. 4 D. G. & 
 
 J. 158; 7 W. R. 517; 33 L. T. 
 
 191; 5 Jur. N. S. 612 470 
 
 v. Bull [1895], 1 Q. B. 276; 64 
 
 L. J. Q. B. 282; 72 L. T. 810; 
 
 43 W. R. 180 481 
 
 Burton, Ex p., 21 L. J. Ch. 781 ; 
 
 16 Jur. 967 163 
 
 JBusrield, Re, 32 C. D. 123 ; 55 L. J. 
 
 Ch. 467 ; 54 L. T. 220 ; 34 W. R 
 
 372 208 
 
 Bush's Case, 9 Ch. 554; 30 L. T 
 
 737; 22 W. R. 675; 43 L. J. Ch. 
 
 772 131,164 
 
 , L.R. 6 H. L. 37 ; 42 L. J. 
 
 Ch. 586 ; 22 W. R. 280 ; 29 L. T. 
 
 217 178 
 
 , 6 Ch. 246 251 
 
 Bute's, Marquis of, Case [1892], 2 Ch. 
 
 100; 61 L. J. Ch. 357; 66 L. T. 
 
 317; 40 W. R. 538 159,214 
 
 Butler v. Cumpston, 7 Eq. 16 . . .153 
 
 Butterfield, Re, 7 Mor. 293 318 
 
 Bwlch-y-Plym Co., 17 L. T. 235. .34 
 Bywater, Tanqueray & Phayre, Ld., 
 
 31 July, 1895 424 
 
 C. 
 
 Cadiz Waterworks Co. v. Barnett, 19 
 Eq. 182; 44 L. J. Ch. 529; 23 
 W. R. 208 ; 31 L. T. 640 27 
 
 Caerphilly Colliery Co., 32 L. T. 15. 
 39, 423 
 
 Cailland's Tanning Co. v. Cailland, 
 
 28 L. J. Ch. 357 ; 5 Jur. N. S. 259. 
 
 255 
 Caldicott, Ex p., 25 C. D. 716; 53 
 
 L. J. Ch. 618 ; 50 L. T. 651 ; 32 
 
 W. R. 396 121 
 
 Caldwell v. Ernest, 27 Beav. 39. .249 
 Caledonian Heritable Security Co. v. 
 
 Cursor's Trustee, 9 C. of S. Cas. 
 
 1115 218 
 
 Californian Redwood Co. v. Walker. 
 
 13 C. of S. Cas. (Sc.) 810 . . .58, 59 
 Calisher's Case, 5 Eq. 214 ..189, 190 
 Callan, Exp., 32 C. D. 337 ; 55 L. J. 
 
 Ch. 540 ; 34 W. R. 505 ; 54 L. T. 
 
 912 162,173 
 
 Callao Bis Co., 42 C. D. 169 ; 58 L. J. 
 
 Ch. 826; 61 L. T. 534; 38 W. R. 
 
 21 441 
 
 Caloric Engine, &c, Co., 52 L. T. 
 
 846 402, 403 
 
 Cambrian Mining Co., 20 C. D. 376 ; 
 
 51 L. J. Ch. 221 ; 30 W. R. 283. . 
 204 
 
 , 4S L. T. 114. 
 
 429, 439, 441, 451 
 , Ex p. Fell, 
 
 29 W. R. 881 61 
 
 Cambrian Peat, &c, Co., 31 L. T. 
 
 773 ; 28 W. R. 405 ; W. N. (1875) 6. 
 
 403, 411 
 
 Cambrian Steam Packet Co., 6 Eq. 
 
 396; 4Ch. 112 95,251 
 
 Cameron's Coalbrook Ry. Co., 25 
 
 Beav. 1 204
 
 XX 
 
 Table of Cases. 
 
 Cammell, Ex p. [1894], 2 Ch. 392 ; 
 
 63 L. J. Ch. 53G ; 70 L. T. 705 ; 1 
 
 Mans. 274 143, 108, 169 
 
 Campbell's Case, 9 Ch. 1 16 - 
 
 , 4 Ch. D. 470. ..101, 
 
 i::i, 250 
 Campbell and Hippisley's Cases, 9 
 
 Ch. 1 ; 43 L. J. Ch. 1; 22 W. R. 
 
 113; 29 L. T. 519 168 
 
 Canadian Land Reclaiming Co., 11 
 
 C. D. 660; 28 W. R. 775; 42 L. T. 
 
 559 L69 
 
 Canadian Oil Works Corp., 10 Ch. 
 
 293; 44 L. J. Ch. 721; 33 L. T. 
 
 466 17(i 
 
 Canadian Pacific Co., W. N. (1891) 
 
 122; 40 W. R. 40 .. .300, 301, 358 
 Cannock, &c, Colliery Co., 28 C. D. 
 
 363; 54 L. J. Ch. 554; 53 L. T. 
 
 189; 32 W. R. 104 150 
 
 Cannon, Ex p., 30 C. D. 629 ; 53 
 
 L. T. 340; 34 W. It. 14.... 91, 92, 
 
 93, L16 
 
 Canwell, Ex p., 4 D. J. & S. 539 ; 12 
 
 W. R. 698 ; 10 L. T.316..155, L86 
 Cape Breton Co., 19 C. D. 77; 51 
 
 L. J. Ch. 202 . .150, 151, 186, 187, 
 
 207,247 
 
 , 29 C. D. 795 ; 54 
 
 L. J. Ch. 822 ; 53 L. T. 181 ; 33 
 
 W. R. 788 210, 214, 221 
 
 v. Fenn, 17 C. D. 
 
 19S; 50 L. J. Ch. 321; 44 L. T. 
 
 445 ; 29 W. R. 386 62, 254 
 
 Capel & Co. v. Sims Ship Composi- 
 tion Co., 58 L. T. 807; 38 W. R. 
 
 689 ; 57 L. J. Ch. 347 ; 4 T. L. R. 
 
 459 180, 181,222 
 
 Capital Fire Ins. Ass., 21 C. D. 209 ; 
 
 52 L. J. Ch. 20 ; 47 L. T. 123 ; 30 
 W. R. 941 22 
 
 , 24 C. D. 408 ; 
 
 53 L. J. Ch. 71 ; 49 L. T. 697 ; 32 
 W. R.260 79,284 
 
 Capper, Ex p., 3 De G. & S. 1 54 
 
 Capper's Case, 3 Ch. 458 ; 16 W. R. 
 
 1002 172 
 
 Caralli and Haggart's Case, 4 Ch. 
 
 174 189 
 
 Cardiff Coal Co., 11 W. R. 1007. .185 
 
 v. Norton, 2 Ch. 405 . 
 
 25, 162, 1S5 
 Cardiff, &c, Iron Co.. 3 D. F. & J. 
 
 713 ; 30 L. J. Ch. 861 175 
 
 Cardiff Savings Bank, 45 C. D. 537 ; 
 
 49 L. J. Ch. 450; 62 L. T. 628; 
 
 38 W. R. 571 159. 214 
 
 [1S92], 2 Ch. 
 
 100 ; 61 L. J. Ch. 357 ; 66 L. T. 
 
 317; 40 W. R. 538 159.214 
 
 Carey, Re [1895], 2 Q. B. 624; 43 W. B. 
 
 605; 44 W. R. 59 226 
 
 Caribbean Co., 10 Ch. 014 133 
 
 Cargill r. Bower, 10 C. D. 502 ; 17 
 
 L. J. Ch. 649; 26 W. R. 716; 38 
 
 L. T.779 221,224, 225 
 
 Curling's Case, 1 C. D. 115 ; 15 1. J. 
 
 Ch. 5; 24 W. It. 105; 33 L.T.645. 
 
 133, 168, 170, 'Jlf.. 217,219 
 
 , 35 W. R. 344; 56 
 
 L. T. 115; 56 L. J.Ch.321 : W V 
 
 (1887) 31 ..111, 222. 224, 230, 231, 
 
 232 
 Carmarthenshire, &c, Coal and Iron 
 
 Co., 24 W. R. 109 ; 45 L. J. Ch. 200 . 
 
 I"l. 210 
 
 Carmichael's Case, 17 Sim. 163; 20 
 
 L.J. Ch. 12 163, 164, 170 
 
 Carnarvon Sate I '.>., 40 L. T. '■'>'>. . . . 
 
 239, 240 
 
 Carr, Ex p., 1 1 C D. 62 ; 48 L. J. Bk. 
 
 69; 40 L. T. 299; 27 W. R. 435... 
 
 90 
 Carriage Co-operative Ass., Ex p. 
 
 Clemence, 23 0. I>. 154; 52 L. J. 
 
 Ch. 472 ; 31 W. K. 397; 18 I .. T. 
 
 308 70, 71 
 
 l; 
 
 Case, 27 C. 1). 322; 53 L J. Ch. 
 
 1154; 51 L. T. 286. .168, L70, 189, 
 
 216. 219 
 
 Carter's Case, 31 C. D. S90 : 55 L. J. 
 
 Ch. 494; 54 L. T. 531 ; 34 W. K. 
 
 516 209, 218 
 
 Carter, Exp., 40 L. J. Ch. 15 . . .200 
 Cartmell's Case, 9 Ch.691 : 31 L. T. 
 
 52 ; 22 W. R. 697 ; 43L.J.Ch. 
 
 139, 177 
 Carver, Ex p.,i7 L. J. Ch. 702 u. ... 
 L98, L99, 
 
 Castello's Case, S Eq. 504 1 72 
 
 Castle Crag Steamship Co., 4 T. L. R. 
 
 302 L36 
 
 Cathcart, Re, 5 Ch. 703 199 
 
 Catholic Publishing Co., 2 De G. J. 
 
 &S. 116; 33L.J. Ch.325..24. 2-;. 
 
 ■11 
 Cawley & Co., 42 C. D. 209 ; 61 L. T. 
 
 601 171, 177, 17S 
 
 Central Darjeeling Tea Co., 15 L. T. 
 
 234 193 
 
 , W. X. 
 
 (1866)361 196 
 
 Central News v. Eastern Telegraph 
 
 Co., W. N. (1SS4) 23 ; 53 L. J. Q. B. 
 
 236 204 
 
 Cercle Restaurant Co. v. Lavery, 18 
 
 C. D. 555; 50 L. J. Ch. 837; 30 
 
 W. R- 283 -27 
 
 Chalk, Webb & Co. v. Tennent, 57 
 
 L. T. 598 187 
 
 Chalhs's Case, 6 Ch. 266 ; 23 L. T. 
 
 882 ; 19 W. R. 453 ; 40 L. J. Ch. 
 
 431 167, 16S
 
 Table of Cases. 
 
 xxi 
 
 Chnnibers, Ex p. [1893], 1 Ch. 47; 
 62 L. J. Ch. 78; 67 L. T. 647; 41 
 
 W. E. 170 118 
 
 Chandelor v. Lopus, Cro. Jac. 4. .223 
 Chandler, Ex p., 13 Q. B. D. 50.. 
 
 90 
 
 Chapel House Colliery Co., 24 C. D. 
 
 259; 52 L. J. Ch. 934; 49 L. T, 
 
 575 ; 31 W. K. 933. .24, 25, 35, 45, 
 
 46, 49 
 
 Chapman & Barker's Case, 3 Eq. 361 . 
 
 153, 163 
 
 Chapman v. Shepherd, L. E. 2 C. P. 
 
 228; 36 L. J. C. P. 113; 15 W. E. 
 
 314 ; 15 L. T. 477 ... . 81, 139, 178 
 
 Chapman's Case, 1 Eq. 346 93 
 
 , 2 Eq. 567 170 
 
 [1895], 1 Ch. 771 ; 64 
 
 L. J. Ch. 488; 72 L. T. 461; 43 
 
 W. E. 553 132, 164 
 
 Chappell's Case, 6 Ch. 902. .138, 139, 
 
 178, 229 
 
 Charlesworth, Ex p., 36 C. D. 299 ; 
 
 57 L. J. Ch. 127 ; 57 L. T. 899 ; 36 
 
 W. E. 275 408 
 
 Charlton v. Hay, 23 W. E. 129; 31 
 
 L. T. 437 180 
 
 Charlwood v. Leasehold Co., W. N. 
 
 (1895)47 474 
 
 Chavasse, Ex p., 34 L. J. Bk. 17 ; 
 
 12 L. T. 249 90 
 
 Chennell, lie, 8 C. D. 502 258 
 
 Chepstow Bobbin Mills Co., W. N. 
 
 (1887) 160 35 
 
 , 36 C. D. 
 
 563; 57 L. J. Ch. 168; 57 L. T. 
 
 752 ; 36 W. E. 180 . . 37, 40, 46, 239, 
 
 421, 422, 423 
 
 Cheshire Banking Co., 32 C. D. 301 ; 
 
 54 L. T. 558 148, 149, 163, 
 
 164, 165 
 
 Chillington Iron Co., 29 C. D. 159 ; 
 
 54 L. J. Ch. 624 ; 52 L. T. 504 ; 
 
 33 W. E. 442 403 
 
 China, &c. Coal Co., 3 Ch. 458; 16 
 
 W. E. 1002 172 
 
 , 4 Ch. 772; 21 
 
 L. T. 317; 18 W. E. 2 173 
 
 China Steamship Co., 7 Eq. 240 . .92, 
 114, 121, 155 
 
 , 38 L. J. Ch. 
 
 512 155 
 
 , 6 Eq. 232 ; 37 
 
 L. J. Ch. 901 ; 16 W. E. 995. .171, 
 
 172 
 Chippendale, Ex p., 4 De G. M. & G. 
 
 19 18 
 
 Chissum v. Dewes, 5 Euss. 29. . . 477 
 
 Cliorley, Ex p., 11 Eq. 157 104 
 
 Christie v. Taunton [1893], 2 Ch. 
 175 ; 62 L. J. Ch. 385 ; 68 L. T. 
 638; 41 W. E. 475 106 
 
 Chudlev, Re, 14 Q. B. D. 402; 33 
 
 W. E. 708 ; 2 Mor. 8 2S6 
 
 Chynoweth's Case, 15 C. D. 13. .138, 
 
 159 
 Cilfoden Benefit B.S., 3 Ch. 462. .13 
 City and County Bank, 10 Ch. 470; 
 
 28 W. E. 973 ; 42 L. T. 303. .47, 51 
 City and County Investment Co., 13 
 
 C. D. 475 ; 28 W. E. 933 . . 434, 438, 
 
 439, 440 
 
 City Bank v. Luckie, 5 Ch. 778 ; 23 
 
 L. T. 376; 18 W. R. 1181 102 
 
 City Glass Co., W. N. (1874) 116 . . 
 
 240 
 Citv of Glasgow Bank, Re, 14 C. D. 
 
 628 59 
 
 ,Bell Lang's 
 
 Case, 4 A. C. 547 152 
 
 , Buchan's 
 
 Case, 4 A. C. 549 148, 149 
 
 Mitchell's 
 
 Case, 4 A. C. 548 138, 230 
 
 City of Moscow Gas Co. v. Inter- 
 national Financial Soc, 7 Ch. 225 ; 
 41 L. J. Ch. 350; 20 W. R. 294; 
 
 26 L. T. 377 255 
 
 City Terminus Hotel Co., 14 Eq. 10. 
 
 92 
 
 Civil Service Brewery Co., W. N. 
 
 (1893), p. 5 ; 37 S. J. 194. .38, 327, 
 
 328 
 
 Civil Service and General Store, 57 
 
 L. J. Ch. 119; 58 L. T. 220 ...80, 
 
 82 
 
 Clark, Ex p., 7 Eq. 550 94, 190 
 
 v. Citv of Glasgow Bank, 9 C. 
 
 of S. Cas.*1063 195 
 
 Clarke, Exp., 14 W. E. 856 196 
 
 , W. N. (1892) 138 ; 67 L. T 
 
 465; 41 W. E. 116; 8 T. L. E. 
 
 777 300 
 
 v. Dickson, 6 C. B. N. S. 
 
 453; E. B. E. 148 223 
 
 v. Fell, 4 B.& Ad. 404... 123 
 
 v. Calder Oil Co., 9 C. of S. 
 
 Cas. 1017 106 
 
 Clarke's Case, 8 Ch. D. 635 131 
 
 ,15 S.J. 554 145 
 
 , 21 W. E. 429; 42 
 
 L. J. Ch. 227 ; 27 L. T. 843 .. . 172 
 
 Clayton Mills Manufacturing Co., 
 
 37 C. D. 28; 57 L. J. Ch. 325; 
 
 58 L. T. 317 176 
 
 Cleland's Case, 14 Eq. 387 . . 129, 244 
 
 Clemence, Ex p., 23 C. D. 154 ; 52 
 
 L. J. Ch. 472; 31 W. E. 397; 48 
 
 L. T. 308 70,71 
 
 Clement's Case, 13 Eq. 179 n. ; 16 
 
 W. E. 769; 18 L. T. 596. .198, 200 
 
 Cleve v. Financial Corp., 16 Eq. 363. 
 
 36, 403, 404 
 
 Cliff, Re [1895], 2 Ch. 21; 64 L. J.
 
 XX11 
 
 Table of Cases. 
 
 Ch. 423 ; 72 L. T. 440 ; 43 W. K. 
 436 208 
 
 Clifton's Case, 5 D. M. & G. 743. .250 
 Clinch v. Financial Corp., 5 Eq. 450 ; 
 
 4 Ch. 117 ; 18 L. T. 197 ; 19 L. T. 
 
 334 ; 37 L. J. Ch. 281 ; 38 L. J. 
 
 Ch. 1; 17 W. R. 84.. 168, 403, 437, 
 
 438, 439, 440 
 
 Clyne Tin Plate Co., 47 L. T. (N. S.) 
 
 439 472 
 
 Coal Consumer's Ass., 4 C. D. 625. . . 
 
 65, 67, 68 
 
 Coal Economizing Gas, &c, Co., 1 
 
 C. D. 182; 45 L. J. Ch. 83; 24 
 
 W. R. 125 ; 33 L. T. 619 180 
 
 Coalport China Co. [1895], 2 Ch. 404. 
 
 140, 177 
 
 Coate's Case, 17 Eq. 169; 43 L. J. 
 
 Ch. 538; 22 W. R. 228; 29 L. T. 
 
 636 128, 129,244 
 
 Cobre Mining Co., 9 Eq. 107; 39 
 
 L. J. Ch. 231 ; 18 W. R. 371 . .171 
 
 , 5 Ch.614. ... 172 
 
 Cochrane, Ex p., 20 Eq. 282 479 
 
 Cockburn v. Edwards, 18 CD. 449. 
 
 235 
 
 Cocker's Case, 3 C. D. 1 Ill 
 
 Codrington v. Johnstone, 1 Beav. 524 . 
 
 478 
 Coed Madog Slate Co., W. N. (1877) 
 
 190 86,157 
 
 Colborne and Strawbridge, Exp., 11 
 
 Eq.478, 498 97, 104, 106, 113, 
 
 404, 405 
 Colchester Tramwavs Co. [1893], 1 
 
 Ch. 309 ; 62 L. "j. Ch. 243 ; 67 
 
 L. T. 846; 41 W. R. 169 ....118 
 Cole's Executor's Case, 15 Sol. J. 711 . 
 
 149 
 
 Coleman's Case, 1 De G. J. & S. 495. 
 
 167, 178 
 
 Collingham v. Sloper [1893], 2 Ch. 
 
 96 ; 62 L. J. Ch. 416 ; 69 L. T. 39 ; 
 
 41 W. R. 550 476 
 
 Collins v. Jones, 10 B. & C. 777. .120, 
 
 121 
 Collum, Ex p., 9 Eq. 236; I8W.R. 
 
 245 ; 21 L. T. 350 ; 39 L. J. 59. . . 
 
 171, 176 
 
 Colonial Bank v. Hepworth, 36 C. D. 
 
 36 ; 56 L. J. Ch. 1089 ; 57 L. T. 
 
 148; 36 W. R. 259 180 
 
 Colonial Trusts Corp., Ex p. Brad- 
 
 shaw, 15 C. D. 465 42, 106, 404 
 
 Columbia Chemical Manure Works, 
 
 25 C. D. 283 ; 53 L. J. Ch. 343 ; 32 
 
 W. R.234; 49 L.T.479. .169,171,173 
 Columbian Gold Mines, 42 W. R. 
 
 624 ; 1 Mans. 349 ; 8 R. 411 . .275 
 Combined Weighing Machine Co., 
 
 43 C. D. 99 ; 59 L. J. Ch. 26 ; 61 
 
 L. T. 582; 38 W. R. 67 48 
 
 Commercial and General Life Ass., 
 
 27 L.J. Ch. 803 93- 
 
 Commercial Bank of India, 6 Eq. 517. 
 
 17, 18 
 
 , 8 Eq. 241 . 
 
 193, 195 
 
 East, 18 L. T. 668 Ill 
 
 Commercial Bank of London, W. N. 
 
 (1888)214,234 55. 
 
 Commercial Bank of Scotland r. 
 
 Lanark Oil Co., 14 C. of S. Cas. 
 
 147 (Sc.) 25- 
 
 Commercial Bank of South Aus- 
 tralia, 33 C. D. 174 ; 55 L. T. 609; 
 
 55 L. J. Ch. 670 18, 242, 243 
 
 , 36 C. D. 522 . . 115 
 
 , W. N. 1887, p. 44. 
 
 115 
 Commercial Discount Co., 32 Beav. 
 
 198 241,242. 
 
 Commercial Union Wine Co., 35 
 
 Beav. 35 204 
 
 Common Petroleum Co. [1895], 2 Ch. 
 
 759 130 
 
 Coiupagnie Generate de Bellegarde, 
 
 4C. D. 470 213- 
 
 Compagnie Ge'ne'rale des Asphaltes, 
 
 W. N. (1883), p. 17 25, 26. 
 
 Company, Be a [1894], 2 Ch. 349 ; 
 
 63 L. J. Ch. 565; 71 L. T. 15; 
 
 42 W. R. 518 ; 1 Mans. 1 51 .. 27, 57 
 Conquest's Case, Eur. Arb. L. T. 
 
 121 ; 1 C. D. 334 108, 111, 112 
 
 Consolidated Bank, W. N. (1866), 
 
 p. 232 25 
 
 , 142 T. 656 . .243 
 
 Consols Ins. Co. v. Wood, 2 Dr. & Sm. 
 
 353 249 
 
 Constantinople Hotels Co., 13 W. R. 
 
 851 53,243 
 
 Continental Bank, 15 W. R. 548; 
 
 16 L. T. 112 50 
 
 Continental Bank Corp., 8 Eq. 504 . . 
 
 155' 
 Contract Corp., 2 Ch. 95 . . . .172, 182 
 , 3 Ch. 105, 37 L. J. ; 
 
 Ch. 81; 16 W. R. 193; 17 L. T. 
 
 269 80,81, 178,179 
 
 , 6 Ch. 145 200 
 
 • , Gooch's Caoe, 8 Ch. 
 
 266 147 
 
 , Ex p. Bateman, 15 
 
 W. R. 245 ; 15 L. T. 495 60 
 
 , Ex p. Hakin, 15 L. T. 
 
 552 . . . .198 199 1 
 
 Cook's' Pol icy, 9 Eq.Yoh'. '. '.'... .'.108 
 
 Cookson, Ex p., 15 Jur. 615 23 
 
 Cooper, Exp., 10 Ch. 510 84 
 
 v. Metropolitan Board of 
 
 Works, 25 C. D. 472 477 
 
 , Be, 19 C. D. 580 205.
 
 Table of Gases, 
 
 xxm 
 
 Cope's Case, 1 Sim. N. S. 54; 20 
 
 L. J. Ch. 28 94 
 
 Cordingley v. Alliance Soc., W. N. 
 
 (1887)220 99 
 
 Cordova Union Gold Co. [1891], 2 Ch. 
 
 580 ; 60 L. J. Ch. 701 ; 64 L. T. 
 
 772; 39 W. R. 536 440 
 
 Corfield's Case, W. N. (1873) 186. . . 
 
 139 
 Cork and Youghal Ry. Co., 4 (Jh. 
 
 748 115, 116 
 
 Cornell v. Hay, L. R. 8 C. P. 328 ; 
 
 28 L. T. 475 ; 42 L. J. C. P. 136 ; 
 
 21 W. R. 580 180, 181, 209 
 
 Cornish, lie [1895], 2 Q. B. 634. .367 
 Cornwall Brick Co., W. N. (1893) 9 . 
 
 410 
 Costello, Ex p., 30 L. J. Ch. 113. . . . 
 
 246 
 Costello's Case, 2 De G. F. & J. 302 ; 
 
 6 Jur. N. S. 1270 . . . 138, 175, 178, 
 
 229 
 Cotterell, Ex p., 32 L. J. Ch. 66; 11 
 
 W. R. 13; 8 Jur. N. S. 1083; 7 
 
 L. T. 241 169, 170,246 
 
 Cotton v. Imperial and Foreign, &c, 
 
 Corpn. [1892], 3 Ch. 454; 61 
 
 L. J. lh. 684; 67 L. T. 342; 8 
 
 T. L. R. 777 86,442 
 
 Cotton Plantation Co. of Natal, 
 
 W. N. (1868)79 162 
 
 Couldery v. Bartrum, 19 C. D. 394 ; 
 
 51 L. J. Ch. 265 ; 44 L. T. 689. .90 
 
 Coupland's Claim, 5 Ch. 167 100 
 
 Court Bureau, W. N. (1891) 15; 
 
 35 L. J. 207 ; 7 T. L. R. 223 . .263, 
 
 264 
 Coventry's Case [1891], 1 Ch. 202 ; 
 
 63 L. T. 480 ; 39 W. R. 328 . .143, 
 
 152, 162, 163, 211 
 
 Coventry & Dixon's Case, 14 C. D. 
 
 660 ; 28 W. R. 775 ; 42 L. T. 559. 
 
 169, 208, 210, 215, 220 
 
 Cowell v. Taylor, 31 C. D. 34; 53 
 
 L. T. 483 ; 34 W. R. 24 ; 55 L. J. 
 
 Ch. 92 211,255 
 
 Cox's Case, 4 D. J. & S. 53; 33 
 
 L. J. Ch. 145; 12 W. R. 92; 9 
 
 Jur. N. S. 1184; 9 L. T. 493; 
 
 3 IS. R. 97 154, 158, 164, 165 
 
 Cox v. Hickman, 8 H. L. C. 268. .160 
 Coxon v. Gorst [1891], 2 Ch. 73; 60 
 
 L. J. Ch. 502; 64 L. T. 444; 39 
 
 W. R. 600 11,221,418 
 
 Craig v. Phillips, 7 C. D. 249 ; 47 
 
 L. J. Ch. 239; 26 W. R. 292; 37 
 
 L. T.772 180 
 
 Craig's Case [1895], 1 Ch. 267; 64 
 
 L. J. Ch. 279; 71 L. T. 705; 43 
 
 W. R. 244 96,450 
 
 Crawley's Case, 4 Ch. 322 ; 19 L. T. 
 
 715 166, 167 
 
 Credit Co. v. Webster, 53 L. T. 419. . 
 
 201 
 Cre'dit Foncier, 11 Eq. 356; 10 
 
 W. R. 405; 23 L. T. 801; 40 
 
 L. J. Ch. 187 460 
 
 Cree v. Somervail, 4 A. C. 648 . . 153 
 Crenver, &c, Mining Co., 8 Ch. 45 . . 
 
 213 
 Creyke's Cnse, 5 Ch. 63 ; 39 L. J. Ch. 
 
 124.-18W.R. 103; 21 L. T. 572.. 
 
 144, 171 
 
 Criceieth Pier & Harbour Co., W. N. 
 
 (1891)15' 463 
 
 Crickmer'aCase, 10 Ch. 614. .130, 133 
 Crooke's Mining, &c, Co., 31 C. D. 
 
 420; 55 L. J. Ch. 509; 54 L. T. 
 
 205; 34 W. R. 362 173 
 
 Crookhaven Mining Co., 3 Kq. 69 . . 
 11, 156,415,418 
 
 Croom's Case, 16 Eq 417 167 
 
 Crosbie, Ex p., 7 C. D. 123; 47 L. J. 
 
 Bk. 19; 37 L. T. 583; 26 W. R. 
 
 119 89 
 
 Croafield's Case, 2 D. M. & G. 128 . . 
 
 148, 149 
 
 Crossley (John) and Sons, W. N. 
 
 (1892)55 458 
 
 Crouch v. Credit Foncier of England, 
 
 L. R. 8 Q. B. 374 105 
 
 Crown Bank, 44 Ch. D. 634 ; 38 W. R. 
 
 666; 62 L. T. 822; 59 L. J. Ch. 
 
 739 32,34 
 
 Loan Co., Ex p., 28 C. D. 
 
 643; 54 L. J. Ch. 327; 52 L. T. 
 
 170 66,73,411 
 
 Crowther v. Thorley, 50 L. T. 43; 32 
 
 W. R. 330 10 
 
 Croxton's Case, 5 De G. & S. 432. .246 
 Crumlin Viaduct Works Co., 11 C. D. 
 
 755 81, 102 
 
 Cruse v. Paine, 4 Ch. 441 154 
 
 Crystal Reef Gold Mining Co. [1892], 
 
 1 Ch. 408 ; 61 L. J. Ch. 208 ; 60 L.T. 
 
 Ill; 40 W. K. 235 54 
 
 Cumberland Black Lead Mining Co., 
 
 6 L. T. 197 36 
 
 Cunninghame v. City of Glasgow 
 
 Bank, 4 A. C. 607 154 
 
 Cunninghame v. Walkinshaw Oil Co., 
 
 14 C. of S. Cas. 87 (Sc.) 25 
 
 Cunningham & Co., 28 C. D. 682; 
 
 54 L. J Ch. 448; 52 L. T. 214; 33 
 
 W. R. 387 107 
 
 Simpson's Claim, 
 
 36 C. D. 532 ; 57 L. J. Ch. 169 ; 58 
 
 L.T. 16 116 
 
 Currie's Case, 32 L. J. Ch. 421 ; 3 De 
 
 G. J. & S. 367 ; 11 W. R. 46, 675 ; 
 
 8L. T. 472; 2 N. R. 145 168 
 
 Cnrtis's Case, 6 Eq. 455 ; 37 L. J. 
 
 Ch. 629 172, 179,234 
 
 Curzon, Ex p., 6 W. R. 141 205
 
 XXIV 
 
 Table of Cases. 
 
 D. 
 
 Dale, Ex p., 1 D. G. M. & G. 513 . . 
 
 182, 183 
 
 Dale & Plant, 61 L. T. 206 ; 5 T. L. K. 
 
 585 91 
 
 43 Ch. D. 255 ; 59 L. J. 
 
 Ch. 180; 62 L. T. 215; 38 W. E. 
 
 409 85,93, 116 
 
 Dalton Time Lock Co. v. Dal ton, 
 
 66 L. T. 704 173 
 
 Daly & Co., 19 L. R. Ir. 83 82 
 
 Dane v. Mortgage Insurance Co. 
 
 LI 894], 1 Q. B. 54; 63 L. J. Q. B. 
 
 144 ; 70 L. T. 83 ; 42 W. R. 227 . . 
 
 449 
 Daniel v. Royal British Bank, 1 
 
 H. & N. 681 ; 21 Jur. 119 174 
 
 Daniell, Ex p., 1 De G. & J. 372 .216 
 Darleston Coal & Iron Co., W. N. 
 
 (1877) 139 447 
 
 Darlington Forge Co., 34 C. D. 522 ; 
 
 56 L. J. Ck. 730; 35 W. R. 537; 
 
 56 L. T. 627 134,234 
 
 Davidson's Case, 3 D. G. & S. 21 ... 
 
 153, 165 
 
 Davidson, Ex p., 4 K. & J. 688 . .244 
 
 v. Tullock, 3 Macq. 713 ; 
 
 6 Jur. N. S. 543 ; 8 W. R. 309 ; 
 
 2L. T. 97 224 
 
 Davies' Case, Eur. Arb. L. T. 80; 
 
 17 Sol. J. 670 145, 151 
 
 , 26 L. T. 650 ; 20 W. R. 
 
 518 ; 41 L. J. Ck. 659 166 
 
 , 33 L. T. 834 . .231, 235 
 
 , 6 Eq. 232 78 
 
 , 45 C. D. 537 ; 49 L. J. 
 
 Ck. 450 ; 62 L. T. 628 ; 38 W. R. 
 
 571 159,214 
 
 Davis v. Martin [1894], 3 Ck. 181; 
 
 ti3 L. J. Ck. 810; 71 L. T. 115; 42 
 
 W. R. 600 ; 1 Mans. 355 105 
 
 Davis v. Vale of Evesham, W. N. 
 
 (1895) 105 475 
 
 Dawes' Case, 6 Eq. 232 ; 37 L. J. Ch. 
 
 901; 16 W. It. 995.. 137, 171, 172, 
 404, 405 
 
 , 38 L. J. Ck. 512 ... . 155 
 
 Day v. Sykes, Walker & Co., 55 L. T 
 
 763 477 
 
 Dean & Gilbert's Claim, 41 L. J. Ck. 
 
 476; 26 L. T. 467 94 
 
 Debenture Corp. v. Birkin 93 L. T. Jo. 
 
 458 269 
 
 De Beville's Case. 7 Eq. 11 ; 38 L. J. 
 
 Ch. 18 173 
 
 D'Epineuil, Be Count, 20 C. D. 217. 
 
 81, 102, 107 
 
 De Hart v. Stevenson, 1 Q. B. D. 313; 
 
 45 L. J. Q. B. 575 ; 24 YV. R. 367. . 
 
 471 
 
 Dee, Ex p., 3 De G. & S. 112. .11, 23 
 Deerkurst, Re, 60 L. J. Q. B. 411; 
 
 64 L. T. 273 ; 7 T. L. R. 393 ; 8 
 
 Mor. 93 300 
 
 Delmar's Case, 38 L. J. Ch. 85 ; 17 
 
 W. R. 21; 19 L. T. 304 172 
 
 Delta Syndicate, 30 C. D. 153; 54 
 
 L. J. Ck. 724; 33 W. R. 839 . .130 
 Denkam & Co., 25 C. D. 752 ; 50 L. T. 
 
 523; 32 W. R. 487 212 
 
 , 53 L. J. Ch. 1113; 51 
 
 L. T. 570; 32 W. R.1920; W. N. 
 
 (18X4) 122 225 
 
 Dent's Case, 8 Ck. 768 ; 42 L. J. Ch. 
 
 857 ; 22 W. R. 45 ; 28 L. T. 888 . . 173 
 Denton Colliery Co., IS Eq. 16. .134, 
 
 233 
 Denton v. Macneil, 2 Eq. 352; 14 
 
 W. R. 813; 14 L. T. 721.. 223, 232 
 Denver Hotel Co. [1893], 1 Ch. 495 ; 
 
 62 L. J. Ch. 450 ; 68 L. T. 8 ; 41 
 
 W. R. 339 457 
 
 De Pass's Case, 4 De G. & J. 544; 
 
 28 L. J. Ch. 769 ; 7 W. R. 682 ; 33 
 
 L. T. 322 13S, 178, 180, 229 
 
 De Rosaz v. Anglo-Italian Bank, 
 
 L. R. 4 Q. B. 462 86, 437, 438 
 
 De Rosaz's Case, 21 L. T. 10 165 
 
 Derry v. Peek, 14 A. C. 337; 58 
 
 L. J. Ck. 864; 61 L. T. 265; 38 
 
 W. R. 33 222, 223, 224 
 
 De Ruvigne's Case, 5 C. D. 306; 46 
 
 L. J. Ck. 360; 36 L. T. 329; 25 
 
 W. R. 476. .169, 170, 216, 217, 219 
 
 , 5 Ch. 118 213 
 
 Devala Provident Mining Co., 22 C. D. 
 
 593 ; 52 L. J. Ch. 434 ; 31 W. R. 
 
 425 ; 48 L. T. 259 .. . 142, 168, 229 
 Dever, Ex p., 14 Q. B. D. 611; 54 
 
 L. J. Q. B. 390 ; 53 L. T. 131 ; 33 
 
 W. R. 625 102 
 
 Devonshire Coal Co., W. N. (1878) 
 
 173 426 
 
 Dewhurst, Ex p., 8 Ck. 965 ; 42 L. J. 
 
 Bk. 87; 21 W. R. 874 102 
 
 Diamond Fuel Co., 13 C. D. 400. .30, 
 31, 33, 34, 53, 54, 405 
 
 , W. N. 1878, p. 11 . 
 
 240 
 Diamond Rock Boring Co., 2 Q. B. 
 
 D. 463 , 231 
 
 Dickin, Ex p., 4 C. D. 524 ; 46 L. J. 
 
 Bk. 26; 35 L. T. 769; 25 W. R. 258 . 
 
 89 
 Dickinson v. Dodds, 2 C. D. 463 ; 34 
 
 L. T. 607; 24 W. R. 594; 45 L. J. 
 
 Ck. 777 166 
 
 Dickson v. Evans, 6 T. R. 57 122 
 
 , L. R. 5 H. L. 606. 
 
 136 
 Dimson's Estate Fireclay Co., 19 Eq. 
 
 202 63. 65, 75, 254
 
 Table of Cases. 
 
 xxv 
 
 Direct London and Manchester Ky. 
 Co., 1 De G. & Sm. 731 ; 13 Jurist, 
 
 598 34 
 
 Direct Spanish Cable Co., 34 C. D. 
 307 ; 35 W. R. 209 ; 55 L. T. 804 ; 
 
 56 L.J. Ch. 353 459 
 
 Disderi & Co., 1 1 Eq. 242 ; 40 L. J. 
 Ch. 248; 19 W. R. 175; 23 L. T. 
 
 694 168,170, 185 
 
 District Bank of London, Ex p., 16 
 Q. B. D. 700; 55 L. J. Q. B. 118; 
 
 34 W. R.79 90 
 
 District Savings Bank, 31 L. J. B. 8 ; 
 
 10 W. R. 138; 5L. T. 566 9 
 
 Ditton, Ex p., 13 C. D. 318 ; 28 W. R. 
 
 402 90, 115 
 
 Dixon's Executors' Case, 1 Dr. & 
 
 Sm. 225 177 
 
 Dobson's Case, 1 Ch. 231 148 
 
 Dodds, Re, 25 Q. B. D. 529; 59 
 
 L. J. Q. B. 403 ; 62 L. T. 837 
 
 301 
 
 Dombey & Son, W. N. (1895) 146. . . 
 
 328, 329 
 
 Dominion of Canada Plumbago Co., 
 
 27 C D. 33 ; 53 L. J. Ch. 702 ; 50 
 
 L. T. 518 ; 33 W. R. 9. . .244, 248, 
 
 249, 250, 251, 252 
 
 Dominion of Canada, &c, Timber Co., 
 
 55 L. T. 347 448 
 
 Doncaster Permanent Building Soc, 
 
 3Eq. 158 13 
 
 , 4 Eq. 579 156 
 
 Doolan v. Midland Ry. Co., 2 A. C. 
 
 792 10 
 
 Dore Gallery Co., W. N. (1891) 98. . 
 
 34, 326, 331 
 
 Dougan's Case, 8 Ch. 540 ; 42 L. J. 
 
 Ch. 460; 21 W. R. 4P5; 28 L. T. 
 
 649 166, 168,443 
 
 Doughty v. Firbank, 10 Q. B. D. 
 358 ; 52 L. J. Q. B. 480 ; 48 L. T. 
 
 530 7 
 
 Downes v. Ship, L. R. 3 H. L. 343; 
 
 37 L. J. Ch. 642. . . .142, 175, 231, 
 
 232 
 
 Dowse's Case, 3 C. D. 384 Ill 
 
 Doyle, Ex p., 2 H. & T. 221 148 
 
 Droitwich Salt Co., 22 W. R. 767 ; 
 
 W. N. (1874) 133 233 
 
 Dronfield Coal Co. (No. 1), 17 C. D. 
 
 76 136,207,220 
 
 (No. 2), 23 C. D. 
 
 511; 52 L.J. C1j. 963; 31 W. R. 
 
 671 244, 248 
 
 Druitt's Case, 14 Eq. 6 ; 41 L. J. Ch. 
 
 467; 20 W. R. 585; 26 L. T. 680. 
 
 200 
 
 Druminond's Case, 4 Ch. 772; 21 
 
 L. T. 317 ; 18 W. R. 2 . . .173, 250 
 
 Drum Slate Quarrv Co., 55 L. J. Ch. 
 
 36 ; 53 L. T. 250 ... . 170, 216, 219 
 
 Dry Docks Corp. of London, 39 C. D 
 
 306; 58 L. J. Ch.33; 37 W. R. 18; 
 
 59 L. T. 763 42, 65, 71, 404 
 
 Dublin Exhibition Co., Ir. R. 2 Eq. 
 
 158 63,64 
 
 Dublin Grains Co., 17 L. R. Ir. 512. 
 
 241 
 
 Dubois, Re, 26 Sol. J. 282 127 
 
 Duckworth, Re, 2 Ch. 578 189 
 
 Duffs Executor's Case, 32 C. D. 301 ; 
 
 54 L. T. 558 148, 149, 164 
 
 Duffin v. Mexican Gold Co., W. N. 
 
 (1890)116 228 
 
 Duke's Case, 1 C. D. 620 ; 33 L. T. 
 
 776; 24 W. R. 341 ; 45 L. J. Ch. 
 
 389 165, 170, 173 
 
 Duncan, Re [1892], 1 Q. B. 331 ; 65 
 
 L. T. 681 ; 40 W. R. 159; 8 Mor. 
 
 297 284, 321 
 
 [1892], 1 Q. B. 879; 61 
 
 L. J. Q. B. 681; 40 W. R 409; 
 
 9 Mor. 61 284 
 
 Dunster's Case [1894], 3 Ch. 473; 
 
 63 L. J. Ch. 885; 71 L. T. 528; 
 v 43 W. R. 164; 1 Mans. 438. . .164, 
 
 173 
 Dunston v. Imperial Gas Co., 3 B. & 
 
 Aid. 125 116 
 
 Dyett's Case, 43 L. T. 85 440 
 
 Dynevor Collieries Co., W. N. (1878) 
 
 199 55 
 
 , 11 C. D. 605. 
 
 192, 450 
 
 E. 
 
 Eaglesfield v. Marquis of London- 
 derry, 4 C. D. 693 ; 25 W. R. 190 ; 
 35 L. T. 822 223,224 
 
 East Broken Hill v. Mallaby-Deely, 
 11 T. L. R. 465 141 
 
 East Holyford. Mining Co., Ir. R. 
 10 Eq. 361 250 
 
 East Kent Shipping Co., 18 L. T. 
 748 ; W. N. (1868) 206 76 
 
 East Kongsberg Co., 1 Eq. 309 ; 35 
 L. J. Ch. 216; 14 W. R. 244; 13 
 L. T. 627; 12 Jur. S9 171 
 
 East Norfolk Tramways Co., 5 C. D. 
 963 : 26 W. R. 3 169, 170, 171 
 
 East of England Banking Co., 6 Eq. 
 368; 4 Ch. 14 97,98, 116 
 
 . ,7 Ch. 309. 
 
 194, 451 
 
 Eastern, &c, Co., 68 L. T. 321 ; 
 41 W.R. 373; W.N. (1893) 31. .459 
 
 Ebbett's Case, 5 Ch. 302 ; 22 L. T. 
 424 ; 18 W. R. 394 ; 39 L. J. Ch. 
 679 163 
 
 Ebbw Vale Co.'s Case, 5 Ch. 112. .98
 
 XXVI 
 
 Table of Cases. 
 
 Ebbw Vale Co.'s Claim, 8 Eq. 14 . . . 
 
 110 
 
 Eberle's Hotel Co. v. Jonas, 18 
 Q. B. D. 459 ; 35 W. E. 467 ; 56 
 L. J. Q. B. 278 121 
 
 Eclipse Gold Mining Co., 17 Eq. 
 490 86,156,416 
 
 Eddystone Marine Insce. Co. [1893], 
 3 Ch. 9; 62 L. J. Ch. 742; 68 
 L. T. 40S ; 69 L. T. 363 ; 41 W. R. 
 
 642 132, 133, 143, 164, 165, 
 
 167, 456 
 
 Eden v. Blake, 13 M & W. 614 . . .70 
 
 Eden v. Ridsdale's Railway Lamp Co., 
 
 23 Q. B. D. 368; 58 L. J. Q B. 
 579 ; 61 L. T. 444 ; 38 W. R. 55. . 
 
 216 
 Edgbaston Brewery Co., 68 L. T. 
 
 341 24,25,46 
 
 Edgington v. Fitzmaurice, 29 C. D. 
 
 459 ; 53 L. T. 369 ; 33 W. R. 911 ; 
 
 55 L. J. Ch. 650... 142, 222, 223, 
 
 232 
 Edison Telephone Co., 25 Sol. J. 
 
 240 11 
 
 Edmonds v. Blaina Furnace Co., 36 
 
 C. D. 215 ; 36 L. J. Ch. 815 ; 57 
 
 L. T. 139; 35 W. R. 798 105 
 
 Edwards v. Brown [1895], 2 Ch. 21 ; 
 
 64 L. J. Ch. 423; 72 L. T.440; 
 
 43 W. R. 436 208 
 
 v. Cooper, 11 Q. B. 33. 
 
 89 
 v. Edwards, 2 Ch. D. 291 ; 
 
 24 W. R. 713; 34 L. T. 472; 45 
 L.J. Ch.391 473,477 
 
 v. Martin, 25 L. J. Ch. 284. 
 
 468 
 v. Standard, &c, Co. [1893], 
 
 1 Ch. 574 ; 62 L. J. Ch. 605 ; 68 
 
 L. T. 194 ; 41 W. R. 343. .270, 468, 
 
 471 
 Electric and Magnetic Co., W. N. 
 
 (1881) 98; 50 L. J. Ch. 491; 29 
 
 W. R. 714 494 
 
 Electric Telegraph Co. of Ireland, 22 
 
 Beav. 471; 7 Jur. N. S. 901; 
 
 9 W. R. 878 10,23,31,116 
 
 , 26 Beav. 6; 
 
 3 De G. & J. 170 ; 28 L. J. Ch. 12. 
 
 163 
 
 ,24 Beav. 318. 
 
 172 
 Elkington's Case, 2 Ch. 511 ; 36 
 
 L.J. Ch. 593; 15 W. R. 665; 16 
 
 L. T. 84,301 167 
 
 Elkiugton v. Hiirter [1892], 2 Ch. 
 
 452 ; 61 L. J. Ch. 514 ; 66 L. T. 
 
 764 219 
 
 Elliott v. Turquand, 7 A. C. 79 ; 51 
 
 L. J. P. C. 1; 45 L. T.771 ...120, 
 
 121 
 
 Ellis v. Dadson & Co., "W. N. (1891) 
 43 404 
 
 Ellis v. Emmanuel, 1 Ex. D. 157 ; 
 
 46 L. J. Ex. 25 ; 34 L. T. 553; 24 
 
 W. R. 332 90 
 
 Elphinstone v. Monkland Iron Co., 
 
 11 A. C. 332; 35 W. R. 17 ....97, 
 
 415, 417 
 
 Eisner & McArthur's Case [1895], 2 
 
 Ch. 759 130, 132, 406 
 
 Emma Silver Mining Co. v. Grant, 
 
 17 C. D. 122 ; 50 L. J. Ch. 449 ; 
 
 50 L. T. 449 ; 29 W. R. 481 ... 89, 
 
 112,113, 181,215,218 
 
 v. Lewis, 
 
 4 C. P. D. 396; 48 L. J. C. P. 
 
 504; 27 W. R. 836; 40 L. T. 749. 
 
 112, 181 
 
 Emmerson's Case, 2 Eq. 231 ; 1 Ch. 
 
 433; 36 L.J. Ch. 177; 14 W. R. 
 
 905 ; 14 L. T. 746 ; 16 Jur. N. S. 
 
 592 77, 80, 178, 243, 244 
 
 Emperor Life Ass. Soc, 31 C. D. 
 
 78; 53 L. T. 591 ; 34 W. R. 118; 
 
 55 L. J. Ch. 3 404 
 
 Empire Ass. Corp., 16 L. T. 341. .77, 
 
 243 
 
 , 4 Eq. 341. . . .437 
 
 , 17 L. T. 488. .205 
 
 , Bagshaw, Ex -p., 
 
 4 Eq. 341 445 
 
 , Challis' Case, 6 
 
 Ch. 266; 23 L. T. 882; 19 W. R. 
 
 453 ; 40 L. J. Ch. 431 ... . 167, 168 
 , Dougan's Case, 
 
 8 Ch. 540; 42 L. J. Ch. 460; 
 
 21W.R. 495; 28 L.T. 649. . .166, 
 
 168 
 Empire Mining Co., 44 C. D. 402 ; 
 
 59 L. J. Ch. 345 ; 62 L. T. 493 ; 
 
 38 W. R.747 450 
 
 Empress Engineering Co., 16 C. D. 
 
 125 110, 113 
 
 Empson's Case, 9 Eq. 597 ; 22 L. T. 
 
 855; 18 W. R. 765 167 
 
 Engel v. South Metropolitan Brewing 
 
 Co. [1892], 1 Ch.442; 61 L. J.Ch. 
 
 369 ; 66 L. T. 177 ; 40 W. R. 325 . 
 
 267,270,273,299,472 
 
 England's Case, W. N. (1884) 174 . . 
 
 140 
 Englefield Colliery Co., 8 C. D. 388. 
 
 216 
 English and Irish Church, &c, Ass. 
 
 Soc, 1 H. & M. 79 ; 11 W. R. 225 ; 
 
 7 L. T. 669 108, 258 
 
 , 1 H. & M. 85 ; 
 
 8L. T. 724; 11 W. R. 681 . . . .160 
 English and Scottish, &c, Ins. Co., 
 
 5 Ch. 737 ; 39 L. J. Ch. 685. . . .94 
 -23 L.T. 685. 
 
 192
 
 Table of Cases. 
 
 xxvn 
 
 English Bank of the River Plate 
 
 [1892], 1 Ch. 391 ; 61 L. J. Ch. 205 ; 
 
 66 L. T. 177 ; 40 W. R. 325. . .267, 
 
 349 
 
 English Bank of River Plate [1893J, 
 
 2 Oh. 438 ; 62 L. J. Ch. 578 ; 69 
 
 L. T. 14 ; 41 W. R. 521 115 
 
 English Joint Stock Bank, W. N. 
 
 (1886) 199 67,73 
 
 3 Eq. 341 . 
 
 78, 93 
 
 3 Eq. 203. 
 
 198, 199, 201 
 English, Scottish & Australian Bank 
 
 [1893], 3 Ch. 385; 62 L. J. Ch. 
 
 825 ; 69 L. T. 268 ; 42 W. R. 4. . . 
 
 362, 447, 448 
 
 Ennis, &c, Ry. Co., 3 L. R. Ir. 94. .9 
 
 Epineuil, Be Count, 20 C. D. 217. . . 
 
 81, 102, 107 
 
 Equestrian Buildings Co., 1 Meg. 
 
 115 244 
 
 Era Ass. Co., 11 W. R. 320 ; 1 D. J. 
 
 &S. 72; 8L.T. 126 246 
 
 ,1D.J.&S. 29; 11 W. K. 
 
 59; 7 L. T. 404 ; 32 L. J. Ch. 207. 
 
 443 
 
 Erlanger v. New Sombrero, 3 A. C. 
 
 1218 ; 27 W. R. 65; 39 L. T. 269 ; 
 
 48 L. J.Ch. 73 112 
 
 Esparto Trading Co., 12 C. D. 191. . 
 
 137, 168, 173 
 
 Estates Investment Co., 8 Eq. 227 . . 
 
 239 
 Etna Ins. Co., 46 L. J. Ch. 403 ; 25 
 
 W. R. 580 121 
 
 Eupion, &c, Gas Co., W. N. (1875) 
 
 10 225 
 
 European Ass. Soc, 3 C. D. 388 ; 25 
 
 W. R. 279 144, 158 
 
 , Norbury's Case, 
 
 18 S. J. 709 178 
 
 European Ass. Soc., 18 W. R. 9. . .28 
 European Bank, Ex p., 12 Eq. 501 ; 
 
 7Ch.99 103,115, 117 
 
 , 7 Ch. 292; 41 L. J. 
 
 Ch. 501 ; 20 W. R. 499 ; 26 L. T. 
 
 269 179 
 
 , 19 W. R. 268. . .426 
 
 European Banking Co., tx p. Baylis, 
 
 2 Eq. 521 ; 35 L. J. Ch. 690 . . .27, 
 
 48, 239, 242 
 
 , 2 Eq. Ill ; 
 
 32 W.R. 847 241 
 
 European Central Ry. Co., 13 Eq. 
 
 255 85 
 
 , Ex p. Gus- 
 
 tard. 8 Eq. 438 ; 38 L. J. Ch. 610 ; 
 
 17 W. R. 875; 21 L. T. 196. . .177 
 
 ental Financial Ass., 4 Ch. D. 33; 
 46 L. J. Ch. 57 99 
 
 European Central Rv. Co., Parson's 
 
 Case, 8 Eq. 656 ; 39 L. J. Ch. 64. . 
 
 172, 233 
 
 European Life Ass. Soc, 9 Eq. 122 . 
 
 28, 29, 30, 50, 51 
 
 ,10Eq.403. 
 
 240 
 European Society's Arbitration Act, 
 
 8C. D. 679 168 
 
 Eustace v. Dublin Trunk Ry. Co., 
 
 6Eq. 182; 37 L. J. Ch. 716. . .175 
 Evans, J. H., lie, W. N. (1892) 126 . 
 
 331 
 Evans, Ex p., 13 C. D. 252 ; 49 L. J. 
 
 Bk. 7; 41 L. T. 565; 28 W. R. 
 
 127 99,477,478 
 
 , 11 Eq. 151 . . • 115, 260 
 
 v. Bicknell, 6 Ves. 174 . .222 
 
 v. Hallam, L. R. 6 Q. B. 713 ; 
 
 40 L. J. Q. B. 229; 24W. R. 160. .89 
 v. Smallcombe, L. R. 3 H. L. 
 
 249; 37 L. J. Ch. 793; 19 L. T. 
 
 207 130,171,176,246 
 
 „. Wood, 5 Eq. 9 ; 37 L. J. 
 
 Ch. 159; 17 L. T. 190; 16 W.R. 
 
 67 179 
 
 Evan's Case, 2 Ch. 427 ; 15 W. R. 
 
 540 ; 16 L. T. 252 ; 36 L. J. Ch. 
 
 501 I 73 
 
 Evatt, Ex p., 57 L. T. 381 13 
 
 Eve's Case, 16 W. R. 1191 ; 37 L. J. 
 
 Ch. 844 I6 9 
 
 Evelyn v. Lewis, 3 Hare, 472 . . .478 
 
 Even's Claim, 16 Eq. 354 HI 
 
 Everett v. Robinson, 28 L. J. Q. B. 
 
 23 274 
 
 Exchange Banking Co., 50 L. J. Ch. 
 
 827 ; 45 L. T. 431 ; 29 W. R. 882. 
 85, 191 
 
 519; 52 L. J. Ch. 217; 31 W.R. 
 
 174 ; 48 L. T. 86 . . . .122, 207, 210, 
 
 212, 216, 219, 220 
 
 Exchange Bank of Canada v. The 
 
 Queen, 11 A. C. 157 73 
 
 Exchange Drapery Co., 38 C. D. 
 
 171; 57 L. J. Ch. 914; 58 L. T. 
 
 544 ; 36 W. R. 444 . . .92, 156, 183 
 Exhall Mining Co., 4 De G. J. & S. 
 
 377 65,68,70 
 
 Exmouth Docks Co., 17 Eq. 181 .. .7, 
 
 11,56 
 
 Eyre's Case, 31 Beav. 171 . . .139, 229 
 
 Evtou (Adam), Ex p. Charlesworth, 
 
 36 C. D. 299 ; 57 L. J. Ch. 127 ; 
 
 57 L. T. 899 ; 36 W. R. 275. . .268, 
 408, 427 
 
 F. 
 
 Factage Parisien, 34 L. J. Ch. 140 ; 
 
 13 W. R. 330; 11 L. T.556. . . .18, 
 
 30, 34, 35, 51
 
 xxvm 
 
 Table of Cases. 
 
 Fairbairn Engineering Co. [1893], 3 
 Ch. 450 ; 63 L. J. Ch. 8 ; 69 L. T. 
 415; 42 W. R. 115. . .171, 1S3, 405 
 
 Fairfield Shipbuilding Co. v. London 
 and East Coast Co., W. N. (1895) 
 64 471 
 
 Family Endowment Soc., 5 Ch. 118. 
 11,42, 111 
 
 Faris, Ex p., 3 K. & J. 408; 26 
 L.J. Ch. 369 227,231 
 
 Faure Electric Accumulator Co., 58 
 L. T. 42 ; W. N. (1888) 9 211 
 
 , 40 
 
 Ch. D. 141; 58 L. J. Ch. 48; 59 
 
 L. T. 918 ; 37 W. R. 116 132, 
 
 169, 210, 214 
 
 v, 
 
 Phillipart, 5S L. T. 525 151 
 
 Fearnside and Dean's Case, 1 Ch. 
 
 231; 35 L.J. Ch. 307 165 
 
 Federal Bank of Australia, 62 L. J. 
 
 Ch 561; 6S L. T. 728; W. N. 
 
 (1893)77 18,392 
 
 Feiling & Rimington's Case, 2 Ch. 
 
 714; 36 L. J. Ch. 695; 15 W. R. 
 
 948; 16L;T.684 176,178 
 
 Feltom's Executor's Case, 1 Eq. 219. 
 
 162, 209, 221 
 
 Fernandez, Ex p., 30 L. J. C. P. 320. 
 
 202 
 Ferndale Industrial, &c, Society 
 
 [1894], 1 Q. B. 828 ; 70 L. T. 448 ; 
 
 42 W. R. 430 ; 1 Mans. 303 . . 12, 15 
 Ferrao's Case, 9 Ch. 355 ; 43 L. J. • 
 
 Ch. 482 ; 22 W. R. 386 ; 30 L. T. 
 
 211 129,246,251,254 
 
 Fewings, Ex p., 25 C. D. 338; 53 
 
 L. J. Ch. 545; 50 L. T. 109; 32 
 
 W. R, 352 99 
 
 Financial Corp., 2 Ch. 714; 36 L. J. 
 
 Ch. 295 ; 15 W. R. 948 ; 16 L. T. 
 
 684 171 
 
 , 28 W. R. 760; 
 
 W.N. (1880)88 443 
 
 , W. N. (1866) 162. . 
 
 417 
 v. Lawrence, L. R. 
 
 4 C. P. 731 186 
 
 Financial Ins. Co., 7 Ch 296 n. . .179 
 
 , 36 L. J. Ch. 687. 
 
 198, 199, 202 
 
 Findlay, Ex p., 17 C. D. 334 98 
 
 Findlav's Case, 26 Beav. 1S2 ; 27 
 
 L. J.'Ch. 664 175 
 
 Finlay, Ex p., 27 L. J. Ch. 664 . .165 
 Firbank v. Humphreys, 18 Q. B. D. 
 
 54 ; 56 L. T. 36 ; 35 W. R. 92 ; 56 
 
 L.J. Q. B. 57 219 
 
 Fire Annihilator Co., 32 Beav. 561 . . 
 
 40 
 Fire Re-Insurance Corp., W. N. 
 
 (1883)94 151 
 
 Firmstone's Case, 20 Eq. 524 130, 
 
 132 
 
 Firth, Re, 6 C. D. 230 278 
 
 , 12 C. D. 337 ; 48 L. J. Ch. 
 
 122; 46 L. T. 823; 27 W. R. 925. 
 
 301 
 Fisher's Case, 31 C. D. 120 ; 50 L. J. 
 
 Ch. 497; 34 W. R. 335 ; 53 L. T. 
 
 832 166, 167 
 
 Fitzrov Bessemer Steel, &c, Co., 50 
 
 L. T. 144; 32 W. R. 475; 33 
 
 W. R. 312.. 213, 216, 218, 219, 221 
 Flack's Case [1894], 1 Ch. 369; 63 
 
 L. J. Ch. 410 ; 70 L. T. 645 ; 42 
 
 W. R. 345; 8 R. 205; 1 Mans. 
 
 145 . . 59 
 
 Flagstaff Mining Co.',20 Eq. 268. . 28, 
 
 29 
 
 Fleming's Case, 6 Ch. 393 Ill 
 
 Fletcher, Ex p., 6C. D. 350 123 
 
 Fletcher's Case, 37 L. J. Ch. 49 ; 16 
 
 W. R. 75; 17 L. T. 136. .136, 163, 
 
 166, 244 
 
 Flint, Coal & Cannel Co., 56 L. T. 
 
 16; 56 L. J. Ch. 232 59 
 
 Floating Dock Co. of St. Thomas 
 
 [1895], 1 Ch. 691 ; 64 L. J. Ch. 
 
 361 ; 43 W. R. 344 457, 459 
 
 Florence Land and Works Co., W. N. 
 
 1884, p. 112 100 
 
 , IOC. D. 530. 
 
 105, 106, 107 
 Florence Land Co., 29 C. D. 421 ; 52 
 
 L. T. 933. 163, 167 
 
 Follit v. Eddystone Granite Quarries 
 
 [1892], 3 Ch. 75; 61 L. J. Ch. 
 
 567 ; 40 W. R. 6G7 ; 8 T. L. R. 535. 
 
 475 
 Forbes' Case. 19 Eq. 353; 44 L. J. 
 
 Ch. 356 ; 23 W. R. 402 168 
 
 , 8 Ch. 768 ; 42 L. J. 
 
 Ch. 857 169,170 
 
 , 14 Eq. 6 ; 41 L. J. Ch. 
 
 467 ; 20 W. R. 585 ; 26 L. T. 680. 
 
 200 
 Fore St. Warehouse Co., 59 L. T. 
 
 214 ; W. N. (1888) 135 ; 1 Meg. 67 . 
 
 460 
 
 Forest, Ex. p., 2 Giff. 42 91, 120 
 
 Forest of Dean Coal Co., 10 C. D. 
 
 450 85, 210, 211,215 
 
 ,21 C. D. 169. 
 
 498 
 Foreign and Colonial, &c, Co. [1891], 
 
 2 Ch. 395 ; 65 L. T. 78 ; 39 W. R. 
 
 699 ; 7 T. L. R. 458 462, 463 
 
 Forwood's Claim, 5 Ch. 18 100 
 
 Foster & Co.. 19 L. R. Ir. 241 ... .93 
 Fothergill's Case, 8 Ch. 272 ; 42 L. J. 
 
 Ch. 481; 21 W. R. 301 ; 27 L. T. 
 
 642 128,129, 173 
 
 Fourdrinier & Co., Ex p., 21 C. D.
 
 Table of Cases. 
 
 xxix 
 
 510; 31 W.K. 149; 48 L. T. 46 .. 
 
 66 
 Fountain's Case, 4 D. G. J. & S. 
 
 699; 34 L.J. Ch. 593 119 
 
 , 11 Jur. N. S. 553. . 
 
 160 
 Fountain, Ex p., 34 L. J. Ch. 593 ; 11 
 
 Jur. N. S.553 135 
 
 Fowler's Case, 14 Eq. 316 ; 27 L. T. 
 
 748; 21 W.K. 37; 47 L.J. Ch. 9. 
 
 165, 170 
 
 , v. Broad's Patent 
 
 Night Light Co. [1893], 1 Ch. 724 ; 
 62 L. J. Ch. 373 ; 68 L. T. 576 ; 41 
 
 W. K. 247 184, 271, 352, 475 
 
 Fox's Case, 5 Eq. 118. .140, 142,230, 
 
 234 
 
 Fox, Ex p., 6 Ch. 176; 13 W. R. 
 
 1083 ; 40 L. J. Ch. 433 ; 24 L. T. 
 
 336 . . .30, 34, 41, 94, 168, 240, 403, 
 
 422, 437, 438, 439, 442, 445 
 
 , 8 L. T. 223; 11 
 
 W. E. 577 165 
 
 Fox & Braithwaite's Claim, 56 L. T. 
 
 833 110 
 
 Frames v. Bultfontein Mining Co. 
 [1891], 1 Ch. 141 ; 60 L. J. Ch. 99 ; 
 64 L. T. 12 ; 39 W. E. 134 ; 2 Meg. 
 
 374 93 
 
 France v. Clark, 22 C. D. 830; 52 
 L. J. Ch. 362 ; 48 L. T. 185 ; 31 
 W. E. 374 ; 26 C. D. 257 ; 53 L. J. 
 Ch. 585 ; 32 W.E. 466 ; 50 L. T. 1 . 
 
 180 
 
 Frank Mills Mining Co., 23 C. D. 
 
 52 ; 52 L. J. Ch. 457 ; 49 L. T. 
 
 193 ; 31 W. E. 440. . .115, 156, 158 
 
 Franks, Be [1892], 1 Q. B. 647; 66 
 
 L. T. 30; 40 W.E. 384 199 
 
 Fraser v. Cooper, 21 C. D. 718 ; 30 
 W. E. 654; 46 L. T. 371 ; 51 L. J. 
 
 Ch. 575 471 
 
 Fraser v. Province of Brescia Steam 
 
 Tramways Co., 56 L. T. 771. .249, 
 
 251, 259 
 
 Fraser's Case, 42 L. J. Ch. 358; 21 
 
 W.E. 642; 28 L. T. 158 129 
 
 Free Fishermen of Faversham Co., 
 
 36 C. D. 329 ; 57 L. J. Ch. 187 ; 57 
 
 L. T. 577 ; 56 L. T. 422. .8, 11, 25, 
 
 45, 46, 56 
 
 Freehold and General Investment 
 
 Co., 18 Eq. 428 ; 43 L. J. Ch. 639 ; 
 
 22 W.E. 791; 30 L. T. 672 
 
 169 
 
 Freeman v. General Publishing Co. 
 
 [1894], 2 Q. B. 380 ; 63 L. J. Q. B. 
 
 678 ; 70 L. T. 845 ; 42 W. E. 539 ; 
 
 10 E. 366; 1 Mans. 366. . .76, 235, 
 
 247 257 
 
 Freen & Co., 15 W. E. 166 ; 15 L. T. 
 
 406 173 
 
 French, Be, 24 Q. B. D. 63 ; 62 L. T. 
 93; 38 W.E. 52 265 
 
 Fricker's Case, 13 Eq. 178 . .199, 200 
 
 Furdoonjee's Case, 3 C. D. 264. . .150 
 
 Fyte's Case, 4 Ch. 768 ; 38 L. J. Ch. 
 
 725 ; 17 W. E. 978 ; 21 L. T. 13J . 
 
 140, 179, 229, 234 
 
 G. 
 
 Galland, Re, 31 C. D. 296. . . .79, 252 
 [1S92], 1 Q. B. 532 ; 61 
 
 L. J. Q. B. 425 ; 66 L. T. 481 ; 40 
 
 W.E. 385 377 
 
 [1896], 1 Q. B. 68 . . . . 
 
 378, 379 
 Garden Gully, &c, Co. v. McLister, 
 
 1 A. C. 39 137 
 
 Gardiner v. Victoria Estates Co., 12 
 
 C. of S. Cas. 1356 231 
 
 Gardner's Case, 2 Ch. 201 ; 15 W.E. 
 
 325 ; 15 L. T. 552 ; 36 L. J. Ch. 
 
 323 472 
 
 Garnett and Moseley, &c, Mining 
 
 Co., 3 B. & S. 321 ; 13 W. E. 412 . 
 
 186 
 Garstin,^^., 10 W.E. 457. .194, 196 
 Gartness Iron Co., 10 Eq. 412. .96, 246 
 Gaskell v. Gosling, 12 T. L. E. 72 . . 
 
 482 
 Gaslight Improvement Co. v. Terrell, 
 
 10 Eq. 168 84 
 
 Gaudet Freres Steamship Co., 12 
 
 C. D. 882; 48 L. J. Ch. 818. . .195 
 Gay's Case, 5 De G. & S. 122; 1 
 
 D. M. &G. 347 183 
 
 General Co. of Land Credit, 5 Ch. 
 
 363 18 
 
 General Credit Co.,W. N. (1891) 153. 
 
 461 
 General Discount Co. v. Stokes, 17 
 
 C.B.N. S. 765 411 
 
 General Estates Co., 3 Ch. 758 . .105 
 
 8 Eq. 123 . .245 
 
 General Exchange Bank, 14 W. E. 
 
 826; 14 L. T. 582 27,238 
 
 ,15 W. E. 
 
 477 441 
 
 ,4 Eq. 138 . . 
 
 244 
 v. Horner, 
 
 9Eq. 480 215,438 
 
 Ex p. 
 
 Lewis, 6 Ch. 818; 19 W. E. 791; 
 
 24 L. T. 787 ; 40 L. J. Ch. 429 .. . 
 
 441 
 General Financial Bank, 20 Ch. D. 
 
 276 ; 51 L. J. Ch. 490'; 47 L. T. 1 . 
 
 241, 242 
 
 General Finance Co., 23 L. E. Ir. 
 
 173 136
 
 XXX 
 
 Table of Cases. 
 
 General Horticultural Co., 53 L. T. 
 699 104 
 
 ■ 32 C. D. 
 
 512 ; 54 L. T. 898 ; 34 W. R. 681 ; 
 
 55 L.J. Ch.608 104 
 
 4 T. L.R. 
 
 13 255 
 
 General International Agency Co., 
 
 36 Beav. 1 ; 34 L. J. Ch. 337 ; 13 
 
 W. R. 363; 11 L. T. 700 . . .37, 39, 
 
 241, 269 
 
 General Phosphate Corporation,W.N. 
 
 (1893), p. 142 30, 31, 33, 34 
 
 [1895] 
 
 1 Ch. 5 ; 64 L. J. Ch. 195 ; 71 L. T. 
 
 619; 43 W. R. 34 276 
 
 General Property Co. v. Matheson, 16 
 
 C. ofS. Cas. 282 136 
 
 General Provident Ins. Co., 14 Eq. 
 
 507 103 
 
 General Rolling Stock Co., 34 Beav. 
 
 314 ; 13 W. R. 423 25, 46 
 
 (Joint 
 
 Stock Discount Co.'s Claim), 7 Ch. 
 
 646 119 
 
 General Service Co-operative Stores 
 
 [1891], 1 Ch. 496 ; 60 L. J. Ch. 5S6,; 
 
 64 L. T. 272; 7 T. L. R. 230 . .60, 
 
 265 
 
 (2) 64 L. T. 228. . 
 
 272 
 General Share Co. v. Wetley Brick 
 
 Co., 20 C. D. 260 GS, 70, 74 
 
 General S. American Co., 10 Ch. 635 ; 
 
 45 L J. Bk. 54 ; 33 L. T. 112 ; 23 
 
 W. R. 843 90, 102 
 
 Gent, Re, 40 C. D. 190 480, 481 
 
 George, Re, 41 L. T. 739 321 
 
 Gerhard v. Bates, 2 E. B. 476; 22 
 
 L. J. Q. B. 364 ; 17 Jur. 1097 . . 223 
 German Date Coffee Co., 20 C. D. 
 
 169 ; 51 L. J. Ch. 564 ; 46 L. T. 
 
 327; 30 W. R. 717. .22, 23, 21, 32, 
 
 33 
 Getynog, &c, Colliery Co., 7 Ch. 
 
 680 ; 20 W. R. 920 ; 27 L. T. 290 . 
 
 104 
 Gibbs & West's Case, 10 Eq. 312; 
 
 18 W. R. 970 80, 188 
 
 Gilbert's Case, 5 Ch. 559 ; 23 L. T. 
 
 341 ; 18 W. R. 938; 39 L. J. Ch. 
 
 837 . . .137, 171, 177, 178, 228, 244, 
 
 247, 410, 427 
 
 Giles v. Nuthall, W. N. (1S85) 51 . . 
 
 472 
 
 Gill, Re, 46 L. T. 824 90, 100 
 
 Gill's Case, 12 C. D. 755 189 
 
 Gillespie v. City of Glasgow Bank, 
 
 4 A. C 632 154 
 
 Gilman's Case, 31 C D. 420 ; 55 L. J. 
 
 Ch. 509 ; 54 L. T. 205 ; 34 W. R. 
 
 362 173 
 
 Glamorganshire Banking Co., 28 CD. 
 
 620 ; 54 L. J. Ch. 765 ; 51 L. T. 
 
 623; 33 W. R 209 438 
 
 Glanville, Re, 33 W. R. 523 ; 2 Mor. 
 
 71 292 
 
 Glasgow Bank Cases, 4 A. C. 548, 
 
 615,625 81 
 
 Glasier v. Rolls, 42 C. D. 436 ; 58 
 
 L. J. Ch. 820 ; 38 W. R. 113. .222, 
 
 223, 224 
 
 Gledhill's Case, 3 D. F. & J. 713 ; 30 
 
 L. J. Ch. 861 175 
 
 Glen v. Overseers of Fulham, 14 
 
 Q. B. D. 328; 54 L. J. M.C.9; 51 
 
 L. T. 856; 33 W. R. 165 294 
 
 Gliddon, Ex p., 13 Q. B. D. 43. . .90 
 Globe New Patent iron Co., 20 Eq. 
 
 337 29,48 
 
 Gloucester, &c, Ry. Co., 2 Giff. 47. . 
 
 119 
 
 Glover v. Giles, 18 C. D. 173 10 
 
 Glyn, Ex p., 8 Mor. 213 300 
 
 Gold Co., 11 C. D. 701 . . .32, 34, 40, 
 42, 54, 130, 422 
 
 , 12 C. D. 77.. 198, 200, 201, 
 
 415, 416 
 Gold Co. of Southern India, Times, 
 
 3rd March, 1883 414 
 
 Gold Hill Mines, 23 C. D. 210; 49 
 
 L. T. 66 ; 31 W. R. 853. .25, 27, 57 
 Goldie v. Torrance, 10 C. of S. Cas. 
 
 174 163, 169 
 
 Goldsmid's Case, 16 Beav. 262. .142, 
 
 175 
 Goldsmid, Re 18 Q. B. D. 295; 56 
 
 L. J. Q. B. 195 ; 35 W. R. 148 . . 83 
 Gomez, Ex p., 10 Ch. 639; 32 L. T. 
 
 677 ; 23 W. R. 780 90, 102 
 
 Gooch's Case, 14 Eq. 454; 8 Ch. 
 
 266 139,147, 172 
 
 , 7 Ch. 207 200 
 
 Gooch v. London Banking Assoc, 
 
 32 C. D. 41 96, 97, 415, 417 
 
 Good, Ex p., 14 C. D. S2 ; 49 L. J. 
 
 Bk. 49 ; 28 W. R. 553 ; 42 L. T. 
 
 450 90. 100, 103 
 
 Goodman v. Blake, 19 Q. B. D. 77. . 
 
 258 
 Goodson, Ex p., 23 C. D. 297; 52 
 
 L. J. Ch. 428 ; 31 W. R. 308 ; 48 
 
 L. T.424 157 
 
 Goodwin v. Robarts, 1 A. C. 476 
 
 215 
 Gordon's Case, 3 De G. & Sm. 249. . 
 
 178 
 
 Gore and Durant's Case, 2 Eq. 349 . 
 
 103, 172 
 
 Gorrin'.re v. Irwell India Rubber, &c, 
 
 Works, 34 C. D. 128; 55 L. T. 
 
 172; 35 W. R. 86; 56 L. J. Ch. 
 
 85 78, 81, 82, 113 
 
 Gorrissen's Case, 8 Ch. 507; 42 L.J.
 
 liable of Cases. 
 
 xxxi 
 
 Ch. 861 ; 21 W. R. 53G. . . 1G7, 174, 
 
 '231 
 
 ■Gouthwaite, Ex p.,3 M.& G. 187; 3 
 
 DeG. &S. 258; 29L.J. Ch. 188. 
 
 148, 179 
 
 Gover's Case, 1 C. D. 1S2 ; 45 L. J. 
 
 Ch. 83 ; 24 W. R. 125 ; 33 L. T. 
 
 619 180,181,233 
 
 Government of Newfoundland v. 
 
 Newfoundland Ry. Co., 13 A. C. 
 
 199 122, 123 
 
 Government Security Co. v. Dempsey. 
 
 50 L. J.Q. B. 199. .114, 129,189,190 
 , White's Case, 
 
 12 C. D. 511 128 
 
 Government Stock, &c, Co. [1892], 
 
 1 Ch. 597; 61 L. J. Ch. 381; 66 
 
 L. T. 608 ; 40 W. R. 387 462 
 
 Government Stock, &c, Co. v. Manila 
 
 Ry. Co. [1895], 2 Ch. 551 . .468, 471 
 Gower's Case, 6 Eq. 77; 18 L. T. 
 
 317; 16 W. R. 751. .136, 172, 229, 
 
 244 
 Gradv's Case, 1 De G. & S. 488 ; 32 
 
 L. J. Ch. 326 176, 177 
 
 Graham v. Edge, 20 Q. B. D. 683 ; 
 
 51 L. J. Q. B. 406; 58 L. T. 913; 
 36 W. R. 529 70 
 
 Grand Trunk Co. v. Brodie, 3 D. M. 
 
 &G. 146 249,251 
 
 Gray's Case, 1 C. D. 664; 45 L. J. 
 
 Ch. 342 ; 24 W. R. 508 . . .154, 176 
 
 Gray v. Lewis, 8 Ch. 1035 215 
 
 v. Raper, L. R. 1 C. P. 694 . .73 
 
 v. Seckham, 7 Ch. 680 ; 42 L. J. 
 
 Ch. 127; 27 L. T. 290; 20 W. R. 
 
 920 90, 104 
 
 Great Barrier Co., W. N.(1868) 244. 
 
 419 
 Great Berlin Steamboat Co., 26 C. D. 
 
 616; 54 L. J. Ch. 6S; 51 L. T. 
 
 445 79,117 
 
 Great Britain Mutual Life Assoc, 
 
 16 C. D. 246; 43 L. T. 648; 29 
 
 W. R. 202 . . 17, 26, 35, 55, 95, 126, 
 161, 242 
 
 , 20 C. D. 341 . 
 
 109 
 Great Kruger Gold Co. [1892], 3 Ch. 
 
 307; 62 L. J. Ch. 22; 40 W. R. 
 
 641 275, 276, 277, 344 
 
 Great Northern Copper Mining Co., 
 
 20 L. T. 264 ; 17 W. R. 462. . . .30 
 
 , 14 W. R. 705 . 
 
 238 
 Great Northern Ry. Co. v. Tahourdin, 
 
 13 Q. B. D. 320 ; 53 L. J. Q. B. 
 69 ; 50 L. T. 186 ; 32 W. R. 559. .7 
 
 Great Northern and Midland Coal 
 Co., 32 L. J. Ch. 421 ; 3 De G. J. & 
 S. 367; 11 W. R. 46, 675; 8 L. T. 
 472; 2N. R. 145 168 
 
 Great Northern Ry. Co. v. Coal Co- 
 operative Co. [1896], 1 Ch. 187.. 
 
 107 
 
 Great Oceanic Telegraph Co., 13 Eq. 
 30; 25 L. T. 690; 20 W. R. 84; 
 
 41 L. J. Ch. 283 165, 168, 170 
 
 Great Ship Co., 4 De G. J. & S. 63; 
 
 33 L. J. Ch. 245 62, 63, 65 
 
 Great Western Forest of Dean Coal 
 
 Co., Carter's Case, 31 C D. 496 ; 
 
 55 L. J. Ch. 494 ; 54 L. T. 531 ; 34 
 
 W. R. 516 209, 218 
 
 21 C. D. 769 ; 51 L. J. Ch. 743 ; 
 
 30 W. R. 885 ; 46 L. T. 875. . . .24, 
 
 46, 47, 49 
 
 54 L. J. Ch. 254 ; 33 W. R. 444 ; 
 
 W.N. (1885)37 206 
 
 Great Wheal Busy Mining Co., 6Ch. 
 
 196; 40 L. J. Ch. 361; 19 W. R. 
 
 549; 24 L. T. 599 178 
 
 Great Wheal Polgooth, 53 L. J. Ch. 
 
 42 ; 49 L. T. 20 ; 32 W. R. 107 ; 
 W.N. (1883) 114.... 112, 209, 218 
 
 Green's Case, 18 Eq. 428; 43 L. J. 
 
 Ch. 639 ; 22 W. R. 791 ; 30 L. T. 
 
 672 169, 170 
 
 Green v. Marsh [1892], 2 Q. B. 330 . 
 
 71 
 Green v. Smith, 22 C. D. 586; 52 
 
 L. J. Ch. 411 ; 48 L. T. 254 ; 31 
 
 W. R. 413 121 
 
 Greenwood, Ex p., 9 Ch. 511. .49, 82 
 , Ex p., 8 L. T. 846; 11 
 
 W. R. 971 97 
 
 v. Algesiras, &c, Co. 
 
 [1894], 2 Ch. 205 ; 63 L. J. Ch. 670 ; 
 
 71 L. T. 133 473 
 
 Gregg's Case, 15 W. R. 82 245 
 
 Gresham Life Ass. Co., 8 Ch. 446 ; 
 
 21 W. R. 186; 28 L. T. 150; 42 
 
 L.J. Ch. 183 177 
 
 Grey's Case, 59 L. T. 208; W. N. 
 
 (188S) 211 140, 178, 179, 245 
 
 Greys Brewery Co., 25 C. D. 400; 
 
 53 L. J. Ch. 262 ; 50 L. T. 14 ; 32 
 
 W. R. 381 204, 205, 247 
 
 Grieves, He, 13 C. D. 262 ; 41 L. T. 
 
 742 ; 28 W. R. 404 300 
 
 Griffin, Ex p., 14 C. D. 37 ; 49 L. J. 
 
 Bk. 28; 42 L. T. 704 120 
 
 Griffith's Case, 6 Ch. 374 Ill 
 
 Griffith, Ex p., 23 C. D. 69 ; 52 L. J. 
 
 Ch. 717 ; 48 L. T. 450 ; 31 W. R. 
 
 878 83 
 
 v. Paget, 6 C. D. 51 1 ; 5 C. D. 
 
 894 ; 25 W. R. 523 ; 37 L. T. 141 ; 
 
 46 L. J. Ch.493 411,439 
 
 Grimwade, Ex p., 17 Q. B. D. 357 . . 
 
 187 
 v . Mutual Soc, 32 L. T. 
 
 409 210, 212 
 
 Grisewood, Ex p., 4 De G. & J.
 
 xxxn 
 
 Table of Cases. 
 
 544 ; 33 L. T. 322 ; 7 W. R. 681 . . 
 9, 54, 175, 180 
 Grissell, Ex p., Regent's Canal Iron- 
 works Co., 3 C. D. 411 253 
 
 Grissell's Case, 1 Ch. 528 . ..91, 155 
 
 1 87 1 S8 1 SO 
 
 Guillemin, Ex p., 28 C. D. 634 ; 54 
 
 L. J. Ch. 322 ; 52 L. T. 167 . . .77, 
 
 80, 81, 115, 243 
 
 Guinness v. Land Corp. of Ireland, 
 
 22 C. D. 349 ; 31 W. R. 341 .. . .92, 
 
 212, 216 
 
 Gunn's Case, 3 Ch. 40 ; 37 L. J. Ch. 
 
 40; 16 W. R. 97; 17 L. T. 365... 
 
 163, 165 
 
 , 38 L. T. 139 189 
 
 Gustard's Case, 8 Eq. 438 ; 21 L. T. 
 196; 17 W. R. 875; 37 L. J. Ch. 
 610 139, 143, 164,166, 177 
 
 H. 
 
 Habershon's Case, 5 Eq. 2S6. .84, 190 
 Hadfield Cask Co., 8 L. T. 846 ; 11 
 
 W. R. 971 97 
 
 Hafod Hotel Co., 18 L. T. 144 . . .438 
 Hagel v. Currie, W. N. (1867) 75. .60 
 
 Hakim's Case, 7 Ch. 296 n 179 
 
 Hakin, Exp., 25 L. T. 552 199 
 
 Hale, Ex p., 55 L. T. 670 . .222, 231, 
 
 232 
 Halifax Sugar Refining Co., W. N. 
 
 (1891)29 133 
 
 Hall's Case, 5 Ch. 707, 39 L. J. Ch. 
 
 730; 18 W. R. 1058; 23 L. T. 331. 
 137, 173, 176 
 
 , 1 Mac. & G. 307. . . .179 
 
 Hall, Ex p., 23 Ch. D. 614; 52 L. J. 
 
 Ch. 907 ; 49 L. T. 275 ; 32 W. R. 
 
 179 74 
 
 1 De G. M. & G. 1 . . .148, 247, 
 
 360 
 
 Re Cooper, 19 C. D. 580 205 
 
 v. London. Brighton, &c., Ry., 17 
 
 Q. B. D. 230 ; 55 L. J. Q. B. 328 ; 
 
 54 L. T. 713 ; 34 W. R. 558 . . .297 
 
 v. Old Talargoch, 3 C. D. 749 
 
 60, 142, 225 
 Hall & Co., Re A. W., 34 W. R. 56 ; 
 
 53 L. T. 633 ; W. N. (1885) 190 . . 
 
 237, 421 
 
 ,37 Ch. D.712 ; 
 
 57 L. J. Ch. 288 ; 58 L. T. 156. . . 
 
 128, 133, 179 
 
 Hallmark's Case, 9 C. D. 329; 26 
 
 W. R. 824 ; 38 L. T. 660 ; 47 L. J. 
 
 Ch. 868 166 
 
 Hallows v. Fernie, 3 Ch. 467; 36 
 
 L. J. Ch. 267 ; 16 W. R. 873 ; 18 
 
 L. T. 340 222, 224, 232, 407 
 
 Hamer's Devisees' Case, 2 D. M. & G. 
 
 366 147, 150 
 
 Hamer v. Giles, 1 1 C. D 942 64 
 
 Hamilton v. Vaughan-Slierrin, &c, 
 
 Co. [1894], 3 Ch. 589 ; 63 L. J. Ch. 
 
 795; 71 L. T. 325; 43 W. R. 126. 
 
 154, 165, 172 
 
 Hamilton's Windsor Ironworks, 27 
 
 W. R. 827 ; 39 L. T. 658 ; 12 C. D. 
 
 707 62, 103, 105, 106, 253 
 
 Hamilton's (Lord Claud) Case, 8 Ch. 
 
 548 ; 42 L. J. Ch. 465 ; 21 W. R. 
 
 541; 28 L. T. 652 169 
 
 Hamley's Case, 5 C. D. 705 ; 46 L. J. 
 
 Ch. 543 ; 25 W. R. 600 ; 37 L. T. 
 
 349 170 
 
 Hampshire Land Co. [1894], 2 Ch. 
 
 632; 63 L. J.i Ch. 677; 42 W. R. 
 
 601; 1 Mans. 428 342,426 
 
 Hampshire Milk Co., W. N. (1880) 
 
 194; 29 W. R. 170 168,244 
 
 Hankey. Ex p., 26 L. T. 358 194, 
 
 451 
 , W. N. (1869) 226 ; 
 
 21 L. T. 481 196 
 
 Harm, Re, 18 Q. B. D. 393 ; 56 L. J. 
 
 Q. B. 161 ; 55 L. T. 820 ; 35 W. R. 
 
 370; 4Mor. 16 294 
 
 Harben v. Phillips, 23 C. D. 14; 48 
 
 L. T. 334,741 44 
 
 Harding, Ex p , 12 C. D. 557; 48 
 
 L. J. Bk. 115; 41 L. T. 517; 28 
 
 W. R. 158 90 
 
 Plumstead "Water Co., 
 
 11 W. R. 99 ; 8 Jur. N. S. 1140 . . 
 
 250 
 Hardy v. Fothergill, 13 A. C. 351; 
 
 58 L. J. Q. B. 44 ; 59 L. T. 273 ; 
 
 37 W. R. 177 90,95,96,151 
 
 Hare's Case, 4 Ch. 503; 17 W. R. 
 
 628 ; 20 L. T. 127. . . .142, 168, 175 
 
 Hargrove & Co., Ex. p., 10 Ch. 542 . 
 
 8, 10, 116, 246 
 
 Harrnan's Case, 1 C. D. 326 Ill 
 
 Harris's Case, 7 Ch. 587; 41 L. J. 
 
 Ch. 621 ; 26 L. T. 781 ; 20 W. R. 
 
 690 165, 167 
 
 Harris, Ex p., 19 Eq. 253 ; 44 L. J. 
 
 Bk. 31 ; 31 L. T. 621 ; 23 W. R. 
 
 536 89 
 
 Harrison v. Mortgage Insurance Co., 
 
 10 T. L. R. 141 GQ 
 
 v. St. Etienne Brewery Co., 
 
 37 Sol. J. 562 268 
 
 Harrison's Case, 6 Ch. 286 ; 24 L. T. 
 
 691 ; 19 W. R. 572 ; 40 L. J. Ch. 
 
 333 177,178, 180 
 
 Hart, Ex p., 6 Eq. 512 ; 38 L. J. 
 
 Ch. 85 ; 16 W. R. 1033 . . . 164, 245 
 Hartford v. Amicable Mutual Ass. 
 
 Co.,Ir.R. 5C. L. 368 66 
 
 Hartley's Case, 10 Ch. 157. .130, 134, 
 
 233 
 Harvey's Oyster Co. [1894], 2 Ch.
 
 Table of Cases. 
 
 xxxm 
 
 474 ; 63 L. J. Ch. 578 ; 70 L. T. 
 
 795; 42 W. K. 701 ; 1 Mans. 153. . 
 
 167 
 
 Harward's Case, 13 Eq. 30 ; 25 L. T. 
 
 690; 20 W. R. 84; 41 L. J. Ch. 
 
 283 163, 165, 168, 170 
 
 Harwich Harbour, &c, Co., 45 L. J. 
 
 Ch. 56 134 
 
 Harwood, Ex p., 20 L. T. 736 . . . 163, 
 
 166 
 Hastie'fl Case, 4 Ch. 274 . . .127, 150, 
 
 186 
 
 Hatcher, Ex p., 12 C. D. 284 . . .150, 
 
 151, 155, 245 
 
 Hatton's Case, 8 Jur. N. S. 380 ; 31 
 
 L. J. Ch. 340 ; 6 L. T. 123 . . . 138, 
 
 178 
 
 Haven Gold Mining Co., 20 C. D. 151 ; 
 
 51 L. J. Ch. 242 ; 46 L. T. 322 ; 30 
 
 W. R. 389 . .23, 31, 32, 33, 34, 362 
 
 Hawkins, Ex p., 3 Ch. 787 62, 64 
 
 v. Gathercole, 1 Drew. 12. . 
 
 479 
 
 Hay's Case, 10 Ch. 593; 44 L. J. Ch. 
 
 721 ; 33 L. T. 466 .. . 170, 216, 217, 
 
 218 
 
 Haytor Granite Co., 1 Ch. 77. .95, 97, 
 
 246, 417 
 
 Head's Case, 3 Eq. 84 ; 15 W. R. 142; 
 
 36 L. J. Ch. 121 ; 15 L. T. 262 . . . 
 
 143, 179, 234 
 
 Heaton's Steel Co., 4 C. D. 140 . . 133 
 
 Heavan, Ex p., 6 Ch. 462 68, 70 
 
 Hebb's Case, 4 Eq. 9 ; 16 L. T. 308 ; 
 15 W. R. 754; 36 L. J. Ch. 743. . . 
 
 166 
 
 Heiron's Case, 15 C. D. 139 198, 
 
 199, 200, 415, 416, 417 
 
 Helbert v. Banner, L. R. 5 H. L. 28. . 
 
 146, 195 
 
 Helmore v. Smith, 35 C. D. 447 ; 56 
 
 L. J. Ch. 145 ; 56 L. T. 72 ; 35 W. 
 
 R. 157 473,479 
 
 Hemming v. Maddick, 7 Ch. 395.. 
 
 153 
 Henderson's Case, 19 Beav. 107. .178 
 Henderson v. Bank of Australasia, 63 
 
 L. T. 597 403 
 
 v. Laeon, 5 Eq. 249; 16 
 
 W. R. 328 ; 17 L. T. 327 . .60, 221, 
 223,225 
 
 v. Royal British Bank, 7 
 
 E. & B. 356 ; 26 L. J. Q. B. 112 ; 21 
 
 Jur. Ill ; 28 L. T. 286 ; 5 W. R. 286 . 
 
 141, 174 
 
 v. Saunderson, 3 De G. & 
 
 Sm. 249 178 
 
 Hendiey, Re, 1 C. D. 530 ; 34 L. T. 
 
 12 ; 45 L. J. Bk. 98 ; 24 W. R. 557 . 
 
 277, 279 
 
 Henley & Co., 9 C. D. 469 66, 73, 
 
 411 
 E.W. 
 
 Hennessey's Case, 3 De G. & S. 191 ; 
 
 2M. & G. 201 139 
 
 Hercules Ins. Co., 11 Eq. 321 . . .5, 6 
 
 , Pugh & Sharman's 
 
 Case, 13 Eq. 566 152, 154, 172 
 
 Hercynia Copper Co. ("1894], 2 Ch. 
 403; 63 L. J. Ch. 567; 70 L. T. 
 
 709; 42 W. R. 593 169 
 
 Hereford, &c, Engineering Co., 17 
 
 Eq. 423 238 
 
 Hereford, &c.,Waggon Co., 2 C. D. 621 . 
 
 113 
 Herefordshire Banking Co.,4Eq. 250 . 
 
 97 
 
 Heritage's Case, 9 Eq. 5 ; 39 L. J. Ch. 
 
 238 ; 18 W. R. 270 ; 22 L. T. 479. . 
 
 139, 177 
 
 Hermann Loog, 36 C. D. 502 ; 58 L. T. 
 
 47; 35 W. R. 687 ... .58, 249, 252 
 
 , W. N. (1887) 180 ; 
 
 W.N. (1887) 191 78 
 
 Heme Bay Waterworks Co., 10 C. D. 
 
 42 11, 56 
 
 Hertfordshire Brewery Co., 43 L. J. 
 
 Ch. 358; 22 W. R. 359. .10, 24, 36 
 
 Heseltine & Son (1891), W. N. 25. . . 
 
 204 
 Hesketh's Case, 13 C. D. 693 . . .136, 
 
 146 
 
 Hester & Co., 44 L. J. Ch. 757 . .438, 
 
 439, 440 
 
 He ward v. Wheatley , 3 D. M. & G. 628 . 
 
 147 
 
 Hewitt, Re, 15 Q. B. D. 159 197 
 
 Hewitt's Case, 25 C. D. 283 ; 53 L. J. 
 
 Ch.343; 32 W.R. 234; 49L.T.479 . 
 
 169, 171, 173 
 
 Hey ford Co., 5 Ch. 11; 39 L. J. Ch. 
 
 120; 18 W.R. 31; 21 L. T. 412 .. 
 
 173 
 
 , 5 Ch. 270 ; 39 L. J. Ch. 
 
 422 ; 18 W. R. 342 ; 22 L. T. 187. . 
 
 173 
 Hibblewhite v. McMorine, 6 M. & W. 
 
 200 179 
 
 Higgins, Ex p., 601 T. 383 131 
 
 Higgs v. Nort. Assam Tea Co., L. R. 
 
 4 Ex. 387 105 
 
 Higgs' Case, 13 W. R. 937 ; 2 H. & M. 
 
 657; 12 L. T. 669 437 
 
 Hill, Ex p., 23 C. D. 695 ; 52 L. J. Ch. 
 9U3 ; 49 L. T. 278 ; 32 W. R. 177. . 
 
 83 
 
 Hill v. Hill, 55 L. T. 769 10 
 
 Hill's Case, 4 Ch. 769 n. ... 140, 179, 
 
 234 
 Hill Pottery Co., 1 Eq. 649. . .62, 64, 
 
 75 
 
 Hire Purchase Furnishing Co. v. 
 
 Richens, 20 Q. B. D. 387; 58 L. T. 
 
 460; 36 W. R. 365 406 
 
 Hirsche v. Sims [1S94J, A. C. 654; 
 c
 
 XXXIV 
 
 Table of Cases. 
 
 64 L.J. P. C. 1; 71 L. T. 357.... 
 131, 167 
 
 Hoare's Case, 2 J. & H. 229 153 
 
 Hobbs v. Wayet, 36 0. D. 256 ; 56 L. 
 J. Ch. 819 ; 57 L. T. 225 ; 36 W. K. 
 
 73 154 
 
 Hobhouse v. Hollcoinbe, 2 D. & S. 208. 
 
 479 
 Hobv & Co. v. Birch, 59 L. J. Q. B. 
 
 247; 62 L. T. 404 189,411 
 
 Hodges' Distillery Co., 6 Ch. 51 . .127 
 Hodgkinson v. Kelly, 6 Eq. 499 . .424 
 Hodgson, Re, 9 C. D. 673 ; 48 L. J. Ch. 
 
 52; 27 W. E. 38 121 
 
 Hodsoa v. Tea Co., 14 C. D. 859. .106, 
 
 107, 468 
 
 Holbeck Mining Co., 4 T. L. K. 98. . 
 
 411 
 
 Holden's Case, 8 Eq. 444 ; 38 L. J. Ch. 
 
 610; 17 W. K. 875; 21 L. T. 196. 
 
 140, 177, 245 
 
 Holden v. Scottish Heritable Security 
 
 Co., 14 C. of S. Cas. 633 256 
 
 Holdich's Case, 14 Eq. 72 . . .95, 108 
 
 Holliday, Ex p., 31 C. D. 78 ; 53 L. T. 
 
 591;34W.R. 118; 55 L. J. Ch.3.. 
 
 404 
 
 Hollyford Copper Mining Co., 5 Ch. 
 
 93 . . 59 
 
 Hollyoak, Exp', 35 W. W. E. 386 . . 
 
 93 
 Hoist v. Sydney, &c, Coal Co., 69 L. T. 
 
 132 442 
 
 Holwey's Case, 1 De G. & S. 777 .. . 
 
 177 
 
 Home Ass. Ass., 12 Eq. 59 238 
 
 , 12 Eq. 112 26, 47 
 
 Home Counties, &c, Insurance Co., 
 
 4 D. G. & J. 437 ; 28 L. J. Ch. 721 ; 
 
 5 Jur. N. S. 853 ; 7 W. R. 645 ; 33 
 L. T. 294 171 
 
 Home Investment Soc, 14 C. D. 167 ; 
 
 28 W. E. 576 244, 245, 248 
 
 Homer District Cons. Gold Mines, 39 
 
 C. D. 546; 60 L. T. 97 165 
 
 Hood v. Newby, 21 C. D. 605 ; 52 L. 
 
 J. Ch. 204 ; 47 L. T. 721 ; 31 W. E. 
 
 185 89 
 
 Hoole v. G. W. Ey. Co., 3 Ch. 262 . . 
 
 131 
 Hooper v. "Western Counties, &c, 
 
 Telephone Co., 41 W. E. 84; 68 
 
 L. T. 7S ; W. N. (1892) 148 ; 9 T. 
 
 L. E 17 443 
 
 Hop and Malt Exchange Co., W. N. 
 
 (1866), p. 222 22, 30, 239 
 
 , 1 Eq. 
 
 483 ; 35 L. J. Ch. 320 ; 14 L. T. 29 . 
 
 175 
 Hope r. International Financial Soc, 
 
 4 C. D. 327 ; 46 L. J. Ch. 200 ; 25 
 
 W. E. 203; 35 L. T. 924.. 136, 176 
 
 Hope v. Meek, 10 Ex. 829 ; 26 L. J. 
 
 Ex. 11 89 
 
 Hopkins, Re, 18 C. D. 370 ; 45 L. T. 
 
 117; 29 W.E. 767.. 99, 100. 101, 120 
 
 , 19 C. D. 61 ; 30 W. E. 601. 
 
 479 
 (2), 44 L. T. 773 ; 29 W. E. 
 
 752 100 
 
 Horbury Bridge Coal Co., W. N. 
 
 (1879) 51 46, 238 
 
 , 11 C. D. 
 
 109 402,416 
 
 Hornby's Case, 16 W. E. 1164; 19 L. 
 
 T. 237 138, 139, 402, 404, 405 
 
 Home & Hellard, 29 C. D. 736; 54 
 
 L. J. Ch. 919; 53 L. T. 562. . .106 
 
 Horner & Sons, W. N. (1867) 240. . . 
 
 421, 426 
 
 Horsey's Claim, 5 Eq. 561 96 
 
 Horsham Industrial Co., 70 L. T. 
 
 801; 58 J. P. 639 34 
 
 Horsley, Re, 6 Ch. 881 ; 40 L. J. Bk. 
 
 60; 25L.T.400; 19 W.E. 1103.. 
 
 303 
 Hort's Case, 1 C. D. 307. . . .111, 112 
 Houldsworth v. City of Glasgow 
 
 Bank, 5 A. C. 317. . .114, 116, 126> 
 
 133, 141, 142, 230, 231, 232 
 
 Houldsworth v. Evans, L. E. 3 H. L. 
 
 263 ; 37 L. J. Ch. 800 ; 19 L. T. 
 
 211 136, 171, 176 
 
 House and Land Investment Trust, 
 
 42 W.E. 572; 8 E. 232 ; 1 Manson, 
 
 148 68,69 
 
 Household Ins. Co. v. Grant, 4 Ex. D. 
 
 216 ; 48 L. J. Ex. 577 ; 27 W. E. 
 
 858; 41 L. T. 298 165 
 
 Howard & Dollman, Exp., 1 H. & M. 
 
 4.33 _ # . . 115 
 
 Howard's Case, 1 Ch. 561 .' .' .165," 166 
 
 Hoyle, Re, 8 Ch. 562 90 
 
 Hubback, Re, 29 C. D. 934; 54 
 
 L. J. Ch. 923; 33 W. E. 666; 52 
 
 L. T. 908 168 
 
 Hubbuck v. Helms, 56 L. J. Ch. 
 
 536 ; 56 L. T. 232 ; 35 W. E. 574 : 
 
 W. N. 1887, p. 45 . . .106, 107, 468 
 
 Hudson's Case, 12 Eq. 1 146, 195 
 
 Huggons v. Tweed, 10 C. D. 350; 
 
 27 W. E. 495; 40 L. T. 28 470 
 
 Hughes' Claim, 13 Eq. 623 . . .97, 98, 
 
 114, 115 
 
 Hughes v. Hughes, 1 Ves. Jr. 161 . . 
 
 479 
 Hughes v. Twisden, 55 L. J. Ch. 
 
 481 ; 34 W. E. 498 ; 54 L. T. 570. 
 
 224 
 Hughes-Hallett v. Indian Mammoth 
 
 Mines, 22 C. D. 561 ; 52 L. J. Ch. 
 
 418 ; 31 W. E. 285 154 
 
 Hull and Countv Bank, 15 C. D. 
 
 507 " 87
 
 Table of Gases. 
 
 xxxr 
 
 Hull and County Bank, 10 C. D. 
 
 130 '240 
 
 Hull, Barnsley, &c, Ry. Co., W, N. 
 
 (1893)83 118 
 
 Hull Central Drapery Co., 15 CD. 
 
 326 ; 29 W. R. 164 ; 43 L. T. 679. 
 
 75, 253 
 
 Hull Flax Co. v. Wellesley, 6 H. & N. 
 
 38; SOL. J. Ex. 5 411 
 
 Huniber Ironworks Co., 8 Eq. 122 . . 
 91, 113 
 
 . , 2 Eq. 15. . . . 
 
 237, 238, 239, 241 
 , 1 C. D. 576 ; 
 
 45 L. J. Ch. 48 154, 178, 179 
 
 Humble v. Hunter, 12 Q. B. 310. . .70 
 Hummel's Case, 16 S.J. 65. .160, 161 
 Hunt's Annuity Case, 1 H. & M. 79 ; 
 
 11 W. R. 225; 7 L. T. 669 108 
 
 Case, 37 L. J. Ch. 278. . .213, 
 
 217 
 Claim, 20 W. R. 435; 26 
 
 L. T. 384; W. N. 1872, p. 53.. 114 
 Hutchinson, Ex p., 8 D. M. & G. 
 
 177; 25 L. J. Ch. 722 175 
 
 Hutchinson's Case [1895], 1 Ch. 226 ; 
 
 64 L. J. Ch. 131 ; 71 L. T. 667 ; 
 
 43 W. R. 267 168, 169 
 
 Hutton v. Thompson, 3 H. L. C. 161 . 
 
 126 
 Hutton v. West Cork Ry. Co., 23 
 
 C. D. 654; 52 L. J. Ch. 689; 49 
 
 L. T. 420; 31 W. R. 827 116 
 
 Huxley v. West London Ry. Co., 2 
 
 T. L. R. 765 258 
 
 Hvam's Case, 1 De G. F. & J. 75 : 
 
 29 L. J. Ch. 243 ; 8 W. R. 52 ; 6 
 
 Jur. N. S. 181 ; 1 L. T. 113. . .138, 
 
 178 229 
 
 Hyslop v. Morel, W. N. (1891) 19. . . 
 
 224 
 
 I. 
 
 Ilfracombe Ry. Co. v. Nash, 22 L. T. 
 
 209; 18 W. R. 431 170 
 
 Ilkley Hotel Co. [1893], 1 Q. B. 248 ; 
 
 62 L. J. Q. B. 333 ; 68 L. T. 164 ; 
 
 41 W. R. 639 263, 264, 351 
 
 Imperial Anglo-German Bank, 26 
 
 L. T. 229 9, 17 
 
 Imperial Bank of China and Japan, 
 
 1 Ch. 339. . . .40, 41, 415, 416, 422, 
 
 437 
 
 Imperial Bank of China v. Bank of 
 
 Hindustan, &c, 1 Ch. 437; 35 
 
 L.J. Ch. 678; 14 W. R. 811; 14 
 
 L. T. 611 255 
 
 , 6 Eq. 91 ; 35 L. J. Ch. 
 
 262 435,440 
 
 Imperial Continental Water Corp., 
 
 33 C. D. 314 ; 55 L. T. 47 ; 56; 
 
 L. J. Ch. 189 199, 201 
 
 Imperial Guardian Ass. Soc, 9 Eq. 
 
 447; 39 L. J. Ch. 347. . .26, 27, 238 
 
 Imperial Hydropathic Hotel, 49 L. T. 
 
 147 24, 26 
 
 Imperial Land Co. of Marseilles, 10' 
 
 Eq. 298 214 
 
 , Col- 
 borne & Strawbridge, Ex p., 11 Eq. 
 
 478, 498 98, 404, 405. 
 
 , Le- 
 
 vick's Case, 40 L. J. Ch. 180 ; 23 
 
 L.T.238 173; 
 
 , Vi- 
 
 ning's Case, 6 Ch. 96 404 
 
 . Wall's 
 
 Case, 15 Eq. 18 ; 42 L. J. Ch. 372 . 
 
 165 
 Imperial Land Credit Corp., Eve's 
 
 Case, 16 VV. R. 1191 ; 37 L. J. Ch. 
 
 844 169' 
 
 Imperial Mercantile Credit Ass., 
 
 W. N. (1866) 257 41, 52, 239. 
 
 422, 423 
 , 12 Eq.504; 41 L.J. Ch. 
 
 116 256, 437, 439, 440, 441, 442 
 
 , 2 Eq. 264 162 
 
 , Castello's Case, 8 Eq. 
 
 504 172 
 
 v. Coleman, 6 Ch. 558 . . 
 
 215 
 . Curtis' Case, 6 Eq. 455 ; 
 
 37 L.J. Ch. 629 172 
 
 , Payne's Case, 9 Eq. 223 . 
 
 177 
 , Richardson's Case, 19 
 
 Eq. 588; 44 L. J. Ch. 252; 23 
 
 W. R. 467; 32 L. T. 18. . .154, 172 
 , Williams's Case, 9 Eq. 
 
 225 n 177 
 
 Imperial Silver Quarries Co., 16 
 
 W. R. 1220 20 
 
 Imperial Steam Co., 37 L. J. Ch. 
 
 517 63 
 
 Ince Hall Mills Co. v. Douglas Co., 
 
 8Q. B. D. 179 122 
 
 Inchbald v. Western Neilgherry 
 
 Coffee Co., 17 C. B. N. S. 733 ; 34 
 
 L.J. C. P. 15; 11 L. T. 345; 13 
 
 W. R. 95 94, 110,406 
 
 Inchiquin, Lord, Ex p. [1891], 3 Ch. 
 
 28 ; 60 L. J. Ch. 556 ; 64 L. T. 
 
 841; 39 W. R. 610 16S 
 
 Indian Mechanical Gold, &c, Co. 
 
 [1891], 3 Ch. 538; 61 L. J. Ch. 
 
 33; 40 W. R. 184 463 
 
 Ind's Case, 7 Ch. 485; 41 L. J. Ch. 
 
 564; 20 W. R. 430; 26 L. T. 487. 
 
 178 
 Indemnity's Case, Reilly, 33 ; 16 Sol. 
 
 J. 141 109
 
 XXXVI 
 
 Table of Cases. 
 
 Inrlerwick, Ex p., 3 De. G. & Sm. 
 231 34 
 
 India and London Life Ass. Co., 7 
 
 Ch. 651 Ill 
 
 Indian Zoedone Co., Re 26 C. D. 70 ; 
 
 53 L. J. Ch. 4C8; 50 L. T. 547; 
 
 32W.E. 481 402,407 
 
 Inuiiin, Re, W. N. (1891) 202 . . .327, 
 
 330, 331 
 
 Inns of Court Hotel Co., W. N. (1866), 
 
 p. 348 37, 423 
 
 , 6 Eq. 82. . . . 
 
 83, 84 
 International Ass., Ex p. Liquidator 
 
 of, 13 Eq. 547 135 
 
 International Cable Co., 2 Meg. 183 ; 
 
 66 L. T. 253; W. N. (1892) 34; 
 
 8T. L. R. 316 32,92 
 
 International Contract Co., Ex p. 
 
 Spartali, 14 L. T. 726 29, 47 
 
 International Conversion Trust, W.N. 
 
 (1892) 100 461 
 
 International Life Ass. Soc., 5 Ch. 
 
 424 ; 23 L. T. 38 ; 18 W. R. 794 . . 
 
 119, 246 
 
 , 47 L. J. 
 
 Ch. 88 ; 20 L. T. 433. . 192, 417, 438 
 , 2 C. D. 
 
 476 258 
 
 International Marine Hydropathic 
 
 Co., 28 C. D. 470 ; 33 W. R. 587 . . 
 
 72 
 . v. 
 
 Hawes, 29 C. D. 934 ; 54 L. J. Ch. 
 
 923 ; 52 L. T. 908 ; 33 W. R. 666. . 
 
 148 
 International Pulp Co., 3 C. D. 594; 
 
 45 L. J. Cli. 446; 24 W. R. 535; 
 
 35 L. T. 229 58,67 
 
 Inventors' Ass., 2 Dr. & S. 553 ; 13 
 
 W. R. 1033; 12 L. T. 840.. 26, 421 
 Invicta Works Co., W. N. (1894) 39. 
 
 333 
 
 Ireland v. Eade, 7 Beav. 55 480 
 
 Irish Exhibition in London, 10 
 
 T. L. R. 215 114 
 
 Irish Peat Co. v. Phillips, 1 B. & S. 
 
 629; 30 L. J. Q. B. 363 174 
 
 Iron Shipbuilding Co., 34 Beav. 597. 
 
 236 
 Irrigation Co. of France, Ex p. Fox, 
 
 6 Ch. 176; 13 W. R. 1083; 40 
 
 L. J. Ch. 433 ; 24 L. T. 336 . . .51, 
 
 53, 168, 439, 445 
 
 Isaac's Case [1892], 2 Ch. 159; 61 
 
 L. J. Ch. 481; 66 L. T. 593; 40 
 
 W. R. 518 169 
 
 Isle of Wight and Southampton 
 
 Steamboat Co. v. Rawlins, 11 
 
 W. R. 978 ; 9 Jur. N. S. 887 . .255 
 Isle of Wight Ferry Co., 2 H. & M. 
 
 597 7, 10,25,47 
 
 Islington & General Election Supply, 
 W. N. (1892) 81 456, 461 
 
 J. 
 
 Jack, Re, 18 Q. B. D. 682 315 
 
 Jack v. Kipping, 9 Q. B. D. 113; 
 
 51 L. J. Q. B. 463 ; 46 L. T. 169. . 
 
 120, 123 
 
 Jackson v. Napper, 35 C. D. 172 . . 162 
 
 v. Turquand, L. R. 4 H. L. 
 
 305; 39 L. J. Ch. 11 148, 167 
 
 James, R-, 4 De G. & S. 183 260 
 
 , Ex p., 8 Eq. 225 . . .114, 120, 
 
 155 
 v. Boythorpe Colliery Co., 
 
 2 Meg. 55 105 
 
 v. May, L. R. 6 H. L. 328 .. . 
 
 154, 194, 427 
 Japanese Curtains, &c, Co., 28 
 
 W. R. 339 116 
 
 Jarvis-Conklin Mortgage, 11 T.L.R. 
 
 373 17 
 
 Jaynes, Ex p. [1892], 2 Q. B. 587 ; 
 
 61 L. J. Q. B. 526 ; 40 W. R. 624 ; 
 
 66 L. T. 188 321 
 
 Jeaffreson, Exp., 11 Eq. 109 434 
 
 Jefferys v. Dickson, 1 Ch. 183 . . .481 
 Jeffries v. Carey Cycle Co. [1895], 
 
 2 Q. B. 605; 43 W. R. 605; 44 
 
 W. R. 59 226 
 
 Jenkinson v. Biandley Mining Co., 
 
 19 Q. B. D. 568 ; 35 W. R. 834. . . 
 
 105 
 Jenner's Case, 7 C. D. 132 ; 47 L. J. 
 
 Ch. 201 ; 26 W. R. 291 ; 37 L. T. 
 
 807 170 
 
 Jennings v. Baddeley, 3 K. & J. 78. . 
 
 31 
 v. Hammond, 9 Q. B. D. 
 
 225 9 
 
 Jervis v. Wolferstan, 18 Eq. 18 . .149 
 Je.-sop's Case, 2 De G. & J. 638 ; 27 
 
 L. J. Ch.757 176, 177 
 
 Jobling, Exp., 38 C. D. 42 ; 57 L. J. 
 
 Ch. 333; 58 L. T. 823; 36 W. R. 
 
 723 168, 169 
 
 Johannesburg Gold Co. [1892], 1 
 
 Ch. 583; 61 L. J. Ch. 284; 66 
 
 L. T. 205 ; 40 W. R. 456. .272, 273, 
 
 340, 341 
 
 Johannesburg Hotel Co. [1891], 1 
 
 Ch. 119 ; 60 L. J. Ch. 391 ; 64 
 
 L. T. 61 ; 39 W. R. 260 ; 2 Me?. 
 
 409 128, 129 
 
 Johnson v. Lyttle's Iron Agency, 
 
 5 C. D. 687 136 
 
 Johnstone, Re, 33 W. R. 1001; 1 
 
 Mor. 213 321 
 
 Johnston, Ex p. [1891], 2 Q. B. 598 ; 
 
 61 L. J. Q. B. 3 ; 65 L. T. 392 ; 39 
 
 W.R.708 5
 
 Table of Cases. 
 
 xxx vi i 
 
 Joint Stock Coal Co., 8 Eq. 146 . .30, 
 
 52, 241 
 
 Joint Stock Discount Co., Ex p. 
 
 Barned's Banking Co., 10 Ch. 198 . 
 
 103 
 
 v. Brown, 
 
 8 Eq. 381 215 
 
 , Nation's 
 
 Case, 3 Eq. 77 ; 15 W. R. 143 ; 15 
 
 L. T. 308 ; 36 L. J. Ch. 112 . .177, 
 
 179 
 
 Shipman's 
 
 Case, 5 Eq. 219; 37 L.J. Ch. 193 ; 
 
 16 W. R. 354 J77, 178 
 
 , Sichell's 
 
 Case, 3 Ch. 119; 37 L. J. Ch. 373 ; 
 16 W. R. 292 ; 17 L. T. 363 .. . 174 
 Claim, 7 
 
 Ch. 646 91, 120 
 
 Jones v. Gordon, 2 A. C. 616; 47 
 L. J. Bk. 1 ; 37 L. T. 477 ; 26 
 
 W. R. 172 90 
 
 v. Jones, 2 D. G. & S. 294; 
 
 11 L. T. 172 ; 34 L. J. Ch. 11 . . 249 
 
 v. Parcell, 11 Q. B. D. 430 . . 
 
 99 
 
 v. Swansea, &c, Soc, 50 
 
 L. J. Q. B. 428; 44 L. T. 106; 
 
 29 W. R. 382 56,61 
 
 Jones's Case, 6 Ch. 48 ; 40 L. J. Ch 
 
 133 173 
 
 Jones, Lloyd & Co., 41 C. D. 159; 
 58 L. J. Ch. 582 ; 61 L. T. 219 ' 
 
 37 W. R. 615 129 
 
 Joselyne, Ex p., 8 C. D. 327 99 
 
 Judd's Case, 5 Ch. 270 173 
 
 K. 
 
 Karberg's Case [1892], 3 Ch. 1 • 61 
 
 L. J. Ch. 741; 66 L. T. 700; 8 
 
 T. L. R. 637 222 
 
 Karuth's Case, 20 Eq. 506; 44 L. J. 
 
 Ch. 622 168, 169, 171 
 
 Kearns v. Leaf, 1 H. & M. 681 . . .97 
 Keen's Executor's Case, 3 D. M. & G 
 
 ' I72 147,150,179 
 
 Kehoe v. Waterford, &c, Ry. Co., 
 
 21 L. R. Ir. 221 212 
 
 Kelk's Case, 9 Eq. 107; 39 L. J. 
 
 Ch. 231; 18 W. R. 371 171 
 
 Kellock v. Enthoven, L. R. 9 Q. B. 
 
 241 24q jgg 
 
 Kellock's Case, 3 Ch. 769; 16 W. R. 
 
 919 95, 100,467 
 
 Kemp, Ex p. [1894], 3 Ch. 690; 63 
 
 L. J. Ch. 818; 71 L. T. 64; 43 
 
 W. R. 170; 1 Manson, 423; 8 R. 
 
 544 92. 93 97 
 
 Kemp v. Wright [1895], 1 Ch. 121 ; 
 
 64 L. J. Ch. 59 ; 71 L. T. 650 ; 43 
 
 W. R. 213 159, 
 
 Kennard, Be, 11 T. L. R. 283 . ! !213 
 Kennedy, Ex p., 21 Q. B. D. 384. . 
 
 71 
 
 Kennedy v. Panama, &c, Co., L. R 
 
 2 Q. B. 580 ; 36 L. J. Q. B. 260 • 
 
 15 W. R. 1039 ; 17 L. T. 62 . .223 
 
 Kent v. Freehold Land Co., 3 Ch 
 
 493; 17 L. T. 77 ....78,141,142, 
 
 175, 225, 230 
 
 Kent Tramways Co., 12 CD. 312 • 
 
 40 L. T. 393 94 
 
 Kent's Case, 39 C. D. 259 ; 57 L.' J. 
 Ch. 977 ; 59 L. T. 449 ; 36 W. R. 
 
 818 83,86, 128,129 
 
 Ker, Be, 13 C. D. 304 ; 41 L. T. 743 ■ 
 
 28 W. R. 403 301 
 
 Ker's Case, 4 A. C. 549 154 
 
 Kershaw, Be, W. N. (1891) 202. .330 
 Keynsham Co., 33 Beav. 123. .59, W r 
 
 75 
 
 Kibble, Exp., 10 Ch. 373 117 
 
 Kimberley North Block Mining Co., 
 
 58 L. T. 305; W.N. (1888) 126; 
 
 59 L. T. 597 174, 180, 228 
 
 Kincaid's Case, 2 Ch. 412 ; 16 L. T 
 
 222; 36 L. J. Ch. 490; 15 W. R. 
 
 571 175, 230, 232 
 
 , 11 Eq. 192; 40 L. J. 
 
 Ch. 19; 19 W. R. 122; 23 L. T. 
 
 460 168, 169 
 
 King's Case, 2 Ch. 714 ; 36 L. J. Ch. 
 
 295; 15W.R.948; 16L.T. 684.. 
 
 136, 171 
 
 , 6 Ch. 196 ; 19 W. R. 49 ; 
 
 24 L. T. 599; 40 L. J. Ch. 361 .. . 
 154, 158, 164, 178 
 
 King v. Malcott, 9 Hare, 692 97 
 
 King's Cross Industrial Dwellings 
 Co., 11 Eq. 149; 23 L. T. 585 ; 19 
 
 W. R. 225 26 
 
 Kingston Cotton Mills [1896], 1 
 
 Ch. 6 ; 44 W. R. 210 209 
 
 Kingston Royal Marine Hotel Co., 
 
 15 W. R. 978 68 
 
 Kinnerley v. Hossack, 2 Taunt. 170. 
 
 123 
 
 Kintrea, Ex p., 5 Ch. 95 ; 39 L. J. 
 
 Ch. 193; 18 W. R. 197; 21 L. T. 
 
 688 .. . 139, 140, 176, 178, 228, 229, 
 
 231, 235 
 
 Kipling v. Allan, 3 C. P. D. 350; 47 
 
 L. J. C. P. 617; 39 L. T. 188; 27 
 
 W.E. 84 176 
 
 v. Todd, 3 C. P. D. 350 ; 47 
 
 L.J. C. P. 617; 39 L. T. 188; 27 
 
 W.E. 84 168, 173, 174 
 
 Kisch v. Central Railway of Vene- 
 zuela, L. R. 2 H. L. 99"; 15 W. R. 
 821 ; 16 L. T. 500 ; 36 L. J. Ch. 
 849 224
 
 XSXV111 
 
 Table of Cases. 
 
 Kit Hill Tunnel, 16 C. D. 590 . . .91, 
 100, 103, 120 
 
 Klenck v. East India Co. for Ex- 
 ploration, &c, 16 C. of S. Cas. 271 . 
 
 131 
 
 Knight, Ex p., 2 Ch. 321 ; 36 L. J. 
 Ch. 317; 15 W. R. 294; 15 L. T. 
 546 171 
 
 Knott, Re, 7 C. D. 549 n 81, 102 
 
 Knox's Trusts, Re [1895], 1 Ch. 538 ; 
 64 L.J. Ch. 402; 72 L. T. 416; 
 43 W. R. 442 24 
 
 Knox v. Hay man, 67 L. T. 223. . .223 
 
 Kollman's Railway, &c, Improve- 
 ment Co., 3 De G. & S. 175 ; 19 
 L. J. Ch. 166, 332; 2M.&G. 197. 
 171, 172 
 
 20 L. J. 
 
 Ch. 145; 15 Jur. 29 171 
 
 Knowles v. Scott, W. N. (1891) 39 . . 
 
 409 
 
 Krasnapolsky, &c, Co. [1892], 3 Ch. 
 174 ; 61 L. J. Ch. 593 ; 67 L. T. 
 51 ; 40 W. R. 639 . . .24, 25, 38, 46 
 
 L. 
 
 Lacey & Co., 46 L. J. Ch. 660 ; W. N. 
 
 (1877), p. 71 13, 25, 30, 35, 46 
 
 Ladd's Case [1893], 3 Ch. 450 ; 63 
 L. J. Ch. 8; 69 L. T. 415; 42 
 
 W. 11. 115 171, 184,405 
 
 Ladywell Mining Co. v. Brookes, 35 
 C. D. 400 ; 56 L. T. 677 ; 56 L. J. 
 
 Ch. 684; 35 W. R. 785 ..113, 181, 
 
 210, 214, 218, 221 
 
 Lafitte v. Lafitte, 42 L. J. Ch. 716 ; 
 
 21 W. R. 750; 29 L. T. 80 . . . .110 
 Lama Coal Co., 2 Ch. 692 ; 36 L. J. 
 
 Ch.837; 15 W. R. 1054; 16 L. T. 
 
 726 194,412 
 
 La Maucha Irrigation and Land Co., 
 
 8 Ch. 548 ; 42 L. J. Ch. 465 ; 21 
 
 W. R. 541; 28 L. T. 652 169 
 
 Lamb v. Minister, 10 Q. B. D. 
 
 110; 52 L.J. Q. B. 46; 47L. T. 
 
 442; 31 W. R. 117 278 
 
 Lambton, Exp., 10 Ch. 405 ; 44 L. J. 
 
 Ch. 81 ; 23 W. R. 602 ; 32 L. T. 
 
 380 102 
 
 Lamson Store Service Co. [1895], 2 
 
 Ch. 726 459 
 
 Lancashire Brick Co., 34 L. J. Ch. 
 
 331 ; 34 Beav. 330 51, 53 
 
 Lancashire Cotton Spinning Co.,Ex p. 
 
 Carnelley, 35 C. D. 656 ; 56 L. J. 
 
 Ch. 761; 57 L. T. 511 ; 36 W. R. 
 
 305 65,67,71 
 
 Lancaster, &c, Ry. Co., 5 Rail and 
 
 Can. Cases, 632 49 
 
 Lancaster's Case, 14 Eq. 72 n. ; 1 C. D. 
 
 307 108 
 
 Land and Provincial Provident Ass., 
 57 L. J. Ch. 932 ; 58 L. T. 801 .. . 
 
 166 
 
 Land Credit Co. of Ireland, 4 Ch., 
 
 460 ; 39 L. J. Ch. 27 ; 17 W. R. 
 
 689 ; 20 L. T. 641 114, 115 
 
 , 8 Ch. 831 ; 
 
 42 L.J. Ch. 425; 21 W. R. 612; 
 
 28 L. T. 653 174, 178 
 
 Land Development Assoc, 39 C. D. 
 259 ; 57 L. J. Ch. 977 ; 59 L. T. 
 449 ; 36 W. R. 818 . . . . 83, 86, 128, 
 
 129 
 
 Land Development Co. [1892], 2 Ch. 
 
 138 ; 40 W. R. 551 ; 66 L. T. 694. . 
 
 273 
 
 Land Loan, &c, of S. Africa, 54 L. J. 
 
 Ch. 550 ; 52 L. T. 501 ; 33 W. R. 
 
 450 ; W. N. (1885) 59 1 27, 165 
 
 Laud Securities Co., 42 W. R. 624; 
 
 8 R. 713 ; 1 Manson, 369 . . .37, 38 
 
 Laud Shipping Colliery Co., 18 L. T. 
 
 786 165 
 
 , Harwood, 
 
 Ex p., 20 L. T. 736 116 
 
 Lauds Allotment Co. [1894], 1 Ch. 
 
 616; 63 L. J. Ch. 291 ; 70 L. T. 
 
 •""286 ; 42 W. R. 404. .213, 214, 215, 
 
 220 
 Lane, Re, 23 Q. B. D. 74 ; 58 L. J. 
 
 Q. B. 373 ; 61 L. T. 54 90 
 
 Lang, Re, 36 Sol. J. 271 330, 383 
 
 Langham Skating Rink Co., 5 C. D. 
 
 669 ; 46 L. J. Ch. 345 ; 36 L. T. 
 
 605. . .22, 23, 30, 31, 33, 34, 41, 51, 
 
 52, 422 
 
 , 6 C. D. 
 
 102 . . .239 
 
 Langley Mills' Steel Co., 12 ' Eq.*26 ; 
 
 40 L. J. Ch. 313; 24 L.T. 382; 19 
 
 W. R. 674 35, 46, 47, 238, 239 
 
 Laukester's Case, 6 Ch. 905 n.,910. . 
 139, 229 
 Lauyon v. Smith, 3 B. & Sm. 938. .73 
 Larking, Ex p., 4 C. D. 566 . .91, 113 
 Lathom ^.Greenwich, &c.,Co., 93 L.T. 
 Jo. 458 ; 36 S. J. 789 . . 269, 468, 473 
 
 Law, Ex p., De Gex. 378 123 
 
 Law v. Glenn, 2 Ch. 641 481 
 
 Law Courts Chambers Co., 61 L. T. 
 
 669 45,47 
 
 Lawes' Case, 1 D. M. & G. 421 . .136 
 
 Lawrence's Case, 2 Ch. 412 142 
 
 Lawton, Ex p., 1 K. & J. 204 23 
 
 Laxon & Co. (No. 1) [1892], 3 Ch. 31 ; 
 40 W. R. 614; 67 L. T. 584; 8 
 T. L. R. 652. . . 266, 267, 313, 315, 
 
 326 
 
 (No. 2) [1892], 3 Ch. 
 
 555 ; 61 L. J. Ch. 667 ; 67 L. T. 
 
 S5; 40 W. R. 621 10,24 
 
 (No. 3) [1S93], 1 Ch.
 
 Table of Cases. 
 
 xxxix 
 
 210; 41 W. R. 62; 62 L. J. Ch. 
 
 206; 67 L. T. 654 276 
 
 I .earoyd v. Halifax, J. S. Bank [ 1 893], 
 
 1 Ch. 68(5 ; 62 L. J. Ch. 509 ; 68 
 
 L. T. 158 : 41 W. R. 344 203 
 
 Leathley v. McAndrew, W. N. (1875), 
 
 259 t , 471 
 
 Leaver, Me p' y 51 L. T. 817. .19S, 199 
 Lee & Chapman's Case, 30 C. D. 216 ; 
 
 54 L. J. Ch. 460 ; 53 L. T. 65 ; 33 
 
 W. R. 513 61,77, 110 
 
 & Moor's Case, 5 Eq. 368 ; 16 
 
 W. R. 685 180 
 
 v. Neuchatel Asphalte Co., 41 
 
 C. D. 1; 58 L. J. Ch. 408; 61 
 
 L. T. 11 ; 37 W. R. 321 . .212, 457 
 Leech's Claim, 6 Ch. 388 ; 40 L. J. 
 
 Ch. 590 100,253 
 
 Leeds Banking Co., 3 Eq. 781 . .152 
 , 1 Eq. 225; 11 
 
 Jm\ N. S. 965 ; 13 L. T. 456 ; 14 
 
 W. R. 72 166 
 
 Exp. Clarke, 14 
 
 W. R. 856 196 
 
 Leeds Estate Building and Invest- 
 ment Co. v. Shepherd, 36 C. D. 
 
 787 ; 57 L. J. Ch. 46 ; 57 |L. T. 
 
 684; 30 W. R. 322. . .209, 212, 220 
 Leeke's Case, 6 Ch. 469; 40 L. J. 
 
 Ch. 254 ; 10 W. R. 664 ; 22 L. T. 
 
 724 168, 170, 173, 185 
 
 Leggatt, Be, 8 Ch. 965; 42 L. J. Bk. 
 
 87; 21 W. R. 874 102 
 
 Legg v. Mathiesson,2 Giff, 71. . .468 
 Leicester Club Racecourse Co., Ex p., 
 
 Cannon, 30 C. D. 629; 53 L. T. 
 
 340 ; 34 W. R. 14 . 85, 92, 93, 116 
 Leifchild's Case, 1 Eq. 231 . .127, 153 
 Leisliam v. Cochrane, 1 Moo. P. C. 
 
 N. S.315 178 
 
 Le Lievre v. Gould [1893], 1 Q. B. 
 
 491 ; 62 L. J. Q. B. 353 ; 68 L. T. 
 
 626; 41 W. R. 468 223 
 
 Lennox, Ex p., 16 Q. B. D. 315; 54 
 
 L. T. 452; 34 W. R. 51 ; 55 L. J. 
 
 Q. B. 45 28 
 
 Lennox Publishing Co., 61 L. T. 787 . 
 
 45, 243 
 
 , Ex p. Storey, 
 
 62 L. T.791 141, 174, 175 
 
 Leslie, Ex p., 20 C. D. 131 ; 51 L. J. 
 
 Ch 689; 46 L. T. 548 90 
 
 Lethbridge v. Adams, 13 Eq. 547. . . 
 119, 135, 182, 185, 258 
 
 Levi v. Ayres, 3 A. C. 842 151 
 
 Levick, Ex p., 5 Eq. 69. .65, 66, 246, 
 
 254 
 Levick's Case, 40 L. J. Ch. 180; 
 
 23 L. T. 838 164, 173 
 
 Levita's (A.) Case, 3 Ch. 36; 16 
 
 W. R. 95 ; 17 L. T. 337. .163, 170 
 (G. H.), 5 Ch. 489; 39 
 
 L. J. Ch. 673 ; 22 L. T. 395. .162, 
 
 163, L66 
 Levy v. Abercorris Slate Co., \\1 
 
 C. D. 260 ; 57 L. J. Ch. 202 ; 58 
 
 L. T. 218; 36 W. R.411 105 
 
 v. Langridge, 4 M. & W. 337; 
 
 7L. J. Ex.387 223 
 
 Lewis's Case, 6 Ch. 818 ; 19 W. R. 
 
 791; 24 L T. 787; 40 L. J. Ch. 
 
 429 441 
 
 Liberator B. S., 71 L. T. 406. .209,218 
 Licensed Victuallers' Co., 15 W. R. 
 
 917; 17 L. T. 8 415 
 
 Mutual Trading 
 
 Assoc, 42 C. D. 1 ; 59 L. J. Ch. 
 
 467 ; 60 L. T. 684 ; 37 W. R. 674. 
 
 132, 163, 167, 174 
 
 Life Ass. of England, 34 L. J. Ch. 
 
 64 ; 12 \V. R. 1069 ; 12 L. T. 43. . 
 
 59, 66, 75 
 
 Lindsay, Be, 10 Ch. 405 ; 44 L. J. 
 
 Bk. 81 ; 23 W. R. 602 ; 32 L. T. 
 
 380 102 
 
 Ex p. [1892], 1 Q. B. 327 ; 
 
 63 L. T. 464 ; 40 W. R. 159 ; 7 
 
 T. L. R. 749 318,346 
 
 Linton v. Linton, 15 Q. B. D. 239 ; 
 
 54 L. J. Q. B. 529 ; 52 L. T. 782 ; 
 
 33 W. R. 714 ; 49 J. P. 597 .. . .90 
 
 Lintott, Ex p., 4 Eq. 184 185 
 
 Lion Life Assurance Co. v. Atkinson, 
 
 W. N. (1885) 54, 78 61 
 
 Mutual, &c, Insce. Ass. v. 
 
 Tucker, 12 Q. B. D. 176 ; 53 L. J. 
 
 Q. B. 185 ; 49 L. T. 764 ; 32 W. R. 
 
 546 86, 126, 128, 155, 156, 184 
 
 Lisbon Steam Tramways Co., 2. C. D. 
 
 575 199, 202, 205 
 
 Lister, Henry & Co. [1892], 2 Ch. 
 
 417; 40 W. R. 589; 8 T. L. R. 
 
 538 300,301 
 
 Little Down and Ebbw Rocks Co., 
 
 3L. T. 483 168 
 
 Littledale, Ex p., 9 Ch. 257 . . 136, 158, 
 
 229, 251 
 
 Littlehampton Steam Co., 34 Beav. 
 
 256; 34 L. J. Ch. 237; 13 W. R- 
 
 420 ; 12 L. T. 8 ; 2 De G. J. & S. 
 
 521 ; 5 Eq. 110 38, 40, 54, 176 
 
 Liverpool Civil Service Association, 
 
 Ex p. Greenwood, 9 Ch. 511 . . .82 
 Liverpool Household Stores Ass., 
 
 W.N. (1889)48 259 
 
 ., 62 L. T. 873 . 
 
 211 
 Liverpool and London Guarantee Co., 
 
 46 L. T. 54 ; W. N. (1882) 18 ; 30 
 
 W. R. 378 84, 85,213 
 
 Liverpool Loan Co., 32 L. J. Ch. 96 ; 
 
 11 W. R. 131 186 
 
 Llanharry Hematite Co., 12 W. R. 
 
 814 ; 994 ; 4 De G. J. & S. 426 ; 33
 
 xl 
 
 Table of Cases. 
 
 L. J. Ch. 731; 4 N. R. 389; 10 
 
 L. T. 770 168, 169 
 
 Llanfrynach Mining Co., 9 W. R. 
 
 500; 4 L. T. 154 425 
 
 Llan^ennech Coal Co., 56 L. T. 475; 
 
 36 W. R. 127 ; W. N. (1887) 22. .78 
 
 Llansamlet Co., 16 Eq. 145 90 
 
 Lloyd, Ex p., 1 Sim N. S. 248 . . .246 
 Lloyd v. Lloyd (David) & Co., 6 C. D. 
 
 339 ; 25 W. R. S72 ; 37 L. T. 83. . 
 
 61, 470 
 
 Lloyd Generale Italiano, 29 C. D. 
 
 219; 54 L. J. Ch. 748; 33 W. R. 
 
 728 18 
 
 Lobbon, Ex p., 17 Ves. 331 90 
 
 Lock v. Queensland, W. N. (1896) 4. 
 
 92 
 
 Locking v. Parker, 8 Ch. 30 474 
 
 Loder, Ex p., 37 L. J. Ch. 846. . . 114 
 
 Logan, Ex p., 9 Eq. 149 86, 94 
 
 Lombard Deposit Bank, 50 L. J. Ch. 
 
 749 ; 45 L. T. 346 246 
 
 London and Australian Agency Co., 
 
 29 L. T. 417; 22 W. R. 45; W. N. 
 
 (1873) 198 242, 406, 407 
 
 London and Birmingham Alkali Co., 
 
 1 De G. F. & J. 2.V7 45, 48 
 
 London and Blackwall Ry. Co. v. 
 
 Limehouse Board, 26 L. J. Ch. 164 . 
 
 259 
 London and Caledonian Insurance 
 
 Co., 11 C. D. 140 . .11, 36, 417, 418 
 London and Colonial Bank, 7 Eq. 
 
 550 190, 246 
 
 London aud County Ass. Soc , 2 De 
 
 G. & J. 638 ; 27 L. J. Ch. 757 . . 176, 
 
 177 
 London and County Coal Co., 3 Eq. 
 
 355 22, 30, 33,52 
 
 Loudon and County General Agency 
 
 Ass., 4 Ch. 503; 17 W. R. 628; 20 
 
 L. T. 127 168 
 
 London and Devon Biscuit Co., 12 
 
 Eq. 190 63,65 
 
 London General Bank [1895], 2 Ch. 
 
 166 ; 72 L. T. 611 ; 43 W. R. 581. . 
 
 209 
 
 [1895], 2 Ch. 673 210 
 
 38 S. J. 682 : 29 L. J. N. C. 469 ; 
 
 93 L. T. Jo. 428. .275, 278, 327, 347 
 London and Lancashire Paper Mills 
 
 Co., 57 L. J. Ch. 766 ; 59 L. T. 
 
 362 ; W. N. (1888) 63. . . . 200, 203 
 London and Leeds Bank, 56 L. J. 
 
 Ch. 321 ; 56 L. T. 115; 35 W. R. 
 
 344; W. N. (1887) 31 . . .141, 222, 
 
 223, 224, 230, 231, 232 
 
 London and Manchester Ass. Co., 1 
 
 Ch. D. 466 16,30 
 
 London aud Mediterranean Bank, 15 
 
 W. R. 33; 15 L. T. 153; W. N. 
 
 (1866) 317 . . .37, 41, 420, 422, 423, 
 
 424, 425 
 
 London and Mediterranean Bank, 3 
 
 Ch. 651 114 
 
 , 5 Ch. 567. 
 
 116 
 London and Mercantile Discount Co., 
 
 1 Eq. 277 40,41,422 
 
 London aud Metropolitan Counties, 
 
 &c, Invest. Soc, W. N. (1889), 
 
 p. 18 13, 14, 34, 51 
 
 London and New York Investment 
 
 Co. [1895], 2 Ch. 860 457, 459' 
 
 London and Paris Banking Co., 19 
 
 Eq. 444 ; 23 W. R. 643. .25, 27, 46 
 London and Provincial Coal Co., 5 
 
 C. D. 525 ; 36 L. T. 545 ; 46 L. J. 
 
 Ch. 842 173 
 
 London and Provincial Electric Ligh t 
 
 ing Co., 55 L. T. 670 .. . .222, 224, 
 
 231, 2:;2 
 
 London and Provincial Starch Co., 
 
 Ex p., Adams, 16 L. T. 474 ; W. N. 
 
 (1867), p. 172 39,217 
 
 London and South Western Bank, 
 
 Ex p., 36 L. J. Ch. 807 ; 16 L. T. 
 
 691 414 
 
 London and Staffordshire Ins. Co., 
 
 24 C. D. 149 ; 53 L. J. Ch. 78 ; 
 
 48 L. T. 955 ; 31 W. R. 781 . . . 232, 
 
 233 
 London and Suburban Bank, 6 Ch. 
 
 641 ; 19 W. R. 600, 763. . . .30, 45, 
 
 50,51 
 
 , 19 W. R. 
 
 88; 22 L. T. 447 240 
 
 , 15 Eq. 
 
 274 230 
 
 [1892], 1 
 
 Ch. 604; 61 L. J. Ch. 316; 66 
 
 L. T. 716 ; 40 W. R. 326. .265, 306 
 London and Westminster Ass. Co., 
 
 14Jur. 929 182 
 
 London and Westminster Bread Co., 
 
 62 L. T. 224 ; W. N. (1890) 3 ; 59 
 
 L. J. Ch. 155; 3S W. R. 277 . .437 
 London Bank of Scotland, 15 W. R. 
 
 1103 ; W. N. (1867) 114. . .41, 228, 
 
 409, 422 
 
 , Ex p., 12 
 
 Eq. 268 164, 167, 440 
 
 London, Bombay, &c, Bank, 36 L. J. 
 
 Ch. 785; 9 Ch. 686 . . .86, 100, 404 
 , 18 C. D. 
 
 581 ..151 154 
 
 London Celluloid Co.', 39 C. D. 190 ; 
 
 57 L. J. Ch. 843; 59 L. T. 109; 
 
 36 W. R. 673. . .128, 129. 131, 132, 
 
 133, 165, 179 
 
 London Chartered Bank of Australia 
 
 [1893], 3 Ch. 540; 62 L. J. Ch.
 
 Table of Cases. 
 
 xli 
 
 S41 ; 69 L. T. 593 ; 42 W. 11. 14. . 
 
 449 
 
 London Cotton Co., 2 Eq. 53. .02, 63, 
 
 65 
 
 London Financial Ass. v. Kelk, 26 
 
 C. D. 107; 53 L. J. Ch. 1025; 50 
 
 L. T. 492 211 
 
 London Flour Co., 19 L. T. 136; 16 
 
 W. E. 552 42,420,423 
 
 London Founders Association, and 
 
 Palmer v. Clarke, 4 T. L. R. 377. 
 
 177 
 
 London, Hamburg, &c, Bank, Em- 
 
 merson's Case, 2 Eq. 231 ; 1 Ch. 
 
 433 243,244 
 
 , Ward 
 
 & Henry's Case, 2 Ch. 431; 36 
 
 L. J. Ch. 462; 16 L. T. 254. . .179 
 London, &c, Hotels Co. [1892], 1 
 
 Ch. 639; 61 L. J. Ch. 273; 66 
 
 L.T. 19; 40 W.R. 298. .97,100, 123 
 
 London India Rubber Co., 1 Ch. 329 . 
 
 6, 28, 36, 401, 419 
 
 London Marine Ins. Ass., 8 Eq. 176 . 
 
 9, 86, 116, 258 
 
 ,4 Ch. 611. 
 
 143 
 London Metallurgical Co. v. Coles, 
 
 11 T. L. R. 377 133 
 
 , Re [1895], 
 
 1 Ch. 758; 64 L. J. Ch. 442; 72 
 
 L. T. 421 ; 43 W. R. 476. .248,323 
 
 London Quays, &c, Co., 3 Ch. 394. . 
 
 426, 427 
 
 London Steamboat Co., W. N. (1883) 
 
 123; 31 W.R. 781 461 
 
 London Trust Co. v. Mackenzie, 
 
 W. N. (1893) 9; 68 L. T. 380; 9 
 
 T. L. R. 201 281 
 
 London Wharfing Co., 35 Beav. 37 . . 
 
 25,26 
 
 ■ ■ , 54 L. J. Ch. 
 
 1137; 53 L. T. 112; 33 W. R. 
 
 836 ; W. N. (1885) 163 99 
 
 Longilendale Cotton Spiuning Co., 
 
 SC. D. 150 61 
 
 Longworth, Ex p., 1 De G. F. & J. 
 
 17 10 
 
 Lonsdale Ironstone Co., 16 W. R. 
 
 601 39 
 
 Los, Ex p., 12 L. T. 690 ; 34 L. J. 
 
 Cb. 609 ; 11 Jur. N. S. 661 . . .229, 
 
 437, 445 
 
 Lovatt v. Oxford Ironstone Co., 30 
 
 Sol. J. 338 62 
 
 Lowe's Case, 9 Eq. 589 ; 39 L. J. Ch. 
 
 458 ; 18 W. R. 370. . . 140, 179, 234 
 Lowe r. Blackmore, L. R. 10 Q. B. 
 
 485 99 
 
 Lowndes v. Garnett Mining Co., 2 
 
 J. & H. 282 ; 31 L. J. Ch. 451 
 
 36, 417 
 
 Lucas v. Dicker, 6 Q. B. D. 84 ; 50 
 
 L. J. C. P. 190; 43 L.T. 429... 89 
 Lucigen &. Co., Re, 36 Sol. J. 540 . . 
 
 331 
 Lucy's Case, 4 D. M. & G. 356 . . 195 
 Lumsden v. Buchanan, 4 Macq. 950. 
 
 153 
 Lumsden's Case, 4 Ch. 31 ; 17 W. R. 
 
 65 ; 19 L. T. 437 ... . 137, 139, 164, 
 
 172 
 Lund's Case, 27 Beav. 465 ; 28 L. J. 
 
 Cb. 628 138, 175, 178, 229 
 
 Luudy Granite Co., 6 Ch. 462 . . 68, 70 
 Lyduey, &c, Iron Co. v. Bird, 33 
 
 C. D. 85 ; 34 W. R. 749 ; 55 L. T. 
 
 558; 55 L. J. Ch. 875.. 112, 181, 218 
 
 358; 52 L. J. Ch. 640;' 48 L. T. 
 
 893 255 
 
 Lynes, Ex p., 26 W. R. 432 ; 38 L. T. 
 
 90 186,230 
 
 Lyon's Case, 35 Beav. 646 ; 12 Jur. 
 
 N. S. 738 ; 14 L. T. 507 ; 14 W. R. 
 
 720 164, 174 
 
 Lyster's Case, 4 Eq. 233; 36 L. J. 
 
 Ch. 616; 16 L. T. 824; 15 W. R. 
 
 1007 140, 171 
 
 M. 
 
 McDonald, Sons & Co. [1894], 1 Ch. 
 
 89 ; 63 L. J. Q. B. 193 ; 69 L. T. 
 
 567 ; 1 Mans. 319. . .133, 143, 164, 
 
 165, 167 
 
 MacDowall's Case, 32 C. D. 366 ; 54 
 
 L. T. 667; 34 W. R. 529; 55 
 
 L. J. Ch. 620 93 
 
 McEuen v. West London Wharves 
 
 Co., 6 Ch. 655 54, 176 
 
 McEwen v. London & Bombay, &c, 
 
 Bank, W. N. (1866) 407; 15 L. T. 
 
 495 60, 61 
 
 McEwen's Case, 6 Ch. 582. .146, 150, 
 
 186 
 
 Macfarlane's Claim, 17 C. D. 337. . . 
 
 88, 95, 108, 109 
 
 Mclver's Claim, International Life 
 
 Ass. Soc, 5 Ch. 424 ; 23 L. T. 38 ; 
 
 18 W. R. 794 , 119, 246 
 
 Mack v. W r ard, W. N. (1S84) 16 . .64 
 
 Mackay, Ex p., 58 L. T. 237 187 
 
 McKay's Case, 2 C. D. 1. . .207, 208, 
 216, 217, 218 
 
 Mackenzie, Ex p., 7 Eq. 240 92, 
 
 114, 121, 155, 189 
 Mackenzie's Case, Eur. Arb. L. T. 
 
 141 ; 18 Sol. J. 223 164 
 
 Mackenzie v. Gear, 4 Ch. 2 n 55 
 
 McKewan's Case, 6 C. D. 447 . . .86, 
 
 155, 156 
 
 Mackintosh v. Pogose [1895], 1 Ch.
 
 xlii 
 
 Table of Cases. 
 
 505 ; 64 L. J. Ch. 274 ; 72 L. T. 
 
 251; 43 W. E. 247 84 
 
 Maclagan's Case, 51 L. J. Ch. 841 .. 
 
 249 
 Maclure, Ex p., 5 Ch. 737 ; 39 L. J. 
 
 Ch. 685 94,406 
 
 , 23, L. T. 685 192 
 
 McMahon v. North Kent Ironworks 
 
 [1891], 2 Ch. 148; 60 L. J. Ch. 
 
 372 ; 64 L. T. 317 ; 39 W. K. 349 . 
 
 269, 468 
 
 MacNeill's Case, 10 Eq. 503; 39 
 
 L. J. Ch. 822 ; 18 W. R. 1126. . . . 
 142, 175, 230 
 
 Macredie, Ex p., 8 Ch. 535 123 
 
 Madras Coffee Co., 17 W. R. 643 .. . 
 
 41, 238, 422 
 
 Madras Irrigation Co., W. N. (1SS1) 
 
 172 448 
 
 Madrid Bank, 2 Eq. 216 113, 117 
 
 , v. Bayley, L. R. 2 
 
 Q. B. 37 405 
 
 v. Pelly, 7 Eq. 442 . . . 
 
 66, 215, 246, 254 
 Wilkinson's Case, 2 
 
 Ch. 536 ; 36 L. J. Ch. 4S9. . . . 174, 
 
 175 
 Madrid, &c., Ry. Co., 2 Mac. & G. 
 
 169; 19 L. J. Ch. 260 18 
 
 Maggi, Be, 20 C. D. 545 ; 51 L. J. 
 
 Ch. 560 ; 30 W. R. 729 ; 46 L. T. 
 
 362 99, 101, 102 
 
 Maguire's Case, 3 De G. & S. 31 ; 18 
 
 L. J. Ch. 256 178 
 
 Mahler, Be, 1 Mor. 273 292 
 
 Maitland's Case, 3 Giff. 28 169 
 
 , 38 L. J. Ch. 554. . . 
 
 172 
 Makins v. Ibbotson & Sons, [1S91], 
 
 1 Ch. 133 ; 60 L. J. Ch. 164 ; 63 
 
 L. T. 515 ; 39 W. R. 73 . .270, 471 
 Maiden, Be, 3 Mor. 185; 55 L. T. 
 
 708 291 
 
 Mallorie's Case, 2 Ch. 181 ; 15 L. T. 
 
 458 ; 15 W. R. 270; 36 L. J. Ch. 
 
 141 165, 167 
 
 -, 15 W. R. 52; 15 L. T. 
 
 236 244 
 
 Mammatt v. Brett, 54 L. T. 165. .176 
 Mammoth Copperopolis of Utah, 50 
 
 L. J. Ch. 11 ; 43 L. T. 754. . . .211 
 Manchester Economic Building Soc, 
 
 24 C. D. 488; 53 L. J. Ch. 115; 
 
 49 L. T. 793 ; 33 W. R. 325 . . .37, 
 
 420 
 Manchester Finance Co., 22 W. R. 
 
 41 ; 29 L. T. 441 172, 174 
 
 Manchester and London Life Ass., 
 
 5Ch. 640; 9 Eq. 643 Ill 
 
 Manchester and Milford Ry. Co., 14 
 
 C. D. 645 ; 49 L. J. Ch. 365 ; 42 
 
 L. T. 714 476,477 
 
 Manchester and Oldham Bank, 54 
 
 L. J. Ch. 926 ; W. N. (1885) 169. . 
 
 140, 179 
 
 Manchester, Queensland, &c., Co., 
 
 15 W. R. 1070 39 
 
 Manchester, &c, Tramways Co. 
 
 [1893], 2 Ch. 638 ; 62 L. J. Ch. 
 
 752 ; 68 L. T. 820 ; 41 W. R. 
 
 631 95, 118 
 
 Mann, Ex p., 5 C. D. 367 ; 46 L. J. 
 
 Bk. 107; 36 L. T. 840 90 
 
 Mann's Case, 36 L. T. 439 70 
 
 March v. Att.-Gen., 5 Beav. 433. .108 
 Margate Hotel Co., W. N. (188S), p. 
 
 73 26 
 
 Maria Anna, &c, Coal Co., 6 C. D. 
 
 447 128 
 
 Marine and General Land Co., 62 
 
 L. T.723 421 
 
 Marine Investment Co., 17 L. T. 535 . 
 
 60 
 
 , 8 Ch. 702 . 
 
 256, 442 
 
 Marine Mansions Co., 4 Eq. 601 
 
 105, 106, 255 
 Marino's Case, 2 Ch. 596. . .140, 143, 
 
 234 
 Markwell's Case, W. N. (1872) 210. . 
 
 149 
 
 Marlborough Club Co., 5 Eq. 365 . . 
 
 127, 161 
 
 , 1 Eq. 216 .. . 
 
 239, 243 
 , }Ex p. Perci- 
 
 val, 6 Eq. 519 244 
 
 Marron Bank Co., 38 L. T. 140 . .242 
 Marsden, Be, 25 C. D. 311 ; 53 L. J. 
 
 Ch. 1023; 50 L. T. 223; 32 W. R. 
 
 483 83 
 
 Marseilles Extension Ry. Co., 30 C. D. 
 
 598; 55 L.J. Ch. 116 ...114,246, 
 249, 250 
 
 , 4 Eq. 692. 
 
 427 
 Marsh's Case, 13 Eq. 388 . . .145, 147 
 
 Marsh, Ex p., 20 W. R. 87 182 
 
 , 1 M. & G. 302 360 
 
 v. Chambers, Strange, 1234. . 
 
 122 
 Marshall, Ex p., 7 Ch. 324. . .150, 186 
 v. Glamorgan Iron Co., 7 
 
 Eq. 129 ; 17 W. R. 435 ; 19 L. T. 
 
 622 60, 141,144,179 
 
 v. South Staffordshire Tram- 
 ways Co. [1895], 2 Ch. 36 ; 64 L. J. 
 
 Ch. 481 ; 72 L. T. 542 ; 43 W. R. 
 
 469 5,470,472 
 
 Martin's Anchor Co. v. Morton, L. R. 
 
 3 Q. B. 306 186 
 
 Case, 2 H. & M. 669 ; 13 
 
 W. R. 988 ; 12 L. T. 671 . .228, 437 
 Martin & Co., 95 L. T. Jo. 503. . .332
 
 Table of Cases. 
 
 xliii 
 
 Marwick v. Thurlow [1895], 1 Ch. 
 
 77(3; 64 L. J. Ch. 555 ; 72 L. T. 
 
 463; 43 W. R. 493 474 
 
 Marylebone Bank, 3 De G. & S. 
 
 198 ; 19 L. J. Ch. 389 176 
 
 , 18 Jur. 281 ... 182 
 
 ■ . 25 L. J. Ch. 650. 
 
 183, 188 
 Marzetti'8 Case, 15 W. R. 220; 
 
 W. N. (1866) 309 234 
 
 Masonic and General Life Ass. Co., 
 
 32 C. D. 373; 34 W. R. 739; 55 
 
 L.J. Ch.666 48,54 
 
 Mason's Hall Tavern Co., 5 Eq. 286. 
 84, 190 
 
 Massey, Re, 9 Eq. 367 248, 252 
 
 v. Allen, 9 C. D. 164 . . .154, 
 
 199 
 Master's Case, 7 Ch. 292 ; 41 L. J. 
 
 Ch. 501 ; 20 W. R. 499 ; 26 L. T. 
 
 269 139,179 
 
 Mather, Ex p., 3 Ves. 373 90 
 
 Matheson Bros., Ld., 27 C. D. 225 ; 
 
 51 L. T. Ill ; 32 W. R. 847 6, 
 
 17, 18 
 Mathewman's (Mrs.) Case, 3 Eq. 
 
 781 152 
 
 Matlock Old Bath, &c, Co., 9 Ch. 60 ; 
 
 43 L. J. Ch. 146; 22 W. R. 119; 
 
 29 L. T. 630 173 
 
 s 22 W. R. 
 
 41 ; 29 L. T. 441 174 
 
 Maude, Ex p., 6 Ch. 51 92, 156, 
 
 183, 412 
 
 Mauthner, Exp., 3 C. D. 113 320 
 
 Mawer's Case, 4 D. G. & S. 349. .162 
 Maxondoff, Ex p., 6 Eq. 582 ; 37 
 
 L.J. Ch. 471; 16 W. R. 784; 18 
 
 L. T. 540 100,428 
 
 Maxwell's Case, 20 Eq.585. .86, 155, 
 
 156 
 
 , 24 Beav. 321. . .163, 
 
 165, 172 
 May's Case, W. N. (1871) 18 ... .254 
 Maynard's Case, 9 Ch. 60 ; 43 L. J. 
 
 Ch. 146; 22 W. R. 119; 29 L. T. 
 
 630 129,173 
 
 Medical Attendance Ass., W. N. 
 
 (1887), 79; 55 L. T. 612 ; 57 L. J. 
 
 Ch. 338 ; 58 L. T. 824 n 168, 
 
 169, 216 
 Medical Battery Co. [1894], 1 Ch. 
 
 444; 63 L. J. Ch. 189; 69 L. T. 
 
 799 ; 42 W. R. 191 ; 8 R. 46 ; 1 
 
 Mans. 104 38, 39 
 
 Mej*e and Angier's Case, W. N. 
 
 (1875)208 130 
 
 Menzies, Ex p., 43 C. D. 118; 38 
 W. R. 97; 53 L. J. Ch. 73; 62 
 
 L. T. 301 130 
 
 Mercantile Bank of Australia [1892], 
 
 2 Ch. 204; 61 L.J. Ch. 417; 67 
 
 L. T. 159 ; 40 W. R. 440. . .18, 267, 
 
 269, 298, 343, 496 
 
 Mercantile Bank, &c, .Re, 36 Sol. Jo. 
 
 303 354 
 
 Mercantile Credit Ass., 13 Eq. 179 n. ; 
 
 16 W. R. 559 ; 18 L. T. 596. . .200 
 Mercantile, &c, Discount Co., W. N. 
 
 (1866) 21 201,416,417 
 
 Mercantile & Exchange Bank, 12 
 
 Eq.268 440 
 
 Mercantile Investment, &c, Co. v. 
 
 River Plate Trust, &c, Co. [1892], 
 
 2 Ch. 303 ; 61 L. J. Ch. 473 ; 66 
 
 L. T. 711 471,475 
 
 Mercantile Mutual Marine Ins. Ass., 
 
 25 C. D. 415 ; 53 L. J. Ch. 593 ; 
 
 50 L. T. 150 ; 32 W. R. 360 .. . 150, 
 
 187 
 Mercantile Trading Co., 11 Eq. 131 . . 
 
 127 
 Mercati's Case, 5 Eq. 22; 37 L. J. 
 
 Ch. 56; 16 W. R. 116; 17 L. T. 
 
 308 200 
 
 Merchants' Asa. Soc., 9 Eq. 694 9, 
 
 111 
 Merchants' Co., 9 Eq. 5; r 39 L. J. 
 
 Ch. 238 ; 18 W. R. 270 ; 22 L. T. 
 
 479 177 
 
 , 4 Eq. 453 ; 15 W. R. 
 
 1057 204, 205 
 
 Merchants' Banking Co. v. Hough, 
 
 W. N. (1874), p. 230 27 
 
 Merionethshire Slate, &c, Co., 3 Jur. 
 
 N. S. 460; 29 L. T. 121 175 
 
 Mersey Steel Co. v. Naylor, 9 A. C. 
 
 434; 53 L. J. Q. B. 497 ; 51 L. T. 
 
 637 ; 32 W. R. 989 61, 80, 89, 
 
 101, 120, 122, 123 
 Mersina Construction Co., 5 T. L. R. 
 
 680 136 
 
 Metcalfe's Case, 13 C. D. 169. . .216, 
 
 219, 220 
 
 Metropolitan Asylum District v. Hill 
 
 5 A. C. 582 258 
 
 Metropolitan Bank and Jones, Re, 
 
 2 CD. 366 414 
 
 v. Heiron, 5 Ex. 
 
 D. 319 220,221 
 
 , Heiron's Case, 
 
 15 C. D. 139 415, 416, 417 
 
 Metropolitan (Brush) Electric Light 
 
 and Power Co., 51 L. T. 817 . .198, 
 
 199 
 Metropolitan Coal Consumers' Assoc, 
 
 59 L. J. Ch. 281 ; 62 L. T. 30; 
 
 63 L. T. 429 ; W. N. (1890) 3 . . . . 
 
 231, 235 
 
 v. 
 
 Scrimgeour [1895], 2 Q. B. 604 ; 
 
 44 W. R. 35 132,214 
 
 Metropolitan and Provincial Bank, 
 
 16 W. R. 668 86
 
 xliv 
 
 Table of Cases. 
 
 Metropolitan Public Carriage Co., 9 
 Ch. 102 ; 43 L. J. Ch. 153; 29 L. T. 
 562; 22 W. K. 171 170 
 
 Metropolitan Ky. Warehousing Co., 
 
 36 L. J. Ch. 827 ; 17 L. T. 108 ; 15 
 W. K. 1121 22 
 
 Metropolitan Saloon Omnibus Co., 5 
 
 Jurist (N. S.) 922 ; 28 L. J. Ch. 830 . 
 
 35, 50, 51 
 
 Meux's Executor's Case, 2 D. M. & 
 
 G. 522; 4 D. G. & S. 331 ; 15 Jur. 
 
 439 ; 20 L. J. Ch. 298 149, 168 
 
 Mexican, &c, Mining Co., 6 W. R. 
 
 560 246 
 
 Mexican and South American Co., 4 
 
 De G. & J. 544 ; 33 L. T. 322 ; 7 
 
 W. R. 681 ; 28 L. J. Ch. 769. .175, 
 
 180 
 , 27 
 
 Beav. 465; 28 L. J. Ch. 628. . .178 
 . , 27 
 
 Beav. 474 175, 200, 202 
 
 , 26 
 
 Beav. 182; 27 L. J. Ch. 664. . .175 
 
 Beav. 177 ; 27 L. J . Ch. 660 ... 175 
 Mexican Santa Barbara Mining Co., 
 
 24 Q. B. D. 613; 59 L. J. Q. B. 
 226; 38 W. R. 710 177 
 
 Meyer's Case, 16 Beav. 383 ; 1 W. R. 
 
 106; 20 L. T. 197 142, 175 
 
 Mid-Kent Fruit Co., 36 S. J. 398; 
 
 W. N. (1892) 65 330 
 
 Middlesborough Assembly Rooms Co., 
 
 14 C. D. 104 ; 49 L. J. Ch. 413 ; 42 
 
 L. T. 609 ; 28 W. R. 868 . . .22, 23, 
 
 30, 33, 50, 422 
 
 Middlesborough Fire Brick Co., 52 
 
 L. T. 98; 33 W. R. 339; W. N. 
 
 (1885) 7 58, 67, 423 
 
 Midland Counties, &c, Soc, 4 De G. 
 
 J. & S. 408 ; 33 L. J. Ch. 520, 739 ; 
 
 13 W. R. 399 13 
 
 Midland Land Corp.,W.N (1887) 58 . 
 
 426 
 Midlands Electric Co., 60 L. T. 666 ; 
 
 37 W. R. 471; 5 T. L. R. 373.. 
 
 132 
 
 Migotti's Case, 4 Eq. 238 ; 15 W. R. 
 
 731 ; 36 L. J. Ch. 531 ; 16 L. T. 271 . 
 
 173 
 Milan Tramways Co., Ex p. Thevs, 
 
 25 C. D. 587; 53 L. J. Ch. 1008; 
 50 L. T. 545 ; 32 W. R. 601 . . .88, 
 
 91, 97, 101, 103, 113, 120, 121, 
 
 122, 123, 219, 220 
 
 Milford Docks Co., 23 C. D. 292 ; 52 
 
 L. J. Ch. 774; 48 L. T. 560; 31 
 
 W. R. 715 47 
 
 Milford Haven Shipping Co., W. N. 
 
 (1895) 16 264, 265, 266 
 
 Military and General Tailoring Co., 
 
 47 L. J. Ch. 141 ; W. N. (1877) 248 . 
 
 24a 
 Miller, Ex p., 2 Ch. 692 ; 36 L. J. Ch. 
 
 837 ; 15 W. R. 1054 ; 16 L. T. 726 . 
 194, 412 
 
 Miller's Case, 3 C. D. 391 Ill 
 
 , 5 C. D. 70 130, 169, 
 
 170, 217 
 Miller's Dale, &c, Co., Be, 31 C. D. 
 
 211; 55 L. J. Ch. 203; 34 W. R. 
 
 192 ; 53 L. T. 692 . . .163, 167, 402 
 Mills, Re, 58 L. T. 235, 871 ; W. N. 
 
 (1888)24 83 
 
 Miln v. North British Fish Supply 
 
 Co., 15 C. of S. Cas. 21 . . .166, 167 
 
 Milne, Exp., 21 W. R. 435 279 
 
 Milwood Colliery Co., 24 W. R. 898 . 
 
 64 
 Minima Organ Co., 8 L. T. 109; 11 
 
 W. R. 530 36- 
 
 Mining Shares Co. [1893], 2 Ch. 660; 
 
 62 L. J. Ch. 434; 68 L. T. 578 : 41 
 
 W. R. 376 456, 461 
 
 Minter v. Kent, &c, Land Co., 11 T. 
 
 L. R. 197 272 
 
 Mitchell v. City of Glasgow Bank, 
 
 4 A. C. 624 138, 230, 234 
 
 Mitchell's Case, 4 A. C. 548 .. . .138, 
 
 141, 154, 230, 234 
 
 , 9 Eq. 363; 21 L. T. 
 
 851 ; 39 L. J. Ch. 199 ; 18 W. R. 
 
 331 139, 163, 164 
 
 , 5 Ch. 400; 39 L. J. 
 
 Ch. 530 ; 18 W. R. 502 .. . 150, 186, 
 
 187 
 
 Mitchell's Claim, 6 Ch. 822 120 
 
 Mixer's Case, 4 De G. & J. 575 ; 28 
 
 L.J. Ch. 879 175 
 
 Moffat v. Farquhar, 7 C. D. 591 ; 38 
 
 L. T. 18; 26 W. R. 522; 47 L. J. 
 
 Ch.355 177 
 
 Mogrid-e'8 Case, 57 L. J. Ch. 932; 
 
 58 L. T. 801 166 
 
 Monarch Insurance Co., 8 Ch. 507; 
 
 42 L. J. Ch. 864; 21 W. R. 323 
 
 536 167,174 
 
 Monkland Iron Co. v. Dun, 14 C. of 
 
 S. Cas. 242 421, 425, 426 
 
 v. Henderson, 10 
 
 C. of S. Cas. 494 415 
 
 Mont de Pie'te' of England, 37 Sol. 
 
 Jo. 48 ; W. N. (1S92) 166 328, 
 
 329, 38a 
 Montagu's Case, 59 L. T. 208 ; W. N. 
 
 (1888) 211 140, 178, 179, 245 
 
 Montrotier Asphalte Co., W.N. (1874) 
 
 172 426 
 
 Moor, Ex p., 10 C. D. 530 106 
 
 v. Anglo-Italian Bank, 10 
 
 C D. 581 . .49, 61, 100, 101, 106, 240 
 Moore and De la Torre's Case, 18 Eq. 
 
 661 15S
 
 Tahle of Cases. 
 
 xlv 
 
 Moore v. Burke, 15 L. T. 118 . . .223, 
 
 224 
 
 v. Explosives Co., 56 L. J. Q. 
 
 B. 235 222,224,232 
 
 Morgan's Case, 1 D. G. & S. 750 ; 1 
 
 Mac. & G. 225; 18 L. J. Ch. 265. . 
 
 136, 171, 176 
 
 , 28 C. D. 620 ; 54 L. 
 
 J. Ch. 765 ; 51 L. T. 623 ; 33 W. R. 
 
 209 438 
 
 Morier, Ex p., 12 C D. 491 ; 49 L. J. 
 
 Bk. 9 ; 40 L. T. 793 ; 28 W. R. 235 . 
 
 121, 189 
 
 Morris's Case, 7 Ch. 200 ; 8 Ch. 800. 
 
 126, 411 
 
 Morrison v. Skerne Iron Works, 60 
 
 L. T. 588 473,477 
 
 Morshead v. Reynolds, 21 Beav. 638 . 
 
 246 
 Morton's Case, 16 Eq. 104 ; 21 W. R. 
 
 933; 42 L. J. Ch. 786 54, 180 
 
 Morton, Ex p., 38 L. J. Ch. 390; 17 
 
 W. R. 606 189,195 
 
 Morton, Rose & Co. v. Barbadoes, 37 
 
 Sol. J. 729 271 
 
 Mott and Turner, Ex p., 31 L. T. 773 ; 
 23W.R.405; W. N. (1875)6. .403, 
 
 411 
 Mount Morgan (West) Gold Mine, 
 
 56 L. T. 622 232 
 
 Mo watt v. Castle Steel Co., 34 C. D. 
 
 58; 55 L. T. 645 91, 107 
 
 Mudford's Claim, 14 C. D. 634; 49 
 L. J. Ch. 452 ; 28 W. R. 670 ; 42 
 L. T. 825 . .114, 116, 129, 133, 142 
 
 Muggeridge, Be, 10 Eq. 443 148, 
 
 155, 156 
 
 Muir v. City of Glasgow Bank, 4 
 
 A. C. 337 . .126, 141, 153, 230, 231 
 
 Mumford, Ex p., 15 Ves. 289 90 
 
 Municipal Perm. Investment Soc. v. 
 
 Richards, W. N. (1889) 103 . . .214 
 
 Munster Bank, 17 L. R. Ir. 341.. 
 
 154 
 
 Munt's Case, 22 Beav. 55 176 
 
 Murgatroyd's Case, 18 Sol. J. 28; 
 
 Eur. Arb. L. T. 146 139 
 
 Murray v. Bush, L. R. 6 H. L. 37. . . 
 
 145 
 
 Mushat's Case, 18 S. J. 202 178 
 
 Musgrave, Ex p., 16 L. T. 378. . .201 
 Musgrave and Hart's Case, 5 Eq. 193 . 
 140, 143, 231, 234, 235, 244, 245 
 Mutual Aid Permanent Benefit Build- 
 ing Soc, 49 L. T. 530 208, 212 
 
 Mutual Soc, 24 C D. 425 n 86 
 
 , 18 C. D. 530 247 
 
 Mysore West Gold Mining Co., 42 
 C. D. 535; 58 L. J. Ch. 731; 61 
 L. T. 453; 37 W. R. 794 437 
 
 N. 
 
 Nanney v .Morgan, 35 C. D. 598 . . 173 
 
 Nautio's Consols Co., 13 Eq. 437; 
 
 26 L. T. 386; 20 W. R. 479; 41 
 
 L.J. Ch. 365 167 
 
 Nant-y-glo Co. v. Grave, 12 C. D. 
 
 738 215 
 
 Nash, Be [1895], 2 Q. B. 13 320 
 
 Nassau Phosphate Co., 2 C. D. 610 ; 
 
 45 L. J. Ch. 584; 24 W. R. 692 . . 
 
 10, 24 
 
 Natal, &c, Co., 1 H. & M. 639. . . .13, 
 
 35, 52 
 
 Natal Investment Co., 3 Ch. 355 . . 105, 
 
 106 
 
 , 5 Ch. 22; IS 
 
 W. R. 20 ; 21 L. T. 445 176 
 
 , 20 L. T. 962 . . 
 
 166 
 
 Nathan, Newmau, & Co., 35 C. D. 1 ; 
 
 56 L. J. Ch. 752 ; 56 L. T. 95 ; 35 
 
 W. R. 293 . . . .208 
 
 Nation's Case," 3 Eq* 77 ; 15 W. R. 
 
 143 ; 15 L. T. 308 ; 36 L. J. Ch 
 
 112 140, 177, 179, 234, 244 
 
 National Arms Co., 28 C. D. 474 ; 54 
 L. J. Ch. 673 ; 52 L. T. 237 ; 33 
 
 W. R. 585 69, 72, 73 
 
 National Ass. and Investment Ass., 
 32 L. J. Ch. 66; 11 W. R. 13; 8 
 Jur. N. S. 1083; 7 L. T. 241. .169, 
 
 170 
 National Bank's Case, Eur. Arb., 
 
 L. T. 92 49,77,83, 243 
 
 National Bank, Be, 10 Eq. 298 . .209 
 
 , Ex p., 14 Eq. 507 . 
 
 103 
 
 National Boiler Co. [1S92], 1 Ch. 306 ; 
 
 61 L. J. Ch. 501 ; 65 L. T. 849 ; 8 
 
 T. L. R. 135 462,463 
 
 National Coffee Palace Co., 24 C. D. 
 367 ; 53 L. J. Ch. 57 ; 32 W. R. 
 
 236; 50 L. T. 38 162 
 
 National Debenture, &c, Corp. 
 [1891], 2 Ch. 505; 60 L. J. Ch. 
 533 ; 64 L. T. 512 ; 39 W. R. 707 . . 
 10, 24, 38, 39 
 National Dwellings Society v. Sykes 
 [1894], 3 Ch. 159; 63 L. J. Ch. 
 906 ; 42 W. R. 696 ; 1 Manson, 457 . 
 
 303 
 
 National Equitable Provident Soc, 
 
 15 Eq. 236; 21 W. R. 645; 42 
 
 L. J. Ch. 403 166 
 
 National Financial Corp., 14 W. R. 
 
 907 23 
 
 National Financial Co., 3 Ch. 791 . . 
 
 154 
 
 National Funds Ass. Co., 10 C. D. 
 
 118; 48 L. J. Ch. 163; 39 L. T.
 
 xlvi 
 
 Table of Cases. 
 
 420 ; 27 W. R. 302 . . 1G, 17, 92, 207, 
 
 208, 212, 213 
 
 National Live Stock Ins. Co., 26 
 
 Beav. 153 30, 34 
 
 National Patent Steara Fuel Co., 28 
 L. J. Ch. 637 : 4 De G. & J. 46 ; 
 33 L. T. 99 ; 7 W. R. 369 ; 5 Jur. 
 
 N. S. 420 172 
 
 National Permanent Benefit Building 
 Soc, W. N. 1867, p. 225. .13, 35, 52 
 
 , 5 Ch. 309. . 
 
 48 
 National Provincial Bank of England, 
 
 17 C. D. 98 ; 44 L. T. 325 90 
 
 National Provincial Life Ass. Soc, 9 
 
 Eq. 306 Ill 
 
 National and Provincial Marine Ins. 
 
 Co., 5 Ch. 559 ; 23 L. T. 341 ; 18 
 
 W. R. 938; 39 L. J. Ch. 837. .171, 
 
 177, 178 
 
 , 38 
 
 L. J. Ch. 554 172 
 
 , 2 Ch. 
 
 685; 15 W. R. 1217 178 
 
 National Savings Bank Ass., 1 Ch. 
 
 547 52, 157,420 
 
 National Whole Meal Bread Co. 
 
 [1891], 2 Ch. 151 ; 60 L. J. Ch. 
 
 350 ; 64 L. T. 285 ; 39 W. R. 380. . 
 
 40, 326, 328, 421 
 
 . [1892], 
 
 2Ch. 457; 40 W. R. 591. .121, 310, 
 
 355, 357, 358. 384 
 
 Neal, Ex p., 14 C. D. 579 ; 43 L. T. 
 
 264 90,117 
 
 Neath Harbour Smelting Works, 
 W. N. (1887) 87, 121 ; 56 L. T. 
 
 727 ; 35 W. R. 827 81, 216 
 
 Needham v. Rivers Protection Co., 1 
 
 CD. 253 415 
 
 Needham's Case, 4 Eq. 135 ; 36 L. J. 
 
 Ch. 665 ; 16 L. T. 472 146, 171 
 
 Nelson, Ex p., 14 C. D. 41 99 
 
 Ness v. Armstrong, 4 Ex. 21 179 
 
 Nevill's Case, 6 Ch. 43 146, 195 
 
 New British Iron Co., 93 L. T. Jo. 
 
 202 ; 36 S. J. 610 . . .327, 329, 383, 
 
 420, 421 
 
 New Buxton Lime Co., 1 C. D. 620 ; 
 
 45 L. J. Ch. 3S9 : 24 W. R. 341 ; 
 
 33L.T. 776 173 
 
 New Brunswick and Canada Ry. Co. 
 v. Muggeridge, 1 Dr. & Sm. 363 . . 
 
 223 
 New Chile Gold Mining Co., W. N. 
 
 (1892) 193 131, 133, 179 
 
 , 45 C. D. 
 
 598 ; 63 L. T. 344; 39 W. R. 59 . . 
 114, 157, 171 
 
 qg q j) 
 
 475 ; 57 L. J. Ch. 1042;' 59 L. T. 
 509 ; 36 W. R. 909 131, 167 
 
 New City Constitutional Club, 34 
 C. D. 646 ; 35 W. R. 421 ; 55 L. J. 
 
 Ch. 704 ; 56 L. T. 792 71. 253 
 
 New Eberhardt Co., 43 C. D. 118; 
 38 W. R. 97 ; 53 L. J. Ch. 73 ; 62 
 
 L. T. 301 130, 436 
 
 New Flagstaff Mining Co., W. N. 
 
 (1889) 123 441 
 
 New Gas Co., 5 C. D. 703 ; 37 L. T. 
 Ill ; 25 W. R. 643 . . .23,239, 240, 
 
 243 
 New Gas Generator Co., 4 C. D. 
 
 874 21. 22,52 
 
 New Mashonaland Exploration Co. 
 
 [1892], 3 Ch. 577; 61 L. J. Ch. 
 
 617 ; 67 L. T. 90 ; 41 W. R. 75. . . 
 
 211,213,214,348 
 
 New Morgan Gold Co., 94 L. T. Jo. 
 
 607 ; W. N. (1893) 79 328 
 
 New North Staffordshire Coal Co, 
 
 W. N. (1884) 106 70 
 
 New Oriental Bank [1892], 3 Ch. 
 563 : 62 L. J. Ch. 63 ; 67 L. T. 87 : 
 
 41 W. R. 16 39,46. 328 
 
 (2) [1895], 1 
 
 Ch. 753; 64 L. J. Ch. 439; 72 
 L. T. 419 ; 43 W. R. 523 . .95, 415, 
 
 450 
 
 New Sombrero Co. v. Erlanger, 5 
 
 C. D. 73; 3 A. C. 1218; 48 L. J. 
 
 Ch. 73; 25 W. R. 436; 36 L. T. 
 
 222 112, 181,218,224 
 
 New Terras Tin Mining Co. [1894]. 
 
 2 Ch. 344; 63 L. J. 397 ; 70 L. T. 
 
 625 ; 42 W. R. 504 ; 1 Manson, 149 . 
 
 19,20,264,419 
 
 New Travellers' Chambers v. Cheese, 
 
 70 L. T. 271 27 
 
 [1895], 1 Ch. 
 
 395 ; 64 L. J. Ch. 317 ; 72 L. T. 
 
 89; 43 W. R. 282 276 
 
 New Westminster Brewery v. Hannah, 
 
 W. N. (1877) 35 220 
 
 New York Exchange, Ld., 39 C. D. 
 415; 58 L. J. Ch. Ill : 60 L. T. 
 
 66 36, 37, 39, 47, 78, 331, 425 
 
 [1893], 1 
 
 Ch. 371 ; 68 L. T. 247 249 
 
 New Zealand Banking Corp., 39 
 
 L. J. Ch. 128 ; 21 L. T. 481 62 
 
 , Hankev, Ex p., W. N. 
 
 (1869) 226; 21 L. t. 481 196 
 
 , Hickie's Case, 4 Eq. 
 
 226 103 
 
 , Sewell's Case, 3 Ch. 
 
 131; 16 W. R. 381; 18 L. T. 2... 
 176, 178 
 
 Gold Co. v. Peacock 
 
 [1894], 1 Q. B. 622 ; 63 L. J. Q. B. 
 
 227 ; 70 L. T. 110 354, 442 
 
 New Zealand Kapanga Mining Co., 
 18 Eq. 17 134,233
 
 Tabic of Cases. 
 
 xlvii 
 
 New Zealand Loan Co., 3S Solrs. J. 
 
 339; 71 L. T. 130; 8 R. 302; 1 
 
 Mans. 300; W. N. (1894)200. .275, 
 
 276, 381 
 
 Quartz Crushing Co., 
 
 W.N. (1873)74 53 
 
 Newgong Tea Co., 16 L. T. 47. . .202 
 Newman, Ex p., 4 C. D. 724 ; 46 L.J. 
 
 Bk. 57; 35 L. T. 718; 25 W. E. 
 
 244 90 
 
 Newman, George, & Co. [1895], 1 
 
 Ch. 674; 64 L. J. Ch. 407; 72 
 
 L T. 697; 43 W. R. 483 218 
 
 Newry Ry. Co. v. Edmunds, 17 L. J. 
 
 Ex. 102 176 
 
 Newton, Ex p., 16 C. D. 330; 50 
 
 L. J. Ch. 484 ; 44 L. T. 232 90 
 
 Newton v. Anglo-Australian, &c., Co. 
 
 [18951, A. C. 244; 64 L. J. P. C. 
 
 57 ; 72 L. T. 305 ; 43 W. R. 401 . . 104 
 Newtownards Gas Co., 15 L. R. Ir. 
 
 51 129 
 
 Nicholl v. Eberhardt Co., 59 L. J. 
 
 Ch. 103 441,451 
 
 Nichol's Case, 29 C. D. 421; 52 
 
 L. T. 933 174 
 
 Niger Merchants Co. v. Capper, 18 
 
 C. D. 557 n. ; 25 W. R. 365 ... .27 
 Nitro-Phosphate Co., W. N. (1893) 
 
 41 461 
 
 Nokes' Case, 16 W. R. 413, 1135. .164 
 
 Norbury's Case, 18 S. J. 709 178 
 
 Norham Castle Ship Co., 4 T. L. R. 
 
 303 133,179 
 
 Norris v. Cottle, 2 H. L. C. 647. .126 
 North Australian Territory Co., 45 
 
 C. D. 87; 59 L. J. Ch. 654; 63 
 
 L.T. 77; W.N. (1890) 124.. 199, 200 
 
 Goldsborough, 61 L. T. 716 19 
 
 [1893], 2 Ch. 381 ; 62 
 
 L. J. Ch. 603; 69 L. T. 4; 41 
 
 W. R. 501 203,205 
 
 North British Water Co., 1 Manson, 
 
 132 442,443 
 
 North Carolina Estate Co., W. N. 
 
 (1889) 73 ; 5 T. L. R. 328 59 
 
 North Hallenbeagle Mining Co., 2 
 
 Ch. 321; 36 L. J. Ch. 317; 15 
 
 W. R. 294; 15 L. T. 546 171 
 
 North Kent Extension Ry. Co., 8 Eq. 
 
 356 7 
 
 ■ , 11 Eq. 
 
 192; 40 L. J. Ch. 19; 19 W. R. 
 
 122; 23 L T. 460 168, 169 
 
 North Molton Mining Co., 54 L. T. 
 
 602; 34 W. R. 527; W. N. (1886) 
 
 78 408 
 
 North Wales Gunpowder Co. [1892], 
 
 2 Q. B. 220; 40 W. R. 561; 61 
 
 L. J. Q. B. 625 ; 67 L. T. 178. .267, 
 268, 269, 271, 273 
 
 North West of Ireland Deep Sea 
 Fishery Co., W. N. (1872) 11. . .79 
 
 North-Wheal Exmouth Mining Co., 
 31 Beav. 628 202 
 
 North Yorkshire Iron Co., 7 C. D. 
 661 , 68 
 
 Northampton Coal, &c., Co. v. Mid- 
 land Waggon Co., 7 C. D. 500; 
 38 L. T. 82; 26 W. R. 485. . . .255 
 
 Northey v. Johnson, 19 L. T. 104 . . . 
 
 180 
 
 Northern Counties Bank, 31 W. R. 
 546 225 
 
 Northfield Iron Co., 14 L. T. 695. .79 
 
 Northumberland and Durham Dis- 
 trict Banking Co., 2 De G. & J. 
 357 38 
 
 Sm. 273 ; 6 Jur. N. S. 849 . . . .194 
 Northumberland Avenue Hotel Co., 
 
 56 L.T. 833 110 
 
 , 33 C. D. 
 
 16; 54 L. T. 777 113 
 
 Norton's Case, 50 L. J. Ch. 454. .191 
 Norton Iron Co., 47 L. J. Ch. 9 ; 26 
 
 W. R. 92 ; W. N. (1887) 223 . .241 
 Norwegian Titanic Iron Co., 35 
 
 Beav. 223 22 
 
 Norwich Equitable Fire Ins. Co., 
 
 W. N. (1884) 174 140 
 
 , 27 C. D. 
 
 521 ; 54 L. J. Ch. 254 ; 51 L. T. 
 
 404; 32 W. R. 818, 964 . .198, 205, 
 
 206, 246 
 
 , W. N. 
 
 (1885) 156; 53 L. T. 569; 34 
 
 W. R. 206 188 
 
 Norwich Provident Soc, 11 C. D. 
 
 386 126 
 
 Norwich Yarn Co., 12 Beav. 366. .28, 
 
 30,54 
 Nottingham, &c, Co., 4 T. L. R. 
 
 429 459 
 
 Nunneley, Ex p., 39 L. J. Ch. 297 . . 
 
 238 
 Nylstroom Co., 60 L. T. 477; 5 
 
 T. L.R. 318 33 
 
 O. 
 
 Oak Pits Colliery Co., 21 C. D. 322 ; 
 
 51 L. J. Ch. 768 ; 30 W. R. 759 ; 
 
 47 L. T. 7 67,68,69 
 
 Oakes & Peek, Ex p., L. R. 2 H. L. 
 
 325 ; 36 L. J. Ch. 233 ; 13 W. R. 
 
 397; 15 L. T. 652 . . .174, 175, 244 
 Oakes v. Turquanil, L. R. 2 H. L. 
 
 325 ; 36 L. J. Ch. 949 ; 16 L. T. 
 
 808 . . .126, 133, 141, 142, 163, 174, 
 175, 229, 230, 232, 405, 407
 
 xlviii 
 
 Table of Cases. 
 
 Ocean Queen S.S. Co. [1893], 2 
 
 Ch. 666; 68 L. T. 828; 41 W. R. 
 
 570 456 
 
 Ogilvie v. Carrie, 37 L. J. Ch. 541 ; 
 
 18 L T. 593. . . .224 
 
 Olathe Silver Mining Co.',' 27* C. D. 
 
 278 ; 33 W. R. 12. . .25, 35, 45, 46, 
 
 49,50 
 
 Old Swan and West Derby B. S. 57 
 
 L. T. 381 13 
 
 Oldrev v. Union Works, Ld., W. N. 
 
 (1895), p. 77 104,474 
 
 Omnium Investment Co. [1895], 2 Ch. 
 
 127 458 
 
 Onslow's Case, W. N. (1887) 79 ; 55 
 
 L. T. 612; 57 L. J. Ch. 338; 58 
 
 L. T. 824 n 168, 169, 216 
 
 Onward B. S. [1891], 2 Q. B. 463 ; 
 
 60 L. J. Q, B. 752; 65 L. T. 516; 
 
 40 W. R. 26 139 
 
 Oore^um Gold Mining Co., 29 Sol. J. 
 
 204 48 
 
 v. Roper 
 
 [1892], A. C. 125; 61 L. J. Ch. 
 
 337 ; 66 L. T. 427 ; 41 W. R. 90. . 
 
 131, 164, 167. 456 
 
 Opera. Ld., 62 L. T. 859; 38 W. R. 
 
 637; W. N. (1890)104 63 
 
 [1891], 3 Ch. 261 ; 60 L.J. 
 
 Ch. 839; 65 L. T. 371 ; 39 W. R. 
 
 705 63,468 
 
 Oppenheimer v. British, &c., Bank, 
 
 6 0. D. 744 96 
 
 Oppert v. London, &c, Ass., 93 L. T. 
 
 Jo. 458 269 
 
 Oriental Bank Corp., 32 C. D. 336; 
 
 54 L. T. 667 ; 34 W. R. 529 ; 55 
 
 L. J. Ch.620 93 
 
 , Ex p. Clayton 
 
 & Hartas, 54 L. J. Ch. 481 ; 52 
 
 L. T. 556 7 
 
 Oriental Bank, Ex p. Crown, 28 
 
 C. D. 643; 54 L. J. Ch. 327; 52 
 
 L. T. 170 66,73,411 
 
 , Ex p. Guillemin, 
 
 28 C. D. 634 ; 54 L. J. Ch. 322 ; 
 
 52 L. T. 167. . .77, 80, 81, 115, 243 
 Oriental Commercial Bank, 15 L. T. 
 
 8 ; 15 W. R. 7. .39, 41, 46, 48, 420, 
 
 422, 423 
 
 , W. N. 
 
 1886, p. 283; 312 52,239 
 
 , 19 W. R. 
 
 844; 24 L. T. 746 166 
 
 , Ex p., 3 
 
 Ch. 791 114, 154 
 
 , Alabas- 
 ter's Case, 7 Eq. 273 ; 17 W. R. 
 
 134; 38 L. J. Ch. 32 168 
 
 , Ex p. 
 
 European Bank, 12 Eq. 501; 7 
 
 Ch. 99 103, 117 
 
 Oriental Commercial Bank, Ex p. 
 
 Maxoudoff, 6 Eq. 582; 87 L. J. 
 
 Ch. 471 ; 16 W. R. 784 ; 18 L. T. 
 
 450 100, 428 
 
 Oriental Financial Ass., 4 C. D. 33 : 
 
 46 L. J. Ch. 57 99 
 
 Oriental Hotels Co., 1 Eq. 126. . .252 
 Oriental Inland Steam Co., 9 Ch. 
 
 557; 22 W. R.810; 31 L. T.5..67 
 v. Briggs, 
 
 2 J. & H. 625 ; 4 De G. P. & J. 
 
 191 ; 8 Jur. N. S. 201 ; 5 L. T. 
 
 477 ; 10 W. R. 125 ; 31 L. J. Ch. 
 
 241 166 
 
 Oriental Telephone Co., W. N. (1891) 
 
 153 462 
 
 Original Hartlepool Collieries Co.. 
 
 51 L.J. Ch. 508; 47 L. T. 116.. 95 
 Ormerod's Case [1894], 2 Ch. 474; 
 
 63 L. J. Ch. 578 ; 70 L. T. 795 ; 
 
 42 W. R. 701 ; 1 Mans. 153. . . 167, 
 
 174 
 , 2 De G. J. & S. 
 
 521; 5 Eq. 110; 13 W. R. 4^0; 
 
 34 L. J. Ch. 237; 12 L T. 8. .176 
 
 ,25 W. R. 765. . .213, 
 
 217 
 Ormerod, Grierson, & Co., W. N". 
 
 (1890) 217 253 
 
 Orpen, Ex p., 16 C. D 202; 50 L. J. 
 
 Ch. 25; 43 L. T. 728 121 
 
 , 32 L. J. Ch. 633; 11 W. R. 
 
 741; 8 L. T. 596 246 
 
 Orrell Colliery Co., W. N. (1879), p. 
 
 176 37,424 
 
 , 12 C. D. 681 .. . 
 
 62, 114 
 
 Ottoman Co., 15 W. R. 1069 202 
 
 Overend, Gurney & Co., 3 Eq. 576 ; 
 
 2 H. L. 325 ; 36 L. J. Ch. 233 ; 
 
 15 W. R. 397; 15 L. T. 652. . .174, 
 175, 246 
 
 , 16 L. T. 148. 
 
 201 
 , Land Credit 
 
 Co. of Ireland, 4 Ch. 460 ; 39 L. J. 
 Ch. 27; 17 W. R. 689; 20 L. T. 
 641 114 
 
 Gurney, 
 
 L. R. 5H. L. 480! 2 13 
 
 Walker's 
 
 Case, 2 Eq., 554 177 
 
 Owen's Patent Wheel Co., 29 L. T. 
 
 672; 22 W. R. 151 ; W. N. (1873) 
 
 226 39, 41, 242, 243, 423 
 
 Owen, Ex p., 4 L. T. 684 25 
 
 v. Cronk [1895], 1 Q. B. 265; 
 
 64 L.J. Q. B. 22S 481 
 
 Oxford Building Society, 35 C. D. 
 
 502 ; 55 L. T.598 ; 35 W. R. 1 16 ; 
 
 56 L. J. Ch. 98. . .212,213, 214, 216, 
 219, 220
 
 Tahle of Cases. 
 
 xlix 
 
 Oxford Building Co., 49 L. T. 495 . . 
 
 '208, 408, 409, 421, 427 
 
 Oxford and Canterbury Hall Co.. 5 
 
 Ch. 433 102 
 
 , 38 
 
 L. J. Ch. 390 ; 17 W. R. 600. .189, 
 195 
 
 Padstow Total Loss Ass.. 20 C. D. 
 
 137 9,10, 17, 180,239 
 
 Pagin & Gill's Case, 6C. D. 681 ; 46 
 
 L. J. Ch. 779; 25 W. R. 905; 37 
 
 L. T. 89 129, 164 
 
 Paine & Lay ton, Ex p., 4 Ch. 215. . . 
 
 204 
 
 Panama Mail Co., 5 Ch. 318 100 
 
 Panmure, Ex p., 24 C. D. 367; 53 
 
 L. J. Ch. 57; 32 W. E. 236; 50 
 
 L. T. 38 162, 103 
 
 Panonia Leather Cloth Co., 13 W. R. 
 
 1015 421 
 
 Paraguassu Steam Co., 28 L. T. 463. 
 
 195 
 
 , 8 Ch. 254 .. . 
 
 217, 411, 422 
 
 Parbury's Case [1896], 1 Ch. 100 .. . 
 
 133, 179 
 
 Paris Skating Rink Co., 5 C. D. 959. 
 
 27, 45, 48 
 
 Park Gate Waggon Co., 17 C. D. 
 
 234 220 
 
 Parker v. Dunn, 8 Beav. 497 480 
 
 Parker, Ex p., 2 Ch. 685 ; 15 W. R. 
 
 1217 138,178,231 
 
 Parker v. McKenna, 10 Ch. 96. . .215 
 
 Parlby's Case, 19 W. R. 382 124 
 
 Parrott, Re, 63 L. T. 777 ; 39 W. R. 
 
 400; 8Mor. 49; 7 T. L. R. 218 .. 
 
 300 
 
 [1891 J, 2 Q. B. 151 ; 60 
 
 L. J. Q. B. 567 ; 64 L. T. 801 ; 39 
 
 W. R. 543 303 
 
 Parsons' Case, 8 Eq. 656 ; 39 L. J. 
 
 Ch. 64 172,233 
 
 Part's Case, 10 Eq. 622 ; 18 W. R. 
 
 977; 23 W. R. 305 168,247 
 
 Pasley v. Freeman, 3 T. R. 51; 3 
 
 Bulst. 95; 2 S. L. C. 66. . .222, 223 
 Patent Artificial Stone Co., 34 Beav. 
 
 185 ; 34 L. J. Ch. 330 . . .30, 51, 53 
 Patent Bread Machinery Co., 14 
 
 W. R. 747 ; 14 L. T. 582 .... 23, 53 
 Patent Carriage Co., 2 Eq. 349 . . 172 
 Patent Cocoa Fibre Co., 1 C. D. 617. 
 
 239 
 Patent Davit and Boat Attaching 
 
 Co., 39 L. T. 664 109 
 
 Patent File Co., 6 Ch. 83 84 
 
 , 16 L. T. 276; 15 
 
 W. R. 754 244 
 
 E.W. 
 
 Patent Floor Cloth Co., 8 Eq. 664 . . 
 37, 420, 423 
 
 ,26 L. T.467. 
 
 406 
 
 Patent Furnace Co., 4 T. L. R. 152 . 
 
 170, 219 
 
 Patent Ivory Manufacturing Co., 
 
 38 C. D. 156 ; 57 L. J. Ch. 878 ; 
 58 L. T. 395 ; 36 W. R. 801 .. . 113 
 
 Patent Paper, &c, Co., 5 Ch. 294; 
 
 39 L. J. Ch. 558 ; 18 W. R. 365 ; 
 22 L. T. 692 174, 176 
 
 Patent Ventilating Co., 12 O D. 
 
 254; 27 W. R. 836; 41 L. T. 82; 
 
 48 L.J. Ch. 728 460' 
 
 Patent Steam Engine Co., 8 C. D. 
 
 464 51, 54 
 
 Pavy's Fabric Co., 24 W. R. 91 ; 
 
 1 CD. 631 29,49,79 
 
 Pawle's Case, 4 Ch. 497; 38 L. J. 
 
 Oh. 412; 17 W. R. 599; 20 L. T. 
 
 589 142, 175,230' 
 
 Payne's Case, 9 Eq. 223 . . .139, 177, 
 
 178 229' 
 
 Peace, Ex p., 25 C. D. 103; 53 L. J. 
 
 Ch. 290 ; 50 L. T. 219 ; 32 W. R. 
 
 131 110' 
 
 & Co., W. N. (1873) 127 . .60 
 
 Peacock. Ex •/>., 8 Ch. 628 ; 42 L. J. 
 
 Bk. 18; 2S L. T. 830; 21 W. R. 
 
 755 90' 
 
 Pearce, Ex p., 13 C. D. 262; 41 
 
 L. T. 742 ; 28 W. R. 404 90 
 
 Pearson, Ex p., 3 Ch. 443 80' 
 
 Pearson's Case, 4 C. D 222 217 
 
 , 7 Ch 309 . . .194, 451 
 
 ,5 CD. 336.. 216, 217, 
 
 219- 
 
 Peat v. Fowler, 34 W. R. 366 11 
 
 ■ v. Jones, 8 Q. B. D. 147; 51 
 
 L.J. Q. B. 128 120,122' 
 
 Peek v. Gurney, L. R. 6 H. L. 377 ; 
 
 43 L.J. Ch. 372; 22 W R. 29 ... 
 
 222 223 224 
 
 Peel's Case, 2 Ch. 674: 36 L. j! Ch. 
 
 757; 15 W. R. 1100; 16 L. T. 
 
 780 142, 174,232' 
 
 , 5 Oh. 11 456; 
 
 Pellatt's Case, 2 Ch. 527; 36 L. J. 
 
 Ch. 613; 15 W. R. 720; 16 L. T. 
 
 442. . . .163, 166, 167, 173, 175, 190 
 Pell's Case, 5 Ch. 11 ; 39 L. J. Ch. 
 
 120 ; 18 W. R. 31 ; 21 L. T. 412. . 
 
 173. 
 Pelotas Coffee Co., 20 Eq. 506 ; 44 
 
 L. J. Ch. 622 168, 169, 171 
 
 Pen' Allt Silver Mining Co., 8 Ch. 
 
 270; 42 L. J. Ch. 481; 21 W. R. 
 
 301; 27 L. T. 642 173 
 
 Penhale, &c, Co., 2 Ch. 398; 15 
 
 W. R. 664; 16 L. T. 330; 36 
 
 L.J. Ch. 575 19,236 
 
 d
 
 Table of Cases. 
 
 Peninsular Banking Co., 35 Beav. 
 
 280 75,76 
 
 , 2 Eq. 435. 
 
 169 
 Pennant, &c, Mining Co., 15 Jur. 
 
 1192 23 
 
 Penney, Ex p., 8 Ch 446 ; 21 W. R. 
 
 186; 28 L. T. 150; 42 L. J. Ch. 
 
 183 140,177,231 
 
 Pentelow's Case, 4 Ch. 178 ; 20 L. T. 
 
 50 ; 17 W. R. 267 166, 167 
 
 Penysyflog Iron Co., 30 L. T. 861 ; 
 
 W. N. (1874) 166 201, 415, 417 
 
 Pen-y-Van Colliery Co., 6 Ch. D. 
 
 477 27,39,48 
 
 People's Garden Co., 1 C. D. 44. .244 
 Percival, Ex p ., 6 Eq. 519. . .244, 248 
 Percy Mining Co., 5 C. D. 705 ; 46 
 
 L. J. Ch. 543 ; 25 W. R. 600 ; 37 
 
 L. T. 349 170 
 
 , 7 C. D. 132; 47 
 
 L. J. Ch. 201 ; 26 W. R. 291 ; 37 
 
 L. T. 807 170 
 
 Perkins, Re, 24 Q. B. D. 613; 59 
 
 L.J. Q. B. 226; 38 W. R. 710... 
 
 177 
 Perkins, Beach & Co., 7 C. D. 371 . . 
 
 63 
 Perrett's Case, 15 Eq. 250 ; 42 L. J. 
 
 Ch. 205 166,168, 175 
 
 Perry v. Oriental Hotels Co., 5 Ch. 
 
 420 ; 18 W. R. 779 ; 25 L. T. 525. 
 
 270, 472 
 
 Terry's Case, 34 L. T. 716. .211, 212, 
 
 213 
 Peruvian Guano Co. [1894], 3 Ch. 
 
 690; 63 L. J. Ch. 818; 71 L. T. 
 
 671; 43 W. R. 170; 8 R. 544 . .92, 
 93 97 
 
 Peruvian Ry. Co., 2 Ch. 617 '.18 
 
 , 4 Ch. 322; 19 
 
 L. T. 715 166, 167, 251 
 
 Peters, Re, 47 L. T. 64 293 
 
 Petersburg Gas Co., W. N. (1874), 
 
 p. 196 ; 24 W. R. 230 ; 33 L. T. 
 
 637 22,406 
 
 Petroleum Co., 15 W. R. 29; 15 
 
 L. T. 169 421 
 
 Phillips, Ete p., 3 De G. & S. 3. .9, 11 
 Phoenix Besst mer Steel Co., 4 C. D. 
 
 108 28 
 
 , 44 L. J. 
 
 Ch. 683; 32 L. T. 854 104 
 
 , 24 W. R. 
 
 19 120 
 
 Phoenix Electric Light Co., 48 L. T. 
 
 260 ; 31 W. R. 398 402, 403 
 
 Phoenix Fire Ins. Co., 10 W. R. 817. 
 
 177 
 Phoenix Life Ass. Co., 8 L. T. 728 ; 
 
 1 H. & M. 433; 2 N. R. 548; 11 
 
 W. R. 9S4 116, 252, 254 
 
 Phosphate of Lime Co. v. Green, 
 
 L. R. 7 C. P. 43 ; 25 L. T. 636 .. . 
 136, 172 
 
 Pickering. Ex p., 4 Ch. 58 186 
 
 Pickering's Claim, 6 Ch. 525 . . .116, 
 
 117 
 Pike v. Stevens, 12 Q. B. 465; 17 
 
 L. J. Q. B. 282 89 
 
 Pile v. Pile, 3 C. D. 36 477 
 
 Piukney & Sons Co. [1892], 3 Ch. 
 
 125 ; 61 L. J. Ch. 691 ; 67 L. T. 
 
 117; 40 W.R. 698 457 
 
 Pinto Silver Mining Co., 8 C. D. 
 
 273 11,36,418 
 
 Pioneers of Mashonaland [1893], I 
 
 Ch. 731; 62 L J. Ch. 507; 68 
 
 L. T. 163 ; 41 W. R. 492. . .34, 35, 
 
 53, 131 
 
 Pitman, Ex p., 12 C. D. 707; 27 
 
 W. R. 827 ; 39 L. T. 658. .105, 106 
 
 Pitt v. Snowden, 3 Atk. 750 479 
 
 Planet Benefit Building Soc, 14 Eq. 
 
 441 46,50,51,56 
 
 Plas-yn-Mhowys Coal Co., 4 Eq. 689. 
 
 62, 64, 75 
 
 Pontifex's Case, 36 L. J. Ch. 903 . 235 
 
 Pontypridd, &c, Tramways Co., 58 
 
 L. J. Ch. 536; 37 W. R. 570; 
 
 W. N. (1889), p. 86 59 
 
 Pool's Case, 35 C. D. 579 ; 56 L. J. 
 
 Ch. 1049 ; 35 W. R. 565. .130, 133 
 
 Poule's Firebrick Co., 17 Eq. 268 . . 
 
 59, 6G, 67, 75, 257, 415 
 
 Poole, Jackson, & Whyte's Case, 9 
 
 C. D. 322 ; 26 W. R. 823 ; 38 L. T. 
 
 659 85, 213, 220 
 
 Poole's Executors, 8 Ch. 702. . . .434, 
 440, 442 
 
 Pooley, Re, 16 C. D. 107 408 
 
 v. Whetham, 28 C. D. 38 ; 54 
 
 L. J. Ch. 182 ; 51 L. T. 608 ; 33 
 
 W.R. 423 211,255 
 
 Popple v. Sylvester, 22 CD 98 . .99 
 Poppleton, Ex p., In re Thomas, 14 
 
 Q. B. D. 379 ; 54 L. J. Q. B. 336 ; 
 
 51 L. T. 602 ; 33 W. R. 583 . .9, 10 
 Portal v. Emmens, 1 C. P. D. 664 ; 
 
 46 L. J. C. P. 179 ; 25 W. R. 235 ; 
 
 35 L. T. 882 143, 168, 169, 174 
 
 Portsea Island Building Society 
 
 [1893], 3 Ch. 205; 62 L. J. Ch. 
 
 845; 69 L. T. 138; 41 W. R. 587. 
 15, 267 
 Portsmouth (Borough), &c, Tram- 
 ways Co. [1892], 2 Ch. 362; 61 
 
 L. J. Ch. 462 ; 66 L. T. 671 ; 40 
 
 W.R. 553 5,7, 10, 11,56 
 
 Portuguese Consolidated Mines Co., 
 
 45 C. D. 160; 62 L. T. 179; 39 
 
 W. R. 25 163, 165 
 
 Positive Government Ass. Co., W. N. 
 
 (1877)23 51,54
 
 Table of Cases. 
 
 li 
 
 Postage Stamps Automatic Co.[1892], 
 
 3Ch. 560 218,219 
 
 Postlethwaite v. Port Phillip Gold 
 
 Co., 43 C. D. 452 ; 59 L. J. Ch. 
 
 201 ; 62 L. T. 60 ; 38 W. R. 246. . 
 
 440, 441 
 
 Postniaster-General, Ex p., 10 C. D. 
 
 595; 40 L. T. 16; 27 W. R. 325.. 
 
 66,73 
 
 Potter's Case, 1 De G. & S. 728 ; 18 
 
 L. J. Ch. 247 ; 13 Jur. 691 ... . 204, 
 
 252 
 
 Pottinger, Ex p., 8 C. D. 621 ; 47 
 
 L. J. B. 43; 38 L. T. 432; 26 
 
 W.R. 648 90 
 
 Pound, Son, & Hutchins, 42 C. D. 
 402 ; 58 L. J. Ch. 792 ; 62 L. T. 
 
 137; 38 W. R. 18 99,473 
 
 Powell v. Davies, 82 L. T. Jo. 99 . . . 
 
 294 
 
 Powell & Sons, W. N. (1892) 94. .27, 
 
 45,48 
 
 Power, Re, 95 L. T. Jo. 103 278 
 
 Powis v. Harding, 1 C. B. N. S. 533 ; 
 26 L. J. C. P. 107 ; 21 Jur. 138 . . 
 
 174 
 Prater, Re, 3 C. D. 115 ; 45 L. J. Bk. 
 
 124; 34 L. T. 665 291 
 
 Preece & Evan's Case, 2 D. M. & G. 
 
 374 183, 186, 258 
 
 Prendergast v. Turton, 1 Y. & C. C. C. 
 98 ; 11 L. J. Ch. 22 ; 13 L. J. Ch. 
 
 268 171 
 
 Preservation Syndicate [1895], 2 Ch. 
 
 768 134, 227, 230, 233, 234 
 
 Price, Ex p.. 10 Ch. 648 ; 33 L. T. 
 
 113; 23 W. R. 844 120, 124 
 
 v. Mayo, 22 W. R. 401 148 
 
 Prince of Wales Slate Quarry Co., 18 
 
 L. T. 77 422 
 
 Printing, &c, Registering Co., 8 
 
 CD. 535 65,71,101 
 
 Pritchard's Case, 4 D. G. & S. 328 ; 
 
 5D. G. M. &G. 484 116 
 
 , 8 Ch. 956 130 
 
 Pritchard, Offor & Co.,W. N.(1893), 
 
 p. 153 38 
 
 Professional Building Soc, 6 Ch. 
 
 856 13,31,51 
 
 Professional Life Ass. Co., 3 Ch. 167. 
 
 25S 
 Progress Ass. Co., 9 Eq. 370. .67, 68, 
 
 69 
 Prosper United Mining Co., 7 Ch. 
 
 286 115,247 
 
 Provision Merchants Co., 6 L. T. 862 . 
 
 156, 157 
 
 Public Supply Ass., W. N. (1880) 
 
 106 213 
 
 Public Works, &c, Co., 4 T. L. R. 
 
 670 27 
 
 Pugh and Sharman's Case, 13 Eq. 
 
 566 ; 41 L. J. Ch. 580 ; 26 L. T. 
 
 274 . . .143, 152, 154, 162, 163, 172, 
 199 205 
 
 Pulbrook, Ex p., 4 Ch. 627 '.252 
 
 v. New Civil Service Co., 
 
 26 W.R. 11 443 
 
 v, Richmond Mining Co., 
 
 9 C. D. 610; 48 L. T. 65; 27 
 
 W.R. 377 153, 170 
 
 Pullbrook, ^x p., 2D. J.&S.348; 13 
 
 W. R. 3 ; 10 L. T. 828 . . .204, 426 
 Pulsford v. Richards, 17 Beav. 87; 
 
 22 L. J. Ch. 559 223, 224 
 
 Purdey's Case, 16 W. R. 660 245 
 
 Pure Spirit Co. v. Fowler, 25 Q. B. D. 
 
 235 ; 59 L. J. Q. B. 537 ; 63 L. T. 
 
 559; 38 W.R. 686 255 
 
 Purssell, Ex p., 34 C. D. 646; 35 
 
 W. R. 421 ; 55 L. J. Ch. 704; 56 
 
 L. T. 792 71,253 
 
 Pyle Works, 44 C D. 534 ; 59 L. J. 
 
 Ch. 489 ; 62 L. T. 887 ; 38 W. R. 
 
 674 104 
 
 (No. 2) [1891], 1 Ch. 
 
 173; 63 L. T. 628 ; 39 W. R. 235. 
 
 104 
 
 Q. 
 
 Quartermaine's Case [1892], 1 Ch. 
 
 639 ; 61 L. J. Ch. 273 ; 66 L. T. 19 ; 
 
 40 W. R. 298 97, 100, 12S, 356 
 
 Quartz Hill Co. v. Evre, 11 Q. B. D. 
 
 674 ; 52 L. J. Q. B. 488 ; 31 W. R. 
 
 668; 49 L. T. 249 57 
 
 QuebradaLand Co., 40 C. D. 363 ; 
 
 58 L. J. Ch. 332 ; 60 L. T. 482 ; 1 
 
 Meg. 122 459 
 
 Queen Average Ass., 26 W. R. 4S2 ; 
 
 38 L. T. 90 186,230 
 
 Queen's Benefit Building Soc, 6 
 
 Ch. 815 13,56 
 
 Queensland Land & Coal Co. [1894], 
 
 3 Ch 181; 63 L. J. Ch. 810; 71 
 
 L. T. 115; 42 W. R. 600; 1 
 
 Manson, 355 105 
 
 Queensland Mercantile Agency Co., 
 
 58 L. T. 878 ; W. N. (1888) 62 . .58 
 . , 61 L. J. 
 
 Oli. 48 ; W. N. (1891) 132 59 
 
 Queensland National Bank, W. N. 
 
 (1893) 128 447 
 
 Quilter, Ex p., 4 D. G. & S. 183 . . . 
 115, 260 
 
 R. 
 
 Railway Finance Co., 14 W. R. 785 ; 
 
 14 L. T. 507 26,238 
 
 Railway Light Improvement Co., 28 
 
 W.R. 541 213
 
 lii 
 
 Table of Cases. 
 
 Kail way Sleepers Supply Co., 29 
 
 C. D. 204 ; 54 L. J. Ch. 720 ; 33 
 
 W. R. 595 ; 52 L. T. 731 402 
 
 Railway Steel, &c, Co., 8 C. D. 183. 
 
 62, 63, 64, 65, 101 
 
 Railway Time Tables Co., Ex p. 
 
 Sandys, 42 C. D, 98 ; 58 L..J. Ch. 
 
 504 ; 61 L. T. 94 ; 37 W. R. 531 . . 
 
 132, 133, 141, 231, 233 
 
 , Ex p. 
 
 Wei ton [1895], 1 Ch. 255 ; 64 L. J. 
 
 Ch. 177; 71 L. T. 6S2 ; 43 W. R. 
 
 117 128, 131,183 
 
 Ramsay's Case, 3 C. D. 388 ; 25 
 
 W. R. 279 144, 157 
 
 , 36 C. D. 502; 58 
 
 L. T. 47; 35 W. R. 687. . .249, 252 
 Ramsgate Hotel Co. v. Goldsmid, 
 
 L. R. 1 Ex. 109 ; 13 L. T. 715 ; 14 
 
 W. R. 335 ; 35 L. J. Ex. 90. . .164 
 v. Montefiore, 
 
 L. R. 1 Ex. 109; 13 L. T. 715; 
 
 14 W. R. 335; 35 L. J. Ex. 90... 
 
 164, 166, 175 
 
 Ramskill v. Edwards, 31 C. D. 100 ; 
 
 34 W. R. 96 209,220 
 
 Ramwell's Case, 50 L. J. Ch. 827 ; 
 
 45 L. T. 431 ; 29 W. R. 882 . . 85, 191 
 
 Ranee's Case, 6 Ch. 104 . . .185, 207, 
 
 212, 411, 415, 422 
 
 Rankens Case, 39 L. T. 664 169 
 
 Ratcliffe, Re, 10 Ch. 631 ; 44 L. J. 
 
 Bk. 103 ; 32 L. T. 521 ; 29 W. R. 
 
 670 304 
 
 Read v. Bailey, 3 A. C. 94 ; 47 L. J. 
 
 Ch. 161 ; 37 L. T. 510; 26 W. R. 
 
 223 90 
 
 Read v. Joannon, 35 Q. B. D. 300 ; 
 
 59 L. J. Q. B. 544 ; 63 L. T. 387 ; 
 
 38 W. R. 734 107 
 
 Read's Case, 3 Eq. 84 140 
 
 Real Estate Co. [1893], 1 Ch. 398; 
 
 62 L. J. Ch. 213 ; 68 L. T. 24 ; 41 
 
 W. R. 157 264, 266 
 
 Reaveley's Case, 1 De G. & 8. 550 ; 
 
 18 L. J. Ch. 110 163,164 
 
 Redgrave v. Hurd, 20 C. D. 1 ; 51 
 
 L. J. Ch. 113; 30 W. R. 25; 45 
 
 L. T. 485 222, 224, 232 
 
 Red Rock Mining Co., 61 L. T. 785 . 
 
 20,31 
 
 Weed o. Cole, 3 Burr. 1513 161 
 
 Rees v. Richmond,;62 L. T. 427 . . 471 
 Reese River Mining Co. v. Smith, 2 
 
 CD. 604; L. R. 4 H. L. 64; 39 
 
 L. J. Ch. 849 ; 15 W. R. 882 ; 16 
 
 L. T. 549 . .141, 142, 223, 227, 228, 
 230, 231 
 
 Reeve's Case, 10 W. R. 817 177 
 
 Reg r. Charnwood Ry. Co., 1 C. & E. 
 
 419 227 
 
 v. Coote, L. R. 4 P. C. 599. .205 
 
 Reg. v. East Stonehouse, 65 L. T. 
 730 266 
 
 v. Greenwich (Registrar) 15> 
 
 Q. B. D. 54 277 
 
 v. Liverpool & Manchester Rv. 
 
 Co., 21 L.J. Q. B. 284 177 
 
 v. Mead [1894], 2 Q. B. 124 ; 
 
 63 L. J. M. C. 128; 70 L. T. 766; 
 42 W.R. 442 320> 
 
 v. Reg. of Fiiendly Societies, 
 
 L. R. 7Q. B. 741 17 
 
 Regent United Service Stores, 8 C. D. 
 
 75 68,71 
 
 , 38 L. T. 
 
 130; W. N. 1878, p. 21 66, 73. 
 
 , Ex p. 
 
 Bentley, 12 C. D. 850 128 
 
 Regent's Canal Ironworks Co., 3 C. D. 
 
 43 ; 24 W. R. 687 ; 35 L. T. 288 ; 
 
 45 L. J. Ch. 620 181, 467 
 
 ,3 C. D. 
 
 411 253. 
 
 Reid's Case, 24 Beav. 318 172 
 
 Reid, Ex. p., 14 Q. B. D. 963 ; 54 
 
 L. J. Q. B. 342 ; 52 L. T. 692 ; 33 
 
 W. R. 707 121 
 
 v. Explosives Co., 19 Q. B. D. 
 
 264; 57 L. T. 439 ; 35 W. R. 509; 
 
 56 L.J. Q B. 388. .93, 95, 472, 480' 
 v. London and Staffordshire Fire 
 
 Ins. Co., 49 L. T. 468; 32 W. R. 
 
 94; 53 L. J. Ch. 351 ; W. N. 
 
 (1883)172 225,232 
 
 v. Middleton, 1 T. & R. 455 ... 
 
 478- 
 Reidpath's Case, 11 Eq. 86; 40 L. J. 
 
 Ch.39 165. 
 
 Reuss (Princess of) v. Bos, L. R. 
 
 5 H. L. 176 ; 40 L. J. Ch. 675 ; 24 
 
 L. T. 641 9,18,30,45,54 
 
 Re veil, Ex. p., 13 Q. B. D. 727 ; 54 
 
 L. J. Q. B. 92 ; 51 L. T. 379 ; 33 
 
 W. R. 289 89,90' 
 
 Reversionary Interest Society [1892], 
 
 1 Ch. 615 462 
 
 (2) W. N. 
 
 (1892)60 463- 
 
 Review Publishing Co., W.N. (1893) 
 
 5 332 
 
 Reynell v. Sprye, 1 De G. M. & G. 
 
 660 ; 21 L. J. Ch. 633 224 
 
 Rex v. Ward, 2 Ex. 301 n 73- 
 
 Reynolds, Ex p., 20 C. D. 294 . . .202 
 15 Q. B. D. 188 ; 54 
 
 L. J. Q. B. 354 ; 53 L. T. 448 ; 33 
 
 W. R. 715 264 
 
 (Charles) & Co., W. N. 
 
 (1895)31 272 
 
 Rhodes, Ex p., 15 Ves. 539 122 
 
 v. Dawson, 16 Q. B. D. 548 . 
 
 255, 256 
 v. Forwards, 1 A. C. 256 . .94
 
 Table of Cases. 
 
 liii 
 
 Rhydydefed Colliery Co., 3 De G. & 
 
 .1. 80 27 
 
 Rica Gold Washing Co., 11 C. D. 36; 
 
 27 W. 11.715; 40 L. T. 531. .30,52, 
 
 53, 54 
 
 Richards & Co., 11 C. D. G7G. .63, G4, 
 
 65, 101, 451 
 
 Richards's Case, L. R. 6 C. P. 591 ; 
 
 40 L.J. C P. 290 1G5 
 
 Richard's Home Assurance Ass., L.R. 
 
 GO. P. 591; 19W.R. 893; 24 L. T. 
 
 752 170 
 
 Richardson, Be, 8 Oh. 220 ; 42 L. J. 
 
 Bk. 22; 28 L. T. 14G; 21 W. R. 
 
 237 102 
 
 v. Hastings, 7 Beav. 323 ; 
 
 11 Beav. 17 9 
 
 v. Williamson, L. R. 6 
 
 Q. B. 276; 40 L. J. Q. B. 145.. 
 
 223 
 
 Richardson's Case, 19 Eq. 588; 44 
 
 L. J. Oh. 252 ; 23 W. R. 467 ; 32 
 
 L. T. 18 154, 172 
 
 Richmond Hill Hotel Co., 2 Oh. 527 ; 
 
 16 L. T. 442; 15 W. R. 726; 3G 
 
 L. J. Ch. 613 166, 1G7, 190 
 
 ...346 
 
 Rigg, Be, 7 T. L. R. 514 
 
 Rio Grande do Sul Steam Co., 5 Ch. 
 
 D. 282 GO, 66, 75, 103, 258 
 
 Ritso's Case, 22 C. D. 529 ; 52 L. J. 
 
 Ch. 535 ; 48 L. T. 376 ; 31 W. R. 
 
 373 177 
 
 , 4 C. D. 774 ; 34 L. T. 
 
 644 166, 175 
 
 , W. N. (1875) 203. .244 
 
 River Swale Brick Co., W. N. (1883) 
 
 104 67 
 
 Roberts' Case, 1 Drew. 204. .165, 250 
 , 27 C. D. 322 ; 53 L. J. 
 
 Ch. 1154 ; 51 L. T. 286 . .168, 170, 
 
 189, 216, 219 
 
 Roberts v. Crowe, L. R. 7 C. P. 629 . 
 
 146, 195 
 
 Robinson's Case, 4 Ch. 332 ; 17 W. R. 
 
 454; 20 L. T. 96 163, 166, 251 
 
 Robinson and Preston's Brewery, 
 
 13 Eq. 228 165, 173, 176 
 
 Robinson v. Bradshaw, 2 D. M. & G. 
 
 517; 20 L. J. Ch. 297; 15 Jur. 
 
 438 178 
 
 v. Chartered Bank, 1 Eq. 
 
 32 ; 13 L. T. 454 ; 14 W. R. 71 . . . 
 
 177 
 
 Robson v. Smith [1895], 2 Ch. 118 ; 
 
 64 L. J. Ch. 457; 72 L. T.559: 43 
 
 W. R. 632 468, 469 
 
 Roger's Case, 25 L. T. 406 139 
 
 , 3 Ch. 633; 18 L. T. 
 
 75; 16 W. R. 556 160,167 
 
 Rogers, Ex p., 16 C. D. 207 ; 43 L. T. 
 
 163 90 
 
 Rolling Stock Co. of Ireland, 1 Ch. 
 
 5G7; 35 L. J. Ch. 81S; 15 L. T. 
 
 129; 14 W. R. 1001 166 
 
 Roney's Case, 12 W. R. 814, 994; 
 
 4 De G. J. & S. 426 ; 32 L J. Ch. 
 
 731 ; 4 N. R. 389 ; 10 L. T. 770. . 168 
 Roots v. Williamson, 38 C. D. 485 ; 
 
 58 L. T. 802 ; 57 L. J. Ch. 995 ; 
 
 36 W. R. 750 177 
 
 Rose v. Hart, 8 Taunt. 499 120 
 
 Rose v. Gardden Lodge Coal Co., 
 
 3 Q. B. D. 235 75, 257 
 
 Ross v. Army & Navy Hotel Co., 34 
 
 C. D. 43 ; 55 L. T. 472 ; 35 W. R. 
 
 40 105 
 
 v. Estates Investment Co., 3 Ch. 
 
 682 230 
 
 Rotherham Alum Co., W. N. (1S82), 
 
 p. 182 39 
 
 , 25 C. D. 103 ; 
 
 53 L. J. Ch. 290 ; 50 L. T. 219 ; 32 
 
 W. R. 131 110, 113, 116 
 
 Roval Bank of India's Case, 4 Ch. 
 
 252 : 19 L. T. 805 ; 17 W. R. 359. . 
 
 174 
 Roval Bank of Scotland v. Commercial 
 
 Bank of Scotland, 7 A. C. 366 ; 31 
 
 W. R. 49; 47 L. T. 360 102 
 
 Royal Courts of Justice Chambers 
 
 Co., 4T. L. R. 517 50 
 
 Royal Hotel of Great Yarmouth, 4 
 
 Eq. 244 210 
 
 Royal Victoria Theatre Syndicate, 
 
 30 L. T. 3 8,9 
 
 . ,18Eq.661. 
 
 158 
 Ruby Consolidated Mining Co., 9 Ch. 
 
 664 232, 235 
 
 Rudge v. Bowman, L. R. 3 Q. B. 689. 
 
 81, 139 
 
 Rudow v. Great Britain Ass. Soc, 17 
 
 C. D. 600 6, 7, 58, 64, 73 
 
 Ruffle, Ex p., 8 Ch. 1001 300 
 
 Rule v. Jewell, 18 C. D. 660; 29 
 
 W. R. 755 137, 172 
 
 Rushworth's Case, 66 L. T. 48. . .130, 
 
 163 
 Russell, Cordner & Co. [1891], 3 Ch. 
 
 171 ; 60 L. J. Ch. 805 ; 39 W. R. 
 
 635 36, 38, 39, 46, 326, 331 
 
 Russell's Executor's Case, 15 Sol. J. 
 
 790 149 
 
 Russell v. Bell, 8 M. & W. 277 . .120 
 v. East Anglian Ry. Co., 3 
 
 M. &G. 101 477 
 
 Russian Iron Works, 2 Ch. 412; 16 
 
 L. T. 222; 36 L. J. Ch. 490; 15 
 
 W. R. 571 175 
 
 3 Eq. 790 ; 15 
 
 W. R. 891 175, 232 
 
 3 Eq. 795 ; 36 
 
 L. J. Ch. 475; 15 W. R. 891 ; 16 
 
 L. T. 343 175
 
 liv 
 
 Table of Cases. 
 
 Eussian Iron Works, 2 Eq. 741; 14 
 L. T. 728 175 
 
 1 Ch. 574 ; 35 
 
 L. J. Ch. 738 ; 14 L. T. 817. . .175 
 
 Eutherford's Case, 4 A. C. 548. .138, 
 
 154 
 
 Euthin By. Co., Times, 28 Jnlv, 
 1884 7 
 
 S. 
 
 Sabloniere Hotel Co., 3 Eq. 74 . . .06 
 Sacker, Re, 22 Q. B. D. 179 ; 57 L. J. 
 
 Ch. G58 ; 58 L. T. 102 ; 36 W. E. 
 
 498 479 
 
 Sadler, Re, 17 Q. B. D. 728; 35 W. E. 
 
 19 301 
 
 v. Worley [18941, 2 Ch. 170; 
 
 63 L. J. Ch. 551 ; 70 L. T. 494 ; 
 
 42 W. E. 47G 104, 474 
 
 Sahlgreen & Carroll's Case, 3 Ch. 
 
 323 ; 16 W. E. 497 163, 1G6 
 
 St. Cuthbert's Lead Smelting Co., 
 
 35 Beav. 384; W. N. (1866) 154. . 
 
 60,61 
 
 St. David's Gold Mining Co., 14 
 
 W. E. 755 ; 14 L. T. 539. . .41, 422 
 St. George's Building Soc., 4 Drew. 
 
 154 13 
 
 St. James's Club Case, 2 De G. M. 
 
 & G. 883 ; 16 Jur. 1075 8, 9 
 
 St. Thomas' Dock Co., 2 C. D. 116. . 
 
 24, 25, 35, 46, 47, 49, 49S 
 
 Salisburv-Jones and Dale's Case 
 
 [1894]. 3 Ch. 357: 64 L. J. Ch. 27 ; 
 
 71 L. T. 284 ; 1 Mansnn, 431 . .169 
 [1895], 1 Ch. 333 ; 64 L. J. 
 
 Ch. 2S5 ; 72 L. T. 171 .. . .249, 251 
 Salting, Ex p., 25 C. D. 148; 53 
 
 L. J. Ch. 415; 49 L. T. 694; 32 
 
 W. E. 450 90 
 
 Sand's Case, 32 L. T. 299 140 
 
 Sanders' Case, 20 C. D. 403; 51 L. J. 
 
 Ch. 579 ; 47 L. T. 112 . . .135, 161 
 Sanders, Re, 13 Q. B. D. 476 . . .187 
 Sanderson's Patents Ass., 12 Eq. 188 . 
 13, 35, 52 
 Sanderson's Case, 3 H. L. C. 696. . 178 
 Sandys, Ex p., 42 C. D. 98 ; 58 L. J. 
 
 Ch. 504 ; 61 L. T. 94 ; 37 W. E. 
 
 531 133, 141, 143, 165, 167 
 
 Sankey Brook Coal Co. v. March, 
 
 L. E. 6 Ex. 185 190 
 
 Sargent, kx p., 17 Eq. 273 ; 43 L. J. 
 
 Ch. 425 ; 22 W. E. 815 . .180, 231, 
 234, 235 
 
 Sargood's Claim, 15 Eq. 43 98 
 
 Sassoon's Case, 20 L. T. 424 172 
 
 Saville, Ex p., W. N. 1887, p. 154 . . 
 
 117 
 Saxon Ass. Soc, 2 J. & H. 408; 10 
 
 W. E. 721 111,246,434 
 
 Schanschieff Electric Battery Syndi- 
 cate, W. N. (1888) 166 . . .416, 417 
 
 Schofield, Ex p., 12 C. D. 237 ; 48 
 L. J. Bk. 122; 40 L. T. 823; 27 
 W. E. 925 90,99 
 
 Scholefield's Case, W. N. (1882) 22. 
 213, 214 
 
 Scholey v. Venezuela Central Ey. Co., 
 
 9 Eq. 266 ; 39 L. J. Ch. 354. .142,. 
 
 175, 232 
 
 Schooner Pond Coal Co., W. N. 
 (1888)170 418 
 
 Schroder's Case, 11 Eq. 131; 40 
 L. J. Ch. 130; 19 W. E. 39; 23 
 L. T. 456 127, 129 
 
 Schumann, Ex p., Re Foster & Co., 
 19 L. E. Ir. 241 93 
 
 Sciude, Punjaub, &c, Corp., 6 Ch. 
 
 53 n 156 
 
 , W. N. (1867) 41; 
 
 15 L. T. 602 400,416 
 
 Scotch Granite Co., 17 L. T. 533. .408 
 Scott v. Dixon, 29 L. J. Ex. 63 n. . . 22: ; 
 Scott's Case, 57 L. J. Ch. 766; 59 
 
 L. T. 362 ; W. N. (1888) 63. . .200,. 
 
 203 
 Scottish Pacific Coast Mining Co., 
 
 W.N. (1886) 63 59 
 
 r. 
 
 Falkncr & Co., 15 C. of S. Cas. 
 
 290 21S 
 
 Scottish Petroleum Co, 23 C. D. 
 
 413 ; 49 L. T. 348 ; 31 W. E. 846 . 
 
 126, 141, 142, 163, 166, 167, 
 
 175, 230 
 
 , 17 C. D. 
 
 373 235. 
 
 Scottish Universal Finance Bank, 2 
 
 D. G. J. & S. 444 ; 13 W. E. 599 ; 
 
 12 L. T. 728 ; 11 Jur. N. S. 331 .. 
 
 175. 
 Sea and River Marine Ins. Co., 2 Eq. 
 
 575 13, 35,52 
 
 Seagram v. Tuck, 18 C. D. 296 . .480 
 Searight, Exp., W. N. (1870) 114 . . 
 
 120 
 Second Commercial Benefit Building 
 
 Soc, 48 L. J. Ch. 753 6, 14, 25 
 
 Securities Ins. Co. [1894], 2 Ch. 410; 
 
 63 L. J. Ch. 777; 70 L. T. 609; 
 
 42 W. R. 465 451 
 
 Securities, &c, Co. v. Brighton 
 
 Alhambra, 68 L. T. 249; W. N. 
 
 (1839) 15 ; 62 L. J. Ch. 566 .. . 270 
 Sedgwick, Ex p., 2 Jur. N. S. 949. . 
 
 237 
 Self-Acting Sewing Machine Co., 
 
 54 L. T. 676 ; 34 W. E. 758. . .169 
 Seligman v. Prince [1895], 2 Ch. 617. 
 
 226 
 
 Seventh East Central Building Soc, 
 
 51 L. T. 109 211, 255, 256
 
 Table of Cases. 
 
 lv 
 
 Sewell's Case, 3 Oh. 131 ; 16 W. R. 
 
 381; 18 L. T. 2 170, 178 
 
 Shackell v. Chorlton [1895], 1 Ch. 
 378 ; 64 L. J. Ch. 353 ; 72 L. T. 
 
 188; 43 W. R. 394 69 
 
 Shackleford's Case, 1 Ch. 567; 35 
 
 L. J. Ch. 818; 15 L. T. 129; 14 
 
 W. R. 1001 166 
 
 Shackleford v. Dangerfield, L. R. 
 
 3 C. P. 407; 37 L. J. C P. 157 ; 
 
 16 W. R. 675 ; 18 L. T. 289 . .176, 
 
 445, 455 
 
 Sharon's Claim, W. N. (1866) 231 .. 
 
 164, 172 
 
 Sharp v. McHenry, 38 C. D. 447 ; 57 
 
 L. T. 606 83 
 
 Sharpe, Be [1892J, 1 Ch. 180; 61 
 
 L. J. Ch. 193 ; 65 L. T. 654 ; 40 
 
 W. R. 241 92 
 
 Shaw, Exp., 2 Q. B. D. 463. .231, 235 
 
 v. Benson, 11 Q. B. D. 563 . . .9 
 
 v. Simmons, 12 Q. B. D. 117 
 
 10 
 
 Sheard, Ex p., 16 0. D. 107 408 
 
 Sheffield's Case, Johns. 451 ; 28 
 
 L. J. Ch. 325 ; 7 W. R. 214 ; 5 Jur. 
 
 N. S. 216; 32 L. T. 310 175 
 
 Sheffield, &c., Building Soc. v. Aizle- 
 
 wood ; 44 C. D. 412 ; 62 L. T. 678 . 
 
 174 
 Sheffield, &c, Co-operative Soc, 4 
 
 D. G. J. & S. 699 ; 34 L. J. Ch. 
 
 593 ; 11 Jur. 553 119, 135 
 
 Sheffield Mortgage, &c., Co., W. N. 
 
 (1887)218 420,421 
 
 Shepherd's Case, 2 Gh. 16 ; 36 L. J. 
 
 Ch. 32 ; 15 W. R. 2 ; 15 L. T. 198 . 
 
 140, 143, 179, 234 
 
 Sheppy Portland Cement Co., W. N. 
 
 (1892) 184 407,408 
 
 Sheringham & Co., 37 S. J. 175; 
 
 W. N. (1893) 5 242, 327, 331 
 
 Sherrington's Case, 31 C. D. 120; 
 
 55 L. J. Ch. 497 ; 34 W. R. 335 ; 
 
 53 L. T. 832 166 
 
 Sherwin v. Selkirk, 12 C. D. 68. .120 
 
 Shewell's Case, 2 Ch. 387 245 
 
 Shield's Marine Ass. Co., 5 Eq. 368 ; 
 
 16 W. R. 685 9, 157, 180 
 
 Shingleton Ice Co., 31 Sol. J. 705. . . 
 
 469 
 Ship v. Crosskill, 10 Eq. 73; 39 
 
 L. J. Ch. 550; 18 W. R. 618; 22 
 
 L. T. 365 222,223 
 
 Ship's Case, 2 De G. J. & S. 544; 13 
 
 W. R. 599; 12 L. T. 728; II Jur. 
 
 N. S. 331 163, 175, 244, 251 
 
 Shipman's Case, 5 Eq. 219 ; 37 L. J. 
 
 Ch. 193; 16 W. R. 354 ..140, 178, 
 179, 234 
 
 , 4 Ch. 480 n. . . .213 
 
 Shirley, Be, 58 L. T. 237 187 
 
 ShirrefFs Case, 14 Eq. 417 86, 93„ 
 
 94, 95, 406 
 Shoolbred, Ex p., 28 W. R. 339. .116 
 Sibunv. Pearce, 44 C. D. 354; 62 
 
 L. T. 388 ; 63 L. T. 123 ; 38 W. R. 
 
 658 14 
 
 Sichell, Ex p., 1 Sim. N. S. 187. .247 
 Sichell's Case, 3 Ch. 119; 37 L.J. 
 
 Oh. 373; 16 W. R. 292; 17 L. T. 
 
 363 . . .140, 174, 228, 229, 247, 251 
 Siddall, Be, 29 C. D. 1 ; 52 L. T. 114 ; 
 
 33W.R. 509 9, 10- 
 
 Sidney's Case, 13 Eq. 228 . .163, 164, 
 
 166, 167, 173, 176 
 
 Silkstone and Dodworth Coal Co., 17 
 
 CD. 158 68, 7a 
 
 , 19 
 
 C. D. 118 202 
 
 Silkstone Fall Colliery Co., 1 C. D. 
 
 38 402 
 
 Silver *Hiti 'Mining Co.', ' 27 ' Sol. J. 
 
 615 63 
 
 Silver Valley Mines, 18 C. D. 472 . . 
 
 19 
 , 21 C. D. 381 ; 
 
 31 W. R. 96 ; 47 L. T. 597 . . .250, 
 
 251, 259 
 
 Simon's Reef Mining Co., 31 W. R. 
 
 238 ; W. N. (1882), p. 173. .39, 423 
 Simpson's Case, 4 Cli. 184 ; 17 W. R. 
 
 424 ; 38 L. J. Ch. 88 ; 39 L. J. Ch. 
 
 121 166, 167 
 
 , 9 Eq. 91 231 
 
 Claim, 36 C. D. 532 ; 57 
 
 L. J. Ch. 169 ; 58 L. T. 16 . . .116 
 Simpson, v. Palace Theatre, W. N. 
 
 (1893)91 439 
 
 Sir John Moore Mining Co., 37 L. T. 
 
 242 ; 25 W. R. 900 200 
 
 , W. N. 
 
 (1877)183 422 
 
 . , 12 O. D. 
 
 325 268, 408 
 
 Skegness, &c, Tramways Co., 41 
 
 C. D. 215; 58 L. J. Ch. 737; 60 
 
 L. T. 406 ; 37 W. R. 225 ... . 94, 95 
 Skinner v. City of London Marine 
 
 Ins. Corp., 14 Q, B. D. 882 ; 54 
 
 L. J. Q. B. 437 ; 53 L. T. 191 ; 33 
 
 W.R. 628 140' 
 
 Skipton v. Wharfdale Ry. Co., 20 
 
 L. T. 359 7 
 
 Slater v. Darlaston Steel Co., W. N. 
 
 (1877) 139 49, 450' 
 
 Slater's Case, 35 Beav. 391 ; 35 L. J. 
 
 Ch. 304; 14 W. R. 446; 12 Jur. 
 
 242 ; 14 L. T. 95 138, 178 
 
 Smart, Ex p., 8 Ch. 220 ; 42 L. J. 
 
 Bk. 22; 28 L. T. 146; 21 W.R. 
 
 237 102 
 
 Smissen v. Derry, 4 T. L. R. 19. .223 
 Smith, Be, 54 L. T. 307 93
 
 Ivi 
 
 Table of Cases. 
 
 Smith, Be, 17 Q. B. D. 188; 3 Mor. 
 
 202 357 
 
 , 17 Q. B. D. 4 ; 34 W. R. 
 
 535 ; 55 L. J. Q. B. 288 ; 54 L. T. 
 
 307 292,381 
 
 , Exp., ISim. N. S. 165.... 9 
 
 , 3 Ch. 125 .. . .66, 246, 
 
 254 
 
 v. Anderson, 15 C. D. 247 . .9 
 
 v. Chad wick, 9 A. 0. 187; 50 
 
 L. T. 697; 32 W. R. 687; 53 
 L. J. Ch. 873 . . .222, 223, 224, 232 
 
 — v. Duke of Manchester, 24 
 
 C. D. 611 ; 49 L. T. 96; 32 W. E. 
 83 ; 53 L. J. Ch. 60, 96 . . .57, 86, 
 
 239 
 
 v. Morgan, 5 C. P. D. 337 .. . 
 
 99 
 Smith, Fleming, & Co.'s Case, 1 Ch. 
 538 123 
 
 Smith ,' Knight, & Co.*, *4 Ch." 662 ' 
 
 111, 112 
 
 , 4 Ch. 20 ; 38 
 
 L.J. Ch. 49 ; 19 L. T. 337; 17 
 
 W. R. 62 177, 178 
 
 , 1,8 W. R. 620 ; 
 
 39 L. J. Ch. 391 ; 22 L. T 178, 
 
 179 
 
 , 7 Ch. 296 n. 
 
 179 
 
 ■ , 4 Ch. 421 .. . 
 
 198, 200 
 
 , 16 W. R. 
 
 1104 195 
 
 Smyth v. Salem Flour Mills Co., 14 
 
 C. of S. Cas. 441 Sc 6, 18 
 
 Sneath v. Valley Gold, Ld. [1S93], 1 
 Ch. 477 ; 68 L. T. 602 ; 9 T. L. R. 
 
 137 475 
 
 Snell's Case, 5 Ch. 22 ; 18 W. R. 30; 
 
 21 L. T. 445 136, 137, 163, 176 
 
 Snow's Case, 19 W. R. 1057 178 
 
 Snowball, Exp., 7 Ch. 534; 41 L. J. 
 Bk. 49; 26 L. T. 894; 20 W. R. 
 
 786 89 
 
 Soanes, Ex. p., 13 Q. B. D. 490 ; 1 
 
 Mor. 193 266 
 
 ■Societe Ge'ne'rale de Paris v. Tram- 
 ways Union Co., 11 A. C. 20 
 
 174 
 
 v. Walker, 
 
 11 A. C. 20 180 
 
 Solway S. S. Co., 61 L. T. 659. . .460 
 
 South American and Mexican Co. 
 
 [1895], 1 Ch. 37; 64 L. J. Ch. 
 
 1S9 ; 71 L. T. 594 ; 43 W. R. 131 . . 
 
 Ill 
 South Australian Petroleum Fields, 
 
 W.N. (1894) 189 441 
 
 South Barrule Slate Co., 8 Eq. 688. . 
 
 416 
 South Blackpool Hotel Co., 4 Eq. 
 
 238; 15 W. R- 731; 36 L. J. Ch. 
 531; 16 L. T. 271 173 
 
 South Eastern Portugal Ry. Co., 17 
 
 W. R. 982; 21 L. T. 220. . .67,79, 
 
 110, 192, 194 
 
 South Eastern Ry. Co.'s Case, 14 Eq. 
 
 10 92 
 
 South of France, &c, Syndicate, 36 
 
 L T. 651 ; 37 L. T. 260 ; 25 W. R. 
 
 870 8, 73,237 
 
 South Kensington Co-operative 
 
 Stores, 17 C. D. 161 68, 69 
 
 South London Fish Market Co., 39 
 
 C. D. 324; 37 W. R. 3; 60 L. T. 
 
 66; 59 L. T. 210.... 6, 10,56, 126, 
 
 137, 171 
 
 South Met. Brewing Co., W. N. (1891) 
 
 51 
 
 334 
 
 South Staffordshire Gas Co. [1893], 
 
 3 Ch. 523; 63 L. J. Ch. 68; 69 
 
 L. T. 396 249 
 
 South Staffordshire Tramways Co., 
 
 8 R. 288 ; 1 Manson, 292. . .10, 43, 
 
 332 
 South Wales Atlantic Steamship Co., 
 
 2 CD. 763 10,45 
 
 Southall v. British Mutual Life Ass., 
 
 6Ch. 614 439,444 
 
 Southampton Steamboat Co., 11 
 
 W. R. 478 ; 9 Jur. N. S. 856. . .236 
 Southport, &c, Banking Co., 31 C. D. 
 
 120 ; 55 L. J. Ch. 497 ; 34 W. R. 
 
 335 ; 53 L. T. S32 166, 167 
 
 Sovereign Life Ass. Co. v. Dodd 
 
 [1892], 2 Q. B. 573 ; 62 L. J. Q. B. 
 
 19 ; 67 L. T. 396 ; 41 W. R. 4 
 
 109, 124, 450 
 , 42 C. D. 
 
 540 ; 58 L. J. Ch. 811 ; 61 L. T. 
 
 455; 38 W. R. 58 445 
 
 Sowerby v. Brooks, 4 B. & Aid. 523. 
 
 89 
 Spackman, Ex p., 18 L. J. Ch. 261 ; 
 
 1M. &G. 170 30 
 
 ■ v. Evans, L. R. 3 H. L. 
 
 171, 23S; 19 L. T. 151; 37 L.J. 
 
 Ch. 752 . . .135, 136, 143, 171, 176, 
 
 246 
 Spackman's Case, 34 L. J. Ch. 321. . 
 
 136 
 Spargo's Case, 8 Ch. 407; 42 L. J. 
 
 Ch. 488; 21 W. R. 306; 28 L. T. 
 
 153 128, 129, 190, 259 
 
 Sparkes v. Liverpool Water Co. 13, 
 
 Ves.42S 172 
 
 Sparling's Case, 26 W. R. 41 . . .165, 
 
 170 
 Spence's Case, 17 Beav. 203. .148, 149 
 
 Cement Co., 9 Eq. 9 53 
 
 Spencer's Case, 6 Ch. 362 112 
 
 Spiers and Pond, Ld., W. N. (1895), 
 
 p. 135 463
 
 Table of Cases. 
 
 lvii 
 
 Spiller v. Paris Skating Kiuk, 7 
 
 C. D. 368 130 
 
 Stace and Worth's Case, 4 Cli. 682 ; 
 
 17 W. E. 751 167, 168 
 
 Stamford Banking Co., 26 L. T. N. 
 
 of C. 38 268 
 
 Stamp's Claim, 25 L. T. 653 94 
 
 Standard Gold Mining Co. [1895], 
 
 2 Ch. 545 203, 374, 375 
 
 Contract Co., 8 T. L. B. 
 
 248, 4S5 298,325 
 
 Manufacturing Co. [1891], 
 
 1 Ch. 627 ; 60 L. J. Ch. 292 ; 64 
 L. T. 487 ; 39 W. E. 369 ; 2 Meg. 
 
 418 107,468 
 
 Portland Cement Co., 59 
 
 L. J. Ch. 408; 62 L. T. 822; 
 
 W.N. (1890)91 241 
 
 Standring & Co., W. N. (1895), p. 99. 
 
 47 
 
 Stanhope's Case, 1 Ch. 161 ; 35 L. J.. 
 
 Ch. 296; 12 Jur. N. S. 79; 14 
 
 W. E. 266 ; 14 L. T. 468 136, 
 
 137, 171, 172, 176 
 
 , 3 De G. & S. 198 ; 
 
 19 L. J. Ch. 389 176 
 
 Stanhope Silkstone Co., 11 C. D. 
 160; 48 L. J. Ch. 409; 40 L. T. 
 
 194; 27 W. E. 561 64,99 
 
 Stanley, Ex p., 12 W. E. 894 ; 4 De 
 
 G. J. &S. 407 104 
 
 Stapleford Colliery Co., 14 C. D. 
 432 ; 42 L. T. 891 ; 49 L. J. Ch. 
 
 498 133 
 
 ___^___ 42 L T 
 
 12; 28 W. E. 341; 49 L. J.Ch! 
 
 253 208 
 
 Star and Garter Hotel Co., 42 L. J. 
 
 Ch. 374 ; 28 L. T. 258 .. . .41, 240, 
 
 415, 422 
 
 State Fire Ins. Co., 32 L. J. Ch. 135 ; 
 
 11 W. E. 226; 7 L. T. 618.... 171 
 
 , 34 L. J. Ch. 436 ; 
 
 13 W. E. 152 258 
 
 , 1 H. & M. 457; 1 
 
 De G. J. & S. 634 ; 33 L. J. Ch. 
 
 123 258 
 
 Steamship Chigwell, 4 T. L. E. 308. . 
 
 416 
 
 Titian Co , 58 L. T. 178 ; 
 
 36 W. E. 347; W. N. (1887) 17 . . 
 
 417 
 
 Stearic Acid Co., 32 L. J. Ch. 784 ; 
 
 9 Jur N. S. 1066; 11 W. E. 980; 
 
 8L. T.759 403,407 
 
 Stephenson's Case, 45 L. J. Ch. 488. 
 
 168 
 Stevenson, Ex p., 32 L. J. Ch. 96 ; 
 
 11 W. E. 131 186 
 
 Stewart & Brother, W. N. (1880) 15 . 
 
 421 
 Stewart's Case, 1 Ch. 574 ; 35 L. J. 
 
 Ch. 738 ; 14 L. T. 817 . . .142, 143, 
 
 175, 231 
 
 Stewart's Case, 1 Ch. 511 ; 35 L. J 
 
 Ch. 750; 14 W. E. 954; 14 L. T 
 
 841 ; 12 Jur. N. S. 611 . . .171, 176 
 Stirling v. Maitland, 5 B. & S. 840. . 
 
 406 
 Stock's Case, 4 De G. J. & S. 426 ; 
 
 33 L. J. Ch. 731 ; 12 W. E. 994 ; 
 
 10L.T.770; 4 N. E. 389. .169, 170 
 Stock & Share Auction Co. [1894], 
 
 1 Ch. 736; 63 L. J. Ch. 245; 70 
 
 L. T. 235 ; 42 W. E. 300 ; 1 Mans. 
 
 125 286, 297, 413, 419, 42S 
 
 Stocken's Case, 3 Ch. 412 97 
 
 Stockton Iron Co., 10 C. D. 335. .71, 
 
 102 
 Stockton Malleable Iron Co., 2 C D. 
 
 101; 45 L. J. Ch. 168 177 
 
 Stone v. City and County Bank, 3 
 
 C. P. D. 282 .. . .60, 141, 142, 184, 
 
 229, 402, 405, 410 
 
 Stone's Case, 3 D. G. & S. 220 . .150, 
 
 202 
 Storey, Ex p., 62 L. T. 791 . . 141, 174 
 
 Strachan's Case, 16 S. J. 62 160 
 
 Straifon's Exor.'s Case, 4 De G. & S. 
 
 256 ; 1 D. M. & G. 576 ; 22 L. J. 
 
 Ch. 194 178 
 
 Strand Hotel Co., 10 Sol. J. 807; 
 
 W. N. (1868) 2. . .13, 35, 52, 60, 61 
 Strang, Ex p., 5 Ch. 492. .92, 121, 189 
 Stranton Iron Co., 16 Eq. 559; 43 
 
 L. J. Ch. 215 177,231 
 
 Strapp v. Bull [1895], 2 Ch. 1 ; 72 
 
 L. T. 514 ; 43 W. E. 641 . .473, 481 
 Strick v. Swansea Tin Plate Co., 36 
 
 C. D. 558; 57 L. J. Ch. 438; 57 
 
 L. T. 392 ; 35 W. E. 831 137 
 
 Stringer's Case, 4 Ch. 475. .161, 185, 
 
 210, 212, 213, 251 
 
 Strong v. Carlyle Press [1893], 1 Ch. 
 
 268 ; 62 L. J. Ch. 541 ; 68 L. T. 
 
 396 ; 41 W. E. 404 270, 472 
 
 (2) W. N. 
 
 (1893) 51 ; 37 S. J. 357. . .255, 327 
 Stubber v. Daniel, 36 S. J. 744 . .269 
 Stubbs, Joshua, Ld. [1891], 1 Ch. 
 
 475 ; 63 L. T. 619 ; 39 W. E. 200. . 
 
 61, 270, 472 
 
 Studdert v. Grosvenor, 33 C. D. 528 ; 
 
 55 L. T. 171; 34 W. E. 754; 55 
 
 L. J. Ch. 689 57 
 
 Suburban Hotel Co., 2 Ch. 737. . .30, 
 31, 33, 50 
 
 Suche & Co., 1 C. D. 48 88, 120 
 
 Sullivan v. Mitcalfe, 5 C. P. D. 455 ; 
 
 49 L. J. C. P. 815 ; 29 W. E. 181 ; 
 
 48 L. T. 8 180, 181 
 
 & Smythe's Case, Eur. Arb. 
 
 L. T. 53 97 
 
 Summers, Be, 13 C. D. 136 89
 
 lviii 
 
 Table of Cases. 
 
 Sunderland 32nd Universal Building 
 
 Soc, 21 Q. B. D. 349 ; 37 W. R. 95 . 
 
 14 
 Sunken Vessels Recovery Co., 3 
 
 D. G. & J. 85 ; 28 L. J. Ch. 899 ; 
 
 5 Jur. N. S. 1 377 ; 2 L. T. 68 . . 166 
 Suse, Re, 14 Q. B. D. 611; 54 
 
 L. J. Q. B. 390 ; 53 L. T. 131 ; 33 
 
 W. R. 625 102 
 
 Swan's Case, 10 Eq. 675 199 
 
 Swan i. North British Australian 
 
 Co., 7 H. & N. 603 ; 2 H. & C. 175 . 
 
 179 
 
 Sweny v. Smith, 7Eq. 324 137 
 
 Swift's Case, 4 D. G. J. & S. 699 ; 34 
 
 L.J. Ch. 593 119 
 
 Swift v. Jewsbury, L. R. 9 Q. B. 301 ; 
 
 43 L. J. Q. B. 56 ; 22 W. R. 319 ; 
 
 30 L. T. 31 224 
 
 v. Winter both am, L. R. 8 Q. B. 
 
 245 ; 42 L. J. Q. B. Ill ; 21 W. R. 
 
 562; 28 L. T. 338 224 
 
 Sykes' Case, 13 Eq. 255 86, 185 
 
 Sykes v. Beadon, 11 C. D. 170 9 
 
 v. National Dwelling Co. 
 
 [1894], 3 Ch. 159; 63 L. J. Ch. 
 
 906 ; 42 W. R. 696 402 
 
 Symons' Case, 5 Ch. 298 ; 39 L. J. 
 
 Ch. 461; 18 W. R. 366; 22 L. T. 
 
 217 155,172 
 
 T. 
 
 Tadman v. Epineuil, 20 C. D. 217 . . 
 
 102, 107 
 
 Taft v. Harrison, 10 Hare, 4S9. . .177 
 
 Taite's Case, Alb. Arb. 16 Sol. J. 46 . 
 
 94 
 
 ■ , 3 Eq. 795 ; 36 L. J. Ch. 
 
 475 ; 15 W. R. S91 ; 16 L. T. 343 . 
 
 175 
 
 Talbot's Case, 39 C. D. 567 467 
 
 Tal-y-drws Slate Co., 1 C. D. 247; 
 45 L. J. Ch. 158; 24 W. R 92; 33 
 
 L. T. 460 173 
 
 Tarnbracberry Co., 29 C. D. 683 ; 52 
 
 L. T. 712 ; 54 L. J. Ch. 793. . .458 
 
 Tamplin's Case, W. N. (1892) 146 . . 
 
 222 
 
 Tappenback, Re, 2 C. D. 278 ; 45 L. 
 
 J. Bk. 73 ; 24 W. R. 476; 34 L. T. 
 
 199 102 
 
 Taunton v. Sheriff of Warwickshire 
 [1895], 1 Ch. 734 ; 72 L. T. 460. . . 
 
 468 
 
 Taurine Co., 25 C. D. 118; 53 L. J. 
 
 Ch. 271 ; 49 L. T 514; 32 W. R. 
 
 129... 36, 42, 78, 126, 138,141, 144, 
 
 145, 178, 405 
 
 , 38 L. T. 58 Ill 
 
 Tavistock Ironworks, 4 Eq. 233 ; 36 
 
 L. J. Ch. 616; 16 L. T. 824; 15 
 W. R. 1007 171 
 
 Taylor, Ex p., 18 Q. B. D. 295 ; 56 L. 
 
 J. Q. B. 195 ; 35 W. R. 148 83 
 
 v. Ash ton, 11 M. & W. 401 ; 
 
 12 L.J. Ex.363 22a 
 
 v. Eckerslev, 2 C. D. 302 ; 45 
 
 L. J. Ch. 527; 34 L. T. 637; 24 
 
 W. R. 450 471 
 
 v. Hughes, 2 J.&L. 124..177 
 
 v. Jones, I C. P. D. 87; 34 
 
 L. T. Lil; 45 L.J. C. P. 110 
 
 165 
 v. Neate, 39 C. D. 538; 57 
 
 L. J. Ch. 1044; 60 L. T. 179; 37 
 
 W. R. 190 477 
 
 v. Tavlor, 10 Eq. 477 . . . .149 
 
 Teasrlale's Case, 9 Ch. 54; 43 L. J. Ch. 
 
 758 ; 22 W. R. 286 ; 29 L. T. 707 . . 
 
 136, 176 
 
 Teignmouth and General Mutual 
 
 Shipping Ass., 14 Eq. 148 ... .116 
 Telegraph Construction Co., 10 Eq. 
 
 384 96. 
 
 Teme Valley Ry. Co., 19 Eq. 353 ; 44 
 
 L. J. Ch. 356; 23 W. R. 402 . .168 
 Tennent, Re, 17 Q. B. D. 357 . . .187 
 v. City of Glasgow Bank, 
 
 4 A. C. 615.. 126, 138,141,230,405 
 Terrell v. Hutton, 18 Jur. 707; 23- 
 
 L. J. Ch. 345; 4 H. L. C. 1091. .. 
 
 88, 115,260 
 
 Thames Plate Glass Co. v. Land and 
 
 Sea Telegraph Co., 6 Ch. 643. .60, 
 
 61, 66. 
 
 Theatrical Trust [1895], 1 Ch. 771 ; 
 
 64 L. J. Ch. 488 ; 72 L. T. 461 ; 43 
 
 W. R. 553 132 
 
 Theys, Ex p., Milan Tramways Co., 
 
 25 C. D. 587; 53 L. J. Ch. 1008; 
 
 50 L. T. 545; 32 W.R. 601. . . .91, 
 
 113, 220 
 
 Thomas's Case, 13 Eq. 437 ; 26 L. T. 
 
 386 ; 20 W. R. 479 ; 41 L. J. Ch. 
 
 365 167 
 
 Thomas v. Patent Liouite Co., 17 
 
 C. D. 250 36, 42, 66, 67, 6S, 78,. 
 
 80, 415 
 Thompson's Case, 34 L. J. Ch. 525 ; 
 
 4 De G. J. & S. 749; 11 Jur. N. S. 
 
 574; 12 L. T. 590, 717; 13 W. R. 
 
 852, 958 167 
 
 Thomson v. Trustees, Executors, &c, 
 
 Corp. [1895], 2 Ch. 455 457 
 
 Thorn v. Nine Reefs, 67 L. T. 93 ; 
 
 ST. L. R. 490 468 
 
 Thurso New (.las Co., 42 C L\ 486; 
 
 61 L. T. 351; 38 W. R. 156; 5 
 
 T. L. R. 562 66, 67, 257 
 
 Tilly, Ex p., 20 Q. B. D. 588; 59 
 
 L. T. 188 ; 36 W. R. 388 202. 
 
 Times Ass. Co.'s Case, 2 H. & M. 723;
 
 Table of Cases. 
 
 lix 
 
 34 L. J. Ch. 58; 13 W. R. 152; 11 
 
 L. T. 489 97 
 
 Times Fire Ass. Co., 30 Beav. 596 . . 
 
 50, 54 
 
 Times Life Ass. Co., 5 Cb. 381. . .48, 
 
 111 
 
 , 39 L. J. Ch. 297. 
 
 238 
 
 , 9 Eq. 382. . .238 
 
 Toll v. Lee, 4 Ex. 230; 18 L. J. Ex. 
 
 364 180 
 
 Tollemache, Be, 14 Q. B. D. 415. .274 
 Tomkinson v. S. E. Ry. Co., 35 C. D. 
 
 675; 56 L. J. Ch. 932; 56 L. T. 
 
 812; 35 W. R. 758 216 
 
 Tomlin Patent Horseshoe Co., 55 
 
 L. T. 314 22,23 
 
 Tomlinson v. Gilby, 54 L. J. B. 80 ; 
 
 33 W. R. S00 148,168 
 
 v. Land and Finance 
 
 Corp., 14 Q. B. D. 539 ; 53 L. J. 
 
 Q.B. 561 255 
 
 Tondeur. Ex p., 5 Eq. 160 110 
 
 Tooth's Case, W. N. (1868)270; 19 
 
 L. T. 599 164 
 
 Topham v. Greenside Firebrick Co., 
 
 37 C. D. 281 ; 57 L. J. Ch. 583 ; 58 
 
 L. T. 274 ; 36 W. R. 464 105 
 
 Torquay Bath Co., 32 Beav. 581 . .6, 
 
 401, 419 
 
 Tothill's Case, 1 Ch. 85; 11 Jur. 
 
 1009; 35 L. J. Ch. 120 170 
 
 Totty, :Ex p., 1 Dr. & Sm. 273; 6 
 
 Jur. N. S. 849 194 
 
 Townsend's Case, 13 Eq. 148; 25 
 
 L. T. t92 ; 20 W. R. 164 ; 41 L. J. 
 
 Ch. 198 165 
 
 Traders' N. Staffordshire Co., 19 Eq. 
 
 60 58,67,70,71 
 
 Tramway Wheel Co., W. N. (1S73), 
 
 p. 160 39 
 
 Trenchard, Ex p., 19 W. R. 96 . .228 
 Trent and Huniber Co., 4 Ch. 112 
 
 110 
 Trevor v. Whitworth, 12 A. C. 409 ; 
 
 57 L. J. Ch. 28 ; 57 L. T. 457 . . 131, 
 136, 176, 456, 460 
 
 Tricks, Be, 3 Mor. 15 301 
 
 Trinsaran Coal Co., W. N. (1876) 
 
 214 70 
 
 Troup's Case, 7 Jur. N. S. 901 ; 9 
 
 W.li. 878 116 
 
 Trowbridge Water Co., 18 L. T. 115 . 
 
 41, 423 
 
 Trower & Lawson's Case, 14 Eq. 8. . 
 
 200, 202 
 
 Trueman's Estate, 14 Eq. 278. . .248, 
 
 251, 254 
 
 Truman's Case [1894], 3 Ch. 272; 
 
 63 L. J. Ch. 635 ; 71 L. T. 328 ; 
 
 43 W. R. 73 ; 1 Mans. 359 166 
 
 Trust and Investment Corpn. [1S92J, 
 
 I 3 Ch. 332; 40 AV. R. 689; 8 
 
 T. L. R. 770 275, 276, 277 
 
 Tuck & Co., 4th March, 1893, Chittv, 
 
 J 462 
 
 Tuck's Case, 3 Eq. 795 230 
 
 Tucker's Case, 25 L. T. 654; 20 
 
 W. R. 88; 41 L. J. Ch. 157 . . .166- 
 Tuffuell & Ponsonby's Case, 29 C. D. 
 
 421 ; 52 L. T. 933 163, 167 
 
 Tumacacori Mining Co., 17 Eq. 534 ; 
 
 43 L. J. Ch. 417 ; 22 W. R. 510 . . 
 
 18,21,53, 140 
 
 Tunis Ry. Co., W. N. (1874) 121 . .256 
 
 ,10 C. D. 270 n.; 31 
 
 L. T. 264 442,451 
 
 Tunnel Mining Co., 35 C. D. 579 ; 56 
 
 L. J. Ch. 1049 ; 35 W. R. 565 
 
 130, 133 
 Turner, Ex p., 2 De G. F. & J. 354. . 
 
 64 
 v. Green [1895], 2 Ch. 205; 
 
 64 L. J. Ch. 539 ; 72 L. T. 763 ; 
 
 43 W. R. 537 196 
 
 v. Thomas, L. R. 6 C. P. 610 . 
 
 121 
 Turquand v. Kirby, 4 Eq. 123. . .147, 
 
 148 
 
 v . Marshall, 4 Ch. 376. .213 
 
 Twycross v. Grant, 2 C. P. D. 469 ; 
 
 46 L. J. C. P. 636 ; 25 W. R. 701 ; 
 
 36 L. T. 812 112,180, 181 
 
 Tyne Chemical Co., 43 L. J. Ch. 
 
 354 200,202 
 
 Tyneside Building Soc, W. N. 
 
 (1885) 148 238 
 
 Tyso v. Pettit, 40 L. T. 132. .121, 123 
 
 U. 
 
 Ulster Land, &c, Investment Co., 17 
 
 L. R. Ir. 591 162 
 
 Underbank Mills Cotton, &c, Co., 31 
 
 C. D. 226 ; 53 L. T. 957 ; 34 W. R. 
 
 181 ; 55 L. J. Ch. 255 104 
 
 Underwood's Case, 5 D. M. & G. 677 . 
 
 195, 474 
 
 Union Bank of Kingston-upon-Hull, 
 
 13 C. D. 808 ; 48 W. R. 808 ; 42 
 
 L. T. 390 ; 49 L. J. Ch. 264 . .416, 
 
 437 
 Union Bank of Calcutta, 3 De G. & 
 
 Sm. 253 ; 19 L. J. Ch. 388 17 
 
 Union Cement Co., 20 W. R. 361 ; 
 
 26 L. T. 240 250,252 
 
 Union Debenture Co. v. Fletcher, 11 
 
 T. L. R. 472 140, 177 
 
 Union Hill Silver Co., 22 L. T. 400. . 
 
 402 
 Unionist Club, W. N. (1891) 64 . .269 
 United Bacon Curing Co., W. N. 
 
 (1890)74 421
 
 Ix 
 
 Table of Cases. 
 
 United Club & Hotel Co., 60 L. T. 
 
 665 ; W. N. (1889) 67 ; 5 T. L. E. 
 
 368 47,68 
 
 United English Ins. Co., 5 Eq. 300.. 
 
 60, 64 
 United English and Scottish Ins. Ass., 
 
 Exp. Hawkins, 5 Eq. 300. . .62,64 
 United Kingdom Electric Co., 24 
 
 W. R. 546, 593 ; 34 L. T. 238 . . 1 17 
 United Kingdom Land and Building 
 
 Assoc, 40 C. D. 471 ; 58 L. J. Ch. 
 
 132 ; 60 L. T. 691 ; 37 W. R. 486 . 
 
 251 
 United Merthyr Collieries Co., 16 
 
 L. T. N. S. 170; W. N. (1867), 
 
 p. 99 37,423,427 
 
 United Ports Ins. Co., 39 L. J. 146 . 
 
 7S 
 
 , 25 W. R. 580. 
 
 80, 82 
 , Ex p. Etna 
 
 Ins. Co., 46 L. J. Ch. 403; 25 
 
 W. R. 580 121 
 
 v. Hill, L. R. 5 
 
 Q. B. 395; 23 L. T. 14 256 
 
 , Beck's Case, 
 
 9 Ch. 392 ; 30 L. T. 346 ; 22 W. R. 
 
 460 ; 43 L. J. Ch. 531 167, 245 
 
 ,Perrett's Case, 
 
 15 Eq. 250; 42 L. J. Ch. 205.. 
 
 166 
 , Tucker's Case, 
 
 25 L. T. 654; 20 W. R. 88; 41 
 
 L.J. Ch. 157 166 
 
 , Wynne's Case, 
 
 8 Ch. 1002; 43 L. J. Ch. 138; 29 
 
 L. T. 381 16S 
 
 United Service Co., 7 Eq. 76. .38, 78, 
 
 241, 243 
 
 , 5 Ch. 707; 39 
 
 L. J. Ch. 730 ; 18 W. R. 1058 ; 23 
 
 L. T.331 173, 176 
 
 United Shepherds' Wheal Rose Co., 
 
 W. N. (1885) 15 237, 244 
 
 United States Cable Co., 48 L. J. 
 
 Ch. 665 437 
 
 United Stock Exchange Co., 51 L. T. 
 
 687; W. N. (1884), p. 251. .28, 117 
 
 ^^___ 28 C D 
 
 183; 54 L. J. Ch. 310; 52 L.' T. 
 
 509; 33 W. R. 389 240 
 
 Universal Bank, 14 W. R. 906. . . .26 
 Universal Banking Co., 3 Ch. 633 ; 
 
 18L. T.75; 16 W.R. 556. .166,167 
 Universal Disinfector Co., 20 Eq. 
 
 162 65, 66 
 
 Universal Drug Ass., 22 W. R. 675 . 
 
 46 
 Universal Non-Tariff Ins. Co., 19 
 
 Eq. 485 244 
 
 Uruguay Central Railway Co., 11 
 
 C. D. 372 . . .25, 35, 45, 46, 50, 132 
 
 Uxbridge, &c, Ry. Co., 43 C. D. 536 ; 
 59 L. J. Ch. 409 ; 62 L. T. 347 ; 
 38 VV. R. 614 7 
 
 V. 
 
 Vale, Exp., 18 C D. 137 89 
 
 v. Oppert, 22 W. R. 629; 30 
 
 L. T. 457 327 
 
 Vale of Neath, &c, Co., 1 M. & G. 
 
 225; 18 L. J. Ch. 265 ; 1D.G.&S. 
 
 750 171 
 
 Valparaiso Waterworks Co., 26 L. T. 
 
 650; 20 W.R. 518; 41 L.J. Ch. 
 
 659 166 
 
 Vansittart, Be [1893], 1 Q. B. 181 ; 
 
 68 L. T. 233; 41 W. R. 286; 62 
 
 L. J. Q. B. 277 277 
 
 Varieties, Ld., Be [1893], 2 Ch. 235; 
 
 62 L. J. Ch. 526; 68 L T. 214; 
 
 41 W. R. 296 .. . .32. 34, 38, 40, 52 
 Vaughan v. Hallidav, 9 Ch. 561 ; 32 
 
 L. T. 249; 22 W. R. 503 102 
 
 Venezuela Ry. Co. v. Kisch, L. R. 
 
 2 H. L. 99; 36 L. J. Ch. 849; 15 
 
 W.R. 821; 16 L.T. 500.. 175, 230, 
 
 232 
 Verner v. General, &c, Co. [1894], 2 
 
 Ch. 239; 63 L. J. Ch. 456; 70 
 
 L.T. 516 457 
 
 Vickers, Ex p., 56 L. T. 815 223, 
 
 232 
 Victoria Mansions, 50 L. J. Ch. 454. 
 
 191 
 Vine v. Raleigh, 24 C. D. 238 . . .478 
 Vining's Case, 6 Ch. 96; 19 W. R. 
 
 173 ; 40 L. J. Ch. 79 404, 434 
 
 Vivian, Be, W. N. (18S6) 32; 34 
 
 W. R. 411 ; 54 L. T. 384 ; 55 L. J. 
 
 Ch. 436 459 
 
 Vron Colliery Co., 20 C. D. 442 . .47, 
 
 53, 63, 64, 63 
 
 Vulcan Ironworks Co., W. N. 1885, 
 
 p. 120 129, 133, 179 
 
 Vulliamy v. Noble, 3 Mer. 618. . .123 
 
 W. 
 
 Wainwrigbt, Be, 19 C. D. 140 . . .258 
 Wainwright's Case, 59 L. J. Ch. 281 ; 
 
 62 L. T. 30 ; 63 L. T. 429 ; W. N. 
 
 (1890)3 231, 235 
 
 Wakefield Rolling Stock Co. [1892], 
 
 3 Ch. 165 ; 61 L. J. Ch. 670 ; 67 
 
 L. T. 83; 40 W. R, 700. . .183, 184 
 , 36 8. J. 
 
 524 384 
 
 Wala Wynaad Mining Co., 21 C. D. 
 
 849; 52 L. J. Ch. S6; 47 L. T. 
 
 128; 30 W.R. 915 51
 
 Table of Cases. 
 
 lxi 
 
 Walker v. Banagher Distillery Co., 
 
 1 Q. B. D. 129 75, 257 
 
 v. Bartlett, 18 C. B. 845; 
 
 25 L. J. C. P. 263 180 
 
 Walker's Case, 2 Eq. 554. . . .81, 143, 
 
 177 
 
 , 6 Eq. 30 140, 142, 
 
 179, 234 
 Walker & Hacking, 57 L. T. 703 ; 
 
 W. N. (18S7)202 127 
 
 Walkham United Mines, W. N. 
 
 (1882)134 240 
 
 Wall's Case, 15 Eq. 18 ; 42 L. J. Ch. 
 
 372 165 
 
 Wallace's Case, 23 C. D. 413; 31 
 W. K. 846; 49 L. T. 348; 51 L. J. 
 
 Ch. 841 175 
 
 Wallace v. Universal Automatic, &c, 
 
 Co. [1894], 2 Ch. 547; 63 L. J. Ch. 
 
 598; 70 L. T. S52 ; 1 Mans. 315. . 
 
 107, 468 
 
 Wallberg's Case, Eur. Arb. L. T. 
 
 50; 17 Sol. J. 69 108 
 
 Wallis's Case, 4 Ch. 325 163, 166 
 
 Wanzer, Ld. [1891], 1 Ch. 305; 60 
 L. J. Ch. 492 ; 39 W. K. 343 ; 7 
 
 T. L. E. 151 69 
 
 Ward, Ex p., L. R. 3 Ex. 180 . . .231 
 Ward's Case, 10 Eq. 659; 18 W. R. 
 
 910; 22 L. T. 695 166 
 
 Ward & Garfit's Case, 4 Eq. 189. .81, 
 140, 231 
 
 & Henry's Case, 2 Ch. 431 ; 
 
 36 L. J. Ch. 462 ; 16 L. T. 254. . . 
 140, 143, 179, 228, 231, 235 
 
 v. Sittingbourne Ry. Co., 9 Ch. 
 
 488 7 
 
 Ware, Be, 8 C. D. 731 ; 39 L. T. 
 
 185; 27 W. R. 106 29 
 
 Waring, Ex p., 2 Rose, 182; 2 CI. 
 
 & J. 404; 19 Ves. 344 102 
 
 Warrant Finance Co.'s Case, 10 Eq. 
 11; 5 Oh. 86; 5 Ch. 88. .97, 98, 101 
 
 ■ , 4 Oh. 
 
 643 97,98 
 
 Warwick,. &c, Ry. Co., 13 Jur. 751 ; 
 
 27 L.J. Ch. 735 11,119 
 
 Washington Diamond Mining Co. 
 
 [1893], 3 Ch. 95; 62 L. J. Ch. 
 
 »95 ; 69 L. T. 27 ; 41 W. R. 681 .. . 
 
 83, 85, 267, 343 
 
 Washoe Mining Co. v. Ferguson, 2 
 
 Eq. 371 ; 14 W. R. 820 ; 14 L. T. 
 
 590 255 
 
 Waterhouse v. Jamieson, L. R. 2 
 
 H. L. 29 220 
 
 Waterloo Life Ins. Co., 31 Beav. 586. 
 
 10 
 Waterproof Materials Co., W. N. 
 
 (1893). p. 18 38,327 
 
 Waters, Ex p., 8 Ch. 562 ; 28 L. T. 
 757; 21 W. R. 554 90 
 
 Watson, Ex p., 54 L. T. 233 173 
 
 v. Cave, 17 C. D. 19; 29 
 
 W. R. 433 ; 44 L. T. 40 470 
 
 v. Charlemont, 12 Q. B. 856 ; 
 
 18 L.J. Q. B. 65 224 
 
 v. Holliday, 20 C. D. 780 ; 
 
 52 L. J. Ch. 543 ; 48 L. T. 545 ; 31 
 
 W. R. 536 90 
 
 — — — & Sous, Ld. [1891], 2 Ch. 
 
 55; 60 L. J. Oh. 473; 65 L. T. 
 
 170 ; 39 W. R. 633 . . .38, 279, 420 
 
 Watts v. Atkinson, S T. L. R. 235 . . 
 
 223 
 
 Waugh. Be, 4 C. D. 524 ; 46 L. J. 
 
 Bk. 26; 35 L. T. 769; 25 W. R. 
 
 258 89 
 
 Wear Engine Works Co., 10 Ch. 188. 
 
 30. 
 Weavmouth Crown Glass Co., 19 
 
 CD. 640 70,72 
 
 Webb, Ex p., 11 W. R. 478; 9 Jur. 
 
 N. S. 856 236 
 
 v. Shropshire Ry. Co. [1S93], 
 
 3 Ch. 307 ; 69 L. T. 533 ; 9 T. L. 
 
 R. 607 131 
 
 v. Whiffin, L. R. 5 H. L. 428 ; 
 
 lb. 711 145, 147, 248, 257, 411 
 
 Webber, Ex p., 20 W. R. 394; 41 
 
 L. J. Ch. 145 202, 203. 
 
 Webster's Case, 32 L. J. Ch. 135 ; 11 
 
 W. R. 226; 7 L. T. 618 171 
 
 , 2 Eq. 741 ; 14 L. T. 
 
 728 175. 
 
 Wedsrwood Coal Co., 31 W. R. 181; 
 47 L. T. 612; W. N. (1882) 164.. 
 
 211 
 
 , 6 C. D. 627 .. . 
 
 448, 450> 
 
 Weikersheim's Case. 8 Ch. S31 ; 42. 
 
 L. J. Oh. 435; 21 W. R. 612; 28 
 
 L. T. 653 174 
 
 Weir v. Barnett, 3 Ex. D. 32; 26. 
 
 W. R. 147 224 
 
 v. Bell, 3 Es. D. 32, 238; 47 
 
 L. J. Ex. 704; 26 W. R. 746; 38 
 
 L.T. 929 221,224 
 
 Wells v. Estates Investment Co., 15 
 
 W. R. 762 58,60 
 
 Welsh Flannel Co., 20 Eq. 360. . .86, 
 
 185, 407 
 
 Welton, Ex p. [1895], 1 Ch. 255 ; 64 
 
 L.J. Ch. 177; 71 L. T. 682. . .128, 
 
 131, 183 
 
 Wendt, Be, 22 Q. B. D. 733 ; OIL. T. 
 
 286 ; 57 W. R. 721 ; 6 Mor. 127 . . 
 
 277 
 
 Werner's Case, 58 L. T. 305 ; W. N. 
 
 (1888) 126 ; 59 L. T. 579. . 174, 180, 
 
 228 
 
 Wescomb's Case, 9 Ch. 553 251 
 
 W T est, Ex p., 56 L. T. 622 232 
 
 West Cumberland Iron, &c, Co., 40
 
 Ixii 
 
 Table of Cases. 
 
 C D. 361 ; 37 W. R. 317 ; 58 L. J. 
 Cb. 373 ; 60 L. T. 627. . .36, 37, 42, 
 
 404 
 
 [1893], 
 
 1 Ch. 713 ; 62 L. J. Ch. 367 ; 68 
 L. T. 751; 41 W. R. 265 59 
 
 W. N. 
 
 (1888)54; 5S L. T. 152 460 
 
 West Hartlepool Iron Works Co., 
 
 10 Ch. 618 ; 34 L. T. 568 ; 45 
 
 L. J. Ch. 342 ; 24 W. R. 508 . . . 39, 
 
 46,71,72, 176,423 
 
 West London Commercial Bank, 38 
 C. D. 364 ; 57 L. J. Ch. 925 ; 59 
 L. T. 296 73 
 
 son, 13 Q. B. D. 360 ; 53 L. J. Q. B. 
 345 223 
 
 West Riding of Yorkshire Building 
 Soc, 45 C. D. 463 ; 59 L. J. Ch. 
 823 ; 63 L. T. 483 ; 39 W. R. 74. . 
 
 159 
 West of England Bank, Ex p. Brown, 
 
 12 C D. 825 89, 91, 188, 189 
 
 , Ex p. Budden 
 
 & Roberts, 12 C. D. 288 ; 48 L. J. 
 Ch. 764 ; 27 W. R. 906 ; 41 L. T. 
 
 979 186 
 
 , Exp. Hatcher, 
 
 12 CD. 284 245 
 
 West of England Paper Mills Co. v. 
 
 Gilbert, 61 L. J. Ch. 92 214 
 
 West Surrey Tanning Co., 2 Eq.737. 
 
 34, 39, 40, 52, 423 
 
 Westbourne Grove Draperv Co., 27 
 
 W R. 37; 39 L. T. 30; W. N. 
 
 1878, p. 195 11, 254, 413, 418 
 
 , 5 
 
 CD. 248 68,96 
 
 Westbury v. Twigg [1892], 1 Q. B. 
 77 ; 61 L. J. Q. B. 32 ; (J6 L. T. 
 
 225; 40 W. R. 208 66,74 
 
 Western and Brazilian Telegraph Co. 
 v. Bibby, 42 L. T. 821 ; W. N. (1880) 
 
 145 60 
 
 Western Bank of Scotland v. Addie, 
 L. R. 1 H. L. Sc. 145. . . .141, 142, 
 
 224 
 Western District Bank, W. N. (1879), 
 
 p. 151 37 
 
 Western of Canada Oil Co., 1 C D. 
 115; 45 L. J. Ch. 5; 24 W. R. 
 
 165; 33 L. T. 645 168,170 
 
 ,6 CD. 109. 
 
 204 
 
 , 17 Eq. 1 . . 
 
 25, 35, 45, 47, 49 
 
 ,W. N. 1874, 
 
 p. 148 451 
 
 v. Walker, 
 
 10 Ch. 628; 45 L. J. Ch. 165; 23 
 W. R. 738 255 
 
 Westmoreland, &c, Slate Co. [1893], 
 2 Ch. 612; 62 L. J. Ch. 975; 69 
 
 L. T. 700 132 
 
 [1892], 
 
 W. N. 2 ; 66 L. T. 52 201, 202 
 
 Westmoreland Slate Co. v. Feilden 
 [1891], 3 Ch. 15 ; 60 L. J. Ch. 680 ; 
 64 L. T. 428; 40 W. R. 23 ; 7 
 
 T. L. R. 585 354 
 
 Weston's Case, 4 Ch. 20 ; 38 L. J. Ch. 
 
 49; 19 L. T.337; 17 W. R. 62. .42, 
 
 78, 138, 177, 178, 404 
 
 , 5 Ch. 614 172 
 
 , 10 O. D. 579. . .216, 
 
 217, 219 
 Weston v. New Guston Co., 62 L. T. 
 
 275 441 
 
 Wexford, &c, Ry. Co., 3 De G. & S. 
 
 116 54 
 
 Wey and Aran Canal Co., 4 Eq. 197. 
 
 10, 34, 56 
 
 Weymouth Steam Packet Co. [1891], 
 
 1 Ch. 66 ; 60 L. J. Ch. 93 ; 63 L. T. 
 
 686; 39 W. R. 49 131 
 
 Wlialey Bridge Printing Co. v. Green, 
 
 5 Q. B. D. 109; 49 L. J. Q. B. 
 
 326 ; 28 W. R. 301 ; 41 L. T. 674. 
 
 112, 181 
 
 Wheal Buller Consols, 38 C D. 42 ; 
 
 57 L. J. Ch. 333 ; 58 L. T. 823 ; 36 
 
 W. R. 723 168, 169 
 
 Wheal Unity Wood Mining Co., 15 
 
 C D. 13 159 
 
 Wheatley v. Silkstone, &c, Coal Co., 
 
 29 C D. 715 ; 54 L. J. Ch. 778 ; 
 
 52 L. T. 798 ; 33 W. R. 797. . .106 
 
 Whinney, Exp., 13 Q. B. D. 476 .. . 
 
 187 
 Whitaker, Re, 50 L. T. 510 ; 1 Mor. 
 
 36 335 
 
 Whitby Partners, 32 C D. 337 ; 55 
 L. J. Ch. 540 ; 34 W. R. 505 ; 54 
 
 L. T. 912 162, 173 
 
 White, Ex p., 16 L. T. 276 ; 15 W. R. 
 
 754 162,235,244 
 
 White's Case, 12C.D. 511 ; 48 L. J. 
 Ch. 820; 27 W. R. 895; 41 L. T. 
 
 333 128, 129. 164 
 
 , 3 Eq. 86 ; 15 L. T. 309 ; 
 
 36 L. J. Ch. 121 143, 179 
 
 Whitehall Court, 56 L. T. 280. .213, 
 
 219 
 
 Whitehead v. Izod, L. R. 2 C P. 282 ; 
 
 36 L. J. C P. 113 ; 15 W. R. 314 ; 
 
 15 L. T. 477 178 
 
 Whitehouse & Co.'s Case, 9 C D. 
 
 595 87, 104, 144, 155, 184, 188, 
 
 189, 190,411,416 
 
 Wliitehouse's Claim, 53 L. T. 699 ; 3 
 
 Eq. 790; 15 W. R. 891 . .104, 142, 
 
 175, 232 
 
 Whitehouse, Ex p., 32 C D. 512 ; 54
 
 Table of Cases. 
 
 lxiii 
 
 L. T. 898 ; 34 W. K. 681 ; 55 L. J. 
 Oh. 008 104 
 
 Whitley v. Challis [1892], 1 Ch. 64; 
 61 L. J. Ch. 307 ; 65 L. T. 838 ; 40 
 
 W. It. 291 471,477 
 
 Whittaker, Re, 50 L. T. 510 ; 1 Mor. 
 
 36 '271 
 
 Whittet's Case, 2 De G. & J. 577. . . 
 
 228 
 
 Whitworth's Case, 19 C. D. 118. .200, 
 
 201, 202, 205, 415 
 
 Wigfield v. Potter, 45 L. T. 612 . . .9 
 
 Wilcoxon, Re, 23 C. D. 69 ; 52 L. J. 
 
 Ch. 717; 48 L. T. 450; 31 W. K. 
 
 878 83 
 
 Wilday v. Mid-Hants Ey. Co., 16 
 
 W. K. 409 ; 18 L. T. 13 . .270, 468 
 
 Wilde v. Gibson, 1 H. L. C. 605. .224 
 
 Wilkinson's Case, 2 Ch. 536 ; 36 L. J. 
 
 Ch. 489 142, 175 
 
 Willey, Ex p., 23 C. D. 118 197 
 
 Williams's Case, 9 Eq. 225 n 139, 
 
 177, 229 
 
 , 1 C. D. 576 ; 45 L. J. 
 
 Ch. 48 139, 154, 178, 179 
 
 Williams, Ex p., 7 Ch. 314 99 
 
 , 2 Eq. 216. .113, 117 
 
 v. Bristol Marine Ins. 
 
 Co., 39 L.J. Ch. 504 60 
 
 v. Harding, L. K. 1 
 
 H. L. 9 ; 35 L. J. B. 25; 14 W. R. 
 
 503 151, 186 
 
 v. Hopkins, 52 L. J. 
 
 Ch. 736 ; 31 W. R. 495 ; 48 L. T. 
 
 513 100 
 
 Willis, Re, 21 Q. B. D. 384 71 
 
 Willmott v. Barber, 17 C. D. 772 .. . 
 235, 258 
 
 v. London Celluloid Co., 34 
 
 C. D. 147 ; 55 L. T. 6U6 ; 35 W. R. 
 
 145; 56 L. J. Ch. 89 83,84 
 
 Wilmer v. McNamara [1895], 2 Ch. 
 245 ; 64 L. J. Ch. 516 ; 72 L. T. 
 
 552 ; 43 W. R. 519 457 
 
 Wilson, Ex p., 8 Ch. 45 213 
 
 Wilson v. Church, 9 C. D. 552; 26 
 
 W. R. 735 ; 39 L. T. 413 470 
 
 — — v. Natal Invest- 
 ment Co., 36 L. J. Ch. 312. .58, 59, 
 61, 75 
 
 v.Wallani,5Ex.D. 
 
 155; 28 W. R. 597; 42 L. T.325 . 
 
 151 
 
 Wilson's Case, 8 Eq. 240 ; 38 L. J. 
 
 Ch. 526; 17 W. R. 979 164 
 
 , 20 L. T. 962 . . .166 
 
 Wiltshire Iron Co., Ex p. Pearson, 3 
 
 Ch. 443 80 
 
 v. G. W. Ry. 
 
 Co., L. R. 6 Q. B. 101, 776 78 
 
 Wincham Shipbuilding, &c., Co., 9 
 C. D. 322 92, 183 
 
 Winehouse v. Winehouse, 20 C. D. 
 
 545; 51 L. J. Ch. 560; 30 W. R. 
 
 729; 46 L. T. 362 99, 101, 102 
 
 AVinstone's Case, 12 C. D. 239; 48 
 
 L. J. Ch. 607 ; 27 W. R. 752 ; 40 
 
 L. T. 838 . .126, 135, 158, 161, 229 
 Winter, Re, 8 C. D. 225; 47 L. J. 
 
 Bk. 52 ; 38 L. T. 362 ; 26 W. R. 
 
 512 120 
 
 Wise, Ex p,l Drew. 465 34 
 
 Withernsea Brickworks, 16 C. D. 337 ; 
 
 50 L.J. Ch. 185. .62, 65,71, 81, 101 
 Wolesey, Ex p., 3 De G. & S. 101. 
 
 18 
 Wollaston's Case, 4 De G. & J. 437 ; 
 
 28 L. J. Ch. 721 ; 5 Jur. N. S. 853 : 
 
 7 W. R. 645 ; 33 L. T. 294 .. . 171 
 Wolverhampton Waterworks Co. v. 
 
 Hawkesfurd, 6 C. B. N. S. 336 ; 7 
 
 C. B. N. S. 795; 11 C. B. N. S. 
 456; 29 L. J. C. P. 121; 8 W. R. 
 44; 36 L. T. 354 174 
 
 Wontner v. Shairp, 4 C. B. 404. .223, 
 
 224 
 Wood, Ex v., 22 L. J. Ch. 365 ; 3 
 
 D. M. & G. 272. 
 
 , 15 Eq. 236 235 
 
 Wood's Case, 3 D. G. & J. 85 ; 28 
 
 L. J. Ch. 899 ; 5 Jur. N. S. 1377 ; 
 
 2 L. T. 68 166 
 
 15 Eq. 236 ; 21 W. R. 
 
 845 ; 42 L. J. Ch. 403 166 
 
 Wood's Ships' Woodite Co., 62 L. T. 
 
 760 85,213 
 
 Woodrow, Re, W. N. (1893) 38 .331 
 Woolmer, Ex p., 2 D. M. & G. 665 ; 
 
 22 L. J. Ch. 513 183, 250 
 
 Wragge, Ex p., 33 L. J. Ch. 220 ; 17 
 
 L T 399 . .41 421 
 
 Wright & Gamble, .Ee' p., 8 Eq. 123. 
 
 245 
 Wright v. Horton, 12 A. C. 371 ; 56 
 
 L. J. Ch. 873; 36 W. R. 17; 56 
 
 L. T. 782 104 
 
 Wright v. Snowe, 2 De G. & S. 321 . 
 
 172 
 
 v . Wilkin, 34 W. R. 643 ... . 
 
 204, 205 
 Wright's Case, 7 Ch. 55 ; 41 L. J. Ch. 
 
 1 ; 20 W. R. 45 ; 25 L. T. 471 ... . 
 136, 141, 176 
 
 , 12 Eq. 331 .. . 144, 146 
 
 , 5 Ch. 407 ... . 194, 427 
 
 Wryghte's Case, 2 D. G. M. & G. 
 
 636 ; 5 D. G. & S. 244. . . . 116, 246 
 
 Wyatt's Case, Reil. 42 108 
 
 Wyatt v. Met. Board of Works, 11 
 
 C. B.N. S.744 95 
 
 Wyley v. Exhall Coal Co., 33 Beav. 
 
 538 60 
 
 Wynaad Gorddu Mining Co., 31 
 
 W. R. 226 31,242
 
 lxiv 
 
 Table of Cases. 
 
 Wynne's Case, 8 Ch. 1002; 43 L. J. 
 
 Ch. 138; 29 L. T. 381... 141, 10S, 
 
 231, 443 
 
 Y. 
 
 Yate Collieries, &c, Co., W. N. 
 
 (1883)171 29 
 
 Yelland's Case, 4 Eq. 350 94 
 
 Yeoland Consols, 58 L. T. 922; 1 
 
 Megone, 19 164, 172 
 
 Yglesias, Rr, 10 Ch. 639; 32 L. T. 
 
 677 ; 23 W. R. 780 102 
 
 10 Ch. 635; 33 L. T. 112; 
 
 22 W.R. 843 102 
 
 Yorkshire Fibre Co., 9 Eq. 650. . .41, 
 
 86, 416 
 
 Yorkshire Banking Co. v. Mullau, 35 
 
 C. D. 125; 56 L. J. Ch. 562; 56 
 
 L. T. 399 ; 35 W. R. 593 478 
 
 Young, Ex p., 17 C. D. 668; 50 L. J. 
 
 Ch. 824; 45 L. T. 90 90 
 
 , 27 W. R. 492 ; 41 L T. 
 
 40 123 
 
 v. Bank of Bengal, 1 
 
 Dea. 653 123 
 
 Yniscedwyn Iron Co., 19 W. R. 194 . 
 27, 237, 238, 423- 
 
 Z. 
 
 Zoedone Co., 53 L. J. Ch. 465; 49 
 L. T. 654; 32 W. R. 312; W. N. 
 (1884) 211 . . .38, 41, 45, 52, 66, 131, 
 
 423 
 
 Zuccani v. Nacupai Gold Co., 61 L. T. 
 
 176 ; 5 T. L. R. 454. .97, 415, 418, 
 
 441 
 Zulueta's Claim, 5 Ch. 444 116
 
 TABLE OF STATUTES. 
 
 PAGE 
 
 25 & 26 Vict. c. 89 (Companies Act, 1862) 621 
 
 30 & 31 Vict. c. 131 (Companies Act, 1867) 655 
 
 32 & 33 Vict. c. 19 (Stannaries Act, 1869) 675 
 
 33 & 34 Vict. c. 61 (Life Assurance Companies Act, 1870) . . .679 
 
 33 & 34 Vict. c. 104 (Joint Stock Companies Arrangement Act, 1870) . 661 
 
 34 & 35 Vict. c. 58 (Life Assurance Companies Act, 1871) . . .683 
 
 35 & 36 Vict. c. 41 (Life Assurance Companies Act, 1872) . . .683 
 40 & 41 Vict. c. 26 (Companies Act, 1877) 662 
 
 42 & 43 Vict. c. 76 (Companies Act, 1879) 663 
 
 43 Vict. c. 19 (Companies Act, 1880) 665 
 
 46 & 47 Vict. c. 28 (Companies Act, 1883) 666 
 
 46 & 47 Vict. c. 30 (Companies (Colonial Registers) Act, 1883) . . 666 
 
 49 Vict. c. 23 (Companies Act, 1886) 668 
 
 50 & 51 Vict. c. 43 (Stannaries Act, 1887) 676 
 
 51 & 52 Vict. c. 62 (Preferential Payments in Bankruptcy Act, 1888) . 670 
 53 & 54 Vict. c. 62 (Companies Memorandum of Association Act, 1890) 671 
 53 & 54 Vict. c. 63 (Companies Winding-up Act, 1890) . . . 263-304 
 
 53 & 54 Vict. c. 64 (Directors Liability Act, 1890) 673 
 
 56 & 57 Vict. c. 58 (Companies Winding-up Act, 1893) . . . .674 
 
 E.W.
 
 TABLE OF RULES. 
 
 GENERAL ORDER, 11th Nov., 1862. 
 
 RULE 
 
 1 
 
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 4 
 
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 7 
 
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 RULE 
 
 
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 Schedule 1 
 
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 GENERAL ORDER, 21st March, 1868 
 
 695-698 
 
 COMPANIES WINDING-UP RULES, 1890. 
 
 RULE 
 
 PAGE 
 
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 . 305 
 
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 306, 307 
 
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 4 
 
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 Table of Rules. 
 
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 85 . 
 
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 102 . 
 
 . 355 
 
 156 
 
 . 337 
 
 103 
 
 . 355 
 
 157 
 
 . 337 
 
 104 
 
 . 355 
 
 158 
 
 . 337 
 
 105 
 
 . 356 
 
 159 
 
 . 338 
 
 106 . 
 
 . 356 
 
 160 
 
 . 338 
 
 107 . 
 
 . 356 
 
 161 
 
 . 338 
 
 108 . 
 
 . 357 
 
 162 
 
 . 338 
 
 109 . 
 
 . 357 
 
 163 
 
 . 339 
 
 110 . 
 
 . 357 
 
 164 
 
 . 339 
 
 Ill 
 
 . 357 
 
 165 
 
 . 339 
 
 112 . 
 
 . 358 
 
 166 
 
 . 340 
 
 113 . 
 
 . 358 
 
 167 
 
 . 340 
 
 114 . 
 
 . 358 
 
 168 
 
 . 340 
 
 115 . 
 
 . 358 
 
 169 
 
 . 340 
 
 116 
 
 . 359 
 
 170 
 
 340, 341 
 
 117 . 
 
 . 359 
 
 171 
 
 . 342 
 
 118 
 
 . 359 
 
 172 
 
 . 342 
 
 119 . 
 
 . 359 
 
 173 
 
 . 342 
 
 120 
 
 . 360 
 
 174 
 
 342, 343 
 
 121 . 
 
 . 360 
 
 175 
 
 . 343 
 
 122 
 
 . 360, 361 
 
 176 
 
 . 344 
 
 123 . 
 
 . 361, 362 
 
 177 
 
 . 344 
 
 124 . 
 
 . 362 
 
 178 
 
 . 344 
 
 125 
 
 . 363 
 
 179 
 
 . 344 
 
 J 126 . 
 
 . 363 
 
 180
 
 lxviii 
 
 Table of Rules. 
 
 RULE 
 
 1 [127] 
 
 2 [127aJ 
 
 3 [127b] 
 
 4 [127c] 
 
 COMPANIES WINDING-UP RULES, 1891. 
 
 PAGE 
 
 364 
 364 
 365 
 365 
 
 RULE 
 
 5 [127D] 
 
 6 [130a] 
 
 7 [132a] 
 
 PAGE 
 
 365 
 367 
 368 
 
 COMPANIES WINDING-UP RULES, APRIL, 1892. 
 
 RULE 
 1 
 
 2 
 
 3 
 
 4 
 
 5 
 
 6 
 
 7 
 
 8 
 
 9 
 10 
 11 
 12 
 13 
 
 PAGE 
 
 . 305 
 
 . 309 
 
 310, 311 
 
 . 311 
 
 . 311 
 
 312, 313 
 
 . 313 
 
 . 313 
 
 . 313 
 
 . 313 
 
 . 373 
 
 . 314 
 
 . 314 
 
 RULE 
 
 
 
 PAGE 
 
 14 . 316, 317 
 
 15 
 
 
 . 327 
 
 16 
 
 
 
 367 
 
 17 
 
 
 
 385 
 
 18 
 
 
 
 329 
 
 19 
 
 
 
 329 
 
 20 
 
 
 
 330 
 
 21 
 
 
 
 331 
 
 22 
 
 
 
 334 
 
 23 
 
 
 
 334 
 
 24 
 
 
 
 334 
 
 25 
 
 
 
 338 
 
 RULE 
 26 
 
 27 
 28 
 29 
 30 
 31 
 32 
 33 
 34 
 
 PAGE 
 
 344, 345 
 
 . 346 
 
 . 324 
 
 . 359 
 
 . 362 
 
 . 374 
 
 . 374 
 
 . 375 
 
 . 385 
 
 35.. 305, 306, 307, 386 
 
 36 308 
 
 37 386 
 
 COMPANIES WINDING-UP RULES, AUGUST, 1892. 
 
 RULE 
 1 
 
 2 
 
 PAGE 
 
 309 
 310 
 
 RULE 
 
 3 
 
 PAGE 
 
 308 
 
 COMPANIES WINDING-UP RULE, DECEMBER, 1892. 
 
 Rule 
 
 PAGE 
 
 354 
 
 COMPANIES WINDING-UP RULES, MARCH, 1893. 
 
 RULE 
 1 
 
 PAGE RULE 
 336 I 2 . 
 
 PAGE 
 
 333 
 
 COMPANIES WINDING-UP RULES, APRIL, 1895. 
 
 RULE PAGE RULE PAGE 
 
 1 336 | 2 340,341 
 
 COMPANIES WINDING-UP RULE, NOVEMBER, 1895. 
 
 Rule 
 
 PAGE 
 
 374
 
 FOKMS. 
 
 TITLE AND FORMAL PARTS. 
 
 NO. PAGE 
 
 1. General Title (High Court) 485 
 
 2. General Title (County Court) 485 
 
 3. Form of Summons 485 
 
 4. Formal Parts of Notice of Motion 485 
 
 FORMS OF PETITIONS FOR WINDING-UP. 
 
 5. Petition 486 
 
 6. By unpaid Creditor on Simple Contract 486 
 
 7. By Creditor. Statutory Demand 487 
 
 8. By fully paid-up Shareholder 487 
 
 9. Petition by Shareholder on ground of Fraud and Non-existence of 
 
 Subject Matter for which Company ivas formed .... 488 
 
 10. By Company 488 
 
 11. By Shareholder and Contributory of an Insurance Company . . 490 
 
 12. Subject to Supervision 492 
 
 13. Palatine of Lancaster 493 
 
 PROCEEDINGS PREVIOUS TO HEARING OF PETITION. 
 
 14. Advertisement of Petition .... 
 
 15. Affidavit verifying Petition .... 
 
 16. Affidavit of Service of Petition on Members, Officers, 
 
 17. Affidavit of Service of Petition on Liquidator . 
 
 18. Summons as to Service of Petition . 
 
 19. Notice of intention to appear on hearing of Petition 
 
 20. List of parties attending hearing 
 
 21. Summons for Security for Costs 
 
 22. Notice to produce Documents at hearing of Petition 
 
 or Servants 
 
 493 
 493 
 494 
 494 
 494 
 495 
 495 
 495 
 495 
 
 PROVISIONAL LIQUIDATOR. 
 
 23. Notice of Motion or Summons for Provisional Liquidator . . 496 
 
 24. Order appointing a Provisional Liquidator ..... 496 
 
 25. Notice of Order appointing Official Receiver as Provisional Liquidator 496 
 
 ORDER ON PETITION. 
 
 26. Order for Winding-up by the Court 496 
 
 27. Supervision Order 497 
 
 27a. Oder for Supervision in Bywater, Tanqueray, and Phayre, Limited, 
 
 00155 of 1895, containing .undertaking by Debenture-holders, either 
 to take misfeasance proceedings, or allow unsecured Creditors to do 
 so for their own benefit ......... 497 
 
 28. Usual Order for Petition to stand over ...... 498
 
 lxx Table of Forms. 
 
 NO. PAGE 
 
 29. Order dismissing Petition 498 
 
 30. Notice of Order to wind up {for Local Paper) .... 498 
 
 31. Advertisement of Supervision Order 499 
 
 32. Notice to Official Receiver of winding-up orders .... 499 
 
 PROCEEDINGS SUBSEQUENT TO PETITION. 
 
 33. Summons to submit Statement of Affairs 499 
 
 34. Statement of Affairs 500 
 
 35. Notice to Creditors of First Meeting 510 
 
 36. Notice to Contributor ies of First Meeting 510 
 
 37. Notice to Directors, &c, to attend First Meeting .... 511 
 
 38. Authority to Deputy to act as Chairman and use Proxies . . .511 
 
 39. Memorandum of Proceedings at adjourned First Meeting (no quorum) 511 
 
 40. Chairman's Report of result of Meeting 511 
 
 41. Order directing a Public Examination 512 
 
 42. Notice to attend Public Examination 513 
 
 43. Appointment of Shorthand Writer to take Examination . . . 513 
 
 44. Declaration of Shorthand Writer 513 
 
 45. Notes where a Shorthand Writer is appointed 514 
 
 46. Notes where Shorthand Writer is not appointed .... 514 
 
 47. Report of refusal to answer to satisfaction of Registrar, &c. . . 514 
 
 48. Warrant against Person who fails to attend Examination . 514 
 
 49. Order that Examination is concluded ...... 515 
 
 50. Application for a Special Bank Account 515 
 
 51. Order for Special Bank Account 516 
 
 52. Motion to restrain Advertisement of Order pending Appeal . 516 
 
 53. Summons to attend the Proceedings . . . . . ■ .516 
 
 54. Order giving Liberty to attend at own Expense .... 516 
 
 55. Application by Creditor or Contributory for Inspection under s. 156 516 
 
 LIQUIDATORS AND SPECIAL MANAGERS. 
 
 56. Affidavit of fitness of proposed Liquidator ..... 517 
 
 57. Order appointing Liquidator 517 
 
 58. Affidavit of Sureties 517 
 
 59. Certificate as to Liquidator's Security ...... 518 
 
 60. Advertisement of Appointment of Liquidator ..... 518 
 
 61. Affidavit of Liquidator verifying the Books of Company . . . 518 
 
 62. Payment of Money or Delivery of Books, &c, to Liquidator . 518 
 
 63. Notice that Company's Solicitor do deliver Books, Papers, &c. . . 519 
 
 64. Summons for Liberty to carry on Business generally . .519 
 
 65. Another Form to carry on Business in ordinary Course . . .519 
 
 66. Another Form to carry on Business to certain Extent . . . 520 
 
 67. Summons for Liberty to Borrow to carry on Business . . . 520 
 
 68. Summons for Liberty to advance Money for Payment of Expenses ■ 520 
 
 69. Order or Memorandum of Sanction for certain Acts by Liquidator . 520 
 
 70. Summons to carry into effect Agreement ...... 521 
 
 71. Summons for general Liberty to sell Land, <ic. . . . ■ .521 
 
 72. Summons for Liberty to dispose of Goods 521 
 
 73. Summons to Sell with Approbation of Judge, and consent of 
 
 Incumbrancer .......... 521 
 
 74. Summons for Approval of Cotiditional Contract for Sale . . . 521 
 
 75. Summons for Approval of Conveyances on Sale .... 522 
 
 76. Summons for Liberty to bring Action ...... 522 
 
 77. Summons for Liberty to defend Action ...... 522 
 
 78. Summons for Leave to continue Action ...... 522 
 
 79. Summons for Liberty to prove in Bankruptcy ..... 522 
 
 80. Application by Liquidator for Leave to Appeal .... 523 
 
 81. Liquidator's Statement of Account under Sect. 15 of 1890 Act . . 523 
 
 82. Affidavit verifying Liquidator's Account 524
 
 Table of Forma. lxxi 
 
 NO. PAGE 
 
 to 
 
 ACTIONS, EXECUTIONS, DISTRESS, &c. 
 
 112. Application for Liberty to proceed with Action against Company 
 
 113. Order giving Liberty to Debenture-holders to bring Action 
 
 114. Application to restrain Slieriff Selling ..... 
 
 115. Application to restrain County Court Execution 
 
 116. Order giving Execution Creditor before Winding-up first Charge, &c 
 
 and directing Sale and Payment to him .... 
 
 1 17. Application to restrain Issue of Execution .... 
 
 118. Motion to restrain further Proceedings under Judgment . 
 
 119. Application that Liquidator pay Bent to Landlord or give up 
 
 Possession .......... 
 
 120. Application for Liberty to Distrain . ..... 
 
 121. Application to restrain Distress ...... 
 
 122. Application by Mortgagee for Liberty to Sell .... 
 
 123. Motion to discharge restraining Order ..... 
 
 525 
 
 525 
 525 
 526 
 526 
 526 
 526 
 526 
 527 
 528 
 
 83. Liquidator's Trading Account 
 
 84. List of Dividends or Composition 
 
 85. List of Amounts paid or payable to Contributor ies . 
 
 86. Certificate by Committee as to Audit .... 
 
 87. Affidavit verifying Liquidator'' s Account .... 
 
 88. Affidavit verifying Liquidator's Trading Account . 
 
 89. Affidavit verifying Account of Unclaimed, dec, Funds 
 
 90. Affidavit by Special Manager verifying Account 
 
 91. Form of cash book to be kept by Liquidators 
 
 92. Summons to Proceed on Liquidator's Account . 
 
 93. Affidavit of Liquidator in Support of his Account, and 
 
 Sureties. ......... 
 
 94. Liquidator's Account under Act of 1862 .... 
 
 95. Summons by Liquidator to retain Money on Account of Remuneration 530 
 
 96. Affidavit of Clerk in Support of Liquidator's Remuneration Account 530 
 
 97. Exhibit referred to in preceding Affidavit .... 
 
 98. Affidavit of Liquidator in Support of his Remuneration Account 
 
 99. Order as to Remuneration being Assessed and Paid . 
 
 100. Order for Payment of Remuneration, and to tax Costs, &c. 
 
 101. Summons for Liberty to pay Costs before Taxation . 
 
 102. Order for Taxation and Payment of Costs .... 
 
 103. Order to Tax and pay Costs on change of Liquidator's Solicitor 
 
 104. Affidavit of Solicitor as to Receipt of Costs .... 
 
 105. Notice to Creditors and Contributories of intention to apply for 
 
 Release 
 
 106. Application by Liquidator to Board of Trade for Release 
 
 107. Statement to accompany notice of application for Release 
 
 108. Order under Act of 1862 appointing Liquidator where one Deceased 535 
 
 109. Order under Act of 1862 upon Liquidator resigning . . . 535 
 
 110. Order removing Liquidator ........ 535 
 
 111. Notice of Removal of Liquidator and Date fixed for Appointment of 
 
 New Liquidator .......... 535 
 
 528 
 529 
 
 530 
 531 
 531 
 531 
 531 
 532 
 532 
 532 
 
 532 
 533 
 534 
 
 536 
 536 
 536 
 536 
 
 536 
 537 
 537 
 
 537 
 537 
 537 
 538 
 538 
 
 SERVICE OF ORDERS. 
 
 124. Application for substituted Service 538 
 
 MEETINGS OF CREDITORS AND CONTRIBUTORIES. 
 
 125. Notice of Meeting (General Form) 538 
 
 126. Affidavit of Postage of Notices of Meeting ..... 538 
 
 127. Certificate of Postage of Notices (General) ..... 539 
 
 128. Memorandum of Adjournment of First or other Meeting . . . 539 
 
 129. List of Creditors Assembled to be used at every Meeting . . 540 
 
 130. General Proxy 540
 
 lxxii 
 
 Table of Forms. 
 
 NO. PAGE 
 
 131. Special Proxy ... 541 
 
 132. Notice [or Advertisement] of Meeting of Creditors or Contributories 542 
 
 133. Appointment of Proxy to vote at Meeting . ..... 542 
 
 134. Memorandum of Appointment of Chairman ..... 542 
 
 135. Chairman's Report of Result of Meeting under Act of 1862 . . 543 
 
 PROOF OF DEBTS BY CREDITORS AND DIVIDENDS. 
 
 136. Proof of Debt. General Form . 
 
 137. Proof of Debt by Workmen .... 
 
 138. Notice of Rejection of Proof .... 
 
 139. Notice to Creditors to declare Dividend . 
 
 140. Notice to Persons claiming to be Creditors of intention 
 
 Final Dividend ....... 
 
 141. Notice of Dividend ... ... 
 
 142. Advertisement for Creditors under Act of 1862 
 
 143. Affidavit of Liquidator as to Debts and, Claims 
 
 144. Exhibit referred to in preceding Affidavit 
 
 145. Notice to Creditor of Allowance of Debt . 
 
 146. Notice to Creditors to come in and prove their Debts 
 
 147. Summons for better Particulars of Claim . 
 
 148. Affidavit of Creditor in Proof of Debt 
 
 149. Affidavit in Proof of Claim of Solicitor for Cost and 
 
 Cash Account ....... 
 
 150. Summons to admit as Creditor 
 
 151. Certificate of Registrar as to Debts and Claims 
 15'2. Summons to pay Dividend, to Creditors . 
 
 153. Summons to pay Dividend and to arrange for Disputed 
 
 154. Summons to pay Final Dividend .... 
 
 155. Affidavit of Liquidator as to Dividend 
 
 156. The Exhibit to the preceding Affidavit 
 
 157. Order for Payment of Dividends and to retain some 
 
 158. Notice to Creditor to attend to receive Debt 
 
 to declare 
 
 Balance on 
 
 543 
 545 
 546 
 546 
 
 546 
 547 
 547 
 548 
 548 
 549 
 549 
 549 
 550 
 
 550 
 551 
 551 
 552 
 553 
 553 
 553 
 553 
 554 
 554 
 
 CONTRIBUTORIES. 
 
 159. List of Contributories to be made out by Liquidator . . 555 
 
 160. Notice to Contributories of Appointment to settle List . . . 555 
 
 161. Affidavit of Service of Notice to Contributory ..... 556 
 
 162. The Schedule referred to in preceding Form 556 
 
 163. Supplemental List of Contributories under Act of 1890 . . . 557 
 
 164. Supplemental List of Contributories and Affidavits in Support under 
 
 Act of 1862 557 
 
 165. Supplemental List of Contributories referred to in preceding Form . 558 
 
 166. Certificate of Final Settlement, of the List of Contributories . ■ 558 
 
 167. Notice to Contributory of Final Settlement and that Name included 559 
 
 168. Summons to strike Name off List 560 
 
 169. Another Form 560 
 
 170. Summons to vary by adding other Parties 560 
 
 171. Order on Application to vary List 560 
 
 172. Summons to bring Actions against Contributories tvith vieio to 
 
 Bankruptcy 560 
 
 173. Summons to take Proceedings by Execution, &c 561 
 
 174. Summons to attach Debts due to a Contributory .... 561 
 
 175. Summons for Order charging Shares of Contributory . . . 561 
 
 176. Summons to pay Dividend to Contributories 561 
 
 177. Notice of return to Contributories 532
 
 Table of Forms. lxxiii 
 
 CALLS. 
 
 NO. PAOE 
 
 178. Summons for Calls due before Winding-up 563 
 
 179. Notice to Committee of Inspection of Meeting to sanction proposed 
 
 Call 563 
 
 180. Advertisement for local paper of Meeting of Committee . . . 564 
 
 181. Resolution of Committee sanctioning Call 564 
 
 182. Notice of Call sanctioned by Committee by Contributory . . . 564 
 
 183. Affidavit of Liquidator in Support of Proposal for Call . . . 565 
 
 184. Affidavit of Liquidator in Support of foummons for Payment of 
 
 Calls in respect of Shares forfeited, <fr. ..... 565 
 
 185. Summons for Call by Instalments ....... 566 
 
 186. Advertisement of Intended Call ....... 566 
 
 187. Order for a Call 567 
 
 188. Notice to be served with Order for Cull under Act of 1890 . . 567 
 
 189. Notice to be served with Order for Call under Act of 1862 . . 567 
 
 190. Summons for Payment of Call 568 
 
 191. Affidavit in support of Application for Payment of Call . . . 568 
 
 192. Balance Order for Payment of Call due . . . ■ . . 568 
 
 193. Affidavit of Service of Order for Payment of Call .... 570 
 
 194. Affidavit of Non-Payment of Money directed to be paid into the 
 
 Bank of England under Act of 1862 ...... 570 
 
 195. Summons for Leave to bring Actions to enforce Calls . . 57 i 
 
 196. Summons for Calls on B. Contributory . . . . . .571 
 
 COMPROMISES. 
 
 197. Questions as to means and affidavit verifying answers . . 571 
 
 198. Affidavit of Liquidator as to a Compromise ..... 572 
 
 199. Memorandum of Agreement of Compromise with a Contributory . 573 
 
 200. Application to sanction Compromise . 574 
 
 EVIDENCE AND EXAMINATION OF WITNESSES. 
 
 201. Summons for Persons to attend at Chambers to be examined . . 574 
 
 202. Summons for Examination under s. 115 574 
 
 203. Order to attend 'under s. 115, with Books, rfr 575 
 
 204. Order that Contributories may attend Examination under s. 115 . 575 
 
 MISCELLANEOUS. 
 
 205. Order of Transfer 575 
 
 206. Notice of Transfer of Proceedings to the Board of Trade and 
 
 Official Receiver .......... 575 
 
 207. Request of Committee of Inspection to Board of Trade to Sell 
 
 Securities ........... 575 
 
 208. Certificate and Request by Committee of Inspection, us to Investment 
 
 of Funds 576 
 
 MISFEASANCE. 
 
 209. Summons under Section 10 of 1S90 Act 576 
 
 VOLUNTARY WINDING-UP. 
 
 210. Notice of Meeting to p>oss a Resolution to Wind-up voluntarily, and 
 
 appoint Liquidator ........ 576 
 
 211. Resolution giving Liquidator General Fairer to Compromise . . 577 
 
 212. Notice of extraordinary Resolution for voluntary Winding-up . . bll 
 
 213. Notice of special and lonfirmatory Resolution ..... 577 
 
 214. Notice of Meeting for special Resolution to Wind up . . . 577 
 214a Notice of second Meeting to confirm Resolution .... 577 
 
 E.W. /
 
 lxxiv Table of Forms. 
 
 to enforce 
 
 NO. PAGE 
 
 215 Notice to Contributor ies of settlement of Lists 578 
 
 216. Notice of Call. Voluntary Winding-up . 
 
 217. Application by Liquidator in voluntary Winding-up 
 
 Calls ......... 
 
 218. Application for an enquiry as to the Debts of Company 
 
 219. Application to fix Time for Claims against Company 
 
 220. Application for Liberty to pass Account . 
 
 221. Application for Removal of Voluntary Liquidator . 
 
 222. Application by Liquidator for Account and Payment from former 
 
 Liquidator ...... 
 
 223. Conveyance on Sale by Voluntary Liquidator 
 
 224. Advertisement for calling final Meeting . 
 
 225. Notice of Meeting for Resolution to dispose of Boohs, &c 
 
 578 
 
 578 
 579 
 579 
 579 
 579 
 
 580 
 580 
 581 
 581 
 
 226. Return to Registrar of final Meeting 581 
 
 FORMS ON DISSOLUTION OF BUILDING SOCIETIES. 
 
 227. Deeds with Trustee to enable him to carry out Dissolution . . 582 
 
 228. Lnstrument of Dissolution ........ 583 
 
 229. Declaration to accompany Lnstrument of Dissolution . . . 584 
 
 230. Notice of Commencement of Dissolution where no Lnstrument of 
 
 Dissolution is executed ........ 584 
 
 231. Notice of Termination of Dissolution ...... 584 
 
 RECONSTRUCTION. 
 
 232. Notice of Meeting to Wind-up voluntarily and exercise powers of 
 
 s. 161 585 
 
 233. Notice of Meeting to confirm Resolutions ...... 585 
 
 234. Scheme to accompany above Notices ....... 586 
 
 235. Agreement of Sale by Old Company to New Company in pursuance 
 
 of above Resolutions ......... 586 
 
 236. Surrender of Debentures for Shares ....... 589 
 
 237. Agreement for Sale and transfer to proposed New Company on 
 
 Reconstruction where Winding-up is by the Court . . . 589 
 
 238. Application for Shares by Shareholder in Old Company pursuant to 
 
 Scheme ........... 591 
 
 239. Agreement (for Registration) for issue of Shares partly paid up . 592 
 
 240. Notice of Dissent 593 
 
 AMALGAMATION. 
 
 241. Agreement to amalgamate with an existing Company . . . 594 
 
 ARRANGEMENTS. 
 
 242. Scheme of Arrangement 595 
 
 243. Clause as to misfeasance proceedings generally required bg Vaughan 
 
 Williams, J. 596 
 
 244. Summons for leave to call Meetings under Joint Stock Companies 
 
 Arrangements Act ......... 596 
 
 245. Order for Meeting of unsecured Creditors ..... 596 
 
 246. Notice of Meeting to Creditors 597 
 
 247. Form of Proxy 597 
 
 248. Advertisement of Meeting 597 
 
 249. Report of Chairman of Meeting 598 
 
 250. Petition for Court's Sanction to Arrangement ..... 599 
 
 251. Order Sanctioning Scheme 603
 
 Table of Forms. 
 
 lxxv 
 
 REDUCTION OF CAPITAL. 
 
 NO. 
 
 252. Petition for Cancelling Lost Capital 
 
 253. Advertisement of Petition 
 
 254. Affidavits in support of Petition 
 '2':'). Petition for Redaction of Capital 
 
 256. Order for Enquiry as to Creditors . 
 
 257. Registrar's Certificate as to Creditors 
 
 258. Order sanctioning Cancellation and Reduction of Capital 
 
 259. Advertisement of Order ....... 
 
 PAGE 
 
 604 
 606 
 606 
 608 
 609 
 610 
 611 
 611 
 
 MEMORANDUM OF ASSOCIATION ACT, 1890. 
 
 260. Petition for alteration of Memorandum of Association . . . 611 
 
 261. Order fur Advertisement of Petition . ...... 613 
 
 262. Advertisement of Petition . ........ 614 
 
 263. Circular to Creditors ......... 614 
 
 264. Form to accompany Circular ........ 614 
 
 265. Order sanctioning Alteration ........ 615 
 
 DEBENTURE-HOLDERS' ACTIONS. 
 
 266. Writ 615 
 
 267. Writ (where Trust Deed) 616 
 
 268. Charge to Secure Advances to Receiver 616 
 
 269. Statement of Claim 616 
 
 270. Judgment 617 
 
 271. Order on further Consideration 618
 
 THE PEACTICE 
 
 IN 
 
 WINDING-UP COMPANIES. 
 
 CHAPTER I. 
 
 PRELIMINARY. 
 
 NARY. 
 
 Modes of winding-up. — A company registered under the Chap. I. 
 
 Act of 1862, or under the former Acts of 1856-1858, may 
 
 now he wound up in any of the following ways : — Piielimi- 
 
 (1.) Compulsorily, or by the Court ; 
 (2 ) Voluntarily, without the intervention of the 
 
 Court ; 
 (3.) Voluntarily, hut under an order and subject to 
 the supervision of the Court. 
 Unregistered companies cannot be wound up voluntarily, 
 or under the supervision of the Court. 
 
 Difference between the three modes. — The Companies 
 Winding-up Act, 1890, and the rules made under it form 
 a complete code, which now regulates the winding-up of 
 companies by the Court, when the registered office of the 
 company is in England or Wales. The work is done under 
 the direct superintendence of the Registrar and his staff, 
 the Official Receiver, and the Board of Trade. The 
 liquidator is an officer of the Court, and if the company 
 be insolvent, is a trustee only for the creditors. 
 
 In voluntary winding-up the proceedings are still taken 
 under the Act of 1862, and the general orders made 
 under it. 
 
 Those sections only of the Winding-up Act, 1890, which 
 are expressed to apply to voluntary winding-up do so 
 apply. The principal sections applicable are s. 3, dealing 
 
 E.W. b
 
 Preliminary. 
 
 Chap. I. with the transfer of proceedings from one Court to another; 
 
 s. 10, enabling the Court to assess damages against delin- 
 
 Peelimi- quent directors, officers, and promoters ; and s. 14, which 
 kaky. gives the official receivers attached to the Court having 
 jurisdiction power to apply for a compulsory order where 
 a winding-up is proceeding voluntarily or under super- 
 vision. In voluntary winding-up the business is done by 
 the liquidator who is a trustee for the company, and 
 winding-up does not necessarily imply insolvency. 
 
 In voluntary winding-up continued under supervision, the 
 Court generally includes in the supervision order a direction 
 that the liquidator shall in each month file with the 
 Eegistrar a report in writing as to the position of and 
 the progress made with the winding-up, and that no costs 
 or remuneration of the liquidator or any solicitor employed 
 by him or any other person be paid out of the assets of 
 the company unless taxed or allowed by the Eegistrar. 
 
 By r. 74 of the general orders of 1862, the general 
 practice of the Chancery Division is to apply to all 
 proceedings in winding-up companies under the Act of 
 1862, where special provision is not otherwise made by 
 the Act or rules. 
 
 It is proposed in the following pages to divide the subject 
 of winding-up into three parts : — 
 
 Part I. Treating of matters common to all methods of 
 winding-up. 
 
 Part II. Treating of winding-up by the Court ; the 
 "Winding-up Act of J 890, and the rules under it annotated, 
 forming a complete code of practice. 
 
 Part III. Treating of winding-up voluntarily, and under 
 the supervision of the Court. 
 
 The text of the relevant statutes and rules (other than 
 the Winding-up Act, 1890, and the rules under it), and 
 the forms applicable to the different methods of winding- 
 up, are contained in the appendix.
 
 PART I. 
 
 MATTERS COMMON TO ALL METHODS OF 
 WINDING-UP.
 
 Registered Companies. 
 
 CHAPTER II. 
 
 WHAT COMPANIES MAY BE WOUND UP. 
 
 Registered companies under the Act. Industrial, &c, societies. 
 
 Registered companies under Joint Building societies. 
 
 Stock Acts. Life assurance companies. 
 
 Unregistered companies, associations, Trades Union societies. 
 
 &c. Foreign companies. 
 
 Companies incorporated by special Mining companies within the Stan- 
 Act, naries. 
 
 Company dissolved or transferred. Savings Banks. 
 
 Registered companies under the Act. — All companies (with Chap. II. 
 the exceptions and subject to the regulations mentioned , 
 in ss. 179, 182, 188, and 196) registered under the Act, <^ T 
 whether formed under it or not, may bo wound up (a), panies 
 Registration, however, after the presentation of a winding- may be 
 up petition, is a nullity (b). But no registration is invalid W0UN » 
 
 by reason that it has taken place with a view to the p ; 
 
 company being wound up (c). 
 
 A company, incorporated by registration under the Com- 
 panies Acts, upon which powers for the public benefit 
 have been conferred by a provisional order of the Board 
 of Trade, can be wound up though it may not be possible 
 to sell the undertaking and property of the company with- 
 out the authority of an Act of Parliament (d). 
 
 A winding-up order is not a judgment in rem; and, if 
 made improperly, is not binding in strangers (e). 
 
 Registered companies under Joint Stock Acts. — With certain 
 exceptions and qualifications, the Act is made applic- 
 able to companies formed and registered, or registered 
 
 («) See ss. 180, 196. (d) Barton-upon- Humber and 
 
 (b) Hercules Jns. Co., 11 Eq. 321. District Water Co., 42 Ch. D. 585 ; 
 
 (c) S. 180, a company formed for and see Borough of Portsmouth etc. 
 the purpose only of being registered Tramways Co. [1892] 2 Ch. 362 
 in order to be wound up will be and Marshall v. South Staffordshire 
 refused registration under this sec- Tramways Co. [1895] 2 Ch. 36. 
 fcion. Exp. Johnston [1891] 2 Q. B. (e) Be Bowling and Welbijs Cou- 
 598. tract [1895] 1 Ch. 663.
 
 Unregish n d Compa 
 
 What 
 
 COM- 
 PANIES 
 MAT BE 
 
 W(,i \ D 
 UP. 
 
 Chap. II. only, under "The Joint Stock Companies Act, I8i 
 and 1856 L857," "The Joint Si Banking Compai 
 Act, 1857," "The Act to enable Joinl Stock Banking < 
 panies to be formed on the principle of Limited Liability " (a), 
 in the Bame manner in the case of a Limited company 
 it had been formed and registered under the A.ct as a -hart' 
 limited company, and in the case of a company oth< t than 
 a limited company, as if it had b< en form, d and r 
 under the Act as an unlimited company (I And a i 
 pany formed and registered under thi former Joint E 
 Companies Acts may be wound up without being required 
 tore-register under the present Act, although doubts have 
 been raised on the subject (c). 
 
 Unregistered companies, associations, &c. — I'm I 
 
 partnerships, associations, or companies (that 1 
 not registered at the date of the commencement of the 
 winding-up (d), consisting of more than Beveu men ben at 
 the date of the petition(e), may be woundup under the 
 provisions of the Act, but not voluntarily or Bubject to the 
 supervision of the Court (y). The word "members" in 
 s. 199 does not necessarily mean "shareholdei 
 Representatives of deceased members, trusl bankrupt 
 
 members, and past members, although liable to contribute 
 to the debts of the company, are not members within the 
 meaning of the section (//). The Court has jurisdiction, 
 under s. 199, to wind up an urn ed joint stock fo 
 
 company, with a branch < ffice, and assets and liabilities 
 in England (i). So, again, a company incorporated by 
 
 (a) 19 & 20 Vict. c. 47 ; 20 & 2 1 
 Vict. c. It; 20 & 21 Vict. c. 49; 21 
 
 6 22 Vict. c. 91 ; 7 & 8 Vict. c. 110. 
 
 (b) See ss. 175 to 178. 
 
 (c) London India 11 libber Co., 
 1 Ch. 329. See also Torquay 
 Bath Co., «°>2 Beav. 581, a company 
 registered under Act of 1856; 
 Boices v. Hope Ins. Soc. 11 H. L. 
 C. 389 ; a company registered under 
 
 7 & 8 Vict. c. 110; Bank of 
 London Ins. Ass., 6 Ch. 421, as 
 to a company registered under the 
 Joint Stock Acts not being an un- 
 registered company within s. 199. 
 
 (d) See Hercules Ins. Co., supra. 
 
 (e) Bolton Benefit Loan Soc, 12 
 Ch. D. 679 ; re Bowling and 
 Welby's Contract, [1895], 1 Ch. 663. 
 Although there were formerly more 
 
 than seven, if there are less at the 
 date of the petition, no order will 
 be ma . 
 
 (/) s. 199. See this section as 
 e meaiiing of " the Court " in 
 the case of an unr com- 
 
 pany. As to discretion of Court to 
 refuse an order, see S 
 mercial Building Soc, 40 L. J.Cb. 
 753. Sec Uain 
 
 Assce. Soc. 17 Ch. D. 
 
 (g) South Z rket 
 
 Co., 39 Ch. D. 324 : in Court be- 
 low, 59 L. T. 210. 
 
 (h) Be Bowling and Welby's 
 Contract, supra. 
 
 (*) Matheson Bros., 27 Ch. D. 
 225 : and cases, -■.-.'. 7. 
 Smyth v. Salem Flour Mill* 
 14 C. ofS. Cas. 441, - .
 
 Railway Companies. 
 
 royal charter granted under the powers conferred on the chap II 
 Crown by 7 Will. 4 & 1 Vict. c. 73, s. 29 (a). But s. 199 is —1 
 only applicable to trading associations, inasmuch as such What 
 unregistered companies are to be wound up at their CoM ~ 
 "place of business," and "business" must ordinarily be MAT I ^ B 
 trading under the Act (b). wound 
 
 Where proceedings are pending for winding-up an up. 
 
 unregistered company, all the provisions of Part IV. of 
 
 the Act of 1862, other than those expressly excepted, are 
 applicable (c). 
 
 Railway companies incorporated by Act of Parliament 
 are, however, excepted, that is to say, where the chief 
 object is the construction of a railway (<1) ; but a dock 
 company empowered to make a small branch railway 
 would not come within the terms of this exception (c) ; nor 
 a ferry company (/) ; nor a tramway company (g). But 
 railway companies can be wound up under the Act if they 
 are duly authorized to abandon their railways (h). And to 
 get rid of s. 199 of the Act, which expressly excepts railway 
 companies from its provisions, a special Act relating to 
 the company may be obtained dispensing with the excep- 
 tion, and enacting that the railway company shall be 
 deemed to be a registered company and subject to the 
 provisions of the Companies Act (t). 
 
 It has been considered doubtful whether a railway 
 
 (a) Oriental Bank Corp., Ex. p. entertain an action for winding-up 
 Clayton, & Hartas, 54 L. J. Ch. a railway company, ami <;/'. Great 
 481. Northern By. Co, v. Tahourdin, 
 
 (b) Bristol Athenseum, 43 Ch. supra. 
 
 I). 236. See 53 & 54 Vict. c. 63, (/) Isle of Wight Ferry Co., 
 
 s. 32 (3). 2 H. & M. 597. 
 
 (c) Budow v. Great Britain Oj) Brentford, dx., Tramways 
 Assce. Soc, supra. Co., 26 Ch. D. 527; Borough of 
 
 (</) As to definition of the word Portsmouth, &c., Tramways Co., 
 "railway," see Railway Companies [1892], 2 Ch. 362. 
 Securities Act, 1866, s. 2; Regu- (h) Skipton v. Wharf dale By. 
 lation of Railways Act, 1868 ; Co., 20 L. T. 359. See Uxbridge, 
 Regulation of Railways Act, 1871, &c., By. Co., 43 Ch. D. 536, as to 
 s. 2; Railway and Canal Traffic proceedings under an Abandon- 
 Act, 1854, s. 1 ; Railway and Canal ment Act being equivalent to a 
 Traffic Act, 1873, s. 3 ; Railway winding-up ; and 30 & 31 Vict, 
 and Canal Traffic Act, 1888 ; c. 127, s. 31 ; 32 & 33 Vict. c. 114, 
 Doughty v. Firbank, 10 Q. B. D. s. 4. Before the Act, see North 
 358 ; Great Northern By. Co. v. Kent Extension By. Co., 8 Eq. 
 Tahourdin, 13 Q. B. D. 320. 356. 
 
 (e) Exmouth Docks Co., 17 Eq. (i) See such a case, Buthin, &c, 
 
 181; Me of Wight Ferry Co., 2 By. Co., Times, 28 July, 1884. 
 
 H. & M. 597 ; see Ward v. Sitting- See Ward v. SSittingbourne By. Co., 
 
 bourne By. Co., 9 Ch. 488, as to 9 Ch. 488. 
 the jurisdiction of the Court to
 
 Associations. 
 
 PANIES 
 U \3 BE 
 WOUND 
 
 Chap. II. company incorporated by a special Acl can 1" red, 
 
 ' and wound up, under the Act of 1862 (a). The joint effect of 
 
 What b. 179 (1), and of ss. 180 and 181, seems to be thai railway 
 ( " M ; companies incorporated by Act of Parliament, and having 
 
 a capital divided into shares or a transferable stock, may 
 
 be registered under the Act, although this was probably 
 
 up. not intended (a). And in an [rish case, it has been held 
 
 that a railway company may be i I, and wound up, 
 
 under the Act of 1862 (6). 
 
 It seems that a very wide meaning would now be given to 
 the term "association" where there are more than Beven 
 persons, but the consideration of cadi a it- If 
 
 into a question of evidence (c). Four firms containing more 
 than Beven, but less than twenty m. mbi re associate d in a 
 trading adventure were held to he within the meaning (<l). 
 So where a subscription was made between more than sewn 
 members for the purpose of purchasing some property, 
 which it was intended to sell at a profit to a company to Be 
 formed, it was held that a partnership had been constituted 
 which could be wound up (V). "Where the members of a 
 company, being freemen of a manor paying a certain sum 
 for admission as members to the funds of the company, had 
 from time immemorial, and by charters dating from the 
 time of Henry II., and under an Act of Parliament passed 
 in 1840, an exclusive right to land, lay, and dredge for 
 oysters on the ground of the manor, subject to a yearly 
 payment to the lord of the manor, it was held, on petition 
 to wind up the company by a creditor, supported by a 
 majority of the creditors, that a winding-up order could 
 not be made (/). But the decision of the Court of App al 
 w r as based on the fact that the franchise could not be sold. 
 A trust cannot be wound up ; and an association which is 
 trustee cannot be wound up (g). 
 
 But the mere fact that expenses have been incurred with 
 the object of forming a company which proves to be abortive 
 will not make it an unregistered company which can be 
 
 (a) Lindley (5th ed.) 116, 618. Syndicate, 36 L. T. 651, as to the 
 See also s. 196. admission of insolvency by more 
 
 (b) Fnnis, <fcc., By. Co., 3 L. R. than seven members. 
 
 Ir. 94. (e) Eoyal Victoria Theatre Syn- 
 
 (c) Ex p. Hargrove cfe Co., 10 dicate, 30 L. T. 3. 
 
 Ch. 542. bee Bank of London, &c, (f) The Company or Fraternity 
 Ins. Assoc, 6 Ch. 421 at p. 425. of Free Fishermen of the Manor of 
 See St. James' Club Case, 2 De G. Faversham, 36 Ch. D. 329; revers- 
 al. & G. 883. ing 56 L. T. 422. 
 
 (d) Adansonia Fibre Co., 9 Ch. (g) Ibid. 
 637, n. See South of France, &c,
 
 Charitable Societies, &c. 
 
 What 
 Com- 
 panies 
 may BE 
 
 wound up (a). It is doubtful whether provisional directors Chap. II. 
 
 can, by acting in the name of the company, become so 
 
 associated as to form a body capable of being wound up (b). 
 
 But an unregistered land society consisting of more than 
 
 twenty members, which is not carrying on a business, having 
 
 for its object the acquisition of gain within the meaning of wound 
 
 s. 4 of the Act of 1862, may be wound up (c). up. 
 
 Municipal corporations, ecclesiastical corporations aggre- 
 gate, literary, scientific (d), or charitable societies, are not, 
 it seems, associations to which the provisions of this section 
 apply ; and it has been held that an ordinary club cannot 
 be wound up (e), that is to say, a club not registered under 
 the Act (/). 
 
 There is no decision under the present Act as to an un- 
 registered loan society, but such a society was held to be 
 within the Winding-up Act, 1849, and, probably, would now 
 be wound up (;/). 
 
 A savings bank company is not necessarily a banking 
 company within the Companies A.ct (It) . 
 
 Orders have been made in the case of scrip companies 
 under the old Acts, and it seems that they would also, if 
 lawfully formed, be wound up under the present Act (i). 
 
 Orders have formerly been made in the case of un- 
 registered mutual societies (A), but the non-registration of 
 a mutual society which •should now be registered (I) makes 
 it illegal, and the Court has no jurisdiction under these 
 circumstances to make an order (tit). There seems to be 
 
 (a) Imperial Anglo-German Bk., 
 26 L. T. 229. 
 
 (b) Imperial Anglo-German Bk., 
 supra. And see Iioyal Victoria 
 T/uatre, &c, supra. 
 
 (c) Belle Vue Freehold Land 
 Soc., 26 Sol. J. 671. See Wigfield 
 v. Potter, 45 L. T. 612. 
 
 {d) Bristol Athena-um, supra. 
 
 (e) St. James' Club Case, supra ; 
 Bichardson v. Hastings, 7 Beav. 
 323 ; 11 Beav. 17. 
 
 (/) See ss. 6 and 23 of the Act 
 of 1867. 
 
 (g) Ex p. Smith, 1 Sim, N.S. 
 165. See Bolton Benefit Loan 
 Soc, 12 Cb. D. 679; Ex p. Pop- 
 pit-ton, Be Thomas, 14 Q. B. D. 
 379. 
 
 (h) Be District Savings Bank, 
 31 L. J. B. 8. See e. 4 of the Act 
 of 1862, and post, p. 20, as to 
 Trustee Savings Banks. 
 
 (t) Barclay's Case, 26 Beav. 177. 
 Ex p. Grisewood, 4 De G. & J. 
 544. But see Princess of I'euss 
 v. Bos, L. I?., 5 H. L. 176. 
 
 (&) Shields Marine Ass., 5. Eq. 
 368 ; London Marine Ass., 8 Eq. 
 176, 185 ; Albert Average Ass., 
 5 Oh. 597; Exp. Phillips, 3 De 
 G. & S. 3 ; Arthur Average Assoc, 
 3 Ch. D. 522. See Merchants' 
 Ass. Soc, 9 Eq. 694. But as to 
 Lite Assurance companies see 
 Great Britain, &c, Soc, 16 Ch. 
 D. 2iG,post,\x 16. 
 
 (/) See s. 4, as to not more than 
 twenty members, and Sykes v. 
 Beadon, 11 Ch. D. 170 ; Smith v. 
 Anderson, 15 Ch. D. 247 ; Jen- 
 nings v. Hammond, 9 Q. B. D. 
 225 ; Ex p. Poppleton, supra, Be 
 Siddall, 29 Ch. 1). 1. 
 
 (to) Padstow Total Loss Ass., 20 
 Ch. D. 137. See Shaw v. Benson,
 
 10 
 
 Companies incorporated by special Act. 
 
 Chap. II. 
 
 What 
 Com- 
 panies 
 
 MAY BE 
 
 WOUND 
 UP. 
 
 no reason why an illegal company should not l»e wound up 
 at the instance of bond fide creditors, but it cannot be 
 wound up at the instance of its own membi ra who are 
 participes criminis (a). Possibly in sonic cast 3, howevi r, 
 a winding-up order might even be made at the instance 
 of a contributory who was not cognizant of the illegality, 
 upon the ground that the very fact of the illegality cannot 
 be alleged by the company as a defence | 
 
 Orders have been made where one of the subscribers 
 was an infant (c); but no order can be made where the 
 memorandum is signed by less than seven persons 
 
 Companies incorporated by special Act. — The provisions 
 as to unregistered companies have been held to apply to 
 companies incorporated by special Act of Parliami nt, and 
 winding-up orders have been made on the petition of the 
 company itself (c) ; and of a contributory (/); and al 
 the case of a ferry company (g), a telegraph company (h) f 
 a canal company (/), and a tramway compai I this 
 
 description. Where the special Act imposed upon the 
 eight persons incorporated thereby the statutory obligation 
 of continuing directors and members of the company, it 
 was held that the Court had jurisdiction to mal. 
 order (l). 
 
 The necessity of an application to Parliament to el: 
 sale of property is not a bar to an order (m). Lut if works 
 
 11 Q, B. D. 563 ; Shaw v. Simmons, 
 12 Q. B. D. 117; Crowther v. 
 Thorley, 50 L. T. 43 ; Be Siddall, 
 29 Ch. D. 1; Ex p. Foppleton, 
 supra ; per M.R. in Ex p. Hargrove 
 & Co., 10 Ch. 542, 548; and S. 
 Wales Atlantic Steamship Co., 2 
 Ch. D. 7G3. See under the old 
 Acts, Barclay's Case, 26Beav. 177 ; 
 Waterloo Life Ins. Co., 31 Beav. 
 586 ; Ex p. Longworth, 1 De G. P. 
 & J. 17. 
 
 (rt) See cases in last note, cf. 
 Doolan v. Midland By. Co., 2 App. 
 Cas. 792,806; South Wales Atlan- 
 tic Steamship Co., supra. 
 
 (b) Consider Padstow Total Loss 
 Ass., supra, and cases cited above. 
 
 (c) Hertfordshire Brewery Co., 
 43 L. J. Ch. 358; Nassau Phos- 
 phate Co., 2 Ch. D. 610 ; Be Laxon 
 & Co. [1892], 3 Ch. 555. 
 
 (d) National Debenture, <fec., 
 Corp. [1891], 2 Ch. 505. See 
 
 . D. 17::: 
 HUl v. ma, 55 I.. T. 769. 
 
 (e) Bra Co., 10 
 ■ 1 : 5 Ch. 600. 
 
 (f) Be South StaffordsJl i 
 ways Co., 8 R. 288. 
 
 (</) Isle of Wight !'• 
 H.&M. 597. 
 
 (li) Electric Telegraph Co. of Ire- 
 land, 22 Beav. 471. 
 
 (t) Basingstoke Canal Co., 14 
 W. R. 956; Wey Canal Co., 4 Eq. 
 197. 
 
 (A-) Brentford, <fec, Tramways 
 Co., 26 Ch. D. 527. Borow. 
 Portsmouth, (fee, Tramways 
 re [1802], 2 Ch. ! _. 
 
 (?) South London Fish Market 
 Co., 39 Ch. D. 324, and in Court 
 below, 59 L. T. 210. 
 
 (m) Bradford Navigation Co., 
 supra. And see cited, ante, p. 5; 
 Barton-tipon-IIumber and District 
 Water Co., 42 Ch. D. 585; where
 
 Company dissolved or transferred. 
 
 11 
 
 are declared by the special Act to be of public advantage Chap. II. 
 
 the Court will only make an order as a last resource (a). 
 
 The question whether a railwa}^ company incorporated by What 
 
 a special Act can be registered, and wound up, under the ^°^~ 
 Act of 1862 has just been referred to (/>). 
 
 Company dissolved or transferred. — If a company has been 
 voluntarily wound up and dissolved, the Court has no 
 jurisdiction to make an order unless the dissolution can be 
 impeached on the ground of fraud (<■). But the Court has 
 jurisdiction to make an order in the matter of the voluntary 
 winding-up, if the petition is presented before the three 
 months have expired (d), and after the expiration of such 
 time, if the application has been made before the three 
 months have elapsed (c). Although an unregistered com- 
 pan}' had been dissolved, and its assets and liabilities 
 transferred to another company, before the passing of the 
 present Act, a winding-up order was made on the petition 
 of a creditor, whose debt, incurred before the dissolution, 
 was unsatisfied, on the ground that it was carrying on 
 business for the purpose of winding up its affairs within 
 s. 199 (3) (/). A company which had sold its business 
 out and out, and had taken as the consideration shares in 
 the buying company was wound up (<j). 
 
 Industrial, &c, societies. — The Industrial and Provident 
 Societies Act, 1893 (h), provides that a society registered 
 under that Act may be dissolved: 
 
 (a.) By an order to wind up the society, or a resolution 
 for the winding-up thereof, made as is directed in regard 
 to companies by the Companies Acts, 1862 to 1890, the 
 
 PANIES 
 MAY BE 
 WOUND 
 UP. 
 
 Blalcer v. Herts Watenvorks Co., 
 41 Ch. D. 399, is distinguished. 
 Borough of Portsmouth, &c, Tram- 
 xvays Co., supra. 
 
 (u) Exmouth Bocks Co., 17 Eq. 
 181, 190 ; The Company or Frater- 
 nity of Free Fishermen of Faver- 
 sharn, 36 Ch. D. 329; in Court 
 below, 56 L. T. 422. See Heme 
 Bay Waterworks Co., 10 Ch. D. 
 42. 
 
 (b) See supra, p. 7. 
 
 (c) London and Caledonian Ins. 
 Co., 11 Ch. D. 140; Pinto Mining 
 Co., 8 Ch. D. 273; Westbourne 
 Grove Braperi/ Co., 27 W. R. 37. 
 See Alfreton, &c, Soc, 7 L. T. 817. 
 Coxon v. Gorst T1891], 2 Ch. 73. 
 
 (d) See s. 143. See Part III. 
 Chap. I. p. 417. 
 
 (e) Crookhaven Mining Co., 3 
 Eq. 69. 
 
 (/) Family Endowment Soc, 5 
 
 .Ch. 118. See Ex p. Phillips, 3 
 
 De G. & S. 3 ; Ex p. Bee, ib. 112 ; 
 
 Warwick, &c, By. Co., 13 Jur. 751. 
 
 (g) Edison Telephone Co., 25 Sol. 
 J. 240. 
 
 (h) 56 & 57 Vict. c. 39, s. 58. 
 As to Friendly Societies, see 38 & 
 39 Vict. c. 60, s. 25. As to Trades 
 Unions, see 34 & 35 Vict. c. 31, s. 
 5. As to Friendly Societies register- 
 ing under the Companies Act, 
 1862, see Peat v. Fowler, 34 \V. 1!. 
 366.
 
 DP. 
 
 12 Industrial, <&< ., S 
 
 Chap. II. provisions whereof shall apply to any Buch order or 
 
 resolution, except that the term registrar shall for the 
 
 w hat purpose of such winding-up have the meaning given t i 
 
 l-Axii-s ft 1 JV * na * ^ ct - 
 
 mai be (/'•) By the consent of three-fourths of the members, 
 
 wound testified by their signatures to an instrument of dissolu- 
 tion. 
 
 By s. 59 any proceedings for winding up a r< 
 society, which at the passing of the Act w< re pending 
 in any County Court, may on application by or on behalf 
 of the registrar, with the consent of the Treasury, be 
 transferred to the High Court, whereupon the Compai 
 (Winding-up) Act of 1890 shall apply 
 
 Where a society is terminated by an instrument of 
 dissolution the following provisions are to apply (6) : — 
 
 (a.) The instrument of dissolution shall set f<>rth the liability 
 
 assets ..; v in detail, the number i I 
 
 Dature of their interests in tl 
 
 of creditors (if any), and the pro? - i le lor thoii 
 
 it, and the int< i n of the I 
 
 and property of tl Q the 
 
 instrument of dissolution to be lefi to the award of the chief 
 registrar: 
 
 (l>.) Alterations in the instrument I ition may with 
 
 the like consents as hereinb led, and testified in the 
 
 same manner : 
 
 (c.) A statutory declaration shall be mad- by three m 
 
 secretary of the society that the pi this A 
 
 complied with, and .-had be sent I -:ar with the instru- 
 
 ment of dissolution; and any person knowingly makii 
 or fraudulent declaration in the matter shall be guilty of a 
 misdemeanour : 
 
 ((?.) The instrument of dissolution and all alterations therein shall be 
 registered in the manner herein provided for the regis; 
 rules, and shall be binding upon all the members ol 
 society : 
 
 (e.) The registrar shall cause a notice of the dissolution to be adver- 
 tised at the expense of the society i i the ' ind in some 
 newspaper circulating in or abuut the locality in which the 
 registered office of the society is situated ; and unless within 
 three months from the date of the Gazette in which such 
 advertisement appears, a member or other person interested in or 
 having any claim on the funds of the society commences pro- 
 ceedings to set aside the dissolution of the society in the County 
 Court of the district where the registered office of the society is 
 situate, and such dissolution is set aside accordingly, the society 
 
 (a) The enactments from time and not transferred under this 
 
 to time in force for winding up section, re Ferndah Indusi 
 
 companies in the High Court apply Co-operative Society [1894], 1 Q. B. 
 
 to the winding-up of au Industrial v v -~ 
 
 Society pending in a County Court, (b) 56 & 57 Vict, c 39, s. Gl.
 
 Building Societies. 13 
 
 CoM- 
 I'AXIKS 
 MAY BE 
 WOUND 
 UP. 
 
 shall be legally dissolved from the date of such advertisement, rjhat) II 
 and the requisite consents to the instrument of dissolution shall 
 he considered to have been duly obtained without prcof of the -vrj 
 signatures thereto : 
 
 (/.) Notice shall be sent to the central office of any proceeding to set 
 aside the dissolution of a society not less than seven days before 
 it is commenced, by the person by whom it is taken, or of any 
 order setting it aside, within seven days after it is made by the 
 society. 
 
 A form of instrument of dissolution will be found at p. 582. 
 
 Building Societies. — Building Societies, which remain un- 
 incorporated and under the old Statutes, are treated, for 
 the purposes of winding-up, as unregistered companies 
 with unlimited liability, and as subject to the provisions of 
 s. 199 of the Companies Act of 1862 (a). The winding-up 
 of building societies, having a legal existence only by the 
 Act of 183G, must be carried out compulsorily under the 
 above section of the Companies Act of 1802 (/>). This 
 section only applies in cases where there are more than 
 seven members, for the Court will not put the expensive 
 machinery of the winding-up Acts in force when the 
 number of shareholders is small (c). Even where there 
 were nine shareholders, the Court refused to interfere (//). 
 Where, however, it appeared that the society only con- 
 sisted of five members at the date of the petition, though 
 there were formerly many more than seven members, 
 Eomilly, M.K., held that there was jurisdiction to order 
 the society to be wound up (<■). But in another similar 
 case, the petition was ordered to stand over, in order to 
 allow an action to be commenced for dissolution of part- 
 nership, and a winding-up order was refused by Jessel, 
 M.R. (/). The Court may, in its discretion, refuse to make 
 an order notwithstanding that there is no other way in 
 
 (a) S. 199, London and Metro- Professional, &c, Bldy. Soc, ib., 
 politan Counties, &c, Investment 856; Cilfoden Bldy. Soc, 3 Ch. 
 Soc., W. N., 1889, p. 18. As to 402. 
 
 the effect of an unincorporated (c) Sea and Biver Marine Ins. 
 
 society becoming incorporated after Co., 2 Eq. 545 ; Strand Hotel Co., 
 
 a petition is dismissed and notice 10 Sol. Jo. 807. 
 
 of appeal, and as to the Court of (d) Natal, &c, Co., 1 II. & M. 
 
 Appeal then having no jurisdiction, 639. 
 
 see Old Swan and West Derby (e) National Permanent Bldy. 
 
 Bldy. Soc., Ex <p. Evatt, 57 L. T. Soc. (2) W. N. 1807, p. 225. See 
 
 381. also Sanderson's Patent Assoc, 12 
 
 (b) Midland Counties Bldg. Soc, Eq. 188 ; Licey & Co., 49 L. J. Ch. 
 4 De G. J. & S. 408; St. Georye's 000. 
 
 Bldg. Soc, 4 Drew. 154; Don- (/) Bolton Benefit Loan Soc. ,12 
 
 caster Bldy. Soc, 3 Eq. 158 ; Ch. i). 079. 
 Queen's Building Soc, Ch. 815 ;
 
 14 Building Societies. 
 
 MAY BE 
 UP. 
 
 Chap II. wlli(-11 SUrl1 :L company can be wound up under I 
 
 1 Compani* a A.c1 - (a ). 
 
 What Qnder the Building Societies Act, 1874(6), four methods 
 
 Com- are provided in which a Bociety may terminate or be dis- 
 
 l-AMKS Bolyed ._ 
 
 (i.) Upon the happening of any event declared by its 
 
 rules to be the <l< termination of the 
 (ii.) By dissolution in mam ribed by its rules; 
 
 (iii.) J)v dissolution with the consent of three-fourths 
 i)( the members (( , holding not less than two- 
 thirds of the Bhar< 
 (iv.) By winding up, either — 
 
 iluntarily under the supervision of 
 ( lourt ("' , or, 
 
 .) By I inrt, ii' it shall so order, on the 
 petition of any nil nib. r authoru three- 
 
 fourths of the meml i rs pr< 3< nt at a general 
 meeting specially called ha- the pur] 
 on tin- petition of any judgment 
 
 .in £50, but n a otherwis . 
 By the Buildin Bociel - I, a fifth method 
 
 is introduced, for by -. 7 it i- provided that on the ap- 
 plication in writing of one-tenth of 1 
 a hundred members if the socii 
 thousand. B< tting forth that tin 
 
 the claims of its members, and that, it would their 
 
 benefit that it should be dissolved, and requ m in- 
 
 vestigation into the affairs of tin- society with a vi< 
 dissolution, the registrar may investigate the alia.. 
 the society, and if it appears that the Bociety is una: 
 meet the claims of its members, and that it would be for 
 their benefit that the society should be dissolved, the 
 registrar may in his discretion direct a dissolution of the 
 society, and the mode in which its affairs are to lie wound 
 up. Notice of such dissolution is to be advertised in the 
 manner directed by the Act within twenty-one days of 
 the award for dissolution (/). 
 
 (a) S 'fit be still members for the purpose of 
 
 Bldg. Soc., 48 L. J. Ch. 71 S ascertaining the statute:;. 
 
 ■ and M( I -. see Sibun v. Pearce, 44 Oh. D. 
 
 . Investment S .. W.N. 1889, 35-1. 
 p. 18. (d) Sunderland 32nd Universal 
 
 (ft) 37 & 38 Vict. c. 42, ss. 4 & B. S.', 21 Q. B. 1'. 049. 
 32. •"■■ .v 58 Vict. c. 47. 
 
 (c) Members who had given (/)By s. 6ofthesame Actprovi- 
 notice of withdrawal, but had not siou is made in certain contingencies 
 received their money, were held to for the cancellation and suspension
 
 Building Societies. 15 
 
 PANIES 
 MAY BE 
 WOUND 
 
 The instrument of dissolution under (ii.) and (iii.), and Chap. II. 
 
 all alterations therein, must be registered, and are binding 
 
 upon all the members. It is to set forth, — What 
 
 (a.) The liabilities and assets in detail ; CoM ~ 
 
 (b.) The number of members, and the amount to their 
 credit in the books ; 
 
 (c.) The claims of depositors and other creditors, and up. 
 provision for their payment ; 
 
 (d.) The intended appropriation or division of the 
 society's funds and property ; 
 
 (e.) The names of one or more persons to be appointed 
 trustees for the special purpose, and their remu- 
 neration (a). 
 
 Notice of the commencement and termination of every 
 dissolution or winding-up is to be sent to the registrar. 
 
 Prior to the Building Societies Act, 18'Jl, the jurisdiction 
 to wind up was vested in the County Court exclusively (b). 
 Sec. 8 of that Act provides that notwithstanding anything 
 in the Building Societies Acts, every society under those 
 Acts shall be deemed to be a company within the meaning 
 of the Companies (Winding-up) Act, 1890 ; and proceed- 
 ings in the winding-up of any such society which at the 
 passing of the Act (August 25th, 1894) were pending in 
 any County Court may, on application by or on behalf of 
 the registrar, with the consent of, the Secretary of State, 
 be transferred to the High Court. 
 
 If, therefore, the amount standing to the credit of shares 
 in the society on which no advance has been made exceeds 
 £10,000, the petition must be presented to the High Court, 
 or in the case of a society within the jurisdiction of either 
 of the Palatine Courts of Lancaster or Durham, either 
 to the High Court or the Palatine Court having jurisdic- 
 tion. If the amount does not exceed £10,000, and the 
 principal place of business of the society is situate within 
 the jurisdiction of a County Court having jurisdiction 
 
 of the register, aud upon such can- whether such enactments became 
 
 cellation or duriug suspension the Jaw beiore or after the Building 
 
 society would appear to be in the Societies Act, 1874; re Portseu 
 
 position of an unincorporated so- Island Building Society [1893], 
 
 ciety. 3 Ch. 205. They would also apply 
 
 («) See form of dissolution, post, to the winding-up of a building 
 
 p- 582. society pending in the County 
 
 (b) The enactments from time Court at the time of the passing of 
 
 to time in force lor the winding-up the 1894 Act, and not transferred 
 
 of companies in the High Conrc to the High Court ; re Ferndale In- 
 
 applied to the winding-up of build- dusfrial Co-operative Society [1894], 
 
 ing societies in the County Court, 1 Q. 13. 828.
 
 16 Life Assurance Companies, 
 
 Chap. II. under the Winding-up Act, 1890, the petition must be 
 
 presented to the County Court. 
 
 What 
 
 C P M " Life assurance companies. — The conditions upon which 
 
 maTee tne Court will make a winding-up order on tin- petition of 
 wound a policy-holder (a), or shareholder, in the case of a life 
 up. assurance company arc an extension of the provisions of 
 
 s. 82 of the Act of L862. By s. 2 of the Life Assurance Com- 
 panies Act, 187<>, the term " company " means any person 
 or persons, corporate or unincorporate, not bein I n 1 
 under the Acts relating to friendly b or 
 are liable under policies of assurance upon human life 
 within the United Kingdom, or who grant annuities upon 
 human life within the United Kingdom" (!>). 
 
 An order will he made where the company is Bhewn to be 
 insolvent, although tin policy is nol yet due. In determining 
 the question of insolvency, the Court can now, in case of 
 life assurance companies, give a wider definition than in the 
 case of ordinary companii 9 (c), and will take into account 
 its contingent or prospective liability under polici< - and 
 other existing contracts. But security for coBts must be 
 given, and a primdfaci( case established to tin 'ion 
 
 of the judge before the hearing of the petition, i x.cept where 
 the company is being wound up voluntarily (d). The last 
 remarks do not apply to a creditor's petition 
 
 In the case of a proprietary c impany having an uncalled 
 capital of an amount sufficient, with the future premiums 
 receivable by the company, to make up the actual invested 
 assets equal to the amount of the estimated liabilities, the 
 Court will suspend further proceedings on the petition for a 
 reasonable time, to enable the uncalled capital, or a suili- 
 cient part, to be called up ; and if at the end of the original, 
 or any extended, time for which the proceedings shall have 
 been suspended, such an amount has not been realized by 
 means of calls as, with the already invested assets, will be 
 equal to the liabilities, an order will be made on the petition 
 
 (a) Including the holder of a business or businesses shall be 
 current policy and an annuitant. deemed to be an insurance com- 
 See s. '2 of the Life Assurance Com- pany." 
 
 panies Act, 1870, for definition of (c) London and Manchester Ass., 
 
 "policy-holder." 1 Ch. D.466; and - Funds 
 
 (b) The definition of an insurance Ass. Co., VV.N. 1876, p. 2 
 company is by s. 3 of the Companies British Attia >rp., 
 Act of 1862, as follows : ' ! For the Cb. D. 635. See -. 21 of the Life 
 purposes of this Act a company Assurance Companies Act, 1870. 
 that carries on the business ui' in- Britisl I Ass. Co., 
 surance in common with any other W. X. 1875, p.
 
 Trades Union Societies. 17 
 
 as if the company bad been proved insolvent (a). But tbe Chap. II. 
 
 proceedings will not be suspended if tbe Court is satisfied 
 
 that a call would not produce anything (/>). A policy- What 
 bolder may present a petition under tbe Act of 1870, p°^~ 
 altbougb bis debt does not amount to £50 (c). MAY BB 
 
 An unregistered mutual life assurance society can, by wound 
 virtue of s. 2 of tbe Life Assurance Companies Act, 1870, U1> - 
 be wound up under tbe provisions of tbe Companies Act, 
 1862 (d) ; or its contracts may be reduced. A winding-up 
 order can be made in tbe case of insurance companies 
 formed in tbe interval between tbe passing of tbe Joint 
 Stock Companies Acts of 1856 and 1857, as they will be 
 deemed unregistered companies witbin s. 199 of tbe Act of 
 1862 (e). 
 
 Trades Union societies. — Previous to 34 & 35 Yict. c. 31, 
 trades union societies were in restraint of trade, and illegal. 
 Societies of this description may now be registered under 
 that Act, but tbe Industrial and Provident Societies Acts, 
 tbe Friendly Societies Acts, and tbe Companies Acts, do 
 not apply to them (/). 
 
 Foreign companies. — Tbe Court has jurisdiction under 
 B. 199 to wind up foreign companies under tbe Act, and it 
 seems that the material consideration with respect to such 
 companies is whether there was an intention when they 
 were formed to carry on business at any time in Eng- 
 land^). If there has been no such intention, and no 
 means of doing substantial justice exist, and no control 
 can be obtained over the shareholders in this country, an 
 order will be refused (A). 
 
 But it seems that although a company has never 
 
 (a) See s. 21 of the Life Ass. (e) Bank of London, tfcc, Ins. 
 Cos. Act, 1870. See also ss. 2 and Ass., 6 Ch. 421. 
 
 18 of that Act. See p. 490 as to the (/) See Lindley (5th Ed.), 917, 
 
 petition. As to the winding-up of B. v. Registrar of Friendly Socie- 
 
 a subsidiary company being ancil- ties, L. R. 7 Q. B. 741. 
 
 lary to the winding-up of the prin- (g) Commercial Bank of India, 
 
 cipal company, see s. 4 of the Life G Eq. 517, approved in Matheson 
 
 Ass. Cos. Act, 1872. Bros. Ld., 27 Ch. D. 225. See Im- 
 
 (b) National Funds Ass. Co., perial Anglo- German Bank, 26 
 W. N. 1876, p. 239. L. T. 229 ; Jarvis Conklin Mort- 
 
 (c) British Alliance Ass. Corp., gage Co., 11 T. L. R. 373. See 
 9 Ch. D. 635. 53 and 54 Vict. c. 63, s. 32 (3). 
 
 (d) Great Jlritain, &c, Soc, 16 (h) Union Bank of Calcutta, 3 
 Ch. D. 246. Bat see Padstow Total De G. & Sm. 253, where order was 
 Loss Ass., 20 Ch. D. 137, and cases, refused. But see Bidkeley v. 
 p. 6, under " unregistered com- Schutz, 3 P. C. 761 ; Bateman v. 
 panies, &c." Service, 6 App. Cas. 386. 
 
 E.W. C
 
 is 
 
 Fori ign < 'ompanu 9. 
 
 What 
 Com- 
 panies 
 
 MA V BE 
 WOUND 
 UP. 
 
 Chap. II. transacted any business in England, and notwithstanding 
 the fact that all its shareholders are foreign L< nt 
 
 abroad, a winding-up order may be made if it has m 
 contemplated transacting some kind of busin tere, and 
 has been registered under the Act - , where the 
 
 control and management is to be dir< ct< d from, and carried 
 on in, this country (6). And farther, a company, having 
 only a branch office in this country, hut incorporated by 
 registration, and having its principal p business 
 
 abroad, has been wound ap under thi A I .So, again, 
 an unregistered company, formed and having its principal 
 place of business in New Zealand, but having a branch 
 office, agent, assets, and liabilities in England i ; and a 
 company incorporated and carrying on business in 
 tralia, having a branch office in London, and English 
 creditors and land, hut not registered in 
 
 England(< . But the] do jurisdiction to wind up 
 
 a foreign company which has carried on business in : 
 land by means oi 1 but which has no branch offi< 
 
 its own here (/). A company may be wound up, though it 
 has no r< gisti r< d office in this country 
 
 The mere existence of a winding-up order made by a 
 foreign court dot- > not take away the right of the- Court in 
 this country to make an order here, although the Court 
 will, as a matter of international comity, have regard to 
 the order of the foreign 1 So, where a petition 
 
 stood over for a time, and when it came on again, it 
 appeared that a petition to wind up had been meanwhile 
 presented in Australia and a provisional liquidator ap- 
 pointed there, but it was not proved that an order had 
 been made, it was held that the jurisdiction which exi 
 at the time when the petition was presented could not 
 be affected by subsequent proceedings in Australia (»). 
 And where a company, having a registered office in 
 
 (a) Princess of Iieuss v. Bos, (Sc). 
 L. R. 5 H. L. L76; xori (c) 
 Mining Co., 17Eq. 534. See < - supra, 
 ral Co. of Land Credit, 5 Ch. 363. tralia, 
 
 (b) Madrid, &c., By. I .. 2 Mac. (d) 
 & G. 169. S Ry. (e) 
 Co., 2 Ch. 617 ; Factage Parisien, tralia, 
 
 1 L. J. Ch. 140 ; Ex p. Chip- ( f) 
 
 pendale, 4 De G. M. & G. 19; Ch. D. 
 
 Barcla 's ( - . 26 Beav. 1.7: (g) 
 
 p. Wolesey, 3 De G. & S. 101. tralia 
 
 As to a company with assets in (h) 
 
 America, see Smyth v. & Flour (i) 
 
 Mills Co., 14 C. of S. Cas. 441 tralia, 
 
 .■rial Bank of India, 
 leral Bank of Aus- 
 62 L. J. Ch. 561. 
 
 •OS., l.d., supra. 
 •cial Hani: of S. Am- 
 33 Ch. D. 174. 
 Lloyd Generate Italiano, 29 
 219. 
 Mercantile Ban 
 
 I . 2 Ch. 204. 
 Matin- ..(/., supra. 
 
 rcial Lank of S. Aus-
 
 The Stannaries. 19 
 
 Com- 
 panies 
 
 MAY BE 
 
 England, but having a branch office and the bulk of its Chap. II. 
 
 business in Australia, resolved to wind up voluntarily, and 
 
 shortly afterwards an order was made in Australia for the What 
 compulsory winding-up of the company, it was held that 
 the compulsory order in Australia did not supersede, or 
 interfere with, the voluntary winding-up in this country, wound 
 any order made by the Australian Courts for winding-up in up. 
 Australia being merely ancillary to any winding-up taking 
 place in this country (a). 
 
 Mining companies within the Stannaries. — Formerly, the 
 law as to winding-up companies formed for working mines 
 within the jurisdiction of the Stannaries, was not in a 
 settled state ; but such companies may now be wound up 
 under the Acts of 1862 to 181)0 (6). "Where a company is 
 formed for working mines within the Stannaries, " or clse- 
 where in England" but is not shown to be actually working 
 mines beyond the limits of the Stannaries, the Court with 
 jurisdiction in winding-up is the Stannaries Court (c). 
 Under the Act of 1862 it was held that the High Court 
 had jurisdiction in such case (<l), but it seems that re Silver 
 Valley Mines (e) is no longer law (/). The fact that some 
 of the objects of the company are to be carried out beyond 
 the district does not exempt the company from the juris- 
 diction of the Stannaries Court (g). 
 
 S. 81 of the Act of 1802 is now repealed by the Com- 
 panies (Winding-up) Act, 1890 (/t), which, by s. 1, sub-s. 4, 
 gives jurisdiction to the Stannaries Court to wind up when 
 the company is formed for working mines within the 
 Stannaries, and is not shown to be actually working mines 
 or engaged in any other undertaking beyond those limits, 
 or to have entered into a contract for such work or under- 
 taking. And the Stannaries Court is also the proper 
 tribunal for an application for the removal of a liquidator 
 in a voluntary liquidation, and if applications are made to 
 
 (a) North Australian Territory (d) Silver Valley Mines, 18 Ch. 
 Co. v. Goldsborough & Co., 16 L. T. D. 472. 
 716. (e) Supra. 
 
 (b) The statutes relating to the (/ ) New Terras Tin Mining Co., 
 Stannaries jurisdiction are: 4& 5 supra. 
 
 Will. 4, c. 42 ; 6 & 7 Will. 4, c. 106 ; (a) Penhale, &c, Co., 2 Ch. 398. 
 
 2 & 3 Vict. c. 58 ; 7 & 8 Vict. c. And see New Terras Tin Mining 
 
 65; 7 & 8 Vict. c. 105; 11 & 12 Co., supra. 
 
 Vict. c. 83 ; 18 & 19 Vict. c. 32 ; (Ji) 53 & 54 Vict, c. 63, s. 33. 
 
 32 & 33 Vict. c. 19 ; 50 & 51 Vict, See s. 28 of the Stannaries Act, 
 
 c. 43. 1887, which provided that " the 
 
 (c) New Terras Tin Mining Co. Court of the vice-warden of the 
 [1894], 2 Ch. 344. Stannaries shall have the same
 
 20 
 
 Trustee Savings Banks. 
 
 Chap. II. the High Court they will be transferred to the Court of the 
 Vice Warden of the Stannaries (a). 
 
 Sect. 38 of the Stannaries Act, L869, provides for the 
 hearing of a petition for winding-up in London under the 
 circumstances there referred to. 
 
 What 
 ( !om- 
 
 PANIES 
 
 M \ Y BE 
 
 WOUND 
 
 UP. 
 
 Savings Banks. — Trustee Savings Banks, certified under 
 the Trustee Savings Banks Act, L868, may be wound up 
 under the Companii - Acts as unr I companies (b). 
 
 jurisdiction in the winding-up of 
 
 all companies formed for woi 
 
 mines within the Stannaries (u 
 
 they arc shewn 
 
 working mines, or 1 i i in 
 
 any oth< r nndertaki 
 
 entered into an 
 
 r undertak I the 
 
 limits of the S 
 
 heretofore the 
 
 said Court, pursuant to the eighty- 
 first sort ion i f the < ' 
 
 L862, ii respect ol 
 
 i in working any mine within 
 jurisdicti 
 
 M 
 
 pay 
 tition to « 
 Court. Tn n Bulk 
 
 .' . 2 
 
 and -1 : and . p. 9.
 
 When a Company can be wound up by the Court. 21 
 
 CHAPTER III. 
 
 WHEN A COMPANY CAN BE WOUND UP BY THE COURT. 
 
 I. Special resolution. 
 II. Business not commenced. 
 
 III. Suspending business for a whole 
 
 year. 
 
 IV. Less than seven members. 
 V. Inability to pay debts. 
 
 Test of Insolvency. 
 
 VI. " Just and equitable." 
 Discretion of Court. 
 After voluntary winding-up. 
 Unregistered company. 
 Striking off Register. 
 
 The circumstances under which a company may he wound 
 up hy the Court are set out in s. 70 of the Act of 1862. 
 The Act applies to companies formed and registered, and 
 to those only registered under the Companies Acts (a). 
 This suhject will now he considered under I. to VI. 
 
 I. Special resolution. — An order to wind up a company 
 may he made whenever the company has passed a special 
 resolution (as defined hy s. 51 requiring the company to 
 he wound up by the Court (/>)). 
 
 II. Business not commenced. — Whenever the company 
 does not commence its business within a year from its 
 incorporation, or suspends its business for the space of a 
 whole year, a winding-up order may be obtained (c) ; but 
 orders are seldom made on this ground. The date of in- 
 corporation mentioned in the certificate is to be deemed to 
 be the date at which the company is incorporated under the 
 Act (/?). An order will be made on a shareholder's petition, 
 if it is clear to the Court that the business never will be 
 commenced, although there are no debts and the company 
 has received no money (<?), and notwithstanding that the 
 order is opposed by a majority of the shareholders who 
 unreasonably refuse to pass resolutions for a voluntary 
 winding-up (e). But under somewhat similar circumstances, 
 
 (a) See ss. 176, 177 ; and for the of incorporation and its effect, see 
 
 definition of Joint Stock Companies 
 Acts, see s. 175. 
 
 (b) S. 79 (1). 
 
 (c) S. 79 (2). 
 
 (d) S. 192. As to the certificate 
 
 s. 191. 
 
 (e) Tumacacori Mining Co., 17 
 Eq. 534. But the order, it seems, 
 was never drawn up, see New Gas 
 Generator Co., 4 Ch. D. 874, 876. 
 
 Chap. 
 III. 
 
 When a 
 Company: 
 
 CAN BE 
 WOUND UP 
 BY THE 
 
 Court.
 
 22 
 
 Business not commenced. 
 
 Chap. 
 III. 
 
 Whi 
 
 ( 'mMIWNY 
 I .\\ BE 
 
 won \i> dp 
 
 r.v THE 
 
 ( !oi i; T. 
 
 Bacon, V.C., in a later case dismissed the petition with 
 costs (a). 
 
 The mere fact that a company has not commenced its 
 business within a year is not alone sufficient ground for a 
 winding-up order if the Court i ed with the reasons 
 
 given for the delay, and there seems to be a bond fide in- 
 tention to carry on the business (6). In one case, tl. 
 was a delay of two years, but certain Bteps had been tak< n 
 shewing an intention to carry on the busim 38 of the com- 
 pany, and a large majority of the shareholders opposing 
 the petition, an order was refused < . So where a company 
 incorporated to carry on busini bs at home and abroad 
 commenced business in a for< ign country, and th< 
 appeared to be a bond fide intention to commi uce busiu 
 in this country (</). 
 
 On the other hand, it is clear thai although the y< ar has 
 not expired, a winding-up order will be made if the f 
 bring the petition within the other heads of s. 7'.' : but th< re 
 must I e exceptional grounds for exi rcising this jurisdiction, 
 as, for instance, in the case of a fraudulent company | 
 or where it is apparent within a year that the whole thing 
 is abortive (/). 
 
 III. Suspending business for a whole year. — The only 
 question is whether the company has abandoned the 
 
 purpose for which it was formed, and the Court 
 
 whether the company is in any way carrying into effect the 
 
 objects stated in the memorandum. The Court must be 
 satisfied that there has been an intention on the part of 
 the company to abandon its business, or inability to carry 
 it onC/). It is not an abandonment of the objects of a 
 company if, when established to accomplish three or four 
 purposes, it abandons one and carries on the others, 
 provided such abandonment does not alter the funda- 
 mental principle of the company, and such a change 
 does not justify a shareholder in alleging that the com- 
 pany has abandoned its objects (k). 
 
 (a) New Gas Generator Co., supra. 
 
 (b) Metropolitan By., Warehous- 
 ing Co., 36 L. J. Ch. 827. 
 
 (c) Petersburg Gas Co., W. N. 
 1874, p. 196. See Middlesborough 
 Assembly Booms Co., 11 Ch. D. 104. 
 
 (<f) Capital Fire Insurance Ass., 
 21 Ch. D. 209. 
 
 (e) London and County Coal 
 Co., 3 Eq. 355 ; Langham Skating 
 
 Bink Co., 5 Ch. D. 669,685; post, 
 p. .".0. !See also JJoj> and Mai'. 
 Co., W.N. 1866, p. 222. 
 
 (/) See the cases post, under 
 " Just and equitable," and German 
 Date Coffee Co., 20 Ch. D. 169, 
 
 (g) Tomlin Patent Horse Shoe 
 Co., oo L. T. 314. 
 
 CO Norwegian Titanic Iron Co., 
 35 Beav. '-I'd, per M.R. bee Ntw
 
 Business suspended for a Year. 23 
 
 Upon the question of the intention of the company to Chap, 
 abandon its business, the Court will have regard to the m. 
 
 opinion and wishes of the majority of shareholders whose 
 
 names are on the register (a). And the Court will not When a 
 disregard the wishes of a large majority of the share- Company 
 holders (b) ; and in Middlesborough Assembly Booms Co. (c), W0UND CP 
 on a shareholder's petition, the Court of Appeal agreed by the 
 with Bacon, Y.C., that the company had suspended its Court. 
 business for a year, but reversed the judgment, as fully 
 four-fifths in value of the shareholders opposed the 
 winding-up. On the other hand, where the Court is 
 satisfied that the subject-matter of the business for which 
 a company was formed has substantially ceased to exist, 
 a majority of shareholders cannot hold a minority to the 
 speculative continuation of a scheme which has failed, and 
 the Court will make an order for winding up the company, 
 notwithstanding that it is shewn to be solvent, and a large 
 majority desire to continue to carry on the company (<1). 
 
 If the substratum of the company has failed, and it is 
 impossible to carry out the objects for which it was formed, 
 the company will be wound up, although the petition is 
 presented within a year from its incorporation (e). 
 
 The amalgamation of one company with another does not, 
 unless there are other grounds, constitute a suspension of 
 business sufficient to support a petition by a shareholder 
 to wind up within sub-s. 2 of s. 79 (/). But an order will 
 be made to wind up a company which is unable to pay its 
 debts after having transferred its business to another com- 
 pany which refuses to discharge such debts (//). 
 
 IV. Less than seven members. — A winding-up order will 
 be made whenever the members are reduced in number to 
 
 Gas Co., 5 Ch. D. 703 ; petition Date Coffee Co., 20 Ch. D. 1G9. 
 
 alleging that the whole substratum (d) Haven Gold Mining Co., 20 
 
 of the company had failed, dis- Ch. 1). 151. Red Rock Mining Co., 
 
 missed by C. A. as demurrable. 61 L. T. 785. 
 
 See also Patent Bread, &c, Co., 14 (e) German Date Coffee Co., 
 
 L. T. 582 ; Langham Skating Rink supra, and jwst, p. 33. 
 
 Co., supra; Electric Telegraph Co. (/) British Provident Ass. Co., 
 
 of Ireland, 22 Beav. 471. 1 Dr. & S. 113 ; National Finance 
 
 (a) Tomlin Patent Horse Shoe Corp., 14 W. R. 907; Exp. Cook- 
 Co., supra. son, 15 Jur. 615. 
 
 (b) See s. 91. See now 53 & (g) Ex p. Laivton, 1 K. & J. 
 54 Vict. c. 63, s. 13. As to the 204; Pennant, &c, Mining Co., 
 directors' right to wind up, where 15 Jur. 1192; Ex p. Dee, 3 De G. 
 the project cannot be carried out, & S. 112. As to how an invalid 
 see Bank of Switzerland v. Bank amalgamation under ss. 161, 162, 
 of Turkey, 5 L. T. 549. is impeached, see post, p. 438. 
 
 (c) 14 (Jh. D. 104. See German
 
 ■1 1 
 
 Less than Seven Members. Inability 
 
 Chap. 
 III. 
 
 When a 
 Company 
 
 M \ v BE 
 WOUND IT 
 
 BY Tin: 
 
 COUIIT. 
 
 less than seven (</)• No decision can be found where the 
 Court has made an order merely on this ground, although 
 there may be cases which to Borne extent appear to 
 
 decided (//). 
 
 V. Inability to pay debts. — Inability to pay debts is a 
 fourth ground upon which a company may be wound up I 
 
 (1.) Demand of sum exceeding 650. 
 
 (2.) Execution returned unsatisfied. 
 
 (3.) Inability to pay debts. 
 (1.) A company is deemed to be unable to pay its debts 
 whenever a creditor, by assignment or otherwise, to whom 
 the company is indebted in a sum exceeding £50 then due, 
 has served on the company, by leaving the Bame at their 
 registered office, a demand requiring the pay up nt of the 
 sum so due, and the company has for three weeks n< glected 
 to pay or to secure or compound for such sum (</). The 
 demand maybe left at the unregistered office if then 
 no registered office (c). The twenty-one days must have 
 expired before the petition is presented / ). But a petitioi 
 is not hound to present his petition immediately upon the 
 expiration of three weeks after Berving the notice, and he 
 does not waive his demand by reasonable delay (g). 
 
 The statutory demand is only one way of proving inability 
 to pay debts, and this may be proved by other means ; and 
 the debt need not amount to £50 (&). The above provision 
 is not imperative, and an order will not be made if there Is 
 a reasonable hope that an arrangement will be arrived at by 
 the company for payment of its debts, or the petitioning 
 creditor cannot gain anything by a winding-up order; and 
 the Court, under such circumstances, will have regard to the 
 wishes of the majority of creditors (i). But in the absence 
 
 (a) S. 79 (3). National Deben- 
 ture it- Assets Corp. [1891], 2 Ch. 
 505. As to the consequence of 
 carrying on business with less than 
 seven, see s. 48. 
 
 (b) As to finding, after a wind- 
 ing-up order, that one of the seven 
 subscribers was an infant, see Be 
 Nassau Phosphate Co., 2 Ch. D. 
 010; Be Hertfordshire Brewery 
 Co., 43 L. J. Ch. 358 ; Be Laxon 
 & Co. (2) [1892], 3Ch. 555. 
 
 (c) S. 79 (4). See Alliance Con- 
 tract Co., W. N. 1867, p. 218. 
 
 (d) See s. 80 (1), and cf. s. 62, as 
 to leaving by hand. 
 
 (e) British and Foreign Gas 
 
 Co., 12 L. T. 368. 
 
 (/) Catholic Publish;. < . 2 
 DeG. J. & S. 116. Seer< A' 
 Trusts [1895], 1 Ch. " - 
 
 (</) Imperial Hydropathic Hotel 
 Co., 49 L. T. 147. See this a • 
 to waiver. 
 
 (h ) See Chap. IV. under " Cre- 
 ditor's Petition." 
 
 (*) Ss. 86, 91 ; 53 & 54 Vict, 
 c. bo, s. 13 ; Chapel House Colliery 
 Co., 24 Ch. D. 259; Brighton 
 Hotel Co., L. R. 6 Eq. 339 ; St. 
 Thomas'' Bock Co., 2 Ch. D. 116; 
 Great Western Forest of Bean Coal 
 Co., 21 Ch. D. 769 ; Krasnapohky , 
 &c., Co. [1892]. 3 Ch. 174 ; Fdglxtston
 
 to pay Debts. 
 
 25 
 
 Company 
 can BE 
 
 WOUND TJI* 
 BY THE 
 
 Court. 
 
 of any other circumstances, where the company is unable Chap, 
 to pay its debts, as soon as the debt is proved, the petitioner ni. 
 
 is entitled to a winding-up order as of right (a), if there are 
 
 assets which can be made available in a winding-up (b), When a 
 and he has no other way of obtaining payment (c). Some- 
 times where there are no available assets, a winding-up 
 order is made, but the judge directs that no proceedings 
 are to be taken under it without his special authority. 
 For although a company may allege that there are no 
 assets, a compulsory order may be made (d) ; specially 
 where a case for investigation is made. To justify the 
 making of such an order, it is sufficient to show that an 
 investigation under the Act of 1890 is likely to turn out 
 to the advantage of the unsecured creditors (c). 
 
 If the petitioner's debt exceeds £50, a winding-up order 
 is not bad because it is based on a demand which subse- 
 quently appears to be excessive (/). 
 
 Where, however, there is a bona, fide dispute as to the 
 amount due, this sub-section will not apply, though the 
 debt be admitted to exceed £50 (g) ; for " neglected " means 
 " omitted to pay without reasonable excuse " (h). A petition 
 will therefore be dismissed in the case of a disputed debt, 
 unless the Court is of opinion that if the debt is established 
 
 Brewery Co., In re, 68 L. T. 341. 
 See London Wharfing, &c, Co., 
 35 Beav. 37 ; Western of Canada 
 Oil Co., 17 Eq. 1. See Burnett v. 
 Oregonian By. Co., 11 C. of S. Cas. 
 912 (Sc), where order was refused 
 as neither necessary nor desirable. 
 And see also p. 45, as to a creditor's 
 petition. 
 
 (a) Uruguay Central Bail. Co., 
 11 Ch. D. 372; Tlxe Consolidated 
 Bank, W. N. I860, p. 232 ; General 
 Rolling Stock Co., 34 Beav. 314. 
 See Isle of Wight Ferry Co., 2 H. 
 & M. 597*. 
 
 (b) Chapel House Colliery Co., 
 supra, 24 Ch. D. at p. 269; Ulathe 
 Silver Mining Co., 27 Ch. D. 278 
 (inquiry directed in Chambers); 
 The Company or Fraternity of Free 
 Fishermen of Faversham, 36 Ch. 
 D. 329 ; in Court below, 56 L. T. 
 422; Krasnapolsky, &c, Co., supra ; 
 re Fdgbaston Brewery, supra. See 
 St. Thomas' Dock Co., 2 Ch. D. 
 116, 119. 
 
 (c) Second Commercial Benefit 
 
 Building Soc, 48 L. J. Ch. 753. 
 
 (d) Lacey & Co., 46 L. J. Ch. 
 660; Olathe Silver Mining Co., 
 supra. 
 
 (e)-Krasnapohki/ Il> ■s/attranl Co., 
 In re [1892], 3 Ob. 174. 
 
 (/) Cardiff Coal Co. v. Norton, 
 2 Ch. 405, 410. 
 
 (g) Brighton Club, &c, Co., 35 
 Beav. 204 ; Fx p. Owen, 4 L. T. 
 684; Gold Hill Mines, 23 Ch. D. 
 210 ; Compagnie Generate des As- 
 phaltes, W. N. 1883, p. 17, cited 
 2iost, p. 26 ; Cunninghame v. 
 Walkinshaw Oil Co., 14 C. of S. 
 Cas. 87 (Sc). See Brown v. 
 Feeble, W. N. 1879, p. 173. See 
 post, p. 45, as to the circumstances 
 under which the Court will make 
 an order on a creditor's petition. 
 See Commercial Bank of Scotland 
 v. Lanark Oil Co., 14 C. of S. Cas. 
 147 (Sc), as to a plea by the 
 company that debt is sufficiently 
 secured. 
 
 (h) London and Paris Banking 
 Co., 19 Eq. 444.
 
 26 Inability to pay Debts. 
 
 Chap, the company will be unable to pay its debts (a) : or it may 
 III. be ordered to stand over upon security tor tin- debt being 
 
 t given. But the hearing of the petition will not be adjoin*] 
 
 ^ " IN \ as a matter of course under s. 86 until a bo dis- 
 
 J^ 1 " ptited debt has been established, although that plan might 
 
 woi ni. i r ' K ' :ul expedient and advisable way of disposing of the qu< 3- 
 
 iiv tiiic tion ; but before directing an action to try the question of 
 
 debt, the Court will see whether the debt is disputi d simply 
 
 to get rid of the petition or bona fide because it is noi due (In. 
 
 If the company dispute the debt on any ground which 
 
 cannot be considered as substantial, the question will be 
 
 decided by the Court at the hearing of the petition (, . A 
 
 petitioner has been held to be entitled to hi 
 
 disputed debt was subsequently established and paid by the 
 
 company, and the petition was accordingly withdrawn (d). 
 
 The drawing up of the order may in Borne d< la\ i d 
 
 in order to give the company a chance of satisfying the 
 
 claim (c) ; but when it was asked that the drawing up of 
 
 the order might be postponed tor a fortnight in order that 
 
 the company might satisfy its creditors with the proci • 
 
 of a call, the application was refused (/). 
 
 Although a petition is not the way to enforce a bond fide 
 disputed debt, still if the petitioner has good reason to 
 think the company is trilling with him, he may be entitled 
 to succeed on his petition for the purpose of getting pay- 
 ment of a debt, when the company has no reasonable 
 excuse for refusing payment (</); and in a proper case, it 
 seems that the Court would order the sum in dispute to be 
 paid into Court (//). 
 
 Where, in the case of a disputed debt, the liquidators in a 
 voluntary winding-up agreed to make themselves personally 
 
 (a) London Wharfing, &c., Co., supra; Brighto 
 
 35 beav. 37. 35 Beav. t . 
 
 (b)King's Cross Industrial Dwell- (d) Railway Finance Co., 14 
 
 vugs Co., 11 Eq. 149; Imperial L. T. 507. 
 
 Guardian Assurance, 9 Eq. 447; (e) But the Registrar's Office 
 
 Great Biitain Mutual, &c, Soc, object to the practice of making 
 
 16 Ch. D. 246. As tu adjourning winding-up orders which are not to 
 
 the hearing on these grounds, see be drawn up until a future date, 
 
 Catholic Publishing Co., 2 De G.J. re Baker, Tuckers & Co., W, N. 
 
 ,V- Sin. 116; 33 L. J. Ch. 325; (1894), p. 33. 
 
 Universal Hank. (fee., 14 W. E. (/) Borne Assurance Ass. (2), 
 
 906; Margate Moid Co., W. N. 12 Eq. 112. 
 
 1888, p. ,,".. (g) Imperial Hydropathic Hotel 
 
 (c) Imperial Silver Quarries Co., Co., 49 L. T. 147. 
 
 16 W. R. 1220: King's Cross In- (h) Compagnie Generate des 
 
 dustrial Dwellings Co., supra ; Asphaltes, supra. 
 Great Britain Mutual, (fee., Soc.,
 
 Inability to pay Debts. 
 
 27 
 
 liable for, and to set apart a sufficient sum out of the assets Chap, 
 to pay the debt when established, together with interest and. ni. 
 
 costs, the Court ordered the petitioner to paj T all costs since 
 
 the offer, and directed the petition for a compulsory order to When a 
 stand over until after the trial of an action pending in respect z^ PAKT 
 of the claim (a). woxniD UP 
 
 If a debt is bond fide disputed by the company, and a by the 
 creditor presents a winding-up petition merely in order to Court. 
 enforce his claim, the Court will discourage this sj'stem of 
 coercion to compel payment of an alleged debt from a com- 
 pany which is willing and able to pay when the debt is 
 established (b) ; and it may be dismissed with costs (<■). The 
 presenting of such a petition may be restrained by injunc- 
 tion (d). For where a petition to wind up is improperly 
 filed, the Court has jurisdiction, on motion, to restrain the 
 advertisement of the petition and stay all proceedings 
 under it, or to dismiss it (e). 
 
 So, where there is an appeal, the advertisement of the 
 winding-up order may be restrained upon lodging at the 
 bank to the credit of a Chancery suspense account the sum 
 claimed by the creditor in his petition (/). 
 
 A claim for unliquidated damages is not sufficient to sup- 
 port a petition (//) ; nor is a debt of uncertain nature (//) ; 
 nor a bill of exchange not matured at the date of the filing 
 of the petition (/). 
 
 A judgment creditor presenting a petition will not be 
 compelled to refute by other evidence an allegation that 
 the judgment was obtained by fraud, but the Court will 
 direct the winding-up order to be good, unless the company 
 
 (a) Imperial Guardian Assur- 
 ance, 9 Eq. 447. See Inventors' 
 Assoc., 2 Dr. & S. 553, where the 
 circumstances were exceptional. ' 
 
 (w) Catholic Publishing Co., 2 
 De G. J. & S., 116 ; Imperial 
 Guardian Assu., supra ; London 
 and Paris Banking Co., 19 Eq. 
 ill ; Brown v. Keeble, W. N. 1879, 
 p. 173. 
 
 (c) Public Works, etc., Co., 4 
 Times L. R. 670. 
 
 (d) Cadiz Waterworks Co. v. Bar- 
 nett, 19 Eq. 182. See also Cercle 
 Restaurant Co. v. Lavery, 18 Ch. 
 D. 555; Niger Merchants Co. v. 
 Capper, 18 Ch. D. 557, n. ; General 
 Exchange Bank, 14 L. T. 582; 
 Rhydydefed Colliery Co., 3 De G. 
 & J. 80; Merchants Banking Co. 
 
 v. Hough, W. X. 1871, 230; New 
 Travellers' ('//ambers v. Cheese, 70 
 L. T. 271. See Gold Hill Mines, 
 23 Ch. D. 210. 
 
 (e) Gold Hill Mines, supra. Ex 
 p. Advance Boiler Co. (reported 
 as " re A Company ") [1894], 
 2 Ch. 349. 
 
 (/) See Paris Skating Rink 
 Co., 5 Ch. D. 959, and form, post, 
 p. 516. 
 
 (g) Pen-y-Van, &c, Co., 6 Ch. 
 D. 477. As to presenting a petition 
 after a tender made, see Ynis- 
 cedwyn Iron Co., 19 W. R. 194. 
 
 (/i) European Banking Co. Ex 
 p. Baylis, 2 Eq. 521 (a debt at- 
 tached in the Lord Mayor's Court). 
 
 (i) Re W. Powell & Sons, W.N. 
 (1892) 94.
 
 28 
 
 Inability to pay Debts. 
 
 Chap. 
 ,111. 
 
 Whin \ 
 t lOMPANY 
 can BE 
 WOUNDUP 
 
 KV Tl IK 
 
 ( '01 i:t. 
 
 within a certain time commence an action and inn 
 thedebt(a). But where, upon the hearing of a petition 
 presented by a. judgment creditor, evidence is before the 
 Court upon which the issue of whether the judgment was 
 or was not obtained by collusion can be decided, the 
 petition will be forthwith disposed of, notwithstanding that 
 the judgment lias not been impeached in an action at 
 law (&). 
 
 (2.) A company will also be deemed unable to pay it- 
 debts whenever in England or Ireland any execution or 
 other process against the company is returned unsatisfied in 
 whole or in part (c). 
 
 But it is not necessary that a judgment creditor should 
 issue execution to come within this sub-section when the 
 company have informed him that they have no as- ts upon 
 which he might levy (d ). 
 
 Whenever, in Scotland, the inducim of a charge for pay- 
 ment on an extract decree, &c, have expired without pay- 
 ment being made (c). 
 
 (3.) The third indication of insolvency includes the two 
 first, and although a case cannot be made under those 
 Ik ads. it may be brought within the present Bub-section. 
 For a company will be deemed to be insolvent whenever it 
 is proved by any evidence to t lie satisfaction of the Court 
 that it is unable to pay its debts (/'), that is to say, debts 
 which are actually due, for which a creditor could claim 
 immediate payment. But if a petitioner relies upon either 
 of the other grounds he must prove them (g). Future 
 liabilities or profits will not be taken into account in a 
 consideration as to the solvency of a company (//), except 
 in a case of a life insurance company by virtue of the 
 Life Assurance Companies Act, 1870 (i). It is no answer 
 to an application to wind up, to say that the difficulties 
 are temporary (/■•). 
 
 The following examples show when the company will 
 
 (a) Bowes v. Hope Insurance 
 Soc, 11 H. L. C. 389. See Ex p. 
 Lennox, 16 Q. B. D. 315; London 
 India Rubber Co., 1 Ch. 329, 331. 
 
 (/>) United Stock Exchange Co., 
 51 L. T. 687. 
 
 (c) See s. 80 (2). 
 
 (d) Flagstaff Mining Co., 20 Eq. 
 268. 
 
 (e) S. 80 (3). 
 
 (/) S. 80 (4). As to what is a 
 sufficient declaration of insolvency 
 by the company, see Pltiiiti.c 
 
 Bessemer Steel Co., 4 Ch. D. 108. 
 
 (g) As to the Court not ordering 
 the manager, on a petition to wind 
 up, to produce documents to prove 
 its insolvency, see European Ass. 
 Soc, 18 W. K. 9. 
 
 (h) European Life Assce. Soc., 
 9 Eq. 1*2. As to insolvency, see 
 infra. 
 
 (0 33&34 Yiet. c. 61, s. 21. 
 
 (A-) Norwich Yarn Co., 12 Beav. 
 366.
 
 Inability to jiay Debts. 
 
 29 
 
 be considered unable to pay its debts; — an intimation by Chat> 
 
 a company to a judgment creditor that it has no assets on ttt 
 
 which he can levy (a) ; that all its property has been taken '. 
 
 possession of by a mortgagee (6) ; — dishonour of its accept- When a 
 
 ance in part payment of goods purchased, although no Company 
 
 demand has been made under sub-s. 1 of s. 80 (c). But CAN RE 
 
 where a case is made out, the Court will, nevertheless, BY TIIE 
 
 have regard to the wishes of other creditors, and may Court. 
 
 decline to make a winding-up order (d). 
 
 When the company admits insolvency, and it is not 
 suggested that the business can be carried on, an order 
 will be made on a creditor's petition, although a share- 
 holder oppose it, and offer to pay the petitioner's debt (e). 
 
 Test of Insolvency. — The test for deciding the commercial 
 insolvency of a company is whether it is reasonably 
 certain that the existing and probable assets are insuffi- 
 cient to meet the existiug liabilities. In this consideration 
 assets which might probably hereafter be of value but 
 which it is not possible to realize at the time of applying 
 this test cannot affect the determination of the question (/). 
 The paid-up capital is not a debt of the company (//). 
 The subscribed but uncalled- up capital should be taken 
 into account, for if the uncalled- up capital is ample to 
 cover the liabilities, a company cannot be considered 
 insolvent (/<). But a company has been wound up where a 
 call had been made, but was not payable for two months, 
 which would have enabled the company to meet its 
 engagements (/). Evidence of the insolvency of the share- 
 holders might, it seems, justify the Court in assuming 
 that the uncalled-up capital was not available assets (k). 
 A company may be able to pay its existing debts, but if 
 its assets, with its uncalled-up capital, are not enough to 
 meet its existing liabilities, a winding-up order will 
 generally be made (/). But the winding-up process of 
 the Court will not be allowed to be used as the means 
 
 (a) Flagstaff Mining Co., supra. 
 
 (b) Yate Collieries, tfcc, Co., 
 W. N. 1883, p. 171 (petitioner's 
 debt in this case under £50). 
 
 (c) Globe Iron and Steel Co., 20 
 Eq. 337. 
 
 (d) Sees. 91. See 53 & 51 Vict. 
 c. 63, s. 13. 
 
 (e) He Pavy's, &c, Fabric Co., 
 24 W. R. 91. 
 
 (/) European Life Assce. Soc, 
 9 Eq. 122. See British Oil Co., 
 
 15 L. T. 601. 
 
 (g) Ss. 80 ; 199, cl. 1. 
 
 (//) European Life Assce. Soc, 
 9 Eq. 122. See British Oil Co., 
 15 L. T. 601. 
 
 (i) International Contract Co. 
 Ex. p. Spartuli, 14 L. T. 726. 
 
 (k) See ptr James, V. - C, 
 European Life Assce. Soc, supra ; 
 Buckley, 218 (6th ed.). 
 
 (I) European Life Assce. Soc, 
 supra.
 
 :io 
 
 "Just and Equitabh ." 
 
 Chap. 
 III. 
 
 Will \ A 
 
 Company 
 
 can BE 
 WOUND IP 
 1!Y THE 
 ( !0UET. 
 
 of evoking a judicial decision as to the probable sure, 
 non-success of a company as a commi rcial speculation 
 
 In determining whether or not a life insurance company is 
 insolvent, the Court is to take into account its contingi nt 
 
 or prospective liability under policies and annuity and 
 other existing contracts (b). 
 
 VI. "Just and equitable." — Lastly, a winding-up i 
 will be made wheni \ er the Court is of opinion that it is just 
 and equitable that the company should be wound up (c). 
 This clause, however, is restricted to matters ejusdem 
 generis with the tour previous clauses; but the Court can 
 by virtue of this clause make a winding-up order in < 
 which are not within the four previous clauses whi 
 strong case is made out (d). 
 
 This matter will be conveniently dealt with under the 
 following Bub-heads. 
 
 The mere fact that the business of a solvent company has 
 been carried on at a loss will not be sufficient ground for a 
 winding-up order in favour of the minority and against the 
 wish of the majority o( the Bhareholdi rs (< l. Under Mich 
 circumstanc< b, all that the Court possibly may do will be 
 to direct that the wishes of the shareholders should be 
 ascertained at a meeting to be called (/); and although 
 in one case, where a mining business was carried on at 
 a loss, the order was made against the wishes of the 
 majority, there were also other strong grounds in support 
 of the petition (g). 
 
 (a) Per Lord Cairns in Suburban 
 Hotel Co.,2Ch. 737, 750. 
 
 (b) See •"■■'; & •"• ! Vict. c. 01, s. 
 21. As to the test el' insolvency of 
 au insurance company, sec London 
 and Manchester, &c, Ass., 1 Ch.D. 
 466; British Alliance Corp., 9 Ch. 
 D. 635. 
 
 (c) S. 79 (5). 
 
 (d) Langham Skating Rink Co., 
 5 Ch. D. 669. 
 
 (e) Suburban Hotel Co., 2 Ch. 
 737; Anglo-Greek >• Co., 2 
 Eq. 1; London and County Coal 
 Co., ."> Eq. 355; Joint Stock Coal 
 Co., 8 Eq. 140 ; Middlesborough 
 Assembly l! - ''><., 14 Ch. D. 
 104. See also Ex p. Fox, 6 Ch. 
 170 ; London Suburban Bank, G Ch. 
 G41 : Ex p. Spackman, IS L. J. Ch. 
 2G1 : 1 Me. & G. 170; National 
 
 , ■ .. 26 Beav. 
 Rt Patent Artificia - Co., 3 i 
 Beav. L85 : Europi an i 
 
 - .. 9 Eq. 122 : Princess of Ji> u>.< 
 \. Bos., I.. II. 5 II. L. 170; ; 
 En '/in" Works Co., 10 Ch. 188 ; Rica 
 Washing Co.. 11 Ch. D. I 
 
 (/) lb. ; and see Factage Pari- 
 sien, dc, 04 L. -I. (Ch.) 140 ; 
 
 Malt Exchange ' '<<., \Y. 2s. 
 1886, p. 222. 
 
 (g) G. N. Copper Mining Co^ 
 20 L. T. 264. And see re General 
 Phosphate Corporation. W. N. 
 (1893), p. 142, order made against 
 wishes of shareholders because com- 
 pany could not be worked at a 
 profit, and its substratum was gone. 
 See Diamond Fuel Co., 13 Ch. D. 
 400; Lacey & Co., 46 L. J. (Ch.) 
 6G0. See also, post, pp. 51, 52.
 
 "Just and Equitable." 
 
 31 
 
 CAN BE 
 WOUND UP 
 BY THE 
 
 Court. 
 
 There is a considerable difference between a limited and Q^xy 
 an unlimited company when a petition is presented on the jjj 
 
 ground that the business is a losing concern. Where the '. 
 
 capital of an unlimited company is all paid up and AVhex a 
 expended, and the affairs of the company are carried on Company 
 at an increasing loss, the right of a shareholder to a 
 winding-up order rests upon considerations which are 
 distinguishable from those which apply to a limited com- 
 pany in the same position, and an order will be made in 
 the case of an unlimited, where it would be refused 
 against a limited company (a). 
 
 The Court has long ago decided that it would dissolve a 
 partnership where it appeared that the business could not 
 be carried on according to the true intent and meaning of 
 the partnership articles, although one partner objected (I>). 
 And if it is shewn that the whole of the business which 
 the company was incorporated to carry on has substantially- 
 become impossible, it is, within sub-s. 5 of s. 79, "just and 
 equitable " that the company should be wound up, although 
 a large majority of the shareholders may desire to continue 
 to carry on the company (c), or object to a compulsory 
 order (d), and notwithstanding that a prior petition is 
 pending in another branch of the Court (e). So, also, 
 where the object of the company has failed ( /'). Where 
 there are no debts, the Court has power, if the substratum 
 of a company has gone, to order a winding-up, even 
 against the washes of the majority of the shareholders, on 
 a shareholder's petition (g). Shareholders have a right 
 to refuse to have the business continued at the cost of a 
 reserve fund, which they have contracted to subscribe to only 
 in the event of a winding-up (/<). And where a company 
 
 («) See the cases in notes (b) 
 and (c) Infra. As to unlimited 
 companies, see Norivich Yarn Co., 
 12 Beav. 366 ; Electric Telegraph 
 Co. of Ireland, 22 Beav. 471 ; Pro- 
 fessional Building Soc, 6 Ch. 856. 
 As to limited companies, see also 
 cases at note (e) supra, p. 30, and 
 Langham Skating Rink Co., 5 Ch. 
 D. 669. 
 
 (6) Baring v. Dix, 1 Cox, 213; 
 Jennings v. Baddeley, 3 K. & J. 78 ; 
 Lindley, 234 (3rd ed.). 
 
 (c) Suburban Hotel Co., 2 Ch. 
 737 ; Haven Cold Mining Co., 20 
 Ch. D. 151 ; German Bate Coffee 
 Co., 20 Ch. D. 169 ; Bristol Joint 
 Stock Bank, infra. See the valu- 
 
 able judgment of Lord Cairns in 
 Suburban Hotel Co., supra, upon 
 the jurisdiction to order a winding- 
 up under s. 79 (5), when the cir- 
 cumstances do not bring the case 
 within the other sub-sections. See 
 also Diamond Fuel Co., 13 Ch. D. 
 400. 
 
 (d) General Phosphate Corpora- 
 tion, supra. 
 
 (e) Wynaad Gordda Mining 
 Co., 31 W. R. 226. 
 
 (/) Red Rock Mining Co., 61 
 L. T. 785. 
 
 (</) Bristol Joint Slock Bank, 
 44 Ch. D. 703. 
 
 Qi) lb.
 
 32 "Just and Equitable" 
 
 Chap, was formed for the purpose of carrying on a banking 
 III. business in Northamptonshire, but, after about Beven 
 
 months, closed the local bank, changed its name, took an 
 
 When a office in London, and carried on a busim 58 consisting of 
 Company S p ecn ] a tions in stocks and shares, it was held, <>n the 
 wound dp petition of a shareholder, that it was "just and equitable " 
 v.\ the that it should be wound up (a). 
 
 Couet. On a shareholder's petition for a compulsory ordi c on 
 
 the ground that the substratum ^i the company if 
 
 the Court disregards a Bpecial resolution for voluntary 
 liquidation which owes its existence to the preponderating 
 influence of those whose conducl appears to require such 
 investigation as ran only be obtained in a winding-up by 
 the Court (b). 
 
 Where ;i company which is carrying on, or can carry on, 
 its proper business, - in business ultra vires, the 
 
 proper remedy is an injunction to restrain the directors from 
 using the capital of the company in Buch Illegitimate busi- 
 ness ; but where the company cannot or (bus not earn on 
 any legitimate business, and engages in business which it 
 lias no power to carry on, a shareholder is entitled to a 
 winding-up order (<•). 
 
 A.S further illustrating the above principles, where there 
 were general words in the memorandum of association ex- 
 tending to the right to work mineral property generally, but 
 the object of the company, or the special object in the memo- 
 randum, was to wmk a particular gold mine, and it turned 
 out that the company had no title to that mine, and no 
 prospect of obtaining possession of it, a winding-up order 
 was made, and the majority of the shareholders were not 
 permitted to bind the minority to go on (</). So where the 
 memorandum stated that the object of the company was to 
 work a German pate nt, but no grant was ever made, and the 
 company purchased a Swedish patent, although the petition 
 was presented within a year from its incorporation, and the 
 circumstances were similar to the preceding case, it was held 
 that the substratum of the company had failed, and that 
 it was "just and equitable" that the company should be 
 wound up (e). The following rule has been laid down for 
 
 (a) The Crown Bank, 44. Ch. D. Co., W. N. Ib7.">, p. 168 (a share- 
 G34. holder's petition, where there were 
 
 (b) fie The Varieties, Limited assets to be distributed), and Inter- 
 [1893], 2 Ch. 235; l d Co., national Cable Co., 2 Meg. 183. 
 
 11 C. D. 701. (e) German 1 Co., 20 
 
 (c) The Crown Hank, supra. C. D. 169. See the judgment of 
 
 (d) Haven Gold Mining Co., Kay, J., as to the effect of general 
 supra. See Anglo-Mexican Mint words describing the objects of a
 
 "Just and Equitable." 
 
 33 
 
 ascertaining what is, in fact, the substratum of a company : Chap, 
 where on the face of the memorandum there is a distinct pur- HI. 
 
 pose which is the foundation of the company, then, although 
 
 the memorandum may contain other general words which When a 
 include the doing of other objects, those general words must Company 
 be read as being ancillary to that which the memorandum W0UND UP 
 shews to be the main purpose, and if the main purpose fails by the 
 and fails altogether, then within the language of Lord Court. 
 Cairns in the Suburban Hotel Company's Case (a), and within 
 the decision of Baring v. Dice (b), the substratum of the 
 association fails (c). Thus, it is not sufficient to prove 
 that the company has done less than the} r originally in- 
 tended, if what they have done is strictly in conformity 
 with the memorandum (d). But the Court will not make 
 an order if there is a reasonable chance of the substratum 
 being found to exist, and the majority of the shareholders 
 desire to continue the business (e). 
 
 Previously to the 1890 Act, the mere fact of there having 
 been fraud in the promotion of the company, or fraudulent 
 misrepresentation in the prospectus, was not in itself suffi- 
 cient to induce the Court to make an order, because the 
 majority of the shareholders had power at a general 
 meeting to waive the fraud (/), but it is not so clear 
 that under the new practice the majority can compel the 
 minority of shareholders to forego the statutory right of 
 investigation given by s. 8 of the 1890 Act (//). 
 
 Where a company is a mere "bubble company" there is 
 no doubt that the "just and equitable" clause gives the 
 Court power to make a winding-up order (h) . When a com- 
 pany is commercially insolvent (i) the company comes within 
 this clause (k), and where the business of the company 
 cannot possibly be resuscitated (I). So, also, where the 
 
 company in the memorandum, ap- 
 proved by the C. A. both in respect 
 of the enunciation of the law 
 applicable to these cases, and his 
 lordship's criticisms on the cases. 
 See cases, ante, p. 22, under " Sus- 
 pending business," where one only 
 of several substrata is gone. 
 
 (a) L. R. 2 Ch. 737. 
 
 (b) 1 Cox, 213. 
 
 (c) German Bate Coffee Co., 
 supra. 
 
 (d) Langham Skating Rink Co., 
 5 Ch. D. 669. See Middlesborough 
 Assembly Rooms Co., 14 Ch. D. 
 
 E.W. 
 
 101, 109. 
 
 (e) Nylstroom Co., 60 L. T. 477. 
 
 (/) Re Haven Gold Minimi Co., 
 20 Ch. D. 151 ; re Nylstroom Co., 
 60 L. T. 477. 
 
 (g) Re General Phosphate Cor- 
 poration, W. N. (1893), p. 142. 
 
 (/i) London and County Coal 
 Co., 3 Eq. 355 ; Anglo-Greek Steam 
 Co., 2 Eq. 1. 
 
 («) See ante, p. 29. 
 
 (k) See cases supra, p. 29. See 
 s. 80 (4). 
 
 (/) Diamond Fuel Co., 13 Ch. D. 
 400.
 
 34 
 
 "Just and Equitable" 
 
 Chap. 
 III. 
 
 When a 
 
 Company 
 
 CAN BE 
 WOUND I P 
 BY THE 
 
 Court. 
 
 continuance of the company's undertaking would only lead 
 to the loss of its property (a). 
 
 The Court will not interfere with a company under this 
 clause on a shareholder's petition except in a very strong 
 case (/>). It will not do so, where the company is not 
 insolvent as regards creditors, though it may not !"• able 
 to make a full return to the shareholders of their subscrip- 
 tions (c). An order has been made where there was 
 matter requiring investigation and preponderating intluence 
 of a single shareholder (<1). 
 
 So, again, if a reasonable probability be shewn that sums 
 can be recovered from the directors or fraudulent promoters 
 to such an amount as will leave a Burplus for division 
 among the shareholders, an order will he made on the 
 petition of a fully paid-up shareholder (< >. 
 
 A. winding-up order will not be made under this clause 
 in the following instances: — where the company is doing 
 something which is ultra vires, as the shareholder has his 
 proper remedy (/) ; nor on the ground of mismanagem 
 or misconduct of the directors and manager, except, of 
 course, where insolvency is thereby causi or formerly, 
 
 it would seem, upon the mere fact that there has 1 
 fraud in the promotion of the' company, or fraudulent 1 
 representation in the prospectus, because the majority of 
 the shareholders would have power at a general meeting 
 to waive the fraud (h), but it is not so clear that under 
 the new practice the majority can compel the minority of 
 shareholders to forego the statutory right of investigation 
 given by s. 8 of the 18 ( .)0 Act (i). Where the company 
 
 (a) 11''//. &c., Canal ( 
 
 L97 : /■' A ligation ('v., 1" 
 
 Eq. 331. See Facta 
 31 L. J. Ch. 1 
 
 (b) Langham Skating Rink 
 supra. As to a losing concern, see 
 supra. He must allege and prove 
 a substantial benefit will arise from 
 a compulsory order. Dure Gallery, 
 W. X. (1891), 
 
 (e) Loudon and Metropolitan 
 Counties, d .. / 'est. Soc, W. X. 
 1889, p. I s : Horsham Industrial, 
 &c, Co., 1 e, 70 L. T. 801. 
 
 (d) West Surrey Tannin;/ I .. 
 2 K<|. "•"'7 .- Z?< Varit ties i. 
 [1893], 2 e'n. 1'35 ; see ante, p. 32, as 
 to disregarding resolution for volun- 
 tary winding-up. See also Berlin 
 Great Market Co., 19 W. R. 793. 
 
 (e) Diamond Fad Co., supra. 
 
 (/) Ex p. Fox, 6 I .176, 
 
 ■ 
 by tin- comj any is ultra 
 an or ler will be m i 
 Bank, -H ('. 1 '. 
 Mashom 393], 1 Ch. 7 
 
 (g) 
 : .: 
 
 ' .. 
 
 17 L. T. 235 . Wise, 1 I 
 
 465 ; /.' . . 3 De G. & 
 
 Sm. 231. See also /. 
 
 : Be 
 Direct London and Manchester Ilij. 
 < ., lDeG. & Sm. 731. 
 
 (Ji) Haven Gold Mining Co., 20 
 Ch. D. 151 ; Gold Co., 11 Ch. D. 
 701. 
 
 (7) lie General Phosphate Cor- 
 poration. W. X. (1893), p. 142, 
 ante, p. 25.
 
 After Voluntary Winding-up. 
 
 35 
 
 bad only seven shareholders and no debts an order was 
 refused because there was no difficulty in the way of a 
 voluntary winding-up (a) ; but in a similar case it was 
 held that an order could be made (b). Where a company 
 has issued shares at a discount a fully paid shareholder is 
 not entitled to an order although the result might be a 
 surplus divisible among shareholders (c). 
 
 Discretion of Court. — It should be borne in mind that 
 the Court has a wide discretion under the Act, and when 
 the petition is before it, and even before making a winding- 
 up order (<l), it may exercise the very useful powers given 
 to it by s. 91 of the Act, which enables the Court to 
 ascertain the views of creditors or contributories by calling 
 a meeting (<■). By s. 149, the Court has similar powers 
 in the case of a winding-up subject to the supervision of 
 the Court. The Court, in fact, has a complete discretion 
 under the last-mentioned sections as to making a compul- 
 sory or a supervision order ; and it does not follow that a 
 company will be wound up although grounds for doing so 
 are proved to exist (/). The principles upon which the 
 Court will act when the petition is presented by a creditor 
 or a contributory will be found in another chapter (<j). 
 
 After voluntary winding-up (/<). — A voluntary winding-up 
 is no bar to a compulsory order being made, and the Court 
 has power either to order a compulsory winding-up or to 
 continue the voluntary winding-up under the supervision 
 of the Court. 
 
 (1.) The Court may make a compulsory order if it is of 
 
 (a) Natal, (fee, Co., 1 H. & M. 
 639; Sea and Eiver Marina Ins. 
 Co., 2 Eq. 515 ; Strand Hotel Co., 
 
 10 Sol. Jo. 807. 
 
 (b) Sanderson's Patents Assn., 
 12 Eq. 188. See National Per- 
 manent Benefit BaiUling Soc., W. 
 N. 1867, p. 225; Bolton Benefit 
 Soc, 12 Ch. D. 679; Laceij & Co., 
 46 L. J. Ch. 660, where the assets 
 were very small. 
 
 (c) Pioneers of Masltonaland 
 Syndicate [1893], 1 Ch. 731. 
 
 ('/) Western of Canada Oil Co., 
 17 Eq. 1 ; St. Thomas's Dock Co., 
 2 Ch. D. 116; Uruguay By. Co. 
 
 11 Ch. D. 372, 383 ; Great Britain 
 Life Asm. Soc, 16 Ch. D. 246; 
 Chapel House Colliery Co., 24 Ch. 
 
 ]). 259 ; 01 at he Silver Mining Co., 
 27 Ch. D. 278. 
 
 (e) See further, post, p. '285, as 
 to rules under this section. See 
 Factage Parisien Cie., 34 L. J. Ch. 
 140 (where the Court of Appeal 
 directed a meeting, and subse- 
 quently dismissed the petition). 
 
 (/) Metropolitan Saloon Omnibus 
 Co., 5 Jur. (N.S.) 922 ; Chepstow 
 Bobbin Mills Co., AV. N. 1887, p. 
 169. See Langley Mill Co., 12 
 Eq. 26 ; Brighton Hotel Co., 6 Eq. 
 339. 
 
 (g) See post, pp. 45, 50. After 
 a voluntary winding-up, see infra. 
 
 (li) See post, Part III., Chap. II., 
 when a supervision order will be 
 made. 
 
 Chap. 
 III. 
 
 When a 
 Company 
 can BE 
 WOUND UP 
 BY THE 
 
 Court.
 
 3G 
 
 After Volv/ntary Winding-up. 
 
 Chap. 
 III. 
 
 Win \ \ 
 
 Company 
 
 (JAM BE 
 
 I'.V THE 
 < JOURT. 
 
 opinion that the rights of creditors (a) will 1"' prejudice d by 
 a voluntary winding-up (6), but the onus lies on the 
 creditor to shew this (c) ; the application must be made 
 before dissolution under s. L48 <■ . Beet. II" applies 
 whether the voluntary winding-up commenced befort or 
 after the presentation of the petition (< ►. In taking this 
 step the Court may adopt the pr< under the 
 
 voluntary winding-up (/), bul if it does not, the makii 
 compulsory order will not avoid db initio all the pr 
 thereunder (g). A. judgment creditor, however, may 0] 
 the adoption of the proceedin . \. i the voluntary 
 
 winding-up is followed by a compulsory order, the winding- 
 up will be treated as having commenced at the presentation 
 of the petition (t) ; for the Court cannot, under the a ction, 
 adopt the resolution to wind np, but only pi 
 subsequent to the commencement of the voluntary wind- 
 ing-up. 
 
 (2.) When a voluntary winding-up has commenced, the 
 Court may order it to oontinue, subji I I the supervision 
 of the Court, having regard bo th< wishi - ofcontribut 
 and creditors (k). 
 
 The Official Receiver is now authorised by s. 14 of tin- 
 Act of 1890, where a company is being wound up volun- 
 tarily or Bubjectto the supervision of irt, to petition 
 
 for B compulsory order (F). 
 
 (<rt S 
 
 (6) s. l 15. - 
 voluntary winding-u] . .401. 
 
 As to delay in pi the 
 
 petition, - 
 &c. Mining Co., 10 W. R. I 
 
 . 11 Ch. D. 701, 71 : - As 
 to an action commenced against a 
 company under a voluntary wind- 
 ing-up, see Loumd\ s v. Ga 
 Mi Co., - J. & 11. 282. 
 
 (c) Nt • Pi 'i E ' mge, Ld., 
 39 C. D. 415; Russell Cordner 
 & Co. [1891], 3 Ch. 171. 
 
 ((/) sro i st, p. »'! !. Pinto 
 Silver Mining 
 
 London and Caledonian Insu. Co., 
 11 Ch. D. 140. 
 
 (< | A'< w York Exchange, Ld., 39 
 Ch. D. 415 ; West Cumberland Iron, 
 d .. I 'o., 40 Ch. D. 361. 
 
 (/) Sect. 146, Hertford^ 
 Bra I .. 4;i L. J. Ch. I 3. 
 
 As to the jurisdiction to adopt the 
 
 < in the voluntary wind- 
 ing-up by res dutioi s 
 i i L862, of a i omp my 
 
 : under tl 2, but 
 
 form* L and registered 
 
 merry Mi\ 
 1 .. - L. '; . 
 now . Rubber 
 
 I . 
 
 (g) 
 17 Ch. D. 250. 
 . 
 (h) 
 
 ., 6 L. T. 197. 
 (/) 'Tau ■ .. 25 Ch. D. 118. 
 ing of 
 opinion that ti. :.e resolu- 
 
 tion was the commencement. - 
 York 1 . S 
 
 West Cu . , a'.-., Co., 
 
 ■ 
 
 (k) As to which see post, Tart 
 III. Chap. II. - .147-149. 
 
 (0 See s. , p. 285.
 
 After Voluntary Winding-up. 37 
 
 The Court has jurisdiction to make a compulsory order Chap, 
 though a supervision order has already been made, but m ' 
 
 there are few cases in which the Court would exercise such 
 
 jurisdiction (a). And a petition of this description by a When a 
 creditor on the ground of the misconduct of the liquidators c °mpany 
 was refused ; an application in such a case should have ^und up 
 been made to change the liquidators (b). BY ^ HK 
 
 The Court has entire discretion under the provisions of Court. 
 
 the Act in deciding whether an order for winding-up by 
 
 the Court, or subject to its supervision, shall be made ; 
 but the Court will, under any circumstances, first consider 
 whether the case be such as to require a compulsory order 
 in order to put in force any provisions of the Act which 
 would not be available under a voluntary winding-up. 
 For instance, a probable case of the assets having been 
 improperly dealt with between the presentation of the 
 petition and a resolution to wind-up would be sufficient (<■). 
 It has been generally considered that the Court will con- 
 tinue a voluntary winding-up already commenced under 
 supervision in preference to making a compulsory order (d) ; 
 but in L\ re Western District Bank (c), Jessel, M.1L, said 
 that, in his Lordship's experience, where there was a 
 large liquidation, a compulsory order was cheaper and 
 better than a supervision order, for in the former case the 
 liquidator might take all necessary steps under s. 9G of the 
 Act, without creating the expense of applying to the Court 
 in every instance, and the Court could thus exercise some 
 control over the costs ; whereas in the latter case there 
 was nothing to prevent the liquidator from coming to the 
 Court as often as he pleased and running up costs by endless 
 summonses. Supervision orders have, however, in practice 
 been generally made ; and the Court will in all these 
 cases look at the facts (/). In making such orders 
 
 (o) Orrell Colliery Co., W. N. L. T. N. S. 170 ; London and 
 
 1879, p. 106; Patent Fluor Cloth Mediterranean Bank, 15 L. T. 
 
 ■Co., 8 Eq. 664. See Manchester 153; Gen. International Agency, 
 
 Economic Building Hoc, 24 Ch. D 36 Beav. 1 ; and cases below. 
 488 as to rehearing a petition on (e) W. X. 1879, p. 151. But see 
 
 which supervision order has been West Cumberland Iron, &c, Co., 
 
 made. 40 Ch. D. 361, where North, J., 
 
 (b) London and Mediterranean thought a supervision order less 
 Bank, 15 L. T. 153. expensive; see report in W. N. 
 
 (c) New York Exchange, Ld., 1889, p. 2. See Bamed's Banking 
 3'J Oh. D. 415. Co., 14 W. K. 722. 
 
 (d) See Chepstoio Bobbin Mills (/) New York Exchange, Ld., 
 Co., 36 Ch. D. 563 ; Inns of Court supra ; West Cumberland Iron, 
 Hotel Co., W. N. 1866, p. 348; &c, Co., supra.; Be Land Securi- 
 United Merthyr Collieries Co., 16 ties Co., 42 W. K. 624.
 
 38 After Voluntary Winding-up. 
 
 Chap, the Court has jurisdiction by pli d a 
 
 III. voluntary liquidator or dispi osing with r< Btriction 
 r a liquidator almosl to turn a winding-up under supervision 
 
 whem \ Into a winding-up by the Court, and ;i winding-up by the 
 
 oanbb Court into a winding-up under supervision, and thus adapt 
 
 woundup its order to the exigencies of ea< 
 
 by the Whenever a supervision order is required, it . 
 
 ' T - rally advisable that the petition Bhould ask for ;l com- 
 pulsory order, and in the alternative for ;i supervision 
 order (6). 
 
 The general grounds upon which a winding-up or.hr by 
 the Court will be pref< rr. d to a voluntary winding-up have 
 been already stated, and the main points an a- folli 
 where there have been transactions requiring investiga- 
 tion (c), but the transactions must ted \\ i 1 1 1 the 
 promotion or formation of the company, not iu« re dealh 
 with members of the outside public (d ; where it ma} 
 doubtful whether the property of the shareholders will 
 answer the liabilities ; wh< re i. 
 
 creditors of the Bhareholdi ping from their liabili- 
 
 ties (e); where a threat of an acti tade subsequent 
 
 to, and outside, the voluntary winding-u or wh< re the 
 
 control of the company is in the hands of a managing 
 director and his immediate family, and the debenl 
 hohkrs are under the same control, and their nomin< 
 
 (a)JReW - II], ru. be allowed to the 
 
 2 ( h. 55, where a .re 
 
 was made and a committee of in- Waterproof M .. Vf. N. 
 spection appointed. I 
 
 W. ] 
 supervision order with direction 
 
 that ■ • i be paid without {'■) Krc 
 
 taxation; re Pritchard t i I '. L75; H< Varitties 
 
 W. N. (1893 . p. L53, supervision . 
 
 order with direction that liquidator & Co. [18! 
 
 should make a monthly report in D r».[1891J, 
 
 writing to the Registrar in Com- 2 Ch. 
 
 - Winding-up as to prog I . 
 
 of liquidation ; Securities [1894], 1 Ch. 444. 
 
 ' . 42 \V. II. 624, supervision (e) Northumberland, dkc, liank- 
 
 order, the liquidator undertaking ing Co., 2 D Gr. & J., 57, 
 
 to make an investigation and report per Turner, L. J. s 
 
 whether an examination of officers Attia; .. 9 Ch. D. (535 ; 
 
 of the company was required, United S I .. L. R. 7 
 
 liberty for any creditor or contri- 70; Littlehampton Sham Co., 34 
 
 butory to apply for examination. L. J. Ch. 237 ; BarnecTs Hanking 
 
 under s. 115 o( the Act of 1862. Co., 14 W. R. 722; j 
 
 In future, when making a super- Ld., In re [1893]; 2 Ch. 2 
 
 vision order, Vaugban Williams, J., (/) Zoedone Co., 53 L. J. Ch. 
 
 will always order that no costs or 465, post, p. 423.
 
 After Voluntary Winding-up. 
 
 39 
 
 voluntary liquidator and receiver in a debenture-holder's Chap, 
 action (a). m. 
 
 Directly a creditor shews the Court that his interests will 
 
 be prejudiced by a voluntary winding-up, but not, however, When a 
 before, he will, in general (//), be entitled ex debito justitia Company 
 to a winding-up by the Court (c). As where there has been ^und up 
 considerable delay, without any satisfactory reason, in the BY THE 
 proceedings under the voluntary winding-up (//), or it ap- Court. 
 
 pears that the voluntary liquidator is acting in the interest 
 
 of the shareholders to the detriment of the creditors (c), 
 or is distributing the assets in a manner which is inequi- 
 table and unfair to the petitioner (/). So also where it was 
 shewn that a suspicious bill of sale to one of the directors 
 had been registered (g). If, however, the creditors desire 
 to support a voluntary winding-up, the inclination of the 
 Court will be in favour of it (//). 
 
 A claimant for unliquidated damages is not a creditor 
 under s. 147, so as to entitle him to present a petition for 
 a supervision order (i). Although creditors asked for a 
 compulsory order, a supervision order has been made (A) ; 
 and this will generally be done at the wish of the majority 
 of creditors, unless it is shewn that it would do an injustice 
 to the petitioning creditor (I). So, a compulsory order has 
 been changed into a supervision order by the wish of a 
 majority of the creditors (m). For the rights of creditors 
 under s. 145 are subject to the power given to the Court 
 under s. 147 (n). But where a creditor only ashed for a 
 supervision order, the Court declined to make a compul- 
 sory order upon the application of a majority of the 
 
 (a) Be Medical Battery Co. 
 [1894], 1 Ch. 444. 
 
 (b) But see ante, p. 25. 
 
 (c) liotherham Alum Co., W. X. 
 1882, p. 182; New York Ex- 
 change, Ld., 39 Ch. D. 415 ; Bussell 
 Gardner & Co. [1891], 3 Ch. 171 ; 
 National Debenture Co. [1891], 2 
 Ch. 505. 
 
 (d) Manchester, Queensland, &c, 
 Co., 15 W. R. 1070; Tramway 
 Wheel, &c, Co., W. N. 1873, p. 160. 
 But see Oriental Commercial Bank, 
 15 L. T. s. 
 
 (e) Tramway Wlieel, &c., Co., 
 supra. 
 
 (f) Caerphilly Colliery Co., 32 
 L. T. 15. 
 
 (g) London and Provincial 
 Starch Co. Ex p. Adams, 16 
 
 L. T. 474. See W. Surrey Tanning 
 <'<>., ante, p. 34. 
 
 (//) Loiisdafi', ifr., Ironstone Co., 
 16 W. R. 601; re New Oriental 
 Bank [1892], 3 Ch. 563. 
 
 (i) Pen-y-Van Colliery Co., 6 
 Ch. D. 477. See Oriental Com- 
 mercial Bank, 15 L. T. 8. 
 
 (/.•) Owens Patent Wheel Co., 29 
 L. T. 672 ; Botherham Alum Co., 
 supra ; re New Oriental Bank 
 [1892], 3 Ch. 563. See post, p. 423. 
 
 (/) West Hartlepool Co., 10 Ch. 
 618. 
 
 (to) Oriental Commercial Bank, 
 supra. See Gen. International 
 Agency, 36 Beav. 1, as to reasons 
 for making a supervision order. 
 
 («) Simon's Beef Mining Co., 
 31 W. R. 238.
 
 40 After Voluntary Winding-up. 
 
 Chap creditors (a). And where a petition for a supervision ord< r 
 j jj ' is amended by praying in the alternative for a compulsory 
 
 . order, the petition must be re-adv< rl 
 
 Win It 1 1 ; i s been urged that, as . L45 omits any reference 
 
 Compani to contributories, the maxim expressio unius < 
 
 ( ' AN l;|: alterius applies (c). There are, however, Beveral oai 
 
 ''' notwithstanding the Language of the Act, Bhewing that the 
 Court. Court, under exceptional circumstances, and where there 
 
 is sufficient reason, may make a compulsory order on a 
 
 contributory' 8 petition (d). The following reasons 1 
 been considered sufficient : — a delay uf five and 
 
 unsatisfactory conduct of the proceedings (< i; an evident 
 want of proper supervision in the voluntary winding-up • ; 
 conflict betwe< n the parti< b, mal [uiring inv< Btigation 
 
 and overwhelming influence on the part of a 
 
 director {ff) ; and in a recenl CS 
 solution for voluntary liquidation owed it- existence 
 preponderating influence of ti. conduct ippeared 
 
 to require Buch investigation as could only be obtain* I 
 in a winding-up by the Court {In. The petition in H 
 Surrey Tanning Co. g) was presented in the interval 
 between the first resolution for winding-up and the meeting 
 at which that resolution was confirmed, and t the 
 
 Court obtained jurisdiction over the case bi bad 
 
 been any complete voluntary winding-up. In 
 ' . (i) the petition for a compulsory order was not 
 presented for nine months after the commence m< nt of ' 
 voluntary winding-up, and re West Surrey Tanning < , 
 was distinguished by Baggallay, L.J., ^<n that ground. 
 
 The Court has power, however, to direct a winding-up 
 subject to supervision on a contributory 's application after 
 the commencement of a voluntary winding-up ; but I 
 grounds for testing when a compulsory order will be made 
 are applicable to a petition for a supervision order under 
 that section, and no such order can, under ordinary 
 
 (a) Chepstowe Bobbin Mills Co., Beav. 561, decided un<!er 19 
 
 36 Ch. D. 5G3. Viet. c. -17, :-. - 
 
 (?>) National Whole Meal Bread tion. 
 Co. [1891], - Ch. 151; and see (/) Be Little) 
 
 -■. p. 328, as to re-advertisement Co., .".4 Beav. 2 S / .- 
 
 generally. ' ' Ina ami J 
 
 (c) B" Bank of Gibraltar, L. R. 1 Ch. 31 
 1 Cn. 69. See ptr Tinner, L. J. (g) • - rey Tanning 
 
 lb. 74. 2 Eq. 737. 
 
 CO Gi ' Co., 11 Ch. D. 701; CO Be The Varieties, Ld. [18 
 
 London, &c, Discount Co., 1 Eq. 2 Ch. 235. 
 277. (t) 11 C. D. 701. 
 
 (f) Be Fire Annihilator Co.. 32
 
 After Voluntary Winding-up. 41 
 
 circumstances, be obtained on the petition of contributories, Chap, 
 although the Court in exercising its discretion will have m 
 
 regard to the wishes of creditors or contributories (a). 
 
 The Court is unwilling to interfere with shareholders When a 
 where the company is being wound up voluntarily, and Company 
 in order to induce it to make a supervision order, the J^JJ 
 contributory must shew that there has been fraud, or that UP By 
 a dissentient minority have been inequitably overpowered Court. 
 
 by improper influence {b). The mere fact that there are 
 
 charges of misconduct on the part of the liquidators or 
 directors is not alone sufficient ground for an order con- 
 tinuing the voluntary winding-up under supervision (c), 
 because a contributory has his remedy in a voluntary 
 winding-up by applying to the Court under s. 138, or at 
 any rate by bringing into force the summary power given 
 by s. 10 of the Act of 18'JO (//), where there is a clear and 
 distinct charge (e). 
 
 Where an old company was wound up voluntarily for the 
 purpose of forming a new company of the same name, the 
 liquidator, upon threat of action against the old company, 
 having petitioned the Court to continue the voluntary 
 winding-up of the old company under supervision, was 
 held entitled to the protection of the Court under ss. 87 
 and 151 of the Act of 1862, as s. 138 did not apply to the 
 threat of an action made subsequent to, and outside, the 
 voluntary winding-up (/). 
 
 There is a difficulty in the way of making a compulsory 
 order after a voluntary winding-up from the fact that there 
 is a different period for the commencement of the winding- 
 up ; for the latter dates from the passing of the first resolu- 
 tion, but the former from the time when the petition is 
 I resented, and this is an inconvenience which will not be 
 
 (a) Sect. 149. Owen's Patent 1866, p. 257; Madras Coffee Co., 
 Wheel Co., 29 L. T. 1372; Beaujo- 17 W. 11. (313. 
 
 lais WiiK', Go., 3 Ch. 15 ; Ex p. Jf'ox, (c) Star and Garter Hotel, 42 
 
 G Ch. 170; Ex p. Wragge, 37 L. L. J. Ch. 374; London and Medi- 
 
 J. Ch. 220; Trowbridge Water Co., terranean Bank, 15 L. T. 153; 
 
 18 L. T. 115. Yorkshire Fibre Co., 'J Eq. (350; 
 
 (b) Langham Skating Rink Co., London Bank of Scotland, 15 \V. It. 
 5 Ch. 1). GG9, 1385 ; London, &c., 1103 ; Imperial Bank of China, 
 Discount Co., 1 Eq. 277; Bank of supra. 
 
 Gibraltar, 1 Oh. 6d; Imperial Bank (d) Formerly s. 1G5 of the Act 
 
 of CUcna and Japan, 1 Ch. 33'J ; of 1862, now repealed by the above 
 
 St. Davio's Gold Mining Co., 14 Act. 
 
 W. K. 755; Oriental Commercial (e) See p. 207. 
 
 Bank, 15 L. T. 8 ; Beaujolais Wine (/) Zoedone Co., 53 L. J. Ch. 
 
 Co., supra ; Lx p. L'ox, supra ; 465. 
 
 Imperial Merc. Credit Ass., W. 2N'.
 
 12 
 
 Unregistered < 'ompany. 
 
 Chap. 
 III. 
 
 When a 
 Company 
 
 wound i p 
 
 B1 THE 
 COURT. 
 
 unnecessarily incurred (a). And it lias been held that if a 
 voluntary winding-up is superseded by a compulsory ord< r, 
 the winding-up is to be treated as having commenced at 
 the presentation of the petition (/<). In the case of a 
 voluntary winding-up continued under supervision, this 
 dimculty does not arise, as the date of the passing of the 
 resolution is deemed to be the commenci ment of the 
 winding-up (c). 
 
 The Court has no power to make a supervision order in 
 the case of a voluntary winding-up if the resolution for 
 some cause has not been properly passed, and is invalid (d) ; 
 the proper course for a contributory under Buch circum- 
 stances is to take Bteps that another meeting be called <■ >. 
 
 Unregistered company. — The grounds upon which on- 
 registered companies may be wound up arc, with some 
 variations, similar to those alnady mentioned with re- 
 ference to companies formed under the Act. The pro- 
 visions with respect to a company being wound up where 
 a special resolution has be< □ passed, or where the mem 
 are reduced to less than seven, are entirely omitted from 
 the section, as they are not applicable to unregistered 
 companies, but a new term is added providing for their 
 dissolution. Such companies cannot under the Act be 
 wound up voluntarily or subject to the supervision of the 
 Court. A compulsory order may be obtained under the 
 following circumstances (/) : — 
 
 (1.) Whenever the company is dissolved (.</), or has 
 
 ceased to carry on business, or is carrying on 
 
 business only for the purpose of winding up its 
 
 affairs (h); 
 (*2.) "Whenever the company is unable to pay its debts; 
 (3.) Whenever the Court is of opinion that it is just 
 
 and equitable that the company should be 
 
 wound up. 
 
 (a) Gold Co., 11 Ch. D. 701, 718 ; 
 Colonial Trusts Corp., Exp. Brad- 
 shaw, 15 Ch. D. 165; Thomas v. 
 Patent Lionite Co., 17 Ch. D. 250; 
 West Cumberland Iron, &e. 3 Co., 
 40Ch.D.361. See .posf, pp. 77, 114. 
 (6) TauriiH Co., 25 Ch. D. 118; 
 post, pp. 77, 111. 
 
 (c) S. 130, Weston's Case, 1 Ch. 
 20 : Dry Docks Corp. of London, 
 39 Ch. D. 306 (where the petition 
 was before the resolution). See 
 Taurine Co., supra. 
 
 (d) JBridport Old Brewery Co., 
 
 2 Ch. 191. 
 
 (e) London Flour Co., 19 L. T. 
 136. 
 
 (/) Sees. 1! 
 
 (<j) The dissolution, if the unre- 
 gistered company is incorporated, 
 must take place by virtue of a clause 
 in its Act or other instrument of 
 incorporation, or if not incorporated, 
 by virtue of a clause in its deed of 
 settlement. 
 
 (h) See Farn ily Endowment Soc, 
 5 Ch. US.
 
 Unregistered Company. 43 
 
 WOUND UP 
 BY THE 
 
 The provisions as to when an unregistered company is chau 
 to be deemed, for the purposes of the Act, unable to pay In 
 
 its debts, correspond with those of s. 80, but they provide 1 
 
 for the case of an action against a member, which would When a 
 not be applicable to a company registered under the Act. Company 
 They are shortly as follows : — CAN BK 
 
 (1.) Whenever a creditor for more than ,650 has served by°thT 
 on the company a demand, and they have Court 
 neglected for three weeks to pay or compound — 
 for it (a). 
 (2.) Whenever any legal proceeding has been instituted 
 against a member for a debt, and a written 
 notice has been given to the company, and they 
 have neglected for ten days after service of such 
 notice to pay or compound for the debt, or to get 
 the action stayed, or to indemnify the defendant. 
 (3.) Whenever, in England or Ireland, execution has 
 issued against the company, or against any 
 person as a member, or as a nominal defendant 
 on its behalf, and is returned unsatisfied ; 
 (4.) Whenever, in the case of the Stannaries, there has 
 been a decree against the effects of the company, 
 111 a creditor's suit in the Vice- Warden's Court ; 
 (5.) Whenever, in Scotland, the inducia of a charge for 
 payment on an extract decree, &c, have expired 
 without payment being made. 
 (6.) Whenever it is otherwise proved to the satisfaction 
 of the Court that the company is unable to pay 
 its debts. 
 A petition may be presented in the case of an unregis- 
 tered railway company when there has been a warrant for 
 the abandonment of the railway (b). 
 
 A contributory may petition the Court for the winding- 
 up of an unregistered company (c). 
 
 ^^"ff Register.— By s. 7 of the Companies Act, 
 1880, the Registrar of Joint Stock Companies has power, 
 after the provisions of that Act have been complied with, 
 and the necessary notices given, to strike the name of any 
 company off the register which he has reasonable cause to 
 think has ceased to carry on business, and on notice of this 
 being published in the Gazette, such company is dissolved. 
 
 («) The demand must have been or in such other way as the Court 
 served by leaving it at the com- may approve or direct, 
 pany s principal place of business, (b) 32 & 33 Vict. c. 114, s 4 
 or by delivering )t to the secretary ( c ) Re South Staffordshire Tram- 
 ox some director or principal officer, ways Co., 8 K. 288.
 
 11 Who can obtain a Winding-up Order. 
 
 CHAPTER IV. 
 
 WHO CAN OBTAIN A WINDING-UP OBDEB. 
 
 1. Company's petition. 6. The Official Keceiver. 
 
 2. Creditor's petition. Death of petitioner. 
 Secured creditor. Building society. 
 
 3. Contrihutory's petition. Company incorporated for public 
 
 4. Holder of a life assurance policy. purposes. 
 
 5. All or any of the above parties Malicious presentation of petition. 
 
 together. Application of company's funds. 
 
 Chap. Ax application to the Court for a winding-up order, 
 
 IV. whether by the Court or Bubject to the supervision of the 
 
 Court, is by petition (a). This application may be made 
 
 Who <\n | )V 
 
 Winding- L The company; 
 upOrdbb. -• One or more creditors ; 
 
 3. One or more of its contributoriea ; 
 
 4. The holder of a policy under the Life Assurance 
 
 Companies Act, 1870 '!>) ; 
 
 5. All or any of the above parties together ; 
 
 0. The Official Receiver ; 
 
 and every order made on any petition opi rates in favour of 
 all the creditors and all the contributories of the company 
 in the same manner as if it had been made upon the joint 
 petition of a creditor and a contributory (a). 
 
 The above applications will now be separately dealt with. 
 
 1. Company's petition. — A petition may be presented by 
 the company, that is to say, by a majority of directors 
 acting within their powers (c) ; but it is seldom advisable 
 that the company should be the petitioner. If a friendly 
 petition is presented by a creditor, the petitioner's solicitor 
 should not be the solicitor to the company, otherwise the 
 
 (a) SS. 82 and 148. See post, (c) See Harben v. Phillips, - 
 Part II., as to the practice on the Ch. D. 14, as to the power of a 
 petition. general meeting to prevent the di- 
 
 (b) 33 & 34 Viet. c. Gl, ss. 2, rectors using the company's name. 
 21 ; 35 & 3G Vict. c. 41, s. G.
 
 Creditor's Petition. 
 
 45 
 
 carriage of the order may be given to another creditor, and 
 the petitioner's costs disallowed (a). 
 
 A petition may be presented by the liquidator in the 
 company's name in a proper case (b). 
 
 The liquidator is entitled to a supervision order, so as to 
 obtain the benefit of s. 151 of the Act of 1862 (c). 
 
 2. Creditor's petition. — The circumstances under which 
 an order will be made on a creditor's petition are different 
 to those upon which the Court will act when a contributory 
 makes the application (d). The evidence which a petition- 
 ing creditor must adduce depends on the amount of his 
 debt. 
 
 There must be a debt (e). The debt need not amount to 
 £50 (/) if he proves that the company is unable to pay its 
 debts by some other evidence than non-payment after the 
 statutory demand (g). If there are assets which may be 
 made available by a winding-up (/<), a creditor is generally 
 entitled to an order as a matter of course when he has a 
 valid debt established or not disputed, and it is shewn that 
 the company is unable to pay its debts within the meaning 
 of the statute (i). But to entitle a person to present a 
 petition there must be a debt which can bo enforced against 
 the company, either at law or in equity (k). 
 
 But ex debito justiticc applies only as between the 
 creditor and the company, for the Court, exercising the 
 powers which are vested in it by the Act, will have re- 
 gard to the wishes of a majority of creditors in de- 
 ciding whether a compulsory order (/) or a supervision 
 
 Chap, 
 IV. 
 
 AVho can 
 
 OBTAIN A 
 
 Winding- 
 up OllDEIt. 
 
 (<() Lennox Publishing Co., 61 
 L. T. 787. 
 
 (b) S. 95. 
 
 (c) Zoedone Co., 53 L. J. Ch. 
 465. 
 
 {d) See ante, p. 39, seq. Where 
 the petition is presented after a 
 voluntary winding-up, see ante, 
 p. 35. 
 
 (e) South Wales Atlantic Steam- 
 ship Co., 2 Ch. D. 763. 
 
 (/) See s. 80, and ante, pp. 24, 
 28, 43. 
 
 (y) London and Birmingham 
 Alkali Co., 1 De G. F. & J. 257, 
 where a judgment debt for less than 
 £50, followed by unsatisfied execu- 
 tion, was held sufficient. See Paris 
 Skat ing Pink Co., 5 Ch. D. 959. 
 Costs of a petition founded on a debt 
 under £50 will not generally be 
 
 allowed. 
 
 (h) Chapel House Colliery Co., 
 2 1 Ch. D. at p. 269. See Olathe 
 Silver Mining Co., 27 Ch. D. 278 
 (enquiry directed as fo assets in 
 chambers) ; The Company or Fra- 
 /' rnity of Free Fishermen of Faver- 
 sham, 36 Ch. D. 329; in Court 
 below, 56 L. T. 422. See Burnett 
 v. Ortgonian By. Co., 11 C. of S. 
 Cas. 912 (Sc.) (order refused as 
 neither necessary nor desirable). 
 
 (i) Bowes v. LLope, &c, Co., 11, 
 II. L. C. 389 ; Princess of Iteuss v. 
 Bos, L. R. 5 H. L. 176 ; London Sub- 
 urban Bank, 6 Ch. 641; Western 
 of Canada Oil Co., 17 Eq. 1. 
 
 (k) Law Courts Chambers Co., 
 61 L. T. 669 ; re W. Powell & Sons, 
 W. N. (1892), p. 94. 
 
 (/) Uruguay By. Co., 11 Ch. D.
 
 4G Creditor^ Petition. 
 
 Chap, order (a) should be made, or whether an order Bhould be 
 IV. refused (&). But where a creditor only asked for a Buper- 
 
 vision order, the Court declined to make a compulsory 
 
 Who can order upon the application of a majority of the creditors 
 \ViNiH\r ^ n determining whether regard should be paid to the 
 dpOrder. wishes of creditors who oppose the making of a winding-up 
 
 order, the Court ought to consider not only the number of 
 
 the creditors and the amount of their debts, but also the 
 reasons which they assign for their conclusion (</i. "Where, 
 after a voluntary winding-up, the opposing creditors stood 
 by and made no sign until the actual hearing of the 
 petition, when they came forward and opposed, the dis- 
 missal of the petition was without cost 
 
 This right, however, of an unpaid creditor to a winding- 
 up order ex debito justitice is also Bubject to other exceptions 
 where there are special circumstanci b ; as, for instai 
 where it appears that the petitioning creditor will not be 
 in a better position by obtaining a winding-up order (/) j 
 where there are no assets that can be obtained by a 
 winding-up order at all (//) ; where the winding-up order 
 would be useless (It) ; where the object of the petitioner is 
 to put pressure only on the company (i) or to obtain an 
 advantage in payment over the other creditors (k) ; where 
 it is desired to question the management or conduct of 
 
 372; West Hartlepool Co., 10 (V) Gr< ' of 
 
 CIS; Horbury Bridge ( I . D Coal, pra. 
 
 \Y. X. L879, p. 5] : St. TTiomas's (e) 
 
 Dock Co., 2 Gh. D. L16; re Russell, - S also, as to delay in 
 
 Cordner, & Co. [1891], 3 Ch. 171. expressing their wis ntal 
 
 Sec also General Soiling Stock < 5 L. T. 8. 
 
 Co., 3 1 Beav. 314 (large number (/) Uruguay By. Co., supra; 
 
 of creditors desired voluntary < a. 
 
 winding-up, but compulsory order (g) - . '«D I . 2 Ch. 
 
 made). D. 116, 11'.' ; ( 'hapel House Colliery 
 
 (a) West Hartlepool Co., supra ; Co., ; • Silver M 
 re New Oriented Bank [1892], 3 Co., supra ; T7n < ■ 
 
 Ch. 563. See ante, p. 39. ternity of Fret Fishermen of /■- 
 
 (b) Uruguay l!y. Co., supra; But see Lacey & 
 Olathe Silver Minimi Co., supra; Co., 46 L. J. Ch. 660; n . 
 Great Western Forest of Bean polsky, &c, Co. [1892], 3 Ch. 174 ; 
 ( >l, Ac, Co., 21 Ch. D. 769; re Edgbaston Brewery Go n 68 L. T. 
 Chapel Bouse Colliery Co., 24 Ch. 341. 
 
 D. 259; re Krasnapolsky Bestau- (/<) The Company or Fraternity 
 
 rant, &c, Co. [1692], 3 Ch. 174; re of Free Fishermen of Faversham, 
 
 Edgbaston Bn wery, 68 L. T. 341 : supra. 
 
 Langley Mill Steel Co., 12 Eq. 26; (0 London and Paris Banking 
 
 Universal Drug Ass., 22 W. B. Co., 19 Eq. 444. 
 
 (i7.">. (k) Planet Benefit Building Soc, 
 
 (c) Chepstow Bobbin Mills Co., 14 Eq. 441. 
 36 Ch. D. 563.
 
 Creditor's Petition. 47 
 
 directors and managers, no insolvency having been caused Chap. 
 thereby (a) ; where the debt is bond fide disputed ; or jy 
 
 when the Court thinks it a proper case in which to exercise 
 
 its discretion (b). Who can 
 
 The Court has given time to a company to enable it to *?Jl TAINA 
 make some arrangement for payment of its creditors where upQrdee" 
 
 it seemed sufficiently clear that such an arrangement could 
 
 be effected (c) ; but this indulgence has been refused in 
 other cases (d). 
 
 Although the Court may also exercise its discretion (e) 
 upon the application of a majority of shareholders, yet 
 such an application, particularly where the assets are 
 small (/), will not be of much avail in influencing the 
 Court to withhold the relief to which a creditor is entitled 
 in order to secure the assets of a company clearly insol- 
 vent ; nor will the opposition of the company. But where 
 the assets are small the Court might make a supervision 
 order, instead of a compulsory order, if the creditors 
 could not be prejudiced by such a course (</). 
 
 In future, when the debt is small, no winding-up order 
 will be made, or if niade will be without costs (/<). 
 
 The vendors of land taken by a company under its com- 
 pulsory powers are not, until their title has been duly made 
 out and accepted, creditors of the company for the unpaid 
 purchase-money so as to entitle them to petition for a 
 winding-up order (i). 
 
 The Apportionment Act, 1870, does not alter the date at 
 which rent becomes due ; and a person is not entitled to 
 petition as creditor in respect of rent not yet due (k). 
 
 A surety who has not been called upon to pay anything 
 on behalf of the company is not a creditor (/). A surety 
 can stand in no higher or better position than his prin- 
 cipal (/»)• 
 
 (a) See Anglo-Greek Steam Co., (/) Isle of Wight Ferry Co., 2 
 2 Eq. 1. H. & M. 597. 
 
 (b) St. Thvma&'s Dock Co., supra. (<j) New York Exchange, Ld., 39 
 Langley Mill Steel Co., supra. See Ch. D. 415. 
 
 Burnett v. Oregonian By. Co., 11 (h) lie Herbert Standring & Co., 
 
 C. of S. Cas. 91k! (So.)". W. N. (1895), p. 99. 
 
 (c) Brighton Hotel Co., 6 Eq. (i) Milford Docks Co., 23 Ch. 
 339; Western of Canada Oil Co., D. 292. 
 
 17 Eq. 1 ; Great Western Coal Co., (Je) United Club and Hotel Co., 
 
 21 Ch. D. 769. See also City and 60 L. T. 665. 
 
 County Bank, 10 Ch. 470. (I) Vron Colliery Co., 20 Ch. D. 
 
 (d) Hume Assce. Ass., 12 Eq. 442. 
 
 112; International Contract Co., (in) Law Courts Chambers Co., 
 
 14 L. T. 726. 61 L. T. 669. 
 
 (e) St. Thomas's Dock Co., supra.
 
 48 Creditors Petition. 
 
 Chap. A person who has obtained a garnishee order absolute 
 
 IV. against a company as garnishee, is not thereby constituted 
 
 a creditor of the company (a). 
 
 Whocas The holder of a bill of exchange which lias not matured 
 2£ TA1M A at the date of filing the petition is not a " creditor," even 
 , pQkdeb! if tlie company gives him notice that the bill will not be 
 ' met when due (/>) ; but dishonour of the company's accept- 
 ance in the hands of the petitioner is enough, and is proof 
 that the company is unable to pay its debts (c). 
 
 A person who has advanced money to a company which 
 is not entitled to borrow is not a creditor (</). 
 
 A claimant for unliquidated damages is not a creditor so 
 as to entitle him to pic sent a petition (. ■). Nor is a p< t 
 claiming a debt of uncertain nature (/). 
 
 Where the petitioning creditor has bo encumbered his 
 debt as to make it doubtful what amount of inter< -t hi 
 possesses, the Court will not readily interfere. A party 
 has no locus standi to petition when he has acc< pted another 
 person as his debtor in place of the company 
 
 So where the petitioner's debt had been attached, the 
 petition was dismissed (h). 
 
 The assignee of a debt may, it se< a peti- 
 
 tion (j) ; but after a winding-up petition has been 1 
 sented, the sale of the debt and the right to proceed with 
 the petition will not be permitted (/.•). 
 
 The executor ^i a creditor of a company is entitled to 
 present a winding-up petition before he has obtained pro- 
 bate; it is sufficient if he has obtained prolate bi fore the 
 hearing of the petition (/). 
 
 Where a creditor, having presented a petition, was paid 
 part of his debt, but did not receive the balance on the day 
 fixed, and proceeded with his petition, and a winding-up 
 
 (a) Combined Wt igh ing Mach ine Eq. 52 1 . 
 
 Co., 43 e'li. D. 99. (0 S i. 25 (6) of the Judica- 
 
 (b) Re W. Powell & Sons,W.N. ture Act, L873. See also London, 
 (1892), p. 94. • 1 De <i. F. & J. 
 
 ( c ) ];. o", hi Ni - Patent Iron 257; ( 
 
 Co. 20 Eq. 337. Sol. J. 204; Paris Skating Sink 
 
 (d) National, &c, Building Soc., C .. 5 Ch. D. • " . an L s. 80 (1) of 
 5 Ch. 309. Act °f L862j 
 
 (e) Pen-y-Van Colliery Co., 6 of judgment debt in bankr . 
 
 Ch. D. 477. See Oriental Com- see Ex p. Blanchett, 17 Q. B. 1». 
 
 mercial Bank, 15 L. T. 8. 303. 
 
 (/) European Banking Co., 2 (A-) Paris Shi'tny Sink • .. 
 
 Eq. 521. supra. 
 
 (a) Times Life Jss. Co., 5 Ch. (?) Masonic eral Life 
 
 381. Assce. Co., 32 Ch. 1>. 37 . 
 
 (/i) European Banking Co., 2
 
 Creditor's Petition. 49 
 
 order was made upon that and another petition, the Chap, 
 creditor was compelled to repay the money so received hy jy. 
 
 him (a). The above rule, however, was not adhered to 
 
 in a case where the payment was made on the morning of Who can 
 the day after the publication of the advertisement in the ° P ; TAIX A 
 
 Oazctte (b). up Order 
 
 A debt due from a company under an agreement between 
 
 it and its voluntary liquidators and another person is 
 sufficient to support a petition by that person for a com- 
 puhorij order (c). It has been decided that such a debt 
 will not support a petition for a supervision order ((/). 
 
 Where the petitioner had agreed to refer all matters in 
 difference to arbitration, and the arbitrator had made his 
 award, but it had not been taken up, it was held that the 
 petitioner was not barred from obtaining a winding-up 
 order (e). 
 
 It seems that when a company is admittedl}' insolvent, 
 a shareholder cannot stop a creditor's petition to wind up 
 by paying off the petitioner's claim (/). 
 
 Secured Creditor. — A secured creditor may present a 
 petition without forfeiting the benefit of his security, and 
 the winding-up is equally good whether it is obtained by 
 a secured creditor or an unsecured creditor (g). 
 
 Debentures. — Where a company covenants to pay the 
 registered holder (//), or the bearer (?) of a debenture, the 
 money thereby secured, such holder or bearer can, when 
 the money is due, present a petition, and provided the 
 debentures contain such a covenant as above mentioned, 
 the fact that there is also a trust deed in the ordinary 
 form makes no difference (/r). So, too, the depositee by 
 
 (a) Exp. Greenwood, 9 Ch. 511. 10 Oh. D. G81, 689 ; s. 10, Judica- 
 
 (b) National Banks Case (Eur. turo Act, 1875 ; Great Western 
 Arb.), L. T. 92. See post, p. 242, Coal, &c, Co., 21 Ch. D. 769. 
 
 as to notice. (h) Chapel House Colliery Co., 
 
 (c) Re Bank of South Australia 24 C. D. 259. See s. 2 of Joint 
 (2) [1895], 1 Ch. 578. Stock Companies Arrangement Act, 
 
 (d) Re Bank of South Australia 1870 ; and Slater v. Darlaston Steel 
 (1) [1894], 3 Ch. 722, sed quaere, see Co., W. N. 1877, p. 139, as to de- 
 remarks of Lord Halsbury and henture-holders being " creditors " 
 Lindley, L.J., in re Bank of South within that section. 
 
 Australia (2), supra. (i) Western of Canada Oil Co., 
 
 (e) Lancaster and Newcastle- 17 Eq. 1 ; St. Tliomas's Dock Co. 
 wponrTyne By. Co., 5 Rail. & Cau. 28 C. D. 117; Olathe Silver 
 Cases, 632. Mining Co., 27 C. D. 278. 
 
 (/) Pavifs Fabric Co., 24 W. R. (k) Olathe Silver Mining Co., 
 
 91. supra, 
 
 (g) Moor v. Anglo-Italian Bank, 
 E.W. E
 
 50 
 
 Contributory' 8 Petition. 
 
 Chap. 
 IV. 
 
 Who can 
 
 OBT UN' A 
 
 Winding- 
 up Obdeb. 
 
 way of mortgage of bearer debentures can present a peti- 
 tion (a). But where the covenant in the debi attires to pay 
 the money thereby secured is not entered into by the 
 company with the bearer at all, but is a covenant with 
 the trustees of the covering deed that the company would 
 pay the bearer of the debenture, so thai there La no dir< ot 
 debt from the company to the holder of a d< benture, and 
 it is manifestly intended that the money Bhould b< 
 covered in the manner expressed in the trust deed and 
 in no other, the holder of such a document is not " a 
 creditor" of the company entitled to present a petition (6). 
 A winding-up order will not be made on the petition of 
 debenture-holders if no benefit can be derived from an 
 order (c). 
 
 3. Contributory's petition. — The Act has, by s. 129(2), 
 given shareholders an absolute power of saying by a 
 
 majority of three-fourths whether the company shall go 
 on or not, and the Court will he reluctant t" int. rf< re with 
 the exercise of this power. If, therefore, a contributory 
 presents a petition, the Court is not only guided by the 
 principles already expounded in tin ' a creditor's 
 
 petition in considering whither the company is brought 
 within one of the statutory provisions under which a 
 winding-up order may be made, but also by the wishes 
 of the majority of the shareholders, in accordance with 
 the same discretion entrusted to the Court in applications 
 by contributories as in those by creditors. It will inquire 
 whether an order would be in the interests of tin share- 
 holders in general. A shareholder may, therefore, find 
 it a very difficult matter to obtain an order if the company 
 opposes, and the creditors do not press for one (</ 1. 
 
 In the case of a petition by an alleged contributory, he 
 must, it seems, admit that he is a contributory in re 
 of one or more shares (c). 
 
 With the object of preventing petitions by persons who 
 have purchased shares for the purpose of obtaining winding- 
 up orders, it is provided (/) that no contributory shall be 
 
 (a) Olathe Silver Mining Co., 
 supra. 
 
 (?>) Uruguay, (Cr., By. Co., 11 
 C. D. 372. 
 
 (c) Royal Courts of Justice 
 Chambers Co., 4 T. L. R. 517. 
 
 (d) Metropolitan Saloon Omni- 
 bus Co., 28 L. J. Ch. boO; London 
 Suburban Bank, 6 Ch. 641; Euro- 
 
 Life Ass. >•:«•., 9 Eq. 122; 
 Suburban Hotel Co., - 
 Planet Building Soc, 14 Eq. 441 ; 
 Middlesboro' Assembly Booms Co., 
 14 Ch. D. 104. 
 
 (e) Continental Bank; 10 L. T. 
 112; Times Fire Ass. Co., 30 Beav. 
 596. 
 
 (/) See s. 40 of the Act of I
 
 Contributory' 's Petition. 51 
 
 capable of presenting a petition, unless the members are Chap, 
 reduced to less than seven ; or unless his shares were iv. 
 
 originally allotted to him, or have been held by him, and 
 
 registered in his name, or in that of his wife (a), or any Who can 
 trustee for him or her, for at least six months during the ?^ TAIN A 
 eighteen months previously to the presentation of the ^po^er" 
 
 petition, or have devolved upon him through the death of 
 
 a former holder. But the word "held" has no technical 
 meaning, and merely means that the name of the con- 
 tributory lias been on the register as the holder of shares 
 during the requisite time (b) ; or ought to have been on the 
 register but for the default of the company (c). And 
 where a trustee in liquidation was appointed during the 
 period of six months, a contributory was held entitled to 
 present a petition (d). 
 
 Unless the substratum of a limited company or main 
 purpose be gone, or there be proof of fraud, or other 
 circumstances shewing to the satisfaction of the Court 
 that a company should be put an end to, as that some 
 evident injustice to members can only be remedied by a 
 winding-up order, the Court will refuse to make an order if 
 the majority of the members desire to continue the business, 
 and assert that this may be done with a reasonable chance 
 of success (e) ; or there is a prospect of carrying out an 
 arrangement for paying the debts (/). So also where the 
 shareholder has but a small interest, and the majority 
 oppose (//); or if the petition is not bond fide (h) ; the 
 Court will decline to interfere. But where the threat of an 
 action was made subsequent to, and outside the voluntary 
 winding-up, a supervision order was made so as to obtain 
 
 (a) See ss. 6, 7 of the Married supra. 
 
 Women's Property Act, 1882. (<y) London Suburban Bank, 6 
 
 (b) Wala Wynaad Mining Co., Ch. Ml; Irrigation Co. of France, 
 21 Ch. D. 849. See this case, and 6 Ch. 176; Langham Skating Rink 
 Positive Government Ass. Co.,W. N. Co., 5 Ch. D. 669. See Patent 
 1877, p. 23, as to a share warrant Artificial Stone Co., 34 Beav. 185 
 holder. (where order refused though corn- 
 
 (c) Patent Steam Engine Co., 8 pany in debt) ; Lancashire Brick 
 Ch. D. 464. Co., 34 Beav. 330 (where order 
 
 (d) Wala Wynaad Mining Co., refused to fully paid-up share- 
 supra. holders, as no case made shewing 
 
 (e) See Professional Building necessity to enforce contribution 
 Soc., 6 Ch. 856 ; City and County from other shareholders who had 
 Bunk, 10 Ch. 470 ; Factage not paid in full). See London and 
 Parisien, 34 L. J. Ch. 140. See Metropolitan Counties, &c, Invest. 
 also European Ass. Soc, 9 Eq. 122 ; Soc, W. N. 1889, p. 18. 
 
 Planet Building Soc, 14 Eq. 441, (/<) Metropolitan Saloon Omni- 
 
 450. bus Co., 28 L. J. Ch. 830. 
 
 (/) City and County Bank,
 
 52 Contributory' 8 Petition. 
 
 Chap. tllc benefit of s. 151 of the Act of 1862, notwithstanding 
 IV.' that the petition was opposed by a majority of the Bhare- 
 
 1 holders (a). If, however, the Court thinks that an 01 
 
 Who cam should be made but that the petition is not bond fide, it 
 obtais a ma y gi ve ti u . carriage of the order to a shari holder other 
 ™™°™ than the petitioner (6). 
 
 If the Court is unable to form a satisfa pinion as 
 
 to the proper course to take, and thinks that further in- 
 quiries in order to ascertain the viev otributo 
 will enable it to come to a correct conclusion, it may allow 
 time for a meeting for that purpose. Bui a 3< cond meeting 
 will not be directed if the contributor^ already ex- 
 pressed their wishes at a meeting which was not altogether 
 regular (c). And if no grounds for a winding-up 
 shewn, the Court has no power to direct a meeting under 
 any circumstanci b (*/>. 
 
 The authorities lay down the rule that when the number 
 of shareholders is small and there arc no debts, the Court, in 
 the absence of exceptional circumstances, will not put the 
 expensive machinery of the Winding-up Acts in force at 
 the instam-c of a contributory (e). But where there are- 
 matters to he investigated, or the . is whether 
 company Bhall be wound up or not, and the Court think 
 ought to be stopped, a compulsory order will be made 
 although there are only a few shard. 
 where there is a preponderating influence on the part i 
 single shareholder (gr) ; or the aid of the Court . 
 to make a final disposition of the i ' t; or there has 
 been fraud (/). 
 
 A fully paid-up shareholder in a limited company i 
 titled to petition for a winding-up, as he is a " contribu- 
 tory" (A) ; but he must both allege in his petition and 
 
 ((7) Zocdonc Co., 53 L. J. Ch. Co., 2 Eq. 737; London and 
 465. County Coal C".. 3 Eq. 355. See 
 
 (b) Berlin Great Market Co., 24 National 1 
 
 L. T. 773. ing Soc, W. X. 225; 
 
 (c) See Imperial Mercantile, dr., Bolton Benefit Soc, 12 Ch. D. 
 
 , W. N. 1886, p. 257 ; Oriental (g) West Surrey Taw I .. 
 
 I uniaxial Bank, W. X. 1886, p. supra; r< The Varieties, Let. [18 
 
 283. 2 Ch. 235. 
 
 (d) Joint Stock Coal Co., 8 Eq. (h) Anglo-Mexican Mint 
 146; Langham Skating Rink Co., W. X". 1875, p. 168. 
 
 5 Ch. D. I (0 Ni ., 4 
 
 (e) Natal Co., 1 II. & M. 639; Ch. D. 874. See Bica Gold I 
 Sea and River Ins. Co., 2 Eq. 545 ; ing Co., 11 Ch. 1 
 
 iSifrand Hotel Co., 10 Sol. Jo. 807. (&) S. 74: National Savings 
 
 (/) Sandersons Patent Ass., 12 Bank, 1 Ch. 547; Anglesea Col- 
 Eq. 1S8 ; West Surrey Tanning liery Co., ib. 555.
 
 Contributor if s Petition. 53 
 
 shew by evidence that there are assets of the company of rh 
 such an amount that in the event of a winding-up he tv P * 
 would have a tangible share of surplus to receive t for he ___ 
 is not liable to contribute anything towards the assets of Who can 
 the company, and if he has any interest at all, it must be ob taix a 
 that after full payment of all the debts and liabilities of Windi *g- 
 the company there will remain a surplus divisible anions up0rde *- 
 the shareholders of sufficient value to authorize him to 
 present a petition (a). But if this allegation is not in- 
 serted m the petition, it might be amended by joining a 
 creditor as a co-petitioner (b). 
 
 A petition by a fully paid-up shareholder was refused 
 though the company was heavily in debt, and made very 
 small profits, as it was not supported by any other share- 
 holder or creditor (c). It has been held that the holder of 
 iully paid-up shares in a solvent company may be entitled 
 to a winding-up order, where other shareholders have not 
 paid in lull, upon shewing a proper case, in order to 
 enforce contribution (,/) ; but the fact that shares in a 
 limited company have been issued at a discount is not a 
 ground for making a winding-up order on the petition of 
 a lully paid shareholder— even where, if the amounts un- 
 paid on the shares were called up, there would be a surplus 
 to be divided among the members of the company (c). 
 
 Probably a petition by a fully paid-up shareholder can 
 be maintained where the company has no assets except 
 moneys to be recovered by rescinding fraudulent trans- 
 actions (/). 
 
 In considering which of two shareholders who have 
 presented petitions for winding-up a company (which did 
 not appear to be insolvent) shall have the conduct of the 
 order, a fully paid-up shareholder has been preferred to 
 one who had only paid a deposit {g). 
 
 Except in a case of fraud, or where the creditors support 
 
 (a) Pica Gold Washing Co., Cement Co., 9 Eq. 9. 
 11 Cii. D. 36, where see the judg- (b) Vron Colliery Co., 20 Ch. D. 
 
 ment of Jessel, M.R., at p. 42; -10 at p. 447. 
 
 Vl\ b2, }rl D ™ mond Fud Oo-t 1;; (c) Fatent Artificial Stone Co., 
 
 Oh. D. 400; Vron Colliery Co., 20 supra. 
 
 Ch. I). 442; New Zealand Quartz (d) Lancashire Brick Co., 34 
 
 Crashing Co., \V. N. 1873, p. 174. Beav. 330. 
 
 See also Tnniacacori Mining Co., ( e ) Pioneers of Mashonaland 
 
 17 hq. 534 ; Patent Bread Ma- Co. [1893], 1 Ch. 737. 
 
 chinery Cc .14 L. T. 582 ; Jrriga- (f) Pica Gold Washing Co., 
 
 turn to. of France, 6 Ch. 176. As supra. 
 
 to a shareholder's petition not being (g) Constantinople Hotels Co., 13 
 
 allowed tu be converted, into a TV. li. 851. 
 
 creditor's petition, see Spence's
 
 5 1 tributary's Petition. 
 
 Chap, the petition, a fully paid-up shareholder will not 
 IV. entitled to a compulsory or a supervision order if the 
 
 company is in voluntary liquidation i 
 
 Whocan it w iij ] K . no objection to a petition by shareholders that 
 
 JJLt. their names are not on the register at the time of | 
 
 irdeb. sentation, if the company have failed to obey a dec 
 
 ordering them to register such person 
 
 The fact that a shareholder is in arrear with calls is not 
 an absolute bar to his petitioning where the circumstances 
 are exceptional, or when he has mad' a tender of the 
 amount due He could pay the call into Court (c), and 
 as a genera] rule the Court will not hear the petition until 
 the calls have been paid d). 
 
 The holder of scrip certificates, if he admits himself t 
 a contributory and undertakes t<> do all aci 
 make himself a shareholder, may present a petition for 
 winding-up (e) ; and so, also, if there are Burplue 
 which he has a right to have' distributed i 
 
 As t«> holders o[ Bhari s in companies where the articli s 
 allow the issue of shares transferable by delivery, see the 
 case below (</). 
 
 The executors of deceased members, thoi. 
 themselves, have been held entitled t<» pn 
 as contributories (h). 
 
 Past members who have ceased to he' m within a 
 
 year before the commencement of the winding-up 
 usually called 13 contributories, could, it app< i 
 under exceptional circumstances, apply for a winding-up 
 order (A). And an order of this description was made- in 
 a case of past members under the old Acts {I). 
 
 4. Holder of a life assurance policy. — We have already 
 
 (o) ' ' .. 11 Ch. D. 701; livery. 8 
 
 Bioa Gold Washing Co., su} . Gr. & J. 54 . II''-' 
 
 (b) Patent Steam Engine t ., j Co., 6 i 
 
 SCh. D. 464. Morion's Case, L6 Eq. L04. As 
 
 (c) Dia nond Fuel Co., 13 Ch. to a share warrant, see !'■ 
 D. 400, 406. Government Ass. Co., W. X. 
 
 (d) lie Crystal Beef Gold p. 2 . 
 
 Mining Co. [1892], 1 Ch. 408. CO Norvrich Y > .. 12 Beav. 
 
 (e) Littlehampton Steam Co., 34 366. See M 
 
 Beav. 256; Ex p. Capper, 3 De ,32 Ch. D. 373, u 
 
 G. & 8. 1 ; Wexford, Ac., By. Co., their ability to do so before obtain- 
 
 3 De G. & S. 116. ius; probate. 
 
 (/) Lindley, 627 (5th ed.). (») See post, p. 144, and s. 38 (1). 
 
 (</) Pri - • Rt ss v. Bos, L. B. (k) See s. 40 of Act of ] - 
 
 5 H. L. 1,6. See this case as to (/) Times Fire Ins. Co., 30 Beav. 
 
 the illegality of making shares nc>t 596. 
 fully paid-up transferable by de-
 
 Death of Petitioner. 55 
 
 pointed out when a winding-up order will be made on the Chap. 
 petition of a policy-holder or shareholder in the case of a ry. 
 
 life assurance company (a). By s. 2 of the Act of 1870 ' 
 
 a policy-holder is denned as being " the person who for the Who can 
 time being is the legal holder of the policy for securing ?^ T t IN T A 
 the life assurance, endowment, annuity, or other contract upo^er" 
 
 with the company." Sect. 4 of the Life Assurance Com- 
 
 panies Act, 1872, contains further provisions with respect 
 to life assurance companies, which have amalgamated 
 with another in course of being wound up. Where, under 
 the policies of an assurance company, the policy-holders 
 might on depositing their policies receive the cash value 
 thereof, it was held by the Court of Appeal that the 
 petitioners who had so deposited their policies could not 
 apply as creditors but only as policy-holders ; and the 
 usual fiat was struck out, and a reference to the Judge was 
 directed {!>). 
 
 5. All or any of the above parties together. — This fifth 
 head will require no further comment. 
 
 6. Official Receiver. — As to the new power given to the 
 Official Receiver under s. 14 of the Act of 1890 to apply 
 for a winding-up by the Court where there is a winding- 
 up voluntarily or under supervision, see post, p. 285. 
 
 Death of petitioner. — The legal personal representative 
 of a petitioner, who dies after the advertisement has been 
 inserted, may by leave continue and carry on the petition {<•). 
 AVhcre a winding-up order was made, and it afterwards 
 appeared that the petitioner died before the date of 
 such order, an order for revivor discharging that order 
 was made, and then a fresh winding-up order ; and further 
 advertisements were dispensed with (a). 
 
 Building society. — The subject of building societies, 
 and the circumstances under which a member of such 
 a society may present a petition, have already been 
 referred to (e). 
 
 (a) See ante, p. 16. See s. 21 (c) Dynevor Collieries. Co., W.N. 
 
 of the Life Assurance Companies 1878, p. 199. Bee K. S. C. 1883, 
 
 Act, 1870. As to an unregistered 0. 17, as to change of parties by 
 
 mutual life assurance society, see death. 
 
 Great Britain, &c, Soc, 16 Oh. D. (rf) Commercial Bank of London, 
 
 246, ante, p. 17. W. N. 1888, pp. 214, 234. See 
 
 (6) British Imperial Assce. Co., Atkirts Estate, 1 Ch. D. 82 ; Mac- 
 
 W. N. 1875, p. 184. See British kenzie v. Gear, 4 Ch. 2, n. 
 
 Alliance Corp., 9 C. D. 635. (e) See ante, p. 13, seq. See
 
 50 C mpany incorporated for Tublic Purp 
 
 Chap Company incorporated for public purposes. — An unri 
 
 jy_' tered company incorporated by Special \ct can be wound 
 
 , \ up on the petition of shareholders (a), creditors (6), or of 
 
 Win. ,an the company (<■), even although it may be neces 
 
 obtains apply for an Act of Parliament to enable the property of 
 
 Winding- tll0 com p an y to be sold (</). But where in the Act incor- 
 
 p pubde b. p 0ratmg tlie com pany it is Btated that the construction 
 
 of the works is of public advantage, the Court will be 
 
 reluctant to make a winding-up order, unless it is shewn 
 
 that there is no other process by which its difficulties can 
 
 be overcome (c). 
 
 It has been held by Malins, V. benture- 
 
 holders of an unregistered company incorporated by 
 Special Act, who arc empowered by the Act to enfi 
 the payment of principal and interest by the appointment 
 of a receiver, cannot until a r< a Lver is actually appoint. .1. 
 and he has failed to obtain payment, obtain a winding-up 
 order. And the same judge has held that, even when a 
 receiver has been appointed, and no payment has n Bulted 
 therefrom, debenture-holders are not entitled to a winding- 
 up order, on the ground that a r< ci Lv< r was their only 
 remedy (g) ; this decision, however, has been recently i 
 sented from, and was not followed by Stirling, J. (//). It 
 should be observed, however, that in the latter case the 
 debenture-holder had obtained not only a receiver, hut 
 also a judgment by which it was declared that the deben- 
 ture-holders were entitled to stand in the position of 
 judgment creditors. 
 
 The Court will order the winding-up of a registered com- 
 pany, in which powers for the public benefit have been 
 conferred by provisional order of the Board of Trade con- 
 firmed by Special Act, although it may not be possible 
 to sell the undertaking without authority of Parliament (t). 
 
 Planet, &c, Benefit Building Soc., 181; n Fret Fishermen* 
 
 14Eq.441; Queen's Benefit Build- sham, 36 C. D. 329; but see re 
 
 ing Soc, Cb. 815; Jones or South Loudon Fish Market, 39 
 
 Andrew v. Swansea, &c, Soc, 50 C. 1>. ■ 2 : Ba - n-Hufnber 
 
 L. J. Q. B. 428. Watt _ Q D. 585: 
 
 (a) Be Wey and Arun Canal Portsmouth Tramways Co.'. 
 Co., 4 Eq. 197. 2Ch.362. 
 
 (b) lit Brentford and Isleworth (/) R( Exmouth Docks, supra. 
 Tramways, 26 0. D. 527. {g) Be Heme Bag Waterworks, 
 
 (c) Be Bradford Navigation, 10 10 C. D. 42. 
 
 Eq. 331. (h) Be Portsmouth Tramways 
 
 (d) Be Bradford Navigation, Co., supra. 
 
 supra; re Barton- on - Humber (t) Be Barton-on ffumber Water 
 
 Water Co., infra. Co., supra (a shareholder's petition). 
 
 (e) Be Exmouth Pocks, 17 Eq.
 
 Malicious Presentation of Petition. 57 
 
 Malicious presentation of petition. — It should here be Chap, 
 observed that an action will lie, without proof of pecuniary jy < 
 
 loss or special damage, for falsely and maliciously, and 
 
 without reasonable or probable cause, presenting a petition Who can 
 to wind up a trading company: for the presentation of °Jt TAIN A 
 the petition is, from its very nature, calculated to injure up Ordee" 
 
 the credit of the company (a). But " extra costs " are not 
 
 damage of which the law will take notice, inasmuch as 
 they are not necessarily incurred for the purposes of the 
 litigation (b). 
 
 "Where a petition to wind up is improperly filed, the 
 Court has jurisdiction on motion, to restrain the advertise- 
 ment of the petition and stay all proceedings under it, 
 or to dismiss it (c). 
 
 Application of company's funds. — Notwithstanding a pro- 
 viso in the articles of association with respect to " legal 
 proceedings on behalf of the company," the Court will 
 restrain the application by directors of the company's 
 assets in paying the costs of a petition presented by them- 
 selves, but opposed by a number of shareholders and a 
 minority of the directors, as an act illegal and ultra 
 vires (d). 
 
 (a) Quartz Hill Mining Co. v. [1894], 2 Ch. 349. See ante, p. 27. 
 Eyre, 11 Q. B. D. 674. As to the (d) Smith v. Ditke of Manchester, 
 questions to be left to the jury, see 24 Ch, D. Gil. As to the applica- 
 same case, 50 L. T. 274. tion of the company's funds in 
 
 (b) lb. an action or prosecution by the 
 
 (c) Gold Hill Mines, 23 C. D. directors, see Studdert v. Qrosvenor, 
 210 ; ex yarte Advance Boiler Co. 33 Ch. D. 528. 
 
 (reported as "re a Company")
 
 58 
 
 Restraining or continuing Actions. 
 
 CHAPTER V. 
 
 ACTIONS, EXECUTION, DISTRESS, &C, AFTER COMMENCEMENT 
 OF WINDING-UP. 
 
 What actions may be continued or 
 
 restrained. 
 Execution, &c, and distress. 
 Rates, taxes, &c. 
 
 The Crown. 
 
 Companies not formed under the Act. 
 Practice on applications to restrain. 
 Costs under ss. 85, 87, 163. 
 
 \> raws, 
 Execu- 
 tion, 
 Distbess, 
 &o. 
 
 Chap. V. What actions may be continued or restrained. — Und< C 
 
 85 of tin' Act of L862 the Court may at any time after the 
 presentation of the petition, and before any winding-up 
 order is made, upon the application of the company, or any 
 creditor or contributory, restrain further proceedings in 
 any action or proceeding against the company (a). And 
 under s. 87, after a winding-up order, no action or other 
 proceeding can be continued or commenci d against the 
 company i ither in England, Scotland, or Ireland (6), except 
 with the leave of the Court (c), abject to such terms 
 
 as that Court may impose (</). So, wh*n an order has 
 been made for winding up a company under supervision, 
 in England, the Court will, ex part . restrain actions 
 pending in any part of the United Kingdom against the 
 company (e). 
 
 Proceedings in an action will not he stayed upon the 
 application of a third party, who is a co-defendant, because 
 leave to proceed has not been obtained (/). 
 
 Quasi-criminal proceedings can be restrained, as, for 
 
 (a) See post, p. 62, as to s. S5. 
 This section applies to an unregis- 
 tered company, Budoiu v. Great 
 Britain, (fee, Assce. Co., 17 C. D. 
 600. 
 
 (J) See s. 1'22. International 
 Pulp Co., 3 Ch. D. 594; Scotch 
 action stayed in Ex p. Australian 
 Investment Co. re Queensland Mer- 
 cantile Agency Co., 58 L. T. 878; 
 and also Hermann Looy, Ld., 36 
 Ch. D. 502. As to an action in 
 
 California, see California Bedwood 
 Co. v. Walker, 13 C. of S. Cas. 
 (8c.) 810. 
 
 (c) See Wilson v. Xat it Invest- 
 ment Co., 36 L. J. Ch. 312. 
 
 (d) S. 87. See s. 163. Traders' 
 North Staffordshire Co., 19 Eq. 60. 
 
 (e) MidJJesbvrough Fire Brick 
 _ 
 
 (/) Wells v. Estates Investment 
 Co.] 15 W. R. 762.
 
 Restraining or continuing Actions. 
 
 59 
 
 Actions, 
 Execu- 
 tion, 
 Distress, 
 &c. 
 
 instance, proceedings which are being taken against the Chap. V 
 company by a common informer before a police magistrate 
 to recover penalties (a). So, also, proceedings by an over- 
 seer of the poor before magistrates for poor-rates (b). 
 
 But a Board of Trade inquiry, under the powers of the 
 Tramways Act, 1870, to ascertain the solvency of the 
 promoters, is not a proceeding against the company, and 
 cannot be restrained under s. 87 (c). 
 
 An order of the Court of Session in Scotland restraining 
 further proceedings in actions raised in the San Francisco 
 Court by Englishmen, registered shareholders of the com- 
 pany, may be made an order of the Chancery Division (d). 
 The Court has power under s. 87 to restrain a British 
 subject from taking proceedings in a foreign Court against 
 a company in liquidation (c). 
 
 Where, prior to the commencement of the winding-up, a 
 creditor has arrested property of the company in Scotland 
 jurisdictionis fundandce causa, and has followed this up by 
 bringing an action in Scotland and making an arrestment 
 on the dependence of the action, he has become, subject to 
 his obtaining a decree in such action, a secured creditor, 
 and will not be restrained from continuing his action (/). 
 
 If the arrestments are impeached on the ground that 
 they were obtained, on a misstatement of facts, the English 
 Winding-up Court will nevertheless treat the process as 
 having been validly issued (//). 
 
 It is a general rule that leave to continue or commence 
 an action will only be given where there are circumstances 
 which cannot be satisfactorily determined in the winding-up, 
 and which render an action necessary (h). To the last- 
 mentioned rule an exception is made in the case of actions 
 against third persons together with the company as a 
 necessary party, when leave to proceed may be given, but 
 an undertaking will be required from the j)lamtiff not to 
 
 (a) Briton Medical, &c, Assce. 
 Assoc, 32 Ch. D. 503. 
 
 (b) Flint Coal and Cannel Co., 
 56 L. J. Ch. 23l'. 
 
 (c) Pontypridd, &c, Tramways 
 Co., 58 L. J. Ch. 536. 
 
 id) Scottish Pacific Coast Min- 
 ing Co., W. N. 1886, p. 63. See 
 California Redwood Co. v. Walker, 
 13 C. of S. Cas. (Sc.) 810. See 
 also City of Glasgovi Bank, 14 
 Ch. D. 628; Holhjford Copper 
 Mining Co., 5 Ch. 93. 
 
 (e) North Carolina Estate Co., 
 5 T. L. K. 328; and see Flack's 
 
 Case [1894], 1 Ch. 369, where the 
 creditor was ordered to remove an 
 embargo on Brazilian Assets of the 
 Company. 
 
 (/) West Cumberland Iron Co. 
 [1893], 1 Ch. 713 ; see also as to 
 Scotch actions, Queensland Mer- 
 cantile and Agency Co., 61 L. J. 
 Ch. 48. 
 
 (g) Ibid. 
 
 (Ji) Keynsham Co., 33 Beav. 
 123 ; Wilson v. Natal Investment 
 Co., 36 L. J. Ch. 312 ; Life Ass. of 
 England, 34 L. J. Ch. 64; Poole 
 Firebrick Co., 17 Eq. 268.
 
 60 Restraining or continuing Actions. 
 
 rh v issue execution against the company without the leave of 
 p " the Court (a). So, the balance of convenience may make 
 Actions, it advisable to allow the action to go on until th< '1- G ace is 
 I'm. i - delivered, but no farther (b). 
 
 TI0N > Leave has been given to institute or proci ed with actions 
 
 Distress, ] iav j n g reference to the following matters, and the par- 
 
 1 °J ticular circumstances of each case must be considered : — 
 
 Account of promotion mom \ 
 Admiralty, lien against ship (d). 
 Bills of exchange (e). 
 Ejectment (/). 
 
 Injunction against amalgamation (g). 
 Lien of vendor, to enforce (//). 
 Shares, rescission of contract for 
 Specific performance (A). 
 Trespass (I). 
 
 An application to stay proceedings in an action it generally 
 made ex parte, but in some cases the Court may desire to i 
 the other side. Such applications are made to the Court 
 where such procet dings are pending 
 
 The application for leave to commence an action against a 
 company should not be ex parte \n\ It should be made to 
 the judge in whose Court the winding-up proceedings are 
 pending (o) ; it seems by summons at chambers {p) ; 
 although it has frequently been made appn motion I 
 
 («) McEwen v. London and and 3ank, 3C P. D. 
 
 Bombay, &c, Bank, 15 L. T. 495 ; B 
 
 Marine I Co., 17 L. T. I MarshaUv. 6 
 
 535 (an action to restrain amalga- Co., 7 Eq. 129. S 
 
 mation, two companies being de- I 
 
 fondants). Eagell v. Currie, infra. graph Co., 11 Eq. 248; ib. 6 Ch. 
 
 United English Jns. Co., 5 Eq. G43. 
 
 300; Wells v. Estates 1 (J) Wyh rfl Coal 
 
 Co., supra. 33 Beav. 538: 
 
 (b) Thames Plate Glass Co., v. \Y. N. 1873, p. 127 (diverting 
 Land and Sea Telegraph Co., 6 Ch. water). 
 
 643, (?ti) General Service Co-operative 
 
 (c) McEwen v. London and Stores [1891], 1 Ch. 496. 
 Bombay, &c., Bank, sttj (») Western ami E Tele- 
 id) Rio Grande do Sul Steam graph Co. v. Bibby, 42 L. T. 82] ; 
 
 Co., 5 Ch. D. 282; Australian Belfast, &c., Brewery Co., 7 Ir. R. 
 
 Navigation Co., 20 Eq. 325. Eq. 441. As t.>an ex parte motion 
 
 (e) Ex p. Bateman, re Contract formerly, see Wxttia n& v. Bristol 
 Corp., 15 L. T. 4'.';.. Marine Ins. Co., 39 L. J. Ch. 504. 
 
 (f) Strand Hotel Co., W. X. (o) Bio Grande do Sul Steam 
 1868, p. 2. Co., 5 Ch. D. 282. 
 
 (g) Marine Investment Co., 17 (j>) Hagell v. Currie, "W . X. 
 L. T. 535. 1867, p. 75. As to affidavit, see 
 
 (A) jJtoJfeefeyv. Den*, 15 W.R. 663. St. Cuthbert Lead Smelting Co. t 
 
 (0 Hall v. Old Talargoch, &c, \V. N. 1866, p. 154. 
 
 Co., 3 Ch. D. 710. See Stone v. City (a) See tne cases > supra.
 
 Restraining or continuing Actions. 
 
 61 
 
 An application for leave to proceed with an action must Chap. V. 
 
 be made to the judge icJio lias the conduct of the winding- 
 
 up (a). Actions, 
 
 The Court of Appeal will not interfere with the discre- Execu- 
 tion of the Court below when it has given leave to continue J^'bess 
 an action (b) : but when it has refused leave, there are & c . 
 cases where the Court of Appeal has granted it (c). 
 
 In an action by a liquidator for a debt, the defendant 
 may set off a claim for unliquidated damages, and may 
 without leave of the Court in the winding-up raise that 
 defence by counter-claim (d). 
 
 A mortgagee, or a mortgage-debenture-holder, is an inde- 
 pendent person, and his rights to realize his property will 
 not be interfered with because the company is being 
 wound up ; he will, therefore, have leave to proceed with 
 his action to realize his security, except under special 
 circumstances, or unless the same relief is given to him 
 in the winding-up as he would obtain in the action (e). 
 Sometimes, however, the mortgagee makes an application 
 for liberty to sell. 
 
 But if the mortgagee has filed a winding-up petition, he 
 will be restrained from exercising his power of sale under 
 the mortgage until the hearing of the petition (/). A 
 person having an equitable charge only on the " funds, 
 assets, and effects " of the company in priority to others 
 will not be permitted to continue a foreclosure action (//). 
 
 An order in a winding-up directing inquiries as to 
 priorities of incumbrancers raises no equity to prevent an 
 action for foreclosure being brought by persons claiming to 
 be first mortgagees, in whose presence the order had been 
 made, and who had obtained an order to attend the pro- 
 ceedings and to have their costs made costs in the wind- 
 ing-up ; but leave to bring the action was given on the 
 
 (a) Wilson v. Natal Investment 
 Co., 36 L. J. Ch. 312 (before the 
 Jud. Act). And see Thames Plate 
 Glass Co. v. Land and Sea Tele- 
 graph Co., 6 Ch. 643. 
 
 (6) Thames Plate Glass Co. v. 
 Zand and Sea Telegraph Co., 6 Ch. 
 643. 
 
 (c) Strand Hotel Co., W. N. 
 1868, p. 2 ; McEwen v. London 
 and Bombay, etc., Bank, supra ; 
 St. Cuthbert Lead Smelting Co., 35 
 Beav. 384. 
 
 (rf) Mersey Steel Co. v. Naylor 
 & Co., 9 Q. B. D. 648; affirmed 
 by H. L. 9 App. Cas. 434. See 
 
 Asphaltic Wood Pavement Co., 
 Lee & Chapman' 's Case, 30 Ch. D. 
 216. See Lion Life Assce. Co. v. 
 Atkinson, W. K 1855, pp. 54, 78. 
 
 (e) Joshua Stubbs, Ld. [1891], 
 1 Ch. 475. Be David Lloyd & Co., 
 6 Ch. D. 339 ; Longdendale Cotton 
 Spinning Co., 8 Ch. D. 150 ; Moor 
 v. Anglo-Italian Bank, 10 Ch. D. 
 681. 
 
 (/) Cambrian Mining Co., Ex. 
 p. Fell, 29 W. R. 881. 
 
 (y) Jones v. Swansea Cambrian 
 Benefit Building Soc, 50 L. J. 
 Q. B. 428.
 
 62 
 
 Execution and Distress. 
 
 Chap. V. 
 
 Actions, 
 
 I\\i.< i - 
 TION, 
 DlSTBESS, 
 &C. 
 
 terms that, notwithstanding the latter order, the costs of 
 attending the proceedings should be in the discretion of 
 the Court (a). 
 
 An action and a winding-up cannot be consolidated (6). 
 
 After a winding-up order, the only persons who can be 
 authorized by the Court to institute proceedings in the 
 name of the company are the creditors and contributor!' -, 
 because they are the persons who, under the terms of the 
 Act, can intervene if they are advised thai the liquidator 
 does not properly do his duty(c). Vaughan Williams, J., 
 objects to the practice of Official Receivers allowing their 
 names to be used in proceedings by other persona simply 
 on such persons giving an indemnity. The nam-' of the 
 Official Receiver should not be allow. [\ [ except in 
 
 a clear case, and he should not rely merely on an opinion 
 of counsel obtained by the persons moving him I 
 
 Where an action, continued by leave against a company, 
 is dismissed for want of prosecution, the plaintiff is not 
 debarred from establishing his claim in the same matter in 
 the winding-up (e). 
 
 There is no jurisdiction, under s. 87, to stay actions 
 against the directors of a companv l>eiiiL, r wound up by the 
 Court (/). 
 
 Execution, &c, and distress. — In the first place, if an 
 execution creditor has actually obtained his money before 
 the winding-up order is made, the Court will not interfere 
 with him (g). And where execution is issued bond ji<l> . and 
 the sheriff is actually in possession, or would have 1> 
 in possession but for resistance made to the sheriffs 
 officer (h), before the presentation of the petition, the 
 creditor will not be restrained from reaping the benefit 
 of his judgment (i) ; unless, perhaps, where a forced sale 
 would be ruinously detrimental to the company without 
 any corresponding advantage to the creditor (k) ; or where 
 
 (a) Hamilton's Windsor Iron 
 Co., 27 W. R.827. 
 
 (&) Lovatt v. Oxfordshire Iron- 
 stone Co., 30 Sol. J.' 338 ; E. 8. 0., 
 0. 49, 
 
 (c) Cape Breton Co. v. Fenn, 17 
 Ch. D. 198. 
 
 Anglo- Sardinian Antimony 
 Co., W. N. (1894), p. 156 ; prac- 
 tice note W. X. (1394), p. 106 ; and 
 see post. Part II., p. 2 - 
 
 ( ( ) Omll Colliery, &c., Co., 12 
 Ch. D. CM. 
 
 (/ 7.i Hand Banking 
 
 ., 39 L. J. Ch. 1--. 
 {g) Ex ji. Hawkins, U 
 English and Scottish Insce. 
 3 Ch. 787. 
 
 (h) London i 
 See also Boston: a- ''■•., 4 Eq. I 
 
 (0 Great Ship Co., 4 De G. J. 
 & S. 63. See Withernsea Brick- 
 works, 16 Ch. I>. :. 
 
 (*) Hill Pottery Co., 1 Eq. 649; 
 
 - 
 - \ Railway Steel Co., 8 Ch.D. 183.
 
 Execution and Distress. 
 
 63 
 
 Execu- 
 tion, 
 Distress, 
 &c. 
 
 there are other special circumstances. It would seem, Chap. V. 
 
 however, that a sale by a sheriff under a writ of fi. fa. is a 
 
 " proceeding " under s. 87, and it is competent for the £ C ™ NS > 
 Court to restrain the creditor from selling after a winding- 
 up order (a) ; which would be done in a strong case, 
 and where there is reason to doubt the bond fides of the 
 creditor («). 
 
 Whether the execution was issued after the presentation of 
 the petition, or has been issued before, if the sheriff has 
 not taken possession until after the jDresentation of the 
 petition, the case is the same, and the exercise of the 
 discretionary power of the Court will involve similar con- 
 siderations (b). It appears to be the duty of the Court, in 
 considering whether it will exercise its discretion in grant- 
 ing an injunction, to see what would be its duty, or might 
 probably be its duty, if there had actually been a winding- 
 up order, and an application had been made to the Court 
 by the creditor for leave to issue execution (c). Where the 
 sheriff is not in possession at the commencement of the 
 winding-up, the Court will, except under some special cir- 
 cumstances, restrain an execution creditor (d). Creditors 
 have been put upon terms in regard to the description of 
 property to be taken in execution (e). 
 
 When the sheriffs, before the presentation of a winding- 
 up petition, entered the premises and took possession of 
 the chattels of a company, and after the commencement 
 of the winding-up received moneys paid by the public for 
 admission to the premises, it was held that the execution 
 was, as to these moneys, put in force after the commence- 
 ment of the winding-up, and was void under s. 163 (/). 
 
 There are decisions that the Court will not allow a 
 creditor, who has been induced by a company to give them 
 an indulgence by forbearing to proceed to judgment or 
 execution, to lose the benefit which he would have obtained 
 
 (a) Perkins, Beach, &c, Co., 7 
 Ch. D. 371. See Silver Hill Mining 
 Co., 27 Sol. J. 615, and cases in 
 preceding note. But see Artistic 
 Colour Printing Co., 14 Ch. D.502. 
 
 (6) Vron Colliery Co., 20 Ch. D. 
 442, 446. 
 
 (c) Great Ship Co., 4 De G. J. 
 & S., per Turner, L.J., p. 69. 
 
 (d) Great Ship Co., 4 De G. J. 
 & S. 63 ; London Cotton Co., 2 Eq. 
 53; Dublin Exhibition Palace Co., 
 Ir. K. 2 Eq. 158 ; Bastow & Co., 
 
 4 Eq. 681 ; Imperial Steam Co., 37 
 L. J. Ch. 517 ; London & Devon 
 Biscuit Co., 12 Eq. 190 (writ in 
 sheriff's hands but possession not 
 taken) ; Dimson's Fire Clay Co., 
 19 Eq. 202 ; Railway Steel, &c, 
 Co., 8 Ch. D. 183 ; Pilchards & Co., 
 11 Ch. D. 676. 
 
 (e) Bastow <fc Co., supra. 
 
 if) Opera {Limited), 62 L. T. 
 859. See same case on other points 
 [1891], 3 Ch. 261.
 
 04 
 
 Execution inn! Di 
 
 Chap. V. by active prosecution of his claim (a). But the en 'lit >r 
 
 must have given time in the sense of binding himself not 
 
 Actions, to sue ; for the mere abstaining from bringing an action ifl 
 lA "' not sufficient (a). These decisions, however, have b 
 
 TION 
 
 Distress doubted, though not actually overruled by the Court of 
 &c. ' Appeal (M. Where the position of the plaintiff has been 
 
 so changed by the action of the company that it would not 
 
 be just to allow the company to restrain proceedings, the 
 Court may not interfere; and Leave was given where the 
 company allowed an order to 1"' made without raising 
 objections (c). 
 
 In some cases, notwithstanding the execution was before 
 the commencement of the winding-up, a sale hae b 
 restrained, the Court directing the liquidator to hold the 
 proceeds, after selling the property, in the firs! place for 
 the benefit of the execution creditor; which substantially 
 put him in the same place as if the Bheriff had i ffi ct< d the 
 sale for him (d). But thes< no! followed in, and 
 
 appear to be impliedly overruled by, the ease of MUi 
 < olliery Co. (< ). 
 
 So, also, a creditor who has obtained a garnishee order, 
 attaching money in the hands of one of the company's 
 debtors, before presentation of the petition, and who obtains 
 an order for payment before the winding-up order, is not 
 a "trustee" within the meaning of the 100th section of 
 the Act of 1862 (/). But the judgment creditor does not 
 obtain any charge on the debts until service of the order 
 nisi on the garnishees | 
 
 S. 87 of the Bankruptcy Act, 1869 (h), which deprived 
 execution creditors for more than £50 of the fruits of the 
 execution where the sheriff had notice of a bankruptcy 
 
 (a) Vron Colliery Co., supra. 
 
 (b) See per Jesse I, M.R., in 
 Vron Colliery Co., supra, at p. 
 448, in which case Bailway Steel, 
 <fec, Co., s ill. D. 183, and Bich- 
 ards & Co., 11 Ch. D. 070, wore 
 doubted. 
 
 (c) Budow v. Great Britain, 
 dr., Assce. Soc, 17 Ch. D. 000. 
 
 (d) Hill Pottery Co., 1 Eq. 049 ; 
 Plas-yn-Mhotvys Coal Co., 4 Eq. 
 689; Richards & Co., supra. See 
 Bailway Steel, tCr., Co., 8 Ch. D. 
 L83; Dublin Exhibition Pa 
 
 1 .. - ipra. 
 
 0) 24 W. R. 898. See Vron 
 Colliery Co., supra. 
 
 (/) Ex p- Sawkins, United 
 
 English and Scottish Iusce. >'.. 
 3 Ch. 787. See s. 100. As to 
 attaching calls or money in the 
 hands of a liquidator, see /.' 
 
 . i De G. P. & J. 354; 
 Mack v. Ward, W. X. L884, p. 16. 
 
 (</) Stai - Collieries 
 
 Co., 11 Ch. D. 100. See also 
 
 /• v. Giles, 11 Ch. D. 
 and Uniti 
 
 Insce. Co., 5 Eq. 300, where the 
 judgment creditors obtained leave 
 to bring an acti 
 
 (h) See the corresponding s. 
 par. 2 of the Bankruptcy Act, 188 . 
 46 & 47 Viet. c. 52, to which the 
 same decision applies.
 
 Execution and Distress. 65 
 
 within fourteen days after sale, was not made applicable Chap. V. 
 
 to the winding-up of companies by s. 10 of the Judicature 
 
 Act, 1875 (a). Actions, 
 
 Sometimes it is found to be advisable to pay out an ExECU - 
 execution which has been duly levied before the commence- Distress 
 ment of the winding-up. In this case, the provisional & c . 
 
 liquidator will make an application to the Court, which will 
 
 be served on the parties to the action, tC-c, asking that lie may 
 ■be at liberty to pay to the execution creditor, the amount of 
 principal, interest, and costs, including sheriffs' fees, in full, 
 and the costs of the application, such costs beiny out of the 
 •assets of the company (b). 
 
 In order that equality may be the rule in the administra- 
 tion of the assets of a company, any attachment, sequestra- 
 tion, distress, or execution, put in force by the entry of the 
 sheriff (c), against the company after the commencement 
 •of the winding-up is void, by virtue of s. 163 of the Act of 
 1862, where the company is being wound up by the Court 
 or subject to the supervision of the Court, unless the 
 Court, upon the application of the creditor seeking to 
 issue execution, has exercised its discretionary power, and 
 .given leave to proceed (d) ; for the 163rd section of the 
 Act of 1862 is qualified by the 87th (e). But it is extremely 
 
 (a) Withernsea Brickworks, &c, of the estate of any such deceased 
 16 Oh. D. 337, overruling Printing, person, or out of the assets of any 
 •I"c, Registering Co., 8 Ch. D. 535 ; such company, may come in under 
 and approving Richards & Co., the decree or order lor the adminis- 
 supra. See also Railway Steel, tration of such estate, or under the 
 dbc., Co., supra; Coal Consumers winding-up of such company, and 
 Ass., 4 Ch. D. 625 ; Albion Steel, make such claims against the same 
 *fcc, Co., 7 Ch. D. 547. The section as they may respectively be en- 
 is as follows : "... in the wind- titled to by virtue of this Act." 
 ing-up of any company under the (b) See form of such order, post, 
 Companies Acts, 1862 and 1867, p. 536. 
 
 whose assets may prove to be in- (c) London and Devon Biscuit 
 
 sufficient for the payment of its Co., 12 Eq. 190. 
 debts and liabilities and the costs (d) By virtue of ss. 85, 87; see 
 
 of winding-up, the same rules shall also ante, p. 62. See Great Ship Co., 
 
 prevail and be observed as to the 4 De G. J.&S. 63; Exhall Mining 
 
 respective rights of secured and Co., 4 De G. J. & S. 377 ; London 
 
 unsecured creditors, and as to debts Cotton Co., 2 Eq. 53; Bastow & 
 
 and liabilities provable, and as to Co., 4 Eq. 681 ; Dimson's Estate 
 
 the valuation of annuities and Fire Clay Co., 19 Eq. 202. But 
 
 future and contingent liabilities see also the remarks of Jessel, M.R., 
 
 respectively, as may be in force in Universal Disinfector Co., 20 Eq. 
 
 for the time being under the law 162 ; Vron Colliery, 20 Ch. D. 442. 
 of bankruptcy with respect to the (e) lb. See also Ex p. Levick, 
 
 estates of persons adjudged bank- 5 Eq. 69; Lancashire Cotton Spin- 
 
 rupt ; and all persons who in any ning Co., Ex p. Carnelley, 35 Ch. 
 
 such case would be entitled to D. 656; Dry Docks Corp. of London, 
 
 prove for and receive dividends out 39 Ch. D. 306. 
 
 E.W. f
 
 CG 
 
 E.rcctitioii (iinl Distress. 
 
 A( i [ONS, 
 
 Execu- 
 tion, 
 
 DlSTUKSS, 
 
 &c. 
 
 Chap. V. doubtful, where execution has not been issued previously 
 to the winding-up order by a creditor of the company at 
 11 if lime of such order, whether leave in any case would 
 be given to issue or levy execution (a). Bee also a- to 
 entering up judgment after a winding-up order, the 
 below (b). Sect. 163 d<vs not itself apply to a voluntary 
 winding-up, but the Court has, nevertheless, power upon 
 an application to it for that purpose to make an order to 
 stay all further procei in it: for by s. 188, when a 
 
 company is being wound up voluntarily, the liquidators 
 may apply to the Court to ex< reise nil or any of the powers 
 which the Court might exercise if the company were being 
 wound up by the Court, including the power to stay pro- 
 ceedings in execution (c) or re-tram actions (d). 
 
 Mere threats of actions against the voluntary liquidator 
 are not within s. 188, but the liquidator can obtain pro- 
 tection by petitioning for a supervision order, which will be 
 readily granted I 
 
 Of course, such casts must not be confused with thos< in 
 which costs and expenses have been incurred in the wind- 
 ing-up on behalf of the estate ; and where an action brought 
 by liquidators fails, execution by the defendant for costs 
 will not be restrained (/). 
 
 The arrest of a vessel by the Admiralty Court is a seques- 
 tration (g). 
 
 The rights of the Crown in respect of Crown debts are 
 not affected by the Act ()i). 
 
 The avoidance, under b. 163, of an execution, &c, against 
 a company in liquidation is an avoidance to all intents 
 whatsoever, and leaves to the judgment creditor no right 
 or interest under it (i). 
 
 (a) Universal Disinfector I . 
 20 Eq. 162. 
 
 (6) Hartford v. Amicable Mutual 
 Ass. Co., Ir. E. 5 C. L. 368. 
 
 (c) Wesibury v. Twigg [1892], 
 1 Q. B. 77 ; Thurso New Gas Co., 
 42 Oh. P. 486; Thomas v. Patent 
 1 wite Co., 17 Ch. D. 250; Poole 
 Firebrick Co., 17 Eq. 268; Sablo- 
 ii iirc Hotel Co., 3 Eq. 74. 
 
 (d) Keynsham Co., 33 Beav. 123; 
 Thames Plate Glass Co. v. Land 
 and Sea Telegraph Co., 6 Ch. 643; 
 Life Assurance of England, 34 L. 
 J. Ch. 64 ; Harrison v. Mortaage 
 Insurance Co., 10 T. L. B. 141. 
 
 (e) Zoedone Co., 53 L. J. Ch. 465. 
 (/) Ex p. Levicl; 5 Eq. 69; 
 
 Madrid B .71'.,. 442; 
 
 Ex p. Smith, .'! Ch. 125. As to a 
 successful plaintiff in an action 
 brought hy leave, see Bailey and 
 Leetham's Case, 8 Eq. 94. 
 
 (g) Australian Navigation Co., 
 20 Eq. 325. See R le do 
 
 Sul Steam Co., 5 Ch. D. 282. 
 
 (Ji) English Joint Stock /■ 
 W. X. L886,p. L99; Ht 
 
 9 Ch. D. 469. See Oria 
 
 Corp., Ex p. Grovm, 28 Ch. D. 
 643; and Exp. Postmaster-General, 
 
 10 Ch. D. 595. But see Regent 
 United Service Stores, 38 L. T. 
 130, where collector of Queen's 
 taxes restrained. 
 
 (*) Ex p. Fourdrinier, Re
 
 Execution and Distress. 
 
 67 
 
 Actions, 
 Execu- 
 tion, 
 Distress, 
 &c. 
 
 After a company lias been ordered to be wound up in Chap. V 
 this country, judgment creditors, who are in this country, 
 and have proved under the winding-up, will not be allowed 
 to attach property in India belonging to the company (a). 
 
 The Court, when it stays execution, does so upon the 
 terms of the creditor being admitted to prove in the 
 winding-up for the amount of his debt, costs, and costs of 
 application to stay (/;). A creditor-plaintiff in an action 
 against a company in voluntary liquidation is not entitled 
 to any priority in the winding-up for his costs of the 
 action ; he can only add them to his debt (c). 
 
 Distress by Landlord, &c. 
 
 Application to the Court to exercise its judicial discre- 
 tion is necessary when, after the commencement of a 
 winding-up, a landlord desires to distrain for rent on the 
 goods of a company in liquidation (d). It is incumbent 
 on the landlord to shew some special circumstances justify- 
 ing the Court in depriving the creditors of the company of 
 the benefit of the 163rd section. The landlord must shew 
 one of two things : either that there was some special 
 equity making it unjust that he should not be allowed to 
 distrain, or else that the rent has accrued under such 
 circumstances that it ought to be paid as part of the costs 
 of the winding-up (e). 
 
 Distress will not be allowed for rent accrued due before 
 the date of the presentation of the petition for winding-up 
 when the lessor can prove in the winding-up jointly with 
 the other creditors (/) ; and the Court will restrain a land- 
 lord who threatens or proceeds to levy a distress for such 
 rent (g). The 10th section of the Judicature Act, 1875, 
 does not so far assimilate the rules in the winding-up of 
 companies to the rules in bankruptcy (h) as to give a 
 
 Artistic Colour Printing Co., 21 
 <Jh. D. 510. 
 
 (a) Oriental Inland Steam Co., 
 9 Ch. 557. As to Scotland and 
 Ireland, see International Pulp 
 Co., 3 Ch. D. 594 ; Middlesborough 
 Firebrick Co., 52 L. T. 98. See 
 South Eastern of Portugal Ey. Co., 
 17 W. K. 982. 
 
 (6) Poole Firebrick Co., supra. 
 
 (c) TJiurso New Gas Co., supra. 
 
 (d) See supra, s. 163, and ss. 85 
 and 87. See River Swale Brick 
 Co., W. N. 1883, p. 104, as to 
 lessor being able to exercise com- 
 
 mon law right to distrain notwith- 
 standing special power. 
 
 (e) Lancashire Cotton Spinning 
 Co., Ex p. Carnelley, 35 Ch. D. 
 656 ; Oak Pits Colliery Co., infra. 
 
 (/) Coal Consumers Assoc, 4 
 Ch. L>. 625 ; Brid'/eivater Engineer- 
 ing Co., 12 Ch. D. 181 ; Thomas v. 
 Patent Lionite Co., 17 Ch. D. 250. 
 See also Progress Ass. Co., 9 Eq. 
 370 ; Traders, N. Staffordshire Co., 
 19 Uq. 60. 
 
 (#) lb., Oak Pits Colliery, infra. 
 
 \h) See now s. 42 of B. Act, 
 1883, 46 & 47 Vict. c. 52.
 
 G8 Distress. 
 
 Chap. V. landlord a right to distrain for a year's rent due before the 
 
 winding-up (a). 
 
 Exeotj! 8 ' The Apportionment Act, 1870, which provides that rent 
 TI0N shall, like interest on money lent, be considered as accruing 
 
 Distress, from day to day, does not alter the date at which it be- 
 &c. comes due (b). 
 
 It is now provided by the Preferential Payments in 
 Bankruptcy Act, 1888 (<•), that in the event of a landlord 
 or other person distraining or having distrained on any 
 goods of a company being wound up within three months 
 next before the date of the winding-up order, the debts t i 
 which priority is given by s. 1 of that Act, viz. parochial 
 and local rates, taxes, a-., shall be a tirst charge on the 
 goods so distrained on, or the proceeds of sale. Bnt in 
 respect of any money paid under any such charge the land- 
 lord or other person is to have the same rights of priority 
 as the person to whom such payment is made. 
 
 In order to entitle a landlord to distrain lor rent accrued 
 since the winding-up, the liquidator must have either 
 adopted the contract or used the property for the beneficial 
 winding-up of the company (d). 
 
 If the company continue in occupation of the lands of 
 the lessor for its own benefit, or for the convenience of 
 the winding-up, with a view to the realization of the 
 property to better advantage, or disposing of it as a going 
 concern, the rent of the premises must be apportioned 
 under the Apportionment Act, 1870 (< >, and the lessor will 
 be entitled to payment of, or to distrain for, the full rent 
 due after the date of the presentation of the petition ( /'). 
 For if, after a company is wound up, the company or the 
 liquidator on its behalf, in order to acquire gain or to avoid 
 loss, enter into contracts or occupy land, they must do so 
 on the same terms as any other persons, and neither the 
 
 (a) I turners Ass., supra ; (/) South Ki -.17 
 Thomas v. Patent Lionite Co., 17 Ch. D. 161; Silkstotie and J 
 Ch.D. 250 ; Bridgewat' - worth Coal Co., ib. eral 
 i)n/ Co., supra. Soo Westbourne Share Co. v. Wetley Brick Co., 
 Grove Drapery Co., 5 Ch. D. 24S ; 20 Ch. D. 260. See also Regent 
 North Yorkshire Iron Co., 7 Ch.D. &c., Stores, 8 Ch. D. 610 ; Exhall 
 661. Coal Co., 4 De G. J. & S. 377. 
 
 (b) United Club and Hotel Co., See North Yorkshire Iron Co., 
 60 L. T. 665. supra; Lundy Granite Co., J. 
 
 (c) 51 it 52 Vict. c. 62, s. 1 (4). Eeavan, 6 Ch. 462 ; Progress Assce. 
 As to Ireland, 52 and 53 Vict. c. Co., 9 Eq. 370; Kingston Royal 
 60. Marine Hotel Co., 15 W. R. 978 ; 
 
 (c?) Re House and Land Invest- Brown, Bayley, & Dixon, 18 Ch. 
 ment Trust, 42 W. R. 572. D. 649 ; Oak Pits Colliery Co., 
 
 (e) 33 & 34 Vict. c. 35. infra.
 
 Distress. 
 
 69 
 
 persons with whom the contracts are entered into, nor the 
 persons to whom sums in respect of the land are payable, 
 whether landlords or rating authorities, are bound to accept 
 a dividend on their claims (a). But where possession is 
 retained, with the acquiescence of the lessor, for the benefit 
 of all parties, leave to distrain will not be given (&). The 
 fact that the liquidator left the company's plant and 
 machinery where he found them, that he had them valued 
 for sale, and that he took no steps to surrender the com- 
 pany's interest to the landlord, did not entitle the landlord 
 to distrain, or to be paid in full (c). For the landlord has 
 no right to distrain for, or to be paid in full, rent since the 
 winding-up where the liquidator has done nothing except 
 abstain from trying to get rid of the property, nor is it 
 sufficient that the liquidator has derived an indirect ad- 
 vantage from the demised property (d). 
 
 Where the liquidators repudiated the ownership of the 
 land by applying to the Court for leave to get rid of 
 the land, and gave notice to the tenant in occupation of 
 the land and to the owner of the rent-charge that they 
 repudiated the land, no subsequent claim was allowed for 
 rent accrued since the repudiation (e). 
 
 Where rent is due in advance the same principle applies ; 
 the landlord is only entitled to be paid in full for such time 
 as the liquidator continues in beneficial occupation, and he 
 must prove for the balance (/). 
 
 The word "sequestration" in s. 1G3 applies to the land- 
 lord's right of sequestration to secure rent given him by 
 the Scotch law, and renders it void to all intents (g). 
 Such sequestration is also a " proceeding " within s. 87 (/*)• 
 
 The case is different where the landlord seeks to proceed 
 by re-entry instead of by distress (?) ; and if there is a pro- 
 viso for re-entry on non-payment of rent or in case of a 
 winding-up, and the landlord applies for payment of the 
 rent in full or for leave to re-enter, then if the company 
 desire to hold the estate they must satisfy the legal con- 
 dition and pay the whole rent in full which became payable 
 
 (a) Per Fry, L. J., National 
 Arms, Ac, Co., 2d Oh. D. 474; 
 and see the cases as to rates, post, 
 p. 72. 
 
 (b) Progress Assce. Co., supra ; 
 Bridgewater Engineering Co.,stq>ra. 
 
 (c) Oak Pits Colliery Co., 21 
 Ch. D. 322. 
 
 (d) lb. Re House and Land 
 Investment Trust, 42 W. R. 572. 
 
 (e) Blackburn Building Society, 
 
 Chap. V. 
 
 Actions, 
 Execu- 
 tion, 
 
 Distress, 
 &c. 
 
 42 Ch. D. 343. 
 
 (/) Shachell v. Chorlton [1895], 
 1 Cb. 378. 
 
 (y) Wanzer, Ld. (1891), 1 Ch. 
 305. 
 
 (A) lb., -where leave to proceed 
 with the sequestration was given 
 on terms. 
 
 ((') See the remarks of Fry, J., 
 in South Kensington Stores, supra, 
 at p. 166, and infra.
 
 70 
 
 Distress. 
 
 A< TIONS, 
 
 Execu- 
 tion, 
 
 I >1 STRESS 
 
 &c. 
 
 Chap. V. after the commencement of the winding-up, whether the 
 rent was duo for possession enjoyed before or after the 
 commencement of the winding-up (a). And if the property 
 is valuable, an application against the liquidator to give 
 up possession may secure the payment of any rent in 
 arrear (b). The landlord will not be prevented from i 
 cising this legal right, in order to give time for a recon- 
 struction of the company (c). 
 
 When, in a winding-up, a landlord comes to the Court 
 asking for the possession of property which is under the 
 control of the Court, and the claim is one against which 
 the liquidator would have no defence, the right course is 
 to order the liquidator to give up possession (</). So, 
 where no question arises as to the construction of a proviso 
 for re-entry, which clearly reserves to the landlord a right 
 to re-enter on the making of a winding-up order, the Court 
 will order possession to be given to him, and would not 
 put him to the useless expense of bringing an action to 
 which there was no defence (e). 
 
 The liquidator could not, it would seem, be made per- 
 sonally liable for the rent (/). 
 
 Although a lessor be restrained from distraining, he can 
 prove in the winding-up. 
 
 S. 163 only applies where the landlord is a creditor of 
 the company, and not where there is no privity between 
 the lessor and the company, as in the case of the company 
 being only under-lessees, or only equitable owners of the 
 premises (//), as where the lease is granted to trustees for 
 the company (/<). In such a case the landlord cannot 
 
 (a) Jb., and see Silkstone and 
 Dodworth Coal Co., 17 Ch. D. 158. 
 Quwre, as to rent payable before 
 the winding-up. See these cases ; 
 and Pref. Payments in Bankruptcy 
 Act, 1888, supra. 
 
 (b) General Share Co. v. Wetley 
 Brick Co., 20 Ch. D. 260. 
 
 (c) New North Staffordshire, 
 &c, Coal Co., W. N. 1884, p. 106. 
 
 (d) See the remarks of Jesse], 
 M.E., in General Share Co. v. 
 Wetley Brick Co., 20 Ch. D. 260, 
 267, which see also as to the mean- 
 ing of " if the company shall be 
 wound up." 
 
 (e) lb. 
 
 (/) See TT earmouth Crown 
 Glass Co., 19 Ch. D. 640, at p. 
 642. See Graham v. Edge, 20 
 
 Q. B. D. 683. He has no power to 
 disclaim, Mann's Case, 36 L. T. 439. 
 
 (g) Traders' North Staffordshire 
 Co., 19 Eq. 60 ; Lundy Gr< 
 Co., Ex j'. ffeavan, 6 Cb. _ ; 
 Exhall Coal Co., 4 De G. J. & S. 
 377, and see 34 L. J. Ch. 123. See 
 irimsaran Coal Co., W. 2s". 1876, 
 p. 214, as to the owner of a tithe- 
 rent charge, and Bailey v. Badham, 
 30 Ch. D. 84. 
 
 (h) See cases in last note, and see 
 Carriage Co-operative Assoc, Ex 
 p. Clemence, infra ; Bumble v. 
 Hunter, 12 Q. B. 310; Eden v. 
 Blake, 13 M. & W. 614. As to 
 the right of trustees of lease to 
 indemnity, see Exhall Mining Co., 
 35 Beav. 449.
 
 Distress. Bates, Taxes, &c. 
 
 71 
 
 obtain leave to prove against the company, for he is not Chap. V. 
 
 a creditor of the company at all ; and he can distrain on 
 
 any goods he may find upon the land (a). Actions, 
 
 Where, however, the company were under-tenants, and ExECU - 
 the landlord had accepted a promissory note of the company j) IST ' KE8g 
 as collateral security, which was dishonoured, and he had & c , 
 
 a right to prove on it, it was held that the landlord might 
 
 distrain (b). This decision, however, has been doubted in 
 a later case, and seems to be wrong on principle (c). 
 Where debenture-holders have a charge on the property of 
 a company for a sum exceeding the full value of the property, 
 the landlord may distrain, because the " estate and effects " 
 on which such distress is levied are in fact the property of 
 the debenture-holders, and not of the company, and there- 
 fore s. 163 does not apply (d). The fact that the debenture- 
 holders are willing and offer to release their security, and 
 stand as general creditors, makes no difference in the land- 
 lord's right (d). 
 
 As in the case of executions, &c, s. 163 is qualified by 
 s. 87 with respect to distress, and a distress must be 
 sanctioned by the Court under the latter section (e). 
 
 A mortgagee, where the mortgage contains an attorn- 
 ment clause, cannot now distrain ; the power of distress is 
 void, as being an unregistered Bill of Sale (/). 
 
 Rates, taxes, &c. — It was held that the rule in bank- 
 ruptcy giving local rates due from the bankrupt priority 
 over his other debts did not apply, under s. 10 of the 
 Judicature Act, 1875, to the case of a company in liquida- 
 tion (g) ; and that rates were different from rent, and 
 
 (a) Traders' North Staffordshire 
 Co., supra ; Regent, &c., Stores, 8 
 Ch. D. 616 ; and see other cases 
 cited, p. 70, note (7). 
 
 (b) Carriage Co-operative Ass., 
 Ex p. Clemence, 23 Ch. D. 154. 
 
 (c) New City Constitutional 
 Club Co., Ex p. Purssell, 34 Ch. D. 
 646. 
 
 (d) New City Constitutional 
 Club Co., Exp. Purssell, 34 Ch. D. 
 646. The Court gave no opinion 
 on the question whether the land- 
 lord could have distrained if the 
 debenture-holders had been out of 
 the way. 
 
 (e) Traders' 1 North Staffordshire 
 Co., see supra, p. 65. See Dry 
 Docks Corp. of London, 39 Ch. D. 
 
 306 ; and see cases under notes 
 (d) and (a), ante, p. 65,66. 
 
 (/) Green v. Marsh [1892], 
 Q. B. 330; In re Willis, Ex p. 
 Kennedy, 21 Q. B. D. 384; over- 
 rulin 1, lie Brown, Bayley, & Dixon, 
 IS Ch. 1). 649 ; Stockton Iron Co., 
 10 Ch. D. 335 ; Lancashire Cotton 
 Spinning Co., Ex p. Carnelley, '60 
 Ch. D. 656. 
 
 (g) Albion Steel Co., 7 Ch. D. 
 547 ; Printing, &c, Registering 
 Co., 8 Ch. D. 535. See West 
 Hartlepool Iron Co., 34 L. T. 568 
 (where it was decided that the 
 possession of the liquidator was 
 merely possession and occupation, 
 and not enjoyment), and Withern- 
 sea Brickworks, 16 Ch. D. 337.
 
 72 
 
 Rates, Taxes, tCc. 
 
 Actions, 
 Execu- 
 tion, 
 Distress 
 &c. 
 
 Chap. V. were not apportionable under the Apportionment Act, 
 1870 (a). 
 
 But now, by the Preferential Payments in Bankruptcy 
 Act, 1888, in the distribution of the assets of any company 
 being wound up from 1889, all parochial or other local 
 rates due from the company at the date of the commence- 
 ment of the winding-up, and having become due and pay- 
 able within twelve months next before that time, and all 
 assessed taxes, land tax, property or income tax assessed 
 on the company up to the 5th day of April next before the 
 date of the commencement of the winding-up, and not 
 exceeding in the whole one year's assessment, are to be 
 paid in priority to all other debts ; subject, however, to 
 the other provisions of the Act, which will be found in the 
 Appendix. 
 
 The decisions relating to the landlord's right to distrain 
 for rent after a winding-up have already been referred to, 
 and should be considered in cases with regard to rates 
 made after that period. The true test to be applied, in 
 order to ascertain whether rates ought to be paid in full in 
 respect of property of a company possession of which has 
 been retained by a liquidator, is whether there has been 
 a " beneficial occupation " within the meaning of the rating 
 statutes (b). Eates, therefore, have been ordered to be 
 paid in full where the Court made an order that the 
 liquidator should be allowed to carry on the business with, 
 a view to its sale as a going concern, although the business 
 was carried on with no profit at all (c). So, also, where 
 there were contracts and work to be completed, and the 
 occupation by the company was continued in order to 
 complete the same, and with a view to the more advan- 
 tageous realization of its assets (d). And even where a 
 caretaker is employed by the liquidator to take possession 
 of the company's business premises and the plant thereon 
 to prevent trespass and injury, though the business is not 
 carried on, and there is no intention to sell as a going 
 concern (c). The same principles will guide the discretion 
 of the Court, whether the application is in the shape of an 
 
 (a) Wearmouth Crown Glass 
 ( 'o, 19 Ch. D. 640. 
 
 (b) Blazer Fire Lighter, Ld. 
 [1895], 1 Ch. 402 ; National Arms, 
 &c, Co., 28 Ch. D. 474 (where the 
 case of West Hartlepool Iron Co., 
 supra, was doubted); International 
 Marine Hydropathic Co., 28 Ch. D. 
 
 470. 
 
 (c) Inter national Marine Hydro- 
 pathic Co., supra. 
 
 {d) National Arms, &c, Co., 
 supra. 
 
 (e) Blazer Fire Lighter, Ld. t 
 supra.
 
 The Crown. 
 
 73 
 
 application for leave to distrain, or of an application for chap. V. 
 
 payment (a). 
 
 Where the liquidator, being in possession, does not Actions, 
 appeal against the assessment, the Court will not refuse to Execu- 
 order payment of the rate in full on the ground of its being ™ N ' 
 too high, except, perhaps, in extreme cases (a). & Ci 
 
 The Crown. — The provisions of the Bankruptcy Act, 
 1883, which take away the priority of the Crown over other 
 creditors in the distribution of assets in bankruptcy, have 
 not, by virtue of the assimilating provisions contained in 
 s. 10 of the Judicature Act, 1875, been incorporated into the 
 Companies Act, 1862, so as to bar the prerogative right of 
 the Crown to issue process, and thus to obtain payment in 
 full, in priority over other creditors, in respect of a debt 
 due from a company in course of liquidation (6). The 
 Postmaster-General, on behalf of the Crown, has been held 
 to be entitled to payment in priority over other creditors 
 of a bank of the balance due upon the letter-receivers' 
 accounts in respect of Post-Office moneys (c). 
 
 See now the provisions of the Preferential Payments in 
 Bankruptcy Act, 1888, supra, as to taxes. 
 
 Companies not formed under the Act. — In the case of a 
 company not formed under the Act, as creditors may be 
 entitled to proceed against members individually, a similar 
 provision is made with respect to actions or proceedings 
 commenced or proceeded with against any contributory 
 as such (d), in respect of any debt of the company (e). 
 Where proceedings are pending for winding up an un- 
 registered company, all the provisions of Part IV. of the 
 Act of 1862, other than those expressly excepted, are 
 applicable ; and applications can be made under ss. 85, 87, 
 or 163 (/). 
 
 (a) National Arms, &c, Co., 
 supra. 
 
 (b) Oriental Bank Corp., Ex 
 p. Crown, 28 Ch. D. 643. See 
 Exchange Bank of Canada v. The 
 Queen, 11 App. Cas. 157; Henley 
 & Co., 9 Ch. D. 469 ; English Joint 
 Stock Bank, W. N. 1866, p. 199 ; 
 Ex p. Postmaster General, 10 Ch. 
 D. 595. But see Regent United 
 Service Stores, 38 L. T. 130, where 
 collector of Queen's taxes re- 
 strained. As to the right of the 
 Crown in proceedings by distress, 
 see Att.-Gen. v. Leonard, 38 Ch. 
 
 D. 622. 
 
 (c) West London Commercial 
 Bank, 38 Ch. D. 364; Bex v. 
 Ward, 2 Ex. 301, n., followed. 
 
 (cl) South of France, <&c, Syndi- 
 cate, 37 L. T. 260. 
 
 (e) See ss. 198, 201, 202 ; Lan- 
 yon v. Smith, 3 B. & Sm. 938. As 
 to companies registered under Part 
 VII. of the Act of 1862, see ss. 
 197, 198, and Gray v. Raper, L. E. 
 1 C. P. 694. 
 
 (/) Rudow v. Great Britain, 
 &c, Ass. Soc. 17 Ch. D. 600.
 
 74 Practice on Applications to Restrain. 
 
 Chap. V. As to a vesting order where an unregistered company 
 
 has no power to sue and be sued in a common name, see 
 
 Actions, s . 203. 
 
 !^ :v ~ S. 197 (Appendix) sets out the powers of the Court to 
 
 Distress restrain proceedings in the case of companies authorized 
 &c. ' to register under the Act ; and ss. 199 to 201 those which 
 
 relate to unregistered companies. It will he observed that 
 
 by s. 201 a creditor only is entitled to apply. Debts 
 contracted before registration cannot be affected by the 
 registration or order to wind up. 
 
 Practice on applications to restrain. — The practice as to 
 applications to restrain under the circumstances just 
 mentioned, and the Court to which such applications 
 should be made, will be found at p. GO ; and as to appli- 
 cations for leave to proceed, at pp. GO, Gl. 
 
 If the execution is on a judgment in an action pending 
 in any other division than the Chancery Division, it is 
 necessary that the action should be in the first place trans- 
 ferred to the judge in whose Court the winding-up is 
 pending, in the manner previously explained in this chapter 
 before an application can be made in the winding-up ; and 
 until such transfer, the application is made in the action 
 to the particular division in which it is pending. This 
 practice in the case of windings-up by the Court under the 
 Act of 1890, is not affected by the provisions of s. 32, 
 sub-s. (2) of that Act. If execution be put in after a reso- 
 lution to wind up has been passed, the licpuidator should 
 not appear as claimant in interpleader proceedings, but 
 should apply to the Court for a stay (a). 
 
 Where a receiver has been appointed in a debenture- 
 holder's action, an application to distrain should be in- 
 tituled in the action and in the Companies Acts, and the 
 matter of the winding-up. The receiver should not be 
 served (b). 
 
 The practice above mentioned applies equally to a wind- 
 ing-up voluntarily or under supervision. 
 
 An application to enforce an undertaking to be answer- 
 able in damages, given on the granting of an injunction, 
 ought to be made within a reasonable time after it is 
 ascertained that this injunction has been improperly 
 granted (c). 
 
 (a) Westhury v. Twvjg & Co. Brick Co., 20 Ch. D. 260. See this 
 [1892], 1 Q. B. 77. case as to form of application. 
 
 (b) Gentral Share Co. v. Wetkij (c) Exp. Hall, 23 Ch. D. 644.
 
 Costs. 
 
 75 
 
 Actions, 
 Execu- 
 tion, 
 
 Costs in respect to ss. 85, 87, and 163. — Where a plaintiff, Chap. V. 
 who has obtained leave to bring an action against a com- 
 pany in liquidation, is successful, and obtains a verdict 
 which carries costs, he is entitled, as a rule, to have his 
 costs of the action, and also his costs of the application for Dktees 
 leave to bring the action, paid in full out of the assets &c. 
 
 of the company, as well as any costs of an application to 
 
 establish such right (a). 
 
 The costs of the application must be paid by the creditor 
 if leave to proceed has been refused (b). But an exception 
 may be made if the creditor has been hardly dealt with by 
 the company (c). No costs incurred after a winding-up can 
 be recovered if leave has not been obtained. The Court 
 has no jurisdiction to order payment out of the assets of 
 costs incurred by shareholders not representing the com- 
 pany who have commenced an action on their own respon- 
 sibility, and have continued it without leave in the 
 winding-up (d). 
 
 If an action or execution is restrained and stayed on the 
 application of the company, all that a creditor can do is to 
 add his costs to his debt (e). 
 
 A mortgagee is entitled to all his costs properly incurred 
 in enforcing his security (/). 
 
 A creditor may bring an action after a voluntary winding- 
 up, as he has no means of establishing his claim ; but 
 if he commences or proceeds with an action, he can only 
 be admitted to prove for the costs of the action, and of the 
 application to stay execution as an appendage to the 
 debt (g). But where a creditor, after notice of the wind- 
 ing-up, and an offer to allow him to prove for his debt and 
 costs, goes on with the action, he may not be allowed to 
 add to his debt his costs of appearing on an application to 
 stay proceedings (It). Whether apart from recent legisla- 
 tion there was jurisdiction to order the creditor to pay 
 
 brick Co., 17 Eq. 268. 
 
 (/) See as to mortgagee's costs in 
 
 (a) Bailey & Leethani's Case, 
 8 Eq. 94. See p. 237, as to costs 
 in general. 
 
 (b) See the cases in this chapter 
 under the foregoing paragraphs. 
 
 (c) Dimson's Estate Fire-clay 
 Co., 19 Eq. 202. 
 
 (d) Hull Central Drapery Com- 
 pany, 15 Ch. D. 326. 
 
 (e) Keynsham Co., 33 Beav. 123; 
 Wilson v. Natal Investment Co., 
 36 L. J. Ch. 312 ; Life Ass. of Eng- 
 land, 34 L. J. Ch. 64 ; Hill Pottery 
 Co., 1 Eq. 619 ; Plas-yn-Mhowys 
 Coal Co., 4 Eq. 68y; Poole Fire- 
 
 general, p. 253, and Rio Grand Do 
 Sul Steam Co., 5 Ch. D. 282. 
 
 (g) Poole Fire-brick Co., supra, 
 following the decisions of Lord 
 Komilly in Re Keynsham Co., 
 supra ; Life Ass. of England, supra ; 
 Peninsular Banking Co., 35 Beav. 
 280. 
 
 (A) Rose v. Gardden Lodge Coal 
 Co., 3 Q. B. D. 235 ; Walker v. 
 Banagher Distillery Co., 1 Q. B. D. 
 129.
 
 76 
 
 Costs. 
 
 Chap. V. the costs of the application to stay, was not quite clear (a) ; 
 but now, under s. 5 of the Judicature Act, 1890, the Court 
 has a discretionary jurisdiction over the costs of all appli- 
 cations, and can now order the creditor to pay the costs of 
 the application (b). 
 
 Actions, 
 Execu- 
 tion, 
 1 Distress, 
 
 &c. 
 
 (a) lb. ; Peninsular Banking 
 Co., supra; East Kent Shipping. 
 <£c, Co., 18 L. T. 748. 
 
 (b) Freeman v. Genera' /' - 
 lishing Co. [1894], 2 Q. B. 380.
 
 Commencement of Winding-up. 
 
 77 
 
 CHAPTER VI. 
 
 EFFECT OF WINDING-UP ON DISPOSITIONS OF PROPERTY. 
 
 What is the commencement of wind- 
 ing-up. 
 Lien. 
 Fraudulent agreements. 
 
 Bills of sale. 
 
 Effect of winding-up. 
 
 Transfer of shares after winding-up. 
 
 Company limited by guarantee. 
 
 What is the commencement of winding-up. — It is very im- 
 portant to consider when winding-up commences, as all 
 dispositions of the company's property, and all changes in 
 the status of members, become at that time subject to the 
 discretionary power of the Court as to setting aside or con- 
 firming the same. The winding-up of a company by the 
 Court commences on the presentation of the petition (a) ; 
 and where there are several petitions, it is important that 
 an order should be made on the first presented. 
 
 As a rule, the first appearance of the advertisement 
 determines, ipso facto, the position of all parties, and must 
 be treated as notice to all the world (b). But this pre- 
 sumption would not arise where a reasonable time has not 
 elapsed, sufficient to impute a knowledge of the publica- 
 tion (c) ; as, for instance, in the case of a distant island 
 where it was impossible to have had notice (cl). Subject 
 to these remarks, from the day on which the advertisement 
 appears all parties are bound, but up to that time it is 
 open to all parties to deal exactly as if the company were 
 not certain to be wound up ; assuming, of course, the 
 transaction to be perfectly bond fide in the strictest sense 
 of the term (c). If more than one petition is presented, 
 
 Chap. 
 VI. 
 
 Effect 
 of Wind- 
 ing-up 
 on Dispo- 
 sitions of 
 
 PRO- 
 PERTY. 
 
 (a) S. 84. Where a supervision 
 order is made, see post, p. 404. See 
 ante, p. 41. As to a voluntary 
 winding-up, see post, p. 404, and see 
 s. 130. As to life insurance com- 
 panies, see 35 & 36 Vict. c. 41, 
 s. 4. 
 
 (6) Emmersoii's Case, London, 
 Hamburg, &c, Bank, 2 Eq. 231 ; 
 ib. 1 Ch. 433. 
 
 (c) National Bank Case {Eur. 
 
 Arb.), L. T. 92 ; Empire Ass. Corp., 
 16 L. T. 341. 
 
 (d) Oriental Bank Corp., Ex p. 
 Guilleviin, 28 Ch. D. 634. 
 
 (e) Emmerson's Case, supra, at 
 p. 124. As to the effect on notices 
 to be given under a contract, see 
 Asphaltic Wood Pavement Co., Lee 
 and Chapman's Case, 30 Ch. D. 
 216.
 
 78 
 
 Commencement of Winding-up'. 
 
 Chap. 
 VI. 
 
 Effect 
 of Wind- 
 
 IXG-UP 
 
 on Dispo 
 
 sitions of one (h). 
 
 the commencement of the winding-up dates from the 
 earliest (a). 
 
 The voluntary winding-up of a company commences on 
 the date of the extraordinary resolution, if the resolution 
 he simply an extraordinary one; or on the date of the 
 confirmatory resolution, if the resolution he a special 
 
 Pro- 
 perty. 
 
 If the voluntary winding-up is continued under the super- 
 vision of the Court, the date of the commencement of the 
 winding-up remains unaltered. 
 
 But if after a voluntary winding-up a compulsory order is 
 made, the date of the commencement of the winding-up is 
 the date of the presentation of the petition, not the date of 
 the resolution (<•). All previous proceedings are not, how- 
 ever, avoided, ab initio (d). Where after a supervision order 
 a compulsory order is made, it has been held that the com- 
 mencement is the date of the voluntary resolutions, not 
 the date of the petition (<■)• 
 
 As to life insurance companies, s. 4 of the Life Assurance 
 Companies Act, 1872 (/), provides for the winding-up of a 
 subsidiary company to be ancillary to the winding-up of 
 the principal company, and the commencement of the 
 winding-up of the principal company is, save as otherwise 
 ordered by the Court, to be the commencement of the 
 winding-up of the subsidiary company. 
 
 Lien.— It has been held that a winding-up order puts an 
 end to an agreement for a general lien as regards goods 
 acquired by the company, and sent, after the winding-up 
 order by the liquidator, and that such goods were not the 
 goods of the company (g). But this decision was not 
 followed in a recent case (h). In another case where the 
 goods were sent by the liquidator after the presentation of 
 
 (o) Kent v. Freehold Land, &c, 
 Co., 3 Ch. 493 ; United Ports Ins. 
 Co., 39 L. J. Ch. 146, not followed 
 in Building Soc. Trust, 44 Ch. D. 
 140. 
 
 (b) S. 130. Davies' Case, 6 
 Eq. 232 ; Weston's Case, 4 Ch. 20. 
 
 (c) Taurine Co., 25 Ch. D. 118 ; 
 New York Exchange, 39 Ch. D. 415. 
 
 (d) Thomas v. Patent Lionite 
 Co., 17 Ch. D. 250. 
 
 (e) United Service Co., 7 Eq. 76 ; 
 sed qucere, see Taurine Co., supra, 
 where this case was much criticized. 
 
 (/) 35 & 36 Vict. c. 41, s. 4. 
 
 (g) Wiltshire Iron Co. v. G. TT. 
 By. Co., L. E. 6 Q. B. 101, 776. 
 Doubts have been expressed as to 
 the grounds of this decision ; see 
 Lindley, 668 (5th ed.). See Gor- 
 ringe v. Irwell India Bubber, &c, 
 Works, 34 Ch. D. 128. Cf. English 
 Joint Stock Bank, 3 Eq. 341. A 
 salaried agent entrusted with goods 
 for sale held not to be a factor, 
 Hermann Loog, Ld., W. N. 1887, 
 p. 180, but order varied on appeal, 
 see W. N. 1887, p. 191. 
 
 (li) Llangennech Coal Co., 56 L. 
 T. 475.
 
 Lien. 
 
 79 
 
 the petition, but before the winding-up order, the lien was 
 held to be still good (a). 
 
 The lien on property in the possession of a creditor 
 before the commencement of the winding-up is not put an 
 end to by the winding-up (b). But after the commence- 
 ment of the winding-up, a lien cannot be acquired (c). 
 
 A voluntary winding-up does not differ from any other 
 winding-up as regards any lien claimed on property coming 
 into the possession of the creditor after the passing of the 
 resolution (d). 
 
 The company's solicitor before the winding-up can claim 
 a lien on documents relating to allotments of shares and 
 the like which have come to his hands before the pre- 
 sentation of the petition, but he must deliver up to the 
 liquidator, subject to his lien, the share register and 
 mmute-book, or other documents which have come to his 
 hands after the presentation of the petition but before the 
 winding-up order (e). He cannot claim a lien for costs 
 incurred before incorporation of the company (/). 
 
 Fraudulent agreements. — If a person enters into a fraudu- 
 lent agreement with a company to enable it to have a 
 fictitious credit, and places money to its credit under such 
 agreement, he cannot, after a winding-up, claim to have 
 any balance paid to him (</). 
 
 As to fraudulent preference, see infra. 
 
 Bills of sale. — As to bills of sale, and registering deben- 
 tures as bills of sale, see Chapter VII., p. 107. 
 
 Effect of winding-up. — Where a company is being wound 
 up by the Court, or subject to its supervision, all disposi- 
 tions of the company's property, or transfers of shares, and 
 alterations in the status of its members (h) made between 
 the commencement of the winding-up and the order are, 
 unless the Court otherwise orders, void (i). The applica- 
 tion will, in general, be made by summons. Any disposition 
 
 (a) Northfield Iron Co., 14 L. T. 
 695. See Pavtfs Fabric Co., 1 Ch. 
 D. 031, as to the lien of an agent 
 on goods for amount of bills. 
 
 (b) lb. 
 
 (c) See Capital Fire Ins. Assoc, 
 24 Ch. D. 408. 
 
 (d) North West of Ireland Deep 
 Sea Fishery Co., W. N. 1872, p. 
 11 ; Pavijs Fabric Co., supra. As 
 to property in a foreign country, 
 see South Eastern of Portugal Ry. 
 
 Co., 17 W. E. 982. See Brentwood 
 Brick, (fee, Co., 4 Ch. D. 562, as to 
 a contract excluding vendor's lien. 
 
 (e) Capital Fire Ins. Assoc, 24. 
 Ch. D. 408. 
 
 (/) Re Gotland, 31 Ch. D. 296. 
 
 (g) Great Berlin Steamboat Co., 
 26 Ch. D. 616. 
 
 (/t) See Barge's Case, 5 Eq. 420, 
 as to what is considered an altera- 
 tion of status. 
 
 (0 S. 153. See ss. 131, 163, 164. 
 
 Chap. 
 VI. 
 
 Effect 
 of Wind- 
 ing-up 
 on Dispo- 
 sitions of 
 Pro- 
 perty.
 
 80 
 
 Transfer of Shares after Winding-up. 
 
 Chap. 
 VI. 
 
 Effect 
 of Wind- 
 ing-up 
 on Dispo- 
 sitions OF 
 Pro- 
 perty. 
 
 of property after the winding-up order can only be validly 
 made by the liquidator or the Court (a). 
 
 So, where a company is wound up voluntarily, the com- 
 pany ceases to carry on business except for the purpose of 
 the winding-up, and all transfers of shares, except transfers 
 made to or with the sanction of the liquidators, or altera- 
 tion in the status of the members taking place after the 
 commencement of the winding-up, are void (b). But the 
 retrospective effect of a compulsory order would not, it 
 seems probable, make void all dispositions of the com- 
 pany's property by liquidators in a voluntary winding-up 
 before the order (c). 
 
 Transfer of shares after winding-up. — See post, Chapter 
 
 VIII., p. 137. 
 
 S. 153 applies to dispositions by the company of its 
 property, and not to payments to the company (<l) ; or to 
 a transfer of shares to it (e). 
 
 S. 114, as to a petition being lis pendt ns, is now repealed 
 by 30 & 31 Vict. c. 47, s. 1, as superfluous. 
 
 The Court will make valid any transactions in the ordinary 
 course of trade, and dispositions of property by sale, mort- 
 gage, or any other means, which are completed bond fide 
 between the presentation of the petition and the winding- 
 up order (/) ; but if the contract is executory and incom- 
 plete at the date of the winding-up order, the Court has 
 no discretion to order it to be performed. And where, in 
 a contract for sale, the property has not passed, all that 
 the purchaser can do is to prove for damages (g). 
 
 So, also, the Court may confirm bond fide transfers of 
 shares completed before the order, in ignorance of the 
 presentation of the petition, but an incomplete contract 
 will not be enforced (/;)• 
 
 (a) See s. 95. 
 
 (b) S. 131. See further as to 
 the effect of voluntary winding-up, 
 post, Tart III., Chap. I. 
 
 (c) See Thomas v. Patent Lionite 
 Co., 17 Ch. D. 250, and cf. s. 151. 
 
 (d) Mersey Steel, etc., Co., v. 
 Naylor, 9 Q. B. D. 618, 665, on ap. 
 see infra. As to payroeuts by one 
 company for another after the latter 
 had been wound up being bad, see 
 United Ports Insce. Co., 25 W. R. 
 580. 
 
 (e) Contract Corp., 3 Ch. 105. 
 (J) Wiltshire Iron Co., Ex p. 
 
 Pearson, 3 Ch. 413 ; Cibbs and 
 
 West's Case, 10 Eq. 312 (charge 
 given to banker on calls confirmed). 
 An acceptance of a bill of exchange 
 by a director, is not a disposition 
 of property, and cannot be declared 
 valid: BolugnesCs Case, 5 Ch. 
 567. As to a contract for delivery 
 of goods by instalments, see Mersey 
 Steel, &c, Co. v. Naylor & Co., 9 
 App. Cas. 43 1. As to payment for 
 goods, see Civil Service and General 
 Store, infra. 
 
 (g) lb. See Oriental Bank 
 Corp., Ex p. Guillemin, infra. 
 
 (h) Emmerson , s Case, London, 
 Hamburg, dc, Bank, 2 Eq. 231 ;
 
 Reputed Ownership. 
 
 81 
 
 Chap. 
 VI. 
 
 Effect 
 of Wind- 
 ing-up 
 on Dispo- 
 sitions OF 
 
 A contract entered into at a distant foreign branch of a 
 banking company, after presentation of a petition and 
 appointment of a provisional liquidator in England, but 
 before any notice of the stoppage of the bank in London, 
 and before the date of the winding-up order, is not invali- 
 dated by s. 153 of the Act ; and accordingly the creditors 
 in respect of such transaction are not entitled to have 
 their money refunded as on the footing of a void transac- Pro- 
 tion, but can only prove for the amount under the winding- perty. 
 up pari passu with the other creditors (a). The Com- 
 panies Act, 1862, does not contain any provisions corre- 
 sponding in terms with those contained in the Bankruptcy 
 Act, 1883 (6). 
 
 The combined effect of s. 153 of the Act of 1862, and 
 s. 10 of the Act of 1890 (c), is to make directors prima facie 
 liable for all moneys of the company expended by them, not 
 in the ordinary course of business, since the commence- 
 ment of the winding-up (d). 
 
 S. 10 of the Judicature Act, 1875, does not let in the 
 bankruptcy rules as to reputed ownership and order and 
 disposition (e). Nor as to unregistered bills of sale (/). 
 Where, therefore, S. & Co. held an acceptance of a com- 
 pany which they could not meet, and, as security, the 
 company, on the 23rd January, sent S. & Co. a letter 
 saying, " We hold at your disposal the sum of about £425 
 due from C. for goods delivered by us to them up to the 
 31st December, 1884, until the balance of our acceptance 
 for £660 has been paid ; " and on the 5th February 
 
 ib. 1 Ch. 433. But see however 
 now as to the date of stoppage, the 
 Glasgow Bank Cases, 4 App. Cas. 
 548, 615, 625. See Walker's Case, 
 2 Eq. 554. And see Budge v. 
 Bowman, L. E. 3 Q. B. 689 ; Chap- 
 man v. Shepherd, L. B. 2 C. P. 228, 
 as to s. 153 not abrogating the rules 
 of the Stock Exchange, and as to 
 the contract as between buyer and 
 seller. As to registration not being 
 affected by s. 153, see Ex p. Con- 
 tract Corp., 3 Ch. 105 ; Ward and 
 Garfifs Case, 4 Eq. 189. See post, 
 p. 139, as to the effect of the urder 
 on transfers of shares. As to a 
 trustee in bankruptcy disclaiming 
 shares, see post, p. 150. As to an 
 advance by shareholders being 
 arranged to ba for calls in case of 
 winding-up, see Barge's Case, 
 E.W. 
 
 supra. 
 
 (a) Oriental Bank Corp., Ex p. 
 Guillemin, 28 Ch. D. 634. 
 
 (6) 46 & 47 Vict. c. 52, s. 37, 
 sub-s. 2 and 3, and s. 49. 
 
 (c) Eormerly s. 165 of the Act 
 of 1862, but now repealed by the 
 above Act. 
 
 (d) Neath Harbour Smelting 
 Works (inquiry instead of account 
 afterwards arranged) ; 56 L. T. 
 727. 
 
 (e) Crumlin Viaduct Works 
 Co., 11 Ch. D. 755 ; Gorringe v. 
 I r well India-Rubber, &c., Works, 
 34 Ch. D. 128. 
 
 (/) Be Knott, 7 Ch. D. 549, n. 
 See Wither nsea Brickworks, 16 
 Ch. D. 337 ; Re Count d'Epineuil, 
 20 Ch. D. 217. 
 
 G
 
 82 
 
 Payments made after Commencement. 
 
 Chap. 
 VI. 
 
 Effect 
 of Wind- 
 ing-up 
 on Dispo- 
 sitions of 
 Pro- 
 
 PETvTY. 
 
 S. & Co. gave C. notice of the assignment, but on the 
 2nd February a petition was presented for the winding-up 
 of the company, and on the 25th a winding-up order was 
 made, it was held that S. & Co. were entitled to any sum 
 due to the company from C. to the extent of £425, as no 
 notice was necessary, as between assignor and assignee, 
 to perfect the assignment ; therefore the assignment was 
 complete before the winding-up, and s. 153 of the Corn- 
 panes Act, 1862, did not apply ; and also that the bank- 
 ruptcy rule as to reputed ownership was not imported 
 into the winding-up by s. 10 of the Judicature Act, 
 1875 (a). 
 
 Payment by a company, after the commencement of the 
 winding-up, of a debt previously due to a creditor who is 
 ignorant of the petition, is not, even in the case of a per- 
 fectly bond fide debt of the company, a transaction to which 
 the Court will give validity (/>). 
 
 Where a creditor, having presented a petition, was paid 
 part of his debt, but did not receive the balance on the day 
 fixed, and proceeded with his petition, and a winding-up 
 order was made upon that and another petition, the 
 creditor was compelled to repay the money so received by 
 him (c). The above rule, however, was not adhered to in a 
 case where the payment was made on the morning of the 
 day after the publication of the advertisement in the 
 Gazette (d). 
 
 Any conveyance or assignment, made by a company, 
 formed under the Act of 1862, of all its estates and effects 
 to trustees for the benefit of all its creditors, is void in every 
 respect (e). 
 
 The doctrines of undue or fraudulent preference are ap- 
 plicable to a company which is being wound up under the 
 Act ; and conveyances or other acts relating to property by 
 a company, which in the case of an individual trader 
 would, in the event of his bankruptcy, be deemed to be 
 by way of fraudulent preference, are, if the company be 
 wound up, invalid (/), and this is so even in cases where 
 
 (a) Gorringe v. Irwell India- 
 Rubber, &c, Works, supra. 
 
 (b) Civil Service and General 
 Store, 57 L. J. Ch. 119. See United 
 Ports Insce. Co., 25 W. K. 580, as 
 to payment by another company 
 on behalf of the company being 
 wound up. 
 
 (c) Liverpool Civil Service Assoc, 
 
 Ex p. Greenwood, 9 Ch. 511. 
 
 (d) National Bank's Case (Eur. 
 Arb.), L. T. 92. See post, p. 242, 
 as to notice. 
 
 (e) S. 164. 
 
 (/) S. 164 ; see s. 153. See 
 Daly cfc Co., 19 L. K. Ir. 83, for 
 instance of transactions declared 
 fraudulent.
 
 Fraudulent Preference. 
 
 83 
 
 under the bankruptcy law the transaction might be sus- 
 tained under the doctrine of mutual credits, for s. 164 of 
 the C. A. 1862 does not incorporate into that Act the 38th 
 section of the Bankruptcy Act, 1883 (a). 
 
 The law of bankruptcy for the time being is to be 
 applied (b). 
 
 S. 48 of the Bankruptcy Act, 1883 (c), is as follows : — 
 
 " Every conveyance or transfer of property, or charge thereon made, 
 every payment made, every obligation incurred, and every judicial pro- 
 ceeding taken or suffered by any person unable to pay his debts as they 
 become due from his own money, in favour of any creditor, or any 
 person in trust for any creditor, with a view of giving such creditor a 
 preference over the other creditors shall, if the person making, taking, 
 paying, or suffering the same is adjudged bankrupt on a bankruptcy 
 petition presented within three months after the date of making, taking, 
 paying, or suffering the same, be deemed fraudulent and void as against 
 the trustee in the bankruptcy. 
 
 " This section shall not affect the rights of any person making title in 
 good faith, and for valuable consideration through or under a creditor of 
 the bankrupt." 
 
 The conveyance of the whole of a company's property for 
 a past debt only must necessarily defeat creditors ; but 
 before a transaction (<1) amounting to a conveyance of a 
 part only can be impeached as a fraudulent preference, it 
 must be proved to have been — 
 
 (1.) Made with the substantial, effectual, or dominant view 
 of giving the creditor a preference (e). So that 
 if it, in fact, were made with a different view, 
 the transaction cannot be avoided, though made 
 without pressure ; as, for example, payments or 
 dealings in the course of business (/). For in 
 order to impeach any disposition of the company's 
 property as a fraudulent preference, it is necessary 
 that there should have been a contemplation of 
 winding-up, and no pressure by the creditor (g). 
 (2.) The company must have been unable to pay its 
 debts as they became due from its own moneys. 
 
 (a) Washington!) iamondMining 
 Co., Be [1893], 3 Ch. 95; Kent's 
 Case, 39 Ch. D. 259. 
 
 (b) See s. 153. 
 
 (c) 46 & 47 Vict. s. 52. 
 
 (d) As to a transaction not being 
 strictly a disposition of property, 
 see Re Marsden, 25 Ch. D. 311; 
 Land Development Assoc., Kent's 
 Case, infra. 
 
 (e) Ex p. Griffith, Be Wilcoxon, 
 23 Ch. D. 69 (see this case as to 
 
 the Court having regard only to the 
 statutory definition) ; Ex p. Hill, 
 Re Bird, 23 Ch. D. 695. 
 
 (/) Ex p. Taylor, Re Coldsmid, 
 18 Q. B. D. 295. See Willmott v. 
 London Celluloid Co., infra. Re 
 Mills, 58 L. T. 235, 871 ; Sharp 
 v. McHenrtj, 38 Ch. D. 447. 
 
 (g) Inns of Court Hotel Co., 6 
 Eq. 82 (a debenture case). See 
 Patent Eile Co., Ex p. Birmingham 
 Banking Co., 6 Ch. 83. 
 
 Chap. 
 VI. 
 
 Effect 
 of Wind- 
 ing-up 
 on Dispo- 
 sitions of 
 Pro- 
 perty.
 
 IXG-UP 
 
 iin' Dispo- 
 sitions 01 
 
 84 Fraudulent Preference. 
 
 Chap. (3-) There must have been a winding-up order on a peti- 
 yj ' tion presented within three months from the date 
 
 of the transaction (a). 
 
 Effect The doctrine of fraudulent preference can only be enforced 
 
 of Wind- f or the benefit of creditors in general ; and therefore the 
 rule in bankruptcy (//), that such doctrine cannot be en- 
 forced for the benefit of a single creditor or class of creditors, 
 Pro- " is applicable to the winding-up of a company. Consequently, 
 i'kktv. g. 164 confers no right upon a debenture-holder of a com- 
 
 " pany in liquidation to take proceedings on behalf of himself 
 
 and the other debenture-holders to set aside a transaction 
 on the ground of fraudulent preference (c). An action to 
 set aside such a transaction can be instituted in the name 
 of the company as plaintiff (d). 
 
 The presentation of the petition in the case of companies 
 wound up by the Court, or subject to its supervision, and 
 the resolution to wind up in the case of a voluntary 
 winding-up, are deemed to correspond with the act of 
 bankruptcy (e). 
 
 Such cases should be distinguished from those where it 
 is clear that the whole object is to prevent a winding-up, 
 for then there can be no fraudulent preference < 
 
 But under s. 4 ( .) of the Bankruptcy Act, 1883, bond 
 fide transactions without notice and for value are pro- 
 tected, and cannot be set aside as fraudulent prefer- 
 ences {g). 
 
 The pressure of a director, who is aware of the state of 
 affairs, and to whom security has been given by an in- 
 solvent company for a debt, is not such pressure as will 
 prevent the transaction being considered a fraudulent 
 preference (h) ; except in a case where the debt arises from 
 a contract which, by the articles, directors are allowed to 
 enter into with the company (i). And payment by directors 
 on account of shares, in order to relieve themselves of 
 
 (it) Liverpool and London Gua- debenture case) ; see abo Patent 
 
 rantee Co., 46 L. T. 54. As to a File Co., 6 Ch. 83, as to a deposit 
 
 claim on a policy, see Browne's of deeds by directors as security for 
 
 ( - , 16 Sol. J. 7^ L . a balance of account. 
 
 (b) Ex p. Cooper, 10 Ch. 510; (g) See hereon Mackintosh v 
 Willmott v. Loudon Celluloid Co., Pogose [1895], 1 Ch. 505. 
 
 31 Ch. D. 425, affirmed on appeal; (A) Gaslight Improvement Co. v. 
 
 34 Ch. D. 147. Terrell, 10 Eq. 168. See M 
 
 (c) Willmott v. London Celluloid Hall Tavern Co., Be Habershon's 
 Co., supra. Case, 5 Eq. 286. 
 
 (d) Gaslight Improvement Co. v. (*) Adamson's Case, 18 Eq. 670. 
 Tt rrell, 10 Eq. 168. See this case as to what is a fraud u- 
 
 (e) S. 164. lent preference. 
 (/) Inns of Court Co., supra (a
 
 Fraudulent Preference. 
 
 85 
 
 their personal liability on a guarantee for money advanced 
 to the company by a bank, was held to be a valid pay- 
 ment (a). 
 
 Directors are entitled to their fees, and they have a right to 
 repay themselves their advances, except when such pay- 
 ments could be impeached as fraudulent preferences (b). 
 But where directors paid calls on their shares in advance, 
 and on the same day appropriated the money in payment 
 of their fees, for which there were at the time, as they 
 knew, no other available assets, it was held that they were 
 not relieved from liability on their shares (c). In a com- 
 pany where directors were obliged to be members, a 
 director's unpaid fees were held to be debts due to him in 
 his character of member, and to be postponed to outside 
 creditors (d). But in another case, arrears of the salary 
 due to a managing director of a company, in which directors 
 were obliged to be shareholders, and damages for breach of 
 contract by the company to employ him as managing 
 director at such salary, were held not to be debts due to 
 him in his character of a member within the meaning of 
 s. 38, sub-s. 7 of the Act of 1862 (e). 
 
 Where directors, w T ho had power to receive calls in 
 advance, after the insolvency of the company was admitted, 
 and notice of a general meeting with a view to a voluntary 
 winding-up had been issued, but before the filing of a hostile 
 petition, authorized their solicitor, who was in no way 
 indebted to the company, to pay the bills (amounting to 
 £250) of three pressing creditors ; and he paid the £250 
 and obtained from the directors a receipt for the amount 
 purporting to be for prepaid calls, it was held, upon the 
 liquidator making a call amounting in the solicitor's case 
 to £320, that the payment of the £250 was not a pre- 
 ferential payment, that it was a valid payment of calls in 
 advance, and that the solicitor was only liable for the 
 balance (/). 
 
 As to an agreement to apply a debt owed, but not pay- 
 able, to a shareholder in payment of future calls while 
 
 (a) Pooh, Jackson, and Whyte's 
 Case, 9 Ch. D. 322, and the cases 
 there cited. See Forest of Bean 
 Coal Co., 10 Ch. D. 450. 
 
 (b) Liverpool and London Gua- 
 rantee Co., 46 L. T. 54. Cf. Wood's 
 Ship's Woodite, &c, Co., 62 L. T. 
 760, following above case, but not 
 following next case. 
 
 (c) European Central Ry. Co., 
 
 13 Eq. 255 ; Washington Diamond 
 Mining Co. [1893], 3 Ch. 95. 
 
 (d) Leicester Club Racecourse 
 Co., 30 Ch. D. 629. 
 
 (e) Dale and Plant, Ld. t 43 Ch. 
 D. 255. 
 
 (/) Barnwell's Case, Re Ex- 
 cliange Banking Co., 50 L. J. Ch. 
 827 ; European Central Ry. Co., 
 supjra. 
 
 Chap. 
 VI. 
 
 Effect 
 of Wind- 
 ing-up 
 on Dispo- 
 sitions of 
 Pro- 
 perty.
 
 86 
 
 Ail ides of Association. 
 
 Chap. 
 VI. 
 
 Effect 
 of Wind- 
 ing-up 
 on Dispo- 
 sitions OF 
 Pro- 
 perty. 
 
 a petition was pending, being held to be invalid as a 
 fraudulent preference, see case below (a). 
 
 The winding-up order of a mutual insurance association 
 does not displace or alter the terms of the contract between 
 the parties regulating their liability (l>). 
 
 The provisions in the articles of association generally con- 
 template the company as a going concern (c). The follow- 
 ing provisions or articles do not apply in a winding-up : — 
 as to inspection of accounts (d) ; a secrecy clause (c) ; 
 against making calls (/) ; as to interest on calls (Vy) ; em- 
 powering directors to bring, &c, actions as regards pre- 
 sentation of a winding-up petition by them (/<) ; a clause as 
 to amalgamation (i). But, on the other hand, the follow- 
 ing provisions will apply in the winding-up : — any contract 
 compensating servants and officers of the company in 
 certain events, or the like contracts (k) ; as to preference 
 in the distribution of surplus assets (I) ; as to the exten- 
 sion or limitation of the liability of contributories inter sc, 
 and in respect of specified matters (in) ; as to arbitration in 
 the case of a dissentient shareholder upon a sale under 
 s. 161 (>i). It is competent for a company by its memo- 
 randum of association to exclude the operation of s. 161, 
 and if so excluded, a dissentient shareholder is not entitled 
 to have his interest valued and paid to him under that 
 section (o). 
 
 The winding-up order entirely alters the position of share- 
 holders, that is, it makes the shareholders contributories, 
 and contributories in a totally different way in some 
 respects as regards the debts and liabilities of the concern 
 from what they were before. It has been decided by a 
 
 (a) Land Development Assoc, 
 Kent's Case, 39 Ch. D. 259. See 
 Sykes' Case, 13 Eq. 255. 
 
 (b) London Marine Insurant 
 Assoc., 8 Eq. 176. 
 
 (c) Mutual Soc, 24 Ch. D. 
 425, n. 
 
 (d) Yorkshire Fibre Co., 9 Eq. 
 650. But cf. Metropolitan and 
 Provincial Bank, 16 W. E. 668. 
 
 (e) Birmingham Banking Co., 
 6 Ch. 83. 
 
 (/) Coed Madog Slate Co., W. N. 
 1877, p. 190. See Anglesea Col- 
 liery Co., 1 Ch. 555. 
 
 (g) Welsh Flannel Co., 20 Eq. 
 360. 
 
 (h) Smith v. Duke of Manches- 
 ter, 24 Ch. D. 611. 
 
 (i) London, Bombay, and Medi- 
 terranean Bank, 9 Ch. 686. 
 
 (k) Ex p. Logan, 9 Eq. 149 ; 
 Shirrejfs Case, 14 Eq. 417; and 
 see post, pp. 92-95, as to proof by 
 servants, &c. 
 
 (/) Bangor Slate Co., 20 Eq. 
 59 ; Eclipse Gold Mining Co., 17 
 Eq. 490. 
 
 (m) MaxicelVs Case, 20 Eq. 585 ; 
 McKewan's Case, 6 Ch. D. 447 ; 
 Lion Mutual Insce. Assoc, v. 
 Tucker, 12 Q. B. D. 176. 
 
 (n) De Bosaz v. Anglo-Italian 
 Bank, L. R. 4 Q. B. 462. 
 
 (o) Cotton v. Imperial and 
 Foreign, (fee, Corporation [1892], 
 3 Ch. 454.
 
 Company Limited by Guarantee. 87 
 
 series of decisions in the House of Lords, commencing with chn-n 
 
 VI. 
 
 Webb v. Whiffen (a), that the 38th section of the Companies 
 Act is not to be read otherwise than literally, and it is not 
 
 to be read with reference to the previous liabilities of the Effect 
 
 shareholders or by analogy to the law of partnership 0F Wind- 
 
 whether of a limited or unlimited character (b), but it is ING r up 
 
 to be read as imposing new liabilities on the members smo^ " 
 
 of the company — liabilities imposed and denned by that Pro- 
 
 section (c). perty. 
 
 Company limited by guarantee. — The effect of a winding- 
 up order on the share capital of a company limited by 
 guarantee will be found in s. 90. 
 
 (a) L. K. 5 H. L. 711. (c) Per Jessel, M.R., in Hull 
 
 (b) See per Lord Fitzgerald, in and County Bank, 15 Ch. D. 507, 
 Bridgewater Navigation Co., Birch 511 ; Whitehouse & Co., 9 Ch. D. 
 v. Cropper, 14 App. Cas. 525. 595.
 
 88 General Bide. 
 
 CHAPTER VII. 
 
 PROOF OF DEBTS. 
 
 General rule. Rent, rates, taxes, &c. 
 
 Proof by shareholders. Costs. 
 
 Directors, officers, and servants. Crown. 
 
 Contingent debts, &c, and rent. Promoters. 
 
 Interest. Other examples. 
 
 Secured creditors. What property is divisible, and 
 
 Rule as to Proof. priority. 
 
 Debenture-holders. Parliamentary deposit. 
 
 Policy-holders and annuitants. Statutes of Limitation. 
 
 Claims on contracts. Set-off. 
 
 Amalgamated companies. 
 
 Chap. General rule. — Before proceeding to consider the particular 
 VII. debts or claims which are admissible in proof against a 
 
 company, it should be stated generally that, in the case of 
 
 Proof of a solvent company, all ordinary debts which are actually 
 Debts. <j ue ( a ) ? an( j a }} debts payable on a contingency, and all 
 claims against the company, present or future, certain or 
 contingent, ascertained or sounding only in damages, are 
 admissible to proof against the company ; a just estimate 
 being made, so far as is possible, of the value, as at the date 
 of the winding-up order, of all such debts or claims as may 
 be subject to any contingency or sound only in damages, 
 or for some other reason do not bear a certain value (b). 
 
 In the case of insolvent companies, it is necessary now 
 to look to s. 10 of the Judicature Act, 1875, to see what debts 
 and liabilities are provable. That section provides as 
 follows : — 
 
 "In the winding-up of any company under the Companies Acts, 1862 
 and 1867 (c), whos-e assets may prove to be insufficient for the paj-ment 
 of its debts and liabilities and the cost of winding-up (d), the same rules 
 
 (a) See ss. 98, 107. Rules. As to the admission of 
 
 (b) S. 158 ; Gen. 0. 1862, r. 25. equitable debts, see Terrell v. 
 See s. 10 of the Jud. Act, 1875, and Button, 23 L. J. Ch. 345. 
 
 per Jessel, M.R., in Macfarlane' 's (c) See Sache & Co., cited, p. 120. 
 
 Claim, 17 Ch. D. 337, 339, as to (d) See Milan Tramways Co., 
 
 application of the Bankruptcy cited, p. 110, as to assuming this.
 
 General Rule. 89 
 
 shall prevail and be observed as to the respective rights of secured and 
 unsecured creditors, and as to debts aud liabilities provable (a), and as 
 to the valuation of annuities and futiu-e and contingent liabilities re- 
 spectively, as may be in force for the time being under the law of bank- 
 ruptcy with respect to the estates of persons adjudged bankrupt; and r- K00F 0F 
 all persons who in any case would be entitled to prove for and receive UEBTS - 
 dividends . . . out of the assets of any such company, may come 
 in . . . . under the winding-up of such company, and make such claims 
 against the same as they may respectively be entitled to by virtue of 
 this Act." 
 
 After considerable conflict of judicial opinion, it seems 
 that the Bankruptcy Kules which this section has made 
 applicable to the winding-up of insolvent companies, are 
 those having reference to the debts and liabilities provable, 
 the respective rights of secured and unsecured creditors, 
 and the valuation of annuities, and future and contingent 
 liabilities (b). 
 
 The words "as to debts and liabilities provable," mean, 
 "as to what debts and liabilities may be proved," and, 
 therefore, the object and scope of this section is to allow 
 everything which would be capable of being proved in a 
 bankruptcy to be proved in a winding-up, whether it be 
 strictly a debt or not (c). The description of debts provable 
 in bankruptcy are set out in s. 37 of the Bankruptcy Act, 
 1883 (d). That section is as follows : — 
 
 37. — (1.) " Demands in the nature of unliquidated damages arising 
 otherwise than by reason of a contract, promise, or breach of trust shall 
 not be provable in bankruptcy (e). 
 
 (2.) A person having notice of any act of bankruptcy available against 
 the debtor shall not prove under the order for any debt or liability con- 
 tracted by the debtor subsequently to the date of his so having notice (/). 
 
 (3.) Save as aforesaid, all debts and liabilities, present or future, certain 
 or contingent, to which the debtor is subject at the date of the receiving 
 order, or to which he may become subject before his discharge by reason 
 
 (a) See Mersey Steel Co. v. Pike v. Stevens, 12 Q. B. 465; 
 Naylor, cited, p. 61. Hope v. Meek, 10 Ex. 829 ; Bird v. 
 
 (b) Lindley (5th ed.), 719. Bass, 6 M. & Gr. 143 ; Sowerly v. 
 
 (c) West of England Bank, Ex Brooks, 4 B. & Aid. 523; Edivards 
 p. Brown, 12 Ch. D. 825. Albion v. Cooper, 11 Q. B. 32 ; Lucas v. 
 Steel and Wire Co., 7 Ch. D. 547. Dicker, 6 Q. B. D. 84 ; Ex p. Snoiu- 
 So bankruptcy rules as to interest ball, 7 Ch. 534 ; Ex p. Dickin, Re 
 (Re Summers, 13 Ch. D. 136), set- Waugh, 4 Ch. D. 524 ; Evans v. 
 off (see infra), and contingent lia- Hallam, L. E. 6 Q. B. 713 ; Ex p. 
 bilities ripening into debts, apply Harris, 19 Eq. 253 ; Exp. Arnold, 
 to insolvent companies. 3 Ch. D. 70 ; Ex p. Vale, 18 Ch. D. 
 
 (d) 46 & 47 Vict. c. 52. 137 ; Ex p. Crosbie, 7 Ch. D. 123 ; 
 
 (e) Ex p. Brooke (C.A.), 3 Ch. Hood v. Newby (C.A.), 21 Ch. D. 
 D. 494 ; Emma Mine v. Grant, 605 ; Ex p. Revell, 13 Q. B. D. 727. 
 17 Ch. D. 122. (Onus is on creditor to prove want 
 
 (/) Notice of act of bankruptcy, of notice.)
 
 90 
 
 General Hide. 
 
 Chap. of any obligation incurred before the date of the receiving order, shall 
 VII. be deemed to be debts provable in bankruptcy (a). 
 
 (4.) An estimate shall be made by the trustee of the value of any debt 
 
 Proof op or lability provable as aforesaid, which by reason of its being subject to 
 Debts an y contingency or contingencies, or for any other reason, does not bear 
 
 J_ a certain value (6). 
 
 (5.) Any person aggrieved by any estimate made by the trustee as 
 aforesaid may appeal to the Court. 
 
 (6.) If, in the opinion of the Court, the value of the debt or liability is 
 incapable of being fairly estimated (c), the Court may make an order to 
 that effect, and thereupon the debt or liability shall, for the purpose of 
 this Act, be deemed to be a debt not provable in bankruptcy (d). 
 
 (7.) If, in the opinion of the Court, the value of the debt or liability 
 is capable of being fairly estimated, the Court may direct the value to 
 be assessed, before the Court itself without the intervention of a jury, 
 and may give all necessary directions for this purpose, and the amount 
 of the value when assessed shall be deemed to be a debt provable in 
 bankruptcy. 
 
 (8.) 'Liability' shall for the purposes of this Act include any com- 
 pensation for work or labour done, any obligation or possibility of an 
 obligation to pay money or money's worth on the breach of any express 
 or implied covenant, contract, agreement, or undertaking, whether the 
 breach does or does not occur, or is or is not likely to occur or capable of 
 occurring before the discharge of the debtor, and generally it shall include 
 any express or implied engagement, agreement, or undertaking, to pay, 
 or capable of resulting in the payment of money, or money's worth (d), 
 
 («) As to annuity, Ex p. Blake- 
 more, 5 Ch. D. 372 ; Ex p. Bates, 
 11 Ch. D. 914; Ex p. Neal, Re 
 Batey, 11 Ch. D. 579 ; Exp. Pearce, 
 13 Ch. D. 262. As to order of 
 Divorce Court for payment of 
 alimony, Linton v. Linton, 15 Q. 
 B. D. 239. As to bill of costs, Exp. 
 Bitton, 13 Ch. D. 318. As to bills 
 of exchange, Exp. Lobbon, 17 Ves. 
 334 ; Jones v. Gordon, 2 A pp. Cas. 
 616 ; Exp. Newton, 16 Ch. D. 330 ; 
 Ex p. Baker, 4 Ch. D. 795 ; Ex p. 
 Mann, 5 Ch. D. 367 ; Ex p. General 
 S. American Co., 10 Ch. 635 ; Ex 
 p. Gomez, 10 Ch. 639. As to con- 
 sideration illegal, Ex p. Chavasse, 
 34 L. J. Bk. 17 ; Ex p. Mather, 
 3 Ves. 373 ; Ex p. Rogers, 16 Ch. 
 D. 207; Ex p. Revell, supra; Re 
 Lane, 23 Q. B. D. 74. As to con- 
 tract, measure of damages, Ex p. 
 Llansamlet Co., 16 Eq. 145. As 
 to costs, Ex p. Peacock, 8 Ch. 628 ; 
 Ex p. Carr, 11 Ch. D. 62. As to 
 felony, claim arising out of, Ex p. 
 Ball, 10 Ch. D. 667 ; Ex p. Leslie, 
 20 Ch. D. 131. As to loan from 
 building society, Ex p. Bath, 27 
 Ch. D. 509. As to patent, damages 
 
 for infringement of, Watson v. 
 Holliday, 20 Ch. D. 780. As to 
 penalty or liquidated damages, Ex 
 p. Newman, 4 Ch. D. 724. As to 
 surety, Gray v. Seckham, 7 Ch. 
 680; Ellis v. Emmanuel, 1 Ex. D. 
 157; Exp. Nat. Prov. Bank, 17 
 Ch. D. 98; Exp. Young, 17 Ch. D. 
 668. As to tort, Ex p. Mumford, 
 15 Ves. 289. As to voluntary 
 bond, Ex p. Pottinger, 8 Ch. D. 
 621. By wife, Ex p. District Bank 
 of London, 16 Q. B. D. 700. By 
 or against partner, Read v. Bailey, 
 3 App. Cas. 94 ; Ex p. Harding, 
 
 12 Ch. D. 557 ; Ex p. Andrews, 
 25 Ch. D. 505; Ex p. Gliddon, 
 
 13 Q. B. D. 43 ; Ex p. Chandler, 
 ib. 50; Ex p. Salting, 25 Ch. D. 
 148. As to mistake in proof, Ex 
 p. Schofield, 12 Ch. D. 237 ; Ex p. 
 Baqshaw, 13 Ch.D. 304; Couldery 
 v. Bartrum, 19 Ch. D. 394. 
 
 (b) See Ex p. Good, 14 Ch. D. 
 82 ; Ex p. Waters, 8 Ch. 562. Re 
 Gill, 46 L. T. 824. 
 
 (c) See Re Hoyle, 8 Ch. 562. 
 (d~) See Hardy v. Fothergill, 13 
 
 App. Cas. 351.
 
 Debts. 
 
 Proof by Shareholders. 91 
 
 whether the payment is, as respects amount, fixed or unliquidated; as Chap. 
 
 respects time, present or future, certain or dependent on any one con- VII. 
 tingency or on two or more contingencies; as to mode of valuation 
 
 capable of being ascertained by fixed rules, or as matter of opinion." Proof op 
 
 A creditor will not be allowed to disturb dividends already 
 paid where he has neglected to carry in his claim ; and if 
 all the assets have been distributed he may entirely lose 
 his right to prove (a). M-Jy *«- fi - 'J-& 
 
 Although the company may be estopped from disputing 
 the validity of a claim, creditors may not be in the same 
 position (b). 
 
 The distinction should be borne in mind between the 
 debts of the company, and debts incurred for expenses in 
 the winding-up, as the latter are payable in full (c). 
 
 Proof by shareholders. — Members of limited companies 
 who are creditors are entitled, on payment of all calls due, 
 to receive dividends at the same time, and at the same 
 rate, as other creditors in the winding-up (d) ; and this is 
 not altered by s. 10 of the Judicature Act, 1875 (e). 
 
 S. 38 (7) of the Act of 1862 provides that "no sum 
 due to any member of a company, in his character of a 
 member, by way of dividends, profits, or otherwise, shall 
 be deemed to be a debt of the company payable to such 
 member in a case of competition between himself and any 
 other creditor not being a member of the company ; but 
 any such sum may be taken into account, for the purposes 
 of the final adjustment of the rights of the contributories 
 amongst themselves." 
 
 Although a member cannot prove for a debt due to him 
 as such from the company, yet he can prove in competition 
 with creditors who are not members for any debt due to 
 him as a stranger, and for the full amount, notwithstand- 
 ing that he bought up the debt for less than that amount (/). 
 But where the person stands in a fiduciary relation towards 
 the company he cannot make a profit in such a manner (g). 
 
 The right of an assignee to prove in respect of a debt 
 
 («) Joint Stock Discount Co.'s (c) See p. 253. 
 
 Claim,! Ch. 646; Exp. A' Beckett, (d) Grissell's Case, 1 Ch. 528. 
 
 2 Jur. N. S. 684 ; Ex p. Forest, (e) West of England Bank, Ex 
 
 2 Giff. 42. See Kit Hill Tunnel, p. Brown, 12 Ch. D. 823. 
 16 Ch. D. 590. See now rules as (/) Grissell's Case, 1 Ch. 528 ; 
 
 to proof under Act of 1890, supra. Humber Ironworks Co., 8 Eq. 122. 
 
 See infra, p. 99, as to secured See Ex p. Cannon, infra. 
 creditor. (<7) Ax p. Larking, 4 Ch. D. 
 
 (5) Mowatt v. Castle Steel, iCr., 566. See Milan Tramways Co., 
 
 Co., 34 Ch. D. 58. Ex p. Theys, 25 Ch. D. 587.
 
 
 92 Directors, Officers, and Servants. 
 
 Chap, assigned by a shareholder after a company has commenced 
 VII. to be wound up is subject to set-off by the company of all 
 
 calls which may be made subsequently to the assignment 
 
 Proof of and previously to the payment of the debt ((/). 
 Debts. "Where it is provided that a shareholder advancing sums 
 
 beyond the amount actually called and paid up shall receive 
 interest on such advances, money so paid is to be treated 
 as an advance to the company carrying interest. Such 
 interest cannot be proved in competition as against ordinary 
 outside creditors, but as between the shareholders, the 
 advancing shareholders should be paid back the sum 
 advanced with interest, not only to the commencement of 
 the winding-up, but also up to the repayment, in priority 
 to the ordinary shareholders (/>). 
 
 And where the articles provided that the directors might 
 pay interest on the paid-up capital, and the company, 
 never having made any profits, paid interest out of capital, 
 it was held that such payments were ultra vires (c). 
 
 It is possible that persons may lend money on the 
 security of shares in such a way as to become creditors, 
 and not shareholders (d). 
 
 Directors, officers, and servants. — A director's unpaid fees, 
 in a company where directors are obliged to be members, 
 are debts due to him in his character of member, and to 
 be postponed to outside creditors (c). But arrears of the 
 salary due to a managing director of a company in which 
 directors were obliged to be shareholders, and who was 
 appointed because he had special knowledge of the business 
 which the company was going to carry on, and damages 
 for breach of contract by the company to employ him as 
 managing director at such salary, were held not to be 
 debts due to him in his character of a member within the 
 
 (a) China Steamship Co., Ex on Partnership. See the summary 
 p. Mackenzie, 7 Eq. 240 ; Ex p. of cases under " Contributories," 
 Strang, 5 Ch. 492 ; and see post, post, p. 174. 
 
 p. 105. (e) Leicester Club and Bace- 
 
 (b) Exchange Drapery Co., 38 course Co., Exp. Cannon, 30 Ch. D, 
 Ch. D. 171. See Ex p. Maude, 6 629. See infra as to when the 
 Ch. 51; Windham Shipbuilding, articles do not provide fur remunera- 
 te, Co., 9 Ch. D. 322. tion. As to interest on claim for 
 
 (c) National Funds Ass. Co., remuneration, see Re Peruvian 
 10 Ch. D. 118 ; Be Sharpe [1892], Guano Co., Ex p. Kemp [1894], 3 
 1 Ch. 154; Guinness v. Land Corp. Ch. 690. Remuneration between 
 of Ireland, 22 Ch. D. 349. But see presentation of petition and wind- 
 Lock v. Queensland, W. N. (96) 4. ing-up in discretion of the Court. 
 
 (d) City Terminus Hotel Co., S. Inquiry directed if services l-ene- 
 E. By. Co.'s Case, 14 Eq. 10, sed ricial. International Cable Co., 66 
 qu. This cate is doubted in Lindley L. T. 253.
 
 Directors, Officers, and Servants. 93 
 
 meaning of s. 38, sub-s. 7 (a). The words " or otherwise " Chap, 
 in that section must mean something analogous to clivi- yil. 
 
 dends or profits (b). The directors will, as against the 
 
 shareholders, be allowed their fees which have been Proof of 
 sanctioned, although in the result the dealings of the D EBTS - 
 company are unfavourable (c). 
 
 When directors are entitled to 3 per cent, on the "net 
 profits " of the company, net profits means net profits 
 made by the company as a going concern, not profits 
 made on sale of the undertaking (d). 
 
 If the business of a company is continued after the wind- 
 ing-up, and the former servants are actually employed, the 
 old contract between the company and its servants con- 
 tinues in force, and notice of discharge must be given pur- 
 suant thereto (e). But where the business is wholly at an 
 end, a winding-up will be notice of discharge to the servants 
 of the company from the date of the order (/), or from the 
 resolution to wind up in the case of a voluntary winding- 
 up (g). This rule applies though the liquidator without 
 continuing the business employs the servants in analogous 
 duties with a view to reconstruction (/<■). 
 
 It is provided by the Preferential Payments in Bank- 
 ruptcy Act, 1888 (i), that the wages or salaries of clerks or 
 servants, and labourers or workmen (k), are, with the 
 other payments there mentioned, to be preferential claims 
 up to a certain amount, and are to be paid in full if the 
 assets are sufficient, subject to the provisions there men- 
 tioned. The four months before the commencement of 
 the winding-up mentioned in the section are the months 
 
 (a) Dale and Plant, Ld., 43 Ch. Co., infra, p. 95. 
 
 D.255. (g) Shirreff's Case, 14 Eq. 417, 
 
 (b) lb., per Kay, J. Quaere, Can where the manager was appointed 
 Re Leicester Club, &c, Co., be sup- liquidator ; Ex p. Schumann, He 
 ported ? Foster & Co., supra. 
 
 (c) Commercial and Gen. Life (h) Oriental Bank Corp., Mac- 
 Ass., 27 L. J. Ch. 803. DowalVs Case, supra. 
 
 {d) Frames v. Bulfontein Min- (i) 51 & 52 Vict. c. 62, s. 1 
 
 ing Co. [1891], 1 Ch. 140 ; as to (appendix), repealing 46 & 47 
 
 how net profits are ascertained, Vict. c. 28, whichsee as towindings- 
 
 and payment of interest, see Be up before 1889. See Be Smith, 54 
 
 Peruvian Guano Co., Ex p. Kemp L. T. 307. The Act does not affect 
 
 [1894], 3 Ch. 690. the Friendly Societies Act, 1875, 
 
 (e) English Joint Stock Bank, nor the Stannaries Act, 1887. As 
 
 3 Eq. 341. to Ireland, see 52 & 53 Vict. c. 60. 
 
 (/) Chapman's Case, lEq. 346; (A-) As to piece-work, see Exp. 
 
 Oriental Bank Corp., MacDowalFs Hollyoak, 35 W. R. 386. As to 
 
 Case, 32 Ch. D. 366 ; Ex p. Schu- proof by foreman for wages of 
 
 mann, Be Foster & Co., 19 L. R. numerous workmen, see C. W. U. R. 
 
 Ir. 241. See Beid v. Explosives 1890, r. 106.
 
 Proof of 
 Debts. 
 
 94 Directors, Officers, and Servants. 
 
 Chap, next before that event (a). Such claims are to rank equally 
 VII. with the other preferential payees ; and are to be a first 
 charge on goods of a company distrained within three 
 months before winding-up, and are to be paid at the time 
 and in the manner provided by the Act. 
 
 Special provision is made for the wages of miners by 
 the Stannaries Act, 1869, and the Stannaries Act, 
 1887(6). 
 
 If an officer or servant (c) is engaged at a fixed stipend 
 for a certain term, and a winding-up takes place before its 
 expiration, he will be entitled to prove for the value of an 
 annuity equal to the amount of the salary for the remainder 
 of the term, and in addition he can also claim the pecuniary 
 value of any other benefits which he would have enjoyed 
 under his contract (d). But a deduction will be made in 
 consideration of his liberty to obtain fresh employment, 
 and for such other matters (d), unless a fixed sum is 
 made payable by the contract in the event of his being 
 deprived of his office (c). A claim, however, was not 
 allowed where the words of the contract were that a fixed 
 sum should be paid " if the company discontinue to 
 employ him " (/). Where the remuneration was by way 
 of a commission and a fixed salary, compensation for loss 
 of commission which might have been earned during 
 the unexpired part of the term was not allowed in the 
 case of an insurance company, because the engagement 
 left the company free as to the extent of their business, 
 respecting which the officer merely took his chance (g). 
 But a similar claim of an agent of a floor-cloth company 
 (where, however, the payment was by commission only) 
 was allowed (/a). 
 
 (a) Ex p. Fox, 17 Q. B. D. 4. Neilgherry Coffee Co., 17 C. B. N. S. 
 
 (ft) 32 & 83 Vict. c. 19, s. 2G ; 733. 
 
 50 & 51 Vict. c. 43, ss. 4, 8 ; s. 10 ; (e) Ex p. Logan, 9 Eq. 149. See 
 
 s. 34 ; s. 9. also Shirreff's Case, supra. 
 
 (c) As to a clerk to a promoter (/) Tait's Case (Alb. Arb.), 1G 
 
 of a company, see Kent Tramways Sol. J. 46. 
 
 Co., 12 Ch. D. 312 ; Skegness, &c, (//) Ex p. Maclure, Be English 
 
 Tramways Co., infra. and Scottish, &c., Insce. Co., 5 Ch. 
 
 (cZ) Yelland's Case, 4 Eq. 350 737 ; see remarks of James, L.J., 
 
 (rent, of house claimed); Ex p. at p. 740; Rhodes v. Forwards, 
 
 Clark, 7 Eq. 550. See Cope's Case, 1 App. Cas. 25G. Where the re- 
 
 I Sim. N. S. 51; Shirrrjf's Case, numeration is to be part of the net 
 
 II Eq. 117 (manager allowed to profits on certain contracts, see 
 prove for amount paid on shares). Stamp's Claim, Re British Colum- 
 As to the claim of a sharebroker hia, &c., Saw Mill Co., 25 L. T. 
 where a voluntary winding-up pre- G53. 
 
 vented him from carrying out his (A) Dean and Gilbert's Claim, 
 
 agreement, see Inchbald v. Western 1G L. J. Uh. 474.
 
 Directors, Officers, and Servants. 95 
 
 Where, by an agreement made before registration of a Chap, 
 company, a person was engaged as an officer, and the ^H- 
 agreement was confirmed by a resolution of the directors, ,, 
 and the company was subsequently wound up, it was held Debts. 
 
 that the claimant was entitled to remuneration for all the 
 
 work he had done ; but, as a company could not ratify 
 or confirm anything that was done or any contract that 
 was made before it came into existence, a claim for damages 
 must be disallowed (a). 
 
 Persons who have not acted directly for a company in 
 obtaining a special Act of Parliament, are not entitled to 
 claim directly against the company for the costs incident to 
 obtaining the Act (b). Nor can persons claim against the 
 company who do not do work directly for a company in 
 process of formation (6). 
 
 If a manager or officer who claims to prove for compen- 
 sation in the winding-up, is appointed liquidator, any re- 
 muneration received as liquidator will be set off against 
 the amount of his proof (c). 
 
 Where an action was brought against a liquidator per- 
 sonally, for wages for work done for the benefit of the estate, 
 an injunction restraining the action was refused (d). 
 
 The appointment on the application of debenture-holders 
 of a receiver and manager of the business of a company 
 amounts to a dismissal of the servants of the company (c). 
 
 Contingent debts, &c, and rent. — Although, in a winding- 
 up under the Act of 1862, the 25th rule of the General 
 Order, 18G2, provides that the value of such debts and 
 claims as are made admissible to proof by the 158th 
 section (/) is to be estimated, so far as possible, according 
 to the value at the date of the order to wind up, yet this 
 rule does not apply where the damages continue to run 
 after the winding-up (y). And any liability contingent at 
 
 («) Dale and Plant, 61 L. T. 20G. (/) See ante, p. 88. 
 
 (b) Skegness, (fee, Tramways (</) Ex p. Cambrian Steam Packet 
 Cb.,41Ch.D.215; Manchester, &c, Co., 6 Eq. 396; ib., 4 Ch. 112; 
 Tramways Co. [1893], - Ch. 638. Great Britain Mutual Assce. Soc., 
 See Brampton, &c, By. Co., 10 Ch. 20 Ch. D. 351. See the remarks of 
 177. Wyatt v. Metropolitan Board Wood,V.C.,6Eq. 400. SeeKellock's 
 of Works, 11 C. B. N. S. 7-1-1. Case, 3 Ch. 769. As to a running 
 
 (c) Shirreff's Case, supra. contract, and moneys payable under 
 (</) Original Hartlepool VoUieries a concurrent agreement, see Asj/Jud- 
 
 C!i>., 51 L. J. Ch. 508. See ante, tic Won,/ Pavement Co., 30 Ch. D. 
 
 p. 62. 216. As to the valuation of future 
 
 (e) Bci'l v. Explosives Co., 19 and contingent liabilities, see Hardy 
 
 Q. B. D. 264 ; and see^os^, Part VI., v. Fothergill, 13 App. Cas. 351. 
 Ch. II., p. 480.
 
 96 Contingent Debts and Rent. 
 
 Chap. the date of the commencement of the winding-up, which 
 VII. ripens into a debt during the winding-up, is provable ; but 
 
 previous dividends are not to be thereby disturbed (a). 
 
 Proof of Subsequent facts may be given in evidence for the purpose 
 Debts. f s h ew i n g w hat the real value was at the date of the 
 winding-up order (b). 
 
 The lessor of a company is entitled to enter a claim in 
 respect of the full amount of the future rent arising under 
 the lease. So, also, where a lease is assigned, but with the 
 qualification that the lessor cannot receive more than the 
 amount which the company might become liable to pay 
 under the covenant (c). The same rule applies where 
 the company is the lessee of land for fourteen years, with a 
 power to determine the lease at the end of seven years on 
 paying the rent and performing the covenants for the 
 seven years, and the winding-up takes place before the 
 end of the seven years, and the lessor may claim in 
 respect of the company's liability as if the lease had been 
 for fourteen years certain (d). But a sum equal to a 
 dividend upon the amount at which the future rent was 
 estimated will not be impounded to secure payment of the 
 future rent to the lessor (e). And s. 10 of the Judi- 
 cature Act, 1875, does not, it seems, affect cases of this 
 description where no breach of covenant has taken 
 place(/). 
 
 A solvent company in voluntary liquidation will be re- 
 strained, on the motion of the lessor, from distributing 
 assets among its shareholders without setting aside suffi- 
 cient assets to provide for future rent and other liabilities 
 
 (a) Macfarlane's Claim, 17 Ch. of a lease and a covenant to indetn- 
 D. 337 (fire within terms of policy nify, see Hardy v. Fothergill, 13 
 after winding-up order). See s. 10 A. C. 351. As to distress for rent, 
 of the Jud. Act, 1875, and supra, see ante, p. 67 ; and as to proof for 
 p. 88, and s. 37 of the Bankruptcy proportionate part of rent, see 
 Act, 1883, ante, p. 89 ; and see C. W. C. W. U. K. 1890, r. 103,post, p. 355. 
 U. K. 1890, r. 105, post, p. 356, as to (d) Neio Oriental Bank (2), 
 proof of debts not payable at date supra. 
 
 of winding-up. (e) Horsey' s Claim, supra ; Wesf- 
 
 (b) Holdich's Case, 14 Eq. 72, 80. bourne Grove Drapery Co., 5 Ch. D. 
 
 (c) Haytor Granite Co., 1 Ch. 248. But see Oppenheimer v. 
 77 ; Neiu Oriental Bank (2) [1895], British, &c., Bank, 6 Ch. D. 744, 
 1 Ch. 753 ; Craig's Claim [1895], 1 where, however, the winding-up 
 Ch. 267. See Horsey's Claim, 5 was voluntary, and the company 
 Eq.561; Gar tness Iron Co., 10 Eq. seems to have been solvent. And 
 412 (Scotch feu duties). But cf. see Goochv. London Banking Assoc.> 
 Telegraph Construction Co., 10 Eq. 32 Ch. D. 41 ; Telegraph Construe* 
 384, where, however, the company Hon Co., supra. 
 
 was reducing its capital, and not (/) Westbourne Grove Drapery 
 
 being wound up. As to an assignee Co., supra.
 
 Interest. 
 
 97 
 
 under a lease (a). Qucere, whether this rule does not apply 
 to an insolvent company (b). 
 
 Interest.— Notwithstanding r. 26 of G. 0., 18G2 (c), 
 which is ultra vires and invalid (d), interest cannot be 
 allowed, in a winding-up under the Act of 1862, on a debt 
 not bearing interest, and such a creditor must shew his 
 right to it (e). But in all cases where it could be re- 
 covered as damages at law under 3 & 4 Wm. 4, c. 42, 
 s. 28, interest will be paid (/). And it seems that such a 
 demand may be made as will found a claim to interest 
 under this last-mentioned statute, either in a compulsory 
 or voluntary winding-up (g). It does not appear to be 
 clear where and from whom the demand should be made (g). 
 
 An order to wind up a company fixes the right of its 
 creditors, and nullifies, as between them, all contracts for 
 interest (h). Therefore, where a company is insolvent (i), 
 creditors whose debts carry interest are entitled to dividends 
 only upon what was due for principal and interest at the 
 commencement of the winding-up (A;) ; and, in the case of 
 a winding-up under supervision, at the date of the resolu- 
 tion to wind up voluntarily (I). So a company is freed by 
 
 Chap. 
 VII. 
 
 Proof of 
 Debts. 
 
 (a) Lord Eiphinstone v. Monk- 
 land Iron Co., 11 App. Cas. 332 ; 
 Oooch v. London Banking Assoc, 
 32 Ch. D. 41 ; Zuccani v. Nacupai 
 Gold Co., 61 L. T. 176. See Kearns 
 v. Leaf, 1 H. & M. 681 ; King v. 
 Malcott, 9 Hare, 692. 
 
 (l>) Cf. Haytor Granite Co., and 
 cases supra. 
 
 (c) See the rule in Appendix. 
 
 (d) Ex p. Greenwood, Re Hadfield 
 Cask Co., 8 L. T. 846 ; 11 W. R. 
 971 ; Herefordshire Banking Co., 
 4 Eq. 250 ; East of England Bank- 
 ing Co., 6 Eq. 368 ; ib. 4 Ch. 14. 
 
 (e) lb., and see Peruvian Guano 
 Co., Ex p. Kemp [1894], 3 Ch. 690. 
 
 (/) Times Ass. Co.'s Case, 2 H. 
 & M. 723 ; Stocken's Case, Blakely 
 Ordnance Co., 3 Ch. 412. As to a 
 building society where interest is 
 payable to withdrawing members 
 " provided the funds permit," see 
 Blackburn, &c, Bldg. Soc., W. N. 
 1886, p. 22 ; and see now as to proof 
 for interest, C. W. U. R., 104, post, 
 p. 355. 
 
 (g) East of England Banking 
 Co., supra, where the winding-up 
 E.W. 
 
 was under supervision, and the de- 
 mand upon the liquidator was held 
 sufficient; and Herefordshire Bank- 
 ing Co., supra, where the demand 
 upon the liquidator in a winding- 
 up by the Court was held not 
 sufficient. 
 
 (li) Hughes' Claim, 13 Eq. 623. 
 As to cases to which s. 10 of the 
 Jud. Act, 1875, does not apply, see 
 Warrant Finance Co.'s Case, 10 
 Eq. 11; ib. 5 Ch. 86; ib. 5 Ch. 
 88, and infra. See this case as 
 to a dividend being attributed to 
 the interest first and then to the 
 principal. 
 
 (t) As to when a company is 
 considered to be insolvent, see 
 Milan Tramways Co., per Selborne, 
 C, 25 Ch. D. at p. 591. 
 
 (&) Warrant Finance Co.'s Case, 
 L. R. 4 Ch. 643 ; Re London, &c, 
 Hotels Co., Quartermai?ie's Case 
 [1892], 1 Ch. 639. As to an- 
 nuitants and insurance companies, 
 see Sullivan and Smythe's Case 
 (Eur. Arb.), L. T. 50, 53. 
 
 (I) Ex p. Colborne and Straw- 
 bridge, Re Imperial Land Co. of 
 n
 
 98 Interest. 
 
 Chap. ^he winding-up order from a contract to indemnify a surety 
 VII. against the payment of interest ; but be may take a claim 
 
 into chambers for the estimated value of his right to in- 
 
 Peoof of demnity at the time when the order was made (a). The 
 Debts. vu \ g ] a ^ down i n Warrant Finance Co.'s Case (b) was not 
 merely a settlement of the practice for the future, but a 
 declaration of the law as it then stood (c). 
 
 But, in cases to which s. 10 of the Judicature Act of 
 1875 does not apply (d), the above rule does not prevent a 
 creditor who has a right of proof for the same debt against 
 the estate of two companies in liquidation from receiving 
 dividends from both estates until the full amount of his 
 debt and interest has been satisfied (e). And, in cases to 
 which s. 10 of the Judicature Act of 1875 does not apply (d), 
 a creditor who holds a security is not prevented from 
 receiving dividends to the full amount of the principal, and 
 at the same time realizing his security until the full 
 amount of principal and interest has been satisfied (/). 
 
 When the company proves to be solvent, and in the event 
 of there being a surplus, a claim for interest subsequent 
 to the commencement of the winding-up, on debts carrying 
 interest, will be allowed ; in which case the dividends will 
 be treated as applicable, first, in payment of interest, and 
 then in reduction of principal (<j). 
 
 A trustee for a company, who pays money for it under a 
 contract by which he was legally bound to make such pay- 
 ment, is in no worse position than a stranger who makes 
 advances ; and is entitled in the winding-up to interest at 
 £5 per cent, on his debt, although the debt which he paid 
 carried interest at £4 per cent. only(/i). 
 
 If a debt bears interest, say, at £6 per cent., and the 
 creditor recovers judgment for his principal and interest, 
 he will be entitled to prove only for interest at £4 per 
 cent, after the date of the judgment, as the original debt 
 
 Marseilles, 11 Eq. 478, 498. See (/) Warrant Finance Co.'s Case 
 
 this case and East of England (No. 2), 5 Ch. 88. Cf. Blakely 
 
 Banking Co., 4 Ch. 14, as to a Ordnance Co., 8 Eq. 244. See 
 
 voluntary winding-up not stopping Ex p. Findlay, 17 Ch. D. 334. 
 
 interest. Bat see s. 10 of Jud. Act, 1875, 
 
 (a) Hughes' Claim, 13 Eq. G23. under " Secured Creditors," infra. 
 As to interest payable to a trustee, (g) Warrant Finance Co.'s Case, 
 see Sargood's Claim, 15 Eq. 43. 4 Ch. G43. See supra. As to an 
 
 (b) 4Ch. G43. annuitant in an insurance company, 
 
 (c) Ebbw Vale Co.'s Case, 5 Ch. see Woodcock's Case (Alb. Arb.), 
 112. 1G Sol. J. 517. 
 
 (d) See the section, supra. (h) Beulah Park Estate, 15 Eq. 
 
 (e) Warrant Finance Co.'s Case, 43. 
 5 Ch. 86.
 
 Secured Creditors. 99 
 
 is merged in the judgment (a). But this rule does not Ch.&v 
 apply where there is an express covenant to continue yjj ' 
 
 payment of interest so long as the security should con- * 
 
 tinue (b) . Proof of 
 
 Debts. 
 
 Secured creditors. — A "secured creditor" is a person 
 holding a mortgage, charge, or lien on the company's 
 property, or any part thereof, as security for a debt due to 
 him from the company (c). A judgment creditor who has 
 obtained execution before the commencement of the wind- 
 ing-up is secured (d). 
 
 As to any distinction between the rights of mortgagees 
 of siDecific property and those of holders of debentures, 
 which cover all the assets and undertaking of a company, 
 see the case cited below (<?). 
 
 Under any circumstances, the secured creditor may 
 apply to the Court for liberty to bring or proceed with a 
 foreclosure action, or to realize his security. If he has 
 a power of sale, he may sell, either with or without the 
 liquidator's concurrence. In some cases, application is 
 made in the winding-up for a declaration of the secured 
 creditors' rights, and for a direction to the liquidator to 
 realize the securities, and pay them(/). 
 
 If he realizes • his security in a foreclosure action a 
 mortgagee may set off profits accrued upon the property, 
 since the winding-up order against interest accrued during 
 the same period, but is not allowed to apply any part of 
 the proceeds of sale in reducing such interest so as to 
 
 (a) Ex p. Oriental Financial (Ji. fa., seizure necessary); Ex p. 
 Ass., European Central Ry. Co., Joselyne, 8 Ch. D. 327 ; Lowe v. 
 4 Ch. D. 33, and case there cited, Blackmore, L. R. 10 Q. B. 485. See 
 p. 34; Ex p. Feioings, 25 Ch. D. Smith v. Morgan, 5 C. P. D. 337; 
 338. As to interest on costs run- Re Maggi, Winehouse v. Winehouse, 
 ning from the date of the judgment, 20 Ch. D. 545; Stanhope Silkstone 
 and not from the date of the taxing Co., 11 Ch. D. 160 (garnishee order 
 master^s certificate, see London served). See as to bills of exchange, 
 Wharfing, &c., Co., 54 L. J. Ch. Ex p. Banner, 9 Ch. 379 ; Ex p. 
 1137. Bouchard, 12 Ch. D. 26 ; Ex p. 
 
 (b) Bopple v. Sylvester, 22 Ch. Brett, 6 Ch. 838 ; Ex p. Ashworth, 
 D. 98 ; Ex p. Fewings, supra. 18 Eq. 705 ; Ex p. Schofield, 12 
 
 (c) S. 168 of the Bankruptcy Ch. D. 337. 
 
 Act, 1883 (46 & 47 Yict. c. 52) ; (e) Pound, Son, & Ilutchins, 42 
 
 Ex p. Joselyne, 8 Ch. D. 327 ; Ex Ch. D. 402. 
 
 p. Nelson, 14 Ch. D. 41 ; Re Hop- (/) As to costs of realization, see 
 
 kins, 18 Ch. D. 370. post, p. 252. As to an action for 
 
 (d) See s. 45 of Bankruptcy Act, redemption by a member of a loan 
 1883. See Exp. Evans, 13 Ch. D. society in default after winding-up, 
 252 ; Jones v. Parcell, 11 Q. B. D. see Cordingley v. Alliance Soc, 
 430; Ex p. Williams, 7 Ch. 314 W. N. 1887, p. 220.
 
 100 Rule as to Proof. 
 
 Chap, increase the sum for which he may prove, if there is a 
 
 VII. deficiency in his security (a). 
 
 ,, As to bringing actions after a winding-up order, see 
 
 Proof of /-n . tt ox 
 
 Debts. Chapter V. 
 
 Rule as to proof. — To a winding-up of an insolvent com- 
 pany commenced previous to the 1st November, 1875, the 
 rule in Kellock's Case (b) applies. The rule in Kellock's- 
 Case, however, does not apply when the company is in the 
 position of mortgagees (c). But in all such windings-up 
 commenced after the above date, the 10th section of the 
 Judicature Act, 1875, provides that in the winding-up of 
 any company under the Acts of 1862 and 1867, whose 
 assets may prove to be insufficient for the payment of its 
 debts and liabilities, and the costs of the winding-up, the 
 same rules shall prevail and be observed as to the respec- 
 tive rights of secured and unsecured creditors (d), and as 
 to debts and liabilities provable, as may be in force for the 
 time being under the law of bankruptcy, with respect to 
 the estates of persons adjudged bankrupt. 
 
 See the Bankruptcy Rules, ante, pp. 89-91. 
 
 A secured creditor, therefore, can (1), if he gives up his- 
 security on the property of the company (e), prove for the 
 whole amount of his debt, or ('2), if he estimates its value, 
 he may prove for the balance of his debt, or (3) any 
 deficiency after deducting the value of his security or 
 realizing it where there is power to do so (/). He may, if 
 he so desire, have his security realized in the winding-up. 
 A creditor holding a security can only be redeemed on 
 
 (a) Be London, &c, Hotels Co., by him between the sending in his 
 
 Quartermaine's Case [1892], 1 Ch. claim and its being adjudicated 
 
 (339. . upon, see Kellock's Case, supra ; 
 
 (6) 3 Ch. 769. London, Bombay, &c, Bank, 9 Ch. 
 
 (c) Coupland's Claim, 5 Ch. 1G7 ; 686. As to valuing Lis security 
 Leech's Claim, 6 Ch. 388; Banner and the effect of proot being rejected, 
 v. Johnston, 5 L. E. H. L. 157. and as to Bankruptcy Rules as to 
 
 (d) As to a judgment creditor, assessment of securities applying, 
 see infra. see Moor v. Anglo-Italian Bank, 
 
 (e) Not any other securities. lOCh.D. 681; Be Kit-Bill Tunnel, 
 (/) See Florence Land Co., Ex 16 Ch. D. 590; Be Hopkins, 18 
 
 p. Anglo-Italian Bank, W. N. Ch. D. 370; Be Hopkins (2), 44 
 
 1884, p. 112, as to proof by secured L. T. 773; Williams v. Hopkins, 
 
 creditors, and appropriation of third 52 L. J. Ch. 736, and Bankruptcy 
 
 party payments. As to proving fur Bules. As to liquidator making 
 
 balance, see Oriental Commercial reserve for deficiency, and as to 
 
 Bank, Ex p. Maxondoff, 6 Eq. 582; what particulars must be furnished 
 
 JBarned's Banking Co., Fomvood's in a claim by secured creditors, see 
 
 Claim, 5 Ch. 18. As to right of Ex p. Good, Be Lee, 14 Ch. D. 82 - T 
 
 .secured creditor not to regard se- Ex p. Barnard, Be Gill, 46 L. T. 
 
 curities which have been realized 824.
 
 Rule as to Proof. 101 
 
 payment of principal and interest up to the time of pay- Chap, 
 ment, with bis proper costs (a). VII. 
 
 For the Bankruptcy Eules with respect to secured credi- 
 
 tors, and the power of the liquidator to redeem a security P R00F 0F 
 
 after a value has been placed upon it, or to insist on a 1 
 
 sale, see s. 39 of the Bankruptcy Act, 1883. 
 
 Until the certificate of debts is made, a secured creditor 
 has a locus pcenitentice (b). 
 
 Secured creditors are not bound to make the election 
 required in bankruptcy until the time arrives for proof of 
 •debts (c). See first schedule to Act of 1890, post, p. 300. 
 
 The 10th section of the Judicature Act, 1875, refers only to 
 a company unable to pay its debts, but it must be treated 
 as applicable to any company in liquidation until it is 
 shewn that the assets are sufficient for payment of the 
 debts in full (a)- 
 
 There has been considerable difference of opinion as to 
 what is the precise meaning of the above-mentioned 
 section, and as to the extent to which the rules of bank- 
 ruptcy are introduced (e). It has, however, been held 
 that this section does not involve the proposition that, 
 whereas under certain circumstances a security is avoided 
 in bankruptcy, therefore in the winding-up of a company a 
 security is to be avoided under similar circumstances ; but 
 that the intention of the legislature was simply to introduce 
 the bankruptcy rule that a secured creditor could only 
 prove for the balance of his debt after deducting the value 
 of his security, in order to do away with a well-known differ- 
 ence in the law as to proof by a secured creditor in adminis- 
 tration by the Court of Chancery, and in bankruptcy (/). 
 
 S. 10 of the Judicature Act, 1875, imports any additional 
 rules in bankruptcy, or any alterations which may be made 
 from time to time (g). 
 
 (a) Warrant Finance Co.'s Case, H. L. 9 A. C. 434; Be Hopkins, 
 
 10 Eq. 11, cited, supra. 18 Ch. D. 370; Be Maggi, Wine- 
 
 (V) Be Hopkins, 18 Ch. D. 370, house v. Winehouse, 20 Ch. D. 545 ; 
 
 at p. 378. Baihvay Steel, &c, Co., 8 Ch. D. 
 
 (c) Caermarthen, &c, Coal Co., 183 ; Moor v. Anglo-Italian Bank, 
 24 W. E. 109. 10 Ch. D. 681 ; Milan Tramways 
 
 (d) Milan Tramways Co., 25 Ch. Co., supra. 
 
 D. 587, ante, p. 97. (/) Be Withernsea Brickworks, 
 
 (e) Be Withernsea Brickworks, 16 Ch. D. 337, 341. As to the 
 16 Ch. D. 337, overruling Be Print- mutual credits section of the Bauk- 
 ing, &c, Begistering Co., 8 Ch. D. ruptcy Act, see Campbell's Case, 4 
 535, and approving Be Bichards & Ch. D. 470, 475. 
 
 Co., 11 Ch. D. 676. See also (g) Mersey Steel and Iron Co. 
 
 Mersey Steel and Iron Co. v.Naylor, v. Nuylor, supra. 
 
 9 Q. B. D. at p. 668, affirmed by
 
 102 Rule as to Proof. 
 
 Chap. S. 10 of the Judicature Act, 1875, does not introduce the 
 
 VII. provision of s. 32 of the Bankruptcy Act, 1869 (a), that 
 
 all debts (with certain exceptions) are to be paid pari 
 
 Proof of passu (b). It affects only the rights of the class of secured 
 Debts. creditors as conflicting with those of the class of unsecured 
 creditors ; it does not affect the rights inter se of members 
 of those classes (b). It is not intended to enlarge the 
 assets of an insolvent estate, but only to vary the rights 
 of the persons entitled to the assets ; and, therefore, it 
 does not apply the rules of bankruptcy so as to make an 
 unregistered bill of sale void as against the unsecured 
 creditors of an insolvent company (c). 
 
 As to the rights of mortgagees of real estate of a company 
 ordered to be wound up, who have contracted for the sale 
 of the mortgaged property, and received a deposit, and as 
 to form of order, see case below (d). 
 
 The doctrine of Ex parte Waring is as follows : — Where 
 the estates of both drawer and acceptor of a bill of exchange 
 are insolvent and in course of judicial administration (e), 
 and as between such parties, funds or securities have been 
 especially set aside to meet the bill, the holder, though 
 himself no party to the arrangement, may, if he has a 
 right of proof against both parties (/), demand the appro- 
 priation of such funds to meet the acceptance, or may 
 realize the securities, and prove for the balance (g). The 
 rule applies, even though the party sending remittances, 
 &c, was not a party to the bill, as drawer or endorser, so 
 long as the bill be drawn in respect of a transaction for 
 which he was liable (h). It is, however, subject to the 
 rights of joint creditors, where the drawer and acceptor of 
 the bills are two firms who have been engaged in a joint 
 transaction (i). 
 
 ((/) See now s. 40 of the Act of (/) Vaughan v. Halliday, 9 Ch. 
 
 1883, 46 & 47 Vict. c. 52. 561. 
 
 (b) Be Maggi, Winehouse v. (g) Ex p. Waring, Be Brick- 
 Winehouse, 20 <Jh. D. 545. wood, 19 Ves. 344; City Bank v. 
 
 (c) Be Count Epineuil, Tadman Luckie, 5 Ch. 778. Where rule 
 v. Epineuil, 20 Ch. D. 217. See was held inapplicable, see Ex p. 
 Stockton Iron Co., 10 Ch. D. 335 ; Banner, Be Tappenbeck, 2 Ch. D. 
 Be Knott, 7 Ch. D. 549, n. ; Crum- 278 ; Ex p. Lambton, Be Lindsay, 
 lin Viaduct Works Co., 11 Ch. D. 10 Ch. 405. The doctrine of Ex p. 
 755. See infra, as to bills of sale Waring does not apply to Scotland, 
 and registration of debentures. Boyal Bank of Scotland v. Corn- 
 ed) Oxford and Canterbury Hall mercial Bank of Scotland, 7 App. 
 
 Co., 5 Ch. 433. Cas. 366 ; Ex p. Dever, Be Suse 
 
 (e) Ex p. Gomez, Be Tglesias, (No. 2), 14 Q. 13. D. 611. 
 10 Ch. 639; Ex p. General South (h) Exp. Smart, Be Bichardson, 
 
 American Co., Be Yglesias, 10 Ch. 8 Ch. 220. 
 635. (0 Exp. Dewhurst, Be Leggatt,
 
 Rule as to Proof. 103 
 
 The above principle only applies when the acceptor or chap 
 drawer is a company which has been ordered to be wound yjj 
 
 up, where it is shewn that the company is actually in- ' 
 
 solvent (a). The proof must be reduced by the amounts Proof op 
 received by the bill-holders from the securities, and any Debts. 
 dividends received on the excess of an original over a 
 reduced proof must be refunded (&). 
 
 A vendor's lien for unpaid purchase money in respect of 
 land (c), or of a patent (d), and a maritime lien (e), or an 
 unpaid vendor's right to stop goods in transitu (e), can be 
 enforced in a winding-up. 
 
 Where a company deposited title-deeds with a bank " as 
 collateral security for bills under discount," and at the 
 time the company was wound up they were indebted to the 
 bank in respect of other bills than those actually dis- 
 counted for them, and the securities realized more than 
 was sufficient to cover the latter bills, it was held that the 
 bank was entitled to hold the balance of the proceeds upon 
 the sale of the securities, to meet the whole amount due to 
 them by the company (/). 
 
 If a creditor, believing himself to be fully secured, does 
 not take the trouble to prove for his debt in the winding-up, 
 and has not assessed his security at all, it has been held, 
 under such circumstances, that he was not prevented, by 
 the operation of s. 10 of the -Judicature Act, 1885, and r. 101 
 of the Bankruptcy Eules, 1870 (g), from coming in and 
 proving for the unsecured balance of his debt, provided he 
 did not disturb any past dividend (/<). 
 
 The rule in bankruptcy that there cannot be a double 
 proof against the same estate in respect of the same debt, 
 applies in cases of winding-up under the present Acts (i). 
 
 Where a secured creditor under an ordinary agreement 
 
 8 Ch. 965; Baldwin on Bank- 20 Eq. 325; Rio Grande do Sid 
 
 ruptcy. Steam Co., 5 Ch. D. 282. 
 
 (a) Neiv Zealand Banking Corp., (/) General Provident Ass. Co., 
 Eickie's Case, 4 Eq. 226. Sed Ex p. National Bank, 14 Eq. 507. 
 qucere, and see cases Lindley (5th (</) See now the Bankruptcy 
 ed.), p. 727. See Milan Tram- Eules, 1883, as to proof. 
 
 ways Co., supra. (h) Be Kit Mill Tunnel, 16 Ch. D. 
 
 (b) Barned's Banking Co., Ex 590. See also Ex p. Good, Be Lee, 
 p. Joint Stock Discount Co., 10 Ch. 14 Ch. U. 82. See supra, p. 91, 
 198. as to delay. 
 
 (c) But see Brentivood Brick Co., (i) Be Oriental Commercial 
 4 Ch. D. 562; Hamilton's Windsor Bank, Ex p. European Bank (1871), 
 Ironworks, 12 Ch. D. 707. See 12 Eq. 501 ; ib., 7 Ch. 99. As to 
 further, as to lien, ante, p. 78. proof by a creditor holding the 
 
 (d) Gore& Durant's Case, 2 Eq. company's debentures as a collateral 
 349. security, see Blakely Ordnance Co., 
 
 (e) Australian Navigation Co., 8 Eq. 244.
 
 104 Rule as to Proof. 
 
 Chap. °f suretyship lias proved in the winding-up and obtained 
 VII. a dividend, and the surety has also been sued in an action 
 
 and has had to pay the amount to him, see the case 
 
 Proof of below («). 
 
 Debts. The effect of s. 43 of the Act, requiring a register of 
 
 mortgages to be kept, and imposing a penalty for non- 
 registration, is not to make an unregistered charge in favour 
 of a director, or other officer of the company, void as 
 against the general creditors (b). 
 
 As to priority with other debts where a mortgage is not 
 duly registered in accordance with s. 43, see the case 
 below (c). 
 
 As to the priorities of incumbrancers on a sum found due 
 to a creditor, and remaining in the hands of the liquidator, 
 see the case below (d). 
 
 A company limited by shares may mortgage its uncalled 
 capital if authorized to do so by its memorandum and 
 articles of association (e) ; such a mortgage, when made by 
 the directors while the company is a going concern, is 
 effectual upon calls made in the winding-up, and entitles 
 the mortgagee to be paid out of such calls in priority to the 
 unsecured creditors of the company (e). So also if the 
 mortgagee is a shareholder (e). The mortgagee can fore- 
 close against the uncalled capital (/). 
 
 Debenture-holders. — For remedies of debenture-holders, 
 see post, Part VI., p. 467. 
 
 It is scarcely within the scope of this work to discuss 
 the question of the nature and effect of instruments 
 issued by a company in pursuance of their borrowing 
 powers ; this matter has been dealt with in the cases 
 mentioned below (</). But it may be stated generally that 
 
 (a) Gray v. Seckham, Be Gtty- tion where money is only to be 
 nog, &c, Colliery Co. (1872), 7 Oh. called up in a winding-up. See 
 (580. Ex p. Stanley, 4 De G. J. & S. 
 
 (b) Wright v. Ilorton, 12 App. 407; Black & Co.'s Case, 8 Ch. 
 Cas. 371. 254; and in lie Whitehouse & Co., 
 
 (c) Underbank Mills Cotton, &c, 9 Ch. D. 595. See Pyle Works 
 Co., 31 Ch. D. 226. See General Co. (No. 2) [1891], 1 Ch. 173. 
 Horticultural Co., Whitehouse^ (/) Sadler v. Worley [1894], 2 
 Claim, 53 L. T. 699. Ch. 170, the order can be made in 
 
 (d) General Horticultural Co., chambers on originating summons ; 
 Exp. Whitehouse, 32 Ch. D. 512. Oldreyv. Union Works, Ld.,W.1S. 
 
 (fi) Pyle Works Co., 44 Ch. D. (1895), p. 77. 
 
 534 ; Phoenix Bessemer bteel Co., (g) Athenceum Life Assce. Soc. 
 
 44 L. J. Ch.683 ; JS'ewton v. Anglo- v. Pooley, 3 De G. & J. 294 ; Ex 
 
 Australian, die., Co. {debenture- p. Chorley, 11 Eq. 157 ; Ex p. 
 
 holders of) [1895], A. C. 244. See Colborne and Straiubridge, 11 Eq. 
 
 Act of 1879, ana consider distinc- 478, and the numerous cases there
 
 Debenture-holders. 105 
 
 the use of any particular words has no defined "effect, for chap, 
 each instrument must be construed as a whole, and with yH_ 
 
 reference to the powers of the company by which it is 
 
 issued (a). To constitute a debenture, it is not necessary Proof of 
 that there should be a series of debentures (b). Any docu- P> EBTS - 
 ment which either creates a debt or acknowledges it, is a 
 "debenture." An agreement to issue debentures has been 
 held to be in effect a debenture (c). Thus, an agreement 
 with a company to pay a sum, and charging property of the 
 company with the repayment, and with a further promise to 
 execute a legal mortgage and to issue debentures to be 
 secured on all the property of the company, is itself a 
 debenture (d). Any document which on its face purports 
 to charge the property of the company to the holder is a 
 debenture ; and anything which amounts to an equitable 
 contract will be carried into effect to give a charge (e). But 
 a memorandum of deposit of title-deeds as security for a 
 current account, in which there was no acknowledgment 
 of any specific debt, and except so far as implied by an 
 agreement to execute a legal mortgage no promise to pay, 
 has been held not a debenture (/). 
 
 The authorities go to this, that where there is a distinct 
 promise held out by a company, informing all the world 
 that they will pay to the order of the person named, it is 
 not competent for that company afterwards to set up 
 equities of their own, and say that because the person who 
 makes the order is indebted to them they will not pay. 
 And therefore an indorsee or a transferee of such an instru- 
 ment for value can prove free from equities (g). If, also, a 
 
 reviewed ; Agra and Masterman's supra ; and see Queensland Land 
 
 Bank, 2 Ch. 391 ; Gen. Estates & Coal Co., Davis v. Martin [1894], 
 
 Co., 3 Ch. 758 ; Blakely Ordnance 3 Ch. 181. 
 
 Co., 3 Ch. 154. But cf. Natal In- (d) Levy v. Abercorris Slate Co., 
 vestment Co., 3 Ch. 355 ; Brunton's supra ; Edmonds v. Blaina Fur- 
 Claim, 19 Eq. 302. See also naces Co., supra ; Marine Mansions 
 Hujgs v. Northern Assam Tea Co., Co., 4 Eq. 601. 
 L. B. 4 Ex. 387 ; Crouch v. Credit (e) Boss v. Army & Navy Hotel 
 Fancier of England, L. B. 8 Q. B. Co., 34 Ch. D. 43; Queensland 
 374; Hamilton's Windsor Iron- Land & Coal Co., Davis v. Martin, 
 ivorks, Ex p. Pitman, lZCh.D. 707. supra; Brucklehurst v. Bailway 
 
 (a) Florence Land and Works Printing Co., W. N. 1884, p. 70. 
 Co., 10 Ch. D. 520. See Jenkinson.v. Brandley Mining 
 
 (b) Edmonds v. Blaina Furnaces Co., 19 Q. B. D. 568. 
 
 Co., Beesley v. Same, 36 Ch. D. (/) Topham v. Greenside Fire- 
 
 215 ; Levy v. Abercorris Slate Co., brick Co., supra. As to deben- 
 
 37 Ch. 1). 260. See Topham v. tures in two series not secured on 
 
 Greenside Glazed Firebrick Co., 37 any specific property, see James v. 
 
 Ch. D. 281, where it seems memo- Boythorpe Colliery Co., 2 Meg. 55. 
 
 randum was not a " debenture." (g) Per Wood, L. J., in Gen. 
 
 (c) Levy v. Abercorris Slate Co., Estates Co., 3 Ch. 758, 762. Ex p.
 
 106 Debenture-holders. 
 
 Chap, company has treated a transferee as a creditor, or has 
 VII. done anything to cause him to act in the belief that he 
 
 would be a creditor, it cannot avail itself of any set-off 
 
 Proof of against the transferor as against the transferee (a). But 
 Debtu w here the debt to the company is owing before the trans- 
 ferees complete their title to the debentures by giving 
 notice of or registering the transfer, set-off is allowed (b), 
 even though the debt, though then due, is not payable till a 
 later date (c). Where a commercial company mortgages 
 all its undertaking and property to secure debenture- 
 holders, and subsequently assigns to another person a 
 specific sum of money about to become due to it, in order 
 to secure advances for payment of wages and carrying on 
 business, the claim of the latter in the winding-up on the 
 specific sum is prior to the general claim of the former (d). 
 A debenture charging " the undertaking " (c), or the 
 " undertaking and property " (/), or " all the estate, 
 property and effects" (</), of the company, creates a 
 charge upon the property of the company, as it exists at 
 the date of the winding-up (h). Before an action is brought 
 to enforce the security on the commencement of a winding- 
 up, the company can dispose of its property by sale or 
 mortgage while carrying on its business in the ordinary 
 course (■/■). As against the going company, the debenture- 
 holders may obtain the appointment of a receiver (k). It 
 
 Colbome and Straivbridge, supra; effects"). 
 
 45 & 46 Vict, c. 61, s. 91, sub-s. 2. (Ji) Panama Mail Co., supra • 
 
 Cf. Natal Investment Co., supra. Marine Mansions Co., supra; 
 
 (a) Brunton's Claim, supra; Agra, Florence Land Co., Ex p. Maor, 
 cfc Master mans Bank, supra. supra; and see Hodson v. Tea Co., 
 
 (b) Christie v. Taunton, &c, Co. supra; Colonial Trusts Corp., Ex 
 [1893], 2 Ch. 175. p. Bradshaw, 15 Ch. D. 465, 472. 
 
 (c) Ibid. See also Re Home and Hellard, 29 
 
 (d) Hamilton's Windsor Iron- Ch. D. 736, where Florence Land 
 works, Ex p. Pitman & Edwards, Co. and Colonial Trusts Corp. were 
 12 Ch. D. 707; Wheatley v. Silk- distinguished. 
 
 stone and Ilaigh Moor Coal Co., 29 (i) Florence Land Co., Ex p. 
 
 Ch. D. 715. As to the preference Moor, supra ; Moor v. Anglo- 
 
 of debenture-holders, where no pos- Italian Bank, 10 Ch. D. 681, 687 ; 
 
 session has been taken of property, Hamilton's Windsor Ironworks, 
 
 over ordinary trade creditors, see Ex p. Pitman, 12 Ch. D. 707, 710, 
 
 Clarke v. West Colder Oil Co., 9 C. 712, 714. See the last two cases as 
 
 of S. Cas. 1017 (Sc). to such a mortgage having priority 
 
 (e) Panama Mail Co., 5 Ch. 318. over the charge. But as to sale of 
 (/) Marine Mansions Co., 4 Eq. the whole assets, see Hubbuck v. 
 
 601. Helms, 56 L. J. Ch. 536. 
 
 (g) Florence Land Co., Ex p. (k) Panama Mail Co., supra ; 
 Moor, 10 Ch. D. 530 ; and see Hod- Colonial Trusts Corp., Ex p. Brad- 
 son v. Tea Co., 14 Ch. D. 859 shaiv, supra. See as to this, Part VI., 
 ("stock, plant, chattels, and Chap. I., post, p. 471.
 
 Debenture-holders. 107 
 
 seems that the right of debenture-holders who have a Chap, 
 charge upon the undertaking of a company to apply to the yil. 
 
 Court to realize their security arises if the company parts 
 
 with the whole, or substantially the whole, of its under- Proof of 
 taking and assets otherwise than in the ordinary course of Debts. 
 business, or whenever the company ceases to be a going 
 concern (a). The moment the winding-up commences, 
 the money secured by such debenture charging the 
 property of the company becomes payable, and the de- 
 benture a security enforceable upon all the assets of the 
 company as they exist at the date of the winding-up (b). 
 
 Queere, whether s. 10 of the Judicature Act, 1875, has 
 affected the power of a company to charge after-acquired 
 property as against its other creditors (c). 
 
 As to whether debentures to bearer which have been 
 sealed but not delivered, have been issued before the 
 winding-up, see the case below (d). 
 
 Bills of sale given by joint stock companies are within 
 the Bills of Sale Act, 1882 (e). Sect. 10 of the Judicature 
 Act, 1875 (/), does not apply the rules of bankruptcy so as 
 to make an unregistered bill of sale void as against the un- 
 secured creditors of an insolvent company (g). The Bills 
 of Sale Acts, 1878 and 1882, do not apply to the mortgages, 
 charges, or debentures of any incorporated company, for 
 the registration of which other provisions have been made 
 by the Companies Clauses Act, 1845, or the Companies 
 Act, 1862 (//). There is no such provision for registration 
 of debentures of Provident and Industrial Societies ; they 
 are therefore void unless registered and in the form re- 
 quired by the Bills of Sale Acts (i). 
 
 In a proper case, or where the amount due to holders of 
 debentures, constituting a first charge on all the assets, 
 exceeds their value, application is sometimes made that 
 the liquidator be at liberty to give possession of property, or 
 to transfer the assets, to a trustee for the debenture-holders. 
 
 As to enforcing securities by mortgage-debenture holders, 
 see 2>ost, Part VI., Chap. I. 
 
 (a) Hubbuck v. Helms, supra, (g) Re Count Epineuil, Tad man 
 
 (b) Wallace v. Universal, Auto- v. Epineuil, 20 Ch. D. 217. 
 matic, &c, Co. [1894], 2 Ch. 547, (Ji) Standard Manufacturing Co. 
 approving Hodsonv. Tea Co., supra. [1891], Ch. 627; 45 & 46 Vict. c. 
 
 (c) Florence Land Co., supra. 43, s. 17; Read v. Joaunon, 25 
 
 (d) Mowatt v. Castle Steel, &c, Q. B. D. 300. 
 
 Co., 34 Ch. D. 58. (**) Great Northern Railway Co. 
 
 (e) 45 & 46 Vict. c. 43; Cun- v. Coal Co-operative Association 
 
 ningham & Co., 28 Ch. D. 682. [1896], 1 Ch. 187. 
 
 (/) As to this, see ante, p.
 
 )L fatdlU^ 
 
 i 
 
 
 -(Tti^+f- Jh-l^f^^) ^c/.n /g/z A^J- &?<S- 
 
 A<7~ %° l Jf£^ l t^U ;^_ ^ «^_ 
 
 Debts. 
 
 Chap. Policy-holders and annuitants. — When a life insurance 
 
 VII. company is wound up, the liquidator must ascertain the 
 
 value of all policies and annuities appearing in the books 
 
 Proof op of the company, and give notice to the holders of such 
 policies or annuities, who will be bound by the valuation 
 unless they dispute it within the prescribed time (a). 
 
 A holder of a current life-policy, or an annuitant, is 
 entitled to prove for the estimated value of the policy or 
 annuity (b). 
 
 Although premiums due between the presentation and 
 the order must be paid before the policy can be received 
 for valuation (c), yet the policy is not avoided by non- 
 payment of premiums after the presentation of the petition 
 on which a winding-up order is subsequently made (d). 
 The time as from which the valuation of an annuity or 
 a policy will be made is the date of the winding-up order (e). 
 But non-payment of premiums which had become due before 
 the presentation of the petition will avoid the policy, unless 
 at that time there were no proper means open to the policy- 
 holder of making the payment (/). 
 
 As to priority between policy-holders, see Mcfver's 
 Claim (g). 
 
 Holders of annuities granted by insurance companies are 
 creditors of the company from the day when the annuity 
 begins to run. The liability of the company may be 
 limited by its constitution or the terms of the annuity 
 deed; and whether the annuity is a secured debt or not 
 depends on like considerations. 
 
 The difference of opinion which existed as to the proper 
 method of valuing current policies of life insurance (Ji) 
 has now been settled by the legislature (i), which has in 
 
 (a) See L. A. C. Act, 1872, 
 schedule. 
 
 (b) Hunt's Annuity Case, Be 
 English and Irish Church, &c. t 
 Ass. Soc., 1 H & M. 79. See 
 Wyatt's Case (Alb. Arb.), Reil. 
 42. As to policy-holder not being 
 a secured creditor, see March v. 
 
 Att.-Gen.5 Beav. 4* 
 
 The rights 
 
 of policy-holders and annuitants in 
 incorporated proprietary companies, 
 incorporated mutual companies, and 
 unincorporated companies, will be 
 found clearly stated in Lindley, 
 737 (5th ed.). 
 
 (c) Wallberg's Case (Eur. Arb.), 
 
 7 3jOF//"m}E: E mf&&8*+f^±a 
 
 'sl uilc o^/^il (d) Cook's Policy, 9 Eq. 70c 
 
 
 Lancaster's Case, 14 Eq. 72 n. 
 See 1 Ch. D. 307. 
 
 (e) Lancaster's Case, supra. See 
 this case as to how the value of 
 the annuity is calculated ; and see 
 now s. 10 of Judicature Act, 1875, 
 ante, p. 88. See Holdich's Case, 
 14 Eq. 72, 80. See Albert Life 
 Ass. Co., 9 Eq. 706. But see. ju, 
 Mctcfar lane's Clai m, infra^^^/ 7 ty*^ 
 
 (/) Conquest's Case (Eur. Arb.), 
 L. T. G7, USI. 
 
 (g) 5 Ch. 424. Q- ) 
 
 (h) BeU^ase^QJ^JM; Lan- 
 caster's Case, 14 Eq. 72 ; Alb. 
 Arb. Keil. 76 ; LToldich's Case, ib./ i^ u 
 
 (i) 35& 36 Vict, c. 41 J j^5 t y g ' ^ ' 
 
 i
 
 j-£t*.& 
 
 
 
 -V. <y 
 
 & /L 
 
 S- 
 
 e ' ^Policii-holders. 
 
 **^ 109 
 
 substance adopted the rule in 'Lancaster's Case (a). The Act Chap, 
 does not apply to companies where the commencement yil. 
 
 of the winding-up is before the 6th August, 1872, unless 
 
 the Court having cognizance of the winding-up so order ; Proof op 
 which order that Court is empowered to make if it think Debts. 
 expedient so to do, on the application of any person in- 
 terested in the winding-up. But the rule does not apply 
 where, under the contract of assurance, a stated sum is 
 payable on the policy at the winding-up (b). 
 
 Under the present law, therefore, in the winding-up of 
 an insurance company — (1) matured claims or policies are 
 valued at the amount, including accrued bonus, which was 
 payable on them at maturity ; (2) immature claims are 
 valued in accordance with the first schedule of the Life 
 Assurance Companies Act, 1872 (c) ; annuity contracts are 
 valued under the second schedule of the same Act (c). 
 
 When a policy-holder or annuitant of one insurance 
 company accepts an amalgamation of his company with 
 another company, he can only claim on such other com- 
 pany as if he had originally obtained policies or annuities 
 from that company (d). 
 
 When a company granted an annuity with a right to 
 re-purchase the same for £6,500 on giving six months' 
 notice to the grantees ; and the company was subsequently 
 wound up ; but at the date of the winding-up no notice 
 of intention to re-purchase had been given, and none was 
 subsequently given by the liquidator, it was held that the 
 proof must be confined to the sum of £6,500 (e). 
 
 In the winding-up of an insurance company, the im- 
 portant questions for consideration are — 
 
 ! (1.) The number of matured claims or contracts on 
 which a present liability exists. 
 
 (2.) The number of immature claims whereon the liability 
 is still contingent. • 
 
 (a) See note (e), supra. 
 
 (b) British Imperial Assce. Corp., 
 47 L. J. Ch. 318. 
 
 (c) As to the subsequent death 
 of the assured after the date of 
 the winding-up order, but before 
 proof, and the time for sending in 
 claims, and his right to full pay- 
 ment, see Albert Life Assce. Co., 
 9 Eq. 70(i, decided before the Juu. 
 Act, 1875 ; but see now s. 10 of 
 that Act, ante, p. 88, and s. 37 of 
 the Bankruptcy Act, 1883, ante, 
 p. 89, and Macfarlane's Claim, 
 
 17 Ch. D. 337. And Great Britain 
 Mutual Life Ass. Soc, 20 Ch. 1). 
 351 (a case of reduction of con- 
 tracts). 
 
 (d) Indemnity's Case, Reillv, 33, 
 16 Sol. J. 141 (Alb. Arb.). But 
 see also Sovereign Life Assce. Co. 
 v. Dodd [1892], 2 Q. B. 573, as to 
 his right of set-off where he has 
 borrowed money from the company 
 on his policies. 
 
 (e) Tlie British Nation Life As- 
 surance Association, 27 W. It. 443.
 
 110 Claim on Contracts. 
 
 Chap. (3.) Whether all claims are payable out of the same 
 VII. funds. 
 
 (4.) If not, whether any claims are secured or come in 
 
 Proof of on ly with the claims of general creditors (a). 
 Debts. 
 
 Claims on contracts. — If the performance of a contract 
 
 becomes impossible on account of the company being 
 wound up, the person with whom the contract was made (/>) 
 can prove for the damages consequent upon its non-per- 
 formance (c). But a claim for damages cannot be allowed 
 merely on the ground that the winding-up constituted in 
 itself a breach of contract, inasmuch as permission might 
 be given to the liquidator under the winding-up to perform 
 the contract (d). 
 
 If a person has entered into an agreement to place the 
 shares of a company which is wound up, he can prove for 
 damages caused by the winding-up and his inability to 
 place shares in consequence (e). 
 
 Proof will be allowed on a cross claim arising under a 
 contract under such circumstances as the following : where 
 a company contracted to do particular work, and keep it 
 in repair for two years, and if, before the expiration of the 
 two years, B., the other party to the contract, should give 
 them notice, the company were to keep the work in repair 
 for fifteen years, and before the two years had expired, 
 or any notice had been given, the company was ordered 
 to be wound up ; it was held that B. might prove for the 
 breach of the contract to repair for fifteen years (/). 
 
 "Where an action was brought against a company to 
 recover an instalment of a debt alleged to be due under 
 an agreement the existence of which was denied by the 
 
 (a) See Porter on Insurance. Fox and Braithwaite 1 s Claim, 56 
 
 (b) The contract must be made L. T. 833. As to a claim by a 
 ■with the claimant or some person railway contractor for the contract 
 through whom he derives title, see money in priority, see South Eastern 
 Empress Engineering Co., 16 Ch. D. of Portugal By. Co., 17 W. E. 982. 
 125; Ex p. Peace, Botherham Alum Quaere what are the rights of a 
 Co., 25 Ch. D. 103. See also claimant for unliquidated damages 
 British Waggon Co. v. Lea, 5 not arising out of a contract or 
 Q. B. D. 149, where there was a promise, if any. 
 
 supervision order. (d) Ex p. Tondeur, 5 Eq. 160, 
 
 (c) Ebbw Yale Co.'s Claim, 8 Eq. a case of a bill of exchange ; Be 
 14 (sanction refused to liquidator Barber it- Co., 9 Eq. 725. 
 
 to sign acceptances for the goods). (e) Iuchbald v. Western Neil- 
 
 Lafitte & Co. v. Lafitte, 42 L. J. Ch. gherry Coffee Co., 17 C. B. N. S. 
 
 716. See Trent and h 'umber Co. ,4 733. 
 
 Ch. 112. As to a building agree- (/) Asphaltic Wood Pavement 
 
 ment and a condition precedent, see Co., Lee and Chapman s Case, 30 
 
 Northumberland Avenue Hotel Co., Ch. D. 21b'.
 
 Amalgamated Companies. Ill 
 
 company, judgment for the plaintiffs, whether by consent or Qj. an 
 after hearing, precludes the liquidator from denying the VII 
 
 existence of the agreement on a proof being sent in for the " 
 
 total amount due under the agreement (a). Proof of 
 
 Amalgamated companies. — When the business of one com- 
 pany has been made over to another, it becomes important 
 in a winding-up of either of such companies to inquire 
 whether a creditor has accepted the new company as his 
 debtors in substitution for the liability of his old company. 
 Such questions have usually arisen in the case of insurance 
 companies before the Life Assurance Companies Act, 1872. 
 Novation, as it is termed in Civil Law (b), has been con- 
 sidered by the Court of Chancery, as well as by Lord 
 Cairns and Lord Westbury in the Albert and European 
 Arbitrations, to be a question of intention ; the intention 
 being a question of fact ; but great difference of opinion 
 has existed as to the evidence of the fact (<?). Far more 
 cogent and precise proof of an acceptance by a creditor 
 of the liability of a new company, in the case of the union 
 of two companies, has been required, than of an acceptance 
 of a new firm as his debtors where other partners have 
 entered into an existing firm(rf). "In order to constitute 
 a novation it must be tripartite — the creditor, the original 
 debtor, and the new debtor must all be parties to it " (e). 
 It may be stated as a general result of the cases in 
 Chancery that if a creditor, where there has been an 
 amalgamation, receives in substance notice that he has 
 his election whether he will take the liability of the new 
 
 (a) lie South American and Conquest's Case, ib. 334 ; Cocker's 
 Mexican [1895], 1 Ch. 37. Case, 3 Ch. D. 1 ; Bowse's Case, ib. 
 
 (b) Just. lost, III. tit. 29 (30). 384 ; Miller's Case, ib. 391. But 
 
 (c) See Family Endowment Soc, as to annuitants, see Family E n- 
 5 Ch. 118, 137, •per Giffard, L.J. ^dowment Soc., 5 Ch. 118 : India 
 Cf. the earlier case of British Pro- ' and LonbToii Life AssceTCo., 7 Ch. 
 vident Ass. Soc, 10 L. T. 326. 651 ; National Provincial Life 
 See the numerous cases in the Ass. Soc, 9 Eq. 306. As to nova- 
 Albert and European Arbitration, tion in cases other than insurance 
 Eeil. 5, 46, 84. The following is companies, see Commercial Bank 
 a collection of the principal cases : — of India and the East, 18 L. T. 
 Times Life Assce. Co., 5 Ch. 381 ; 668 ; Smith, Knight, & Co., 4 Ch. 
 Anchor Assce. Co., ib. 632 ; Man- 662 ; Saxon Life Assce. Soc, 2 
 Chester and London Assce., ib. 640 ; J. & H. 408 ; Taurine Co., 38 
 National Provincial Life Assce. L. T. 53. 
 
 (Soc, 9 Eq. 306; Exp. Blood, ib. (d) Family Endoioment Soc, 
 
 316 ; Merchants' Assce. Soc, ib. 694 ; supra. 
 
 Fleming's Case, 6 Ch. 393 ; Crif- (e) Manchester and London Life 
 
 fith's Case, ib. 374 ; Even's Claim, Assce., 9 Eq. 643, 649, per James, 
 
 16 Eq. 354; Hort's Case, 1 Ch. D. V.C. 
 
 307 ; Harman's Case, ib. 326 ; 
 
 Debts.
 
 112 Amalgamated Companies. 
 
 Chap, company in lieu of that of the old company or not, and 
 VII.' then, even without any express contract, he acts upon it 
 
 ' and takes benefits from the new company which he could 
 
 Proof of only obtain if he had assented to the substitution, the 
 Debts. Court will, unless there is proof to the contrary, find that 
 he has so agreed to accept the liability of the new com- 
 pany (a). 
 
 "Where the amalgamation is ultra vires, the company 
 is not entitled to be dissolved, and may be resuscitated for 
 purposes of winding-up when its contract debts fall due, 
 unless it can be proved that the contract-holders had full 
 knowledge or sufficient notice, and assented in such a 
 manner as to agree to look to the transferee company only 
 for satisfaction (b). 
 
 Before the Life Assurance Companies Act, 1872, there 
 was a difference of opinion between Lord Cairns and Lord 
 Westbury as to how far, and under what circumstances, 
 a novation was constituted by a policy-holder merely stand- 
 ing by and paying premiums to a new company after 
 notice of an amalgamation ; and this point had not been 
 settled by any decisions. That Act now provides that 
 where a company transfers its business to or becomes 
 amalgamated with another company, no policy-holder shall 
 by reason of any payment of premiums to the other com- 
 pany, or any other act, be deemed to have accepted in lieu 
 of the first-mentioned company the liability of the other 
 company, unless he expressly abandons his claim by a 
 written agreement to that effect (c). 
 
 Rent, rates, taxes, &c. — As to proof for rent, rates, taxes, 
 &c, see Chapter V., ante, pp. 67, 71. 
 
 Costs. — As to costs, see Chapter XIV. 
 
 Crown. — As to the right of the Crown, see Chapter V., 
 ante, p. 73. 
 
 Promoters. — If a promoter (d) procures a company to 
 
 (a) Silencer's Case, 6 Ch. 362, C. J. ; Emma Mining Co. v. I 
 370, a case of a policy-holder. 4 C. P. D. 396 ; per Lindley, J. ; 
 
 (b) Conquest's Case, 1 Ch. D. IVJialey Bridge Printing Co. v. 
 334 ; Smith, Knight, & Co., 4 Ch. Green, 5 Q. P. D. 109; Erlanger 
 662. v. New Sombrero Co., 3 A pp. (Jas. 
 
 (c) 35 & 36 Vict. c. 41, s. 7. 1218 ; Emma Mining Co. v. Grant, 
 But cf. such cases as Hort's Case, 11 Ch. D. 918 ; New Sombrero Co. 
 supra. v. Erlanger, 5 Ch. D. 73; BagnaU 
 
 (d) For the definition of pro- v. Carlton, 6 Ch. D. 371; Great 
 moters, see Twycross v. Grant, 2 Wheal Polgooth, 53 L. J. Ch. 42 ; 
 C. P. D. 469; 541, per Cockburu, Lydney and Wigpool Iron Co. v.
 
 Promoters. 113 
 
 be formed by improper and fraudulent means, and for Chap, 
 the purpose of securing a profit to himself, which if the vil. 
 
 company was successful it would be unjust and inequitable 
 
 to allow him to retain, and the company proves abortive, Proof of 
 and is ordered to be wound up without doing any business, D ebts - 
 the promoter will not be allowed to prove, either in respect 
 of his services in forming the company, or as an officer 
 of it after the company was registered (a). Nor can the 
 promoter's solicitor prove for items incurred before the 
 formation of the company (/>). But the company may not 
 be able to avoid liability if it has done business and has 
 taken the benefit of the services (c). 
 
 A claim for damages for breach of an agreement entered 
 into before the company was in existence, which is in- 
 capable of confirmation, will not be allowed; and the 
 company will not be bound by acts which have evidently 
 been done under an erroneous belief that the agreement 
 was binding, if such acts do not amount to evidence of a 
 fresh agreement (</). 
 
 Other examples. — The following are further examples 
 of claims which may be allowed, and of persons who can 
 prove : — 
 
 An assignee, either equitable (c) or by virtue of s. 25, 
 sub-s. 6, of the Judicature Act, 1873 (/). The right to 
 prove is not affected by the fact that the holders of nego- 
 tiable instruments purchased after ihe passing of resolu- 
 tions to wind up, but without notice of their having been 
 passed (/). A contributory who has bought up a debt 
 for a less sum than is actually due thereon, may prove 
 for the full amount of the debt and not merely for what 
 he has paid (g). But when the assignor is a shareholder, 
 
 Bird, 33 Ch. D. 85 ; Ladywell 11 Ch. D. 918. 
 
 Min ing Co. v. Brookes, lb. v. Hug- (d) Northumberland Avenue Hotel 
 
 yons, 35 Ch. D. 400. And see now Co., 33 Ch. D. 16. See In 
 
 53 & 54 Vict. c. 64, s. 3. re Patent Ivory Manufacturing 
 
 (a) Hereford Waggon and En- Co., 38 Cb. D. 156. 
 
 gineering Co., 2 Ch. D. 621, per (e) Ex p. Colborne and Straw- 
 
 Mellish, L.J. ; Rotherham Alum bridge, 11 Eq. 478; Gorringe v. 
 
 and Chemical Co., 25 Ch. D. 103 ; Irivell India Rubber, &c, Works, 
 
 53 L. J. Ch. 290. See Madrid 34 Ch. D. 128, cited, ante, p. 81. 
 Bank, Ex p. Williams, 2 Eq. 216, (/) Milan Tramivays Co., Exp. 
 
 as to promotion money. Theys, 25 Ch. D. 587. 
 
 (b) Rotherham Alum and Che- (g) Humber Ironworks Co., 8 
 mical Co., supra. Eq. 122. But not a person in the 
 
 (c) Empress Engineering Co., 16 position of a trustee, Ex p. Lark- 
 Ch. D. 125. Cf. Rotherham Alum ing, 4 Ch. D. 566 ; afid, it appears, 
 and Chemical Co., supra. See not a director, Milan Tramivays 
 Emma Silver Mining Co. v. Grant, Co., Ex p. Theys, supra. 
 
 E.W. I
 
 114 Various Examples. 
 
 Chap, the assignee can only purchase the debt subject to a right of 
 VII. set-off by the company of all calls which may be made sub- 
 
 sequently to the assignment, and previously to payment (a). 
 
 Proof of Damages for calls where a contract for Bhares has not 
 Debts. heen registered under s. 25 of the Act, 18G7 (6), have 
 been allowed; but a similar claim by preference share- 
 holders has been dismissed, and the above cases are 
 virtually overruled. The shareholders might, on finding 
 out that the shares were not in point of law fully paid up, 
 rescind the contract to take them, but as after an order to 
 wind up there could be no rescission, tin ly haw no remedy 1 i ►. 
 
 A person who has been held not to be a shareholder, or 
 has properly repudiated shares before the winding-up, for 
 amounts paid thereon (d). 
 
 A claim for damages for wrongful forfeiture of shares (<). 
 
 AVhere an action has been commenced against a com- 
 pany and continued by leave after a winding-up order, and 
 before trial an order has been obtained to dismiss the 
 action for want of prosecution, the plaintiff in the action is 
 not debarred from bringing forward a claim in the same 
 matter in the winding-up (/). 
 
 A trustee for a company, to indemnify himself for liabili- 
 ties incurred by him as such trustee (g). 
 
 Directors for liabilities incurred by them as agents of 
 the company (//). 
 
 Holders of bills, as for money advanced, where the ac- 
 ceptance was invalid as against the company (/). 
 
 Holders of bills of exchange with foreign indorse- 
 ment (A). 
 
 (a) China Steamship Co., Ex p. D. 681. 
 
 Mackenzie, 7 Eq. 240 ; Ex p. James, (g) Ex p. Oriental Commercial 
 
 8 Eq. 225, and see Chap. VIII., Bank, 3 Ch. 791; Hunt's Chum, 
 
 " Contributories," and as to set-ofl", 20 W. R. 4:J5 ; Hughes' Claim, 13 
 
 infra, p. 120. Eq. 623. 
 
 (b) Mudford's Claim, 14 Ch. D. (Jt) Re Irish Exhibition in Lon- 
 634; Ex p. Appleyard, 18 Ch. D. don, Ld., 10 T. L. R. 215. 
 
 5S7. But qu., and see Hoitlds- (i) London aw! Mediterranean 
 
 worth v. City of Glasgow Bank, Bank, Exp. Birmingham Banking 
 
 infra, p. 116, and. Addlestone Lino- Co., 3 Ch. 651. As to proof on 
 
 leum Co., infra. See Govern mud bills, see Adansonia Eibre Co., 
 
 Security Co. v. Dempsey, 50 L. J. Miles's Claim, 43 L. J. Ch. 732 ; 
 
 Q. B. 199. Ex p. Overend, Gurney, & Co., 
 
 (c) Addlestone Linoleum Co., 37 Land Credit Co. of Ireland, 4 Ch. 
 Ch. D. 191 ; Houldsworth v. City 460 ; Ex p. Bank of London, Be 
 of Glasgow Bank, supra. Bamed's Banking Co., 17 W. R. 
 
 (d) Alison's Case, 9 Ch. 1. 634; Ex p. Loder, 37 L. J. Ch. 
 
 (e) New Chile Gold Mining Co., 846. 
 
 45 Ch D 598. (&) Marseilles Extension, <ec 
 
 (/)' Orrell Colliery Co., 12 Ch. By. Co., 30 Ch. D. 598. As to the
 
 Various Examples. 
 
 115 
 
 Holders of bills accepted under a conditional authority Chap, 
 from the directors (a). yjj # 
 
 Where drafts on the head office of a banking company 
 
 were given at a distant foreign branch in consideration of Proof of 
 moneys paid in at that branch, after presentation of a Debts - 
 petition and appointment of a provisional liquidator in 
 England, but before any notice of the stoppage of the 
 bank in London had been received at the foreign branch, 
 and before the date of the winding-up order, it was held 
 that, in cases of mutual credits arising between the bank 
 and the holders for value of the drafts, and the persons by 
 whom the consideration was paid, the holders were entitled 
 to prove (b). 
 
 Expenses of protest for non-payment of a bill, but not of 
 expenses of protest for better security, nor for commission 
 charged by bankers for accepting the bill (c). 
 
 A claim in full by a person who had entrusted bills to a 
 bank for collection (d). 
 
 An adventurer in a cost-book company for share of stock 
 and plant (e). 
 
 A solicitor's bill, as a debt subject to taxation (/). 
 
 Claims for indemnity against the company (<j) ; but the 
 same debt cannot be proved twice over. 
 
 A claim against a company although some of the 
 members may be entitled to indemnity from others (/<). 
 
 Scrip entitling the bearer to a bond for the amount with 
 interest (i). 
 
 A debt arising from instruments upon which money was 
 borrowed ultra vires, so far as the company had the benefit 
 of the sums of money for legitimate purposes (k). 
 
 damages recoverable when a bill of 
 exchange is dishonoured abroad, 
 see Commercial Bank of South 
 Australia, 36 Ch. D. 522. 
 
 (a) Land Credit Co. of Ireland, 
 4 Ch. 460. 
 
 (b) Oriental Bank Corp., Ex p. 
 Cuillemin, 28 Ch. D. 634 ; see this 
 case, ante, p. 80. 
 
 (c) English Bank of Biver 
 Plate, Exp. Bank of Brazil [1893], 
 2 Ch. 438. 
 
 (d) Commercial Bank of South 
 Australia, W. N. 1887, p. 44. 
 
 (e) Prosper United Mining Co., 
 7 Ch.286. See Frank Mills Mining 
 Co., 23 Ch. D. 52, as to a retiring 
 shareholder in Cost-Book Company. 
 
 (/) Terrell v. Button, 4 H. L. C. 
 
 1091 ; Ex p. Quilter, 4 De G. & S. 
 183. And see as to taxation, post, 
 p 259. Ex p. Evans, 11 Eq. 151 ; 
 Ex p. Ditton, 13 Ch. D. 318 ; Re 
 Brabant, Sol. J. 1879, p. 779. And 
 see where proceedings were ultra 
 vires, Ex p. Howard and Dollman, 
 1 H. & M. 433. 
 
 (jg) Ex p. European Bank, 7 Ch. 
 99; Hughes' Claim, 13 Eq. 623; 
 Anglo- Australian Co.'s Case, 4 
 N. R. 48. 
 
 (h) Brampton, &c, By. Co., 10 
 Ch. 177. 
 
 (*') Goodwin v. Boberts, 1 App. 
 Cas. 476. 
 
 (k) Cork and Youghal By. Co., 
 4 Ch. 748.
 
 110 Various Examples. 
 
 Chap. Moneys borrowed by fraud of agent and bona fide applied 
 
 VII. directly or indirectly for the benefit of the company (a). 
 
 But in the following instances claims will not be allowed : — 
 
 Pboopof Damages in the winding-up where a shareholder has 
 Debts. been induced to take shares by fraud (/>). 
 
 Claims for goods sold, or services, to an unincorporated 
 association; in such cases, the persons individually who 
 ordered the particular goods or services are liable (c). 
 
 A claim on policies which are void for non-compliance 
 with 30 Vict. c. 23, s. 7 (d) ; but a claim will be allowed if 
 there is sufficient admission of liability in the books of the 
 company (e). 
 
 A claim for arrears of rent-charge which had accrued 
 since the liquidators had repudiated the land (/). 
 
 Remuneration by directors, if the articles do not provide 
 for it (</). 
 
 A claim on a bill of exchange accepted only by one of 
 several liquidators without proper authority (h). 
 
 Claims against promoters, directors, or other persons, but 
 not against the company itself (i). 
 
 Claim by solicitor of promoter for items incurred before 
 the formation of the company (k). 
 
 Claims upon contracts which are ultra vires (7) ; or costs 
 incurred by a solicitor in matters he knew to be ultra 
 vires (m) ; or a claim on a promissory note not signed by 
 authorized agent, or not given in the ordinary course of 
 business, or necessary for carrying it on (n). 
 
 (a) lb. See Ex p. Shoolbred, Re 654. But see Leicester Club and 
 Japanese Curtain*, &c, Co., 28 Ra oursi Co., Ex p. Cannon, 30 
 W. R. 339. As to where there were Ch. 1>. 629, and Dale and Plant, 
 no borrowing powers, see Troup's Ld.,ante, p. 93, under " Directors, 
 ( 'ase, Rt I'h •■ f rir Telegraph Co. of Officers, and Servants." 
 
 Ireland, 2-' Beav. 471. (h) London and Mediterranean 
 
 (b) Houldsworth v. City of Glas- Bank, Bolognesi's Case, 5 Ch. 7 
 gow Bank, 5 App. Cas. 317. See («') London Murine J/ t s. Ass., 
 post, p. 174, as to rescinding con- 8 Eq. 17<i ; Wryghtds Case, 2 
 tracts for shares, and cf. MudforoVs De G. M. & G. 636, 640, and see 
 Claim, and Ex p. Appkyard, supra, 5 De G. & S. 244; Pritchard's 
 p. 114. Case, 4 De G. & S. 323 ; 5 De G. M. 
 
 (c) London Marine Ins. Ass., & G. 484 ; Pickering's Claim, infra. 
 and cases, infra. See Arthur (k) Rotherham Alum Co., 25 
 Average Ass., 3 Ch. D. 522. Ch. D. 103. 
 
 (d) Arthur Average Ass., Ex j). (I) See Zulueta's Claim, L. R. 
 Hargrove & Co., 10 Ch. 542. 5 Ch. 444 (as to purchasing its own 
 
 (e) Teignmouth and General shares) ; East of England Banking 
 Mutual Shipping Ass., 14 Eq. 148. Co., 4 Ch. 14. But see Cork and 
 
 (/) Blackburn Building >Soc, 42 Youghal By. Co., supra. 
 
 Ch. D. 343. O) Phoenix Life Ass. Co., 8 
 
 (g) See Dunston v. Imperial L. T. 728. 
 
 Gas Co., 3 B. & Aid. 125; Button (n) Cunningham A Co., Simp- 
 
 v, West Cork By. Co., 23 Ch. D. son's Claim, 36 Ch. D. 532.
 
 What Property is divisible. 117 
 
 A claim against a company under a contract by deed Chap, 
 entered into by a director having power to make contracts, yu 
 but in which no mention was made of the company (a). 
 
 A claim upon which former costs have not been paid (b). Proof of 
 
 A claim under a fraudulent agreement, or under a fraudu- Debts - 
 lent trust (c). 
 
 The fact that the debt sought to be proved is a judgment 
 debt is not conclusive, the Court may, in some cases, 
 inquire into the consideration (d). 
 
 The rule in bankruptcy that there cannot be a double 
 proof against the same estate in respect of the same debt, 
 applies in cases of winding-up (e). 
 
 What property is divisible, and priority. — Subject to the 
 rights of particular creditors, and to the exceptions re- 
 ferred to below, the assets, after payment of the costs of 
 winding-up, as mentioned in Chapter XIV., are divisible 
 pari 2^assu amongst the general creditors of the company. 
 
 Power is given to the liquidators by s. 159 of the 
 Act of 18G2 and s. 12 of the Act of 1890, with the sanction 
 either of the Court or of the committee of inspection in 
 a winding-up by the Court, or of the Court when subject 
 to supervision, and with the sanction of an extraordinary 
 resolution in a voluntary winding-up, to pay any claims of 
 creditors in full (/). But there are no provisions as to any 
 class of creditors. The Court also may, if the assets are 
 insufficient to satisfy the liabilities, make an order as to 
 the payment of costs incurred in winding-up in such order 
 of priority as the Court thinks just (<j). 
 
 One man companies. — As to the liability of a trader who 
 fraudulently carries on business in the name of a company 
 fraudulently formed to enable him to defeat his creditors, 
 see i^ost, Chapter XII. , p. 225. 
 
 Parliamentary deposit. — Under s. 1 of the Parliamentary 
 Deposits and Bonds Act, 1892 (It), where, in pursuance of 
 
 (a) Pickering's Claim, 6 Ch. 525. p. JRitso, 22 Ch. D. 529. See Ex 
 
 (6) United Kingdom Electric, p. Saville, W. N. 1887, p. 154. 
 
 &c, Co., 34 L. T. 238. See Allen's (e) Re Oriental Commercial 
 
 Executors' Claim, 45 L. J. Ch. 366. Bank, Ex p. European Bank, 12 
 
 (c) Great Berlin Steamboat Co., Eq. 501 ; lb., 7 Ch. 99. See supra. 
 
 26 Ch. D. 616. See Madrid Bank, (/) See p. 192, as to compro- 
 
 Exp. Williams, 2 Eq. 216. mises with creditors. 
 
 (rf) Ex p. Banner, 17 Ch. D. Oj) S. 110. And see as to priority 
 
 480; Bowes v.Hope Life Tnsce. C<>., in payment of costs, Chap. XIV., 
 
 18 H. L. C. 389 ; United Stock Ex- post, p. 248. 
 
 change Co., W. N. 1884, p. 251. (/«) 55 & 5G Vict. c. 27. 
 See Ex p. Kibble, 10 On. 373 ; Ex
 
 118 Parliamentary Deposits. 
 
 Chap. A- * °f Parliament or rules thereunder, moneys or securities 
 VII. have been deposited with the Paymaster-General to secure 
 
 completion by a company of any undertaking, and the under- 
 
 Proof of taking has not been completed within the time limited (a) : 
 Debts. the High Court may order the deposit to be applied 
 in compensating landowners, and other persons whose 
 property has been interfered with, or rendered Li bs valuable 
 by the commencement, construction, or abandonment of 
 the undertaking; or who have been subjected t<> injury or 
 loss in consequence of any compulsory powers of taking 
 property. 
 
 Subject to payment of such compensation the High 
 Court may, 
 
 (1.) If a receiver has been appointed ; 
 
 (2.) Or, if the company is insolvent and has been ordered 
 to be wound up ; 
 
 (3.) Or, if the undertaking has been abandoned; 
 order the deposit fund to be paid to the receiver or liqui- 
 dator, or be applied as part of the assets of the company 
 for the benefit of the creditors (6). 
 
 Subject to such application the High Court may, after 
 such public notice as the Court shall direct (c), order the 
 deposit fund to be paid to the depositors or persons 
 claiming through them. 
 
 Holders of policies actually payable are in the same posi- 
 tion as regards priority as other creditors. And where the 
 policies of a life assurance cornpan}' provided that the 
 funds and property of the company " after satisfying all 
 assurances granted by the society previously payable, and 
 all other prior charges on such funds and property,'' 
 should alone be liable for payment of the sum assured, 
 and that no member of the company should be liable for 
 it beyond the amount unpaid on his shares, an order 
 having been made for winding-up ; it was held that a 
 
 (a) No order can be made before claim disallowed ; Bradford Tram- 
 ike time limited for completion has ways Co., sup>ra, claim allowed. As 
 expired, Ex p. Chambers [18iJ3], to liquidator, see lie Cole) 
 
 1 Oh. 47. Tramways Co. [1893], 1 Ch. 
 
 (b) There is no longer any dis- The word "creditors" is not limited 
 tinction between " meritorious" and to the creditors of the particular 
 "non-meritorious" creditors, Exp. undertaking which has been aban- 
 Bradford Tramways Co. [1893], doned, but includes the general 
 3 Ch. 463 ; Hull, &c, Railway Co., creditors of the company, Ex p. 
 W. N. (1893), p. 83 ; Be Manchester, Bradford Tramways, supra. 
 
 &c, Tramways Co. [1893], 2 Ch. (c) See Bull, dr., Baihvay Co., 
 
 038. As to solicitors and parlia- supra, where notice to landowners 
 
 mentary agents, see Manchester, only directed. 
 &c, Tramways Co., supra, where
 
 Debts. 
 
 Statutes of Limitation. 119 
 
 sum which had become payable on a policy before the Chap, 
 commencement of the winding-up, but had not been paid, VII. 
 
 had no priority over the claims of policy-holders, the 
 
 moneys assured by whose policies had not become pay- ^ 00 J 0F 
 able (a). 
 
 The registration of any company, in pursuance of Part 
 VII. of the Act, does not affect or prejudice the liability of 
 such company to have enforced against it, or its right to 
 enforce, any debt or obligation incurred, or any contract 
 entered into by, to, with, or on behalf of such company 
 previously to such registration (6). If an unlimited 
 company is registered with limited liability, and is then 
 wound up, there is no provision in the Act of 1862, 
 similar to that in the old Act of 1856, saving the rights of 
 creditors as against the company and the members of the 
 company after registration. But the provisions of s. 196 (5) 
 seem to secure this result and create unlimited liability 
 for debts incurred previous to registration. It has, how- 
 ever, been held where an industrial and provident society 
 originally formed and registered with unlimited liability 
 was re-registered with limited liability, and ordered to be 
 wound up, that past members who had held fully paid-up 
 shares in the society were not liable to be put on the list 
 of contributories (c). 
 
 Where an unregistered assurance society issued policies 
 under which the assets of the company alone were liable, 
 and the company being insolvent, was registered as an un- 
 limited company under the Act of 1862, and immediately 
 afterwards ordered to be wound up, it was held that the 
 shareholders were liable beyond the amount of their shares 
 for the expenses of the winding-up ; but that there was no 
 liability beyond the amount of the shares for any breach 
 of contract involved in ceasing to carry on business (d). 
 
 Statutes of Limitation. — The assets are to be applied in 
 satisfaction of all the liabilities which exist at the time 
 when the winding-up order is made, and therefore all debts 
 which are not then barred are provable, for the statute 
 does not run against a creditor from that time (e). It 
 follows from the above remarks that any debt which is 
 
 (a) International Life Ass. Soc, (d) Lethbridge v. Adams, 13 Eq. 
 Mclver's Claim, 5 Ch. 424. 547. 
 
 (b) S. 194. (e) S. 98. General Rolling Stock 
 
 (c) Sheffield and Eallamshire, Co., 7 Ch. 646. See also Warwick 
 &c, Co-operative Soc, Fountain's and Worcester By. Co., 27 L. J. Ch. 
 Case, Swiffs Case, 4 De G. J. & S. 735 ; Gloucester, &c, By. Co., 2 
 699. Giff. 47.
 
 120 
 
 Set-off. 
 
 Chap. 
 VII. 
 
 Proof 01 
 Debts. 
 
 /■■'/' 
 
 S.ICl ] l*<jo 
 
 s. \i 
 
 barred at the date of the winding-up order cannot be 
 admitted to proof (a). 
 
 But there is power to exclude creditors not proving within 
 a certain time (/>). And if a creditor neglects to carry 
 in his claim, and a proof would be unjust to others who 
 have altered their position, he will not be allowed to dis- 
 '\turb dividends already paid, and may lose his right to prove 
 altogether (c). __ /SHl^vlU* C£. />*-. 6*6rU.(ft i ii t t) #>*/ 
 
 Set-off. — The subject of set-off as between a company in 
 course of being wound up and its members will be dealt 
 with in its proper place (d). 
 
 As between persons who are not members and a solvent 
 company, the right of set-off is not interfered with by the 
 winding-up order (e). 
 
 S. 10 of the Judicature Act, 1875 (/), imports into the 
 winding-up of insolvent companies the rules as to set-off 
 in bankruptcy (//). The winding-up must have com- 
 menced since 1st November, 1875 {It) ; and there must be 
 sufficient reason to believe that the company will turn out 
 insolvent (/). But the Earl of Selborne, L.C., has said 
 that any company in liquidation will be deemed to be 
 insolvent until it is shewn that the assets are sufficient for 
 payment of the debts in full (A). 
 
 Where, therefore, there is a debtor and creditor account 
 between the company and any person proving or claiming 
 to prove a debt, it is, of course, necessary to adjust the 
 account and strike a balance between them. For this 
 purpose, s. 38 of the Bankruptcy Act, 1883 (/), enacts 
 that, " "Where there have been mutual credits (m), mutual 
 
 (o) Mitchell's Claim,Q Ch. 822. 
 
 (b) S. 107, and 53 & 51 Vict, 
 c. 63, s. 13. 
 
 (c) Joint Stock Discount Co.'s 
 Claim, 7 Ch. G46 ; Exp. A' Beckett, 
 2 Jur. N. S. 684 ; Ex p. Forest, 2 
 Giflf. 42. See Kit Bill Tunnel, 10 
 Ch. D. 590. 
 
 {d) Post, p. 187. 
 
 (e) Anderson's Case, 3 Eq. 337. 
 See Ex p. Bates, 22 L. T. 430 ; 
 Ex p. James, 8 Eq. 225 ; Ej- p. 
 Searight, \V. N. 1870, p. 114, before 
 the Jud. Act. 
 
 (/) 38 & 39 Vict. c. 77. 
 
 (</) Mersey Steel Co. v. Naylor 
 & Co., 9 App. Cas. 434. 
 
 {h) Suche & Co., 1 Ch. D. 48; 
 Phcmix Bessemer Steel Co., 24 
 
 W. i!. 19; Sherwin v. Selkirk, 12 
 Ch. D. 68. 
 
 (i) Be Hopkins, 18 Ch. D. at p. 
 377. 
 
 {k) Milan Tramways Co., 25 
 Ch. D. 587,591. 
 
 (/) 46 & 47 Vict. c. 52. 
 
 (m) As to mutual credit, Bose 
 v. Bart, 8 Taunt, 499 ; Elliott v. 
 Twquand, 7 App. Cas. 79; Collins 
 v. Jones, 10 B. & C. 777 ; Bussell 
 V. Bell, 8 M. & W. 277 ; Alsayer 
 v. Currie, 12 M. & W. 75] ; Peat 
 v. Jones, 8 Q. B. D. 147 ; Jack v. 
 Kipping, 9 Q. B. D. 113; Be 
 Winter, Ex p. Bolland, 8 Ch. D. 
 225 ; Ex p. Price, 10 Ch. 648 ; Ex 
 p. Griffin, 14 Ch. D. 37 ; Alloway 
 v. Steere, 10 Q. B. D. 22 ; Ex p.
 
 Set-off. 121 
 
 debts, or other mutual dealings between a debtor against Chap, 
 whom a receiving order shall be made under this Act, and VII. 
 
 any other person proving or claiming to prove a debt 
 
 under such receiving order, an account shall be taken of Proof of 
 what is due from the one party to the other in respect of Debts - 
 such mutual dealings, and the sum due from the one party 
 shall be set off against any sum due from the other party, 
 and the balance of the account, and no more, shall be 
 claimed or paid on either side respectively ; but a person 
 shall not be entitled under this section to claim the benefit 
 of any set-off against the property of a debtor in any case 
 where he had at the time of giving credit to the debtor, 
 notice of an act of bankruptcy committed by the debtor, 
 and available against him." 
 
 But this section does not apply where the right is merely 
 to a return of goods, and the claim does not result in 
 pecuniary liability (a). 
 
 The line as to set-off must, as a general rule, and in 
 the absence of special circumstances, be drawn at the date 
 of the commencement of the winding-up (b), and when 
 examining a proof of debt the liquidator is at liberty to 
 examine a set-off in order to ascertain at what figure the 
 proof should be allowed (c). 
 
 The right may exist independently of any intention of 
 the parties to create such a claim (d). 
 
 The right of an assignee to prove in respect of a debt 
 assigned by a shareholder after a company has commenced 
 to be wound up is subject to set-off by the company of all 
 calls which may be made subsequently to the assignment, 
 and previously to the payment of the debt (c). 
 
 No right, under the "mutual credit" section, arises 
 except as between the creditor and the company (/). 
 
 Questions of this kind must be considered in the same 
 
 Morier, 12 Ch. D. 491 ; Re Eod<j- Ins. Co., Ex p. Etna Insurance 
 
 son, 9 Cb. D. 673; Re Orpen, Co., 46 L. J. Ch. 403. 
 
 16 Oh. D. 202 ; Green v. Smith, 22 (c) National Wholemeal Bread 
 
 Ch. D. 586 ; Ex p. Caldicott, 25 Ch. Co. [1892], 2 Ch. 151. 
 
 D. 716. As to bill accepted and (d) Collins v. Jones, 10 B. & C. 
 
 paid alter commencement of bank- 777 ; Alsager v. Currie, 12 M. & 
 
 ruptcy, Ex p. Reid, 14 Q. B. D. W. 751. 
 
 963. As to joint debts, Tyso v. (e) China Steamship Co., Ex p. 
 
 Pettit, 40 L. T. 132. Mackenzie, 7 Eq. 240 ; Ex p. 
 
 (a) Eberles Hotel Co. v. Jonas, Strang, 5 Ch. 492. 
 18 Q. B. D. 459. (/) Turner v. Thomas, L. R. 6 
 
 (Z>) Milan Tramways Co., supra; C. P. 610. As to right of surety 
 
 Ex p. Reid, 14 Q. B. D. 963, dis- paying off debt after winding-up, 
 
 tinguishing Elliott v. Turquand, 7 see Barrett's Case, 4 De G. J. & S. 
 
 App. Cas. 79. As to a payment 756. 
 void under s. 153, see United Port
 
 122 Set-off. 
 
 Chap, manner as if they had arisen at the time of the winding- 
 VII. up, and cannot be varied by any change of situation of 
 
 one of the parties (a). A person who at the time of the 
 
 Proof of winding-up owes a debt to the company, and has no right 
 BTS- of set-off, cannot acquire such a right by taking an 
 
 signment of another debt due to another creditor of the 
 company (/>). 
 
 Subject, therefore, to the general rule that the state of 
 accounts is to be judged of at the date of the commence- 
 ment of the winding-up (c), there is no right of set-off 
 where the creditor has only become a debtor to the com- 
 pany since the winding-up (d). Nor when a debtor to the 
 company has only become a creditor since the same 
 period (e). Where A. proved a debt against a company, 
 and, after his proof had been admitted, he transferred 
 the benefit of it bondjide for value to B., and B. subse- 
 quently made a bond fide transfer for value to C, and B. 
 was a debtor to the company, but the debt due from him 
 (a claim for misfeasance) was not established till after 
 the transfer to C, the liquidator was not permitted to 
 set-off against C. the debt due from B. to the com- 
 ity (/). 
 
 A misfeasant cannot set off any money due from the 
 company against the damages due under s. 10 of the Act 
 of 1890 (g). 
 
 A creditor cannot set off a debt incurred prior to the 
 winding-up against the price of goods supplied to him by 
 the company after, but in pursuance of a contract made 
 before, the commencement of the winding-up (/<). 
 
 The cross claims need not be of exactly the same nature. 
 For instance, unliquidated damages for breach of contract 
 may be set off against a claim for a liquidated sum under 
 the contract (i). If a liquidator, therefore, brings an action 
 
 (a) Dick-son v. Evans, 6 T. R. land v. Newfoundland By. Co., 13 
 57, 59 ; Milan Tramways Co., App. Cas. 199. 
 
 supra; Asphaltic Wood Pavement (</) Formerly s. 165, now re- 
 Co., 30 Ch. D. 216. pealed by the above Act. Ex- 
 
 (b) Milan Tramways Co., supra. chanye Banking Co., 21 Ch. D. 51tJ ; 
 
 (c) Supra. Anglo-French Co-operative Soc.,21 
 
 (d) Ex p. Bhodes, 15 Ves. 539 ; Ch. 1). 492 ; Milan Tramways Co., 
 Ex p. Young, 41 L. T. 40. Cf. supra. 
 
 Booth v. Hutchinson, 15 Eq. 30. (h) Ince Hall Mills Co. v. 
 
 (e) Dickson v. Evans, 6 T. R. Douglas Co., 8 Q. B. D. 179. See 
 47 ; Marsh v. Chambers, Strange, Mersey Steel Co. v. Naylor & Co., 
 1234. 9 Q. B. D. 648, at p. 669, per 
 
 (/) Milan Tramways Co., supra. Lindley, L.J., and infra. 
 See also Asphaltic Wood Pavement (i) Booth v. Hutchinson, supra; 
 
 Co., supra. Govt, of Newfound- Peat v. Jones, supra ;; Mersey Steel
 
 Set-off. 123 
 
 to recover the price of goods delivered under a contract Chap. 
 by the company, the defendant may set off a claim for VII. 
 
 unliquidated damages (a). And unliquidated damages for . 
 
 a fraudulent misrepresentation on a sale may be set off Proof of 
 against the price (&). But when it is attempted to set off D epts - 
 unliquidated damages, it seems that the cross claims must 
 have reference to the same contract (c). 
 
 A secured debt can be set off against one that is not 
 secured (d), and a debt on bond against a debt on simple 
 contract (e). So, also, a cash balance on one side against 
 outstanding acceptances on the other (/). A secured 
 creditor may also set off profits realized from the security 
 since the winding-up against interest accrued during the 
 same period (r/). 
 
 It seems to be impossible, even by express agreement, to 
 exclude altogether the operation of what is an especial 
 statutory law ; that is to say, the law of mutual credit (h). 
 But by express or implied agreement between the parties, 
 debts not due in the same right may be set off against each 
 other (i). 
 
 A debt cannot be set off against a future liability ; and 
 there is no present right, on the part of a person who has 
 accepted bills in favour of a company being wound up, to 
 set off against his future liability upon such bills the 
 present liability of the company to him upon their dis- 
 honoured acceptances (k). Nor is he entitled to insist 
 upon his acceptances being retained and held by the 
 liquidator until they shall become due, in order that the 
 right of set-off, which would then arise, may be made 
 available to him (/). 
 
 It is not yet decided to what extent the buying up of bills, 
 &c, in order to set them off against any sums due to the 
 company by persons so purchasing is legal. 
 
 Co. v. Naylor & Co., 9 Q. B. P. Quartermaine's Case [1892], 1 Ch. 
 
 648; affirmed by H. L., 9 App. 639. 
 
 Cas., 434. See Asphaltic Wood (h) Ex p. Fletcher, 6 Ch. D. 
 
 Pavement Co., supra. 350 ; Ex p. Barnett, supra. See 
 
 (a) Mersey Steel Co. v. Naylor also Young v. Bank of Bengal, 1 
 & Co., supra. Dea. p. 653 ; Clarke v. Fell, 4 B. 
 
 (b) Jack v. Kipping, supra. & Ad. 404. 
 
 (c) Asphaltic Wood Pavement (i) Vidliamy v. Noble, 3 Mer. 
 Co., supra; Milan Tramways Co., p. 618; Tyso v. Pettit, 40 L. T. 
 supra ; Government of Neivfound- 132 ; Kinnerley v. Hossack, 2 
 land v. Newfoundland By. Co., 13 Taunt. 170. 
 
 App. Cas. 199. (k) /Smith, Fleming, & Co.'s Case, 
 
 (d) Exp. Barnett, 9 Ch. 293. 1 Ch. 538. As to the practice of 
 
 (e) Exp. Law, De Gex. 378. buying up debts in order to set 
 (/) Ex p. Macredie, 8 Ch. 535. tbem off, see Lindley (5th ed.). 
 (g) Be London, &c, Hotels Co., (I) Lb.
 
 124 Set-off. 
 
 Chap. I n the winding-up of life assurance companies, a current 
 
 VII. policy-holder cannot set off the sum at which such policy 
 
 is estimated against a debt due from him to the com- 
 
 Proof of pany (a). But in a case where policies matured in the life- 
 
 I)| ' :1>,TS - time of the policy-holder, and were unpaid at the date of 
 
 the winding-up, the holder was allowed to set off the unpaid 
 
 amount against a claim made by the company in respect 
 
 of loans issued on the security of the policies (6). 
 
 (a) Ex p. Price, 10 Ch. 648 ; (b) Sovereign J.ife Assce. Co. v. 
 
 Paribus Case, 19 W. K. 382. Dvdd [1892], 2 Q. B. 573.
 
 Meaning of Contributory. 125 
 
 CHAPTER VIII. 
 
 CONTKIBUTORIES. 
 
 Meaning of contributory. Infants. 
 
 Present registered members. Nature of liability. 
 
 Fully paid-up shares. Adjustment amongst themselves. 
 
 General liability, and how avoided. Companies registered but not formed 
 
 Validity of forfeitures and surrender under Acts. 
 
 of shares. Unregistered companies. 
 
 Transfer of shares. Stannaries. ' 
 
 Misrepresentation. Savings Bank. 
 
 Agreed to become members but not Building societies. 
 
 registered. Industrial and provident societies. 
 
 Past members. Policy-holders. 
 
 Bepresentative contributories. Power of Court to order payment. 
 
 Mortgagees. Absconding contributory. 
 Trustees. 
 
 A table of cases relating to contributories will be found Chap, 
 at the end of this Chapter. VIII. 
 
 Meaning of contributory. — In the case of a company Contri- 
 formed and registered under the Joint Stock Companies butobies. 
 
 Acts, or the Act of 1862, a contributory is a person liable 
 
 to contribute to the assets for the payment of the debts 
 and liabilities, and the costs, charges, and expenses, in 
 the event of the company being wound up (a). Preference 
 shareholders are not mere creditors, but are as much 
 shareholders in a company as the ordinary shareholders (b). 
 
 As regards companies registered under the Act of 1862, 
 or under the Acts 1856-7, but not formed under such Acts, 
 see s. 196, sub-s. 5, as to what persons are to be deemed 
 contributories. 
 
 A company may be so constituted that there are several 
 classes of members, and the liability as to contributions may 
 not be restricted merely to the shareholders holding the 
 capital of the company, as for instance shareholders, and 
 assurance members not holding shares, with a liability as 
 
 (a) S. 74, and s. 38, ss. 76-78, water Navigation Co. ; Birch v. 
 s. 102. Cropper, 14 App. Cas. 525. 
 
 (b) Per Lord Herschell, Bridge-
 
 12G Present Registered Members. 
 
 Chap, between themselves to the payment of the debts of the 
 VIIL company depending upon the degree or order prescribed 
 
 by the terms of its constitution (a). 
 
 Contiu- The creditors of a company which is being wound up 
 
 butories. have, to some extent, greater rights against the con- 
 tributaries than the company in its corporate capacity 
 itself had (b). 
 
 As to a voluntary winding-up being followed by a com- 
 pulsory winding-up, and as to the effect of a list already 
 settled, see case below (c). 
 
 A person cannot be made a contributory of an abortive 
 company which is wound up, unless he has entered into an 
 agreement, or has otherwise made himself liable, for a 
 share of the debts arising out of the attempt to float such 
 a company ; and a mere subscriber to an abortive com- 
 pany, or promoter, or member of a provisional committee, 
 is not a contributory (d). 
 
 The persons who are liable as contributories may be 
 included in the following four classes. 
 
 Present registered members. — Those who are members (<•) 
 at the commencement of the winding-up are primarily 
 liable for everything, and must be first individually ex- 
 hausted before any past member can be called upon (/). 
 They are liable only, in the case of companies limited 
 by shares, to the amount remaining unpaid on their 
 shares (//). This class may repudiate their liability if they 
 can shew that they never agreed to become members, by 
 proving either that no binding agreement was entered 
 into by them, or that they were under some personal 
 incapacity (/<). 
 
 (a) See Winstone's Case, Be 2 Ch. 323. 
 
 Albion Assce. Soc, 12 Ch. D. 239 ; (c) Taurine Co., 25 Ch. D. 118. 
 
 South London Fish Market Co., (d) See Norris v. Cottle, 2 H. L. C. 
 
 39 Ch. D. 324; Albion Life Ass. 647; Bright v. Hutton, 3 H. L. C. 
 
 Soc., 1G Ch. D. 83 ; Great Britain 341; Hutton v. Thompson, 3 H.L.C. 
 
 Mutual Life Ass. Soc., ib. 246; 161. 
 
 Bath's Case, Be Norwich Provident (e) As to who are members, see 
 
 Insce. Soc, 11 Ch. D. 386 ; Lion s. 23 ; as to personal representatives, 
 
 Jnsce. Assoc, v. Tucker, 12 Q. B. D. heirs, devises, s. 76 ; as to bank- 
 
 176. ruptcy, s. 77; as to married women, 
 
 (b) See Oakes v. Turquand, L. R. s. 78. 
 
 2 H. L. 325 ; Addlestone Linoleum (/) S. 38 (3); Morris's case, 7 Ch. 
 
 Co., 37 Ch. D. 191; Houldsworth 200 ; Scottish Petroleum Co., 23 Ch. 
 
 v. City of Glasgow Bank, 5 App. D. 413. 
 
 Cas. 317 ; Tenntnt v. City of (g) S. 38 (4). As to a company 
 
 Glasgow Bank, 4 App. Cas. 615 ; limited by guarantee, see s. 38 (5). 
 
 Muir v. Sa?ne, 4 App. Cas. 337; (Ji) As to inlants, see p. 154; as 
 
 Burgess's Case, 15 Cb. D. 507 ; and to married women, p. 151. 
 see Broderip v. Salomon [1895],
 
 Fully paid Shares. 127 
 
 Although a person would have a clear right to be taken Chap 
 off the list of contributories, if, on receiving a notice of VIII 
 
 allotment, he had forthwith repudiated the shares, yet, . 
 
 when a winding-up order is made before he repudiates, Contri- 
 whereby the rights of creditors are made paramount, his stories. 
 application to rectify the register will be refused (a). 
 
 Where articles provide for the surrender of shares held 
 by its servants on the termination of their service, their 
 names will not be removed from the list of contributories 
 when the company is being wound up, although previously 
 discharged (6). 
 
 The cases as to whether persons have agreed to take 
 shares cover a wide field of inquiry, and do not come 
 within the limits of this work. Every dispute as to 
 whether there is an agreement to take "-shares must of 
 course be decided upon the particular circumstances of the 
 case, and the question is whether there is a complete con- 
 tract, or whether the parties so acted as to convince the 
 Court that they have agreed to become members. In 
 order to affect a person with liability in respect of his 
 having agreed to become a member, it must be shewn 
 (1) that he had entered into a contract to take shares of 
 which the company, or the liquidator, could claim specific 
 performance, or (2) that he is estopped from denying that 
 he agreed to become a member, e.g. that his name was 
 entered on the register of shareholders with his assent (c). 
 By s. 87 the register is only prima facie evidence of any 
 matters directed or authorized to be inserted therein {<!). 
 
 See the summary of leading cases as to this, 2 yos t> 
 p. 163. 
 
 Fully paid-up shares. — As holders of fully paid-up shares 
 in a limited company are not under any circumstances 
 liable to calls, they cannot be placed on the list of con- 
 tributories, unless they so desire (c). A holder of fully 
 paid-up shares, who is indebted to the company, will not 
 be put on the list simply to bring him within the summary 
 jurisdiction of s. 101 (/). But such a shareholder is entitled 
 
 (a) Land Loan, &c, Co. of 231 ; Hustle's Case, 7 Eq. 3 ; Angle- 
 South Africa, 54 L. J. Ch. 550. sea Colliery Co., 1 Ch. 555 ; Baglau 
 
 (b) Walker and Hacking, 57 Hall Colliery Co., 5 Ch. 346 ; 
 L. T. 763. Hodges' Distillery Co., 6 Ch. 51. 
 
 (c) Barangah Oil Refining Co., See He Dubois, 26 Sol. J. 282. 
 
 36 Ch. D. 702. (/) Marlborough Club Co., supra. 
 
 (d) See ss. 35, 37, and 98. But see Mercantile Trading Co., 
 
 (e) Marlborough Club Co., 5 Schroder's Case, 11 Eq. 131. 
 
 Eq. 365 ; Leifchild's Case, 1 Eq.
 
 128 Fully 'paid Shares. 
 
 Chap, to be on the list in order to share the surplus assets, if 
 VIII. any, but only then by his consent. A call may be made 
 
 for the purpose of adjusting the rights of contributories (a). 
 
 Contri- As to arrangements between shareholders to make them- 
 
 bu torie s. se i ves ]iable for certain debts to a greater amount than 
 
 their fully paid-up shares, see the cases below (b). 
 
 With the object of preventing the fraudulent contracts 
 which were entered into by treating shares as paid-up in 
 full when they had only been paid for in land, goods, or 
 services of doubtful value, s. 25 of the Act of 1867 provides 
 that shares, in companies registered under the Act of 1862, 
 are to be taken to be issued and held subject to the pay- 
 ment of the whole amount thereof in cash, unless there is 
 a contract in writing to the contrary filed with the Registrar 
 of Joint Stock Companies at or before the issue of such 
 shares. The simple effect of the section is, that a contract 
 cannot be made that shares issued shall be paid for other- 
 wise than in cash, except by a registered contract. The 
 original contract must be filed before the shares are 
 allotted (c). The duty of registering, when it is agreed 
 that fully paid-up shares shall be taken in respect of cash 
 due, is not specially thrown upon the creditor, but falls upon 
 the party seeking to enforce performance of the contract (d). 
 The requirement of the above section, that payment be 
 made in cash, is satisfied, if at the time there was money 
 due by the company to the shareholder which could be 
 satisfied by the calls due on the shares, and if there was 
 an agreement in effect that it should be so satisfied. 
 There must be money due from the one to the other on 
 both sides, and the parties must agree to set one demand 
 of money against the other demand of money (<?). 
 
 In fact, anything which would support a plea of pay- 
 ment at law is a payment in cash within the meaning of 
 the section, and actual money need not be handed back- 
 wards and forwards (/). Thus, a statement of account 
 
 (a) Anglesca Colliery Co., supra ; Ch. D. 190. 
 
 Raihvay Time Tables Co., Ex p. (d) Barangah Oil Refining Co., 
 
 Welton [1895], 1 Ch. 255. 36 Ch. D. 702. 
 
 (b) Maria Anna, &c., Coal Co., (e) Government Secy. Insce. Co., 
 6 Ch. D.447 ; Lion Mutual Marine Whites Case, 12 Ch. 1). 511, at pp. 
 Ins. Ass. v. Tucker, 12 Q. B. D. 517, 519; Land Development Assoc., 
 176. Kent's Case, post, p. 170; Regent 
 
 (c) British Farmers Linseed, dx., Unittd Service Stores, Exp.Bentley, 
 Co., 7 Ch. D. 533. See Burkin- 12 Ch. D. 850; Barrow-in-Furness, 
 shaw v. Nicolls, 3 App. Ca«., at &c, Co., 14 Ch. D. 400 ; Johannes- 
 p. 1005; A. W. Hall & Co., 37 Ch. burg Hotel Co. [1891], 1 Ch. 119. 
 D. 712; London Celluloid Co., (/) lb., Fothergill's Case, 8 Ch. 
 Bayley and Haubury's Cases, 39 272; Spar go's Case, ib. 407 ; Coates 1
 
 Payment in Cash." 
 
 129 
 
 P.UTORIES. 
 
 between the shareholder and the company, with an agree- Chap, 
 inent to set off the cross items against each other, and for VIII. 
 
 payment of the balance, if any, is equivalent to a payment 
 
 in cash within the above section (a). But the acceptance ^°* T ™* 
 of goods or services in satisfaction of the debt upon the 
 shares is not sufficient (6) ; and the insertion in a news- 
 paper of a series of advertisements in consideration of an 
 allotment of fully paid-up shares is not within the 
 principle of the above cases, there being at the time of 
 the allotment no debt payable in cash to the allottee by 
 the company (a). 
 
 Each party must have an actual demand on the other 
 for present payment (c). It would seem" that where the 
 contract to take shares is a contract to take fully paid 
 shares, there can never be payment by set-off, for a con- 
 tract to take fully paid-up shares creates no liability to 
 pay money, and no debt under any circumstances, and 
 therefore no cross debts capable of set-off (d). 
 
 The following short summary of cases will enable the 
 practitioner to consider whether a good payment within 
 the section has been made or not. 
 
 Held good payment : — 
 
 Coates' Case, 17 Eq. 169. 
 Adamson's Case, 18 Eq. 670. 
 Ferrao's Case, 9 Ch. 355. 
 JSpargo's Case, 8 Ch. 407. 
 Maynard's Case, 9 Oh. 60 ; Ex p. 
 
 Bentley, 12 Ch. D. 850. 
 Barrow-in-Furness, &c, Co., 14 Ch. 
 
 D. 400. 
 Cf. Schroder's Case, 11 Eq. 131. 
 Barangah Oil Refining Co., Arnot's 
 
 Case, 36 Ch. D. 702. 
 Jones, Lloyd, & Co., 41 Ch. D. 159 ; 
 
 and infra. 
 
 Held no payment : — 
 
 Cleland's Case, 14 Eq. 387. 
 Fothergill's Case, 8 Ch. 270. 
 Eraser's Case, 42 L. J. Ch. 358. 
 Pagin & Gill's Case, 6 Ch. D. 681. 
 Andress' Case, 8 Ch. D. 126. 
 
 Held no payment — continued. 
 
 White's Case, 12 Ch. D. 511. 
 
 Land Development Assoc, Kent's 
 Case, 39 Ch. D. 259. 
 
 Barrow's Case, 14 Ch. D. 432. (See 
 this case as to the belief that 
 contract was registered not 
 assisting allottee after wind- 
 ing-up.) 
 
 Exp. Appleyard, 18 Ch. D. 587. 
 
 Neivtoicnards Gas Co., 15 L. K. 
 Ir. 51. 
 
 Vulcan Ironworks Co., W. N. 1885, 
 p. 120. 
 
 London Celluloid Co., infra. 
 
 Government Investment Co. v. 
 Dempsey, 50 L. J. Q. B. 199. 
 
 Cf. Mudford's Claim, 14 Ch. D. 
 634 (but see ante, p. 114). 
 
 Johannesburg Hotel Co., supra. 
 
 The contract required by the above section cannot be 
 
 Case, 17 Eq. 169 ; Adamson's Case, 
 18 Eq. 670 ; Ferrao's Case, 9 Ch. 
 •355. But cf. Cleland's Case, 14 
 Eq. 387; Jones, Lloyd, & Co., 41 
 Ch. D. 159, as to appropriation of 
 present debt to ray future calls. 
 
 (a) Spargo's Case, supra; Brank- 
 sea Island Co., 1 Megone 12. 
 
 E.W. 
 
 (b) Pagin & Gill's Case, 6 Ch. 
 D. 681; Andress' Case, 8 Ch. D. 
 126 ; White's Case, supra. 
 
 (c) Johannesburg Hotel Co. 
 [1891], 1 Ch. 119. See table, 
 infra. 
 
 (d) lb., per Fry, L.J.
 
 130 Registered Contract. 
 
 BUTOBIES. 
 
 Chap, contained in the articles (a). There is one case where it 
 VIII. was considered that the articles formed a good contract, 
 
 but this was a special case, and it would not be safe to 
 
 S?^™™ re ty u P on ^ Q')- A contract made with a trustee for a 
 company before its incorporation, and adopted by the 
 company, is within the meaning of this section (c). The 
 document filed must be " a contract duly made in writing," 
 nothing short of that will do ; a document containing all 
 the terms of the transaction, and executed by one party 
 but neither signed nor assented to by the other party, is 
 not a contract, but merely an offer in writing, and will not 
 suffice, and the subsequent acceptance of the offer makes 
 no difference (d). As a matter of practice, the contract 
 should be signed by all parties, for it is not clear that 
 there is a contract duly made in writing unless the acceptance 
 is in writing (e). But the contract need not be made 
 directly between the allottee of the shares and the com- 
 pany, nor need it shew on the face of it which particular 
 shares are to be allotted, although the onus lies on the 
 allottee to show that his shares are within the registered 
 contract (/). It is very advisable, however, that the 
 contract should specify the denoting numbers of the shares 
 and names of allottees, as the difficulty of proof after many 
 years might be serious. 
 
 The failure of the consideration for the contract is no 
 ground for treating the shares as not being paid-up (g). 
 But in the absence of any consideration, the contract may 
 not be a contract within the section (li). 
 
 Registration " at or before issue " means that the issue 
 of shares and the filing of the contract should be substan- 
 tially part of one and the same transaction ; and registra- 
 tion on the morning following the issue may be sufficient (i). 
 The allotment or the issue of the certificates is not 
 
 (a) Firmstone's Case, 20 Eq. (/) Common Petroleum Engine 
 
 524 ; PritcharcFs Case, 8 Ch. 956 ; Co., JEIsner and McArthur's Case 
 
 Crickmer's Case, 10 Ch. 614. But [1895J, 2 Ch. 759 ; Rushworth's 
 
 see Millers Case, 5 Ch. D. 70, as Case, 66 L. T. 48 ; Buenos Ayres 
 
 to qualification shares. Water Co., W. N. (1875) 59 ; 
 
 (6) Appletreeivick Lead Mining Delta Syndicate, 30 Ch. D. 153. 
 
 Co., 18 Eq. 95; but see Firm- (g) Mege & Angier's Case, W.N. 
 
 stone's Case, supra. 1875, p. 208. 
 
 (c) Hartley's Case, 10 Ch. 157. (Ji) Anderson's Case, 7 Ch. D. 75 ; 
 See Spiller v. Paris Skating Pink Crickmer's Case, 10 Ch. 614. See 
 Co., 7 Ch. D. 368. Gold Co., 11 Ch. D. 701 ; and see 
 
 (d) New Eberhardt Co., Ex p. post, p. 132. 
 Menzies, 43 Ch. D. 118. (0 Tunnel Mining Co., Pool's 
 
 (e) See per Cotton, L. J., in New Case, 35 Ch. D. 579; Anglo- 
 Eberhardt Co., supra. Colonial Syndicate, 65 L. T. 847.
 
 BUTORIE 
 
 Shares at a Discount. 131 
 
 necessary to the issue of the shares ; but the shares are Chap, 
 issued if the holder has obtained a complete right to VIII. 
 them (a). 
 
 It is said, on high authority, that where the liability of 2^™J~ 
 the members of a company is limited by charter, statute, 
 or registration, it is, to say the least, questionable whether 
 it can lawfully issue paid-up shares at a discount (b), but new 
 shares in companies governed by the Companies Clauses 
 Consolidation Act(c) can be issued at a discount, with 
 certain restrictions ; so also can fully paid-up original stock, 
 and for payment either in cash or for other considera- 
 tion (d), but whether original shares liable to calls can be 
 so issued is an open question (c). Such companies, if 
 authorized to borrow money, may also issue debentures 
 or debenture stock at a discount (/). 
 
 In companies limited by shares, and formed and regis- 
 tered under the Act of 1862, shares cannot be issued at a 
 discount although under a registered contract (g). And on 
 winding-up, holders of shares so issued are liable, even 
 where all the creditors have been paid, to pay up their 
 shares in full for the purpose of adjusting the rights 
 inter se of the contributories (/t) ; and this is so notwith- 
 standing the dictum of Lord Herschell in Ooregum Gold Co. 
 v. Iioper (i) to the contrary effect. But a purchaser for 
 value without notice is not liable (k). Nor can shares be 
 issued as fully paid-up, as a bonus to the shareholders, 
 although a contract to do so has been made without any 
 
 (a) Blyth's Case, 4 Ch. D. 140 ; Trevor v. Whitworth, 12 App. Cas. 
 Barangah Oil Co., 38 Ch. D. 702 ; 409 ; New Chile Cold Mining Co., 
 Bush's Case, 9 Ch. 554. See 38 Ch. D. 475 ; Zoedone Co., Ex p. 
 Clarke's Case, 8 Ch. D. 635. Higgins, 60 L. T. 383 ; Klenck v. 
 
 (b) See Liodley (5th ed.), 396. East Indian Co. for Exploration, 
 Hoole v. Great Western Rail. Co., cfec, 16 C. of S. Cas. 271 (Sc.). As 
 3 Ch. 262 ; and as to cost-book to the issue of debentures at a dis- 
 companies, 32 & 33 Vict. c. 19, count being allowed, see Regent's 
 s. 12. Canal Ironworks Co., 3 Ch. D. 43 ; 
 
 (c) See 26 & 27 Vict. c. 118, s. Campbell's Case, 4 Ch. D. 470 ; 
 21 ; 30 & 31 Vict. c. 127, s. 27 ; 32 Anglo-Danubian Steam Nav. Co., 
 & 33 Vict. c. 48, ss. 5-7. 20 tiq. 339. 
 
 (d) Webb v. Shropshire Railways (/) Weymouth and Channel 
 Co. [1893], 3 Ch. 307. Islands Steam Packet Co. [1891], 
 
 (e) Ooregum Gold Mining Co. v. 1 Ch. 66. 
 Roper [1892], A. C. 125; Hirsche (g) Supra; acted on by Vaughan 
 v. Sims [1894], A. C. 654 ; Almada Williams, J., in Pioneers of Ma- 
 and Tirito Co., 38 Ch. D. 415. shonaland Co. [1893], 1 Ch. 731. 
 See also as to what amounts to (A) Railway Time Tables, (fee, 
 issue at a discount, Addlestone Co., Exp. Welton [1895], lCh. 255. 
 Linoleum Co., 37 Ch. D. 191 ; (i) New Chile Gold Mining Co., 
 London Celluloid Co., Bayley & W. N. [1892], 193. 
 Hanbury's Cases, 39 Ch. D. 190;
 
 132 Shares at a Discount. 
 
 Chap, fraud and registered under s. 25 (a). If the consideration 
 VIII. payable for shares issued by a company is illusory, or 
 
 permits an obvious money measure to be made shewing 
 
 Contri- that discount has been allowed, filing the contract will 
 butobies. not re ]j eve t ij e a n ttee from the obligation to pay the full 
 value of the shares, or the amount of the discount in cash ; 
 the Court is not bound, however, to inquire whether the 
 price was reasonable, or whether what was given for the 
 shares had a cash value equal to the nominal value of 
 the shares (b). Shares issued at a discount or bonus 
 shares cannot, even before the winding-up, be repudiated 
 after the allottee has been registered and has assented to 
 the shares standing in his name, or if some new agreement 
 to keep the shares can be implied from the conduct of the 
 party (c). Payment to brokers in the ordinary course of 
 business of a fair and just commission for placing shares 
 is not ultra vires, and does not amount to an issue of the 
 shares at a discount (d), but if the payments are not 
 ordinary commissions, but improper payments of the 
 nature of bribes, such payments are illegal (e). " Under- 
 writing at a discount" only means at a commission (/). 
 S. 25 does not provide for any portion of the money value 
 of shares not being paid, but only that it may be paid in 
 kind as w r ell as by mere money. 
 
 The liquidator is not debarred from requiring payment 
 of calls on the ground that the company, which has agreed 
 to register the contract, is taking advantage of its own 
 wrong by suing for calls which could not have been sued 
 for if the contract had been registered ({/). 
 
 S. 25 does not throw upon any particular party to the 
 contract the obligation of registering the contract. It is for 
 those who seek to enforce the contract to take shares to 
 put themselves in a position to be able to complete their 
 
 (a) Eddystone Marine Insurance Marine Insurance Co., supra, per 
 Co. [1893], 3 Ch. 9 ; Westmoreland Wright, J. 
 
 Oreen, &c, Slate Co. ; Bland's Case (d) Metropolitan Coal Con- 
 
 [1893], 2 Ch. 612. Firmstones sumers' Assoc. y. Scrimgeour [1895], 
 
 Case, 20 Eq. 524 ; Uruguay, &c, 2 Q. B. 606. 
 
 By. Co., 11 Ch. D. 372. (e) Faure Electric Accumulator 
 
 (b) Theatrical Trust, Ld. ; Co., 40 Ch. D. 141, as to which 
 Chapman's Case [1895], 1 Ch. 771 ; see Metropolitan Coal Consumers' 
 Eisner and Mc Arthur s Case [1895], Assoc, v. Scrimgeour, supra. 
 
 2 Ch- 759. (/) Licensed Victuallers'' Mutual 
 
 (c) Railway Time Tables Bub- Trading Assoc, 42 Ch. D. 1. Faure 
 lishing Co., 42 Ch. D. 98, which Electric Accumulator Co., supra, 
 appears to practically overrule was not cited. 
 
 Midland Electric Light and Bower (g) London Celluloid Co., supra. 
 
 Co., 60 L. T. m6; Eddystone
 
 BUTORIES. 
 
 Estoppel. 133 
 
 contract ; that is to say, it is for the company effectually Chap, 
 to perform that part of the contract which is necessary VIII. 
 in order to make the shares fully paid-up (a). 
 
 A claim for damages for calls, where a contract has not heen ^°^™~ 
 registered under the section, has been allowed (b) ; but a 
 similar claim by preference shareholders has been dis- 
 missed, and the above cases are virtually overruled (c). 
 The allottee should rescind the contract before the winding- 
 up (c). But the allottee may escape liability if he can 
 shew that his name has not been placed on the register 
 with his assent or knowledge ; and where the contract is 
 that fully paid-up shares shall be given and accepted, a 
 contract to take unpaid shares cannot be enforced (d). 
 
 Where shares must be treated as unpaid because there 
 is no registered contract, and the original person to whom 
 they were allotted transfers them to a stranger who has no 
 notice of the circumstances (e), and who takes the shares 
 on the faith of the certificates issued by the company 
 representing them as fully paid-up, the shares under such 
 circumstances will be deemed to be paid-up ; and, more- 
 over, a person to whom the shares are subsequently 
 transferred, whether with or without notice, holds the 
 shares as paid (/). The onus of proving that there has 
 been notice that shares are not fully paid-up lies on the 
 liquidator (g). 
 
 But if the person to whom such shares were transferred 
 had notice of the circumstances, then as regards him, 
 
 (a) Barangali Oil Co., Arnot's (/) Burkinshaw v. Nicolls, 3 
 Case, 38 Ch. D. 702 ; Mudford's App. Cas. 1004 ; A. W. Hall & Co., 
 Claim, 14 Ch. D. 634. See tunnel 37 Ch. D. 712 ; New Chile Cold 
 Mining Co., Pool's Case, 35 Ch. D. Co., W. N. (1802), p. 193 ; Par- 
 Bid. ' bury's Case [189G], 1 Ch. 100; 
 
 (6) Mudford's Claim, supra ; London Metallurgical Co. v. Coles, 
 
 Ex p. Appleyard, 18 Ch. D. 587. 11 T. L. R. 377 ; Norham Castle 
 
 But qu., and see Houldsivorth v. Ship Co., 4 Times L. R. 303 ; 
 
 City of Glasgow Bank, 5 App. Cas. Staplford Colliery Co., Barrow's 
 
 317. Case, 14 Ch. D. 432 ; CarribbeanCo., 
 
 (c) Addlestone Linoleum Co., 37 Crickmer's Case, 10 Ch. 614 (where 
 Ch. D. 191; Railway Time Tables there was notice); Vulcan Iron- 
 Co., supra, and cited p. 233. works Co., W. N. 1885, p. 120. 
 
 (d) Barangali Oil Co., Arnot's Cf. Heaton's Steel, &c., Co., Blyth's 
 Case, supra ; Macdonald, Sons & Case, 4 Ch. D. 140. As to nomi- 
 Co. [1894], 1 Ch. 89. Aliter if he nees, see Carting's Case, 1 Ch. D. 
 consents, Oakes v. Turquand, 2 115. As to notice to principal of 
 H. L.325 ; Exp. Sandys, 42 Ch. D. agent's knowledge, see Halifax 
 98; Eddystone Marine Insurance Sugar Refining Co., W. N. 1891, 
 Co., per Wright, J. [1893], 3 Ch. 9. pp. 2, 29. As to striking name 
 
 (e) A liter if with notice, London off register, Railway Time Tables 
 Celluloid Co., Bayley & Hanbury's Publishing Co., 42 Ch. D. 98. 
 Cases, 39 Ch. D. 190. (g) A. W. Hall & Co., supra.
 
 COKTRI- 
 BUTOEIES. 
 
 134 Estoppel. 
 
 Chap, and also any person to whom they may be subsequently 
 VIII. transferred with such notice, the shares are treated as 
 unpaid. 
 
 This doctrine is not confined to purchasers from the 
 person to whom the certificate is issued ; that person 
 himself can rely on the certificate as estopping the com- 
 pany from denying his title to the shares, provided that he 
 has acted on the certificate, and altered his position in reliance 
 thereon, e.g. by entering into a contract to sell the shares 
 and rendering himself liable to the purchasers (a). 
 
 Where shares, which ought to have been issued as fully 
 paid-up, have been issued without registration of a contract 
 to persons ignorant of the omission to register, the Court 
 will, in some cases, on an application under s. 35 of the 
 Act of 1862, supported by evidence of the solvency of the 
 company at the date of the application, to which the com- 
 pany consents, order the names of the holders to be re- 
 moved from the register and new shares to be issued to 
 them after registration of the contract (b). But the Court 
 has not power to order the contract to be registered nunc 
 pro tunc (c). And where the company is ordered to be 
 wound up before the application is heard, the register can 
 only be rectified on the terms that due provision be made 
 for all the company's debts accrued between the date of 
 the issue of the shares and the date of the notice of motion 
 for rectification (d). 
 
 General liability, and how avoided. — It is necessary, here, 
 to consider a class of contributories, which must be dis- 
 tinguished from cases where shareholders are relieved 
 against voidable contracts under s. 35, viz. those who 
 acknowledge that they became shareholders, but seek to 
 avoid liability on the ground that they ceased to be share- 
 holders at the time of the winding-up ; as, for instance, by 
 (A) forfeiture, surrender, or (B) transfer of shares. For 
 every one who has at any time become a shareholder, and 
 is unable to shew that at the date of the order he had 
 ceased to belong to the company, either by the forfeiture 
 
 (a) Balkis Consolidated Co. v. Co., W. N. 1887, p. 149 ; Darling- 
 Tomkinson [1893], A. C. 396. As ton Forge Co., 31 Ch. D. 522 (on 
 to the effect and meaning of a motion); Hartley's Case, 10 Ch. 
 " certification," see Bishop v. Balkis, 157 (on summons). 
 25 Q. B. D. 512. ( c ) Harwich Harbour, &c, Co., 
 
 (b) Denton Colliery Co., 18 Eq. 45 L. J. Ch. 56. 
 16 (on petition); New Zealand (d)PreservationSyndicate[lS95], 
 Kapanga Mining Co., ib. 17 ; 2 Ch. 768. 
 Broad Street Station Dwellings
 
 General Liability. 135 
 
 BUTORIES. 
 
 or transfer of his shares, or in some authorized manner, Chap, 
 must be placed upon the list (a). If a person ought to be, VIII. 
 but is not on the register, he cannot escape liability (b). 
 
 There may be some cases in which a member — such CoNTRI_ 
 as a participating policy-holder who has assigned his 
 policy — may cease to be liable as a contributory, although 
 no other person becomes liable to contribute in histstead (c). 
 
 To make the assignee a member, the provisions of the 
 articles as to the steps necessary for the admission of 
 members must be complied with, for, otherwise, there will 
 be no case to rectify the register (d). 
 
 There is no provision in the Act of 1862 (e) (corre- 
 sponding to s. 116 of the Companies Act of 1856), directing 
 that creditors of limited companies subject to a winding- 
 up order in respect to liabilities incurred under a contract 
 of unlimited partnership should lose none of their remedies 
 (/)• Where an industrial society under the Act of 1852, 
 being in difficulties, had, in order to be wound up, be- 
 come registered under the Industrial Societies Act of 
 1862, which incorporated the Companies Act of 1862, it 
 was held that the members of the society were not liable 
 to contribute beyond the full amount of their shares in 
 respect of the rights of persons who were creditors of the 
 society when the winding-up order was made (//). S. 194 
 of the Act of 1862, which provides that registration under 
 that Act shall not affect obligations incurred previously 
 to registration, does not apply to the case of a pure con- 
 tributory (g). It is doubtful, however, whether in the 
 case of an unlimited company registered with limited 
 liability and subsequently wound up, creditors in respect 
 of debts contracted by the company before the registration 
 with limited liability could not, so far as their rights are 
 concerned, enforce them in some other way than in the 
 winding-up ; but there are no cases on this subject. 
 
 Validity of forfeitures and surrender of shares. — It is now 
 clear that a company limited by shares has no power to 
 
 (a) Per Lord Chelmsford in of s. 196 (5), which seem sufficient. 
 Spackman v. Evans, L. R., 3 H. L. (/) Exp. Fountain, Be Sheffield 
 171,238. See Addison's Case, 5 Ch. and Ilallamshire, &c., Industrial 
 294 ; BeWs Case, 4 App. Cas. 547. Soc., 34 L. J. 593. See Lethbridge 
 
 (b) Winstone's Case, 12 Ch. D. v. Adams, Ex p. Liquidator of 
 239, 249. International Ass. Soc., 13 Eq. 
 
 (c) Brown's Case, Be Albion 547. See further as to this under 
 Life Ass. Soc., 18 Ch. D. 639. " What Property is divisible, and 
 
 (d) Sander's Case, Be Albion Priority," ante, p. 119. 
 Life Ass. Soc, 20 Ch. D. 403. (g) Ex p. Fountain, supra. 
 
 (e) See, however, the provisions
 
 136 General Liability. 
 
 Chap, purchase its own shares, notwithstanding any authority 
 VIII. in its memorandum (a). There is no provision in the 
 Act of 1862 relating to the forfeiture or the surrender of 
 shares (b). But it is established by the cases that a 
 company can only accept surrenders of shares which are 
 bond fide and for its good, if it has been authorized by the 
 articles as originally framed (c), or as altered by special 
 resolution (d). And the directors cannot improperly re- 
 duce the capital by accepting surrenders (e). The directors 
 cannot exercise their powers of forfeiting shares for the 
 purpose of relieving a member from liability, but only 
 where the cancellation is bond fide for the benefit of the 
 company (/). There appears, however, to be an exception 
 to this rule where the release from liability is a condition 
 of a compromise of a bond fide dispute (g). 
 
 As the result of the cases decided in the winding-up of 
 the Agriculturist Cattle Insurance Co., it seems that a 
 release from liability, by a surrender or forfeiture of 
 shares which was ultra vires, may be rendered unim- 
 peachable by showing the acquiescence of all the share- 
 holders ; and that a presumption of acquiescence will arise 
 from the notoriety of the arrangement, and the time it has 
 been left unimpeached (h). But lapse of time alone will 
 not render valid such a transaction (i). 
 
 («) Trevor v. Whitworth, 12 App. Case, 1 D. M. & G. 421 ; Bennett's 
 
 Cas. 409. See General Property Case, 5 D. M. & G. 284 ; Addison's 
 
 Co. v. Matheson, 16 C. of S. Cas. Case, 5 Ch. 294. 
 
 282 (Sc), General Finance Co., (e) Hope x. International Finan- 
 
 23 L. R. Ir. 173 ; Mersina Con- cial Soc, supra, 
 
 struction Co., 5 T. L. R. 680 ; Castle (/) Stanhope's Case, 1 Ch. 161 ; 
 
 Crag Steamship Co., 4 Times L. R. Gowers' Case, 6 Eq. 77 ; Spack- 
 
 302 ; cf. Dronfield Coal Co. (No. 1), man's Case, 34 L. J. Ch. 321 ; 
 
 17 Ch. D. 76. Spackman v. Evans, L. R. 3 H. L. 
 
 (b) But see Arts. 17, 18, 19, of 171; Exp. Littledale, 9 Ch. 257. 
 Table A. And see the provisions (g) Lord Belhaven's Case, 3 De 
 of the Companies Clauses Acts, G. J. & S. 41 ; Bath's Case, 8 
 1845 and 1863. Ch. D. 334 ; Besketh's Case, 13 Ch. 
 
 (c) Barton's Case, 4 Drew. 535 ; D. 693. But see Spackman v. 
 
 4 De G. & J. 46 ; Stanhope's Case ; Evans, L. R. 3 H. L. 171 ; Dixon v. 
 1 Ch. 161 ; Snell's Case, 5 Ch. 22 ; Evans, L. R. 5 H. L. 606 ; Fletcher's 
 Johnson v. Lyttle's Iron Agency, Case, 37 L. J. Ch. 49. 
 
 5 Ch. D. 687. (h) Brotherhood's Case, 31 Beav. 
 
 (d) Teasdale's Case, 9 Ch. 54 ; 365 ; 4 De G. F. & J. 566 ; Evans 
 Hope v. International Financial v. SmaUcombe, L. R. 3 H. L. 249 ; 
 Soc, 4 Ch. D. 327 ; Dronfield Coal Phosphate of Lime Co. v. Green, 
 Co. (No. 1), 17 Ch. D. 76 ; Wright's L. R. 7 C. P. 43"; King's Case, 2 Ch. 
 Case, 7 Ch. 55. As to surrenders 714; Hoiddsivorth v. Evans, L. R. 
 being illegal or not bond fide, see 3 H. L. 263. See Ashbury v. 
 also Morgan's Case, 1 De G. & Sm. Watson, 30 Ch. D. 376. 
 750 ; 1 Mac. & G. 225 ; Lawe's (i) Spackman v. Evans, supra ;
 
 BTJTOKIES. 
 
 Transfer of Shares. 137 
 
 If shares have been irregularly forfeited, the holder will Chap, 
 remain a contributory (a). VIII. 
 
 As to surrenders of shares before the completion of the 
 
 contract, or entry on the register, see the cases below (b). Contki- 
 
 If there are surplus assets, a shareholder may desire to 
 set aside a forfeiture of shares, and in a winding-up the 
 matter can be brought before the Court by summons (c). 
 But he may lose his claim to relief by lying by for more 
 than six years (d). The liquidator has no power to cancel 
 a forfeiture validly made before the commencement of a 
 voluntary winding-up (e). 
 
 Although a person whose shares have been forfeited 
 within a year before a winding-up, cannot be placed on the 
 A list, he maybe settled on the B list as a past member (/); 
 but if the forfeiture is not complete, he cannot escape 
 liability as a present member (g). So, also, where the 
 forfeiture is not bond fide. 
 
 The same rules are applied to a surrender within a year 
 before winding-up. 
 
 Transfer of shares. — There is no obligation on the trans- 
 feror beyond finding a transferee legally competent to take 
 the shares (Ji). Transferors of shares are not contributories 
 as present members, if the transferees have accepted the 
 transfers, and if the company have accepted them as 
 shareholders. 
 
 When a company becomes insolvent, it is, unfortunately 
 for creditors, a common practice to transfer shares to men of 
 straw in order to get rid of liability. With the excep- 
 tion, probably, of a transfer of qualification shares by a 
 director (i), it seems, as the result of the cases, that 
 notwithstanding that a shareholder knows a company to 
 be hopelessly insolvent- and endeavours to avoid liability 
 
 Stanhope's Case, 1 Ch. 161. See surplus assets. 
 
 Esparto Trading Co., 12 Ch. D. (d) Rule v. Jewell, 18 Ch. D. 
 
 191. 660, as to delay iu making claim. 
 
 (a) Esparto Trading Co., supra ; (e) Dawes 1 Case, 6 Eq. 232. 
 Bottomley's Case, infra ; Garden See Austin's Case, 24 L. T. 932. 
 Gully Mining Co. v. McLister, Cf) Bridgets Case, 4 Ch. 266 ; 
 1 A pp. Cas. 39. Dawes* Case, 6 Eq. 232 ; Bath's 
 
 (b) Adams s Case, 13 Eq. 474 ; Case, 8 Ch. D. 334. 
 Snell's Case, 5 Ch. 22 ; Bait's Case, (</) Bigg's Case, 1 Eq. 309. 
 5 Ch. 707. (Ji) Lumsden's Case, 4 Ch. 31. 
 
 (c) Bottomley's Case, 16 Ch. D. As to married women, see Angas's 
 681. ISee Siveny v. Smith, 7 Eq. Case, 1 De (i. & S. 560, and pp. 
 324, as to an action. See Strick 151-153, 172. 
 v. Swansea Tin Plate Co., 36 Ch. (i) Gilbert's Case, 5 Ch. 559, 
 D. 558, as to an expelled member cited in South London Fish Market 
 having no claim in a division of Co., 39 Ch. D. at p. 331.
 
 138 Transfer of Shares. 
 
 BT7T0E1ES. 
 
 Chap, by a transfer of his shares, such a transferor will not be 
 VIII. liable as a contributory, although the shares be worthless, 
 
 and the transferee a man of straw, and although a valuable 
 
 C ^™ 1 " consideration be expressed but be not in fact paid, or the 
 transferor may even have paid the transferee to take them, 
 provided the transaction is not colourable and fictitious, 
 but bond fide an absolute out-and-out disposal of the 
 property without any trust or reservation for the benefit 
 of the transferor (a). So, members of a company may 
 transfer their shares at any time before a resolution for 
 voluntary liquidation has been passed, notwithstanding 
 they know that such a resolution is about to be passed (/>). 
 If, however, the transferor retains any interest in the 
 shares, and the transaction is not open and bond fide, but 
 colourable and fictitious, the transferor remains liable (c). 
 
 So, where the company is at an end by transfer of its 
 business and property to another company, it has been 
 held that the company, as far as the existence of shares is 
 concerned, may be considered at an end, and that after 
 the company has ceased to have property or shares it 
 cannot be said to be a company in which the shareholders 
 can transfer, so as to enable them to say that they are no 
 longer shareholders (d). 
 
 The above class of cases is to be distinguished from the 
 decision in the case of Tennent v. City of Glasgow Bank(e), 
 which was a case of repudiating shares on the ground of 
 misrepresentation (/). 
 
 In a company where the directors have a discretion as 
 to the acceptance of a proposed transferee, and they are 
 
 (a) See De Pass's Case, 4 De G. Case, 16 W. E. 1164. 
 & J. 544 ; Weston s Case, 4 Ch. 20 ; (c) Hyam's Case, 1 De G. F. & 
 Slater's Case, 35 Beav. 391. See J. 75 ; Costello's Case, 2 De G. F. 
 y. 22. But see Tennent v. City of & J. 302 (said to be between De 
 Glasgoiv Bank, infra. The Amen- Pass's Case and Byam's Case) ; 
 can Courts have held such transfers Gilbert's Case, 5 Ch. 559 ; Lund's 
 to be void : see Angell and Ames Case, 27 Beav. 465 ; Ex p. Parker, 
 on Corp., s. 623. And s. 35 of the 2 Ch. 685 ; Hatton's Case, 8 Jur. 
 Stannaries Act, 1869, makes them N. S. 380; Budd's Case, 30 Beav. 
 fraudulent : see ChynowetJis Case, 143. 
 
 15 Ch. D. 13 ; and see Stannaries (d) ChappelTs Case, 6 Ch. 902 ; 
 
 Act, 1887, s. 22, invalidating re- Allin's Case, 16 Eq. 449. 
 
 liuquishment of shares if delivered (e) 4 App. Cas. 615. See also 
 
 within six weeks before resolution City of Glasgoiv Bank, Mitchell's 
 
 to wind up. Case, and Rutherford's Case, ib. 
 
 (b) Taurine Co., 25 Ch. D. 118, 548 ; Mitchell v. City of Glasgoiv 
 distinguishing Chappell's Case, 6 Ch. Bank, ib. 624. 
 902 ; Allin's Case, 16 Eq. 449 ; and (/) Per Cotton, L.J., Taurine 
 Tennent v. City of Glasgow Bank, Co., 25 Ch. D. at p. 131. 
 4 App. Cas. 615. See Hornby's
 
 Transfer of Shares. 139 
 
 Oontri- 
 
 BUTORIES. 
 
 deceived by the transferor as to the nature of the trans- Chap, 
 action, the latter will remain liable as a contributory (a). VIII. 
 
 A person cannot escape liability by executing a transfer 
 to a person who never accepts it, and without his authority ; 
 although the transferor's name has been taken off the 
 register (b). Such a transfer may be confirmed by ac- 
 quiescence before the winding-up (c). 
 
 A transfer taken with the object of putting an end to a 
 winding-up petition by a shareholder is not bond fide, and 
 the transferor will be put on the list of contributories (d). 
 
 In voluntary winding-up, transfers of shares (except 
 transfers made to or with the sanction of the liquidators) 
 taking place after the commencement of the winding-up 
 are void (e). The commencement of the winding-up is the 
 date of passing the second resolution (/). In compulsory 
 winding-up or winding-up under supervision, transfers made 
 between the commencement of the winding-up {(f) and the 
 order for winding-up {It), or after the order (i), are, unless 
 the Court otherwise orders, void (/) ; but void only so far 
 as regards any effect to be given them by or against the 
 Company (k). As between the parties the transfer is bind- 
 ing (k). So, too, are contracts made but not completed 
 before the commencement of the winding-up (I). But the 
 transferee is not entitled to be registered as owner without 
 the sanction of the Court (m). The Court has power to 
 order the rectification of the register by the insertion of 
 such transferee's name, but the exercise of that power is 
 discretionary, and such an order should only be made on 
 strong grounds (m). 
 
 Transferees of shares, who have become shareholders 
 after the presentation of the petition, have been heard on 
 
 (a) Ex p. Kintrea, 5 Ch. 95 ; Case, 14 Eq. 454 ; 8 Ch. 266. 
 
 Payne's Case, 9 Eq. 223 ; Roger's (d) Eyre's Case, 31 Beav. 177 ; 
 
 Case, 25 L. T. 406; Gus tard's Case, Lankester's Case, 6 Ch. 905, n., 
 
 8Eq. 438; Williams's Case, 9 Eq. 910. See ChappelVs Case, 6 Ch. 
 
 225, n. ; Williams's Case, 1 Ch. D. 902. 
 
 576. A decision in the European (e) S. 131 of 1862 Act. 
 
 Arbitration (Murgatroyd's Case, (/) Hornby's Case, 19 L. T. 237. 
 
 L. T. 146) goes considerably beyond (g) See ante, Chapter VI., p. 80. 
 
 this. And see Master's Case, 7 Ch. (A) S. 153 of 1862 Act. 
 
 292. (/') Onward Building Society 
 
 Q>) Hennessey's Case, 3 De G. & [1891], 2 Q. B. 463. 
 
 S. 191 ; 2 M. & G. 201 ; Heritage's (k) Budge v. Bowman, L. R. 
 
 Case, 9 Eq. 5 ; Cartmell's Case, 9 3 Q. B. 689. 
 
 Ch. 691. See also Corfield's Case, (7) Chapman v. Shepherd, L. B. 
 
 W. N. 1873, p. 186, as to a fictitious 2 C. P. 228. 
 
 transferee. (m) Onward Building Society, 
 
 (c) Lumsden's Case, 4 Ch. 31 ,• supra. 
 Mitchell's Case, 9 Eq. 363 ; Gooclis
 
 140 Transfer of Shares. 
 
 BUTOBIES. 
 
 Chap, the hearing of the petition, on the ground that s. 153 does 
 VIII. not apply (a). 
 
 ( When there has been unnecessary delay on the part of 
 
 2^™ T ^o ^ ne vendor of shares in compelling the purchaser to com- 
 plete the transfer, the former will be placed on the list if 
 he is the registered holder at the commencement of the 
 winding-up (b). But the transferee's name will be sub- 
 stituted where the omission to register is due to the neglect 
 of the company (c), and there has been no unnecessary 
 delay by the parties, and the transfer is in other respects 
 complete before the commencement of the winding-up ; 
 unless there is some good reason to the contrary (cl), or 
 the transfer is one which the directors were not bound to 
 accept (e). In order to fix the company with delay, it is 
 material to shew that there has been one board meeting 
 between the time of leaving the transfer and the commence- 
 ment of the winding-up ; and if there has been such a 
 meeting, the Court will order the transfer to be completed 
 where there has been no delay or neglect by the parties (/). 
 The transferee will not be put on the list in place of the 
 transferor at the request of the company where they have 
 refused to register the transferee before the winding-up (g). 
 
 Misrepresentation. — Persons who have been induced to 
 take shares by reason of the fraudulent concealment and 
 misrepresentation of the directors, and have become legal 
 shareholders, are not entitled to the relief as against 
 
 (a) Tumacacori Mining Co., 17 and Garfit's Case, 4Eq. 189; Fox's 
 Eq. 534, 537. Case, 5 Eq. 118 ; Lyster's Case, 
 
 (b) Ward and Henry's Case, 4 Eq. 233. 
 2 Ch. 431 ; Walker's Case, 6 Eq. (e) Musgrave and Hart's Case, 
 30 ; Head's Case, 3 Eq. 84, whicii 5 Eq. 193 ; Shipman's Case, ib. 
 see as to an indemnity from pur- 219 ; Ex p. Kintrea, supra ; 
 chaser. As to an invalid transfer, Marino's Case, 2 Ch. 596 ; Barned's 
 see Norwich Equitable Fire Assce. Banking Co., 3 Ch. 105 ; Holden's 
 Co., England's Case, W. N. 1884, Case, 8 Eq. 444 ; Ex p. Penney, 
 p. 174. 8 Ch. 446 ; Coalport China Co. 
 
 (c) Manchester and Oldham [1895], 2 Ch. 404. As to when 
 Bank, 54 L. J. Ch. 926 ; Anglo- the Court will exercise the discre- 
 Indian and Colonial Industrial tion of the directors where they 
 Inst., Montagu's Case, Grey's Case, had power to decline to register, 
 59 L. T. 208; Union Debenture seeLmdley. 
 
 Co. v. Fletcher, 11 T. L. R. 472. (/) Nation's Case, 3 Eq. 77 ; 
 
 As to the measure of damages for Shepherd's Case, 2 Ch. 16 ; Ward 
 
 neglect of company to register and Henry's Case, ib. 431 ; Hill's 
 
 transfer of shares, see Skinner v. Case, 4 Ch. 769, n. 
 
 City of London Marine Insce. (g) Sichell's Case, 3 Ch. 119. 
 
 Corp., 14 Q. B. D. 882. As to laches by liquidator, Sa7id's 
 
 (cl) Fyfe's Case, 4 Ch. 768 ; Case, 32 L. T. 299. 
 
 Lowe's Case, 9 Eq. 589; Ward
 
 Misrepresentation. 141 
 
 creditors (a), or their co-contributories (b), which might Chap, 
 have been obtained between the shareholders and the VIII. 
 
 company. And they cannot plead the fact of their having 
 
 been so induced as a reason for repudiating their shares CoNTRI " 
 
 and for being struck off the list of contributories, if they 
 
 have not avoided the contract, or taken steps equivalent 
 to it (c), before the commencement of a winding-up by or 
 under the supervision of the Court, or a resolution to wind 
 up voluntarily (d), or before stoppage and the publication 
 of a notice by the directors of a meeting to wind up (e), or, 
 probably, before the company has become insolvent, and 
 has stopped payment, even irrespective of proceedings to 
 a winding-up (/). 
 
 The above rule only applies where the contract is void- 
 able, and not where it is void. Though even where the 
 contract is void, the shareholder by delay and acquiescence 
 may debar himself of his right to have the register 
 rectified (g). 
 
 But if, before the commencement of the winding-up, or /• * 
 the events above mentioned, a shareholder has repudiated ^^ (^J^t* 
 his shares on the ground of fraud, and has obtained the /. f*\it 
 removal of his name from the register, he will not be put / / 
 on the list of contributories (h). And, moreover, although 
 the name has not been removed, if he has instituted pro- 
 ceedings against the company, he will on establishing his 
 case, although a winding-up order is made before judgment, 
 be entitled to have his name removed from the list (i). 
 So, also, if there have been no laches on the part of the 
 shareholder in procuring himself to be removed after he 
 
 (a) Black & Co.'s Case, 8 Ch. winding-up. See Tennent v. City 
 254. of Glasgow Bank, 4 App. Cas. 615 ; 
 
 (b) Burgess 1 Case, 15 Ch. D. 507. London and Leeds Bank, Ex p. 
 
 (c) Reese Bluer Mining Co. v. Carting, 56 L. J. Ch. 321 ; Mar- 
 Smith, 2 Ch. D. 604 ; ib., 4 H. L. shall v. Glamorgan Iron Co., 7 Eq. 
 64; Kent v. Freehold Land, &c., 129, 137; Western Bank of Scot- 
 Co., 3 Ch. 493. land v. Addie, 1 H. L., Sc, 145. 
 
 (d) Oakes v. Turquand, L. E. 2 (/) Tennent v. City of Glasgow 
 H. L. 325 ; Lennox Publishing Co., Bank, 4 App. Cas. at p. 622. 
 
 Ex p. Storey, 62 L. T. 791. See (g) Railway Time Tables, &c, 
 
 Henderson v. Royal British Bank, Co., Ex p. Sandys, 42 Ch. D. 98 ; 
 
 7 D. & B. 356 ; Eouldsworth v. Wynne's Case, 8 Ch. 1002. 
 
 City of Glasgow Bank, 5 App. Cas. Oi) Wright's Case, 7 Ch. 55 ; 
 
 317 ; East Broken Hill v. Mallaby- Scottish Petroleum Co., 23 Ch. D. 
 
 Deely, 11 T. L. K. 465. 413. 
 
 (e) Alexander Mitchell's Case, 4 (i) Reese River Mining Co. v. 
 App. Cas. 548 ; Muir v. City of Smith, 2 Ch. D. 604 ; ib. 4 H. L. 
 Glasgow Bank, ib. 337 ; extending 64. But see Tennent v. City of 
 Stone v. City and County Bank, 3 Glasgow Bank, supra ; and Taurine 
 
 C. P. D. 282, as to a voluntary Co., supra.
 
 1 42 Misrepresentation. 
 
 Chap, lias repudiated his shares (a) ; but a mere repudiation 
 VIII. without any further steps is not sufficient (&), in the absence 
 
 of very exceptional circumstances (c). Two months' delay 
 
 Contki- on iy has been held to be fatal to the shareholder (d). ^ 
 butories. After a conl p an y nas gone into liquidation, rescission 
 and restitutio in integrum, on the ground of fraudulent 
 misrepresentations, are impossible, and it has been held 
 that no claim can then be made against the liquidators for 
 damages in this respect (c). 
 
 Of course, the shareholders may have a remedy against 
 the directors personally (/). 
 
 In the case of a company formed and registered under 
 the Act of 1862, any person can obtain a copy of the 
 memorandum, and an allottee cannot avoid liability as a 
 contributory on the ground that the objects of the company 
 as formed are materially different from those as projected, or 
 that there is a discrepancy between the prospectus and the 
 memorandum, if he has kept his shares until the winding- 
 up without taking steps, within a reasonable time after the 
 formation of the company, to ascertain its objects as 
 formed (g). Much more, however, is required to preclude 
 repudiation where the company is a going concern than 
 after a winding-up (//). 
 
 Where it is alleged that the prospectus contained a 
 material misrepresentation, a statement made by the chair- 
 man of the company after its formation in a speech to a 
 meeting of shareholders is not admissible evidence against 
 the company, upon an application to rectify the register (?"). 
 
 («) Ashley s Case, 9 Eq. 263; County Bank,B C. P. D. 282, 295. 
 
 Sclwley v. Central By., &c, Co., And qu. now MudforcTs Claim, 14 
 
 ib. 266; McNielVs Case, 10 Eq. Ch. D. 634; Ex p. Appleyard, 18 
 
 503 ; Pawle's Case, 4 Ch. 497. Ch. D. 587. See Burgess' Case, 
 
 (6) Hare's Case, 4 Ch. 503. See 15 Ch. D. 507. 
 Fox's Case, 5 Eq. 118; Walker's (/) As to which, see post, p. 221. 
 Case, 6 Eq. 30; Scottish Petroleum (g) Peel's Case, 2 Cb. 674; Law- 
 Co., 23 Ch. D. 413. rence's Case, ib. 412 ; Wilkinson's 
 
 (c) McNielVs Case, supra. Case, ib. 536 ; Oakes v. Turquand, 
 
 (d) Kent v. Freehold Land, &c, L. R. 2 H. L. 325 ; Doionesv. Ship, 
 Co., 3 Ch. 493; Beese Biver Mining L. 1!. 3 H. L. 343 ; Stewart's Case, 
 Co. v. Smith, supra. See the 1 Ch. 574. As to a misstatement of 
 cases under s. 35, p. 231, and objects for which shares are issued, 
 
 Wliitehouse' s Case, 3 Eq. 790. see Edgington v. F itzmaurice, 29 
 
 (e) Houldsworth v. City of Ch. D. 459. See, under the older 
 Glasgoio Bank, 5 App. Cas. 317 ; Acts, Goldsmid's Case, 16 Beav. 
 Western Bank of Scotland v. Addie, 262; Meyer's Case, ib. 383. 
 
 1 H. L. (Sc. App.) 145; Addle- (h) Peel's Case, supra; Hare's 
 
 stone Linoleum Co., 37 Ch. 1). 191. Case, 4 Ch. 503. 
 
 But see Hall v. Old Talargoch (i) Devala Provident Mining 
 
 Mining Co., 3 Ch. D. 749, dis- Co., 22 Ch. D. 593. 
 
 tinguished in Stone v. City and
 
 Agreement to become Member. 143 
 
 Agreed to become members but not registered. — Persons Chap, 
 who have agreed to become shareholders, although their VIII. 
 
 names are not cle facto on the register, are liable as 
 
 contributors (a). This class will include, first, allottees Contri-^ 
 and scrip-holders, and secondly, persons who have agreed BU T0RIE b - 
 to take transfers of shares but have not been registered. 
 An agreement to take shares need not, in general, be in 
 writing, but there are exceptions, as in the case of a 
 mutual marine insurance company (&). 
 
 A man may also become a contributory to a company by 
 his acts, although he has not made himself legally a 
 member of it (c). So, also, where shares have been 
 applied for in the name of another person without his 
 authority, the applicant is a contributory (d). But even in 
 this case there must be an actual contract by the applicant 
 to take shares (e). But the Court will not rectify the 
 register, under s. 35, by removing from the list of con- 
 tributories the name of a transferor who has neglected to 
 take steps to procure the registration of the transfer, as it 
 is his duty to see that everything is complete (/). So, if 
 the conditions of the articles in respect of transfers have 
 not been complied with by the transferor and transferee 
 before the winding-up, the Court cannot interfere or sub- 
 stitute its discretion for that required from the directors (g). 
 
 Contract to take fully paid shares. — To enable it to be said 
 that any one has agreed to become a member, and there- 
 fore is a contributory, it must be shewn either that with 
 his own assent and with his own knowledge his name has 
 been entered as the holder of the shares on something 
 which may be considered a register of members (h), or it 
 must be shewn that a contract was entered into by him 
 with the company which ought to be specifically performed ( i). 
 Therefore if the only contract is a contract to take fully 
 
 (a) S. 23. See Portal v. Em- and Henry's Case, ib. 431; Stewart's 
 mens, 1 C. P. D. G64. Case, 1 Ch. 574. See also Head's 
 
 (b) London Marine Insce. Assoc., Case, 3 Eq. 84 ; White's Case, 
 4 Ch. 611 ; 30 Vict. c. 23 ; 39 Vict. ib. 86. 
 
 c 6, s. 2. (a) Marino's Case, 2 Ch. 596 ; 
 
 (c) Per Lord St. Leonards, Musgrave and Hart's Case, 5 Eq. 
 Spackman v. Evans, L. R. 3 H. L. 193 ; Walker's Case, 2 Eq. 554. 
 171, 208. (li) Arnot's Case, 36 Ch. D. 702 ; 
 
 (d) Pugh and Sharman's Case, 13 Ex p. Cammell [1894], 2 Ch. 392. 
 Eq. 566. (i) Arnot's Case, 36 Ch. D. 702 ; 
 
 (e) Britannia Fire Assoc., Ld., Macdonald, Sons & Co. [1894], 1 
 Coventry's Case (1891), 1 Ch. 202. Ch. 89 ; Ex p. Sandys, 42 Ch. D. 
 
 (/) Gustard's Case, 8 Eq. 438 ; 98 ; Eddy stone Marine Insurance 
 Shepherd's Case, 2 Ch. 16 ; Ward Co., per Wright, J. [1893], 3 Ch. 9.
 
 144 Past Members. 
 
 CONTRI- 
 
 BUTORIES 
 
 Chap, paid shares, the party cannot be put on the register in 
 VIII. respect of shares involving any liability to pay, for there is 
 no contract to take any such shares (a). 
 
 Where the person is actually on the register of members 
 different considerations apply, and unless the provisions 
 of s. 25 of the Act of 1867 have been complied with, the 
 person is liable to pay their full amount (b). 
 
 Past members. — Although a person is removed from the 
 list of present members, his liability to be put on the list 
 as a past member still exists (c). If the members at the 
 date of the winding-up of a company formed under the Act, 
 or of an existing company registered compulsorily or 
 voluntarily under the Act (//), are unable to satisfy all the 
 claims upon them, those who have ceased to be members 
 within a year of the winding-up are liable to contribute ; 
 but the liability of members of this class is subject to 
 important restrictions or limitations, which we shall now 
 shortly consider under the following heads : — 
 
 (1.) Although those past members only are liable who 
 have ceased to be members within a year of the winding-up (e), 
 yet, to render a past member liable, there need not be 
 existing shares ; and it makes no difference whether shares 
 have been forfeited, cancelled, or transferred, within the 
 year, or transferred within the year and subsequently 
 forfeited by the transferee (/) ; nor whether, by the articles, 
 the forfeiture has the effect of absolutely extinguishing the 
 shares or not (g). 
 
 Where a company has been in course of voluntary wind- 
 ing-up, and a compulsory order is afterwards made, the words 
 "the commencement of the winding-up," in sub-s. 1 of 
 s. 38 of the Act of 1862, refer to the presentation of the 
 winding-up petition, and not the passing of the resolution 
 for voluntary winding-up ; and, therefore, persons who 
 have ceased to be members for more than a year prior 
 to the petition, but not a year prior to the resolution, are 
 not liable to contribute to the assets of the company (h). 
 
 (2.) No past member is liable to contribute in respect of 
 any debt or liability of the company contracted after the 
 
 (a) lb. see Taurine Co., 25 Ch. D. 118, 
 
 (b) See ante, p. 128, et seq. dissentiente Cotton, L.J. 
 
 (c) Wright's Case, 12 Eq. 331. (/) Bridger and Neill's Cases, 
 
 (d) Ramsay's Case, Re European 4 Ch. 266 ; Creyke's Case, 5 Ch. 
 Ass. Soc, 3 Ch. D. 388. 63 ; Marshall v. Glamorgan Co., 
 
 (e) S. 38 (1). See the remarks 7 Eq. 129; Taurine Co., supra. 
 of Jessel, M.E., on s. 38, in White- (g) Creyke's Case, 5 Ch. 63. 
 house & Co., 9 Ch. D. 595, 599 ; and (h) Taurine Co., supra.
 
 Past Members. 145 
 
 BUTCmiES. 
 
 time at which he ceased to be a member (a). As regards this Chap. 
 limitation, it may be taken as an established rule that the VIII. 
 
 liability of the B contributories is confined to the residuum 
 
 of the debts contracted before they ceased to be members, £^™^ 
 after deducting the amount paid in discharge of those 
 debts by the A contributories, whose contributions as part 
 of the assets of the company are, subject to the question of 
 costs, to be applied pari passu in discharge of all the com- 
 pany's debts, irrespective of the time at which such debts 
 were contracted (b). 
 
 The first part of s. 38 makes past members liable for costs, 
 and the 2nd and 3rd sub-sections do not appear to affect 
 this liability. It seems from the authorities that the 
 following is the rule as to the liability of B contributories 
 to contribute to the costs of the winding-up. Their 
 liability is limited to such costs and adjustment moneys 
 (if any) as may be properly incident to or consequent upon 
 calling on them for contributions in respect of the debts 
 above mentioned (c). If there are no debts in respect of 
 which they can be made liable, then they are not liable for 
 any costs at all. Where there are any such debts, this 
 may perhaps involve some costs in settling the list of past 
 members, and of adjustment of their rights inter se, in 
 respect of which past members may be called upon for 
 further contributions ; but this is no ground for including 
 in the measure of their total liability any costs to which 
 they are not justly liable to contribute, or any sums neces- 
 sary for the adjustment only of the rights of present 
 members (d). 
 
 Although a contributory be discharged from all liability 
 to call upon his shares, he may, from the particular cir- 
 cumstances of the case, be retained on the register in 
 respect of his liability to costs of winding-up (e). 
 
 The provisions of the Act are very imperfect, and at 
 present there are no decisions with respect to companies 
 
 (a) S. 38 (2). As to irre- Brett's Case, 6 Ch. 800; ib. 8 Ch. 
 gular retirement and the effect of 800 ; Marsh's Case, 13 Eq. 388 ; 
 lapse of time, see Murray v. Bush, Webb v. Wliiffin, supra ; Burgess 1 
 L. E. 6 H. L. 37 ; Taurine Co., 25 Case, 15 Ch. D. 507. As to the 
 Oh. D. 118. payment of the costs, &c, of the 
 
 (b) See and consider the follow- winding-up, see post, p. 248 ; and s. 
 ing cases : Brett and Morris's Case, 110, as regards a winding-up by 
 7 Ch. 200 ; ib. 8 Ch. 800 ; Webb v. the Court, and s. 144, as to a 
 Wliiffin, L. R. 5 H. L. 711, 728. See, voluntary winding-up. 
 
 however, Accidental and Marine (d) lb., Clarke's Case, 15 Sol. J. 
 
 Ins. Corp., 5 Ch. 428, affirmed (Alb. Arb.) 554 ; Michael Brown's 
 
 sub nom. Webb v. Wliiffin, supra. Case, 17 Sol. J. 310. 
 
 (c) See per Lord Selborne, in (e) Davies's Case, 17 Sol. J. r >70. 
 E.W. L
 
 146 Past Members. 
 
 Contei- 
 
 BUTOEIES 
 
 Chap, registered, but not formed under the Act (a), and as regards 
 VIII. unregistered companies (b). 
 
 In the case of companies registered under the Act of 
 1862, but not formed under it, liability as a past member 
 may arise under three classes, viz. : — (1), where a person 
 ceased to be a member before registration ; (2), where he 
 ceased to be so afterwards, but more than a year before 
 the commencement of the winding-up ; (3), and where 
 he ceased to be a member after registration, and less than 
 a year before such commencement (c). 
 
 (3.) No past member is liable to contribute to the assets 
 of the company unless it appears to the Court that the 
 existing members are unable to satisfy the contributions re- 
 quired to be made by them (d). The B list, i.e. the list of 
 past members, is not settled until it is shewn that the 
 present members are unable to satisfy the debts of the 
 company (e). 
 
 (4.) In the case of a company limited by shares, no 
 contribution can be required from any member exceeding 
 the amount, if any, remaining unpaid on his shares, in 
 respect of which he is liable as a past member (/). 
 
 Past and present holders of the same shares do not stand 
 to one another in the relation of principal and surety ; 
 their relation is one of primary and secondary liability ; 
 and the liability of a past member is not discharged, at 
 any rate as regards creditors, by a compromise made by 
 the liquidators with the present members under s. 160, 
 even where there is no reservation of rights as against 
 any other contributories (g). 
 
 The discharge of a contributory in Class A, under s. 160, 
 does not release him from his implied contract to indemnify 
 the transferor, who has been placed as a contributory in 
 Class B, the company having been wound up within twelve 
 months after the transfer (h). 
 
 Where a shareholder in a company transferred shares to 
 
 (a) SS. 196 (5), 197. (/) S. 38 (4). As to company 
 
 (b) S. 200. limited by guarantee, see s. 38 (5) ; 
 
 (c) See Lindley (5th ed.), p. 819. to be read in connection with ss. 90, 
 
 (d) S. 38 (3). As to an insur- 124. 
 ance company, see Bath's Case, 11 (g) HeTbert v. Banner, L. R. 5 
 Ch. D. 38G ; Hesketh's Case, 13 Ch. H. L. 28 ; Roberts v. Crowe, L. R. 
 D- 693. 7 C. P. 629 ; Hudson's Case, 12 
 
 (e) Wright's Case, 12 Eq. 331, n ; Eq. 1 ; Nevill's Case, 6 Ch. 43. As 
 335, a.; McJEwen's Case, 6 Ch. 582 ; to the transferor's right to indem- 
 Needham's Case, 4 Eq. 135. But nity, see Kellock v. Enthoven, L. R. 
 see Andrews' GW, ;; Ch. 161. See 9 Q. B. 241. 
 
 also Eelbert v. Banner, L. R. 5 (h) Roberts v. Crowe, supra; 
 
 II. L. 28. Kellock v. Enthoven, supra.
 
 CoNTRI- 
 BU TORIES. 
 
 Representative Contributories. 147 
 
 an infant, who transferred them to another infant, who Chap, 
 transferred them to an adult, and all the transfers were VIII. 
 registered, and the company was ordered to be wound up 
 more than a year after the first transfer, but less than 
 a year after the last transfer, it was held that after the 
 company had once obtained an adult shareholder, the 
 intermediate transfers could not be avoided, that the share- 
 holder ceased to be such at the date of the first transfer, 
 and that he could not be put on the list of past members (a). 
 
 (5.) The funds contributed by the B list of shareholders 
 become part of the general assets of the company for pay- 
 ment of all the debts of the company, and are not to be 
 applied, preferentially or exclusively, to the payment of 
 those debts which were incurred before the B shareholders 
 retired from the company (b). In other words, there is no 
 division of creditors into classes with different rights against 
 different funds, and consequently no marshalling between 
 them. 
 
 (6.) When debts, contracted before the time at which B 
 contributories ceased to be members, in respect of which 
 they were liable, are released or extinguished before pay- 
 ment of a call, their liability will be so far determined, 
 subject to any question with respect to the costs of the 
 winding-up (c). 
 
 Representative contributories. — (1.) If a contributory dies, 
 his liabilities survive to his executors and administrators, 
 heirs, and devisees (d). And in settling the list of con- 
 tributories, persons who are contributories in their own 
 right must be distinguished from those who are contribu- 
 tories as representatives of, or being liable to the debts 
 of, others (e). 
 
 Calls made in the lifetime of a deceased shareholder, 
 and also calls made after his death, although for obliga- 
 tions incurred after that time, must be paid out of his 
 estate, so long as the shares remain in his name (/). 
 
 On default in payment of calls, the liquidator is entitled 
 
 (a) Contract Corp., Qoocli's Case, G. M. & G. 628 ; Buchan's Case, 
 
 8 Ch. 266. 4 App. Cas. 549 ; Hamer'8 Devisees' 
 
 (5) Webb v. Whiffin, 5 Ch. 428 ; Case, 2 D. G. M. & G. 366 ; Keen's 
 
 ib. 5 H. L. 711. Executors' Case, 3 De G. M. & G. 
 
 (c) Brett's Case, 6 Ch. 800 ; ib. 272. 
 8 Ch. 800 ; Marsh's Case, 13 Eq. (e) SS. 76, 99, 105. See now 
 388. But see the remarks of Lord C. W. U. E. 1890, r. 83, post, p. 349. 
 Chelmsford and Lord Cairns in (/) Baird's Case, 5 Ch. 725, and 
 Webb v. Whiffin, supra. the cases there cited ; and see post, 
 
 (d) Turquand v. Kirby, 4 Eq. Chapter IX., p. 188. 
 123; lie ward v. Wheatley, 3 De
 
 148 Representative Contributories. 
 
 BTJTORIES. 
 
 Chap, to institute an action for the administration of the estate of 
 VIII. a deceased shareholder (a), and to prove against the estate 
 
 for all calls made and to be made, and he is further 
 
 C^tri- en title to have a fund set apart to meet such claim (b). 
 And letters of administration may, if necessary, be taken 
 out by the liquidator when the company is being wound 
 up by the Court (c). 
 
 But a balance order under r. 35 of the General Order of 
 1862, made against the representatives of a contributory 
 for payment of the amount due from the deceased in 
 respect of a call, does not operate as a judgment against 
 the estate of the deceased so as to confer the right to 
 payment in priority to other creditors of the deceased in 
 a due course of administration. Such an order cannot 
 be enforced by fi. fa., or in any way except by taking 
 proceedings to administer the estate of the deceased con- 
 tributory. By obtaining such an order, therefore, the 
 liquidator does not obtain priority over the right of re- 
 tainer of an executor (d). 
 
 An executor whose testator has held shares in a com- 
 pany has generally one of two courses open to him. He 
 may accept the testator's shares in his personal capacity, 
 and have them transferred into his own name, when he 
 will become personally liable (e). On the other hand, by 
 s. 24 of the Act, an executor or administrator may transfer 
 the deceased's shares, without being himself a member of 
 a company, and he will not then be liable personally. 
 And he ought to have a reasonable time allowed him to 
 sell the shares, and to produce a purchaser who will 
 take a transfer of them (/). The fact that an executor 
 has received the dividends until shares are sold is not 
 
 (a) S. 105 of 1862 Act. See & T. 221. As to accepting new- 
 cases in note (&). shares, see Spence's Case, 17 Beav. 
 
 (h) Be Muggeridge, 10 Eq. 443; 203; Dobson's Case, 1 Ch. 231; 
 
 Turquand v. Kirby, 4 Eu. 123; Jackson v. Turquand, L. R. 4 H. L. 
 
 Price v. Mayo, 22 W. R. 401; 305. 
 
 Tomlinson v. Gilhy, 54 L. J. P. (/) Per Lord Cairns, in City of 
 
 80. As to liability being a debt Glasgow Ban!;, Buchan's Case, 4 
 
 of specialty, see Buck v. Bobson, App. Cas. 549. But see the re- 
 
 10 Eq. 629. See ts. (7) 76, 95, 105. marks of Lord Selborne in the 
 
 (c) S. 95 of 1862 Act. See same case. As to what constitutes 
 
 cases in note (b). an acceptance of shares by execu- 
 
 (<1) International Marine Hydro- tors, see Crosfield's Case, 2 De G. 
 
 pathic Co. v. Haiues, 29 Ch. D. 934. M. & G. 128 ; Ex p. Hall, 1 Mac. 
 
 (e) Alexander's Case (Alb. Arb.), & G. 307; Ex p. Gouthwaite, 3 
 
 15 Sol. J. 788; Cheshire Banking Mac. & G. 187; Exp. Ar-mstrong, 
 
 Co., Duff's Executors' Case, 32 Ch. 1 De G. & S. 565; Exp. Buhner, 
 
 D. 301." But see Ex p. Doyle, 2 H. 33 L. J. Ch. 609.
 
 Representative Contributories. 149 
 
 alone sufficient to make him personally liable for such Chap. 
 shares (a). VIII. 
 
 There must be a distinct and intelligent request on 
 
 the part of an executor before a transfer of shares can Contri- 
 be made into his name, so as to fix him with personal BU T0RIE S - 
 liability (b). It follows that, after such a request, he may 
 be made personally liable (c). If an executor purchases 
 further shares after the testator's death, he will be 
 made a contributor}' without qualification as to such 
 shares (d). 
 
 But executors who distribute their testator's estate, 
 without providing for a contingent liability in respect of 
 shares held by him, may render themselves personally 
 liable to calls (e). Furthermore, executors may be put 
 on the list of contributories, even though they have dis- 
 tributed the assets under Sir G. Turner's Act (now re- 
 pealed) (/), or under Lord St. Leonard's Act (g), and 
 were not aware that the testator was a shareholder (h). 
 This, however, may not be so if the estate of the deceased 
 shareholder is wound up on the faith of statements made 
 by the company as to the number of shares held, or 
 otherwise, by the deceased (?'). 
 
 An executor who is also a legatee will, if he has not 
 been accepted by the company as a shareholder in respect 
 of the shares in question, be a contributory only as 
 executor (k). If a legatee has accepted a bequest of shares, 
 which has been assented to by the executor, and the 
 company has accepted the legatee as a shareholder, the 
 legatee will be the contributory in respect of such shares ; 
 but if the legatee has not been accepted by the company, 
 the executor will still be a contributory, as executor 
 only (I). 
 
 (a) Ex p. Bulmer, 33 L. J. Cli. stan, 18 Eq. 18. 
 
 609 ; Ex p. Armstrong, 1 D. G. (/) 13 & 14 Vict. c. 35. See 
 
 & S. 5(35. Cole's Executors' Case (Alb. Arb.), 
 
 (b) City of Glasgow Bank, Bu- 15 Sol. J. 711 ; MarkwdVs Case, 
 chan's Case, 4 A. C. 549. W. N. 1872, p. 210. 
 
 (c) Cheshire Banking Co., Duff's (g) 22 & 23 Vict. c. 35. See 
 Executors' Case, 32 Ch. D. 30 L ; 54 BusseU's Executors' Case, 15 Sol. J. 
 L. T. 558 ; Spence's Case, 17 Beav. 790. 
 
 203 ; Armstrong v. Burnett, 20 (Ji) A note will, however, be 
 
 Beav. 424 ; Ftnivick's Case, 1 De added to their names, mentioning 
 
 G. & S. 557. that they have distributed under 
 
 (d) Spence's Case, 17 Beav. 203. either Act. 
 
 (e) Taylor v. Taylor, 10 Eq. (*) Meux's Executors' Case, 2De 
 477 ; Armstrongs Case, 1 De G. & G. M. & G. 522 ; 4 De G. & S. 331. 
 S. 565. As to the executor's right (k) Ex ]>. Bulmer, supra. 
 
 to indemnity, see Jervis v. Wolfer- (?) See CrosfieloVs Case, supra ;
 
 150 Bankruptcy. 
 
 Chap. ^ i s no ^ necessary to shew that the personal estate has 
 
 Till, been exhausted in order to put a devisee on the list of 
 
 contributors (a). 
 
 Contri- (2.) SS. 75 and 77 provide for the bankruptcy of a con- 
 
 butories. tributory. The trustee in bankruptcy represents a contribu- 
 tory who becomes bankrupt, and is deemed (b) to be the 
 contributory, as all the interest passes to him (c). The 
 liability in respect of calls will be referred to hereafter, 
 when dealing with that subject (d) ; but such a liability of 
 a liquidating member of a company, where the liquidation 
 proceedings commence prior to the winding-up of the com- 
 pany, and are pending at the time of the winding-up, is a 
 debt or liability which is not "incapable of being fairly 
 estimated," and which is consequently provable in the 
 liquidation. Where, therefore, under those circumstances, 
 a company winding-up has failed to carry a proof in the 
 liquidation proceedings of a member of the company for 
 calls, and the liquidating member obtains his discharge, 
 he cannot afterwards be placed on the list of contribu- 
 tories (e). A bankrupt shareholder in a winding-up under 
 the Act of 1862, who has obtained his discharge, is not a 
 contributory either as a present or a past member (/). 
 
 An order for payment will not be made upon a bankrupt 
 contributory when the call is provable, even although the 
 shares may be standing in the name of the bankrupt ; and 
 such call must be proved in bankruptcy (g). 
 
 A trustee in bankruptcy can disclaim any unmarketable 
 shares belonging to the bankrupt, and the disclaimer 
 operates to determine, as from the date of disclaimer, the 
 rights, interests, and liabilities of the bankrupt in or in 
 respect of the shares disclaimed, and also discharges the 
 trustee from all personal liability in respect of the shares 
 disclaimed as from the date when they vested in him, but 
 
 Keen's Executors' Case, 3 De G. a member, see Hustle's Case, 4 Ch. 
 
 M. & G. 272; llamer's Devisees' 274. As to power to liquidator to 
 
 Case, 2 De G. M. & G. 366. prove, &c, in bankruptcy, see s. 
 
 (a) SS. 76, 99. 95. 
 
 {b) Only in his character uf (d) Post, p. 186. 
 
 trustee ; as to " deemed to be," (e) Mercantile Mutual Marine 
 
 see Stone's Case, 3 De G. & S. 220. Ins. Ass., 25 Ch. D. 415, in which 
 
 (c) See Cape Breton Co., 19 Ch. Furdoonjee's Case, 3 Ch. D. 264, 
 
 D. 77 ; Ex p. Hatcher, 12 Ch. D. was not followed. See now s. 37, 
 
 284. As to the right of a share- 13. A. 1883, 46 & 47 Vict. c. 52. 
 
 holder's trustee in bankruptcy to (/) Ex p. Marshall, 7 Ch. 324; 
 
 be placed on the register, where McEwen's Case, 6 Ch. 582; Exp. 
 
 there has been a mortgage of the Budden and Roberts, infra. 
 
 shares, see Cannock, (fee, Colliery (<j) Mitchell's Case, Be Bank of 
 
 Co., Ex p. Harrison, 28 Ch. D. Hindustan, &c, 5 Ch. 40J. 
 363. As to acting afterwards as
 
 Harried Women. 151 
 
 BUTOEIES. 
 
 does not, except so far as is necessary for the purpose of Chap. 
 releasing the bankrupt and his property, and the trustee VIII. 
 
 from liability, affect the rights or liabilities of any other 
 
 person (a). No disclaimer will be allowed after twelve ^° NTRI ~ 
 months from the first appointment of a trustee, unless in 
 cases where the shares have not come to the knowledge of 
 the trustee within one month after such appointment, in 
 which case he is to be allowed to disclaim at any time 
 within twelve months after he first became aware of their 
 existence (//). The company will be deemed to be a creditor 
 of the bankrupt to the extent of the injury, and the liqui- 
 dator may accordingly prove the same as a debt under the 
 bankruptcy (b). 
 
 (3.) Before the Married "Women's Property Act, 1882, 
 neither a married woman nor her husband was a contribu- 
 tory, if a company dealt with her as a principal, and she 
 being known to the company to be a married woman, was 
 allowed to become a shareholder in her own right ; and if 
 the husband was not, by the regulations of the company, a 
 shareholder in respect of such shares, and she had no 
 separate estate (c). Where the company had accepted the 
 wife as a shareholder without any misrepresentation or 
 concealment on the part of the husband, although the 
 husband took all the steps on the application for, and on 
 transfers of, the shares without the wife's knowledge, the 
 liquidator's application to put the husband on the list of 
 contributories was refused (d). 
 
 If a female shareholder marries, her husband is, by the 
 Act, to be treated, in the event of a winding-up, as a con- 
 tributory himself from the date of the marriage, and not 
 merely as the husband of a contributory, and his liability 
 was not affected by the Married Women's Property Act, 
 1874 (e). The wife is also, by virtue of the Married Women's 
 
 (a) 4G & 47 Vict. c. 52, s. 55. claimer in writing, signed by the 
 
 This applies whether the bank- trustee's solicitor, is not a valid 
 
 ruptcy occurs before or after the disclaimer, Wilson v. Wallani, 5 
 
 winding-up. See under Act of Ex. D. 155. 
 
 1869, Ex p. Budden and Boberts, (b) 46 & 47 Vict. c. 52, s. 55, 
 
 12 Ch. D. 288, 290 ; Hardy v. as amended by 53 & 54 Vict. c. 71, 
 
 Fothergill, 13 App. Cas. 351. As s. 13. 
 
 to not putting bankrupt or trustee (c) See Lindley (5th ed.), 807 ; 
 
 on list after disclaimer, decided Angus's Case, 1 De G. & S. 560. 
 
 under the Bankruptcy Act of 1869, (d) London, Bombay, &c, Bank, 
 
 see Levi v. Ayers, 3 App. Cas. 842 ; 18 Ch. D. 581. See also Fire Be- 
 
 Cape Breton Co., 19 Ch. D. 77. As Insurance Corp., W. N. 1883, p. 94. 
 
 to the bankrupt's liability for costs (e) See ss. 75 and 78 ; Ex p. 
 
 of winding-up, see Eur. Arb., Hatcher, 12 Ch. D. 284. See ss. 
 
 Davies 1 Case, L. T. 80. A dis- 6, 7, and 17, of the Married
 
 152 Married Women. 
 
 BUTORIES. 
 
 Chap. Property Act, 1882, liable to the extent of any separate 
 VIII. estate ; and if she survives her husband, she then will be 
 
 liable for the shares (a). The wife and husband should 
 
 Contbi- therefore be both on the list. 
 
 An application for shares in the name of a married 
 woman without stating her condition, is similar to an 
 application in the name of a fictitious person, and the name 
 of the person applying will be substituted in the list of 
 contributories (b). 
 
 Where a married woman, having separate estate, con- 
 tracts to take shares in her own name, such contract will 
 be deemed to be entered into upon the credit of her separate 
 estate, and she will be put on the list of contributories in 
 her own right, so as to bind her separate estate (<•)• 
 
 When shares are placed in the name of a married 
 woman after the Married Women's Property Act, 1882 (</), 
 the following provisions of that Act will now apply : — 
 
 By s. 6, all shares, stock, debentures, debenture-stock, or 
 other interests of or in any company, or of or in any 
 industrial, provident, friendly, benefit, building, or loan 
 society, which at the commencement of the Act are standing 
 in the name of a married woman are deemed, unless and 
 until the contrary be shewn, to be the separate property of 
 such married woman. 
 
 By s. 7, all shares, stock, debentures, debenture-stock, 
 and other interests of or in any such company, or society, 
 which after the commencement of the Act shall be allotted 
 to or transferred in or into the sole name of any married 
 woman are deemed, unless the contrary be shewn, to be 
 her separate property, in respect of which her separate 
 estate shall alone be liable. 
 
 Unless the wife held the shares previous to her marriage, 
 the husband should not now be put on the list in respect 
 of shares standing in her sole name. 
 
 By s. 13, a woman after her marriage continues to be 
 liable in respect and to the extent of her separate property 
 
 Women's Property Act, 1882. But 1 Ch. 202. 
 
 consider the wording of s. 78 of the (c) Leeds Banking Company, 
 
 Act of 18G2, which refers only to Mrs.Mattherjoman's Case, 3 Eq. 781. 
 
 a contributory marrying. As to a As to necessity of placing both 
 
 company registered under Part VII., husband and wile on the list, see 
 
 see s. 1UG (5). As to unregistered City of Glasgow Bank, Bell, Lang's 
 
 companies, see s. 200. Case, 4 App. Cas. 547. 
 
 (a) 45 & 46 Vict. c. 75, s. 13. (d) 45 & 46 Vict. c. 75. As to 
 
 (b) Hercules Insurance Co.,Pugh the summary procedure under that 
 and Hhariharts Case, 13 Eq. 5b6. Act, see s. 17. 
 
 But see Coventry's Case [1891],
 
 BTTTOEIES. 
 
 Trustees. 153 
 
 for all debts contracted, and all contracts entered into by Chap, 
 her before her marriage, including any sums for which she VIII. 
 
 may be liable as a contributory, either before or after she 
 
 has been placed on the list of contributories, under the T ^™ T I I ", 
 Companies Acts. 
 
 By s. 14, a husband is liable for the debts of his wife 
 contracted, and for all contracts entered into by her before 
 marriage, including any liabilities to which she may be so 
 subject under the Companies Acts, to the extent of all 
 property belonging to his wife which he shall have acquired 
 or become entitled to from or through his wife. 
 
 It seems to follow, as the result of the above sections, 
 that a married woman can be made liable as a contributory 
 in respect of shares in her name at the commencement of 
 the Act, but that the same liability falls upon the husband 
 as before the Act. Where the shares are registered in her 
 name after the Act, she alone will be liable in respect of 
 her separate estate ; and if she has no such estate beyond 
 the shares, and the company is insolvent, there may be no 
 one liable to contribute. The above sections also regulate 
 the liability of a person marrying a shareholder after the 
 Act. 
 
 (4.) Companies holding shares in other companies may be 
 made contributories, if the holding of such shares is not 
 ultra vires (a). 
 
 Mortgagees. — See the summary of cases, post. 
 
 Trustees. — A trust cannot be recorded on the register 
 of a company registered in England or Ireland under the 
 Act (b). If, therefore, persons consent to have shares 
 registered in their names as trustees, they will be liable, 
 as against the company and creditors, in respect of those 
 shares (c) without any limit as to the amount of the trust 
 estate (d). They are, of course, entitled to indemnity 
 from their cestui que trust (e); but not for damage which 
 
 (a) See British Nation Ass., 8 G. J. & S. 416; Davidson's Case, 
 
 Ch. D. 679, and cases there cited. 3 De G. & S. 21 ; Hemming v. 
 
 (&) S. 30. As to Scotch com- Maddick, 7 Ch. 395. As to hold- 
 
 panies, see Lumsden v. Buchanan, ing a qualification for a director, 
 
 4 Macq. 950; Muir v. City of see Pulbrook v. Richmond Co., 9 
 
 Glasgow Bank, 4 App. Cas. 337 ; Ch. D. 610. 
 Cree v. Somervail, ib. b48. (d) Muir v. City of Glasgow 
 
 (c) LeifchilaVs Case, 1 Eq. 231 ; Bank, 4 App. Cas. 337. See also 
 
 Chapman and Barkers Case, 3 Eq. Hoards Case, 2 J. & H. 229. 
 361. See also Bugg's Case, 2 lJ>r. (e) Chapman and Barker's Case, 
 
 & S. 452 ; Bunn's Case, 2 De G. supra ; Hemming v. Maddick, 
 
 F. & J. 275 ; Barrett's Case, 4 De supra; Butler v. Cumpston, 7 Eq.
 
 BUTORIES. 
 
 154 Infants. 
 
 Chap, they have not yet sustained (a). It is frequently arranged 
 VIII. that this indemnity should be enforced by the liquidator 
 
 in the name of the trustee (b). 
 
 2?™™, 1 ™ I* a trustee agrees with the company that he shall not 
 be put on the register except by his own direction, he 
 cannot be registered by the liquidator after the commence- 
 ment of the winding-up and made a contributory (c). 
 
 Where there are several trustees, each is liable for the 
 total amount of which they are joint holders, and not for 
 his proportion only (d). 
 
 If the transfer to or placing of shares in the name of a 
 trustee is merely colourable or fraudulent, the real owner 
 will be liable (e). 
 
 The liability of a trustee who is a shareholder does not 
 cease upon his resignation, but he must also transfer his 
 shares, or take such other steps as may be necessary to 
 terminate such liability (/). 
 
 It seems that a married woman and her husband should 
 be put on the list where the married woman is a trustee (g). 
 
 Infants. — There are no decisions in which an infant has 
 been put on the list ; but if there are surplus assets, and it 
 would consequently be for his benefit, there seems to be no 
 ground for holding that he should not. An infant who 
 applies for shares, and while still under age repudiates the 
 contract, can recover the allotment money paid by him (li). 
 A transfer of shares before a resolution to wind up, made 
 to an infant who does not attain twenty-one till after the 
 
 16 ; James v. May, L. R. 6 H. L. Glasgoiv Bank, 4t App. Cas. 607 ; 
 328 ; Cruse v. Paine, 4 Oh. 441, and Gillespie's Case, ib. 632. 
 see cases, note (c), p. 153. As to (e) Consider the following cases: 
 whether the company is entitled King's Case, 6 Ch. 196 ; Hercules 
 to enforce the indemnity, see Na- Insce. Co., Pugh and Sharman , s 
 tional Financial Co., 3 Ch. 791 ; Case, 13 Eq. 566 ; Imperial Mer- 
 British Nation Ass., 8 Cb. D. 679, cantile Credit Ass., Richardson' 's 
 708 ; Gillespie v. City of Glasgow Case, 19 Eq. 588 ; Plumber Iron- 
 Bank, 4 App. Cas. 632. As to works Co., Williams's Case, 1 Ch. 
 indemnity as agaiust creditors, see D. 576 ; Cox's Case, 4 De Gr. J. & 
 Minister Bank, 17 L. R. Ir. 341. IS. 53. See also London, Bombay, 
 
 (a) But see Hughes- Hall ett v. &c, Bank, 18 Ch. D. 581. 
 Indian Mammoth Mints, 22 Ch. (/) Alexander Mitchell's Case, 
 D. 561. And see Hobbs v. Wayct, and Rutherford's Case, 4 App. 
 36 Ch. D. 256. Cas. 548. Buchan's Case and Ker's 
 
 (b) See Massey v. Allen, 9 Ch. D. Case, ib. 549. 
 164 ; James v. May, L. E. 6 H. L. (g) Bell, Lang's Case, 4 App. 
 328 ; Be National Financial Co., Cas. 547. 
 
 Ex p. Oriental Commercial Bank, (Ji) Hamilton v. Vaughan - 
 
 3 Ch. 791. Sherrin Electrical, &c, Co. [1894], 
 
 (c) Gray's Case, 1 Ch. D. 664. 3 Ch. 589. 
 
 (d) Cunninghame v. City of
 
 Nature of Liability. 155 
 
 resolution, is void, though the infant, after attaining Chap 
 twenty-one, expresses a desire to retain the shares (a). VIII 
 See the summary of leading cases, infra, as to infants. 
 
 Nature of liability. — The liability to pay calls commences 
 at the date when the contributory entered into the contract 
 under which he became a member (b). This liability to 
 contribute to the assets in a winding-up creates a specialty 
 debt, and the call is merely a mode of declaring when the 
 debt so created becomes payable (c) ; and although the 
 call is "payable" on a future day, it is owing from the 
 day on which it is made (d). 
 
 The liability of contributories may, by the express terms 
 of the articles of association of a limited company, extend 
 to a greater amount in respect of certain debts than the 
 amount of their fully paid-up shares if the company is 
 wound up (e). 
 
 As the call constitutes a debt due at the commencement 
 of the winding-up, a shareholder, after that time, can only 
 assign a debt due to him from the company subject to a 
 right of set-off by the company of all calls made subse- 
 quently to the assignment, and previous to the payment 
 of the debt (/). 
 
 Where shares were registered in the joint names of two 
 persons, one of whom was since dead, the articles of 
 association being silent as to the liability thereby incurred, 
 it was held, under the Joint Stock Companies Act, 1856, 
 that a joint liability only was contracted, and that it sur- 
 vived on the death of the joint owner, and the survivor 
 was, therefore, alone liable to be placed on the list of 
 contributories (g). 
 
 S. 75 applies also to the liability of a shareholder in 
 the case of an unregistered company wound up under the 
 Act (h). 
 
 (a) Continental Bank Corpora- (d) China Steamship Co., Dawes'' 
 
 Hon, 8 Eq. 504; Symon's Case, 5 Case, 38 L. J. Ch. 512. (f^e) 
 
 Ch. 298. (e) Maxwell's Case, 20 Eq/585 ; 
 
 (6) Ex p. Camvell, 4 De G. J. & McKewan's Case, 6 Ch. D. 447 ; 
 
 S. 539 ; Ex p. Mackenzie, 7 Eq. Lion Ins. Assoc, v. Tucker, 12 
 
 240 ; Williams v. Harding, L. E. 1 Q. B. D. 176. 
 
 H. L. 9 ; Faure Electric Accumu- (/) China Steamship Co., Ex p. 
 
 lator Co. v. Phillipart, 58 L.T. 525. Mackenzie, 7 Eq. 240; Ex p. Can- 
 
 (c) S. 75. See Williams v. Hard- ivell, supra ; Williams v. Harding, 
 
 ing, L. R.1H.L.9; Buck v. Robson, supra. But see Ex p. James, 8 
 
 10 Eq. 629 ; Whitehouse & Co., Eq. 225. As to set-off, see Gris- 
 
 9 Ch. D. 595 ; Ex p. Hatcher, 12 seWs Case, 1 Ch. 528. 
 
 Ch. D. 284. See now 32 & 33 (g) Maxiuell's Case, 20 Eq. 585. 
 
 Vict. c. 46. \h) Re Muggeridge, 10 Eq. 443. 
 
 CONTRI- 
 BUTOKIE
 
 156 Adjustment between Oontributories. 
 
 Chap. As to proving against a deceased contributory's estate for 
 VIII. all calls made or to be made, see case below (a). 
 
 As to companies limited by guarantee, see s. 90. 
 
 CONTRI- 
 BUTOKIES, 
 
 Adjustment amongst themselves. — By s. 38 (7) no sum 
 due to any member of a company in bis character of 
 a member, by way of dividends, profits, or otherwise, is to 
 be deemed to be a debt of the company, payable to such 
 member in a case of competition between himself and any 
 other creditor not being a member of the company ; but 
 any such sum may be taken into account, for the purposes 
 of the final adjustment of the rights of the contributories 
 amongst themselves. By s. 109 the Court is to adjust the 
 rights of the contributories amongst themselves, and dis- 
 tribute any surplus that may remain amongst the parties 
 entitled thereto (/>). 
 
 And by s. 102 power is given to mate calls for the above 
 purpose. Such calls must be made where some of the 
 shares have been issued at a discount (c). 
 
 Cases of misrepresentation, and of agreements between 
 the members themselves, must receive due consideration in 
 deciding who are to be contributories to assets of a com- 
 pany for the adjustment of the rights of contributories 
 amongst themselves (d). And shareholders who have paid 
 more on their shares than their co-members, will, of course, 
 have the right to be put on an equality with them (e), 
 unless the right is excluded by the articles, when no call for 
 equalization could be made (/). A provision in the articles 
 of association that calls shall not be made without the 
 consent of three-fourths of the shareholders, can only 
 operate as a limitation of the powers of the directors 
 while the company exists, but not when it is in 
 
 See s. 199. As to a cost-book com- Case, 6 Ch. D. 447; Lion Ins. 
 
 pany, and liquidator, omitting Assoc, v. Tucker, supra. See Ex 
 
 arrears of calls owing from in- p. Maude, 6 Ch. 51 ; ib. 53, n. ; 
 
 solvent shareholders in estimating Eclipse Gold Mining Co., 17 Eq. 
 
 assets, see Frank Mills Mining Co., 490. 
 23 Ch. D. 52. (e) Anglesea Colliery Co., 1 Ch. 
 
 (a) Be Muggeridge, supra, at p. 555. See Exchange l)rapery Co., 
 3C0. cited ante, p. 92. See Provision 
 
 (b) See Birch v. Cropper, 14 Merchants' Co., 6 L. T. 862 ; Crook- 
 A. C. 515, and Be Bridgewater haven Mining Co., 3 Eq. 69. See 
 Navigation Co. [1891], 2 Ch. 317, Bangor Slate Co., 20 Eq. 59 ; 
 as to reserve funds and surplus Scinde, Punjaub, &c, Corp., 6 Ch. 
 assets generally. 53, n. 
 
 (c) See ante, p. 131. (/) Doncaster Building Soc, 4 
 
 (d) SS. 38, 109. Maxwell's Eq. 579. 
 Case, 20 Eq. 585 ; McKewaiis
 
 Companies not formed under Act. 157 
 
 liquidation, and the rights of contributories are to be Chap, 
 adjusted (a). VIII. 
 
 A person can prove for damages in respect to an irregu- 
 
 larity in forfeiture of shares in competition with the other Contri - 
 creditors, and sub-s. 7 of s. 38 does not apply (b). bu iorie e 
 
 The Court has only jurisdiction to adjust the rights of 
 contributories inter se in that character, and it cannot enforce 
 other equities merely because the persons who claim them 
 happen to be contributories (c). 
 
 Under the jurisdiction to adjust the rights of the con- 
 tributories amongst themselves given by s. 109, the Court 
 will not under the winding-up enforce an alleged contract 
 by the promoters to indemnify persons signing the sub- 
 scription contract against all liability in respect of the 
 shares, by directing a call payable primarily by the pro- 
 moters only (d). 
 
 Companies registered but not formed under Acts. — In the 
 case of a company registered but not formed under the 
 Acts being wound up, the contributories, in respect of 
 debts and liabilities contracted prior to registration, are 
 such persons who, if the company had not been registered, 
 would have been liable at law or in equity to pay or 
 contribute to the payment of any debt or liability of the 
 company contracted prior to registration, or to the pay- 
 ment of any sum for the adjustment of the rights of 
 members amongst themselves in respect of any such debt 
 or liability ; or to the payment of the costs, charges, and 
 expenses of winding up the company, so far as relates to 
 such debts or liabilities (e). The provisions as to repre- 
 sentative contributories, which have been already pointed 
 out, apply to these companies (/). With respect to debts 
 and liabilities contracted subsequent to registration, the 
 contributories are, of course, the same persons as would 
 have been contributories if the company had been formed 
 as well as registered under the present Act, or the Acts of 
 1856-7. 
 
 The effect of the Act is to put a company compulsorily 
 registering itself under s. 209 in the same position as if 
 
 (a) Coed Madog Slate Co., W. N. See National Savings Bank Ass., 
 1877, p. 190. See Provision Mer- 1 Ch. 547. 
 
 chants' Co., supra. (e) S. 196 (5). As to the death 
 
 (b) New Chile Gold Mining Co., of contributories, bankruptcy, or 
 45Ch.D. 598. marriagp, see ante, pp. 147-153. 
 
 (c) Ex p. Coodson, Be Alexan- There is no provision as in s. 38 (1), 
 dra Palace Co., 23 Ch. D. 297. as to past members. 
 
 (d) Addison's Case, 20 Eq. 020. (/) lb. See ante, p. 147.
 
 158 Unregistered Companies. 
 
 Chap, the registration bad been voluntary, and the 38th section 
 VIII. applied to such a company (a). 
 
 Contri- Unregistered companies. — In the case of an unregistered 
 
 butoeies. company being wound up, every person is deemed to be a 
 contributory who is liable to contribute to the payment of 
 any debt or liability of the company, or to the payment of 
 any sum for the adjustment of the rights of the members 
 amongst themselves (but not a mere debtor to the company 
 (6)), or to the payment of the costs, charges, and expenses 
 of winding-up (c). The foregoing provisions as to repre- 
 sentative contributories also apply to these companies. In 
 order to ascertain the persons who are comprised in this 
 class, the nature of the particular company must necessarily 
 be looked to. Promoters, who had obtained subscriptions 
 by misrepresenting the amount of capital subscribed, were 
 held to be contributories for the balance of the capital not 
 subscribed (d). If shares have been transferred to nominees 
 merely in order to make the number of shareholders appear 
 larger, the original shareholder may be put on the list (e) ; 
 but not in the case of a bond fide nominee (/). 
 
 As to a policy-holder with profits in an assurance com- 
 pany, see the case below (g). 
 
 There is nothing in the Act to exempt past members of 
 unregistered companies who have ceased to be members 
 for upwards of a year, and they are liable for debts con- 
 tracted before they ceased to be members. 
 
 Stannaries. — In the Stannaries, a former shareholder 
 is not liable to contribute to the assets of the company if 
 he has ceased to be a shareholder for a period of two years 
 before the date of the winding-up order (/*). A shareholder 
 in a cost-book mine, who has ceased to be a shareholder 
 more than two years before the order for winding-up, can- 
 not be put on the list of contributories as a past member, 
 
 (a) European Assurance Society, diode, Moore and De La Torre's 
 
 Ramsey's Case, 3 Ch. D. 388. Case, 18 Eq. 661. 
 
 (o) For examples, see Shields (e) Cote's Case, 4 De G. J. & S. 
 
 Marine Ins. Ass., 5 Eq. 368; Ex 53. 
 
 p. Littledale, 9 Ch. 257 ; Ex p. (/) King's Case, 6 Ch. 196. 
 
 British Nation Ass., 8 Ch. I). 679, (g) Albion Ass. Soc, Winstone's 
 
 708. Case, 12 Ch. D. 239. 
 
 (c) S. 200. As to the death of (h) 32 & 33 Yict. c. 19, s. 25. 
 contributories, bankruptcy, or mar- As to the liquidator omitting arrears 
 riage, see ante, pp. 117-153. There of calls due from insolvent share- 
 is no provision as to past members. holders in estimating assets, see 
 As to costs of winding-up, see post, Frank Mills Mining Co., 23 Ch. D. 
 p. 248. 52. 
 
 (d) Royal Victoria Tlieatre Syn-
 
 CoNTRI- 
 BUTORIES. 
 
 Building and Industrial Societies. 159 
 
 although he has not so ceased for two years before the mine Chap, 
 ceased to be worked (a). VIII. 
 
 Savings bank. — A trustee or manager of a savings bank 
 cannot be made a contributory in the winding-up of the 
 bank, or be called upon to contribute to the costs, charges, 
 and expenses of the liquidation, by reason of personal 
 liability incurred within the exceptions from the protection 
 conferred by s. 11 of the Trustee Savings Bank Act, 1863, 
 but he may be compelled, under s. 10 of the Companies 
 Act, 1890, to pay an adequate sum by way of compensation 
 towards the assets of the bank (b). 
 
 Building societies. — In a building society under the 
 Building Societies Act of 1874, the liability of any member 
 in respect of any share upon which no advance has been 
 made, is limited to the amount actually paid or in arrear 
 on such share, and in respect of any share upon which an 
 advance has been made to the amount payable thereon 
 under any mortgage or other security, or under the rules 
 of the society (c). On winding-up, an advanced member is 
 not liable to pay the amount of his advance except at the 
 time or times, and subject to the conditions mentioned in 
 the mortgage or rules (d). 
 
 On a winding-up, past advanced, or past investing mem- 
 bers who have satisfied all their obligations to the society 
 in accordance with the rules, are no longer under any 
 liability to contribute to the losses of the society with 
 present members ; for the rules of a building society con- 
 stitute a contract between the society and its members, by 
 which the liability of all classes of members is regulated (c). 
 
 Every member of an unincorporated society is a contribu- 
 tory, with unlimited liability. 
 
 Industrial and provident societies. — Where an industrial 
 and provident society is wound up, the liability of a present 
 or past member of the society to contribute for payment of 
 the debts and liabilities of the society, the expenses of 
 winding-up, and the adjustment of the rights of contribu- 
 tories amongst themselves, is qualified as follows (/) : — 
 
 (a) Wlieal Unity Wood Mining dissolution of which was begun be- 
 Co., Chynoweth's Case, 15 Ch. D. 13. fore but not completed on 25th 
 
 (b) Cardiff Savings Bank, Davies' August, 1891. Ktmp v. Wright 
 Case, 15 Ch. D. 537; Marquis of [1895], 1 Ch. 121. See same case 
 Bute's Case [1892], 2 Ch. 100. as to instruments of dissolution 
 
 (c) 37 & 38 Vict. c. 12, s. 11. before that date. 
 
 (d) Building Societies Act, 1891, (e) West Biding of Yorkshire 
 s. 10, which applies to all future Building Soc., 15 Ch. D. 163. 
 cases, and also to a society, the (/) Industrial and Provident
 
 160 Policy-holders. 
 
 BUTORIES. 
 
 Chap. (a.) No individual, society, or company, who or which 
 
 VIII. has ceased to be a member for one year or upwards 
 
 prior to the commencement of the winding-up is 
 Costei- liable to contribute. 
 
 (b.) No individual, society, or company, is liable to con- 
 tribute in respect of any debt or liability contracted 
 after he or it ceased to be a member. 
 
 (c.) No individual, society, or company, not a member, 
 is liable to contribute, unless it appears to the 
 Court that the contributions of the existing mem- 
 bers are insufficient to satisfy the just demands of 
 the society. 
 
 (d.) No contribution is required from any individual society 
 or company exceeding the amount, if any, unpaid 
 on the shares in respect of which he or it is liable 
 as a past or present member. 
 
 (e.) An individual, society, or company is to be taken to 
 have ceased to be a member, in respect of any 
 withdrawable share withdrawn, from the date of 
 the notice or application for withdrawal. 
 
 Policy-holders. — A policy-holder in a proprietary company 
 is simply a contingent creditor ; and he is under no 
 liability whatever to other policy-holders or to the company 
 itself, since he need not even continue his premiums. 
 
 Participating policy-holders, where they are allowed to 
 share in the profits, are not usually liable as contribu- 
 tories (a). 
 
 Where a policy-holder participating in profits has power 
 to vote at meetings, and on winding-up is entitled to the 
 surplus assets after the shareholders have been paid in full, 
 he is not under any undertaking to contribute with the 
 shareholders towards meeting the liabilities of the com- 
 pany (&). Even if a policy-holder might be treated as a 
 partner by an outside creditor, the shareholders cannot 
 make him contribute unless the deed of settlement makes 
 him so liable. 
 
 Societies Act, 1893 (56 & 57 Vict. v. Hickman, 8 H. L. C. 268 ; Bishop 
 
 c. 39), s. 60. As to the relation of v. Scott, 7 L. T. 570. 
 
 past and present members and their (b) Strachans Case, 16 S. J. 
 
 respective liability, see ante, pp. (Alb. Arb.) ; 62 Hummel's Case, 16 
 
 144-147. As to liability for debts S. J. 65 (Alb. Arb.). See this last 
 
 before registration, see Fountain's case as to non-liability of partici- 
 
 Case, 11 Jur. N. S. 553. pating policy-holders where claims 
 
 (a) English and Irish Church, are to be charged on funds of 
 
 <fec, Ass. Hoc, 1 H. & M. 85 ; Cox company.
 
 Power to order Payment. 161 
 
 BUTORIES. 
 
 All policy-holders under a mutual society of the older Chap. 
 type, such as marine mutual companies, were held bound VIII. 
 to contribute (a). 
 
 Where the articles of association of a life assurance CoNTRI - 
 company, formed upon the mutual principle, provided that 
 there should be two classes of members, namely, share- 
 holders so long as there should be any shareholders, and 
 assurance members, defined to mean policy-holders with 
 participation in profits, and registered as members of the 
 company, and when the shareholders should be paid off 
 under the scheme provided for, then the company was to 
 consist of insurance members only, it was held that the 
 policy-holders were contributories, but that they would not 
 be called upon to contribute until the shareholders had 
 been exhausted (6). 
 
 In certain mutual insurance companies, the assignee of 
 a policy, by payment of premiums, is held to have con- 
 tracted to become a member of the company, and is liable 
 to be entered on the register as a contributory; but, if 
 the directors refuse to register the assignee as a member 
 of the company, the Court will in certain cases hold him 
 not to have become a contributory (c). On the other 
 hand, assignment before the winding-up of such a company 
 relieves the assignor (d). 
 
 As to stamp required to make policy-holders liable as 
 contributories, see the cases cited under " Unregistered 
 Companies," supra. 
 
 Power of Court to order payment. — The realization of the 
 debts due to a company from any person settled on the 
 list of contributories (c) is greatly facilitated by the pro- 
 visions of s. 101, which enable the Court to make a 
 peremptory order on a contributory to pay at once any 
 moneys due from him. Otherwise the company would be 
 put to the expense of bringing an action. Under s. 101 
 and s. 10 of the Act of 1890 (/), the Court has summary 
 power to order a contributory or director to repay a 
 dividend declared and paid under a delusive and fraudu- 
 lent balance-sheet (g). As to set-off, see Chapter IX. 
 
 (a) Heed v. Cole, 3 Burr. 1513 ; Sanders, 20 Ch. D. 403. 
 EummeVs Case, supra; Albion Life (d) Albion Life Ass. Soc., Ex p. 
 Ass. Soc, 16 Ch. D. 83 ; Great Brown, 18 Ch. D. 639. 
 Britain Mutual Life Ass. Co., 16 (e) See Marlborough Club Co., 
 Ch. D. 217; Bath's Case, 11 Ch. 5 Eq. 365. 
 1>. 386. (/) Formerly s. 165 of the Act 
 
 (b) Winstone's Case, 12 Ch. D. of 1862, now repealed by the above 
 239. Act. 
 
 (c) Albion Life Ass. Soc, Exp. (g) Stringer's Case, 4 Ch. 475. 
 E.W. M
 
 162 
 
 Absconding Contributor)/ . 
 
 Chap. 
 VIII. 
 
 CONTRI- 
 I3UTORIES. 
 
 Absconding contributory. — Where there is clear evidence (a) 
 that there is probable cause for believing that a contribu- 
 tory intends to abscond, or to remove or conceal any of his 
 property, for the purpose of evading payment of calls, or 
 for avoiding examination (b), the Court may, either before 
 or after a winding-up order, cause such contributory to be 
 arrested (c), or (d) his books, money, and goods, &c, to be 
 seized (c). The powers vested in the Court are cumula- 
 tive (/). Application may be made for a writ of ne exeat 
 regno to prevent a contributory from absconding without 
 paying a call made (g) ; but the alleged contributory must 
 have an opportunity of disputing his liability (//). 
 
 See Feltom's Executors' Case, 1 Eq. 
 219 ; Cardiff Coal Co. v. Norton, 2 
 Cb. 405. See Chap. XII. as to s. 10. 
 
 (a) Imperial Mercantile Credit 
 Co., 2 Eq. 264. 
 
 (b) See post, p. 197, as to exami- 
 nation. 
 
 (c) In case of arrest, as to the in- 
 sufficiency of a mere hearsay state- 
 ment, see Imperial Mercantile 
 Credit Co., supra. 
 
 (d) As to the power being in the 
 
 alternative, see Imperial Mercantile 
 Credit Co., supra. 
 
 (e) S. 118. The section does 
 not extend to real estate. For form 
 of order and proceedings in such 
 cases, see Ulster Land, &c, Invest- 
 ment Co., 17 L. R. Ir. 591. 
 
 (/) S. 119. 
 
 (g) Maioer's Case, 4 De G. & S. 
 349. See Dan. Ch. Pr. 
 
 (It) Cotton Plantation Co. of 
 Natal, W. X. 1868, p. 79. 
 
 Summary of Leading Cases. 
 
 agent. 
 
 Liability where shares are taken 
 by. 
 
 Agent is liable — 
 When shares taken in his 
 name and agency is not 
 disclosed. 
 Bird's Case, 4 De G. J. & S. 
 200. 
 
 When he applies in name of 
 principal without prin- 
 cipal's consent, and prin- 
 cipal repudiates. 
 Puqh & Sharman's Case, 13 
 
 Eq. 566. 
 Ex p. White, 16 L. T. 276. 
 
 But not if neither company 
 nor agent intended that 
 there should be a contract 
 to take shares. 
 Re Britannia Fire Ass., 
 Coventry's Case [1891], 
 1 Ch. 202. 
 
 When by mistake he applies 
 
 AGENT— continued. 
 
 for shares in a company 
 not authorized by prin- 
 cipal he is liable in 
 damages. 
 Ex p. Fanmure, in re 
 National Coffee Palace 
 Co., 24 Ch. D. 367. 
 
 Principal is liable — 
 When he authorizes agent to 
 take the shares in his 
 name. 
 Barrett's Case, 4 De G. J. 
 & 8. 416. 
 
 When be authorizes agent to 
 sign memorandum of as- 
 sociation in his name. 
 In re Whitby Partners, ex 
 
 p. Callan, 32 Ch. D. 337. 
 Cf. Jackson v. Napper, 35 
 Ch. D. 172. 
 
 If he adopts an unauthorized 
 application by an agent. 
 G. H. Levita's Case, 5 Ch. 
 4S9.
 
 Summary of Leading Cases. 
 
 103 
 
 AGENT— continued. 
 
 As to revocation of agent's 
 authority, see 
 Ex p. Burton, 21 L. J. Ch. 
 781. 
 
 Nature of agent's liability 
 when he makes an un- 
 authorized application for 
 shares. 
 Ex p. Panmure, supra. 
 Coventry's Case, supra. 
 
 Contract may be made with agent 
 of company. 
 
 Licensed Victuallers, <£<?., Asso- 
 ciation, 42 Ch. D. 1. 
 
 Portuguese Consolidated Copper 
 Mines, 45 Ch. D. 16. 
 
 AGREEMENT TO BECOME A 
 MEMBER. 
 
 Applicant is not liable unless ap- 
 plication is followed by allot- 
 ment and notice within reason- 
 able time. 
 
 Applicant held not liable, 
 
 Carmichael's Case, 17 Sim. 1G3. 
 Pellatt's Case, 2 Ch. 527. 
 Gunn's Case, 3 Ch. 40. 
 Robinson's Case, 4 Ch. 332. 
 Sahlgreen & Carroll's Case, 3 
 
 Ch. 323. 
 Ex p. Harwood, 20 L. T. 736. 
 
 Applicant held liable. 
 
 A. Levita's Case, 3 Ch. 36. 
 Fletcher's Case, 37 L. J. Ch. 49. 
 Cf. Scottish Petroleum Co., 23 
 
 Ch. D. 413. 
 Cheshire Banking Co., 32 Ch. 
 
 D. 301. 
 
 Unless he has otherwise agreed to 
 take shares. 
 Adams's Case, 13 Eq. 474. 
 Harward's Case, 13 Eq. 30. 
 Sidney's Case, 13 Eq. 228. 
 
 But the notice of allotment need 
 not be formal. 
 Gunn's Case, supra. 
 A. Levita's Case, supra. 
 
 And may be given to the appli- 
 cant's authorized agent. 
 
 Robinson's Case, supra. 
 Wallis's Case, 5 Ch. 325, note. 
 
 An agreement to take shares may 
 
 be verbal. 
 Goldie v. Torrance, 10 Ct. of 
 
 Sess. Cas. (Sc,) 174. 
 Electric Telegraph Co. of Ireland, 
 
 26 Beav. 6 ; 3 De G. & J. 170. 
 
 AGREEMENT TO BECOME A 
 MEMBER— continued. 
 
 Allottee is under no liability if 
 shares were registered in his 
 name without consent or 
 application by him. 
 
 Oalies v. Turquand, L. E. 2 
 H. L. 325, at p. 350. 
 
 Chapman & Barker's Case, 3 Eq. 
 361, at p. 365. 
 
 Ship's Case, 2 De G. J. & S. 544. 
 
 Scottish Petroleum Co., supra. 
 
 Goldie v. Torrance, 10 Ct. Sess. 
 Cas. (Sc.) 174. 
 
 Rushworth's Case, 66 L. T. 48. 
 
 No liability if agreement is can- 
 celled. 
 
 Florence. Land Co., Tuffnell & 
 Ponsonby's Case, 29 Ch. D. 421. 
 Cf. Adams's Case, 13 Eq. 474. 
 
 Even though the memorandum of 
 association may have been 
 signed. 
 Snell's Case, 5 Ch. 22. 
 
 But there must be power of can- 
 cellation or allottee will be 
 liable notwithstanding. 
 
 Sidney's Case, 13 Eq. 228. 
 
 Hall's Case, 5 Ch. 707. 
 
 Argyll Coal, &c, Co., 54 L. T. 
 233. 
 
 A director may be liable for shares 
 issued in pursuance of an 
 irregular resolution. 
 In re Miller's Dale, &c, Co., 31 
 Ch. D. 211. 
 
 Applicant for shares in a false 
 name will be liable. 
 G. II. Levita's Case, 5 Ch. 489. 
 Cf. Robinson's Case, 4 Ch. 322. 
 
 And an application in name of a 
 person under a disability may 
 make applicant liable. 
 
 Pugh & Sharman's Case, 13 Eq. 
 566. 
 
 Reaveley's Case, 1 De. G. & S. 
 550. 
 
 Cf. Coventry's Case [1891], 1 Ch. 
 202, supra, p. 152. 
 
 But not if company is aware of 
 disability, and refuse to 
 allow the person under dis- 
 ability to sign. 
 Maxwell's Case, 24 Beav. 321. 
 
 But acquiescence by holder after 
 disability removed may 
 render him liable. 
 Ebbett's Case, 5 Ch. 302. 
 Mitchell's Case, 9 Eq. 363. 
 
 Chap. 
 VIII. 
 
 CONTRI- 
 BUTORIES.
 
 164 
 
 Summary of Leading Cases. 
 
 Chap. 
 VIII. 
 
 AGREEMENT TO BECOME 
 MEMBER— continued. 
 
 A 
 
 Unless the company suffers no 
 loss thereby. 
 Hart's Case, 6 Eq. 512. 
 
 Or knowingly registers the name. 
 Cf. Mitchell's Case, supra. 
 
 But the acquiescence must be 
 clear. 
 Wilson's Case, 8 Eq. 240. 
 
 As by dealing with the shares. 
 Lumsdeu's Case, 4 Ch. 31. 
 
 And especially if shares have 
 been repudiated. 
 Baker's Case, 7 Ch. 115. 
 Yeoland Consols (No. 2), 58 
 L. T. 922. 
 
 Executors who apply for shares 
 may be personally liable. 
 Cheshire Banking Co., Duff's 
 Executors' Case, 33 Ch. D. 301. 
 
 An alteration of the articles of 
 association after application 
 not affecting the objects of 
 company will not relieve 
 applicant. 
 Lyon's Case, 35 Beav. 646. 
 
 But alteration of memorandum 
 of association, by increasing 
 value of shares, will not bind 
 applicant without notice. 
 Gustard's Case, S Eq. 438. 
 
 Agreement to take shares will not 
 be fulfilled by holding shares in 
 names of others unless there 
 is a bona fide trusteeship. 
 
 Cox's Case, 4 De G. J. & S. 53. 
 
 King's Case, 6 Ch. 196. 
 
 Agreement to take shares held 
 satisfied by allotment to appli- 
 cant's firm. 
 Nolces's Case, 16 W.E. 413, 1135. 
 Dunster's Case [1S94], 3 Ch. 473. 
 
 As to requirements of agreement 
 to take shares for future allot- 
 ment and payment, see 
 Barrett's Case, 2 Dr. & Sm. 415 ; 
 3 De G. J. & S. 30. 
 
 An agreement may be made to 
 take shares in payment for 
 work done or services ren- 
 dered. 
 Sharon's Claim. W. N. 1866, 
 p. 231. 
 
 If the provisions of s. 25 of the 
 Companies Act, 1867, are com- 
 plied with. 
 
 AGREEMENT TO BECOME A 
 MEMBER — co n t inued. 
 
 White's Case, 12 Ch. D. 511. 
 Andreas' Case, 8 Ch. D. 126. 
 Pagin & dill's Case, 6 Ch. D. 
 
 681. 
 Bush's Case, 9 Ch. D. 554. 
 Cf. Blyth's Case, 4 Ch. D. 140. 
 
 But even with registered contract, 
 shares must be paid for " in 
 meal or malt ; " they cannot be 
 issued as bonus shares for an 
 illusory consideration. 
 
 Eddystone Marine Insurance Co. 
 [1893], 3 Ch. 9. 
 
 Blind's Case [1893], 2 Ch. 612. 
 
 Chapman's Case [1895], 1 Ch. 
 771. 
 
 Nor at a discount. 
 
 Ooregum <,nl,l Co.v.Boper[l8922, 
 A. ('. 125, and cases, ante, 
 p. 131. 
 
 But no liability will attach on 
 winding-up if the contract is 
 only to take fully paid-up 
 shares and the matter rests 
 in contract. 
 
 Barangah Oil Refining Co., 
 Amott's Case, 36 Ch. D. 702. 
 
 Macdonald, Sons & Co. [1894], 
 1 Ch. 89. See ante, p. 143. 
 
 Or if the company has an option 
 of paying in cash or shares, 
 and is wound up before exer- 
 cising the option. 
 Sharon's Claim, supra. 
 
 If the agreement is not acted upon 
 
 within a reasonable time, 
 
 either party may decline to 
 
 carry it out. 
 
 Ex p. London Bank of Scotland, 
 
 12 Eq. 268. 
 Mackenzie's Case (Eur. Arb.), 
 L. T. 141 ; 18 Sol. J- 223. 
 
 Unless applicant has subscribed 
 the memorandum of associa- 
 tion. 
 Levick's Case, 40 L. J. Ch. 180. 
 Sidney's Case, 13 Eq. 228, 
 Tooth's Case, W. N. 1868, 270. 
 
 ALLOTMENT. 
 
 Allotment to bind applicant must 
 
 be within reasonable time. 
 Bamsgate Hotel Co. v. Montefiore, 
 
 and Same v. Goldsmid, L. R. 
 
 1 Ex. 109. 
 Bou-ron, Bailey & Co., ex p. 
 
 Baihj, 3 Ch. 592.
 
 Summary of Leading Gases. 
 
 165 
 
 ALLOT ULETST— continued. 
 
 Land Loan, etc., Co. of S.Africa, 
 
 W. N. 1885, p. 59. 
 Carmichael's Case, 17 Sim. 163. 
 
 Allotment to an infant imposes no 
 
 liability on him. 
 Ex p. Beaveley, 1 De G. & S. 
 
 550. 
 Maxwell's Case, 24 Beav. 321. 
 Hamilton v. Vaughan Sherrin 
 
 Electrical, &c, Co. [1891], 3 
 
 Ch. 589. 
 
 Allotment to a trustee for purposes 
 
 of fraud will not relieve the 
 
 real owner. 
 Cox's Case, 4 De G. J. & S. 53. 
 Davidson's Case, 3 De G. & S. 
 
 21. 
 Barrett's Case, 4 De G. J. & S. 
 
 416. 
 
 Allotment to trustee of shares in 
 a scrip company. 
 Ex p. Finlay, 27 L. J. Ch. 664. 
 
 Allotment to executors. 
 
 Executors accepting new shares, 
 after their testator's death, 
 are personally liable. 
 Fearnside& Dean's Case, 1 Ch. 
 
 231. 
 Cheshire Banking Co., 32 Ch. 
 D.301. 
 
 Allotment to some person other 
 than applicant frees him from 
 liability, although notice of 
 allotment is sent to him. 
 Nallorie's Case, 2 Ch. 181. 
 
 Allotment ultra vires of company : 
 allottee not liable where his 
 name was never placed on 
 register. 
 Burnett's Case, 18 Eq. 507. 
 Cf. London Celluloid Co., 39 
 C. D. 190. 
 
 Unless he has dealt wi.h shares. 
 Sandys' Case, 42 C. D. 98. 
 Arnott's Case, 36 C. D. 702. 
 Macdonald, Sons & Co. [1894], 
 
 1 Ch. 89. 
 Eddy stone Marine Ins. Co. [1893], 
 3 Ch. 9. 
 
 Allotment at a meeting notice of 
 which was not sent to all 
 directors invalid. 
 Homer District Consolidated Gold 
 
 Mines, 39 C. D. 546. 
 British Empire Match Co., ex p. 
 Boss, 59 L. T. 291, 813; In 
 re Portuguese Consolidated 
 
 ALLOTMENT— continued. 
 
 Copper Mines, Ltd., 42 C. D. 
 160. 
 
 But the allotment may be made 
 valid by directors at a subse- 
 quent and properly constituted 
 meeting. 
 
 Badman & Bosanquet's Case, 45 
 C. D. 29. 
 
 Cf. Bolton Partners v. Lambert, 
 41 C. D. 295. 
 
 Allottee not bound by allotment to 
 him of fewer shares than he 
 applied for. 
 
 Boberts's Case, 1 Drew. 204. 
 
 Ex p. Barber, 20 L. J. Ch. 146. 
 
 Notice of allotment. 
 Evidence as to. 
 
 Beidpath's Case, 11 Eq. 86. 
 
 Sparling's Case, 26 W. R. 41. 
 
 De Bosaz's Case, 21 L. T. 10. 
 
 Imperial Land Co. of Mar- 
 seilles, Wall's Case, 15 Eq. 
 18. 
 
 Household Fire Ins. Co. v. 
 Grant, 4 Ex. D. 216. 
 
 Sufficiency of. 
 
 Bloxam's Case, 33 Beav. 529. 
 Townsend's Case, 13 Eq. 148. 
 Bichards's Case, L. K. 6 C. P. 
 
 591. 
 Howard's Case, 1 Ch. 561. 
 Harris's Case, 7 Ch. 587. 
 Land Shipping Colliery Co., 
 
 18 L. T. 786. 
 Ex p. Fox, 8 L. T. 223. 
 Household Fire Ins. Co. v. 
 
 Grant, supra. 
 Gunn's Case, 3 Ch. 40. 
 
 Notice posted before notice of 
 withdrawal : allottee liable. 
 
 Household Fire Ins. Co. v. 
 Grant, supra. 
 
 Harris's Case, supra. 
 
 Imperial Land Co. of Mar- 
 seilles, supra. 
 
 Taylor v. Jones, 1 C. P. D. 87. 
 
 Bennett v. Cosgriff, 38 L. T. 
 177. 
 
 Dispensing with notice where 
 allottee is a director of com- 
 pany. 
 
 Adams's Case, 13 Eq. 474. 
 
 Great Oceanic Telegraph Co., 
 Har ward's Case, 13 Eq. 30. 
 
 Foivler's Case, 14 Eq. 316; 
 
 questioned in Duke's Case, 
 
 1 Ch. D. 620. 
 Bobinson & Preston's Brewery, 
 
 Chap. 
 VIII. 
 
 COXTRI- 
 BUTORIES.
 
 1G6 
 
 Summary of Leading Cases. 
 
 Chap. 
 VIII. 
 
 CONTRI- 
 BUTOHIES. 
 
 ALLOTMENT— continued. 
 
 Sidney's Case, L. E. 13 Eq. 
 228 
 Cf. Ritso's Case, 4 Oh. D. 774. 
 
 In other cases. 
 
 United Ports, tic., Co., Tucker's 
 Case, 25 L. T. 654. 
 
 Valparaiso Waterworks Co., 
 Bavies' Case, 26 L. T. 650. 
 
 Barrett's Case, 2 Dr. & Sm. 
 415 ; 3 De G. J. & S. 30 ; 
 and see cases under " Memo- 
 randum of Association." 
 
 Cf. Leeds Banking Co., Addi- 
 nelVs Case, 1 Eq. 225. 
 
 Dispensing with notice where 
 applicant is presumed to 
 have known of allotment. 
 
 Peruvian Railway Co., Craw- 
 ley's Case, 4 Ch. 322. 
 
 Fletcher's Case, 37 L. J. Ch. 49. 
 
 Applicant receiving no notice of 
 allotment held not a con- 
 tributory. 
 
 Ward's Case, 10 Eq. 659. 
 
 Hallmark's Case, 9 Oh. D. 329. 
 
 Sahlgreen & Carroll's Case, 3 
 Ch. 323. 
 
 Notice of allotment to agent. 
 Principal held a contribu- 
 tory. 
 
 Oriental Commercial Ban!;, 19 
 W. E. 844. 
 
 G. H. Levita's Case, 5 Ch. 489. 
 
 Davies' Case, 41 L. J. Ch. 
 659. 
 
 Principal held not a contribu- 
 tory. 
 
 Robinson's Case, 4 Ch. 330. 
 
 Peruvian Ry. Co., Wallis's 
 Case, 4 Ch. 325, n. 
 
 Cf. Britannia Fire Associa- 
 tion, Ld., ante, p. 152. 
 
 Withdrawal by applicant before 
 receipt of notice of allot- 
 ment — 
 By writing. 
 
 Hebb's Case, 4 Eq. 9. 
 Pentelow's Case, 4 Ch. 178. 
 Ritso's Case, 4 Ch. D. 774. 
 Cf. Scottish Petroleum Co., 
 23 Ch. D. 413. 
 
 Orally. 
 
 Natal Investment Co., Wil- 
 son's Case, 20 L. T. 962. 
 
 Re Brewery Assets Co., Tru- 
 man's Case [iS94], 3 Ch. 
 272. 
 
 ALLOTMENT— continued. 
 
 Cf. Dickinson v. Dodds, 
 
 2 Ch. D. 403. 
 When no allotment within 
 
 reasonable time. 
 Ramsgate Hotel Co. v. Mon- 
 
 tefiore, L. 11. 1 Ex. 109. 
 
 Conditional application. 
 Applicant held not a contri- 
 butory. 
 
 Sunken Vessels Recovery Co., 
 Wood's Case, 3 De G. & J. 
 85. 
 
 Howard's Case, 1 Ch. 561. 
 
 Rolling Stock Co. of Ireland, 
 Shackleford's Case, 1 Ch. 
 567. 
 
 Aldborough Hotel Co., Simp- 
 son's Case, 4 Ch. 184. 
 
 National Equitable Provident 
 Soc, Wood's Case, 15 Eq. 
 236. 
 
 U nicer sal Banking Corpora- 
 tion, Rogers's Case, 3 Ch. 
 633. 
 
 Empire Assurance Corporation, 
 Ifougan's Case, 8 Cn. 540. 
 
 Richmond Hill Hotel Co., 
 Pellatt's Case, 2 Ch. 527. 
 
 Land Shipping Co., Ex p. 
 Hanvood, 20 L. T. 736. 
 
 Land and Provincial Provi- 
 dent Assoc, Mogridge's Case, 
 57 L. J. Ch. 932. 
 
 Applicant held to be a contri- 
 butory. 
 
 Miln v. North British Fish 
 Supply Co., 15 C. of S. Cas. 
 28 (Sc). 
 
 United Ports, &c, Co., Perrett's 
 Case, 15 Eq. 250. 
 
 Addison's Case, 5 Ch. 294. 
 
 Bridger's Case, 5 Ch. 305. 
 
 Southport, &c, Banking Co., 
 Fisher' 8 Case, Sherrington's 
 Case, 31 Ch. D. 120. 
 
 Value of shares raised after appli- 
 cation, but before allotment. 
 Applicant only liable for value 
 at time of application. 
 
 Gustard's Case, 8 Eq. 43S. 
 
 Condition inserted by company in 
 allotment relieves allottee 
 from liability in respect of 
 shares allotted. 
 Oriental Inland Steam Co. v. 
 
 Briqqs, 2 J. & H. 625 ; 4 
 
 De G. F. & J. 191. 
 Leeds Banking Co., Addinell's 
 
 Case, 1 Eo. 225.
 
 Summary of Leading Cases. 
 
 167 
 
 ALLOTMENT— continued. 
 
 Pentelow , s Case, 4 Ch. 178. 
 Jackson v. Turquand, L. K. 4 
 
 H. L. 305. 
 United Ports Co., Beck's Case, 
 
 9 Ch. 392. 
 
 Unless the condition is accepted. 
 Barrett's Case, 2 Dr. & Sm. 
 
 415 ; 3 De G. J. & S. 30. 
 Cf. Harris's Case, 7 Ch. 587 ; 
 and Scottish Petroleum Co., 
 23 Ch. D. 413. 
 
 Distinction between condition in 
 
 allotment and collateral 
 
 agreement. 
 Condition precedent not fulfilled : 
 allottee not liable. 
 
 Bielimond Hill Hotel Co., 
 Pellatt's Case, 2 Ch. 527. 
 
 Universal Banking Corpora- 
 tion, Bogers's Case, 3 Ch. 
 633. 
 
 Aldborongh Hotel Co., Simp- 
 son's Case, 4 Ch. 184. 
 
 Condition precedent fulfilled : 
 
 allottee liable. 
 Southport, &c, Banking Co., 
 
 Fisher's Case, 31 Ch. D. 120. 
 Peruvian By. Co., Crawley's 
 
 Case, 4 Ch. 322. 
 
 Collateral agreements : allottee 
 
 liable. 
 Elkingtnn's Case, 2 Ch. 511. 
 Bridger's Case, 5 Ch. 305. 
 Thompson's Case, 4 De G. J. 
 
 & S. 749. 
 
 Agreements ultra vires not bind- 
 ing on allottee or company. 
 
 Coleman's Case, 1 De G. J. & S. 
 495. 
 
 Bunn's Case, 2 De G. F. & J. 275. 
 
 Mallorie's Case, 2 Ch. 181. 
 
 Cf. Nantio's Consols Co., 
 TJwmas's Case, 13 Eq. 437. 
 
 Estoppel of allottee by conduct. 
 Empire Assurance Co., Challis's 
 
 Case, 6 Ch. 266. 
 Peruvian By. Co., Craivley's 
 
 Case, 4 Ch. 322. 
 Campbell's Case, 9 Ch. 1. 
 Soidhport, &c, Banking Co., 
 
 Fisher's Case, 31 Ch. D. 120. 
 In re Miller's Dale, &c, Co., 31 
 
 Ch. D. 211, supra. 
 
 Applicant not liable where no 
 allotment. 
 Adelaide Hotel Co., Best's Case, 
 
 2 De G. J. & S. 650. 
 Empson's Case, 9 Eq. 597. 
 
 ALLOTMENT^-™ „ t in ued. 
 
 Agreement to take shares : delay, 
 
 non-liability of applicant. 
 Ex p. London Bank of Scotland, 
 
 12 Eq. 268. 
 Florence Land Co., Tuffnell & 
 
 Ponsonby's Case, 29 Ch. D. 
 
 421. 
 Cf. Sidney's Case, 13 Eq. 228. 
 
 Person agreeing to place shares 
 
 not necessarily a contributory. 
 Monarch Insurance Co., Gor- 
 
 rissen's Case, 8 Ch. 507. 
 Cf. Miln v. North British Fish 
 
 Supply Co., 15 Ct. of Sess. 
 
 Cas. 21. 
 
 Agreement to underwrite shares: 
 underwriter a contributory. 
 Licensed Victuallers, <fcc, Assoc., 
 Audain's Case, 42 Ch. D. 1. 
 
 Underwriter not a contributory. 
 Harvey's Oyster Co., Ormerod's 
 
 Case [1894], 2 Ch. 474. 
 Brussels Palace of Varieties v. 
 
 Prockter, 10 T. L. K. 72. 
 
 Shares invalidly issued : allottee 
 not a contributory. 
 Stace & Worth's Case, 4 Ch. 682. 
 
 Unless estopped by his conduct. 
 Campbell's Case, 9Ch.l. 
 Groom's Case, 16 Eq. 417. 
 Miller's Dale, &c, Co., 31 C. D. 
 
 211. 
 Briton Medical, &c, Assoc, 
 
 W. N. 1889, p. 123. 
 
 Issue of shares at a discount in- 
 valid. 
 
 Ooregum Gold Co. v. Boper 
 [1892], A. C. 125. 
 
 Hirsche v. Sims [1894], A. C.654. 
 
 Almada & Tirito Co., 38 Ch. D. 
 415. 
 
 Neic Chile Gold Mining Co., 38 
 Ch. D. 475. 
 
 Ante, p. 131. 
 
 But holder of such shares may by 
 conduct be estopped from 
 denying liability in respect 
 of them. 
 
 Ex p. Sandys, 42 Ch. D. 98. 
 
 Addlestone Linoleum Co., 37 Ch. 
 D. 191. 
 
 Amott's Case, 36 C. D. 702. 
 
 Macdonald, Sons & Co. [1894], 
 1 Ch. S9. 
 
 Eddystone Marine Ins. Co. [1893], 
 3 Ch. 9.
 
 1G8 
 
 Summary of Leading Cases. 
 
 Chap. 
 VIII. 
 
 AMALGAMATION. See Part IV. 
 
 Amalgamation ultra vires. 
 
 Holder of shares under scheme 
 
 liable. 
 
 London & County General 
 
 Agency Assoc, Hare's Case, 
 
 4 Cb. 503. 
 
 Empire Assurance Co., Challis's 
 
 Case, 6 Cb. 266. 
 Part's Case, 10 Eq. 622. 
 
 Not liable. 
 
 Oriental & Commercial Banli, 
 Alabaster's Case, 7 Eq. 273. 
 
 Stace & Worth's Case, 4 Ob. 
 682. 
 
 Empire Assurance Corpora- 
 tion, Dougans Case, 8 Cb. 
 540. 
 
 Allison's Case, 9 Cb. 1. 
 
 Not liable where contract to 
 take shares incomplete. 
 United Ports Co., Wynne's 
 
 Case, 8 Cb. 1002. 
 Beck's Case, 9 Cb. 392. 
 PerreWs Case, 15 Eq. 250. 
 
 Nor where ultra vires condition 
 in amalgamation. 
 
 Clinch v. Financial Corpora- 
 tion, 4 Cb. 117. 
 
 Irrigation Co. of France, ex p. 
 Fox, 6 Cb. 176. 
 
 Bank of Hindustan, &c, V. 
 Allison, L. B. 6 O. P. 54, 222. 
 
 Campbell & Hippisley's Cases, 
 9 Cb. 1. 
 
 European Society's Arbitra- 
 tion Act, 8 Cb. D. 679. 
 
 BONUS SHARES. See ante, pp. 131, 
 132. 
 
 BUILDING SOCIETIES. See cases, 
 Chapter II. 
 
 DEATH OF CONTRIBUTORY. See 
 also p. 147. 
 
 Calls on shares after death. Com- 
 pany may have an administra- 
 tion order. 
 Tomlinson v. Gilby, 33 W. R. 800. 
 
 Such order does not give liquidator 
 priority. 
 Re Hubback, 29 Cb. D. 934. 
 
 Effect of company making mis- 
 statement as to liability of 
 deceased. 
 Meux's Executors' Case, 2 De 
 G. M. &G. 522; 4 De G. & S. 
 331. 
 Cf. Devala & Co., 22 Cb. D. 593. 
 
 DIRECTOR'S SHARE QUALIFICA- 
 TION. 
 
 (a) Old form of Article. 
 Mere acceptance of office by direc- 
 tor will not create liability. 
 
 Pelotas Coffee Co., Karuth's Case, 
 20 Eq. 506. 
 
 Wheal Puller Consols, Ex p. 
 Jobling, 38 Cb. D. 42. 
 
 Medical Attendance Assoc, Ons- 
 low's Case, W. N. 1887, p. 79. 
 
 Exp. Cammell [1894], 2 Cb. 392. 
 
 Hutchinson's Case [1895], 1 Cb. 
 226. 
 
 Only case to contrary. 
 
 Bread Supply Ass., W. N. (1893) 
 14. 
 
 Unless special circumstances occur 
 in conduct of director in ac- 
 cepting office or acting as 
 director. 
 Director held liable. 
 
 Llanharry Hematite Co.,Ro7iey's 
 
 Case, 4 De G. J. & S. 426. 
 Disderi & Co., 11 Eq. 242. 
 Great Northern & Midland 
 Coal Co., Currie's Case, 3 
 De G. J. & S. 367. 
 Ballina Light By. Co., 21 L.R. 
 
 Ir. 497. 
 Western of Canada, &c, Oil Co., 
 Carting's Case, 1 Cb. D. 115. 
 Esparto Trading Co., 12 Ch.D. 
 
 191. 
 Little Doicn & Ebbw Rocks Co., 
 
 3 L. T. 483. 
 Carriage Co-operative Supply 
 Assoc, Roberts's Case, 27 Cb. 
 D. 322. 
 Great Oceanic Telegraph Co., 
 Har ward's Case, 13 Eq. 30. 
 Leeke's Case, 6 Cb. 469. 
 North Kent, &c, Ry. Co., Kin- 
 
 caid's Case, 11 Eq. 192. 
 Teme Valley Ry. Co., Forbes' 
 
 Case, 19 Eq. 353. 
 British Colonial, etc, Ins. 
 Assoc, Stephenson's Case, 45 
 L. J. Cb. 488. 
 Cf. Portal v. Emmens, 1 C. P. 
 D. 201, 664 ; and see Kip- 
 ling v. Todd, 3 C. P. D. 350. 
 Hampshire Co-operative Milk 
 Co., Purcell's Case, W. N. 
 1S80, p. 194 ; see as to this 
 case, 25 C. D. 291. 
 Ex p. Lord Inchiquin [1891], 
 
 3 Cb. 28. 
 Bread Supply Association, 
 W. N. (1S93) 14.
 
 Summary of Leading Cases. 
 
 1G9 
 
 DIRECTOR'S SHAEE QUALIFICA- 
 TION — continued. 
 
 Director held not liable. 
 
 Pelotas Coffee Co., Karuth's 
 
 Case, L. K. 20 Eq. 506. 
 Patent Davit, &c., Co., Bank- 
 en's Case, 39 L. T. 664. 
 Australian Steam Navigation 
 Co., Miller's Case, 5 Ch. D. 70. 
 British Provident Life, &c, 
 
 Assoc., Be Buvigne's Case, 5 
 
 Ch. D. 306. 
 Self-Acting Sewing Machine 
 
 Co., 54 L. T. 676. 
 Maitland's Case, 3 Giff. 28. 
 Brown's Case, 9 Ch. 102. 
 Imperial Land Credit Corp., 
 
 Eve's Case, 16 W. K. 1191. 
 East Norfolk Tramways Co., 
 
 Barber's Case, 5 C. D. 963. 
 Goldie v. Torrance, 10 Ct. of 
 
 Sess. Cas. (Sc.) 174. 
 Medical Attendance Assoc, 
 
 Onslow's Case, W. N. 1887, 
 
 p. 79. 
 Bartlett's Case, 17 W. R. 131. 
 Llanharry Hematite Iron Ore 
 
 Co., Stock's Case, 4 De G. 
 
 J. & S. 426. 
 La Mancha Irrigation tfc Land 
 
 Co., Lord Claud Hamilton's 
 
 Case, 8 Ch. 548. 
 Marquis of Abercorn's Case, 4 
 
 De G. F. & J. 78. 
 Freehold and General Invest- 
 ment Co., Green's Case, 18 
 
 Eq. 42S. 
 Wheal Butter Consols, Ex p. 
 
 Jotting, 38 Ch. D. 42. 
 Ex p. Cammell [1S94], 2 Ch. 
 
 392. 
 Hutchinson's Case [1895], 1 Ch. 
 
 226. 
 
 (b) Under Article in form in Isaac's 
 case. 
 
 "Where articles provide that director 
 shall qualify within a month 
 of appointment, and if not 
 " that he shall be deemed to 
 have agreed to take the said 
 shares from the company, and 
 the same shall be forthwith 
 allotted to him accordingly." 
 
 Director liable if he accepts office 
 or agrees to do so. 
 Isaac's Case [1892], 2 Ch. 159. 
 Hercynia Copper Co. [18941, 2 
 Ch. 403. 
 
 Unless he resigns within the month. 
 Salisbury-Jones and Dale's Case 
 [1894], 3 Ch. 357. 
 
 DIRECTOR'S SHARE QUALIFICA- 
 TION— con tin ued. 
 
 Director allowed a reasonable time 
 to take up shares. 
 Be Colombia Chemical Factory 
 Manure and Phosphate Works, 
 Heivitt's Case, 25 Ch. D. 283. 
 
 Director not liable as a contribu- 
 tory may be liable for mis- 
 feasance under s. 10 of Act 
 of 1890. 
 British Provident, &c, Assoc, 
 De Buvigne's Case, 5 Ch. D. 
 306. 
 
 As to misfeasance under s. 10, see 
 Canadian Land Beclaiming, &c, 
 
 Co., Coventry & Dixon's Case, 
 
 14 Ch. D. 660. 
 Cavendish Bentinck v. Fenn, 12 
 
 A. C. 652. 
 Be Faure Electric Accumulator 
 
 Co., 40 Ch. D. 141. 
 
 Mere performance of formal acts 
 by director does not of itself 
 create liability. 
 
 Eve's Case, 37 L. J. Ch. 844. 
 
 National Assurance and Invest- 
 ment Assoc, Ex p. Cotterell, 
 32 L. J. Ch. 66. 
 
 Director liable as a shareholder 
 
 where articles made him a 
 
 shareholder in respect of 
 
 qualifying shares. 
 North Kent, &c, By. Co., Kin- 
 
 caid's Case, 11 Eq. 192. ' 
 Portal v. Emmens, 1 C. P. D. 
 
 201, 664. 
 Australian Steam Navigation Co., 
 
 Miller's Case, 5 Ch. D. 70. 
 Cf. Anglo-Moravian, &c, Co., 
 
 Forbes' Case, 8 Ch. 768. 
 
 Director giving a conditional con- 
 sent to act not liable although 
 performing formal acts. 
 Peninsular, etc., Bank, Austin's 
 Case, 2 Eq. 435. 
 
 Resolution of company regulating 
 " the future qualification of a 
 director " means " qualifica- 
 tion of a future director," so 
 existing directors not liable. 
 
 La Mancha, (to., Co., Lord Claud 
 Hamilton's Case, 8 Ch. 548. 
 
 Mtdical Attendance, <tc, Co , 
 Onslow's Case, W. N. 1887, 
 p. 79. 
 
 Directors taking shares as fully- 
 paid up — 
 Held not liable. 
 
 Chap. 
 VIII. 
 
 COXTRI- 
 BUTOIUE3.
 
 170 
 
 Summary of Leading Cases. 
 
 Chap. 
 VIII. 
 
 CONTBI- 
 
 DIRECTOR'S SHARE QUALIFICA- 
 TION — continued. 
 Australian Steam Navigation 
 
 Co., Miller's Case, 5 Ch. 
 
 D. 70. 
 Anglo-Moravian, &c, Co., 
 
 Forbes' Case, 8 Ch. 768. 
 Metropolitan, &c, Co., Brown's 
 
 Case, 9 Ch. 102. 
 Cf. British Provident, &c, 
 
 Assoc., Be Ruvigne's Case, 5 
 
 Ch. D. 306. 
 
 Held liable. 
 
 Disderi and Co., 11 Eq. 242. 
 Leeke's Case, 6 Ch. 469. 
 Barrow's Case, 14 Ch. D. 432. 
 Canadian Oil Works Corp., 
 
 Hay's Case, 10 Ch. 293. 
 Carriage, &c, Assoc, Roberts's 
 
 Case, 27 Ch. D. 323. 
 Patent Furnace Co., 4 Times 
 L. E. 152; and see infra, 
 Chapter XII. 
 
 Provincial directors. 
 
 National Insurance, &c, Assoc, 
 
 Ex p. Cotterell, 33 L. J. Ch. 66. 
 Richards's Home Assurance 
 
 Assoc, L. R. 6 C. P. 591. 
 
 Provisional director, not authoriz- 
 ing any expenditure, not liable. 
 Carmichael's Case, 17 Sim. 163. 
 
 Acquisition of qualifying shares 
 
 from company. 
 Marquis of Abercorn's Case, 4 
 
 De G. F. & J. 78. 
 Tothill's Case, 1 Ch. 85. 
 Chapman's Case, 2 Eq. 567. 
 Stock's Case, 4 De G. J- & S. 
 
 426. 
 Sparling's Case, 24 W. R. 41. 
 Duke's Case, 1 Ch. D. 620. 
 Miller's Case, 5 Ch. D. 70. 
 
 From vendor. 
 
 Canadian Oil Works Co., Hay's 
 Case, 10 Ch. 593. 
 
 From promoter. 
 
 Carriage, &c, Assoc, Roberts's 
 
 Case, 27 Ch. D. 323. 
 Metropolitan Public Carriage Co., 
 
 Brown's Case, 9 Ch. 102. 
 Western of Canada, &c, Oil Co., 
 
 Curling's Case, 1 Ch. D. 115. 
 Brum Slate Quarry Co., 55 L. J. 
 
 Ch. 36. 
 Director holding shares "in his 
 
 own right," meaning of. 
 Pidbrook \. Richmond Mining Co., 
 
 9 Ch. D. 610. 
 
 DIRECTOR'S SHARE QUALIFICA- 
 TION — continued. 
 Baiubridge v. Smith, 41 Ch. D. 
 462. 
 
 Director applying for new shares 
 
 in ignorance of allotment of 
 
 qualification shares, liable for 
 
 both. 
 
 Folder's Case, 14 Eq. 316; but 
 
 DuZs Case, 1 Ch. D. 620. 
 
 Where the possession of qualifying 
 
 shares is a condition precedent 
 
 to his being a director, the 
 
 director is not liable. 
 
 Metropolitan Carriage, &c, Co., 
 
 Brown's Case, supra. 
 Percy, (fee, Co., Hamley's Case, 5 
 
 Ch. D. 705. 
 East Norfolk Tramways Co., 
 
 Barber's Case, 5 Ch. D. 963. 
 Percy, &c, Co., Jenner's Case, 
 7 Ch. D. 132. 
 Where the shares have been ac- 
 tually registered director is 
 liable. 
 A. Levita's Case, 3 Ch. 36. 
 Leeke's Case, 6 Ch. 469. 
 Great Oceanic Telegraph Co., 
 
 Harward's Case, 13 Eq. 30. 
 Bfracombe Ry. Co. v. Nash, 22 
 
 L. T. 209. 
 Duke's Case, 1 Ch. D. 620. 
 Director signing memorandum of 
 association only liable for 
 shares in respect of which 
 he signs although he subse- 
 quently applies for more which 
 are not allotted. 
 Tothill's Case, 1 Ch. 85. 
 Wlieal Buller Consols, Ex p. 
 Jobling, 38 Ch. D. 42. 
 A director's debt can only be set 
 off against a debt due to him 
 from company when it is ac- 
 tually due. 
 Habershon's Case, 5 Eq. 286. 
 Brasnett's Case, 32 W. R. 1010. 
 In Re Land Development Assoc, 
 
 Kent's Case, 39 Ch. D. 259. 
 Washington Diamond, &c, Co. 
 [1893], 3 Ch. 95. 
 A director is not liable if he with- 
 draws from office before allot- 
 ment. 
 Chapman's Case, 2 Eq. 567. 
 
 Or before any shares are applied 
 for or allotted to him. 
 Green's Case, 18 Eq. 428.
 
 Summary of Leading Cases. 
 
 171 
 
 DIRECTOR'S SHAEE QUALIFICA- 
 TION — continued. 
 
 Or if he is disqualified at the time 
 of his election from being a 
 director. 
 East Norfolk Tramways Co., 
 Barber's Case, 5 Ch. D. 963. 
 
 Or if he withdraws before a reason- 
 able time has elapsed for his 
 taking shares. 
 
 In re Pelotas Cofee Co., Earuth's 
 Case, 20 Eq. 506. 
 
 Colombia, &c, Co., HeivitVs Case, 
 Brett's Case, 25 Ch. D. 283. 
 
 Unless he has signed the memo- 
 randum of association, when he 
 is liable in regard to shares 
 for which he has signed. 
 See Karuth's Case, supra, and 
 cases, supra. 
 
 Transfer of shares by directors to 
 
 escape liability void. 
 National and Provincial Marine 
 
 Ins. Co., Gilbert's Case, 5 Ch. 
 
 559. 
 South London Fish Market Co., 
 
 39 Ch. D. 324. 
 Cawley and Co., 42 Ch. D. 209. 
 
 DISCOUNT, ISSUE OF SHARES AT. 
 
 See ante, pp. 131, 167. 
 
 FORFEITURE OF SHARES, and see 
 p. 135. 
 
 A forfeiture of shares illegally 
 converted is valid where 
 shareholder has acquiesced in 
 conversion. 
 Financial Corporation, King's 
 Case, 2 Ch. 714. 
 
 A shareholder whose shares have 
 been forfeited is not liable as 
 a contributory. 
 State Fire Ins. Co., Webster's 
 Case, 32 L. J. Ch. 135. 
 
 And may prove for damages in the 
 winding-up if they have been 
 irregularly forfeited. 
 Be New Chile Gold Mininq Co., 
 45 Ch. D. 598. 
 
 In a voluntary winding-up the 
 liquidator has no power to 
 cancel forfeiture of shares 
 made prior to commencement 
 of winding-up. 
 Cliina Steamship Co., Daives' 
 Case, 6 Eq. 232. 
 
 The power of forfeiture remains 
 vested in the directors, with 
 
 Chap. 
 VIII. 
 
 FORFEITURE OF SHARES— con- 
 tinued. 
 the sanction of the liquidators 
 or general meeting of the com- 
 pany. If directors all dead, Contri- 
 liquidators should call meeting butories. 
 
 to appoint new ones. 
 
 Fairbairn Engineering Co., 
 Ladd's Case [18931, 3 Ch. 
 450. 
 
 When shares are properly forfeited 
 shareholders are not liable as 
 present members. 
 Blakely Ordnance Co., Need- 
 ham's Case, 4 Eq. 135. 
 Cobre Mining Co., Kelh's Case, 
 
 9 Eq. 107. 
 Asiatic Banking Co., Ex p. Col- 
 
 lum, 9 Eq. 236. 
 Kollman's By., &c, Improvement 
 Co., Ex p. Beresford, 3 De G. 
 & S. 175. 
 Kolman's, &c, Co., Ex p. Bailey, 
 
 20 L. J. Ch. 145. 
 Some Co., &c, Lis. Co., Wollas- 
 
 ton's Case, 4 De G. & J. 437. 
 North Hallenbeagle Mining Co., 
 
 Exp. Knight, 2 Ch. 321. 
 Tavistock Iron Works Co., Ly- 
 ster's Case, 4 Eq. 233. 
 But in certain cases are liable as 
 past members. 
 Bridger's Case, 4 Ch. 266. 
 Crey'ke's Case, 5 Ch. 63. 
 Irregular forfeiture acquiescence 
 by shareholder. 
 Held liable notwithstanding 
 forfeiture. 
 Spackman v. Evans, L. R. 3 
 
 H. L. 171. 
 Eouldsworth v. Evans, L. R. 3 
 
 H. L. 263. 
 Prendergast v. Turton, 1 Y. & 
 
 C. C. C. 98. 
 Agriculturist Cattle Ins. Co., 
 
 Stewart's Case, 1 Ch. 511. 
 
 Agriculturist Cattle Ins. Co., 
 
 Stanhope's Case, 1 Ch. 161. 
 
 East Kongsberg Co., Biggs' 
 
 Case, 1 Eq. 309. 
 
 Held not liable. 
 
 Financial Corporation, King's 
 Case, 2 Ch. 714. 
 
 Evans v. Smallcombe, L. R. 
 3 H. L. 249. 
 
 Vale of Neath, &c, Co., Mor- 
 gan's Case, 1 Mac. & Gord. 
 225. 
 
 North Hallenbeagle Mining 
 Co., Ex p. Knight, 2 Ch. 
 321.
 
 172 
 
 Summary of Leading Cases. 
 
 Chap. 
 VIII. 
 
 FORFEITURE OF SHARES— con- 
 tinued. 
 Cf. Rule v. Jewell, 18 Ch. D. 
 
 " 600 ; and Phosphate of Lime 
 
 Contri- Co. v. Green, L. R. 7 C. P. 
 
 BUTORIES. 43. 
 
 No relief where shares properly 
 
 forfeited. 
 Sparkes v. Liverpool Waterworks 
 
 Co., 13 Ves. 428. 
 China steamship Co., Dawes' 
 
 Case, 6 Eq. 232. 
 Cf. Clarke's Case, 21 W. R. 429. 
 
 FORFEITURE OF SHARES AGREED 
 TO BE TAKEN. 
 Held liable because directors had 
 no power to forfeit. 
 National Patent Steam Fuel 
 Co., Ex p. Barton, 4 De G. 
 & J. 46. 
 
 Held not liable directors having 
 power to forfeit. 
 Kolmans By., Ac., Improve- 
 ment Co., Beresford's Case, 
 3 De G. & Sm. 175. 
 
 If forfeiture is collusive share- 
 holder remains liable. 
 
 Agriculturist, (fee, Co., Stan- 
 hope's Case, 1 Ch. 161. 
 
 Gower's Case, 6 Eq. 77. 
 
 GOODS SUPPLIED. PAYMENT FOR, 
 BY SHARES. 
 
 Part payment in shares. Vendors 
 are liable as contributories, 
 but have a lien on property for 
 unpaid cash. 
 Patent Carriage Co., Gore and 
 Durant's Case, 2 Eq. 349. 
 
 Option of company to pay in shares 
 
 cannot be exercised after 
 
 winding-up. 
 Sliaron's Case, W. N. 1866, p. 
 
 231. 
 Set off as to debt due, and see p. 
 
 128. 
 Manchester Finance Corporation, 
 
 22 W. R. 41; but see s. 25 
 
 Act of 1867, and cases ante, 
 
 p. 164. 
 
 INFANTS. 
 
 Transferor remains liable on trans- 
 fer to. 
 Electric Telegraph Co. of Ireland, 
 
 Beid's Case, 24 Beav. 318. 
 China, (fee, Coal Co., Capper's 
 Case, 3 Ch. 458. 
 
 INFANTS — continued. 
 
 Im r rial, *c, Credit An 
 
 Richardson's Case, 19 Eq 
 Asiatic Banking • "<> 
 
 , , 5 Ch. 298. 
 Coin Mining Co., Weston's Case, 
 
 5 Ch. 614. 
 National and Provincial Marine 
 
 Ins. Co., Mainland's Case, 38 
 
 L. J. eli. 554. 
 Imp< rialMt rcantiU < V. dii Assoc., 
 
 Curtis' Case, 6 Eq. 455. 
 Barned's Banking Co., V-huar's 
 
 Case, 38 L. J. Ch. 85. 
 
 Repudiation by liquidator of infant 
 transferee. 
 Allowed. 
 Asiatic Hanking Co., Bymons 
 
 r ni. 
 Imperial Mercantile Credit 
 Castello's Case, 8 Eq. 
 504. 
 Sassoon's Case, 20 L. T. 161, 
 
 Refused. 
 
 European Central By. Co., 
 
 Parson's Case, 8 Eq. UM. 
 Blakely Ordnance Co., Lums- 
 den's Cor, 4 Ch. 31. 
 When right of company to reject 
 infant transferee is lost by 
 
 MaxwelVs Case, 24 Beav. 321. 
 
 European Central By. Co., Par- 
 son's Case, 8 Eq. 656. 
 
 Contract Corporation, Gooch's 
 Case, 8 Ch. 266 ; and see cases 
 above. 
 Fraudulent representation by 
 infant. 
 
 Wright v. Snoice, 2 De G. & B. 
 321. 
 Acquiescence by infant. 
 
 Yeoland Consols, Ld. (So. 2), 58 
 L. T. 922, and see cases, ante, 
 p. 154. 
 Right of infant to recover allot- 
 ment money on repudiating 
 contract to take shares. 
 Hamilton v. Vaughan-Shtrrin 
 Electrical Co. [1894], 3 Ch. 
 589. 
 
 MARRIED WOMEN. 
 
 Hercules Ins. Co., Fugh and 
 
 Sharm.n's Case, 13 Eq. 566. 
 See under the several headings, 
 p. 163, and supra, p. 151.
 
 Summary of Leading Cases. 
 
 173 
 
 MEMORANDUM OF ASSOCIATION. 
 
 Subscribers of, liable for shares. 
 London, &c, Bank, Evan's Case, 
 
 2 Oh. 427. 
 South Blackpool Hotel Co., 
 
 Migotti's Case,4 Eq. 238. 
 Unittd Service Co., Hall's Case, 
 
 5 Ch. 707. 
 Imperial Land Co. of Marseilles, 
 
 Levick's Case, 40 L. J. Ch. 
 
 180. 
 London, &c, Coal Co., 5 Ch. D. 
 
 525. 
 Bobinson and Preston's Brewery, 
 
 Sydney's Case, 13 Eq. 228. 
 Argqle Coal, &c, Co., 54 L. T. 
 
 233. 
 Dalton Time Loch Co. v. Bolton, 
 
 66 L. T. 704 
 Cf. Crooke's Mining, &c, Co., 
 
 Gilman's Case, 31 Ch. D. 420; 
 
 and Nanny v. Morgan, 35 Ch. 
 
 D. 598. 
 
 Unless all shares allotted. 
 
 Tal-y-drws Slate Co., Mackley's 
 
 Case, 1 Ch. D. 247. 
 Cf. Kipling v. Todd, 3 C. P. D. 
 350. 
 
 Members signing memorandum of 
 association allowed a reason- 
 able time to take shares. 
 Colombia Chemical Manure 
 Works, Brett's Case, Heivitt's 
 Case, 25 Ch. D. 283. 
 
 If memorandum is signed by an 
 agent verbally authorized 
 principal is liable. 
 Whitney Partners, Ld., Ex p. 
 Callan, 32 Ch. D. 337. 
 
 Subsequent application for addi- 
 tional shares held to include 
 shares for which memorandum 
 was signed. 
 
 Crooke's Mining Co , Gilman's 
 Case, 31 Ch. D. 420. 
 
 Bunster's Case [1894], 3 Ch. 473. 
 A person subscribing memorandum 
 for fully paid up shares and 
 also for ordinary shares not 
 liable for the fully paid up, 
 but liable for the ordinary 
 shares. 
 
 Baron de Seville's Case, 7 Eq. 11. 
 
 Baglan Hall Colliery Co., 5 Ch. 
 346 ; and see Pen' AIM Silver, 
 <tc, Mining Co., Fothergill's 
 Case, 8 Ch. 270. 
 Registration unnecessary to create 
 liability where memorandum 
 has been subscribed. 
 
 Chap. 
 VIII. 
 
 MEMORANDUM OF ASSOCIATION 
 — continued. 
 
 Evan's Case, 2 Ch. 427. 
 
 Hall's Case, 5 Ch. 707. <-, ~ 
 
 Contri- 
 
 Obligation of the subscriber of a butories. 
 
 memorandum of association to 
 
 take shares satisfied by shares 
 
 otherwise applied for. 
 Freen & Co., 15 W. R. 16G. 
 China, &c, Coal Co.,Brummond's 
 
 Case, 4 Ch. 772. 
 The Heyford Co., Pell's Case, 5 
 
 Ch. 11. 
 New Buxton Lime Co., Buke's 
 
 Case, 1 Ch. D. 620. 
 Crooke's Mining Co., Gilman's 
 
 Case, 31 Ch. D. 420. 
 Bunster's Case [1894], 3 Ch. 473. 
 
 Obligation not satislied by the 
 allotment of nominally paid-up 
 shares, money or money's 
 worth necessary. 
 Satisfied. 
 
 China, etc., Coal Co., ubi 
 
 supra. 
 The Heyford Co., Pell's Case, 
 
 ubi supra. 
 Baglan Hall Colliery Co., 
 
 5 Ch. 346. 
 Pellatt's Case, 2 Ch. 527. 
 Bosworthen, <tc, Mining Co , 
 
 Jones' Case, 6 Ch. 48. 
 Matlock Old Bath, &c, Co., 
 
 Maynard's Case, 9 Ch. 60. 
 
 Not satisfied. 
 
 South Blackpool Hotel Co., 
 
 Migotti's Case, 4 Eq. 238. 
 Tlie Heyford Co., Forbes and 
 
 Judd's Case, 5 Ch. 270. 
 Leeke's Case, 6 Ch. 469. 
 Pen' Allt Silver, &c, Mining 
 
 Co., Fothergill's Case, 8 Ch. 
 
 270. 
 Anglo - Moravian Co., Bent's 
 
 Case, 8 Ch. 768. 
 
 Directors have no power to cancel 
 allotment to subscriber of 
 memorandum of shares for 
 which he subscribed. 
 
 London and Provincial Consoli- 
 dated Coal Co., 5 Ch. D. 525. 
 
 Esparto Trading Co., J 2 Ch. D. 
 191. 
 
 Ex p. Watson, 54 L. T. 233. 
 
 When articles of association altered 
 after signature of memor- 
 andum, shareholders deemed 
 to become acquainted with 
 variations with reasonable
 
 174 
 
 Summary of Leading Cases. 
 
 Chap. 
 VIII. 
 
 CoNTRI- 
 BUTORIES. 
 
 MEMORANDUM OF ASSOCIATION 
 
 — continued. 
 
 diligence,or they will be bound 
 
 by acquiescence. 
 Barned's Banking Co., PeeVs 
 
 Case, 2 Ch. 674. 
 Odkes v. Turquand, L. K. 2 
 
 H. L. 325. 
 Lennox Publishing Co., Ex p. 
 
 Storey, 62 L. T. 791. 
 
 MORTGAGE OF SHARES, and see 
 p. 92. 
 
 A legal mortgagee of shares is 
 
 liable as a contributory. 
 Asiatic Banking Corporation, 
 
 Boijal Bank of India's Case, 
 
 4 Ch. 252. 
 Patent Paper, (fee, Co., Addison's 
 
 Case, 5 Ch. 294. 
 Land Credit Co. of Ireland, 
 
 II '< -ikersheinC 's Case, 8 Ch. 831. 
 Cf. Sheffield, &c, Building Soc. v. 
 
 Aizleicood, 44 Ch. D. 412. 
 
 But an equitable mortgagee is not 
 liable. 
 Joint Stock Discount Co., SichelVs 
 Case, 3 Ch. 119. 
 
 Sale by equitable mortgagee with 
 authority to sell. Company 
 must register purchaser's 
 name. 
 Kimberley North Block Diamond 
 Mining Co., Werner's Case, 59 
 L. T. 579. 
 
 Doctrine as to the priority of 
 mortgages of choses in action 
 does not apply to mortgages of 
 shares of companies registered 
 under the Act of 1862. 
 
 Socie'te Ge'ne'rale de Paris v. 
 Tramways Union Co., 11 App. 
 Ca. 20. 
 
 Cf. Bradford Banking Co. v. 
 Briggs, 12 App. Ca. 29. 
 
 Loan to a company on security of 
 
 its own shares, renders lender 
 
 liable. 
 Patent Paper Manufacturing Co., 
 
 Addison's Case, 5 Ch. 294. 
 Matlock Old Bath, &c, Co., 
 
 Manchester Finance Co.'s Case, 
 
 22 W. K. 41. 
 
 PLACING SHARES. 
 
 Agreement to place does not amount 
 to agreement to take shares. 
 Monarch Ins. Co., Gorrissen's 
 
 Case, 8 Ch. 507. 
 Cf. Licensed Victuallers' Assoc, 
 
 PLACING SHARES— continued. 
 
 Ex p. Audain, 42 Ch. D. 1; 
 and Ormerod'8 Case [1894], 2 
 Ch. 392. 
 
 REGISTRATION OF SHARES, and 
 sec p. 177. 
 
 Delay by company releases appli- 
 cant from liability. 
 NichoVs Case, 29 Ch. D. 421. 
 
 See also 
 
 Kipling v. Todd, 3 C. P. D. 
 350. 
 
 Registration held not a condition 
 
 precedent to liability. 
 Portal v. Encmens, 1 C. P. D. 
 
 201, 664. 
 Wolverhampton Waterworks Co. 
 
 v. Hawksford, 6 C. B. N. S. 
 
 336; 7 C. B. N. S. 795; 11 
 
 C. B. N. S. 456. 
 Cf. Kipling v. Todd, 3 C. P. D. 
 
 350 ; and Irish Peat Co. v. 
 
 Phillips, 30 L. J. Q. B. 363. 
 
 Semble entry on register is a con- 
 dition precedent, according to 
 s. 23 of Act of 1862. 
 NichoVs Case, 29 Ch. D. 421. 
 
 As to " subscribers of memor- 
 andum" see supra. 
 
 RELEASE. 
 
 Release of future claims to divi- 
 dends by shareholder on dis- 
 solution does not necessarily 
 exempt shareholder from 
 liability as contributory. 
 Ex. p. Apps, 18 L. J. Ch. 409. 
 
 REPUDIATION OF SHARES, and 
 see p. 141. 
 
 Fraud of company does not give 
 shareholders a right to repu- 
 diate to prejudice of creditors. 
 
 Henderson v. British Royal Bank, 
 7 E. & B. 356. 
 
 Daniel v. British Royal Bank, 
 1 H. & N. 681. 
 
 Poiris v. Harding, 26 L. J. C. P. 
 107. 
 
 Overend, Gurney, & Co., Ex p. 
 Oakes & Peek, L. K. 2 H. L. 
 325. 
 
 Alteration of the articles of asso- 
 ciation after application. 
 No ground for repudiation by 
 shareholder if objects of 
 company not altered. 
 Lyon's Case, 35 Beav. 646.
 
 Summary of Leading Cases. 
 
 175 
 
 EEPUDIATION OF SHAEES— con- 
 tinued. 
 
 Shareholder cannot repudiate where 
 
 variation between prospectus 
 
 and articles of association, 
 
 unless prompt. 
 
 Hop and Malt, &c, Co , Brings 1 
 
 Case, 1 Eq. 483. 
 Madrid Bank, Wilkinson's Case, 
 
 2 Ch. 536. 
 
 Barned's Banking Co., Peel's 
 
 Case, 2 Ch. 674. 
 Athenxum Life Assurance Soc, 
 
 Sheffield's Case, Johns. 451. 
 Oakes v. Turquand, L. R. 2 H. L. 
 
 325. 
 Amazon, &c, Co., Blackburn's 
 
 Case, Ex p. Hutchinson, 8 De 
 
 G. M. & G. 177. 
 Russian Ironworks Co., Kincaid's 
 
 Case, 2 Ch. 412. 
 Russian Ironworks Co., Wliite- 
 
 house's Case, 3 Eq. 790. 
 Russian Ironworks Co., Taite's 
 
 Case, 3 Eq. 795. 
 Lennox Publishinq Co., 62 L. T. 
 
 791. 
 
 If prompt he can repudiate. 
 
 British and American Steam, 
 
 &c, Co., Goldsmid's Case, 16 
 
 Beav. 262. 
 British and American Steam, &c, 
 
 Co., Meyer's Case, 16 Beav. 
 
 383. 
 Merionethshire Slate, &c, Co., 
 
 3 Jur. N. S. 460. 
 
 Russian Ironworks Co., Webster's 
 
 Case, 2 Eq. 741. 
 Russian Ironworks Co., Stewart's 
 
 Case, 1 Ch. 574. 
 Scottish Universal Finance Bank, 
 
 Ship's Case, 2 De G. J. & S. 
 
 444 ; see also Downes v. Ship, 
 
 L. R. 3 H. L. 343. 
 Boicron, Baily & Co., Bailu's 
 
 Case, 3 Ch. 592. 
 
 Eepudiation before notice of allot- 
 ment releases applicant from 
 liability. 
 
 Ramsgate Hotel Co. v. Montefiore, 
 L. R. 1 Ex. 109. 
 
 Ritso's Case, 4 Ch. D. 774. 
 
 Cardiff, &c, Iron Co., Gledhill's 
 Case, 3 De G. F. & J. 713. 
 
 Delay in repudiation estops share- 
 bolder from repudiating his 
 shares. 
 Madrid Bank, Wilkinson's Case, 
 
 2 Ch. 536. 
 Overend, Gurney & Co., Ex p. 
 
 REPUDIATION OF SHAEES-con- 
 
 tinued. 
 
 Oakes and Peek, L. R. 2 H. L 
 325. 
 
 Barned's Banking Co., Peel's Case, 
 
 2 Ch. 674. 
 Venezuela Ry. Co. v. Kisch, L. R. 
 
 2 H. L. 99. 
 Ashley's Case, 9 Eq. 263. 
 Pawle's Case, 4 Ch. 497. 
 Scholey v. Central Ry. Co. of Vene- 
 zuela, 9 Eq. 266, n. 
 Hare's Case, 4 Ch. 503. 
 Russian Ironworks Co., Taite's 
 
 Case, 3 Eq. 795. 
 Boyle's Case, 54 L. J. Ch. 550. 
 Sheffield's Case, Johns. 451. 
 Mixer's Case, 4 De G. & J. 575. 
 Hop and Malt, &c, Co., Briqqs' 
 
 Case, 1 Eq. 483. 
 Scottish Petroleum Co., Wallace's 
 
 Case, 23 Ch. D. 413. 
 Kent v. Freehold Land Co., 3 Ch. 
 
 493. 
 Perrett's Case, 15 Eq. 250. 
 
 Unless his delay was from proper 
 
 causes. 
 McNeil's Case, 10 Eq. 503. 
 Bowron, Baily & Co., Baihj's 
 
 Case, 3 Ch. 592. 
 Russian Iromvorks Co., Stewart's 
 
 Case, 1 Ch. 574. 
 Argyle Coal, &c, Co., 54 L. T 
 
 233. 
 
 SCRIP CEETIFICATES. 
 
 Holders of, at date of winding-up 
 
 order, liable. 
 Mexican and r South American 
 
 Co., Ex p. Grisewood, 4 De G. 
 
 & J. 544. 
 Mexican and South American 
 
 Co., Ex p. De Pass, 4 De G. & 
 
 J. 544. 
 Mexican and South American 
 
 Co., Findlay's Case, 26 Beav. 
 
 182. 
 Mexican and South American 
 
 Co., Barclay's Case, 26 Beav. 
 
 177. 
 
 Transferors liable though they 
 transfer before order if acting 
 mala fide. 
 Mexican and South American 
 Co., Lund's Case, 27 Beav. 
 465. 
 Costello's Case, 2 De G. F. & J. 
 302. 
 
 But not liable if acting bona fide. 
 Eustace v. Dublin Trunk, &c 
 Ry., 6 Eq. 182. 
 
 Chap. 
 VIII. 
 
 Con TRI- 
 BUTARIES.
 
 176 
 
 Summary of Leading Cases. 
 
 Chap. 
 VIII. 
 
 CONTRI- 
 BUTORIES. 
 
 SCRIP CERTIFICATES— continued. 
 Allottee of scrip not a shareholder. 
 Littlehampton, &c, Steamship 
 Co., Ormerod's Case, 5 Eq. 
 110. 
 Cf. Asiatic Banking Co., Collum s 
 Case, 9 Eq. 236; and also 
 McEuen v. West London, &c, 
 Co., 6 Ch. 655. 
 Where holder of certificate is not 
 entered on register until after 
 call made, he is not liahle. 
 Neivry etc., Ry. Co. v. Edmunds, 
 ^ 17 L. J. Ex. 102. 
 
 SHARES HELD BY TRUSTEES 
 FOR COMPANY. 
 
 Trustees not liable. 
 
 West Hartlepool Iron Co., Gray's 
 Case, 1 Oh. D. 664. 
 
 SUBDIVISION OF SHARES. 
 
 Illegal. 
 
 But transferees liable. 
 Feiling & Rimington's Case, 
 2 Ch. 714. 
 So are allottees, though subdivi- 
 sion has been subsequently 
 confirmed if original shares 
 can be traced. 
 Neto Zealand Banking Cor- 
 poration, Seicell's Case, 3 Ch. 
 131. 
 
 SURRENDER OF SHARES,seep. 135. 
 
 Surrender ultra vires the directors. 
 Shareholder held liable. 
 
 Spademan v. Evans, L. K. 
 
 3 H. L. 171. 
 Eouldsivorth v. Evans, L. K. 
 
 3 H. L. 263. 
 Agriculturist Cattle Insurance 
 
 Co., Steivart's Case, 1 Ch. 
 
 511. 
 Agriculturist Investment Co., 
 
 Stanhope's Case, 1 Ch. 161. 
 Patent Paper, &c, Co., Addi- 
 son's Case, 5 Ch. 294. 
 Marylebone Joint Stock Bank, 
 
 Stanhope's Case, 3 De G. & 
 
 S. 198. 
 
 Shareholder held not liable. 
 Evans v. Smallcombe, L. E. 
 
 3 H. L. 249. 
 Morgan's Case, 1 De G. & S. 
 
 750. 
 Agriculturist Cattle Insurance 
 
 Co., Brotherhood's Case, 31 
 
 L. J. Ch. 861. 
 
 Directors accepting surrender from 
 
 SURRENDER OF SHARES— con- 
 
 tinued. 
 shareholder who has signed 
 memorandum of association. 
 Shareholder liable. 
 
 United Service Co., Halls 
 
 Case, 5 Oh. 707. 
 Robinson & Preston's Brewery 
 
 Co., Sydney's Case, 13 Eq. 
 
 228. 
 
 Not liable. 
 Natal Investment Co., Snell s 
 Case, 5 Ch. 22. 
 As to directors' powers to accept 
 surrenders, see 
 Shackh ford & Co. v . Dangerfield, 
 
 L. It". 3 C. P. 407. 
 Munt's Case, 22 Beav. 55. 
 Teasdale's Case, 9 Ch. 54. 
 Cf Hope v. Financial Society, 
 4 Ch. D. 327. 
 Cf. as to powers of a company to 
 purchase its own shares. 
 Trevor v. Wliitworth, 12 App. 
 
 Cas. 409. 
 Clayton Mills Manufacturing Co., 
 37 Ch. D. 28. 
 Surrender may be accepted though 
 applied for on invalid grounds 
 where valid grounds exist. 
 Wright's Case, 7 Ch. 55. 
 Surrender of inchoate rights of 
 directors to shares need not 
 be as express as if shares 
 actually allotted. 
 Kipling v. Todd, 3 C. P. D. 350. 
 Kipling v. Allan, ibid. 
 Mammatt v. Brett, 54 L. T. 165. 
 
 Ultra vires surrender not good as 
 forfeiture. 
 United Service Co., Hall's Case, 
 5 Ch. 707. 
 Surrender of shares applied for 
 conditionally. 
 Surrenderor liable. 
 Patent Paper Co., Addison's 
 Case, 5 Ch. 291; and see 
 p. 135. 
 TRANSFER OF SHARES, and see 
 p. 137, seq. 
 To nominee of company. 
 
 Transferor held liable after. 
 Patent Paper Co., Addison's 
 Case, supra. 
 
 Held not liable. 
 
 London & County Assuranc* 
 Society, Jessop's Case, 2 De 
 G. & J. 638.
 
 Summary of Leading Cases. 
 
 177 
 
 TRANSFER OF SHARES— continued. 
 
 Eolwey's Case, 1 De G. & S. 
 
 777. 
 Phoenix Fire Insurance Co., 
 
 Reeve's Case, 10 W. K. 817. 
 Grady's Case, 1 De G. J. & S. 
 
 488. 
 
 Directors cannot independently of 
 articles of association refuse 
 to register a transfer. 
 
 Smith, Knight, & Co., Weston's 
 Case, 4 Ch. 20. 
 
 National and Provincial Marine 
 Insurance Co., Gilbert's Case, 
 5 Ch. 559. 
 
 Taft v. Harrison, 10 Hare, 489. 
 
 Reg. v. Liverpool and Manchester 
 Ry. Co., 21 L. J. Q. B. 284. 
 
 Birmingham v. Sheridan, 33 
 Beav. 660. 
 
 ■Joint Stock Discount Co., Ship- 
 man's Case, 5 Eq. 219. 
 
 Imperial Mercantile Credit Asso- 
 ciation, Payne's Case, 9 Eq. 
 223. 
 
 Imperial Mercantile Credit Asso- 
 ciation,Williams' s Case, 9 Eq. 
 225, n. 
 
 Stranton Iron and Steel Co., 16 
 Eq. 559. 
 
 Bentham Mills Spinning Co., 11 
 Ch. D. 900. 
 
 Stockton Malleable Iron Co., 2 Ch. 
 
 D. 101. 
 
 Moffat v. Farquhar, 7 Ch. D. 591. 
 
 London Founders' Association 
 
 and Palmer v. Clarke, 4 T. L. 
 
 E. 337. 
 
 Holden's Case, S Eq. 444. 
 Cawley & Co., 42 Ch. D. 209. 
 
 If directors, by the articles of 
 association, can refuse to 
 register transfer, they must 
 exercise power reasonably. 
 Robinson v. Chartered Bank, 1 
 Eq. 32. 
 
 But they need not give reason for 
 refusing, and in absence of 
 evidence to the contrary the 
 Court will hold that they acted 
 reasonably. 
 
 Gresham Life Assurance Co., Ex 
 p. Penney, 8 Ch. 446. 
 
 Coalport China Co. [18951 2 Ch. 
 404. 
 And company is not bound to 
 give transferor notice of their 
 refusal to register. 
 
 Gustard's Case, 8 Eq. 438. 
 
 If the registration of transfer is 
 E.W. 
 
 TRANSFER OF SHARES— continued. Chap. 
 
 correct the Court cannot in- VIII. 
 
 terfere. 
 
 Birmingham v. Sheridan, 33 n mTm 
 Beav. 660. ^ontri- 
 
 Overend, Gurney&Co., Walker's BUT0RIES - 
 Case, 2 Eq. 554. 
 
 Unnecessary delay by company in 
 registering transfer releases 
 transferor from liability. 
 Joint Stock Discount Co., Nation's 
 
 Case, 3 Eq. 77. 
 Union Debenture Co. v. Fletcher, 
 11 T. L. K. 472. 
 
 Informal consent to transfer is 
 binding on company as be- 
 tween itself and transferor. 
 Bargate v. Shortridge, 5 H. L. C. 
 
 297. 
 Taylor v. Eughes, 2 J. & L. 24. 
 If consent to transfer obtained by 
 fraud of transferor he remains 
 liable. 
 Imperial Mercantile Credit 
 Assoc, Payne's Case, 9 Eq. 
 223. 
 lb., Williams's Case, 9 Eq. 225, n. 
 Conditional consent. 
 
 Bank of Eindustan, &c, Earri- 
 son's Case, 6 Ch. 286. 
 
 Transferor liable if he delays in 
 obtaining consent to transfer. 
 European Central Ry. Co., Gus- 
 tard's Case, 8 Eq. 438. 
 
 Transfer to directors, transferor 
 
 held not liable. 
 London and County Assce. Soc, 
 
 Jessop's Case, 2 De G. & J 
 
 63S. 
 British Provident, &c, Soc, 
 
 Grady's Case, 1 De G. J. & S. 
 
 488. 
 
 Transfer not accepted by trans- 
 feree. 
 Transferor liable. 
 
 Merchants' Co., Eeritage's 
 
 Case, 9 Eq. 5. 
 Cartmell's Case, 9 Ch. 691. 
 Inchoate legal title of transferee 
 insufficient to defeat pre-exist- 
 ing equitable title. 
 Roots v. Williamson, 38 Ch. D. 
 
 485. 
 Cf. In re Perkins, Ex p. Mexi- 
 can Santa Barbara Mining 
 Co., 24 Q. B. D. 613. 
 
 Though transfer incomplete, trans- 
 feree liable where he has acted
 
 178 
 
 Summary of Leading Cases. 
 
 Chap. 
 VIII. 
 
 CON TRI- 
 BUTARIES. 
 
 TRANSFER OF SHARES— continued. 
 
 as a shareholder, or where 
 transfer has been registered. 
 
 Slrafon's Executors' Case, 4 De 
 G. & S. 256. 
 
 Dixon's Executors' Case, 1 Dr. & 
 Sm. 225. 
 
 Maguire's Case, 3 De G. & S. 31. 
 
 Sanderson's Case, 3 H. L. C. 696. 
 
 Henderson v. Saunderson, Gor- 
 don's Case, 3 De G. & Sm. 249. 
 
 Ex p. Contract Corp., 3 Ch. 105. 
 
 Agriculturist Cattle Ins. Co., 
 Bush's Case, L. K. 6 H. L. 37. 
 
 Leisham v. Cochrane, 1 Mo. 
 P. C. N. S. 315. 
 
 Bobinson's Executors' Case, 2 De 
 G. M. & G. 517. 
 
 Bernard's Case, 5 De G. & S. 
 283. 
 
 Cf. Coleman's Case, 1 De G. J. 
 & S. 495; Bunn's Case, 2 
 De G. F. & J. 275 ; and Lord 
 B. Montagu's Case, Grey's 
 Case, W. N. 188S, i>p. 137, 
 211. 
 
 Transfer immediately before volun- 
 tary winding-up followed by 
 compulsory order after lapse 
 of more than twelve months. 
 Transferor not liable. 
 
 Taurine Co., 25 Ch. D. 118. 
 Cf. CliappelVs Case, 6 Ch. 902. 
 
 Transfer with knowledge officially 
 of an impending call void if 
 there is fraud. 
 Gilbert's Case, 5 Ch. 559. 
 
 But not otherwise. 
 
 Cawley & Co., 42 Ch. D. 209. 
 
 Transfer, after presentation of 
 petition, to purchaser without 
 knowledge of petition valid if 
 complete, otherwise voidable. 
 Emmerson's Case, 1 Ch. 433. 
 
 Transfer after illegal subdivision 
 valid if shares can be traced. 
 
 New Zealand Banking Corp., 
 Seivell's Case, 3 Ch. 131. 
 
 Felling & Blmington's Case, 2 Ch 
 714. 
 
 Where contract for transfer not 
 complete before presentation 
 of petition, see 
 Chapman v. Shepherd, White- 
 head v. Izod, L. R. 2 C. P. 228. 
 Irregular transfer. 
 Transferor held liable. 
 Land Credit Co. of Ireland, 
 
 TRANSFER OF SHARES— continued. 
 
 Wcilcershelm's Case, 8 Ch. 
 
 831. 
 Brown's Case, 19 Beav. 97. 
 Allin's Case, 16 Eq. 449. 
 Henderson's Case, 19 Beav. 
 
 107. 
 Bank of Hindustan, China, & 
 
 Japan, Anderson's Case, 8 
 
 Eq. 509. 
 
 Transferor held not liable. 
 Ind's Case, 7 Ch. 485. 
 Agriculturist Cattle Ins. Co., 
 Bush's Case, L. R. 6 H. L. 37. 
 Taurine Co., 25 Ch. D. 118. 
 
 Transfer to impecunious person 
 must be bona fide or transferor 
 will be liable. 
 Transferor held liable. 
 Hatton's Case, 31 L. J. Ch. 
 
 340. 
 National & Provincial Marine 
 
 Ins. Co., Gilbert's Case, 5 Ch. 
 
 559. 
 National & Provincial Marine 
 
 Ins. Co., Ex p. Parker, 2 Ch. 
 
 Mexican & South American 
 Co., Lund's Case, 27 Beav. 
 465. 
 
 Budd's Case, 3 De G. F. & J. 
 297. 
 
 Joint Stock Discount Co., Ship- 
 man's Case, 5 Eq. 219. 
 
 Bank of Hindustan, China, & 
 Japan, Ex p. Kintrea, 5 Ch. 
 95. 
 
 Alexander's Case, 9 W. R. 413. 
 
 Coslello's Case, 2 De G. F. & 
 J. 402. 
 
 Hyam's Case, 1 De G. F. & J. 
 75. 
 
 Payne's Case, 9 Eq. 223. 
 
 Snow's Case, 19 W. R. 1057. 
 
 Mushat's Case, 18 S. J. 202. 
 
 European Asce. Soc, Norbury's 
 Case, 18 S. J. 709. 
 
 Transferor held not liable. 
 
 Humber Ironworks Co., Wil- 
 liams's Case, 1 Ch. D. 576. 
 
 Great Wheal Busy Mining Co., 
 King's Case, 6 Ch. 196. 
 
 Slater's Case, 35 Beav. 391. 
 
 Cf. Smith, Knight, & Co., 
 Weston's Case, 4 Ch. 20. 
 
 Harrison's Case, 6 Cb. 286. 
 
 Ex p. De Pass, 4 De G. & J. 
 544. 
 
 Smith, Knight, (t- Co., Battle's 
 Case, 18 W. R. 620.
 
 Summary of Leading Cases. 
 
 179 
 
 TRANSFER OF SHARES— continued. 
 
 The executor of a deceased share- 
 holder is liable until the com- 
 pany approves the legatee. 
 
 Gouthwaite's Case, 3 Mac. & 
 Gord. 187 ; 3 De G. & S. 258. 
 
 Keen's Executors'' Case, 3 De G. 
 M. & G. 272. 
 
 Agriculturist Cattle Co., Bawd's 
 Case, 5 Ch. 725. 
 
 Cf. Hall's Case, 1 Mac. & Gord. 
 307; and Ness v. Armstrong, 
 4 Ex. 21. 
 
 Armstrong's Case, 1 De G. & S. 
 565. 
 
 Acceptance by company of execu- 
 tor legatee who is only liable 
 in representative capacity. 
 Bulmer's Case, 33 Beav. 435. 
 
 Death of transferee without per- 
 sonal representatives will not 
 make transferor liable. 
 Fyfe's Case, 4 Ch. 768. 
 
 Delay in transfer — 
 
 Between the parties renders 
 
 transferor liable. 
 Anglo-Danubian Steam Navi- 
 gation Co., Walker's Case, 
 
 6 Eq. 30. 
 Head's Case, 3 Eq. 84. 
 White's Case, 3 Eq. 84. 
 Marshall v. Glamorgan Iron 
 
 Co., 7 Eq. at p. 137. 
 Lord B. Montagu's Case, W. N. 
 
 1888, p. 137. 
 Grey's Case, W. N. 1888, p. 
 
 137. 
 London, Hamburg, &c, Bank, 
 
 Ward and Henry's Case, 
 
 2Ch.431. 
 Cf. Evans v. Wood, 5 Eq. 9. 
 
 But if delay is by company, 
 
 transferor not liable. 
 Joint Stock Discount Co., 
 
 Nation's Case, 3 Eq. 77. 
 Hill's Case, 4 Ch. 769, n. 
 Loive's Case, 9 Eq. 589. 
 Fyfe's Case, 4 Ch. 768. 
 Manchester & Oldham Bank, 
 
 W. N. 1885, p. 169. 
 Cf. Shipman's Case, 5 Eq. 
 
 219; and Shepherd's Case, 
 
 2 Ch. 16. 
 
 The issue of a dividend warrant 
 to a wrongly described trans- 
 feree doesnot make him liable. 
 
 Bishop's Case, 7 Ch. 296, n. 
 
 Transfer to infant, see supra. 
 
 TRANSFER OF SHARES— continued. 
 
 Transfer by infant transferee. 
 Curtis's Case, 6 Eq. 455. 
 
 Transfer for value of unpaid as 
 fully paid shares. 
 Cf. cases under s. 25 of Act of 
 1867, p. 128. 
 
 Transfer with certificate that 
 shares are fully paid up. 
 Transferee held not liable. 
 
 British Farmers' Cake Co., 7 
 
 Ch. D. 533; S. C. as Bur- 
 
 kinshaio v. Nicolls, 3 A. C. 
 
 1004. 
 A. W. Hall & Co., 37 Ch. D. 
 
 712. 
 New Chile Gold Co., W. N. 
 
 (1892), p. 193. 
 Balkis Consolidated Co. v. 
 
 Tomkinson [1893], A. C. 396. 
 Parbury's Case [1896], 1 Ch. 
 
 100. See also ante, p. 133. 
 
 Transferee held liable. 
 
 Vidcan Ironivorks Co., W. N. 
 
 1885, p. 120. 
 London Celluloid Co., Bayley 
 
 & Hanbury's Cases, 32 Ch. 
 
 D. 190. 
 Norham Castle Ship Co., 4 
 
 T. L. R. 303. 
 
 Transfer with certification. " Cer- 
 tificate lodged " no warranty of 
 transferor's title; no estoppel. 
 Bishop v. Balkis Consolidated 
 Co., 25 Q. B. D. 512. 
 
 Misdescription of transferee, when 
 immaterial. 
 
 Humber Ironworks Co., Wil- 
 liams's Case, 1 Ch. D. 576. 
 
 European Bank, Master's Case, 
 7 Ch. 292. 
 
 Smith, Knight, & Co., Hakim's 
 Case, 7 Ch. 296, n. 
 
 Financial Ins. Co., ib. 
 
 Smith, Knight, & Co., Battle's 
 Case, 18 W. R. 620. 
 
 Blank transfer. 
 Inoperative where a deed 
 required. 
 
 Swan v. North British Aus- 
 tralasian Co., 7 H. & N. 
 603 ; 2 H. & C. 175. 
 
 Hibblewhite v. McMorine, 6 
 M. & W. 200. 
 
 Poioell v. London & Provincial 
 Bank [1893], 2 Ch. 555. 
 
 See, however, Barned's Banking 
 Co., ex p. Contract Corpora- 
 tion, 3 Ch. 105 ; and Soci€t€ 
 
 Chap. 
 VIII. 
 
 CONTRI- 
 BUTORIES.
 
 180 
 
 Summary of Leading Cases. 
 
 Chap. 
 VIII. 
 
 CONTRI- 
 BUTORIES. 
 
 TRANSFER OF SHARES— continued. 
 
 Ge'nCrale v. Walker, 11 
 A. C. 20. 
 Balkis Consolidated Co., W.N. 
 1888, p. 3. 
 
 But may be good where the 
 transfer may be by instru- 
 ment in writing. 
 
 Ex p. Sargent, 17 Eq. 273. 
 
 Cf. France v. Clarke, 22 Ck. 
 D. 830 ; S. 0. 26 Ch. D. 257. 
 
 Colonial Bank v. Hepworth, 
 36 Ch. D. 36. 
 
 Kimberley North Block Dia- 
 mond Mining Co., Ex p. 
 Werner, 58 L. T. 305. 
 
 Transfer not sealed. 
 
 Balkis Consolidated Co., supra. 
 
 Guarantee by transferor. 
 Guarantor not contributory. 
 Bank of Hindustan, China, 
 and Japan, Harrison's Case, 
 6 Ch. 2S6. 
 Shields Marine Insurance 
 Assoc, Lee & Moor's Case, 
 5 Eq. 368. 
 Transfer after allotment, but before 
 
 TRANSFER OF SHARES— continued. 
 requirements of articles com- 
 plied with, transferee liable. 
 Morton's Case, 16 Eq. 104. 
 
 As to transfer in cost-book com- 
 panies, see 
 Northey v. Johnson, 19 L. T. 
 
 O. S. 104. 
 Walker v. Bartlett, 18 C. B. 
 
 845. 
 Toll v. Lee, 4 Ex. 230 ; 18 L. J. 
 
 Ex. 364. 
 Transfer in scrip companies : 
 
 holders at date of winding-up 
 
 liable. 
 Ex p. Barclay, 26 Beav. 177. 
 Mexican & South American Co., 
 
 Ex p. Grisewood, 4 De G. & J. 
 
 544. 
 Mexican & South American Co. 
 
 Ex p. Be Pass, 4 De G. & J. 
 
 544. 
 
 UNDERWRITING SHARES. 
 
 Liability of underwriter to be put 
 on list of contributories, see 
 ante, p. 167. 
 
 The following summary of cases under s. 38 of the Act 
 of 1867 may also be found useful : — 
 
 What contracts are within s. 38. 
 
 Charlton v. Hay, 23 W. E. 129. 
 
 Cornell v. Hay, L. E. 8 C. P. 328. 
 
 Coal Economizing Gas, &c, Co., 
 Gover's Case, 1 Ch. D. 182. 
 
 Twycross v. Grant, 2 C. P. D. 
 469. 
 
 Craig v. Phillips, 3 Ch. D. 722; 
 S. C. 7 Ch. D. 249, where the 
 case was in part disapproved 
 of. 
 
 Capel & Co. v. Sims Ship Com- 
 position Co., 58 L. T. 807. 
 
 On the one hand — 
 
 S. 38 includes all contracts, the 
 knowledge of which might 
 affect the mind of a person 
 in determining whether he 
 would take shares or not. 
 
 Twycross v. Grant, ubi supra, 
 per Coleridge, C.J., and 
 Grove and Lindley, JJ., 
 and on appeal per Cockburn, 
 C.J., and Brett, L.J. 
 
 Sullivan v. Mitcalfe, 5 C. P. 
 D. 4§5 ; per Baggallay and 
 Thesiger, L.JJ. 
 
 Cf. Cornell v. Hay, supra. 
 
 On the other hand — 
 
 S. 38 is limited to contracts im- 
 posing a liability on the 
 company. 
 Twycross v. Grant, ubi supra, 
 per Bramwell, L.J., and 
 Kelly, C.B. 
 Sullivan v. Mitcalfe, ubi supra, 
 per Bramwell, L.J. 
 On the one hand it has been 
 held that a contract entered 
 into by a person before he is 
 a promoter is not within 
 the section. 
 Coal Economizing Gas Co., 
 Gover's Case, ubi supra, per 
 James, L. J., & Bramwell, B. 
 Twycross v. Grant, ubi supra, 
 
 per Bramwell, L.J. 
 And see Bag nail v. Carlton, 
 6 Ch. D. at p. 407; and 
 Cornell v. Hay, ubi supra. 
 Cf. Ladywell Mining Co. v. 
 Brooks, 35 Ch. D. 400. 
 On the other hand it has been 
 held that such contracts are 
 within the section. 
 Coal Economizing Gas Co.,
 
 Summary of Leading Cases. 
 
 181 
 
 Gover's Case, ubi supra, per 
 Mellisb, J., and semble per 
 Brett, J. 
 Twycross v. Grant, ubi supra, 
 per Coleridge, C. J. ; and 
 Grove and Lindley, JJ. 
 
 Whether contract need be in 
 writing. 
 
 Semble in Arkwright v. Newbold, 
 17 Ch. D. 301 ; but see Capel 
 & Co. v. Sims Ship Composition 
 Co., supra. 
 
 Whether contract must be in exist- 
 ence at date of prospectus. 
 lb. 
 
 Nature of action under this seotion. 
 Cornell v. Hay, ubi supra. 
 
 Eight of action belongs to share- 
 holder only. 
 lb. 
 
 Remedy is against directors only. 
 Coal Economizing Gas Co., 
 
 Governs Case, ubi supra. 
 Twycross v. Grant, 2 0. P. D. at 
 
 pp. 484-5. 
 Sullivan v. Mitcalfe, 5 C. P. D. 
 
 at pp. 465-6. 
 In re Bagnall & Co., 32 L. T. 
 
 536. 
 
 Chap. 
 VIII. 
 
 Effect of death of plaintiff. 
 
 Twycross v. Grant, ubi supra. 
 Measure of damages. 
 
 lb.; Sullivan v. Mitcalfe, ubi „ 
 
 supra. Contri- 
 
 Arkwright v. Newbold, ubi supra, stories. 
 
 DEFINITIONS. 
 
 " Knowingly issue." 
 
 Twycross v. Grant, ubi supra. 
 " Promoter." 
 
 lb. ; Bagnall v. Carter, ubi 
 
 supra. 
 Emma Silver Mining Co v. 
 
 Grant, 11 Cb. D. 918. 
 Same v. Lewis, 4 C. P. D. 396. 
 Whaley Bridge, &c, Co. v. 
 
 Green, 5 Q. B. D. 109. 
 Lydney and Wigpool Iron Co. v. 
 
 Bird, 33 Cb. D. 85. 
 And see New Sombrero Phosphate 
 
 Co. v. Erlanger, 3 A. C. 1218. 
 Ladywell Mining Co. v. Brooks, 
 
 Same v. Huggons, 35 Cb. d' 
 
 400. 
 
 Trustee not " officer." 
 
 Cornell v. Say, ubi supra. 
 Contributory mistake by plaintiff. 
 
 Lydney v. Wigpool, &c, Co. v. 
 Bird, ubi supra.
 
 182 For what purposes calls made. 
 
 CHAPTER IX. 
 
 CALLS IN WINDING-UP. 
 
 For what calls may be made. Bankrupt shareholder. 
 
 By whom calls made. Set-off. 
 
 How far members are liable. 
 
 Chap. For what caUs may be made.— Calls in the winding-up 
 IX. may be made for the following purposes : — 
 
 (1.) For payment of any sums necessary to satisfy the 
 
 Calls in debts and liabilities of the company (a). The debts for the 
 Winding- payment f w ^ich calls can properly be made are debts of 
 
 UP ; the company ; but it is not necessary that they should be 
 
 established against the company before calls are made in 
 respect of them (b). 
 
 (2.) For payment of the costs, charges, and expenses of 
 the winding-up (c). It should be ascertained to what costs 
 each contributory or set of contributories is liable, and the 
 call should be made for their liquidation accordingly. It 
 should, however, be observed that, where costs have been 
 incurred in proceedings taken for the benefit of all the 
 contributories as a body, they are all rateably chargeable 
 with the costs of those proceedings, although they have 
 been taken unsuccessfully, and although some of the contri- 
 butories may have already paid more than others towards 
 the discharge of the company's debts. Any temporary in- 
 justice resulting from this last circumstance must be set 
 
 (a) S. 120, and s. 13 of the Act Bank, 18 Jur. 281, as to no call 
 
 of 1890. See Rules, post, p. 352. being made for a fund which may 
 
 Ilights of shareholders and policy- not be required ; Ex p. Bale, 1 De 
 
 holders considered in London and G. M. & G. 513. 
 Westminster Ass. Co., 14 Jur. 929 ; (c) SS. 102, 110. See Chap. XIV. 
 
 Lethbridge v. Adams, 13 Eq. 547. as to costs. As to an unregistered 
 
 (6) Contract Corp., 2 Ch. 95, illegal association, see infra, p. 186. 
 
 decided under the Acts of 1848- As to a past member, see Ex p. 
 
 49 ; Barned's Banking Co., 36 Harsh, 20 W. E. 87. 
 L. J. Ch. 215. See Marylebone
 
 Calls in 
 Winding- 
 up. 
 
 For what purposes calls made. 183 
 
 right afterwards (a). A call for costs may be made before Chap, 
 all the assets are got in, and before the exact amount of the IX. 
 costs payable has been ascertained by taxation (b). But if 
 there be laches, the right to have a call made for costs may 
 be lost (c). 
 
 (3.) For the adjustment of the rights of the contributories 
 amongst themselves (cl). So, calls may be made on shares 
 not fully paid-up, in order to reimburse holders of fully 
 paid-up shares (e). And this is so, with regard to shares 
 issued at a discount, notwithstanding the dictum of Lord 
 Herschell in Ooregum Gold Co. v. Roper to the contrary 
 effect (/). The duty of the judge to adjust all cross claims 
 between the contributories and the equalization of shares 
 has already been pointed out (g). In certain insurance 
 companies where policy-holders are members, calls should 
 not be made on them before the shareholders (h). 
 
 Where the Articles provide that a shareholder advancing 
 sums beyond the amount actually called shall receive 
 interest, such advancing shareholder is entitled on winding- 
 up, and there being surplus assets, to be repaid the amount 
 
 01 his advances, together with interest, up to the repayment 
 of the advances (i). Under such articles, money paid in 
 advance of calls would, in the event of a liquidation, be a 
 good answer to a claim for a call in respect of the amount 
 so paid (i). 
 
 Where a company issues (1) £1 shares which are fully 
 paid, and (2) £o shares on which £1 only is paid, and on 
 winding-up there is a surplus after paying creditors, though 
 a deficit on the total amount of called-up capital, the surplus 
 must be distributed by paying 16s. per share to <£1 share- 
 holders, so as to put them in the position of shareholders, 
 who, like the £5 shareholders, had only paid 20 per cent. 
 on the amount of their shares, and then paying all the 
 
 (a) Lindley (5th ed.), 866. See (/) Railway Time Tables Co., 
 there cited Preece and Evans's Case, Ex p. Welton [1895], 1 Ch. 255 ; 
 
 2 De G. M. & G. 374 ; Ex p. and see supra, p. 131. 
 Woolmer, ib. 665 ; Gatjs Case, 5 (g) See Chap. VIII., s. 109. See 
 De G. & S. 122 ; 1 De G. M. & G. Marylebone Joint Stock Bank, 25 
 347. L. J. Ch. 650; Gai/s Case, 5 De 
 
 (b) Gaijs Case, supra ; Ex p. G. & S. 122 ; 1 De G. M. & G. 347. 
 Woolmer, supra ; Dalds Case, 1 De (A) Albion Life Ass. Co., 16 Ch. 
 G. M. & G. 513. D. 83. 
 
 (c) Exp. A' Beckett, 2 Jur. N. S. (i) Exchange Drapery Co., 38 
 684. Ch. D. 171; Wakefield Rolling 
 
 (d) S. 102. Stock Co. [1892], 3 Ch. 165. See 
 
 (e) Anglesea Colliery Co., 1 Ch. Wincham Shipbuilding, &c, Co., 
 555 ; Ex p. Maude, 6 Ch. 51. See 9 Ch. D. 322. 
 Chap. VIII.
 
 184 By whom calls made. 
 
 UP. 
 
 Chap, shareholders pro rata, treating each £5 shareholder as if 
 IX. in respect of each £5 share he were the owner of five 
 
 £1 shares (a). 
 
 Calls in ^ liquidator can also enforce a call made by the directors 
 ,ING " before winding-up (&). 
 
 By whom calls made. — In voluntary winding-up calls are 
 made by the liquidator under s. 133 (9) of the Act of 
 1862. In compulsory winding-up the only person with 
 power to make calls is the liquidator under s. 102 of the 
 Act of 1862, and s. 13 of that of 1890 and the rules there- 
 under (c). Therefore where uncalled capital has been 
 charged by the company in favour of debenture-holders, 
 and the company is ordered to be wound up, the Court 
 cannot in the debenture-holder's action order either the 
 receiver or the liquidator to make the call, but can only 
 order the liquidator in the winding-up, but the receiver in 
 the action may be empowered to take proceedings in the 
 name of the liquidator (d). A general meeting of a com- 
 pany in voluntary liquidation has power to elect directors, 
 and sanction the exercise by them of powers of enforcing 
 calls by sale or forfeiture of shares (e). The meeting 
 would be called by the liquidators under s. 139 of the 1862 
 Act. 
 
 How far members are liable. — The extent of the liability 
 of a contributory to calls will depend on the nature of the 
 company ; and, as regards companies formed and registered 
 under the present Act, it will be necessary also to inquire 
 whether he was a member or not at the date of the petition 
 for winding-up. In the case of present members where the 
 company is limited by shares or guarantee, no call can be 
 made for any purpose exceeding the amount, if any, unpaid 
 on the shares (/), or the amount of the undertaking 
 entered into on their behalf by the memorandum of 
 association (g). 
 
 If the notice of call states that interest will be charged 
 
 («) Wakefield Boiling Stock Co. contributory's liability, see ante, 
 
 [1892], 3 Cb. 165. p. 155. See Wliitehouse & Co., 
 
 (b) Stone v. City and County 3 Cb. D. 595, as to the nature of 
 Bank, 3 C. P. D. 282. contributions under s. 38. 
 
 (c) Bost, p. 285. (g) S. 38 (5). As to tbe effect 
 
 (d) Fowler v. Broad's Batent of tbe winding-up order on sbare 
 Night Light Co. [1893], 1 Cb. 724. capital of company limited by 
 
 (e) Fairbairn Engineering Co., guarantee, see ss. 90 and 134. See 
 Ladd's Case [1893], 3 Cb. 450. Lion Mutual Marine Ins. Ass. v. 
 
 (/) See cases in Cbap. VIII. and Tucker, 12 Q. B. I>. 176. 
 s. 38(4). A« to tbe nature of a
 
 UP. 
 
 Ho w far Members are liable. 185 
 
 on non-payment by a certain day, interest is payable on Chap, 
 overdue calls from the day named (a). But although IX. 
 
 articles provided for interest at £10 per cent., yet on a call 
 
 made by the liquidators, interest at £5 per cent, only was Calls in 
 allowed (b). 
 
 If part of the capital of the company has been returned 
 to a holder of paid-up shares, as, for example, by paying 
 him a bonus or dividend out of capital, and not out of 
 profits, he could, it seems, be treated as the holder of 
 shares not paid up, and liable to contribute (c). 
 
 A fictitious payment, by taking money from the company 
 and returning it, is no payment at all (d). 
 
 It is provided by s. 38 (6), as follows : — " Nothing in 
 this Act contained shall invalidate any provision contained 
 in any policy of insurance or other contract whereby the 
 liability of individual members upon any such policy or con- 
 tract is restricted, or whereby the funds of the company are 
 alone made liable in respect of such policy or contract " (e). 
 
 Where a bank of issue has been registered as a limited 
 company, its members are not entitled to limited liability 
 in respect of its notes ; but if the general assets are in- 
 sufficient, the members, after satisfying the remaining 
 demands of the note-holders, are liable to contribute 
 towards payment of the debts of the general creditors a 
 sum equal to the amount received by the note-holders out 
 of the general assets of the company (/). 
 
 The present shareholders of an unlimited company are 
 liable for the debts of the company, the costs of winding- 
 up, and any sums required for the adjustment of the 
 rights of the contributories amongst themselves, in full (g). 
 
 If the company was originally unlimited, but is subse- 
 quently registered under the Act of 1862, with limited 
 liability, calls can be made on the present shareholders, 
 who were holders whilst the company was unlimited, for 
 
 (a) Ex p. Lintott, 4 Eq. 184; (company's cheque given and re- 
 Barroid's Case, 3 Ch. 784. turned) ; Sykes's Case, 13 Eq. 255 
 
 (b) Welsh Flannel Co., 20 Eq. (director takes back money paid 
 360. for fees). 
 
 (c) Stringer's Case, 4 Ch. 475 ; (e) Lethbridge v. Adams, 13 Eq. 
 Ranee's Case, 6 Ch. 104 ; Cardiff 547 ; Agriculturist Cattle Ins. Co., 
 Coal, &c., Co., 11 W. E. 1007; 10 Ch. 1; Accidental Death Ins. 
 Cardiff Coal, &c., Co. v. Norton, Co., 7 Ch. D. 568. 
 2 Ch. 405. (/) Companies Act, 1879, 42 & 
 
 (d) Leeke's Case, 6 Ch. 469 (pay- 43 Vict. c. 76, s. 6. 
 ment of director's shares by pro- (g) See s. 200, as to unregistered 
 moter) ; Disderi & Co., 11 Eq. 242 companies.
 
 186 Bankrupt Shareholder. 
 
 Chap, payment in full of all the debts and liabilities contracted 
 IX. during that time (a). 
 
 If an order has actually been made to wind up an 
 
 Calls in unregistered illegal company, calls can be made upon any 
 Winding- coll t r ibiitory for payment of debts proved and not expunged 
 
 UP ' within the proper time, or for costs of winding-up (6), 
 
 although the winding-up order was made without Juris- 
 diction. But an improper winding-up order is not binding 
 on strangers (c). 
 
 As regards the unlimited liability of directors of a limited 
 company, see s. 5 of the Act of 1867 in Appendix. 
 
 Bankrupt shareholder (d). — Any calls made before a 
 shareholder has been adjudicated bankrupt, whether by 
 the directors whilst a company is a going concern, or by 
 the liquidators when it is being wound up, have always 
 been provable like other debts (e). 
 
 S. 75 of the Act of 1862 provides that in the bank- 
 ruptcy of any contributory proof may be made against his 
 estate for the estimated liability to future calls as well as 
 calls already made. On this it was, as shortly stated by 
 Lindley, L.J., in his book (/), decided: (1) that the 
 liability of a contributory to calls made in a winding-up 
 commenced when he became a member (</); (2) that if 
 the winding-up preceded his bankruptcy, all future calls 
 might be proved against his estate (b) ; (3) but where he 
 was adjudicated bankrupt before the winding-up, calls 
 made in the winding-up could not be proved at all (c) ; and 
 consequently in this case the bankrupt remained liable for 
 all calls made while he continued a shareholder. It was 
 considered that s. 31 of the Bankruptcy Act, 1869 (d), 
 
 (u) But see, as to this, Chap. VIII. (/) See the cases in Lindley 
 
 under " Unregistered Companies." (5th ed.), pp. 556 et seq. 
 
 See s. 196 (5), as to companies re- (g) Ex p. Canwell, 4 De G. J. & 
 
 gistered under Part VII. Liverpool S. 539; Williams v. Harding, L. E. 
 
 Loan Co., Ex p. Stevenson, 32 L. J. 1 H. L. 9. 
 
 Ch. 96 ; 11 W. K. 131 ; Garnett (h) Ex p. Pickering, 4 Ch. 58 ; 
 
 and Moseley, &c, Mining Co., 3 Mitchell's Case, 5 Ch. 400; Mc- 
 
 Best & S. 321. Ewen's Case, 6 Ch. 582 ; Ex p. 
 
 (b) Arthur Average Ass., 3 Ch. Marshall, 7 Ch. 324 ; Ex p. Ball, 
 D. 522 ; Queen Average Ass., Ex p. 10 Ch. 48; Financial Corp. v. 
 Lynes, *6 W. B. 432. See Padstow Lawrence, L. K. 4 C. P. 731. See 
 Total Loss Ass., 20 Ch. D. 137 ; West of England Bank, Ex p. 
 and Preece & Evans's Case, 2 De Budden and Roberts, 12 Ch. D. 
 G. M. & G. 374. 288. 
 
 (c) Be Bowling and Welby's (h) Martin's Patent Anchor Co. 
 Contract [1895], 1 Ch. 663. v. Morton, L. E. 3 Q. B. 306. See 
 
 (d) See also ante, p. 150. also Amicable Ins. Co., 6 Ir. R. Eq. 
 
 (e) Cape Breton Co., Id Ch. D.77. 272 ; Hastie's Case, 4 Ch. 274.
 
 Winding- 
 up. 
 
 Bankrupt Shareholders. 187 
 
 removed all these difficulties, and that the liability to Chap, 
 future calls was provable even where the bankruptcy pre- IX. 
 
 ceded the winding-up. Some doubt was caused by the 
 
 decision of Furdoonjee's Case (a). But, notwithstanding Calls in 
 that case, it has been since decided that the liability in 
 respect of calls of a liquidating member of a company 
 where the liquidation proceedings commence prior to the 
 winding-up of the company, and are pending at the time 
 of the winding-up, is a debt or liability which is not 
 "incapable of being fairly estimated," and which is there- 
 fore provable in the liquidation (h). This will apply under 
 s. 37 of the Bankruptcy Act, 1883 (c). So where the 
 trustee neither disclaims nor sells the shares, but allows 
 them to remain in the name of the bankrupt who obtains 
 his discharge, it seems that he will nevertheless be freed 
 from calls in respect of them, as his liability to them was 
 capable of proof (d). 
 
 A bankruptcy notice cannot be issued in respect of a 
 balance order for the payment of calls (e). 
 
 An order for payment of a call will not be made upon a 
 bankrupt contributory against whose estate the calls can 
 be proved (/). 
 
 After a contributory becomes a bankrupt, he is a stranger 
 to the company, and there is no jurisdiction to make any 
 order on his application (g). 
 
 Set-off. — Where, in a winding-up, a call is made, the 
 contributory cannot set off a claim against the company 
 for dividends or profits, to the prejudice of the creditors, 
 but the set-off wiil be allowed in the final adjustment of the 
 rights of the contributories amongst themselves, and this is 
 applicable either to an unlimited or a limited company (/<). 
 
 S. 101 provides as follows : — 
 
 " The Court may, at any time after making an order for winding-up 
 
 (a) 32 & 33 Vict. c. 71. winding-up); Ex p. Whinney, re 
 
 (b) 3 Ch. D. 264. Sanders, 13 Q. 13. 1). 476 (for calls 
 
 (c) Mercantile Mutual Marine made before resolution for volun- 
 Ins. Ass., 25 Ch. D. 415, not ioliow- tary windiug-up) ; Ex p. Machay, 
 ing Furdoonjee 's Case, supra. See re Shirley, 58 L. T. 237 ; Chalk, 
 Exp. Need, 14 Ch. D. 57y. Webb, & Co. v. Tennent, 57 L. T. 
 
 (d) 46 & 47 Vict. c. 52. It seems 598. 
 to be the same whether the dis- (g) Mitchell's Case, 5 Ch. 400. 
 claimer is before, or after, the wind- (d) Cape Breton Co., 19 Ch. D. 
 ing-up. 77. 
 
 (e) Lindley (5th ed.), 556. Cf. (A) S. 38 (7), s. 101. GrisselVs 
 ss. 37 and 55 of Bankruptcy Act, Case, 1 Ch. 528. The set-off referred 
 1883. to in the proviso to s. 101 evidently 
 
 (,/') Ex p. Orimwade, re Ten- relates to dividends and profits. 
 nent, 17 Q. B. D. 357 (compulsory
 
 188 Set-off. 
 
 Chap. ^e company, make an order on any contributory for the time being 
 
 IX. 
 
 settled on the list of contributories, directing payment to be made, in 
 manner in the said order mentioned, of any moneys due from him or from 
 the estate of the person whom he represents to the company, exclusive 
 of any moneys which he or the estate of the person whom he represents 
 may be liable to contribute by virtue of any call made or to be made by 
 the Court in pursuance of this part of this Act ; and it may, in making 
 such order when the company is not limited, allow to such contributory 
 by way of set-off any moneys due to him or the estate which he repre- 
 sents from the company, on any independent dealing or contract with 
 the company, but not any moneys due to him as a member of the com- 
 pany in respect of any dividend or profit : Provided that when .all the 
 creditors of any company whether limited or unlimited are paid in full, 
 any moneys due on any account whatever to any contributory from the 
 company may be allowed to him by way of set-off against any subsequent 
 call or calls." 
 
 If the contributory's claim against the company could 
 be supported if he were not a member, then the question 
 of set-off will depend on whether the company is unlimited 
 or limited. 
 
 In the case of an unlimited company, it seems that any 
 debts due from the company to the contributory, otherwise 
 than in respect of his shares, may be set off against debts 
 due from the contributory to the company and calls made 
 before the winding-up (a). But a contributory of an un- 
 limited company cannot set off a debt due to him from the 
 company against calls made in the winding-up (b). 
 
 Where a director of an unlimited company joined with 
 co-directors in a promissory note for £5,000 to a bank to 
 secure repayment of an overdraft by the company with the 
 bank, and, after a call had been made in the winding-up, 
 paid £500 as a contribution in respect of the note, it was 
 held that he was not entitled to set off the £500 against 
 a sum due from him as a contributory for calls (c). 
 
 In an unlimited company, since the member is liable to 
 contribute to any amount until all the liabilities of the 
 company are settled, it signifies little to the creditor 
 whether set-off is allowed or not (d). 
 
 On the other hand, where the company is limited, a 
 contributory cannot set off a debt due to him from the 
 company, or a dividend which may afterwards come to him 
 on his debt, either against a call made by the liquidator 
 
 (a) Marylebone Joint Stock Bank, Ex p. Brown, infra. 
 Bank, 25 L. J. Ch. 650; White- (b) Ex p. Bran white, supra. 
 
 house & Co., 9 Ch. D. 595, 606. See s. 101, supra. 
 But see Gibbs & West's Case, 10 (c) Norwich Equitable Fire Ass. 
 
 Eq. 312 ; which was not followed Co., Brasnett's Case, 53 L. T. 569. 
 in Ex p. Branivhite, 48 L. J. Ch. (d) Per Lord Chelmsford in 
 
 463. See also West of England GrisseWs Case, 1 Ch. 528.
 
 Set-off. 189 
 
 in the winding-up (a), or made by the company before Chap, 
 the winding-up (b). This rule is the same whether the IX. 
 
 company is being wound up by the Court, under super- 
 
 vision, or voluntarily (c) ; and is not affected by s. 10 of Calls in 
 the Judicature Act,' 1875 (d) ; nor by the death of the Winding- 
 
 contributory, and his estate being insolvent (e). Moreover, '. 
 
 a limited company has no power to contract with one of its 
 shareholders to give a right of set-off contrary to the rule 
 in Grissell's Case (/). But members of limited companies 
 are entitled, on payment of all calls due, to receive 
 dividends at the same time, and at the same rate, as other 
 creditors in the winding-up (g), and again, this is not 
 altered by s. 10 of the Judicature Act, 1875 (h). 
 
 There is an exception to the above rule where a con- 
 tributory, to whom a company in course of being wound up 
 is indebted, becomes bankrupt after the commencement of 
 the winding-up ; in which case the debt due to his estate 
 by the company should be set off against the calls (i). 
 And if the contributory have, before his bankruptcy but 
 subsequently to the winding-up, assigned his debt to a 
 third person, the assignee will, it seems, be in the same 
 position as the contributory with respect to the right of 
 set-off (A:). And where, after bankruptcy, bills were 
 indorsed to an agent for collection only, the same rule was 
 upheld (I). 
 
 See further as to assignees of a debenture, ante, p. 105. 
 
 So, also, there is a statutory exception by virtue of s. 
 of the Act of 1867, which provides that " in the event of 
 
 (a) GrisselVs Case, supra ; Brank- (d) Gill's Case, 12 Ch. D. 755. 
 sea Island Co., 4 Times L. R. 449. (e) Chirm's Case, 38 L. T. 139. 
 But see, as to a voluntary winding- (/) 1 Ch. 528 ; Black & Co.'s 
 up, Brighton Arcade Co. v. Doiu- Case, supra; all hough this was 
 ling, L. R. 3 C. P. 175, disapproved doubted in Calisher's Case, supra. 
 in Whitehouse & Co., 9 Ch. D. 595 (g) GrisselVs Case, 1 Ch. 528. 
 (where see the clear and exhaustive See s. 101, supra. 
 
 judgment of Jessel, M.R.), and in Qi) West of England Bank, Ex 
 
 Black & Co.'s Case, 8 Ch. 254. See p. Brown, 12 Ch. D. 823. 
 
 Robert's Case, Carriage Co-opera- (i) Re Duckworth, 2 Ch. 578; 
 
 five Supply Assoc, 27 Ch. D. 322, Ex p. Strang, 5 Ch. 492. See 
 
 as to qualification shares and ad- GilVs Case, supra. As to a com- 
 
 vances made by a director. promise, see Exp. Morton, Re Ox- 
 
 (b) Calisher's Case, 5 Eq. 214; ford and Canterbury Hall Co., 38 
 Burnett's Case, 19 Eq. 449. As to L. J. Ch. 390. As to joint and 
 a voluntary liquidation, see Govern- separate demands, see Exp. Morier, 
 tnent Security Co. v. Dempsey, 50 12 Ch. D. 491. 
 
 L. J. C. P. 199. (k) Exp. Mackenzie, 7 Eq. 240, 
 
 (c) See the two previous notes, ante, p. 121. 
 
 and Hoby & Co. v. Birch, 59 L. J. Q) Carralli and Hagqard's 
 
 Q. B. 247 ; 62 L. T. 404. Claim, 4 Ch. 174.
 
 UP 
 
 190 Set-off. 
 
 Chap, the winding-up of any limited company, the Court, if it 
 IX. think fit, may make to any director or manager of such 
 
 company whose liability is unlimited the same allowance by 
 
 Calls in way f set-off as under the 101st section of the principal 
 Winding- Act it may mate to a contributory where the company is 
 
 not limited." 
 
 An agreement that calls shall not be payable in cash, but 
 only by set-off against debts which may afterwards become 
 due from the company is in general not binding on the 
 company (a). 
 
 The liquidator cannot disturb a set-off of two debts which 
 has been completed before the commencement of the winding- 
 up ; but if the transaction took place in contemplation of 
 the insolvency of the company, it may be void (&). 
 
 Where the employment of a person was continued after 
 the liquidation, it was held that the liquidators were not 
 entitled to enforce against him the payment of a call made 
 in the winding-up without bringing the debts due to him 
 in respect of such employment into account (c). 
 
 Where a winding-up order is made on a shareholder's 
 petition, and the costs are ordered to be paid to the 
 petitioner, he is entitled to receive these costs without any 
 set-off of calls (d). 
 
 In an action brought by the liquidator against a member 
 of a limited company which is being wound up under 
 supervision, a debt due to him from the company before 
 the resolution for the voluntary winding-up cannot be set off 
 against a debt to the company incurred by him after the 
 resolution (e). 
 
 In an action by a voluntary liquidator for calls, a 
 counter-claim cannot be made for debt or damages (/). 
 
 The right to set-off by a contributory must be considered 
 in connection with s. 25 of the Act of 1867, and where that 
 Act applies, an agreement must be registered (g). But 
 s. 25 of the Act of 1867 (r/) has no application in a question 
 in a winding-up of liability to take shares which were 
 
 (a) Richmond Hill Hotel Co., (c) London and Colonial Co., 
 PeUatt's Case, 2 Ch. 527, and see Ex -p. Clark, 7 Eq. 550. 
 s. 25 of the Act of 1867, and cases (cl) See p. 244. 
 ante, p. 127. As to registering any (e) tiankey Brook Coal Co. v. 
 agreement in order to make good a Marsh, L. II. 6 Ex. 185. See 
 claim to set-off whea the shares Brighton Arcade Co. v. Bowling & 
 ■were issued, Calisher's Case, 5 Eq. Whitehouse & Co., supra. 
 214. (/) Government Security Co. v. 
 
 (b) Mason's Ball Tavern Co., Bempsey, 50 L. J. C. P. 199. 
 Balershoris Case, 5 Eq. 286 ; (</) See this section and cases 
 Spargo's Case, 8 Cb. 407. ante, p. 127.
 
 Set-off. 191 
 
 never allotted by the company. Therefore, in a winding- Chap, 
 
 up, effect was given to an unregistered contract which was IX. 
 
 interpreted as entitling a person to set-off against calls on 
 
 shares, to be allotted to him, moneys to become due to him Calls in 
 
 for work done for the company, no shares having been WlNDIKG " 
 
 allotted to him before the winding-up (a). ' 
 
 Directors can write off calls due from a shareholder, who 
 is also the solicitor of the company, against his bill ot 
 costs (b). 
 
 (a) Norton's Case, Be Victoria change Banking Co., 50 L. J. Ch. 
 Mansions, 50 L. J. Ch. 454. 827. See also p. 85. 
 
 (b) BamwelVs Case, Be Ex-
 
 192 Power to compromise. 
 
 CHAPTER X. 
 
 COMPROMISES. 
 Power to compromise. Rescinding compromise. 
 
 m, v Power to compromise.— The liquidator may, with the 
 tnap^A. ganction either of the Court or f the committee of mspec- 
 Compro- tion (a), in windings-up by the Court, or with the sanction 
 mises. of the Court (b), where the winding-up is subject to its 
 
 supervision, and with the sanction of an extraordinary 
 
 resolution where there is a voluntary winding-up, settle 
 a general scheme of liquidation, and may make arrange- 
 ments with creditors and contributorics, and compromise 
 all claims whether by or against the company (c) ; in fact, 
 he has the same power of effecting a compromise as an 
 individual would possess (d). And if the compromise is 
 fair and likely to be beneficial, the Court will not be astute 
 to find technical defects in the proceedings (c). The 
 exercise by the liquidator of the powers referred to in 
 s. 12 of the Act of 1890 are subject to the control of 
 the Court, and any creditor or contributory may apply to 
 the Court with respect to any exercise or proposed exercise 
 of any of those powers. 
 
 SS. 159 and 160 of the Act of 1862 will be found in the 
 Appendix, post. 
 
 (a) Sees. (9) of the Act of 1890, Insce. Co., 23 L. T. 685. As to 
 
 as to the Board of Trade where whether a general sanction is suffi- 
 
 there is no committee. cient, see South Eastern of Portu- 
 
 (6) By s. 31 of the Act of 1890, gal By. Co., 21 L. T. 220. 
 that Act does not, except when (d) Albert Life Jss. Co., L. K. 6 
 
 expressly mentioned, apply to a Ch. 381, 386. See Bath's Case, 8 
 
 winding-up under the supervision Ch. D. 334, and 11 Ch. D. 386. As 
 
 of the Court. to the division of the amount of a 
 
 (c) See ss. 159, 160 ; s. 12 of compromise between policy-holders 
 
 the Act of 1890. As to an ol> and creditors, see International Life 
 
 jection after a compromise, that Ass. Soc, 47 L. J. Ch. 88. 
 sanction was not obtained, not be- (e) See Dynevor, &c, Collieries 
 
 ing permitted, see Ex p. M'Clure, Co., 11 Ch. D. 605. 
 Be English and Scottish Marine
 
 Power to compromise. 193 
 
 The liquidator may apply, under s. 160, for the sanction Chap. X. 
 
 of the Court to a general compromise between creditors 
 
 and contributories (a). Compro- 
 
 This power of the liquidator extends to making a general MI SES - 
 compromise of claims upon contributories or creditors as 
 a class, abandoning an equal proportion in each case, not- 
 withstanding the differences of position between the con- 
 tributories, or without inquiring closely into the means of 
 each individual contributory (b). 
 
 When a contributory cannot pay calls, he frequently 
 endeavours to make a compromise ; and, in this case, he 
 usually makes an affidavit as to his means. If the liqui- 
 dator considers that this affidavit shews a true statement, 
 or if after cross-examination upon it the liquidator is 
 satisfied, a provisional agreement is entered into previous 
 to an application for the sanction of the judge (c). Some- 
 times an application is made by the liquidator for liberty 
 to compromise without the expense of a provisional agree- 
 ment. 
 
 In voluntary winding-up the liquidator may apply for 
 the Court's sanction to a compromise under s. 138 of the 
 Act of 1862, if he thinks it desirable to do so. Such an 
 application is still regulated by Order 51 of the General 
 Order of November, 1862, the 1890 Act and Rules there- 
 under not applying to such a case. Order 51 provides 
 that every application under the 138th section shall be 
 made by petition or motion, or if the judge shall so 
 direct, by summons at chambers. The application is 
 usually made by motion. If made by summons it must 
 be an originating summons. The judge may direct the 
 application to be heard by summons when it comes on for 
 hearing (d). 
 
 _ In a winding-up under the Act 1862, or subject to super- 
 vision, every application for the sanction of the judge to a 
 compromise with any contributory or other person indebted to 
 the company must be supported by the affidavit of the liqui- 
 dator that he has investigated the affairs of such contributory 
 or person, and stating his belief that the proposed compromise 
 will be beneficial to the company, and his reasons for such 
 belief (e). The sanction of the judge is to be testified by a 
 
 (a) Commercial Bank Corp. of (d) British Envelope Co., W N 
 
 India, 8 Eq. 241. 1885, p. 84. 
 
 (V) Bank of Hindustan, &c, v. (e) Gen. 0. 1S62, r. 49. See 
 
 Eastern Financial Assoc, L. R. 2 form of affidavit, post, p. 572, and 
 
 P. C. 489. form of memorandum of agreement 
 
 (c) See Forms,post, pp. 571-574. of compromise, p. 573. There is 
 
 E.W.
 
 194 Power to compromise. 
 
 Chap. X. memorandum, signed by the registrar, on the agreement 
 
 of compromise, unless any party desires to appeal irom the 
 
 Compro- decision of the judge, in which case an order must be 
 MI SES ' drawn up for that purpose. 
 
 Circulars as to compromises of claims are to be settled 
 by the registrar before issue, and are to contain full 
 particulars of the nature of the proposed compromise in 
 
 The approval of the registrar will be sufficient, but the 
 parties are entitled, if they desire it, to have the matter 
 considered by the judge personally (b). No sanction to a 
 compromise will be given by the judge without sufficient 
 evidence as to the circumstances upon which the com- 
 promise is to be made; in fact, such evidence as will 
 enable the Court to exercise a judicial discretion in the 
 matter (c). And assuming a liquidator to be acting bond 
 fide, if he does not consent to a compromise with a creditor 
 or contributory, the Court will nut compel him to enter 
 
 into it {d). 
 
 It does not appear to be clear to what extent a liquidator 
 in a winding-up under supervision can act without the 
 sanction of the Court by virtue of s. 151 {<■). 
 
 The Court, in the case of a voluntary winding-up, must 
 be satisfied that the compromise is a fair oue, although it 
 has been sanctioned by a general meeting (/). The onus 
 of impeaching an agreement or showing its unfairness falls 
 on the person objecting (/). 
 
 The Court had no power, under the 15 ( Jth and 160th 
 sections, to sanction an arrangement by which a minority 
 of creditors would be bound to accept a compromise against 
 their will (g). The sections do not contain any provisions 
 enabling a majority of the creditors to bind the whole 
 body, but the minority is bound where proceedings are 
 taken under the Joint Stock Companies Arrangement Act 
 of 1870 (h), which is discussed post, Part IV., p. 446. Pre- 
 viously to that Act, the only power to bind a minority of 
 creditors was that contained in s. 136 of the 1862 Act. 
 
 no similar rule under the new See East of England Banking Co., 
 
 practice. Pearson's Cage, 7 Ch. 309. 
 
 (a) Central Darjeeling Tea, cfec, (e) See James v. May, L. R. 6 
 Co. 15 L. T. 234. H. L. 328 ; Wrights Case, 5 Ch. 
 
 (b) Ex p. Garstin, 10 W. R. -±57. 437. See s. 151. 
 
 (c) Northumberland, &c, District (f) Lama Coal Co., Ex p. Miller, 
 Banking Co., Exp. 'lotty, 1 Dr. & 2 Ch. 692. 
 
 Sm 273; Be South Eastern of {g) Albert Life Ass. Co., 6 Ch. 
 
 Portugal By. Co., 21 L. T. 220. 381. 
 
 (d) Eankey's Case, 26 L. T. 358. (/t) 33 & 31 Yict. c. 104, s. 2.
 
 Power to compromise. 195 
 
 That section, which, although obsolete, is still in force, Chap. X. 
 
 only applies when the company is being or is about to be 
 
 wound up voluntarily ; an extraordinary resolution of the CoMPR °- 
 company is required, and also the sanction of three-fourths MI SES - 
 in number and value of the creditors. In practice this 
 section is seldom, if ever, made use of, proceedings generally 
 being taken under the Act of 1870. It may, however, be 
 pointed out that circumstances might arise in which the 
 machinery of s. 136 would be preferable to that of the 
 Act of 1870 ; for instance, the Act of 1870 only applies 
 where the company is in liquidation, and if it is doubtful 
 whether the necessary majority of creditors can be obtained, 
 it might be better to proceed under s. 136, which applies 
 where a company is about to be wound up ; otherwise the 
 company may find itself in the unpleasant position of 
 having resolved upon winding-up in order to invoke the 
 jurisdiction of the 1870 Act, and yet unable to carry out 
 the arrangement for want of the necessary majority of 
 creditors. Moreover, no application to the Court is 
 necessary under s. 136, and ic may be advisable to avoid 
 publicity. 
 
 The Court has power to stay the winding-up proceedings, 
 and to sell the assets (a), and, as just seen, to compromise 
 with the creditors and contributories. 
 
 A compromise with the sanction of the Court is binding on 
 all parties, including creditors, unless appealed against (6). 
 A compromise made with a holder of shares at the date 
 of the winding-up does not take away the liability of his 
 transferor, who may be placed on the list of contributories 
 as a past member (c), the case being one, not of principal 
 and surety, but of statutory liability (d). But the trans- 
 feree of shares, notwithstanding a compromise with him, 
 remains liable under his implied contract to indemnify 
 his transferor who is called upon to pay as a past 
 member (e). 
 
 Claims by individual shareholders against the directors 
 
 (a) S. 95. strangers, see Oaudet Freres Steam- 
 
 (b) For examples of compro- ship Co., 12 Ch. 1). 882. As to 
 mises, as to creditors, &c, see the conveyance by the contributory 
 Smith, Knight, & Co., 16 W. E. as consideration for compromise, 
 110-4; Parayuassu Tramway Co., see Clark v. Glasgow Bank, 9 C. of 
 28 L. T. 463 ; Lucy's Case, 4 De G. S. Cas. 1063 (Sc.j. 
 
 M. & G. 356 ; UnderivoooVs Case, (c) NevilVs Case, 6 Ch. 43. 
 
 5^5.677; Ex p. Morton, Re Oxford (d) Iielbert v. Banner, L. B. 5 
 
 and Canterbury Hall Co., 38 L. J. H. L. 28 ; Hudson's Case, 12 Eq. 1. 
 
 Ch. 390. But see Commercial (e) Roberts v. Crowe, L. E. 7 C. P. 
 
 Bank Corp. of India, 8 Eq. 241. 629; Kellock v. Enthoven, L. E. 
 
 As to enforcing compromises with 9 Q. B. 241.
 
 196 Rescinding compromise. 
 
 Chap. X. personally are not such matters as the Court has power to 
 
 sanction under s. 160 («). 
 
 Compro- Ag to tiie r igiit of contributories in an unlimited insur- 
 
 * ance company, who have not compromised, to require that 
 
 the amounts received under the compromise should be 
 
 marshalled between the liability for costs and the liability 
 
 under policies, see the case below (b). 
 
 Rescinding compromise. — A compromise to which the 
 sanction of the Court has been obtained by the misrepre- 
 sentation or concealment of material facts, will be set 
 aside either by the Court or the judge in chambers (c). 
 
 (a) Neiv Zealand Banking Corp., Central Darjeeling Tea Co., W. NT. 
 Ex p. Eankey, W. N. 1622, p. 869. (I860), p. 363 : Ex p. Oarstin, 10 
 
 (b) Accidental Death Ins. Co., 7 W. E. 457. See as to non-dis- 
 Ch. D. 568. closure of materia] fact, Tamer v. 
 
 (c) Ex p. Clarke, Be Leeds Green [1895], 2 Ch. 205. 
 Banking Co., 14 W. K, 856;
 
 S. 115 of the 1862 Act. 
 
 197 
 
 CHAPTER XI. 
 
 PRELIMINARY EXAMINATION OF OFFICIALS AND OTHERS. 
 
 Examination of officials, &o. 
 Examination under s. 115. 
 Who may be examined under s. 115. 
 How the application is to be made. 
 Securing attendance. 
 
 "What questions must be answered. 
 Shorthand note. 
 
 Filing and inspection of depositions. 
 Use of depositions as evidence. 
 
 Examination of officials, &c. — Under the Companies Acts 
 there are three entirely independent provisions for the 
 examination of directors and officials of a company in 
 liquidation, viz. — 
 
 (1.) S. 115 of 1862 Act. Inquisitorial. — To acquaint the 
 liquidator with the true state of the facts as to the matters 
 inquired into. This section gives power to summon a 
 man not as witness but for purposes of discovery (a). 
 
 (2.) S. 8 of 1890 Act. Public. — Apparently meant to 
 deter fraud by means of publicity. 
 
 (3.) S. 10 of 1890 Act. Punitive.— Providing summary 
 procedure against delinquent directors, promoters, &c. 
 
 As to the evidence of persons not within the above three 
 heads, the ordinary procedure of the High Court applies, 
 which is outside the scope of this work. 
 
 S. 8 of the 1890 Act, with notes of the decisions thereon, 
 will be found in Part II., post, p. 275. S. 10 of that Act 
 is dealt with in the next chapter, post, p. 207, and also in 
 Part II., post, p. 280. This chapter deals only with s. 115 
 of the 1862 Act. 
 
 Examination under s. 115 of 1862 Act. — By this section, 
 the Court is empowered, after a winding-up order has been 
 made, to summon (b) before it any officer of the company, 
 or any person known or suspected to have in his possession 
 any of the estate or effects of the company, or supposed to 
 be indebted to it, or any person whom the Court may 
 deem capable of giving information concerning the trade, 
 
 (a) Ex p. Willey, 23 Ch. D. 118 ; (6) See Form No. 202, post, p. 
 
 Be Hewitt, 15 Q. B. D. 159. 574. 
 
 Chap. 
 XI. 
 
 Prelimi- 
 nary Ex- 
 amina- 
 tion of 
 Officials 
 and 
 
 OTHERS.
 
 198 Who may he examined. 
 
 Chap, dealings, estate, or effects of the company (a), whether tho 
 XI. matters occur in or before the winding-up (&). Any such 
 
 person may be required to produce any books or documents 
 
 Prelimi- j n his power relating to the company. And the Court 
 nary Ex- ma y examme him U p 011 ath concerning its affairs, &c. (c). 
 tion of I* is n °t necessary that there should be a particular dis- 
 Officials pute pending, but it is sufficient if the liquidator requires 
 and to obtain discovery (<l). 
 
 others. rj^g p 0wer gi ven by s. 115, though it is a strong power, 
 
 is intended to put the liquidator, so far as can be, in the 
 same position as if he were making inquiries through his 
 solicitor from persons who are willing to give informa- 
 tion ; the object is that he may see what it is advisable 
 for him to do (e). The power may be used for the 
 purpose of ascertaining a person's ability to pay a debt to 
 the company, in following moneys of the company, and 
 generally in investigating transactions relating to its estate 
 or effects (/). 
 
 Who may be examined under s. 115. — The liquidator may 
 properly apply s. 115 for the purpose of ascertaining 
 whether proceedings should be continued or not against 
 an officer of the company, or against any other person (g). 
 The Court, probably, would be satisfied with the liquidator 
 taking upon himself the responsibility of informing the 
 Court that there are sufficient reasons to suppose certain 
 evidence could be given (It), and that the order would be 
 just and beneficial for the purposes of the winding-up (i). 
 It is not necessary to make out a prima facie case, but a 
 case of suspicion may be enough (/;). So, also, if the 
 Court considers that the, person is capable of giving in- 
 formation (/). The order, however, is not a matter of 
 right (m). It is in the discretion of the Court to grant or 
 refuse such an order. There is no hard-and-fast rule as 
 to when it would be proper and when improper to make 
 such an order ; but the pendency of an action by the 
 liquidating company, and the fact of discovery in such 
 
 (a) S. 115. infra. 
 
 (b) Ex p. Carver, 47 L. J. Ch. (g) Ex p. Leaver, Re Metro- 
 702, n. politan {Brush) Electric Light and 
 
 (c) S. 117. JPoiver Co., 51 L. T. 817. 
 
 (d) Gold Co., 12 Ch. D. 77 ; Cle- (h) See English Joint Stock 
 merit's Case, 13 Eq. 179, n. Bank, 3 Eq. 203, 209. See Finan- 
 ce) Nomvich Equitable Ins. Co., cial Ins. Co., 36 L. J. Ch. 687. 
 
 27 Ch. D. at p. 521. (0 Uciron's Case, 15 Ch. D. 139. 
 
 (/) Bloxam's Case, infra; Cle- (k) Gold Co., 12 Ch. D. 77. 
 
 menfs Case, infra ; Smith, Knight, {I) Clement's Case, supra. 
 
 rfc Co., infra ; Contract Corp., (m) Lleiroiis Case, supra.
 
 Who may be examined. 
 
 199 
 
 action having been ordered or refused, are material con- 
 siderations (a). 
 
 The following are instances in which persons have been 
 summoned under s. 115 : — 
 
 The parties to an action pending between them and the 
 company with respect to the subject-matter of the litiga- 
 tion (b), although leave to continue the action after the 
 winding-up has been given (c) ; but if interrogatories have 
 already been exhibited by the company, a strong case for 
 further examination must be shewn (d). 
 
 A person between whom and the company no proceedings 
 are pending must submit to examination, although he may 
 conceive that such examination is required for the purpose 
 of afterwards taking proceedings against him (e). 
 
 A witness who has appeared several times before a 
 special examiner appointed with his consent, cannot refuse 
 to give evidence on the ground that his deposition might 
 be used against him in a pending action which was 
 commenced before the appointment of the special ex- 
 aminer (/). 
 
 The powers of s. 115 are given for the more beneficial 
 winding-up of the company, and the Court will not allow 
 them to be used for the purpose of giving to a plaintiff in 
 an action brought to enforce his own individual rights, and 
 which could not be for the benefit of the company, means 
 of discovery beyond those which the law gives to a 
 plaintiff (g). 
 
 Further instances of persons who have been examined : — 
 
 Relatives of a contributory, such as sister, nephew (h), 
 mother-in-law (i). 
 
 Applicants for shares in a false name (k). 
 
 An agent of a company claiming commission (I). 
 
 Persons possessing any means of information of the 
 affairs of defaulting contributories, or of persons sought 
 to be put on the list of contributories (to). 
 
 (a) North Australian Territory 
 Co., 45 Ch. D. 87. 
 
 {b) Massey v. Allen, 9 Ch. D. 
 164; Ex p. Carver, 47 L. J. Ch. 
 702, n.; Ex p. Hakin, infra; Re 
 Cathcart, 5 Cn. 703 ; Met. Electric 
 Light Co., Ex p. Leaver, 51 L. T. 
 817. 
 
 (c) Ex parte Bateman, 15 W. R. 
 245. 
 
 (d) ffeiron , s Case, supra. 
 
 (e) Ex p. Hakin, lie Contract 
 Corporation, 15 L. T. 552. 
 
 Chap. 
 XI. 
 
 Prelimi- 
 nary Ex- 
 amina- 
 tion of 
 Officials 
 and 
 
 OTHERS. 
 
 (/■) Lisbon Steam Tramway Co., 
 
 2 Ch. D. 575 ; Met. Electric Light 
 Co., Ex p. Leaver, 51 L. T. 817. 
 
 {g) Imperial Continental Water 
 Corp., 33 Ch. D. 314 ; Be Franks 
 [1892], 1 Q. B. 647. 
 
 (A) Sloan's Case, 10 Eq. 675. 
 
 (i) Fricker's Case, 13 Eq. 178. 
 
 (k) Bugh and Sharman's Case, 
 13 Eq. 566. 
 
 (?) English Joint Stock Bank, 
 
 3 Eq. 203. 
 
 (m) Financial Jns. Co., 36 L. J.
 
 200 
 
 Who may be examined. 
 
 Chap. 
 XII. 
 
 Misfeas- 
 ance ob 
 Fraud of 
 Direc- 
 tors and 
 Officers, 
 &c. 
 
 Brokers (a) ; managers, secretaries, &c, of banks, and 
 clerks (b). 
 
 Liquidators, or voluntary liquidators, by contributories, 
 or alleged contributories, or by creditors, and production 
 of the company's books for inspection may be compelled (c). 
 
 The shareholders of a company against whom the 
 liquidators of another company were unable to realize 
 a judgment (d). 
 
 But a mere creditor of a company is not within the scope 
 of s. 115, and cannot be examined under it (e). 
 
 In some cases the order will be made without prejudice 
 to any objection the witness may think proper to take on 
 attending the summons (/). 
 
 Although an order for examination under s. 115 is an 
 ex parte one, and is not generally subject to appeal, a 
 witness has yet a right to bring the matter before the 
 judge personally by a motion to discharge Qjr). 
 
 The Court of Appeal will not interfere with the discretion 
 of the judge in summoning persons (//), except under very 
 special circumstances, as where there is a mistake in the 
 principle upon which his decision was given (?)• It is not 
 clear whether the witness summoned to attend for examina- 
 tion has a locus standi to appeal against the order, except 
 where there is a want of jurisdiction to issue the summons, 
 or make the order (k) ; but it seems that he has in a case 
 of oppression, or abuse of the process of the Court (/)• 
 
 How the application is to be made. — The liquidator applies 
 ex parte (m), and, as a general rule, he makes no affidavit, 
 
 Ch. 687; Troiver and Lawson's 
 Case, 14 Eq. 8 (a partner) ; Mer- 
 cantile Credit Assoc, Clement's 
 Case, 13 Eq. 179, n. 
 
 (a) Clement's Case, supra ; Exp. 
 Carver, supra ; Ex p. Carter, 40 
 L. J. Ch. 15; Mexican and South 
 American Co., Ex p. Aston, 27 
 Beav. 474. 
 
 (b) DruiWs Case, 14 Eq. 6; 
 s. c. nom. Forbes' s Case, 41 L. J. 
 Ch. 407; Smith, Knight, A Co., 
 4 Ch. 421 ; Bloxam's Case, 36 L.J. 
 Ch. 687. 
 
 (c) Barned's Banking Co., 2 Ch. 
 350 ; GoocKs Case, 7 Cm 207. See 
 Sir John Moore Mining Co., 37 
 L. T. 242. 
 
 (d) Contract Corp., 6 Ch. 145. 
 
 (e) Accidental and Marine Ins. 
 Corp., Mercati's Case, 5 Eq. 22. 
 
 But see Tyne Chemical Co., 43 
 L. J. Ch. 354, where there is an 
 alleged counter-claim by the com- 
 pany. 
 
 (/) Contract Corp., supra; 
 Smith, Knight, & Co., supra. 
 
 (g) London and Lancashire 
 Paper Mills Co. (No. 2), Scott's 
 Case, 57 L. J. Ch. 766. 
 
 (A) Gold Co., 12 Ch. D. 77. 
 
 (i) lb., Eeiron's Case, 15 Ch. D. 
 139. 
 
 (k) See North Australian Terri- 
 tory Co., 45 Ch. D. 87; Whit- 
 worth's Case, 19 Ch. D. 118 ; Scott's 
 Case, supra. 
 
 (I) Gold Co., supra ; Ileiron's 
 Case, supra ; Forth Australian 
 Territory Co., supra. 
 
 (m) Ericker's Case, 13 Ea. 178.
 
 How the Application is made. 
 
 201 
 
 because it is not desirable to put anything on the_ file 
 which can be inspected by the person against whom it is 
 intended to proceed, and thus enable him to defeat the 
 object of the proceeding (a). 
 
 A voluntary liquidator applies by motion under s. 138 
 for liberty to issue a summons under s. 115 (&). 
 
 A contributory can also apply, whether under a com- 
 pulsory or a voluntary winding-up (c), but he must give 
 notice to the liquidator. A contributory also files no 
 evidence (d), though the liquidator may require him to 
 do so(e). If, when the liquidator gets the notice, he 
 informs the Court that he is about to institute proceedings, 
 the Court will not interfere with him, because it is the 
 better and the usual course to entrust the examination to 
 the liquidator, as he is under the control of the Court, and 
 represents the whole company, creditors and contributories. 
 But if he refuses to take up the case, the Court may 
 authorize the contributory who applies (/). When com- 
 mitting an examination to some creditor or contributory, 
 the judge points out the extent and limits of that examina- 
 tion ; and an order may be made although there is no 
 ground for removing the liquidator. A person contending 
 that another person's name should be put on the list can 
 obtain the benefit of this section (g). 
 
 Securing attendance. — The proper mode of obtaining the 
 attendance of a person for examination under ss. 115 and 117 
 is by summons, and not by subpoena (h). So, also, as to 
 obtaining the production, under s. 115, before an examiner 
 in the liquidation, of any books or documents relating to the 
 company in the custody or power of any officer or person (i). 
 An appointment should be obtained in order to procure the 
 issue of the summons, which will be issued by the registrar 
 if the circumstances are such as to require it. 
 
 («) Gold Co., 12 Ch. D. 77, 83. 
 (6) Mercantile Discount Co., 
 W. N. 1866, p. 21. 
 
 (c) Penysyflog Iron Co., 30 L. T. 
 861. 
 
 (d) Whitworth's Case, supra, per 
 Jesse], M.R., at p. 20. 
 
 (e) Per Chitty, J., Imperial 
 Continental Water Co., 33 Ch. D., 
 at p. 317. 
 
 (J) lb., WliitioortKs Case, 19 
 Ch. D. 118, 120, per Jessel, M.R. 
 See Penysyflog Iron Co., 30 L. T. 
 861, as to applications by persons 
 
 Chap. 
 XI. 
 
 Prelimi- 
 nary Ex- 
 amina- 
 tion of 
 Officials 
 and 
 
 OTHERS. 
 
 not under the control of the Court. 
 
 (g) Overend, Gurney, & Co., 
 Ex p. Musgrave, 16 L. T. 378. 
 
 (/>) Re Westmoreland Green and 
 Blue Slate Co. (1892), W. N. 2 ; 
 66 L. T. 52 ; English Joint Stock 
 Bank, 3 Eq. 203; Gold Co., 12 
 Ch. D. 77, 82 ; Credit Co. v. Web- 
 ster, infra. See form of summons, 
 p. 575. 
 
 (0 Credit Co. v. Webster, 53 
 L. T. 419. See infra as to docu- 
 ments.
 
 202 
 
 What questions must be answered. 
 
 Chap. 
 XI. 
 
 Prelimi- 
 nary Ex- 
 amina- 
 tion OF 
 Officials 
 and 
 
 OTHERS. 
 
 No special authority from the judge is required before 
 the registrar issues the summons (a). 
 
 The witness is hound to attend to be examined after 
 reasonable notice, and the forty-eight hours' notice 
 formerly required by the 22nd General Order of the 5th 
 February, 1861, does not apply to such a witness (b). 
 
 The section provides that a reasonable sum for expenses 
 must be tendered. 
 
 If any person, after being summoned and tendered the 
 expenses above referred to, refuse to attend, without any 
 lawful impediment allowed by the Court, the Court may 
 cause such person to be apprehended, and brought before 
 it for examination. And witnesses summoned under s. 
 115, and refusing to attend, may be made to pay the costs 
 of compelling their attendance (c). Where a subpoena was 
 issued instead of a summons the motion was dismissed 
 with costs (d). 
 
 A witness refusing to answer may be committed for con- 
 tempt (e). But it has been held in bankruptcy that a 
 member of Parliament then in session is privileged from 
 arrest (/). 
 
 It seems, as under the former practice, that the motion for 
 committal should be supported by an affidavit of due service of 
 a subpoena and notice to attend (g). 
 
 What questions must be answered. — A witness must give 
 all the information in his power likely to assist the 
 liquidator, and cannot refuse to answer questions because 
 the information sought to be elicited would be hearsay 
 evidence (h). Lord Justice Baggallay (?) has said that 
 
 («) Nowg'ong Tea Co., 16 L. T. 
 47. 
 
 (b) North Wheal Exmouth Min- 
 ing Co., 31 Beav. 628. See now 
 E. S. C. 1883, 0. 37. 
 
 (c) As to notice of motion, see 
 Trower and Lawson's Case, 14 Eq. 
 8 ; Lisbon Steam Tramways Co., 
 2 Ch. D. 575 ; Silkstone and Dod- 
 xvorth Coal Co., 19 Ch. D. 118. 
 As to a witness in Scotland sum- 
 moned under s. 127, see He Tyne 
 Chemical Co., 43 L. J. Ch. 354. 
 
 (d) Westmoreland Green and 
 Blue Slate Co., 66 L. T. 52 ; W. N. 
 (1892), p. 2. 
 
 (e) Ex p. Fernandez, 30 L. J. 
 C. P. 320 ; Stone's Case, 3 De G. 
 & S. 120. 
 
 (/) Be Armstrong [1892], 1 Q. B. 
 327. 
 
 (</) See Daniel, 643-4; Daniel's 
 Forms, 1014. 
 
 (h) Ottoman Co., 15 W. K. 
 1069. See Financial Ins. Co., 36 
 L. J. Ch. 687. As to a stockbroker 
 being bound to discover the names 
 of persons for whom he had pur- 
 chased shares, see Mexican and 
 South American Co., Ex p. Aston, 
 27 Beav. 474. 
 
 (0 Whitworth's Case, 19 Ch. D. 
 118, 121. As to answer tending to 
 criminate, see Ex p. Reynolds, 20 
 Ch. D. 294. See Ex p. Tilly, 20 
 Q. B. D. 518 ; Ex p. Webber, Be 
 London Gas Meter Co., 20 W. K. 
 394.
 
 Filing and Inspection of Depositions. 203 
 
 the only matters as to which the witness can refuse to Chap, 
 
 answer are matters in which he may incriminate himself, XI. 
 
 and matters involving professional confidence. If the ' 
 
 question involves disclosure of matters with which the „f__ v " 
 
 • 1 1 1 i. NAKY ili-V- 
 
 litigant parties have nothing to do, he may appeal to AMINA . 
 the judge to release him from answering the question, but tion of 
 the decision of the judge ought to he final and not subject Officials 
 to appeal. m ^ ERS 
 
 And where a contributory who had executed a composi- \ 
 
 tion deed was summoned by the liquidator for examina- 
 tion, and was asked, "Did you not promise some of your 
 creditors something beyond the composition as an induce- 
 ment to execute the deed?" it was held, that he was not 
 entitled to demur to the question, on the ground that the 
 Bankruptcy Court had exclusive jurisdiction (a). 
 
 Shorthand note. — The Court or the officer before whom 
 the examination is directed to be held may appoint a 
 person to take a shorthand note of the proceedings (6). 
 
 Filing and inspection of depositions. — It has recently been 
 held that in a winding-up by the Court, every contributory, 
 and every creditor, whose claim or proof has been admitted, 
 is entitled as of right to inspect and take copies of all 
 depositions of evidence taken at a private examination 
 under s. 115, whether the evidence was given by himself or 
 by other persons (c). The effect of the decision has been 
 nullified by a rule issued in November, 1895 (d) . Re Standard 
 Gold Co. was a decision on the C. W. Rules of April, 1892, 
 Nos. 11 and 32. Those rules do not apply to a winding-up 
 voluntarily or under supervision, in which case rule 58 of 
 the General Order of 1862 applies, on which it has been 
 held that such depositions need not be placed on the file (e) 
 and cannot be inspected. Persons who are neither creditors 
 nor contributories cannot inspect the depositions (/). 
 It has been held in bankruptcy that depositions taken 
 under the similar section of the Bankruptcy Act, 1883 
 (s. 27), are entitled to privilege in a subsequent action by 
 the trustee in bankruptcy (g). 
 
 The examination takes place in the presence of the 
 
 (a) Ex p. Webber, supra. (e) London and Lancashire 
 
 (6) See C. W. U. R. 1890, r. 16, Paper Mills Co. (2), Scotfs Case, 
 
 post, p. 317, which applies to any 57 L. J. Ch. 766. 
 
 examination under the Companies (/) North Australian Territory 
 
 Acts, 1862 to 1890. Co. v. Coldsborough, Mort, & Co. 
 
 (c) /Standard Gold Mining Co. [1893], 2 Ch. 381. 
 
 [1895], 2 Ch. 545. (g) Learoyd v. Halifax Joint 
 
 (d) See post, Part II., p. 374. Stock Bank [1892], 1 Ch. 686.
 
 204 
 
 Production of Documents. 
 
 Chap. 
 XI. 
 
 Prelimi- 
 nary Ex- 
 amina- 
 tion of 
 Officials 
 and 
 
 OTHERS. 
 
 parties, their counsel, solicitors, or agents, and the witnesses 
 are subject to cross-examination and re-examination. The 
 solicitor and counsel may protect the witness, and advise 
 him whether or not he is hound to answer, and also pro- 
 bably draw his attention to any statement in the course of 
 the examination as to which explanation may be desirable, 
 or to different portions of the evidence, actually given, for 
 the purpose of making the evidence, upon the whole and 
 taken altogether, a fair and proper representation of his 
 evidence on the matters as to which he is examined (a). 
 
 With the object of assisting the witness, his counsel and 
 solicitor, in the re-examination, they are at liberty to take 
 and, for that purpose only, carry away notes of the examina- 
 tion (b). They should be destroyed afterwards (//). The 
 liquidator is entitled to have his clerk present to assist him 
 with information as to the accounts, and his solicitor's clerk 
 to take notes for purposes of cross-examination (c). These 
 notes should be destroyed afterwards. 
 
 Any person described in s. 115 may be compelled to 
 produce any documents in his custody or power relating to 
 the company. But this power of compelling the production 
 of documents only extends to such documents as may 
 be required to be produced consistently with established 
 rules (d). The Court will not make an order ex parte for the 
 delivery of documents to the liquidator by the manager of 
 a company (e). The production of documents is without 
 prejudice to any lien (as to which the Court has jurisdiction 
 to determine all questions) ; and the company's solicitors 
 are compellable by summons under s. 115 to produce 
 documents relating to the company in their possession, 
 notwithstanding a lien for costs (/). 
 
 The office of the examiner is not a public court, and the 
 public cannot be admitted if objected to (g). 
 
 (a) Cambrian Mining Co., 20 
 Ch. D. 376, 378. See also Breech- 
 loading Armoury Co., lie Mer- 
 chants' Co., 4 Eq. 453. 
 
 (b) lb. See Beseltine & Son, 
 W. N. 1891, p. 25. 
 
 (c) Heseltine & Son, W. N. 
 1891, p. 25. 
 
 (d) See supra, as to securing at- 
 tendance and production of docu- 
 ments. See 11. S. C. 1883, 0. 37, 
 r. 7, as to order for attendance of 
 person to produce documents; 
 Central News Co. v. Eastern Tele- 
 graph Co., W. N. 1884, p. 23. 
 
 (e) Commercial Union Wine Co., 
 35 lieav. 35. 
 
 (/) Ex p. Paine and Layton, 4 
 Ch. 215 ; Cameron's Coalbrook By. 
 Co., 25 Beav. 1. But see Potter s 
 Case, 1 De G. & S. 728. See Exp. 
 Pulbrook, L. R. 4 Ch. 627, as to 
 the liquidator's solicitor. 
 
 (g) Western of Canada Oil, &c, 
 Co., 6 Ch. D. 109 (a confidential 
 cleik of firm principally concerned 
 in transaction under inquiry) ; 
 Creys Brewery Co., infra. But see 
 Heseltine & Son, W. N. 1891, p. 25 
 (clerk to liquidator). Cf. Wright v.
 
 Use of Depositions as Evidence. 
 
 205 
 
 Examinations under s. 115 are intended for the informa- 
 tion of the liquidator, and it is a contempt of Court to 
 publish prematurely the proceedings thereon (a). 
 
 Admitted creditors of a company in course of winding- 
 up have not a general right, under r. 60 of the G. 0. 1862, 
 or C. W. U. R. 1890, r. 173, to attend an examination 
 under s. 115, but the Court in its discretion may allow the 
 attendance (b). So, a person who has made a claim as a 
 creditor, and has liberty to attend, has no right to be 
 present at an examination of a former officer of the com- 
 pany with a view to obtaining information as to the 
 circumstances under which his claim arose (c). 
 
 Contributories have been allowed to attend, at their own 
 expense, and to examine and cross-examine persons ex- 
 amined by the liquidator (d). 
 
 Any person wilfully and corruptly giving false evidence 
 is liable to the penalties of wilful perjury (e). 
 
 Use of depositions as evidence. — It is settled that the 
 information obtained by a liquidator or a contributory, 
 under s. 115, is mere information obtained for his guidance 
 and for the guidance of the Court in considering what is 
 to be done. It is not evidence, and it cannot be made 
 evidence against another party, and it can only be made 
 evidence against the person who is examined if he is 
 made a witness, and if he is challenged with it, and it 
 is put in as an admission by him (/). There is no more 
 reason why depositions obtained in this way should be 
 submitted to the shareholders of the company generally 
 than there is that any other information obtained by the 
 liquidator should be shewn to them. If the depositions 
 taken under s. 115 are to be used as evidence against the 
 deponent (g), notice should be given. Depositions taken 
 under s. 115 by the liquidator are not admissible in 
 evidence against persons in whose absence they have been 
 
 Chap. 
 XI. 
 
 Prelimi- 
 nary Ex- 
 amina- 
 tion OF 
 Officials 
 and 
 
 OTHERS. 
 
 Wilkin, 24 W. R. 643. As to short- 
 hand writer, see Wright v. Wilkin, 
 supra ; Ex p. Curzon, 6 W. R. 141. 
 (u) American Exchange in Eu- 
 rope, 58 L. J. Ch. 706. 
 
 (b) Greys Brewery Co., 25 Ch. D. 
 400. See also Empire Assce. Corp., 
 17 L. T. 488; Merchants' 1 Co., 4 
 Eq. 454. Cf. Brampton, &c, By. 
 Co., 11 Eq. 428. 
 
 (c) Norwich Equitable Insce. Co., 
 27 Ch. D. 515. But cf Empire 
 Ass. Corp., 17 L. T. 488, as to 
 
 leave to attend and cross-examine. 
 
 (d) Whitworth's Case, 19 Ch. D. 
 118; Brampton, &c, By. Co., 
 supra. 
 
 (e) S. 169 of 1862 Act. 
 
 (/) See North Australian Terri- 
 tory Co. v. Goldsborough, Mort, & 
 Co. [1893], 2 Ch. 381. 
 
 (g) Bugh and Shar mail's Case, 
 13 Eq. 566; Ex p. Halt, Be Cooper, 
 19 Ch. D. 580; B. v. Coote, L. It. 
 4 P. C. 599. See Lisbon Steam 
 Tramway Co., 2 Ch. D. 575.
 
 20G 
 
 Use of Depositions as Evidence. 
 
 Chap. 
 XI. 
 
 Prelimi- 
 nary Ex- 
 amina- 
 tion OF 
 Officials 
 
 AND 
 OTHERS. 
 
 taken, even though such persons have obtained an order 
 requiring the liquidator to specify the depositions or parts 
 of depositions on which he intends to rely against them, 
 and he has accordingly specified the depositions which he 
 desires to use (a). 
 
 The depositions might be made evidence by being em- 
 bodied in an affidavit, or by examining in the presence of 
 the opposite party the person who has made them (b). 
 
 (a) Great Western (Forest of 
 Bean) Coal, &c, Co., 54 L. J. Ch. 
 50G, p. 37. 
 
 (//) Norvnch Equitable Ins. Co., 
 27 Cb. D. at p. 521.
 
 Power to investigate Conduct. 
 
 207 
 
 CHAPTER XII. 
 
 MISFEASANCE OR FRAUD OF DIRECTORS AND OFFICERS, &C. 
 
 Power to investigate conduct. 
 
 Bribes and gifts of shares, &c. 
 
 Promoter. 
 
 What must he accounted for. 
 
 Motion to commit. 
 
 Statute of Limitations. 
 Personal liability of directors, &c. 
 Prosecution of directors, &c. 
 Bankruptcy of directors. 
 One-man companies. 
 
 Power to investigate conduct. — The power of the Court to 
 assess damages against delinquent directors and officers 
 was formerly regulated by s. 165 of the Act of 1862, 
 whether the winding-up of any company was compuisorily, 
 under supervision, or, upon an application under s. 138 (a), 
 voluntarily (b). That section is now repealed by the Act 
 of 1890, and s. 10 of the last-mentioned Act is substituted. 
 Where, now, in the course of the winding-up of a company 
 under the Companies Acts it appears that any person who 
 has taken part in the formation or promotion of the com- 
 pany, or any past or present director, manager, liquidator, 
 or other officer (at the time wdien the misfeasance com- 
 plained of was committed (c)) of the company, has mis- 
 applied or retained or become liable or accountable for any 
 moneys or property of the company, or been guilty of any 
 misfeasance or breach of trust in relation to the company, 
 the Court may, on the application of the Official Receiver, or 
 of the liquidator (d) of the company, or of any creditor (e) or 
 contributory (/) of the company, examine into the conduct 
 of such promoter, director, manager, liquidator, or other 
 
 (a) Banlcof Gibraltar and Malta, 
 1 Ch. 09. 
 
 (b) nance's Case, 6 Ch. 104. 
 
 (c) McKay's Case, 2 Ch. D. 1. 
 
 (d) See National Funds Ass. 
 Co., 10 Ch. D. 118, as to his right 
 to applv ; British Guardian Co., 
 14 Ch. D. 335, infra. 
 
 (e) A policy-holder is a creditor, 
 British Guardian Co., supra. As 
 
 Chap. 
 XII. 
 
 Misfeas- 
 ance or 
 Fraud of 
 Direc- 
 tors and 
 Officers, 
 &c. 
 
 Ci.A 
 
 
 to what transactions the Gompany 
 or a creditor cannot attack, see 
 Bronfield, &c, Coal Co., 17 Ch. D. 
 76, 97, but as to ultra vires trans- 
 action which the liquidator can 
 attack, see Exchange Banking Co., 
 21 Ch. D. 519. 
 
 (/) Not a bankrupt, Cape Breton 
 Co., 19 Ch. D. 77.
 
 208 
 
 S. 10 of the 1890 Act. 
 
 Chap. 
 XII. 
 
 Misfeas- 
 ance OR 
 Fraud of 
 Direc- 
 tors and 
 Officers, 
 &c. 
 
 officer of the company, and compel him to repay any 
 moneys or restore any property so misapplied or retained, 
 or for which he has become liable or accountable, together 
 with interest after such rate as the Court thinks just, or 
 to contribute such sums of money to the assets of the 
 company by way of compensation in respect of such mis- 
 application, retainer, misfeasance, or breach of trust as 
 the Court thinks just (a). The provisions of this section 
 apply in the winding-up of any company under the Com- 
 panies Acts whether the same is being wound up by, or 
 subject to the supervision of, the Court, or is being wound 
 up voluntarily, and whether the winding-up commenced before 
 or after the passing of the Act o/1890, and notwithstanding 
 that the offence is one for which the offender may be 
 criminally responsible (a). The above section is substan- 
 tially the same as s. 165 of the Act of 18G2, but it extends 
 the provisions of s. 165 to persons taking part in the 
 formation or promotion of any company; and it also 
 includes "property" as well as "moneys." A creditor 
 may be joined with the liquidator in the application, if any 
 objection is taken on the ground that the claim is not one 
 which the company itself might have enforced if it were 
 not in course of liquidation (&). It does not, however, 
 appear to be necessary that the claim should be of this 
 description. 
 
 It seems that a fully paid-up shareholder cannot make 
 the application, as a contributory (c), under the section, 
 for an applicant must shew that the breach of duty has 
 resulted in loss to the assets of the company, and that he 
 has a direct pecuniary interest in the success of the 
 application. 
 
 A summons under s. 10 cannot be served out of the juris- 
 diction (d). 
 
 The secretary of the company is within this section (e) ; 
 a person who acts de facto as an officer cannot escape 
 liability on the ground that he was not properly ap- 
 pointed (/). 
 
 This summary jurisdiction cannot be exercised against 
 
 (a) S. 10 of the Act of 1890. 
 
 (b) British Guardian Co., supra, 
 National Funds Ass. Co., _ supra 
 (summons amended by joining 
 creditor). 
 
 (c) Cavendish- Bentinch v. Fenn, 
 12 App. C;ip. 652. 
 
 (d) Be Cliff, Edwards v. Brown 
 [1895], 2 Ch. 21; Anglo-African 
 
 Steamship Co., 32 Ch. D. 348; Be 
 Busfield, 32 Ch. D. 123; Nathan, 
 Newman, & Co., 35 Ch. D. 1. 
 
 (e) Me Kay's Case, supra ; 
 Mutual Aid, &c, Building Soc., 49 
 L. T. 530 ; Staph ford Colliery Co., 
 42 L. T. 12. 
 
 (f) Coventry and Dixon's Case, 
 14 Ch. D. COO.
 
 Who is within the Section. 209 
 
 the executors of a deceased director or officer (a). Nor Chap, 
 is a banker within it (b) ; nor a solicitor who acts for a XII. 
 
 company at the time of its formation prima, facie liable (c). 
 
 But a solicitor to a building society was held liable where Misfe as- 
 he was paid by salary, and he was practically in the fr^^f 
 position of financial manager of the society (d). And an d irec - 
 application is maintainable against the survivors of a body tors and 
 of directors whose wrongful acts are complained of (e) ; Officers, 
 
 and also against trustees in whose name part of the : 
 
 premiums on policies should have been invested (/). The 
 manager or auditor of a company has been held liable in 
 an action in respect of delusive balance sheets (g), and 
 auditors appointed by a banking company pursuant to the 
 Companies Act, 1879, s. 7, and spoken of as officers of the 
 company in the articles of association, are " officers " within 
 s. 10 (h). So also are auditors of any company where the 
 articles of association, so far as they relate to the audit of 
 its accounts, are in substance the same as the audit 
 articles of Table A to the Companies Act, 18G2 (i). But 
 it seems that an auditor called in to make a particular 
 audit for a company other than a banking company is not 
 within the section (&). 
 
 Although it is not the duty of auditors to consider whether 
 the company's business is prudently or imprudently con- 
 ducted, it is their duty to consider and report to the 
 shareholders whether the balance sheet exhibits a correct 
 view of the state of the company's affairs and the true 
 financial position of the company at the time of the audit. 
 They must ascertain this by examining the books of the 
 company, and must take reasonable care that what they 
 certify as the company's position is true. And except 
 in very special cases it is their duty to place before tiie 
 shareholders the necessary information as to the true 
 
 («) Feltom's Executor's Case, 1 (/) British Guardian Co., W. N. 
 
 Eq. 219 ; British Guardian Co., 18S0, p. 63. As to s. 38 of the Act 
 
 14 Oh. D. 335 ; but as to their of 1867, see Cornell v. Hay, L. II. 
 
 liability to an action, see Bamskill 8 0. P. 328. 
 
 v. Edwards, 31 Oh. D. 100; Leeds (g) Leeds Estate Building and 
 
 Estate Co. v. Shepherd, cited infra. Investment Co. v. Shepherd, 36 Oh. 
 
 (b) Be National Bank, 10 Eq. D. 787. See this case as to the 
 298. duty of an auditor of a company. 
 
 (c) Great Wheal Folgooth, 53 (h) Be Londonand General Bank 
 L. J. Ch. 42 ; Great Western Forest [1895], 2 Ch. 166. 
 
 of Dean Coal Co., Carter's Case, (i) Kingston Cotton Mills 
 
 31 Ch. D. 896. [1896], 1 Ch. 6. 
 
 (d) Liberator Building Soc, 71 (k) Be London and General 
 L. T. 406. Bank, supra. 
 
 (e) British Guardian Co., supra. 
 
 E.W. P
 
 210 
 
 Section 10 of the 1890 Act. 
 
 Chap. 
 XII. 
 
 Misfeas- 
 ance or 
 Fraud of 
 Direc- 
 tors and 
 Officers, 
 &c. 
 
 financial position of the company, and not merely to indi- 
 cate the means of acquiring it (a). Where an auditor 
 presented a confidential report to the directors, calling 
 their attention to the insufficiency of the securities on 
 which the capital of the company was invested, and the 
 difficulty of realizing them, but in his report to the share- 
 holders merely stated that the value of the assets was 
 dependent on realization, and in the result the share- 
 holders were deceived as to the condition of the company, 
 and a dividend was declared out of capital and not out 
 of income, the auditor was held liable to make good 
 the amount of the dividend paid (a). For a comparison 
 between the position of a director and an ordinary trustee, 
 see the case below (6). 
 
 The Court is now in favour of a wide construction of this 
 power (c) ; but the section does not create any new liability 
 or any new right, and only provides a summary mode of 
 enforcing rights which must otherwise have been enforced 
 by the ordinary procedure of the Courts (d) . 
 
 The liquidator or applicant must shew something which 
 would have been the ground of an action by the company 
 if it had not been wound up ; that is to say, breach of 
 trust or misfeasance in the nature of breach of trust (<?); 
 and there must be some act resulting in actual loss to 
 the company (/) ; and a direct pecuniary interest in the 
 success of the application (g). The summary process is 
 not limited to acts partaking of a criminal character, but 
 applies to every case in which misfeasance by the directors 
 can be established. Where the alleged misfeasance con- 
 sists of an act which is not ultra vires, and not fraudu- 
 lent or dishonest, the directors are not liable unless it 
 can be shewn that they did not really exercise their 
 discretion and judgment as such directors, and that the 
 
 (rt) London and General Bank 
 (2) [1895], 2 Ch. 673. 
 
 (b) Faure Electric Accumulator 
 Co., 40 Ch. D. 141. 
 
 (c) Stringer's Case, 4 Ch. 475. 
 See Alexandra Palace Co., 21 Ch. D. 
 149, where dividends were paid out 
 of capital.^ See the old cases, Bank 
 of Gibraltar and Malta, supra ; 
 Royal Hotel of Great Yarmouth, 
 4 Eq. 244. 
 
 (d) Coventry and Dixon's Case, 
 14 Ch. D. 660; Cape Breton Co., 
 29 Ch. D. 795 ; affirmed in Caven- 
 dish-Bentiiick v. Finn, 12 App. 
 
 Cas. 652; Exchange Banking Co., 
 supra; Forest of Bean Coal Co., 
 infra. See Ladywell Mining Co. 
 v. Brookes & Huggons, 35 Ch. D. 
 400. As to advances by a loan 
 society alleged to be ultra vires, 
 see Grimwade v. Mutual Soc, 52 
 L. T. 409. 
 
 (e) Coventry and Dixon's Case, 
 supra. See Ambrose Lake Tin Co., 
 14 Ch. D. 390; British Seamless 
 Box Co., 17 Ch. D. 467. 
 
 (/) lb. 
 
 (g) Cavendish-Bentinck v. Fenn, 
 supra.
 
 Section 10 of the 1890 Act. 
 
 211 
 
 omission to do so resulted in loss or damage to the 
 company (a). Mere non-feasance is not within the scope 
 of the 10th section of the Act of 1890 (B). But mis- 
 feasance includes such non-feasance as is negligence 
 amounting to a breach of trust (c). The Court, however, 
 will not allow the liquidator to make an unfair use of the 
 power (d). 
 
 The application should be made within a reasonable 
 time, or otherwise it may be treated as a stale demand (V). 
 The liquidator frequently before commencing proceedings 
 for misfeasance, examines the person proposed to be made 
 liable, as described in the last chapter, under s. 115. 
 Unless a special case is shewn, applications of this nature 
 must be heard as applications on affidavit evidence (/). 
 Whether the misfeasance be non-disclosure or not, the 
 onus of proving the case is on the applicant. Where rescis- 
 sion is claimed, if it is shewn that a person taking part in 
 the transaction of purchase was himself one of the vendors, 
 the onus would be on him of shewing that he made full 
 disclosure. But when an applicant seeks to establish a 
 case of misfeasance, it is necessary for him to give evidence 
 of all the elements that go to make up that misfeas- 
 ance (g). 
 
 The Court can, in a proper case, order the liquidator to 
 give security for costs on an application under this section, 
 as, for instance, when delay and inability of the company 
 to pay the costs are shewn (//). 
 
 The following are other examples as to when this summary 
 jurisdiction will be exercised : — 
 
 Persons acting as directors without qualification cannot 
 be made liable without shewing some damage to the com- 
 pany (0- 
 
 A director has been ordered to repay a dividend declared 
 
 Chap. 
 XII. 
 
 (a) New Mashonaland Explora- 
 tion Co. [1892], 3 Ch. 577; Liver- 
 pool Household Stores, 62 L. T. 873. 
 
 (b) Wedgwood Coal Co., 31 
 W. E. 181 ; Forest of Bean Coal 
 Co., 10 Oh. D. 450. 
 
 (c) Liverpool Household Stores 
 Assoc., supra. 
 
 (d) Forest of Dean Coal Co., 10 
 Oh. D. 450. See Perry's Case, 34 
 L. T. 716. 
 
 (e) Alexandra Palace Co., 21 
 Ch. D. 149 ; London Financial 
 Assoc, v. Kelk, 26 Ch. D. 107. But 
 cf. Mammoth Copptropolis of Utah, 
 
 50 L. J. Ch. 11 ; 43 L. T. 754. See 
 infra, p. 220, as to the Statute of 
 Limitations. 
 
 (/) Faure Electric Accumulator 
 Co., 58 L. T. 4 2. 
 
 (g) Cavendish-Bentinck v. Font, 
 supra. As to evidence of non-dis- 
 closure, see too Archers Case [1892], 
 1 Ch. 332. 
 
 (h) Seventh East Central Build- 
 in;/ Soc, 51 L. T. 109. But see 
 this case post, p. 256. Cf. Pooley 
 v. Wlietham, 28 Ch. D. 38; and 
 Cornell v. Taylor, 31 Ch. D. 34. 
 
 (t) Coventry s Case, supra.
 
 212 
 
 Examples of Misfeasance. 
 
 Chap. 
 XII. 
 
 Misfeas- 
 ance or 
 Fraud of 
 Direc- 
 tors and 
 Officers, 
 &c. 
 
 and paid under a fraudulent and delusive balance-sheet (a). 
 But an innocent director is not liable for the fraud of his 
 co-directors in issuing to the shareholders false and fraudu- 
 lent reports and balance-sheets, if the books and accounts 
 of the company have been kept and audited by duly 
 appointed and responsible officers, and he has no ground 
 for suspecting fraud. Consequently, if such a director has 
 received, together with the other shareholders, dividends 
 declared and paid in pursuance of such reports and balance- 
 sheets, such dividends having been, in fact, payments out 
 of capital, he cannot be called upon, under s. 10 of the Act 
 of 1890, to repay the dividends so paid, nor even the 
 dividends received by himself (&). 
 
 A director is not bound to examine entries in any of the 
 company's books ; nor is the doctrine of constructive notice 
 to be so extended as to impute to him a knowledge of the 
 contents of the books (c). But where the directors fall 
 short of the standard of care which they ought to apply to 
 the affairs of the company, the onus is upon them to shew 
 that dividends have been paid out of pro tits (d). 
 
 Directors have been compelled to refund dividends im- 
 properly paid to shareholders out of capital, upon the appli- 
 cation of the liquidator (e), and the fact that the capital 
 improperly applied has been distributed pro rata among the 
 whole body of shareholders will not protect the directors (e) ; 
 
 («) Stringt r's Case, supra. See 
 also Ranees Case, 6 Ch. 104 ; Leeds 
 Estate Building, &c, Co. v. Shep- 
 herd, supra. 
 
 (6) Denham & Co. (No. 1), 25 
 Ch. D. 752. See Grimivade v. 
 Mutual Soc, 52 L. T. 409, as to 
 non-liability for errors of actuaries 
 and accountants, and Perry's Case, 
 supra, as to misfeasance of co- 
 directors without knowledge of 
 directors against whom a claim is 
 made. See Mutual Aid, &c, Build- 
 ing Soc., 49 L. T. 530, as to a 
 secretary's liability for misfeasance 
 of clerk. 
 
 (c) See note (b), supra. 
 
 (d) Leeds Estate Building and 
 Investment Co. v. Shepherd, 30 ( 'li. 
 ]). 787. 
 
 (e) National Funds Ass. Co., 10 
 Ch. D. 118, where a creditor was 
 joined to obviate any question : Ox- 
 ford Building, &e., Soc., 35 Ch. J). 
 502, where the summons was by a 
 
 creditor, and the order was made 
 without prejudice to the right to 
 recover from shareholders. See this 
 case as to the Act giving new rights 
 after the winding-up, which are 
 enforceable where the company 
 could not have recovered. See also 
 and consider Exchange Banking Co., 
 21 Ch. D. 519 (joint and several 
 liability) ; Alexandra Palace Co., 
 supra ; Denham & Co. (No. 1), 
 supra, an application by creditors. 
 Ljceds Estate Building and Invest- 
 ment Co. v. Shepherd, supra, an 
 ;i(i ion by a company in liquidation. 
 As to an express power, also, in the 
 company's articles, see Guinness v. 
 Land Corp. of Ireland, 22 Ch. D. 
 349. As to wasting property or 
 wear and tear, and not providing a 
 sinking fund, see Lee v. Nmchatel 
 AspAalte Co., 41 Ch. D. 1 ; Kehoe 
 v. Waterford and Limerick Hall- 
 way Co., 21 L. R. Ir. 221.
 
 Examples of Misfeasance. 
 
 213 
 
 the liability of the directors is joint and several for the 
 whole amount misapplied, with a right to recover from the 
 shareholders (a), but the estate of a deceased director is 
 only liable for so much as the deceased director himself 
 received (b) ; to pay calls made on shares improperly 
 allotted to infant children (c) ; to pay funds misappro- 
 priated and paid to a promoter of the company (d) ; to 
 repay the value of shares received as a present for placing 
 shares (e) ; directors' fees or remuneration improperly 
 paid (,/') and sums paid nominally for preliminary ex- 
 penses, but in fact for fraudulently raising the price of the 
 company's shares in the market (g). So they have been 
 made liable for loss by making unauthorized advances (h) ; 
 but the director must be shewn to have taken an active 
 part in the investment ; mere presence at a meeting at 
 which the minutes of the meeting at which the advance 
 was made are read and confirmed, is not sufficient (i) ; for 
 gross negligence where there has been crassa negligentia, 
 amounting to fraud (k) ; for, it seems, a transaction amount- 
 ing to a fraudulent preference (0 ; for all cases amounting 
 to a breach of trust (m) ; for improper profits (n) ; for mis- 
 appropriating the company's money for private specula- 
 tions (o) ; for payment of the company's moneys for 
 
 (a) Oxford Benefit Building 
 Society, supra; National Funds 
 Ass. Co., sujwa. 
 
 <b) Re Kennard, 11 T. L. R. 283. 
 
 (c) Ex p. Wilson, Crenver, &c, 
 Mining Co., 8 Ch. 45. 
 
 (d) Anglo-French Co-operative 
 Soc, 21 Ch. D. 492. 
 
 (e) Fitzroy Bessemer Steel, &c, 
 Co., 50 L. T. 144. But see on 
 appeal (33 W. R. 312), a compromise 
 was made on payment of a faxed 
 sum by the appellant. See this 
 case as to the amount payable on 
 valueless shares. 
 
 (/') Public Supply Assoc., W.N. 
 1880, p. 10G ; Hunt's Case, 37 L. J. 
 Ch. 278 ; Oxford Building, &c., 
 Soc., supra ; Whitehall Court, Ld., 
 56 L. T. 280. 
 
 (<l) Railway Light Improvement 
 Co.\ 28 W. R. 541. 
 
 (h) Bands Allotment Co. [1894], 
 1 Ch. 6K>; Caledonian Heritable 
 Security Co. v. Curmr's Trustee, 9 
 C. of S. Cas. 1115 (Sc). 
 
 (/) Lands Allotment Co., supra. 
 
 (/r) Out re nd, Gurney, & Co. v. 
 
 Chap. 
 XII. 
 
 MlSFEAS- 
 ANCK OR 
 FlIAUD OP 
 
 Direc- 
 tors AND 
 Officers, 
 &c. 
 
 Gurney, L. R. 5 H. L. 480 ; but 
 as to crassa negligentia, see per 
 Vaughan Williams, J., Neiu Ma- 
 shonaland Co. [1892], 3 Ch. 583. 
 " Crassa negligentia is a term to 
 be got rid of ; " Railway Light 
 Improvement Co., supra; Perry's 
 Case, 34 L. T. 716. See Turguand 
 v. Marshall, 4 Ch. 376. 
 
 (I) Liverpool and London Guar- 
 antee Insce. Co., 46 L. T. 54 ; 30 
 W. R. 378, where set-off by directors 
 held not to be misfeasance. See 
 Wood's Ship's Woodite, &c, Co., 
 60 L. T. 760; Poole, Jackson, & 
 II hyle's Case, 9 Ch. D. 322. 
 
 (m) Stringer's Case, 4 Ch. 475, 
 and cases in judgment, Be Ruvigne's 
 Case, 5 Ch. 118; OrmerocFs Case, 
 25 W. R. 765; British Guardian 
 Co., 14 Ch. D. 335; Scholefield's 
 Case, infra. 
 
 (a) Compagnie - Gen&rale de 
 Bellegarde, 4 Ch. D. 470, wheie the 
 issue of debentures at a discount 
 was held not to be illegal. 
 
 (o) Shipmau's Case, 4 Ch. 480, n.
 
 214 
 
 Examples of Misfeasance. 
 
 Chap. 
 XII. 
 
 Misfeas- 
 ance or 
 Fraud of 
 Direc- 
 tors and 
 Officers, 
 &o. 
 
 clearly improper purposes (a) ; and for sums received as 
 commission on sales and purchases (/>). So also trustees 
 and managers of a savings bank, for frauds of an actuary 
 which could not have been committed if the provisions of 
 the Savings Bank Act, 1863, and the auditing of accounts 
 had been properly observed by them (c). Payment of 
 brokerage to a stockbroker in the ordinary course of busi- 
 ness is not illegal (d); but it must be in the ordinary 
 course of business (e). 
 
 Where directors apply money for purposes so beyond its 
 powers that the company could not sanction such applica- 
 tion, they may be made personally liable as for a breach of 
 trust ; but if they apply the money in a manner which is 
 not ultra vires, then a strong and clear case of misfeasance 
 must be made out to render them liable for a loss(f). 
 
 Orders will be made, on the application of the liquidator, 
 where the directors have misrepresented to policy-holders 
 or have failed to perform a guarantee, that a certain part 
 of the premiums shall be set apart and invested in a 
 certain manner (g). And the directors are not discharged 
 in respect to lapsed policies (/<). A director may be made 
 liable for a breach of trust although he has not participated 
 in any moneys arising from such breach (</). 
 
 When the rescission of a contract for the sale of property 
 has become impossible, no relief can be given against a 
 director charged with misfeasance by reason of the sale (i). 
 
 For if an agent for the purchase of property sells to his 
 principal property of his own, but acquired before the agency 
 existed, without disclosing his interest therein, the principal 
 is entitled on discovery to set aside the purchase. But if 
 
 (a) Imperial Land Co. of Mar- 
 seilles, 10 Eq. 298. 
 
 (b) Oxford Building Society, 35 
 C. D. 502. See Municipal Perm. 
 Invest. Soc. v. Richards (No. 2), 
 W. N. 1889, p. 103. 
 
 (c) Cardiff Savings Bank, 
 Davics' Case, 45 Ch. D. 537 ; but see 
 contra Bute's Case [1892], 'l Ch. 
 100. 
 
 (d) Metropolitan Coal Con- 
 sumers' Association v. Scrimgeour, 
 [1895], 2 Q. B. 604, dissenting from 
 Fame Electric Accumulator Co., 
 40 Ch. D. 141. See, too, West of 
 England Paper Mills Co. v. Gil- 
 bert, 01 L. J. Cli. 92 ; and see ante, 
 Chap. VIII., p. 132. 
 
 0) lb. 
 
 (/) Faure Electric Accumulator 
 Co., supra; New Mashonaland Co. 
 [18»2], 3 Ch. 577; Lands Allot- 
 ment Co. [1894], 1 Ch. 616. 
 
 ((/) British Guardian Co., 14 
 Ch. D. 335, where a whole life 
 policy-holder joined in the applica- 
 tion. See Ambrose Lake Tin Co., 
 14 Ch. D. 390. But see Cavendish- 
 Bentinck v. Fenn, infra. 
 
 (//) Scholefield's Case, W. N. 
 1882, p. 22. 
 
 (i) Cape Breton Co., 29 Ch. D. 
 795 (an application by a contribu- 
 tory), affirmed in Cavendish- Ben- 
 tinck v. Fenn, 12 App. Cas. 652; 
 but see dicta in that case. See 
 Ladywell Mining Co. v. Brookes & 
 Iluggons, 35 Ch. D. 400.
 
 Examples of Misfeasance- 215 
 
 the principal after discovery elects not to rescind, but to Chap. 
 take advantage of his purchase, and he deals therewith in XII. 
 
 such a way as to render rescission impossible, he is not 
 
 entitled to make the agent account to him for the profit ^™ A R S " 
 he made by the sale, whether estimated by the difference p RAUD f 
 between the purchasing and selling price of the property Direc- 
 on the part of the agent, or the difference between the tors and 
 market value of the property, if this can be calculated, Officers, 
 
 and the actual price at which the agent sold it to the ; 
 
 principal (a). If when the agent acquired the property 
 which he subsequently sells to the company, he was already 
 in a fiduciary position to the company, the company has 
 the alternative either to rescind or to retain the property, 
 paying for it no more than the agent gave (b). 
 
 There is no misfeasance in a person who has an interest 
 in the property, by being a shareholder in the company 
 which is selling it, nevertheless acting as a director in the 
 purchase of that property for another company, he having 
 communicated to his co-directors the fact that he has such 
 an interest (c). 
 
 A person nominated as director in violation of the articles 
 without proper qualification, and accepting the nomination 
 and acting as a director, has not thereby been guilty of 
 misfeasance within this section (d). Nor is a director 
 liable who takes no steps to recover promotion money 
 improperly paid before he became a director, of which he 
 was cognizant, though not a party thereto (e). 
 
 A transaction which may have been intended to deceive 
 the public, but which is not a fraud on the shareholders, is 
 not within the section (/). 
 
 For other instances of acts which will amount to 
 misfeasance, see the cases below, where actions have been 
 brought instead of proceeding under the 10th section (g). 
 
 The combined effect of s. 153 of the Act of 1862 and 
 s. 10 of the Act of 1890 is to make directors prima facie 
 
 (a) See note (i), p. 214. Ch. D. 390. 
 
 (6) Bank of London v. Tyrrell, (g) General Exchange Bank v. 
 
 10 H. L. C. 26, 47 ; Emma Mining Humer, 9 Eq. 480 ; Madrid Bank 
 
 Co. v. Grant, 11 Ch. D. 938; Am- v. Belly, 7 Eq. 442; Joint Stock 
 
 brose Lake Co., 14 Ch. D. 390. Discount Co. v. Brown, 8 Eq. 381 ; 
 
 (c) Cavendish-Bentinck v. Fenn, Imperial Mercantile Credit Ass. v. 
 
 12 App. Cas. at p. 661, and supra. Coleman, 6 Ch. 558 ; Barker v. 
 
 Id) Coventry and Dixon's Case, McKenna, 10 Ch. 96; Gray v. 
 
 14 Ch. D. 660. Lewis, 8 Ch. 1035 ; Albion Steel 
 
 (e) 'Forest of Dean Coal Mining Co. v. Martin, 1 Ch. D. 588 ; 
 
 Co., 10 Ci). D. 450; and see Lands Nant-y-Glo Ironworks Co. v. 
 
 Allotment Co. [1894], 1 Ch. 616. Grave, 12 Ch. D. 738. 
 
 (/) Ambrose Lake Tin Co., 14
 
 216 
 
 Bribes and Gifts of Shares. 
 
 Chap. 
 XII. 
 
 Misfeas- 
 ance or 
 Fraud of 
 Direc- 
 tors and 
 Officers, 
 &c. 
 
 liable for all moneys of the company, expended by them, 
 not in the ordinary course of business, since the commence- 
 ment of the winding-up (a). 
 
 When moneys of a company are misapplied by directors, 
 an action can be brought against them in the name of the 
 company (6), and it seems that such action may be main- 
 tained by any one shareholder on behalf of all (c), or on 
 his own account alone (d). 
 
 Bribes and gifts of shares, &c. — It may, in the first place, 
 be doubtful where a present of paid-up shares has been 
 made to a director, whether he is liable as a contributory 
 or as a misfeasant under the above-mentioned power. 
 The test is, whether the person, who has accepted the 
 bribe of paid-up shares, has ever contracted, to take any 
 shares from the company ; if he has not, he cannot be 
 made a contributory in respect of unpaid shares (e), but 
 he may then be made liable for misfeasance within s. 10 
 of the Act of 1890 (/). There are numerous cases shewing 
 that directors and officers will be made liable where they 
 have accepted gifts, or bribes of money, or qualification 
 shares, from promoters (g). And several directors may 
 be held jointly and severally liable to pay the full value 
 of shares (h). So, where the secretary of the company 
 had received from the vendor of property under a secret 
 agreement paid-up shares, he was held liable for their full 
 nominal value (i). 
 
 So directors have been compelled by summary orders 
 to make good a sum paid to a promoter for preliminary 
 expenses, out of which the director's qualifications were 
 provided (A) ; and money paid by an interested person in 
 
 (a) Neath Harbour Smelting 
 Works, W. N. 1887, pp. 87, 121. 
 
 (b) See Exchange Banking Co. 
 and Oxford Benefit Building Soc., 
 cited in this chapter. 
 
 (c) Guinness v. Land Corp. of 
 Ireland, 22 Ch. D. 349. 
 
 (d) Tomkinson v. South- Eastern 
 By. Co., 35 Ch. D. 675. 
 
 (e) Hay's Case, 10 Ch. 593. See 
 Medical Attendance Assoc, Onslow's 
 Case, 57 L. J. Ch. 338; Ex p. 
 Daniell, 1 De G. & J. 372. 
 
 (/) Carting's Case, 1 Ch. D. 115. 
 
 (g) Hay's Case, 10 Ch. 593; 
 Pearson's Case, 5 Ch. D. 336 ; 
 Metcalfe s Case, 13 Ch. D. 169; 
 Fitzroy Bessemer Steel, &c, Co., 
 
 33 W. R. 312 ; Carriage Co-opera- 
 tive Supply Assoc, Roberts' Case, 
 27 Ch. 1). 322 ; Brum Slate Quarry 
 Co., 55 L. J. Ch. 36. See also Be 
 Ruvigne's Case, 5 Ch. D. 306 ; 
 Weston's Case, 10 Ch. D. 579; 
 Eden v. Ridsdale's Railway Lamp 
 Co., 23 Q. B. D. 368. See Ambrose 
 Lake Tin Co., 14 Ch. D. 390, as to 
 the mere conversion of cost-book 
 company into joint stock company. 
 
 (h) Hay's Case, supra, Carriage 
 Co-operative Supply Assn., Roberts' 
 Case, supra. 
 
 (/) McKay's Case, 9 Ch. D. 1. 
 
 (k) Englefield Colliery Co., 8 Ch. 
 D. 388 ; Anglo-French Co-operative 
 Soc, 21 Ch. D. 492.
 
 Gift of Qualification Shares. 217 
 
 order to obtain a director's services as an officer of the Chap, 
 company (a) ; and also secret promotion money (b). XII. 
 
 The fact that the director receives the bribe after the 
 
 purchase money has been paid to the vendor to the com- JvllSFEAS " 
 pany of property does not relieve the director of his f baud of 
 liability (c). In the absence of evidence to the contrary, Direc- 
 a purchase of vendor's shares under the nominal value tors and 
 will be taken to have been made before the adoption of Officers, 
 the agreement for sale (d). '_ 
 
 A provision in the articles of association that gifts of 
 shares, or payments of money, may be made to the directors 
 by the promoters, is fraudulent (e). 
 
 It is clear that a director who has obtained a gift of 
 qualification shares direct from a promoter cannot be settled 
 on the list of contributories (/). But this does not relieve 
 him from liability under s. 10 of the Act of 1890 (g). And 
 if a director accepts shares from a promoter, it appears 
 that he is liable for their market value, notwithstanding 
 the agreement between the company and promoter may 
 not be binding, or the fact that there is no clause as to 
 qualification (h). And where the director entered into a 
 secret agreement with the promoter that the promoter 
 should on request purchase the director's qualification 
 shares from the director at the price at which he acquired 
 them, which was accordingly done when the director 
 subsequently resigned, the director was held liable for 
 whatever benefit accrued to him under the agreement (£). 
 In the words of Bowen, L.J., the director is really a 
 watch-dog, and the watch-dog has no right, without the 
 knowledge of his master, to take a sop (k). See summary 
 of cases, Chapter VIII. 
 
 A payment or bonus made or given to directors bond 
 fide for the benefit of the company (I), or with the know- 
 
 (a) Ormerod's Case, 25 W. R. contributory, see Miller's Case, 5 
 765 ; 37 L. T. 244. See also Pear- Ch. D. 70. 
 
 son's Case, 4 Ch. D. 222; Haifs (/) Brown's Case, 9 Ch. 102; 
 
 Case, supra (Orgill's Case, 21 L. T. Carting's Case, 1 Ch. D. 115. 
 
 221, there disapproved). {g) De Ruvigne's Case, 5 Ch. D. 
 
 (b) London and Provincial 306. 
 
 Starch Co., W. JST. 1869, p. 98; (h) Pearson's Case, 5 Ch. D. 
 
 Anglo-French Co-operative Soc, 336 ; Calling's Case, supra ; De 
 
 supra; Hunt's Case, 37 L.J. Ch. Ruvigne's Case, supra; McKays 
 
 278. Case, 2 Ch. D. 1. See infra as to 
 
 (c) Hay's Case, 10 Ch. 593. extent of liability. 
 
 (d) Weston's Case, 10 Ch. D. (0 Archers Case [1892], 1 Ch. 
 597. 322. 
 
 (e) Clarke & Helden's Case, 37 (/>•) lb. at p. 341. 
 
 L. T. 222. But as to where the (I) Paraguassu Tramway Co., 
 
 application is to render liable as 18 Eq. 670.
 
 218 
 
 Promoters. 
 
 Chap. 
 XII. 
 
 Misfeas- 
 ance or 
 Fraud of 
 Direc- 
 tors and 
 Officers, 
 &c. 
 
 ledge and acquiescence of all the members, where it was 
 intended to admit no other members (a), may be supported. 
 But the directors cannot pay themselves for their services, 
 or make presents to themselves out of the company's 
 assets, unless authorized so to do by the instrument which 
 regulates the company, or by the shareholders at a 
 properly convened meeting (b). 
 
 Promoter. — It was held under s. 165 of the Act of 1862, 
 that the summary jurisdiction could be put in force against 
 a promoter who was, or had been, an officer of the company 
 at the time of the misfeasance (c). But now any person 
 who has taken part in the formation or promotion of 
 the company is included within the provisions of s. 10 of 
 the Act of 1890, which has been substituted for s. 165 
 of the Act of 1862. A debt due under s. 10 of the Act of 
 1890 from a promoter is incurred by "fraud," and also 
 "breach of trust," within s. 30 (1) of the Bankruptcy Act, 
 1883, and accordingly the misfeasant is not released by 
 his discharge (d). 
 
 A solicitor is not primd facie a "promoter" or "officer" 
 of the company, and cannot, therefore, be made liable in 
 that capacity under s. 10 of the Act of 1890 (e). But a 
 solicitor to a building society has been held to be within 
 the section where he was paid by salary and was practi- 
 cally financial manager of the society (/). 
 
 What must be accounted for. — "Where there has been an 
 acceptance of shares by directors in breach of trust, the 
 liquidator may take whichever of the three following 
 remedies is most beneficial to the company : (1) he may, 
 
 (a) British Secnnless Box Co., 17 
 Ch. D. 467 ; Postage Stamp Auto- 
 matic Co. [1892], 3 Ch. 566. 
 
 (i) Qeorge Newman & Co. 
 [1895], 1 Ch. 674. 
 
 (c) See Hay's Case, 10 Ch. 593 ; 
 New Sombrero Co. v. Erlanger, 5 
 Ch. D. 73; 3 App. Cas. 1218; 
 Emma Silver Mining Co. v. Grant, 
 11 Ch. D. 918 ; Lydney and Wig- 
 pool Iron Co. v. Bird, 33 Ch. 1). 
 85 ; Scottish Pacific Coast Mining 
 Co. v. Falkner & Co., 15 C. of S. 
 Cas. 290 (Sc). See Ladyivell 
 Mining Co. v. Brookes, ib. v. 
 Iluggons, 35 Ch. D. 400. But see 
 remarks in Great Wheal Polgooth, 
 infra. As to presents for placiug 
 
 shares, see Fitzroy Bessemer Steel, 
 &c, Co., 33 W. E. 312. See ante, 
 p. 207, and see p. 112. 
 
 (d) Emma Silver Mining Co. v. 
 Grant, 17 Ch. D. 122. Semble, 
 this applies also to a director. 
 
 (e) Great Wlieal Polgooth, W. N. 
 1883, p. 114; which see as to 
 definition of "promoter," and p. 112, 
 n. and p. 181 ; and see 53 & 54 
 Vict. c. 64, s. 3. Great Western 
 Forest of Dean Coal Co., Carter's 
 Case, 31 Ch. D. 496. See also 
 summary of cases, p. 181, as to pro- 
 moter. 
 
 (/) Liberator Building Society, 
 71 L. T. 406.
 
 What must be accounted for. 
 
 219 
 
 if the shares are valuable, have them transferred back ; (2) 
 if the directors have sold the shares at a profit, he may 
 recover the entire profit ; (3) or if there has been no profit, 
 he may claim such sum as the company has lost by being 
 deprived of the right of allotting the shares to other persons 
 who would have paid them up (a). 
 
 The measure of damages in the last-mentioned remedy, 
 will be the highest value when, or at any time after, the 
 shares were transferred to the misfeasant (b) ; and the full 
 nominal value will be charged, notwithstanding that some 
 of the shares have been transferred b}' the misfeasant for 
 a nominal consideration (c). A director has been held 
 liable to account to the liquidator for the value of the 
 shares, at the value at which they stood at the date he 
 received the present, together with interest at 5 per cent, 
 from the date of such gift (d). In another case, interest 
 was not ordered, as no dividend had been paid on the 
 shares (e). And in another interest at 5 per cent, from 
 the date of the summons (/). 
 
 Interest has been ordered at 4 per cent, on sums paid 
 as dividends and improperly declared out of capital, and on 
 sums received improperly as remuneration by directors, 
 and at 5 per cent, on sums received by directors as remu- 
 neration by way of commission on sales and purchases (r/). 
 
 The misfeasant cannot set off any money due from the 
 company against the damages due under s. 10 of the Act 
 of 1890 (h). 
 
 But he may prevent this summary power being put in 
 force against him by buying up the assets of the company ; 
 as the demand under s. 10 is a chose in action, which can 
 
 Chap. 
 XII. 
 
 Misfeas- 
 ance OR 
 Fraud of 
 Direc- 
 tors AND 
 Officers, 
 &c. 
 
 (a) Per Mellish, L.J., in Car- 
 ling's Case, 1 Ch. D. 115, 12G. 
 
 (b) McKays Case, 2 Ch. D. 1 ; 
 Weston's Case, 10 Ch. D. 579. See 
 Fitzroy Bessemer Steel, &c, Co., 33 
 W. K. 312 ; Postage Stamps Auto- 
 matic Co. [1892], 3 Ch. 566. As to 
 the measure of damages where there 
 lias heeri an over-issue of debenture 
 stock by directors, and generally as 
 to warranty of authority to issue 
 debentures, see Firbank v. Hum- 
 phreys, 1 8 Q. B. D. 54 ; ElMngton 
 v. Hurter [1892J, 2 Ch. 452. 
 
 (c) Metcalfe's Case, 13 Ch. D. 
 169. See De Buvigne's Case, 5 
 Ch. D. 306; Pearson's Case, ib. 
 336. 
 
 (d) Drum Slate Quarry Co., 55 
 
 L. J. Ch. 36 ; Patent Furnace Co., 
 4 T. L. R. 152. 
 
 (e) Fitzroy Bessemer Steel Co., 
 supra. 
 
 (f) Archer's Case [1892], 1 Ch. 
 322. 
 
 (g) Oxford Building, etc., Soc, 35 
 Ch. D. 502. See Whitehall Court, 
 Ld., 56 L. T. 280, where 4 per 
 cent, was charged ; Anglo-Indian 
 and Colonial, &c, Inst., 4 T. L. R. 
 769, where 5 per cent, was charged. 
 
 (h) Exchange Banking Co., 21 
 Ch. D. 519; Anglo-French Co- 
 operative Soc, 21 Ch. D. 492; 
 Milan Tramways Co., infra ; Car- 
 riage Co-operative Supply Assoc, 
 Boberts' Case, 27 Ch. D. 322.
 
 220 
 
 Statute of Limitations. 
 
 Chap. 
 XII. 
 
 Misfeas- 
 ance ok 
 Fraud of 
 Direc- 
 tors and 
 Officers, 
 &c. 
 
 be assigned by the liquidator, by virtue of the 95th 
 section (a). 
 
 On the other hand, where, after the misfeasant has 
 assigned debts due by a company, an order is made under 
 s. 10 that the assignor should pay damages, such damages 
 cannot be set off against dividends payable to the assignee, 
 who was not aware of any claim against the assignor in 
 respect of the debts (6). Rule 3 of Order 19, Rules of 
 Court, 1883, does not affect the question of set-off (c). 
 
 Motion to commit. — If a director has been ordered to pay 
 the full value of shares received by him from a promoter, and 
 fails to do so, this will not make him a defaulting trustee 
 within s. 4 (3) of the Debtors Act, 1860, and a motion to 
 commit will be refused (d). Such a case is different from the 
 wrongful application of money which has once belonged to 
 the company (c). As to bankruptcy notice, see post, p. 225. 
 
 Statute of Limitations. — Prior to the Trustee Act, 1888 (/), 
 a director who misapplied the funds of a company was so 
 far a trustee that he could not plead the Old Statute of 
 Limitations (g). So also the liability was held not to be 
 terminated by death or bankruptcy (It). Now, however, 
 directors of a company are within the Trustee Act, 1888, 
 s. 8, and can therefore, in the absence of fraud, take 
 advantage of the Statute of Limitations in proceedings 
 against them for misapplication of the funds of the com- 
 pany (i). A further question which requires consideration 
 is from what date the period should run, whether from the 
 date of the misapplication, or of the winding-up order (fc). 
 
 (a) Park Gate Waggon Works 
 Co., 17 Ch. D. 234. But see New 
 Westminster Brewery v. Hannah, 
 W. N. 1877, p. 35. 
 
 (b) Ex p. Theys, Milan Tram- 
 ways Co., 25 Ch. D. 587. 
 
 (c) lb. Same as K. S. C. 1875. 
 
 (d) Metcalfe s Case, 13 Ch. D. 
 815. 
 
 (e) Metcalfe's Case, 13 Ch. D. 
 815, per Malms, V.C., 820. 
 
 (f) 51 & 52 Vict. c. 59. 
 
 (g) Oxford Benefit Building 
 Soc., supra; Exchange Banking 
 Co., supra; Metropolitan Bank v. 
 Eeiron, 5 Ex. D. 319. See also 
 Poole, Jackson, & Whytes Case, 9 
 Ch. D. 322. 
 
 (/i) Ramskillv. Edwards, 31 Ch. 
 D. 100. 
 
 (i) Lands Allotment Co. [1894], 
 
 1 Ch. 616. 
 
 (k) The cases bearing upon the 
 point whether the liquidator stands 
 in the place of the company or has 
 a new right on behalf of creditors 
 under section 10, or by general 
 law, must be considered. See 
 Leeds Estate, &c, Co. v. Shepherd, 
 36 Ch. D. 787 (where auditor 
 allowed to plead statute to bar 
 liability for defaults made for six 
 years before the issue of the writ) ; 
 Coventry and Dixon's Case, 14 Ch. 
 D. 660 (as to section 10 creating 
 no new right) ; Waterhouse v. 
 Jamieson, L. E, 2 H. L.29; Poole, 
 Jackson, and Whytes Case, 9 Ch. D. 
 322 ; Dronfield, &c, Coal Co., 17 
 Ch. D. 76; Oxford Benefit Building 
 Soc, supra.
 
 Personal Liability of Directors. 
 
 221 
 
 It could hardly be maintained that on a summons under 
 s. 10 time should run from the date of the winding-up 
 order, unless the same rule was adopted in the case of 
 an action against the executors of a deceased director (a) . 
 It would seem, although it is doubtful, that the time runs 
 from the date of the misapplication. 
 
 The time at which the company discovers the fact that 
 a bribe has been paid is an important matter when it is 
 necessary to consider from what period the statute begins 
 to run (b). Where more than six years elapsed since 
 notice of misfeasance to directors who were more or less 
 implicated in the arrangement in question, the liquidator's 
 claim was held not to be barred by the statute, for though 
 notice to the directors is prima facie notice to the company, 
 it was considered not to be so in a case where it was 
 certain that the directors would not communicate the 
 information to the shareholders (c). This case, however, 
 was compromised on appeal (d). 
 
 The dissolution of a company under s. Ill of the Com- 
 panies Act, 1862, is a bar to an action against the directors 
 for payment of dividends out of capital in the absence of 
 any fraud being alleged (e). 
 
 Personal liability of directors, &c. — Although in cases of 
 misrepresentation by the prospectus and the like, it may 
 not be possible to make the company responsible for the 
 frauds of its agents beyond the extent to which it has 
 derived profit from them, yet the person defrauded may 
 sustain an action for fraud against the directors personally. 
 But the director or agent can only be made responsible for 
 his own personal fraud, unless he has expressly or impliedly 
 authorized the fraud of the other directors or agents (/). 
 
 In order to render the directors or other agents of the 
 company personally liable, previous to the Directors 
 Liability Act, 1890, there must be a material misrepre- 
 sentation knowingly false, or made without belief in its 
 
 (a) See as to an action being 
 necessary against the executors of 
 a deceased director, as above section 
 cannot be put in force, Feltom's 
 Executor's Case, cited in this 
 chapter, ante, p. 209, and the other 
 cases there referred to. 
 
 (&) Metropolitan Bank v. Heiron, 
 5 Ex. D. 319, 324. See Cape 
 Breton Co., 29 Oh. D. 795 ; Lady- 
 well Mining Co. v. Brookes and 
 Huygons, 35 Ch. D. 400. 
 
 (c) Fitzroy Bessemer Steel, &c., 
 Co., 50 L. T. 144 ; 32 W. R. 475, 
 on appeal (33 W. E. 312). 
 
 (d) lb., per Baggallay, L.J., 33 
 W. R. 313. 
 
 (e) Coxon v. Gorst [1891], 2 Ch. 
 73. 
 
 (/) Weir v. Bell, 3 Ex. D. 32, 
 23S. See 53 & 54 Vict. c. 64; 
 Henderson v. Lacon, 5 Ecp 249 ; 
 Cargill v. Bower, 10 Ch. D. 502. 
 
 Chap. 
 XII. 
 
 Misfeas- 
 ance or 
 Fraud of 
 Direc- 
 tors and 
 Officers, 
 &c.
 
 222 
 
 Actions for misrepresentation. 
 
 Chap. 
 XII. 
 
 Misfeas- 
 ance or 
 Fraud of 
 Direc- 
 tors and 
 Officers, 
 &c. 
 
 truth, or with a reckless disregard as to whether it is true 
 or not, or there must be a material fact knowingly with- 
 held. It is not enough that the misrepresentation is made 
 without reasonable grounds for believing the statement to 
 be true, as the absence of reasonable grounds is no more 
 than evidence of the absence of actual belief. If such 
 a statement is made, however unreasonably, in the honest 
 belief that it is true, it is not fraudulent, and does not 
 render the person making it liable to an action for deceit (a). 
 It must not only be shewn that such misrepresentation or 
 concealment was made with the object of deceiving the 
 person defrauded, but that it did deceive him (b). The 
 misstatement need not be the only inducement to the act 
 of the person deceived (c). This state of the law led to 
 the passing of the Directors Liability Act, 1890 (d). 
 
 («) Berry v. Peek, 14 App. Cas. 5G2 ; London and Provincial 
 
 337; Glasier v. Polls, 42 Oh. D. 
 436. See and (/. Smith v. Chad- 
 wich, 9 App. Cas. 187; Arkwright 
 v. Neivbold, 17 Cb. D. 301 ; Peek v. 
 Gurnet/, L. E. 6 H. L. 377; Ship 
 v. Crossbill, 10 Eq. 73; Redgrave 
 v. Ilurd, 20 CI). D. 1 ; Edgington 
 v. Fitzmaurice, 29 Cb L>. 459; 
 Bcllairs v. Tucker, 13 Q. B. D. 
 
 Electric Lighting Co., Ex p. Hale, 
 55 L. T. 670; London and Leeds 
 Bank, Ex p. Carling, \Y. X. 1887j 
 
 p. 31. 
 
 (b) Ship v. Crosskilt, supra. 
 
 (c) Peek v. Berry, supra. 
 
 (d) 53 & 54 Vict. c. 64, post, 
 
 Appendix. 
 
 The following summary of cases as to actions for deceit 
 on account of fraudulent misrepresentations by directors, 
 &c, of companies, w T hich were decided before the Directors 
 Liability Act, 1890, may be usefully considered here by the 
 practitioner : — - 
 
 Deceit — Action for, in respect of a 
 company decided on same grounds 
 as common law action for deceit. 
 
 Arkwright v. Neivbold, 17 Ch. D. 
 301. 
 
 Berry v. Peek, supra. 
 
 General test whether action can be 
 
 maintained. 
 Capel tfe Co. v. Sims Composition 
 
 Co., 58 L. T. 807. 
 Arnison v. Smith, 41 Cb. D. 348. 
 Cf. Smith v. Chadwicl; 20 Cb. D. 
 
 27 ; 9 App. Cas. 187. 
 
 Representations need not be in writ- 
 ing, but must be as to some fact 
 or intention. 
 
 Pasley v. Freeman, 3 T. E. 51. 
 
 Evans v. Bicknell, 6 Ves. 174. 
 
 Edgington v. FitzMaurice, 29 Ch. 
 D. 459. 
 
 How a prospectus should be con- 
 strued. 
 Hallows v. Fernie, 3 Ch. 467. 
 Berry v. Peek, supra. 
 
 Construction of document to be de- 
 cided by judge. 
 Moore v. Explosives Co., 56 L. J. 
 Q. B. 235. 
 
 Representations by agent. 
 
 See British Mutual Banking Co. v. 
 
 Charmcood Forest By. Co., 18 
 
 Q. B. D. 714. 
 Bishop v. Balkis Consolidated Co., 
 
 25 Q. B. D. 77. 
 
 Prospectus issued before company 
 formed. 
 Karberg's Case [1892], 3 Ch. 1. 
 Tamplin's Case, W. N. (1892) 116. 
 
 Representations must be false to
 
 Cases as to misrepresentation. 
 
 223 
 
 knowledge of persons making 
 
 them. 
 Chandelor v. Lopus, Cro. Jac. 4. 
 Bellairs v. Tucker, 13 Q. B. D. 
 
 562. 
 Moore v. Burke, 15 L. T. 118. 
 Berry v. Peek, supra, 
 Glasier v. Rolh, supra. 
 Angus v. Clifford [1891], 2 Ch. 
 
 449. 
 
 Or must be made recklessly. 
 
 Pulsford v. Richards, 17 Beav. 87. 
 
 Taylor v. Ashton, 11 M. & W. 401. 
 
 Moore v. Burke, ubi supra. 
 
 Reese River Silver Mining Co. v. 
 Smith, L. K. 4 H. L. 64. 
 
 Edgington v. FitzMaurice, ubi su- 
 pra. 
 
 See too A.-G. v. Ray, 9 Cb. 307, 
 402, n. ; and British Burmah 
 Lead Co., Ex 'parte Tickers (un- 
 true report appended to pro- 
 spectus), 56 L. T. 815. 
 
 Berry v. Peek, supra. 
 
 Le Lievre v. Gould [1893], 1. Q.B. 
 491. 
 Plaintiff must be materially influ- 
 enced by representations. 
 
 Edgington v. FitzMaurice, ubi supra. 
 
 Pasley v. Freeman, 3 Bulsr. 95 ; 2 
 S. L. C. 66, 73, 86 (8th ed.). 
 
 Moore v. Burke, ubi supra. 
 
 Attwood v. Small, 6 CI. & F. 395. 
 
 Wontner v. Shairp, 4 C. B. 404. 
 
 Henderson v. Bacon, 5 Eq. 249. 
 
 Smith v. Chadwick, 9 App. Cas. 187. 
 
 Berry v. Peek, ante, p. 222. 
 
 As to trivial misrepresentations. 
 See Smith v. Chadivick, supra 
 (M.R.'s judgment). 
 
 But plaintiff need not be solely in- 
 fluenced by misrepresentations. 
 
 Clarke v. Bickson, 6 C. B. N. S. 
 453 ; E. B. & E. 148. 
 
 Kennedy v. Panama, &c, Mail Co., 
 L. R. 2 Q. B. 580. 
 
 Curling's Case, London and Leeds 
 Bank, 35 W. E. 344. 
 
 Berry v. Peek, ante, p. 222. 
 
 Plaintiff influenced by his own mis- 
 take and by misrepresentation 
 of defendant. 
 Edgington v .FitzMaurice, ubi supra. 
 Mere wrong opinion is not misrepre- 
 sentation, but expression of 
 intention may be. 
 lb. 
 Mutual mistake. 
 
 Eaglesfiehl v. Marquis of London- 
 derry, 4 Ch. D. 693. 
 
 Misrepresentations implied from con- 
 duct. 
 
 West London Commercial Bank v. 
 Kitson, 13 Q. B. D. 360. 
 
 Richardson v. Williamson, L. B. 6 
 Q. B. 276. 
 
 Cf. Beattie v. Lord Ebury, L. R. 7 
 H. L. 102. 
 
 It is immaterial if the misrepresenta- 
 tion is made with innocent ob- 
 ject, if false to knowledge of 
 person making it, or if made 
 recklessly. 
 
 Edgington v. FitzMaurice, ubi supra. 
 
 Ship v. Crosskill, 10 Eq. 73. 
 
 Smith v. Chadwick, ubi supra. 
 
 And see Peek v. Gurney, L. R. 6 
 H. L. 377. 
 
 Arkwright v. Neicbold, ubi supra. 
 
 Bona fide but untrue statement. 
 Smith v. Chadwick, ubi supra ; and 
 see British Burmah Lead Co., Ex 
 parte Vickers, ubi supra. 
 
 If representations are ambiguous, 
 plaintiff must state the construc- 
 tion he relied upon. 
 Smith v. Chadwick, ubi supra. 
 Watts v. Atkinson, 8 T. L. R. 235. 
 
 Representations need not be made 
 directly to plaintiff. Third par- 
 ties. 
 
 Clarke v. Bickson, 6 C. B.N. S. 453. 
 
 Peek v. Gurney, ubi supra. 
 
 Scott v. Bixon, 29 L. J. Ex. 63, n. 
 
 See too Barry v. Crosslcey, 2 J. & H. 
 1, and Levyv. Langridge, 4 M. & 
 W. 337. 
 
 Statements though literally true may 
 amount to false representations. 
 Clarke v. Bickson, ubi supra. 
 
 Mere exaggeration will not support 
 an action. 
 Benton v. MacNeil, 2 Eq. 352. 
 
 Concealment and non-disclosure may 
 or may not amount to misrepre- 
 sentation according to circum- 
 stances. 
 
 Arkwright v. Newbold, 17 Ch. D. 301. 
 
 Peek v. Gurney, L. R. 6 H. L. 377. 
 
 New Brunswick and Canada Ry. 
 Co. v. Muggeridge, 1 Dr. & Sin. 
 363. 
 
 Guarantee of dividend. 
 
 Gerhard v. Bates, 2 E. & B. 476. 
 Knox v. Sayman, 67 L. T. 137. 
 
 Misstatement of object in issuing 
 shares. 
 Edgington v. FitzMaurice, 29 Ch. 
 1). 459. 
 
 Chap. 
 XII. 
 
 Misfeas- 
 ance or 
 Fraud of 
 Direc- 
 tors and 
 Officers, 
 &c.
 
 224 
 
 Cases as to misrepresentation. 
 
 Misfeas- 
 ance or 
 Fraud of 
 Direc- 
 tors and 
 Officers, 
 &c. 
 
 It is no defence that plaintiff had the 
 means of discovering the truth. 
 
 Kisch v. Central By. Co. of Vene- 
 zuela, L. R. 2 H. L. 99. 
 
 Beynell v. Sprye, 1 De G. M. & G. 
 660. 
 
 Bedgrave v. Hurd, 20 Ch. D. 1. 
 
 But see Hallows v. Fernie, supra; 
 Hughes v. Twisden, 55 L. J. Ch. 
 481 ; and Smissen v. Derry, 4 
 T. L. R. 19. 
 
 Even if plaintiff makes cursory in- 
 quiry. 
 Bedgrave v. Hurd, ubi supra. 
 And see Hughes v. Twisden, ubi 
 supra. 
 
 But aliter if plaintiff elect to judge 
 for himself. 
 Aft wood v. Small, 6 CI. & F. 395. 
 
 Marginal note to prospectus. 
 Moore v. The Explosives Co., 56 
 L. J. Q. B. 235. 
 
 Whether defendants must have been 
 actually engaged in drawing up 
 or issuing the fraudulent pro- 
 spectus. 
 Peek v. Gurney, ubi supra. 
 Weir v. Barnett, infra. 3 •' 
 Cargill v. Bower, 10 Ch. D. 502. 
 
 Adoption of prospectus by person not 
 engaged in drawing it up. 
 Derry v. Peek, ante, p. 222. 
 Cf. Watson v. Earl of Charlemont, 
 12 Q. B. 856. 
 
 Whether defendant is liable if he has 
 only seen draft of proposed pro- 
 spectus. 
 Glasier v. Bolls, 42 Ch. D. 436. 
 
 Discovery of truth by defendants after 
 issue of prospectus, but before 
 allotment of shares. 
 Arkwright v. Newbold, ubi supra. 
 
 Issuing subsequent circular shewing 
 true facts will not relieve de- 
 fendants. 
 Smith v. Cliadwick, ubi supra. 
 
 Plaintiff must prove the case he al- 
 leges in his pleading. 
 Wilde v. Gibson, 1 H. L. C. 605, 
 621. 
 
 Questions for jury. 
 
 Moore v. Burke, 15 L. T. 118. 
 Wontner v. Shairp, 4 C. B. 404. 
 Moore v. Explosives Co., supra. 
 
 Action cannot be maintained against 
 the company. 
 Western Bank of Scotland v. Addie, 
 L. R. 1 H. L. Sc. 145. 
 
 Right of transferee of shares to sue. 
 Peek v. Gurney, ubi supra. 
 Hyslop v. Morel, W. N. (1891) 19. 
 
 Directors qua agents and acting 
 within authority are not liable 
 personally. 
 Eaglesfield v. Marquis of London- 
 derry, 4 Ch. D. 693. 
 Weir v. Barnett, 3 Ex. D. 32.- 
 Weir v. Bell, 3 Ex. D. 238. 
 
 Liability of company in such a case. 
 
 Sioift v. Winterbotham, L. R. 8 Q. 
 B. 245. 
 
 Reversed in part bv Swift v. Jews- 
 bury, L. R. 9 Q. B.301. 
 
 And see Barivick v. English Joint 
 Stock Bank, L. R. 2 Ex. 259. 
 
 Effect of laches by plaintiff. 
 Peek v. Gurney, supra. 
 Ogilvie v. Currie, '61 L. J. Ch. 541. 
 Bellairs v. Tucker, 13 Q. B. D. 562. 
 Cf. Carling^s Case, London and 
 Leeds Bank, supra. 
 
 Delay in respect of one of several mis- 
 representations in respect of 
 which action is brought. 
 London and Provincial Electric 
 Lighting, etc., Co., 56 L. T. 670. 
 
 Effect of Statute of Limitations. 
 
 Peek v. Gurney, L. R. 6 H. L. 377. 
 Effect of receipt of interest from 
 
 company pending action against 
 
 directors. 
 Arnison v. Smith, 41 Ch. D. 348. 
 Estate of deceased director, &c, not 
 
 liable unless he has received 
 
 benefit from his fraud. 
 Peek v. Gurney, ubi supra. 
 See Davidson v. Tullock, 3 Macq. 
 
 713. 
 And New Sombrero Phosphate Co. v. 
 
 Erlanqer, 5 Ch. D. 73 ; 3 App. 
 
 Cas. 1218. 
 
 Liability of directors is several. 
 A.-G. v. Wilson, Cr. & Ph. 1. 
 
 Failure of action for deceit not neces- 
 sarily fatal to action for rescis- 
 sion of contract to take shares. 
 Pulsford v. Bichards, 17 Beav. 87. 
 Damages, measure of. 
 
 Derry v. Peek, ante, p. 222. 
 
 Damages may be recovered against 
 third parties. 
 Pulsford v. Bichards, supra. 
 Suit by shareholder on behalf of him- 
 self and all other shareholders. 
 Hallows v. Fernie, 3 Ch. 467.
 
 Prosecution of Directors. 
 
 225 
 
 Joinder of numerous plaintiffs. 
 Arnison v. Smith, 41 Ch. D. 348. 
 
 Death of one or more of such plain- 
 tiffs before judgment and no 
 order for revivor. 
 Arnison v. Smith, 40 Ch. D. 567. 
 
 Compromise of action and subsequent 
 claim. 
 Reid v. London and Staffordshire 
 Fire Insurance Co., 49 L. T. 4GS. 
 
 Effect of winding-up a company 
 against which rescission of con- 
 tract to take shares is claimed, 
 and which is a defendant jointly 
 with directors against whom 
 damages are claimed. 
 
 Kent v. Freehold Land Soc., 3 Ch. 
 493. 
 
 Henderson v. Lacon, 5 Eq. 249. 
 
 Cf. Caraill v. Bower, supra. 
 
 Hall v. 'Old Talargoch Co., 3 Ch. D. 
 749. 
 
 (a) S. 167. 
 (6) S. 168. 
 
 (c) Eupion, tt'a, Gas Co., W. N. 
 1875, p. 10, where there were no 
 funds, and order refused. 
 
 (d) Denham & Co., 53 L. J. Ch. 
 E.W. 
 
 1113. 
 
 (e) See Northern Counties Bank, 
 31 W. R. 546. 
 
 (/) Denham & Co., supra. 
 
 (</) Companies (Winding - up) 
 Act, 1893, post, Appendix. 
 
 Q 
 
 Chap. 
 XII. 
 
 Misfeas- 
 ance or 
 Fraud of 
 Direc- 
 tors and 
 Officers, 
 &c. 
 
 Prosecution of directors, &c. — Upon an application, by 
 petition, of any person interested in the winding-up, the 
 Court may order any past or present director, manager, 
 officer, or member, of a company ordered to be wound up 
 by the Court, or subject to its supervision (a), or being 
 wound up voluntarily (b), to be prosecuted by the liquidator 
 at the expense of the company, if it shall appear that he 
 has been guilty of any offence in relation to the company 
 for which he is criminally responsible (c). 
 
 The jurisdiction conferred upon the Court is unfettered, 
 and may be exercised when the Court is satisfied that a 
 prima facie case has been made out, without allowing the 
 application to stand over to enable evidence to be adduced 
 in opposition (d). But, upon a petition for this purpose, 
 the Court will consider the wishes of creditors (e). 
 
 The application is made ex parte (/). 
 
 Bankruptcy of directors. — An order for payment of money 
 under s. 10 of the Companies (Winding-up) Act, 1890, is 
 deemed to be a final judgment on which a bankruptcy 
 notice can be served (g). 
 
 One-man companies. — Although not precisely a case of 
 misfeasance by promoters, &c, the subject of the liability 
 of persons who trade under the name of one-man com- 
 panies is sufficiently connected with the subject-matter of 
 this chapter to be included here. 
 
 When a man fraudulently converts his business into a 
 private company, in which he or his nominees hold prac- 
 tically all the shares and all the debentures, and the 
 formation of the company and the issue of the debentures 
 is a mere scheme to enable the man to carry on business
 
 226 
 
 One-man Companies. 
 
 Chap. 
 XII. 
 
 Misfeas- 
 ance or 
 Fraud of 
 Direc- 
 tors and 
 Officers, 
 &c 
 
 in the name of the company with limited liability, the 
 scheme is a fraud on the creditors, and the man is liable to 
 indemnify the company against debts which its assets are 
 insufficient to pay. The company is in law either (as held 
 by Vaughan Williams, J.) a mere agent (and this seems 
 the truer view), or, as held by the Court of Appeal, a mere 
 trustee, for the man, and in either view the right to 
 indemnity follows (a). But there must be something 
 dishonest or fraudulent or against the policy of the Joint 
 Stock Companies Acts in the formation of the company for 
 this result to follow (6). 
 
 Conversely where a bankrupt, when insolvent, converts his 
 business into a one-man company, his trustee in bankruptcy 
 is entitled to obtain from the Court a declaration that the 
 conveyance of the bankrupt's business to the company is 
 void as against him, and that he is entitled to take the 
 assets of the company ; but he must pay the new creditors 
 of the company in full in priority to the creditors of the 
 bankrupt, upon the principle that the bankrupt has used 
 the company as his agent and is bound to indemnify it (c). 
 
 (a) Broderip v. Salomon [1895], 
 2 Oh. 323. 
 
 (b) Seligman v. Prince [1895], 
 2 Ch. 617. 
 
 (<■) He Carey, Ex p. Jeffries v. 
 ( 'an y Cycle Co., Ld. [1895], 2 Q. B. 
 624. '
 
 Power- to rectify. 227 
 
 CHAPTER XIII. 
 
 RECTIFICATION OF THE EEGISTER. 
 
 Power to rectify. Costs. 
 
 The application. Mode of rectifying register. 
 
 When proceedings must be taken. Stannaries. 
 
 Jurisdiction exercisable. 
 
 The question when the register of a going company will Chap, 
 be rectified does not come within the scope of this work, XIII. 
 
 but it will be useful here to consider the subject of the 
 
 rectification of the register to some extent, as the power Rectifi- 
 given to the Court by s. 35 (a) is not put an end to by the ^™^ 
 winding-up order. A person whose name is improperly on Register. 
 
 the register may either apply under the above section, or, 
 
 when the list of contributories is settled, may make an 
 application objecting to his name being placed thereon, or, 
 after it is settled, to strike his name off it (b). 
 
 The register of a company is much more readily rectified 
 before than after the winding-up has commenced. The 
 rights of creditors have in all cases to be considered (c). 
 
 Power to rectify. — The Court, with the object of settling 
 the list of contributories properly, has power to rectify the 
 register of members after the winding-up in all cases 
 where such rectification is required (d). It is not, how- 
 ever, intended that the Court in winding up a company is 
 to rectify the register ex mero motu sno, but that the Court 
 may exercise the judicial power conferred by the 35th 
 section, having regard to who is the applicant, and to all 
 
 (a) See Reese River Mining Co. 64. As to the object of the section, 
 v. Smith, L. R. 4 H. L. 64. see Ex p. Faris, 3 K. & J. 408. 
 
 (b) See ante, Chap. VIII., p. 125. As to a vMiidamus to compel a 
 
 (c) See Preservative Syndicate company to register, see R. v. 
 [1895J, 2 Ch. 768, as to provision Charnwood, &c, Ry. Co., 1 C. 
 being ordered to be made for the & E. 419. For the practice under 
 creditors, and seejpos£, p. 234. the 1890 Act and Rules, see post, 
 
 (d) SS. 35, 98. See Reese River Part II., pp. 349-351. 
 Mining Co. v. Smith, L. R. 4 H. L.
 
 228 Sow Application made. 
 
 Chap, the circumstances of the case (a). And, in settling the list, 
 
 XIII. the Court will rectify the register although no special 
 
 application has been made (b). It is doubtful whether a 
 
 Rectifi- liquidator in a winding-up subject to supervision has power 
 C * T ™3 to rectify the register without applying to the Court (c). 
 Register. But it would seem that the liquidator in a winding-up 
 voluntarily has this power (d). 
 
 The application.— The application to rectify the register 
 may be made by motion or by summons (r) ; but it should 
 usually be made by motion (/). It should be intituled in 
 the matter of the Acts of 1862 to 1890, and of the 
 company ; and should be served on the person whose name 
 it is intended to put on or remove from the register and 
 the company. In the Chancery Division usually such 
 motions go into the general list of causes, and are not 
 heard as motions (g). 
 
 If a winding-up order is made and a liquidator appointed 
 after notice of motion under s. 35, service of the notice 
 must be made on the liquidator before the hearing (//). 
 
 An application on behalf of the company ought to be 
 made in the name of the company, not of the liquidator (i). 
 
 After the name of a person lias been wrongly placed 
 upon the register of any company, it is not in the power 
 of the directors, by simply removing his name from the 
 register, effectually to indemnify him against liability 
 arising from such wrongful insertion of his name ; if they 
 desire to do so, they must apply to the Court for the 
 purpose, and if they neglect so to do, the shareholder may 
 himself apply, notwithstanding that his name has been in 
 fact removed (/.). 
 
 A person, whose name has been improperly placed on 
 
 (a) Per Lord Cairns, L.J., in p. 41*). 
 
 SichelVs Case, 3 Ch. 119, 122. (e) S. 35. For form, see p. 560; 
 
 Breckinridge's Case, 2 H. & M. Bitch-ridge's Case, 13 W. It. 677, 
 
 642 ; Whittet's Case, 2 De G. & J. where, after a winding-up order, 
 
 57?' Ward and Henry's Case, applications to rectify were ad- 
 
 2Ch.431; Beese River Mining Co. journed to chambers until the 
 
 v. Smith, supra. See Kimberley settlement of the list of contribu- 
 
 Nurth Block Diamond Mining Co., tories. 
 
 Ex v Werner, 59 L. T. 579. (/) See Duffin v. Mexican Gold 
 
 ' (&) 75. Co., W. N. 1890, p. 116. 
 
 (c) See Gilbert's Case, 5 Ch. (g) British Burmah Lead Co., 
 
 559 • and see post, Part III., Chap. 56 L. T. 815. 
 
 II p 497 (It) Ea }>. Trenchard, 19 W. R. 
 
 96. 
 
 Id) Brighton. Arcade Co. v. Dow 
 nq L. R. 3 C. P. 175, 187 ; Londoi 
 
 Bank of Scotland, W. N. 1867. 
 
 p. 114. See post, Part III., Chap. I., 669. 
 
 Una L R 3 C. P. 175, 187; London (i) Ex p. Kintrea, 5 Ch. 95. 
 
 Bank 'of Scotland, W. N. 1867, (k) Martin's case, 2 H. & M.
 
 How Application made. 
 
 229 
 
 the register of members of a company is entitled, under Chap. 
 the 35th section, to have his name erased from the register, XIII. 
 
 although the shares in respect of which it was placed there ' 
 
 have been declared forfeited, and the forfeiture has been Rectifi- 
 entered in the register (a). cation 
 
 The right of a person to have his name removed from register 
 
 the list is not affected by the fact that there is no person 
 
 in existence who ought to be put on the list in his stead (&). 
 
 Where, owing to the default of the company, a transfer 
 has not been registered before the winding-up, the Court 
 will not rectify the register on the application of the liqui- 
 dator, whatever may be the right of the transferor to have 
 it rectified ; for the liquidator in such a case represents 
 only the company, to whose default the error is owing, the 
 body of the contributories having no interest in the ques- 
 tion except through the company, and the creditors having 
 no direct equity against a person whose name has never 
 been held out to them (c). But there are numerous cases 
 in which the register has been rectified on the application 
 of the liquidator where registration of a transfer has been 
 obtained by fraud (d). 
 
 Where it is alleged that the prospectus contained a 
 material misrepresentation, a statement made by the chair- 
 man of the company after its formation in a speech to 
 a meeting of shareholders is not admissible evidence 
 against the company, upon an application to rectify the 
 register (e). 
 
 When proceedings must be taken. — When a company is 
 wound up either compulsorily, subject to supervision (/), 
 or voluntarily (g), or even where a stoppage of payment 
 takes place or notices are sent convening a meeting to pass 
 
 (a) The Bank of Hindustan, 
 China, and Japan, Ex p. Los, 34 
 L. J. Ch. 609. 
 
 (b) Fyfe's Case, 4 Ch. 768; 
 Albion Life Ass. Co., Brown's Case, 
 18 Oh. D. 639; and see further as 
 to this the cases, Chap. VIII., ante, 
 p. 141. 
 
 (c) SicheU's Case, 3 Ch. 119, per 
 Lord Cairns, L.J. But see Albion 
 Ass. Co., Winstone's Case, 12 Ch. 
 D. 239. See ante, p. 140, as to 
 delav in completing transfer. 
 
 (d) 8ee Hijams CW, 1 De G. F. 
 & J. 75 ; Costello's Case, 2 De G. 
 F. & J. 302 ; Lund's Case, 27 Beav. 
 465 ; De Pass's Case, 4 De G. & J. 
 
 544 ; Bennett's Case, 5 De G. M. 
 & G. 284 ; Eyre's Case, 31 Beav. 
 177 ; Littledale's Case, 9 Ch. 257 ; 
 Benham's Case, 11 Jur. N. S. 381 ; 
 ChappelVs Case, 6 Ch. 902 ; Comer's 
 Case, 6 Ec[. 77 ; Lankester's Case, 
 6 Ch. 905, n. ; Williams's Case, 
 9 Eq. 225, a. ; Payne's Case, 9 Eq. 
 223;' Ex p. Kintrea, 5 Ch. 95: 
 and cases in Buckley, under s. 22. 
 
 (e) Devala Provident Mining 
 Co., 22 Ch. D. 593. 
 
 (/) Oakes v. Turquand, L. R. 
 2 H. L. 325. 
 
 (g) Stone v. City and County 
 Bank, 3 C. P. D. 282.
 
 230 When Ajyjrfication should be made. 
 
 Chap, resolutions for a voluntary winding-up (a), a legal share- 
 
 XIII. holder, if he has not avoided the contract, or done what 
 
 is equivalent to avoiding it, before such events, will not 
 
 Eectifi- De en titled to relief, and will be held liable as a contribu- 
 
 of the ^ or y W* -^ u ^ ^ ne right of a shareholder to rescission is 
 
 Register. n °t barred by the mere fact that the company is unable 
 
 to meet its engagements at the time when he repudiates, 
 
 if he has no knowledge of the fact (c). 
 
 The doctrine is that, after the company is wound up, it 
 ceases to exist, and rescission is impossible ; because there 
 are then creditors and contributories, against whom the 
 equities which were available before the winding-up cannot 
 be set up (d). The shareholders must, before the date 
 of the presentation of the winding-up petition, have 
 repudiated as far as possible all connection with the 
 company and have taken proceedings in order to have 
 their names removed from the register, and to rescind 
 the contract ; in which case it will make no difference if 
 a winding-up order is made before the decision of the 
 Court is given (e). An application to discharge a consent 
 order rectifying the register made on the same day on 
 which a winding-up petition was presented was refused (/). 
 If there are a number of shareholders in the same position, 
 one shareholder can elect to be bound by the proceedings 
 of another in a representative case, and will be entitled 
 to the benefit of the decision without taking any active 
 part in the proceedings (//). 
 
 But although a voidable contract is valid until re- 
 scinded (//), there is a distinction between such a contract 
 
 (a) City of Glasgow Bank, Alex- guishing Tennent v. City of Glasgow 
 ander Mitchell's Case, 4 A. C. 548 ; Bank, supra. 
 
 as to the director's duty, Muir v. (d) Burgess's Case, 15 Ch. D. 507. 
 
 City of Glasgow Bank, ib. 337; See Eouldsworth v. City of Glas- 
 
 Mitchell v. City of Glasgow Bank, gow Bank, 5 A. C. 317 ; Black & 
 
 ib. 621. And see Tennent v. City of Co.'s Case, 8 Ch. 251. 
 
 Glasgow Bank, 4 A. C. 615. See (e) See cases above, and see 
 
 Kent v. Freehold Land Co., 3 Ch. Preservation Syndicate [1895], 2 
 
 493. As to delay in application, see Ch. 769, post, p. 234; Reese River 
 
 KincaioVs Case, 2 Ch. 412 ; Queen Mining Co. v. Smith, L. R. 4 H. L. 
 
 Average Assoc, Ex p. Lynes, 26 64. As to where name is already 
 
 W. K. 432 ; Baily's Case, 3 Ch. removed on other grounds, see 
 
 592; Tuck's Case, 3 Eq. 795; Wright's Case, 7 Ch. 55. 
 
 Fox's Case, 5 Eq. 118. (/) London and Suburban Bank, 
 
 (b) Venezuela Ry. Co. v. Kisclu 15 Eq. 274. 
 
 L. R. 2 H. L. 99; Cakes v. Tur- (g) Pawle's Case, 4 Ch. 497; 
 
 guand, ib. 325, 367. See Scottish Ross v. Estates Investment Co., 3 
 
 Petroleum Co., 23 Ch. D. 413. Ch. 682 ; McNiell's Case, 10 Eq. 
 
 (c) London and Leeds Bank, Ex 503. 
 
 p. Carling, 56 L. T. 115, distin- (h) Cakes v. Turquand, L. R.
 
 Jurisdiction exercisable. 
 
 231 
 
 and one which is altogether void (a) ; for in the latter 
 case there has never been an agreement to become a 
 shareholder, and the fact that a winding-up has com- 
 menced makes no difference (b). 
 
 Jurisdiction exercisable. — There has been considerable 
 conflict of opinion as to the extent of the jurisdiction to 
 rectify the register. It may, however, be shortly stated 
 that the jurisdiction is not confined to disputes between 
 the company and a member, but extends to disputes be- 
 tween members or alleged members (c), at any rate, in 
 every case to legal title. It is a matter of discretion 
 whether the jurisdiction should be exercised, and in a 
 complicated case the Court may decline to exercise it, and 
 direct an action to be brought (d). In the decision of 
 any question under s. 35, the Court will take into 
 consideration every principle of equity applicable to the 
 subject (e). 
 
 The jurisdiction conferred by s. 35 is exercisable in two 
 cases only, and under no other circumstances (/). 
 
 (1.) Where the name of a person is, without sufficient 
 cause, entered in or omitted from the register, the Court can 
 interfere. And, if a person has been induced by fraud to 
 obtain an allotment of shares, the name is on the register 
 " without sufficient cause " (g). But, where the application 
 
 2 H. L. at p. 375 ; Reese River 
 Mining Co. v. Smith, L. R. 4 
 II. L. 64. 
 
 («) See Railway Time Tallies Co., 
 42 Ch. D. 98. See ante, Chap. VIIL, 
 p. 132. 
 
 (6) Gorrissen's Case, 8 Ch. 507 ; 
 Wynne's Case, ib. 1002 ; Ala- 
 baster's Case, 7 Eq. 273. See Beck's 
 Case, 9 Ch. 392. 
 
 (c) Diamond Rock Boring Co., 
 Ex p. Shaw, 2 Q. B. D. 463, where 
 the question was fully discussed. 
 In the following cases the subject 
 has been considered : Ward and 
 Garftt's Case, 4 Eq. 189 ; Mus- 
 grave and Hart's Case, 5 Eq. 193. 
 See Ward and Henry's Case, 2 Ch. 
 431; Askew's Case, 9 Ch. 664; 
 Stewart's Case, 1 Ch. 574; Ex p. 
 Ward, L. R. 3 Ex. 180. Cf. Ex p. 
 Sargent, 17 Eq. 273 ; Benney's Case, 
 8 Ch. 446. As to a transfer to a 
 trustee for a company which was 
 subsequently found to be disentitled 
 
 Chap. 
 XIII. 
 
 Rectifi- 
 cation 
 of THE 
 Register. 
 
 to hold its own shares, see Gar- 
 diner v. Victoria Estates Co., 12 
 C. of S. Cas. 1356 (Sc). See 
 Davies' Case, 33 L. T. 834, as to a 
 mortgagee by deposit and an ac- 
 count and rectification of register. 
 
 id) Ex p. Barker, 2 Ch. 685 ; 
 Simpson's Case, 9 Eq. 91 ; Dia- 
 mond Rock Boring Co., supra ; Ex 
 p. Far is, 3 K. & J. 408. 
 
 (e) Ib. See also Stranton Iron 
 Co., 16 Eq. 559. 
 
 (/) Ex p. Ward, L. R. 3 Ex. 180. 
 ((/) Ex p. Eintrea, 5 Ch. 95; 
 Stewart's Case, supra; Downes v. 
 Ship, L. R. 3 H. L. 343 ; London 
 and Frovincial Electric Lighting 
 Co., Ex p. Hale, 55 L. T. 670 ; Ex 
 p. Carting, London and Leeds 
 Bank, W. N. 1887, p. 31. See Met. 
 Coal Consumers' Assoc, Wain-' 
 wright's Case, 59 L. J. Ch. 281 ; 
 Muir v. City of Glasgow Bank, 4 
 A. C. 337 ; Houldsivorth v. City of 
 Glasgow Bank, 5 A. C. 317.
 
 232 
 
 Jurisdiction exercisable. 
 
 Chap, is by a holder of fully paid-up shares to have his name 
 
 XIII. removed on the ground of fraud, the Court will not generally 
 
 interfere, but will leave the applicant to bring an action (a). 
 
 A contract to take shares cannot be set aside because it 
 
 was founded on a prospectus which contains exaggerated 
 
 Registeb. views of the advantages of the company, but does not con- 
 
 tain any material misstatement of fact (b). It is not 
 
 necessary, upon an application for rescission on the ground 
 of fraud, to prove that the misstatements complained of 
 were the sole inducement to enter into the contract (c). 
 
 The equity to rescind a contract on the ground of fraud 
 or misrepresentation may be lost by laches (<?), delay (e), or 
 acquiescence (/). 
 
 The waiver of one point is not a waiver of all other 
 points, but the waiver of an objection that there is a 
 discrepancy between a company's prospectus and its 
 memorandum and articles of association amounts to a 
 waiver of any other discrepancy (e). Where a shareholder 
 has sold some of the shares originally taken by him, he is 
 not thereby deprived of his right to have the contract, 
 which is a severable one, rescinded as to the remainder on 
 the ground of fraudulent misrepresentations in the pros- 
 pectus, provided that the shares sold were parted with 
 before the fraud was discovered by the shareholder^). 
 
 The mere sending of a notice, which is perfectly good for 
 all the ordinary purposes of the business of the company, 
 may not be held without further evidence to be a notice by 
 
 (a) Ruby Consolidated Mining 
 Co., Askew's Case, 9 Ch. 664. See 
 Alison's Case, 9 Ch. 1. 
 
 (b) Denton v. Macneil, 2 Eq. 
 351'. See the following cases as to 
 misrepiesentation in prospectus, 
 &c, at d also the summaries of 
 cases above referred to : Oakes v. 
 Turquand, L. R. 2 H. L. 325; 
 Hoiddsworth v. City of Glasgow 
 Bank, supra; Arkwright v. New- 
 bold, 17 Ch. D. 301 ; Anderson's 
 Case, ib. 373 ; Redgrave v. Hard, 
 20 Ch. D. 1 ; Smith v. Chadivick, 
 9 A. C. 187; Edging/ on v. Fitz- 
 maurice, 29 Ch. D. 459 ; Bellairs 
 v. Tucker, 13 Q. B. D. 562 ; Moore 
 v. Explosives Co., 56 L. J. Q. B. 
 235; British Burmah Land Co., 
 Ex p. Vickers, 56 L. T. 815. 
 
 (c) London and Leeds Bank, Ex 
 p. Carting, 56 L. T. 115. 
 
 (d) See ante, p. 141, and Peel's 
 Case, 2 Ch. 674 ; Kincaid's Case, 
 ib. 412 ; Hallows v. Femie, 3 Ch. 
 467 ; Venezuela By. Co. v. Kisch, 
 L. R. 2 H. L. 99, 125 ; Oakes v. 
 Turquand, ib. 325 ; Downes v. 
 Ship, L. R. 3 H. L. 343. 
 
 (e) London and Provincial 
 Electric Lighting Co., Ex p. Hale, 
 55 L. T. 670 ; Russian Lronworks 
 Co., Wliitehouse's Case, L. R. 3 Eq. 
 790. See London and Stafford- 
 shire Ins. Co., 24 Ch. D. 149; as 
 to delay and sufficiency ot notice. 
 
 (/) Ex p. Briggs, L. R. 1 Eq. 
 483 ; Scholey v. Venezuela By. Co., 
 L. R. 9 Eq. 266, n.; Reid v. 
 London and Staffordshire Fire Ins. 
 Co., 49 L. T. 468. 
 
 (g) Mount Morgan (West) Go } d 
 Mine, Ld., Ex p. West, 56 L. T. 
 622.
 
 Shares issued before Contract registered. 233 
 
 which a person seeking to remove his name from the Chap. 
 register is bound (a). XIII. 
 
 The company, also, may become disentitled to relief by 
 
 laches (b). Rectifi- 
 
 The fact of the shares having been taken through a 0F TH * 
 prospectus which is fraudulent, by virtue of s. 38 ot the Register. 
 
 Act of 1867, will not entitle the holder to relief under 
 
 s. 35 (c). The remedy is in damages against the directors. 
 
 Where shares have been issued at a discount, the holder 
 may be entitled to have his name struck off the register, 
 and to have the amount which he has paid refunded. But 
 this remedy may be barred where there is an express or 
 implied new contract to hold the shares, subject to a 
 liability to pay up the full amount upon them, or where 
 the shares have been dealt with as if the holder had been a 
 member of the company in respect of them, and in such a 
 manner as to have assented to keep them (d). And the 
 remedy cannot be obtained in respect of shares which have 
 been sold to a purchaser for value without notice, and sub- 
 sequently re-transferred in exchange for fully paid-up 
 shares (d). 
 
 If shares have by mistake been issued as fully paid-up 
 before a contract has been registered in accordance with 
 s. 25 of the Act of 1867, the Court has power to remove the 
 names of such shareholders from the register, and to direct 
 them to be replaced after registering a contract (e). The 
 company itself can do this while a going concern (/). But 
 in either case the rectification must not affect the rights of 
 third parties, i.e. creditors (g). 
 
 Where partly paid-up shares had been allotted in pur- 
 suance of an agreement between the original shareholders 
 of a company, but no contract had been registered in 
 accordance with s. 25 of the Act of 1867, the Court, upon 
 motion by all the existing shareholders, to which the com- 
 pany appeared and consented, made an order for the 
 rectification of the register by striking out the names of the 
 holders, and directed that their shares should be re-issued 
 after the registration, upon condition that the existing 
 liabilities of the company should be provided for, and that 
 
 (a) London and Staffordshire (e) Denton Colliery Co., 18 Eq. 
 Ins. Co., supra. 16 ; Droitwich Salt Co., 22 W. R. 
 
 (b) European Central By. Co., 767 ; New Zealand Kapanga Gold 
 Parson's Case, L. R. 8 Eq. 666. Mining Co., 18 Eq. 17, n. 
 
 (c) Covers Case, 1 Ch. D. 182. (/) Hartley's Case, 18 Eq. 542; 
 
 (d) Railway Time Tables Pub- 10 Oh. 157. 
 
 lishing Co., 42 Ch. D. 98. See as (g) Preservation Syndicate [1895], 
 
 to this, ante, Chap. VIII., p. 132. 2 Ch. 768.
 
 234 Default in entering on Register. 
 
 Chap, the contract should be produced to the Court previously to 
 
 XIII. its registration; but without requiring evidence that the 
 
 allottees were ignorant of the omission to register the con- 
 
 Eectifi- tract («)• And in every case where the company is being 
 
 of'the wound up, although the notice of motion for rectification 
 
 Register, is served before the winding-up commenced, rectification 
 
 will only be ordered on terms that provision be made for 
 
 all debts and liabilities accrued between the issue of the 
 shares and the giving of notice of motion (b). 
 
 (2.) Secondly, the register will be rectified where default 
 is made, or unnecessary delay takes place, in entering on 
 the register the fact of any person having ceased to be a 
 member of the company. And if the directors fail to 
 confirm a proper transfer at the first meeting at which, 
 in the ordinary course of business, it can be carried into 
 effect, this will amount to " unnecessary delay " (c). But, 
 although a winding-up has not actually commenced, a 
 shareholder may not be entitled to demand the registration 
 of a transfer after stoppage, and the publishing of a notice 
 convening a meeting to pass voluntary resolutions, and 
 certainly will not, if the rights of creditors have inter- 
 vened^/). The jurisdiction will not be exercised in order 
 to remove the name of a transferor, where the transfer 
 w 7 as required to be, but was not executed by the transferee, 
 or any similar necessary conditions have not been performed 
 before the winding-up (e). 
 
 See further, where directors have a discretion, ante, 
 Chap. VIII., p. 138. 
 
 Delay by a member in applying to rectify the register 
 of shareholders is most material. For, if a shareholder 
 neglect to have the transfer registered before the date of 
 the winding-up, he will be precluded from having his 
 name removed from the list (/). 
 
 Costs. — The Court may either refuse the application with 
 
 (a) Darlington Forge Co., 34 Ch. (e) Marino's Case, 2 Ch. 596; 
 D. 522. Musgrave and Hart's Case, 5 Eq. 
 
 (b) Preservation Syudicate[1895], 193; Shipment's Case, ib. 219; 
 2 Ch. 768. Curtis' Case, 6 Eq. 455. But see 
 
 (c) Nation's Case, 3 Eq. 77 ; Ex p. Sargent, 17 Eq. 273 ; Hill's 
 Lowe's Case, 9 Eq. 589 ; Hill's Case, supra. 
 
 Case, 4 Ch. 769, n.; MarzetWs Case, (/) Head's Case, 3 Eq. 8-4; 
 
 15 W. R. 220. Hat see Shepherd's Fijfe's Case, 4 Ch. 768 ; Fox's Case, 
 
 Case, 2 Ch. 16. 5 Eq. 118 ; Walker's Case, 6 Eq. 
 
 (d) Alexander Mitchell's Case, 4 30. See s. 26 of the Act of 1867, 
 A. C. 548; Nelson Mitchell v. City and supra. 
 
 of Glasgotv Bank, ib. 624.
 
 Costs. 
 
 235 
 
 CATION 
 
 OF THE 
 
 Register. 
 
 or without costs to be paid by the applicant, or it may, if Chap. 
 satisfied of the justice of the case, make an order for the XIII. 
 
 rectification of the register, and direct the company to pay 
 
 all the costs and any damages the party aggrieved may P iECT[ fi- 
 have sustained (a). There appears to be no authority 
 under the Act, so long as the company is a going concern, 
 to order costs to be paid by any one against whom the 
 motion may be made except by the company (b). But 
 under s. 5 of the Judicature Act, 1890, the costs are now 
 in the discretion of the Court (c). 
 
 S. 35 does not relate to the costs of an appeal from a 
 judge at chambers (77). 
 
 There appears to be no power to order the payment of 
 additional costs as between solicitor and client by way of 
 damages (e). 
 
 The Court is not bound by a hard-and-fast rule as to 
 the rate of interest to which a person may be held to be 
 entitled on deposits paid by him, and may have regard to 
 the existing mercantile rate of interest (/). 
 
 If the application is made after the winding-up has com- 
 menced, the Court has jurisdiction to order the costs to be 
 paid as it may think fit (g). When a person's name has 
 been placed on the register without his consent, through 
 the false representations of a third party, he is entitled to 
 his costs of the application from the company, though 
 innocent of the fraud (h). 
 
 Mode of rectifying register. — When a name is to be re- 
 moved, the register should be rectified by striking through 
 the name with pen and ink, and adding, "By order of 
 the High Court of Justice, dated, &c, this name has been 
 
 (a) S. 35. 
 
 (6) Ward and Henry's Case, 2 
 Ch. 431 ; Ex p. Kintrea, 5 Ch. 95; 
 Ex p. Sargent, 17 Eq. 273. But 
 see Davies' Case, 33 L. T. 834. 
 
 (c) See Freeman v. General Pub- 
 lishing Co. [1894], 2 Q. B. 380, a 
 case under s. 85. 
 
 (d) Ex p. Shaw, 2 Q. B. D. 463, 
 474. 
 
 (e) Cockbum v. Edivards, 18 
 Ch. D. 449 ; Willmott v. Barber, 
 17 Ch. D. 772. The following cases, 
 Ex p. Wood, 15 Eq. 236 ; ^Ponti- 
 fex's Case, a6 L. J. Ch. 903 ; and 
 
 Scottish Petroleum Co., 17 Ch. D. 
 
 373, canuot, it seems, now be con- 
 sidered as good law. See Ruby Con- 
 solidated Mining Co., Askew's Case, 
 9 Ch. 664, as to the amount paid on 
 shares being given as damages. 
 
 (/) Met. Coal Consumers' Assoc., 
 Wainwright's Case, 59 L. J. Ch. 
 281. 
 
 (g) Ex p. Kintrea, 5 Ch. 95. 
 See s. 170, and Gen. 0., 1862, r. 74. 
 See p. 244, as to costs ou settling 
 the list, and Musgrave and Hart's 
 Case, 5 Eq. 193. As to costs 
 generally, see p. 237, et seq. 
 
 (/*) Exp. White, 15 VV. R. 754.
 
 236 
 
 Stannaries. 
 
 Chap. 
 XIII. 
 
 Rectifi- 
 cation 
 of THE 
 Register. 
 
 erased" (a). Notice of an order rectifying the register 
 must generally be given to the registrar (b). 
 
 Stannaries. — The superior Courts have concurrent juris- 
 diction with the Stannaries Court as to applications for 
 rectification of the register (c), at any rate before the 
 company goes into liquidation. 
 
 (a) Iron Shipbuilding Co., 34 
 Beav. 597. Where there is a doubt 
 as to whether the applicant is the 
 same person whose name appears on 
 the register, see Ex. p. Webb, South- 
 
 ampton, &c, Steamboat Co., 11 
 W. R. 478 ; 9 Jur. N. S. 856. 
 
 (b) See s. 36. 
 
 (c) Penhale, <&c, Mining Co., 2 
 Ch. 398.
 
 Costs on Petition. 
 
 237 
 
 CHAPTER XIV. 
 
 COSTS IN THE WINDING-UP. 
 
 General rule as to costs on petition. 
 Provisional liquidator appearing. 
 Several petitions. 
 Petitioner's costs a charge. 
 Preliminary inquiries. 
 Contributories' costs. 
 Costs of proof of debts. 
 Costs under s. 10 of the 1890 Act. 
 Costs in the winding-up. — General 
 
 rule. 
 Order of priority in payment of costs. 
 Costs of liquidator. 
 Solicitor to liquidator. 
 
 Costs of realization. 
 
 Costs which are not payable out of 
 the assets. 
 
 Costs incurred by company in liqui- 
 dation. 
 
 Security for costs from companies. 
 
 Indemnity against costs. 
 
 Scheme of reconstruction. 
 
 Voluntary liquidation. 
 
 Unregistered companies. 
 
 Appeal as to costs. 
 
 Taxation of costs. 
 
 General rule as to costs on petition («). — If the petition Chan 
 succeeds and an order is made, the costs of the petitioner, XIV 
 
 of the company, and of all other persons, if any, properly ' 
 
 served with the petition, are paid out of the company's Costs 
 estate (&), unless all the assets are charged by debentures in the 
 (c). But where, after a voluntary winding-up, a petition WlND_ 
 
 is presented for winding-up under supervision, the company * 1 
 
 ought to appear by the liquidator, and the costs of' a 
 separate appearance will not be allowed (d). 
 
 If the petition fails and is dismissed, the costs of the 
 company, and of all persons, if any, served with the 
 petition, are borne by the petitioner, unless the Court 
 
 (a) In proceedings under the 
 1890 Act, see the rules, post, 
 pp. 305-387. 
 
 (b) Humber Ironworks Co., 2 
 Eq. 15. As to the costs of the 
 windiDg-up order being ultimately 
 thrown on the petitioner, see Ex p. 
 Sedgwick, 2 Jur. N. S. 949 ; Ynis- 
 cedivyn lion Co., infra. As to the 
 costs of opposing parties being re- 
 served on a petition for winding 
 up an unregistered association, see 
 South of France, &c, Syndicate, 
 
 36 L. T. 651. As to solicitors 
 employed to oppose a winding-up 
 petition, which is subsecpaently dis- 
 missed, not having a charge lor 
 their costs as for property recovered 
 or preserved, see United Shepherds' 
 Wheal JRose Co., W. N. 1885, p. 
 15. 
 
 (c) Brabourne v. Anglo -Austrian 
 Printing, &c, Union [1895], 2 Ch. 
 891, post, p. 323. 
 
 (d) lie A. W. Hall & Co., 34 
 W. I!. 56.
 
 238 
 
 Costs on Petition. 
 
 Chap. 
 XIV. 
 
 Costs 
 in THE 
 Wind- 
 ing-up. 
 
 should think that there were sufficient grounds for the 
 petition, when it might be dismissed without costs (a). 
 
 A shareholder's petition may be dismissed by the Court 
 without costs, where the dismissal is at the wish of a 
 majority of shareholders, and the petitioner had a bond 
 fide case at the time he presented the petition (b) . And, 
 again, where a creditor's petition was dismissed as the 
 great body of the creditors opposed it, but they had taken 
 no step to express their opposition until the actual hearing 
 of the petition, the dismissal was without costs (c). But 
 where a petition is dismissed, the Court will not, even if it 
 thinks the petition was a bond fide one, give the petitioner 
 costs (d). 
 
 The petitioner has been held to be entitled to his costs 
 where a disputed debt was subsequently established and 
 paid by the company, and the petition was accordingly 
 withdrawn (e). 
 
 But if a creditor brings a petition to a hearing after an 
 offer to pay his debt and costs, he will not be allowed costs 
 incurred after such offer (/), and may have to pay any 
 costs subsequently incurred. The same rule applies after 
 an offer to give proper security (g) . 
 
 Where, after the presentation of a petition, the company 
 offered to call meetings of creditors and shareholders, to 
 proceed to a voluntary winding-up, and to pay the 
 petitioner's costs up to that day, if he would stop pro- 
 ceedings, the Court declined to order the company to pay 
 the costs incurred after the date of the offer (h). 
 
 If a tender is made and refused, the Court may order a 
 direction to be inserted that the claimant should pay all 
 the costs under the order, unless he establishes a claim in 
 excess of the tender (i). 
 
 Where costs were ordered to be paid to the company 
 upon a shareholder's petition being dismissed, and the 
 company was ordered to be wound up on a creditor's 
 petition before payment, and no discharge could be given 
 
 (a) Humber Ironworks Co., 2 Eq. 
 15; Times Life Ass. Soc, Ex p. 
 Nunneley, 39 L. J. Oh. 297; 
 Madras Coffee Co., 17 W. R. 643: 
 General Exchange Bank, 14 L. T. 
 582 ; 14 W. R. 826. 
 
 (b) Great Northern Mining Co., 
 14 W. R. 705. 
 
 (c) Horbury Bridge Coal Co., 
 W.N. 1879, p. 51. 
 
 (d) Tyneside Building Soc, 
 W. N. 1885, p. 148. 
 
 (e) Railway Finance Co., 14 
 W. R. 785 ; 14 L. T. 507. 
 
 (/) Times Life Ass. Soc, 9 Eq. 
 381'. See Home Assce. Ass., 12 Eq. 
 59 ; Hereford, &c, Engineering Co., 
 17 Eq. 423. 
 
 (g) Imperial Guardian Ass. Soc, 
 9 Eq. 447. 
 
 (/*) Langley Mills, &c, Co., 12 
 Eq. 26. 
 
 (i) Tniscedwyn Iron Co., 19 
 W. R. 194.
 
 Shareholders and Creditors appearing. 239 
 
 for the costs, as a liquidator bad not yet been appointed, Chap. 
 the company's solicitor was appointed provisional liquidator XIV. 
 
 to receive the costs, an affidavit being made by him that 
 
 they had not been paid (a). CoSTS 
 
 The costs of every person against whom a personal charge w IND . 
 is made in the petition, and who appears and succeeds in ing-up. 
 
 refuting such charge, and is otherwise free from blame, 
 
 must be paid by the petitioner (b). 
 
 There can be no order as to payment of costs out of the 
 assets under a winding-up order which is subsequently 
 discharged as invalid (c). 
 
 A proviso in the articles of association with respect to 
 ''legal proceedings on behalf of the company," does not 
 authorize the application by the directors of the assets of 
 the company in paying the costs of a petition for winding 
 up the company presented by themselves, but opposed 
 by a number of the shareholders and a minority of the 
 directors (d). 
 
 Shareholders and creditors appearing. — The usual order as 
 to shareholders or creditors not served with the petition, 
 who appear upon reasonable grounds (e) to support or 
 oppose it, gives one set of costs between the shareholders, 
 and one set between the creditors, who appear and support 
 a successful, or oppose an unsuccessful, petition (/). If 
 a petitioner for a compulsory order asks at the hearing 
 for a supervision order only, and that order is made, 
 creditors who appear and ask for a compulsory order are 
 entitled to costs as supporting^). The advertisement of 
 a petition is, as a general rule, of itself sufficient notice to 
 justify the company and shareholders in appearing, and if 
 they are successful, they are entitled to their costs, although 
 the company may not have been served with the petition (li). 
 
 (a) Lanyham Skating Rink Co., Club Co., lEq.216; Anglo-Egyptian 
 6 Ch. D. 102. Navigation Co., 8 Eq. 660 ; Hop 
 
 (b) Ilumber Ironworks Co., 2 and Malt Exchange Co., W. N. 
 Eq. 15; Anglo-Greek Steam Co., 1866,15.222; Carnarvon Slate Co., 
 2 Eq. 1. 40 L. T. 35 ; Imperial Mercantile 
 
 (c) See Estates Investment Co., Credit Ass., W. N. 1866, p. 257 ; 
 8 Eq. 227 ; Padstow Total Loss Oriental Commercial Bank, ib. 
 Ass., 20 Ch. D. 137 : Arthur Ave- 283, 312 ; Lanyley Mills Steel, &c, 
 raye Ass., 3 Ch. D. 522. Co., 12 Eq. 26 ; latent Cocoa Fibre 
 
 (d) Smith v. Manchester (Duke Co., 1 Ch. D. 617. See formerly 
 of), 24 Ch. D. 611. Mumber Ironworks Co., supra; 
 
 (e) See cases, infra. Anylo- Greek Co., supra. 
 
 (/) New Gas Co., 5 Ch. D. 703 ; (y) Chepstow Bobbin Mills Co., 
 
 European Banking Co., Ex p. 36 Ch. D. 563. 
 
 Baylis, 2 Eq. 521 ; Albion Bank, (A) Marlborough Club Co., supra. 
 
 W. N. 1866, p. 388; Marlborouyh Where there is no advertisement,
 
 240 Shareholders and Creditors appearing. 
 
 iNG-trr. 
 
 Chap. Secured creditors are allowed to share in the set of costs 
 IV. to creditors without being bound to elect whether they will 
 
 . give up or retain their securities (a). 
 
 Costs The rule, that creditors are entitled to only one set of 
 
 in the costs, applies whether the petition is by a shareholder or a 
 Wind- cre ditor (h). But the rule is not inflexible, and the Court 
 will be guided by the circumstances ot each case (c). And 
 one set of costs has been given to opposing shareholders 
 in addition to those of the company (d); and more than 
 one set of costs has been allowed to shareholders (/■). 
 
 No costs will be given to shareholders or creditors not 
 served, supporting a petition which is dismissed, or opposing 
 a petition on which a winding-up order is made (/). 
 
 The Court will discourage the practice, as much as lies 
 in its power, of instructing counsel to appear on winding-up 
 petitions merely for the purpose of getting costs. For 
 although it is usual to give one set of costs when many 
 creditors appear, and there is reasonable ground for appear- 
 ing, yet a creditor is not entitled to his costs as a matter of 
 right (^f). Costs of shareholders have been refused where 
 the petition did not affect their interests (h). So, where 
 some of the creditors and shareholders joined in the 
 petition, the costs of others were refused, where there was 
 no occasion for their separate appearance (i). And where 
 the same solicitor acted for all parties, and they unneces- 
 sarily appeared separately, no costs were allowed out of 
 the company's estate (A). 
 
 Provisional liquidator appearing. — A provisional liquidator 
 
 see United Stock Exchange Co., 28 order. 
 
 Ch. D. 183. See cases in last note. (e) Albion Bunk, znj.ru. 
 
 (a) Carmarthenshire, &c, Iron. (/) See cases, note (/), supra 
 Co., 45 L. J. Ch. 200 ; and Moor v. p. 239. 
 Anglo-Italian Bank, 10 Ch. D. 581. (g) Hall and County Bank 10 
 
 (b) New Gas Co., 5 Oh. D. 703. Ch. D. 130. See Military and 
 See Camay con shire Slate Co., 40 General Tailoring Co., 47 L. J. Ch. 
 L. T. 35 ; Diamond Fuel Co., W.N. 141 ; Walhham United Mines 
 1878, p. 11. See also European W. X. 1882, p. 134. As to a 
 Life Assce. Soc., 10 Eq. 403; Lon- creditor appearing to support the 
 don and Suburban Bank, 19 W. R. first of several petitions, which is 
 88; Ex p. Fox, 6 Ch. 176; Bos- dismissed, asking for costs on the 
 worthon Mining Co., 26 L. J. Ch. second, see British Guardian Ass 
 612. Soc., 24 W. E. 637. 
 
 (c) Albion Bank, supra ; Anglo- (h) Star and Garter Hotel Co., 
 Egyptian Navigation Co., 8 Eq. 42 L. J. Ch. 374. 
 660. ^ (0 City Glass Co., W. X. 1874, 
 
 (d) Anglo-Egyptian Navigation p. llij. 
 Co., supra. See Alliance Contract (k) Military and General Tailor- 
 Co., TV. X. 1867, p. 218, company ing Co., supra. 
 ordered to pay costs and no other
 
 Several Petitions. 
 
 241 
 
 is only in the position of a receiver, and his costs of appear- 
 ing will not in general be allowed, notwithstanding that he 
 has been served (a). 
 
 Several petitions. — The established rules where more than 
 one petition is presented may be stated to be as follows (/>). 
 When a winding-up petition is presented by one creditor, 
 and a second creditor being aware of that petition chooses 
 to present a second, he does so at his own risk as to costs, 
 and must prove, not merely that he has reason to suspect 
 that the first petition was not bond fide presented, but that 
 mala fides or collusion actually exists (c). If it turns out 
 that the first petition is collusive, that is to say, merely 
 for the purpose of protecting the company against its 
 creditors, and collusion is proved (d), that petition as 
 matter of course will be dismissed with costs, and an 
 order will be made on the second petition. But if the first 
 petition is presented bond fide, and is not proved to be 
 collusive, then the second petition may be dismissed. 
 When the second petitioner has no notice of the presenta- 
 tion of the first petition, one order is frequently made on 
 the two petitions. And in one case the second petitioner 
 was held entitled to his costs when he stated that he was 
 informed of the first petition only when he took his 
 petition to the senior registrar's office for presentation, and 
 after that no further costs were incurred (<?). A creditor 
 is not entitled to present a second petition merely on the 
 ground that the company's petition may be dropped, if 
 there is no collusion (/'). 
 
 Where collusion is suspected, it is the duty of a second 
 petitioner before presenting his petition to write and ask 
 the first petitioner if he is going to take a compulsory 
 order, and to state that unless he receives an answer 
 before a certain day, he will present another petition (g). 
 
 A person, therefore, who presents or proceeds with (h) 
 
 (a) General International Agency 
 Co., 36 Beav. 1. But some costs 
 were allowed in European Banking 
 Co., 2 Eq. Ill ; 32 W. R. 847. 
 
 Q>) Norton Iron Co., 47 L. J. Ch. 
 9 ; Building Soc. Trust, 44 Ch. D. 
 140. 
 
 (c) Building Soc. Trust, 44 Ch. 
 D. 140; Accidental and Marine 
 Assce. Co., 36 L. J. Ch. 75 (con- 
 sidered in an Irish case, Dublin 
 Grains Co., 17 L. K. Ir. 512); 
 Joint Stock Coal Co., 8 Eq. 146. 
 
 E.W. 
 
 Chap. 
 XIV. 
 
 Costs 
 in THE 
 Wind- 
 ing-up. 
 
 (d) Suspicion is not sufficient, 
 United Service Co., 7 Eq. 76 ; Com- 
 mercial Discount Co., 32 Beav. 198 ; 
 Humber Ironworks Co., 2 Eq. 15 ; 
 Norton Iron Co., supra ; Building 
 Soc. Trust, supra. 
 
 (e) Brooke & Co., W. N. 1888, 
 p. 213. 
 
 (/) Standard Portland Cement 
 Co., 50 L. J. Ch. 408. 
 
 (?) Norton Iron Co., supra. 
 
 (Ji) General Financial Bank, 20 
 Ch. D. 376. 
 
 R
 
 242 Several Petitions. 
 
 IN THE 
 WlKD- 
 ING-TJP, 
 
 Chap, a petition, knowing that another petition has already been 
 XIV. presented, without such special justification as above men- 
 
 tioned, in addition to the risk of having to pay costs 
 
 Costs incurred by himself, may possibly also be compelled, to 
 pay the costs of persons he has served (a). Each petition, 
 however, irrespective of any objection as to its being a 
 second petition, must be dealt with upon its own merits (Ji). 
 If, on the other hand, the second petitioner has had no 
 notice of the first petition (c), he is entitled to his costs up 
 to the time when he became aware of it (d) ; but if he then 
 proceeds, he will not be allowed his farther costs unless, as 
 pointed out above, he had good reason to suppose that the 
 prior petition was not bond fide (<?). 
 
 Costs have been given to a second petitioner because the 
 order appointing the provisional liquidator was made on 
 his application, and was beneficial to the creditors (/). 
 
 When it is considered that several petitions have been 
 properly presented, one order may be made on all the 
 petitions, and the costs of all paid by the company ; but 
 one set of costs only will be allowed to creditors and one 
 to contributories properly appearing and supporting the 
 petitions. 
 
 Where two petitions were presented, and a winding-up 
 order was made on the second petition, on the ground that 
 the validity of the first petitioner's debt was disputed, 
 liberty was given to the first petitioner to apply for the 
 costs of her petition, if her claim should be ultimately 
 established (//). 
 
 It should be observed that the mere fact that the first 
 petition has been advertised does not necessarily raise a 
 presumption of notice ; and where a creditor, who did not 
 know of a petition which had been advertised six months 
 previously, and which stood over sine die, presented another 
 petition, the Court gave him his costs (h). In a case 
 
 (a) See cases, note (c), sujora, Mining Co., 31 W. E. 226. 
 
 p # 241. 00 And a share in the set of 
 
 (6) Building Societies Trust, 44 costs allowed to creditors supporting 
 
 Ch. D. 140 ; Sheringham & Co., the first petition, if the second 
 
 37 Sol. J. 75 ; European Banking petitioner is a creditor, and does 
 
 Co., 2 Eq. 521 ; Commercial Dis- support the first petition, Shering- 
 
 count Co., supra; Commercial Bank ham & Co., W. N. (1893) 5. 
 
 of 8. Australia, 33 Ch. D. 174. (e) General Financial Bank, 20 
 
 (c) Marron Bank Co., 38 L. T. Ch. D. 276. 
 
 140; Brooke & Co., supra ; Owen's (/) Commercial Bank of S. Aus- 
 
 Patent Wheel Co., 29 L. T. 672 ; tralia, supra. 
 
 22 W. R. 151; London and Austra- (g) Great Britain, &c, Soc, 16 
 
 lian Agency Co., 29 L. T. 417 ; 22 Ch. D. 246. 
 
 W. R. 45. See Wynaad Gorddu (h) Marron Bank Co., supra.
 
 Several Petitions. 243 
 
 arising out of a contract for the sale of shares, it was held Chap. 
 that the advertisement was notice to all the world of the XIV. 
 
 presentation of the petition (a) ; but this presumption 
 
 would not arise where a reasonable time has not elapsed, GosTS 
 sufficient to impute a knowledge of the publication (b). It ^™ 
 does not, however, appear to be decided what will be con- ino-up. 
 
 sidered to be a reasonable time after which it would be 
 
 assumed that the second petitioner had knowledge of the 
 advertisement. 
 
 Where a petitioner had neglected to prosecute the petition 
 which he had presented within the time limited, an order 
 was made in the interim on another petition in another 
 branch of the Court (c). 
 
 It is the duty of a petitioner to search for prior petitions 
 before presenting his own. If he fail to do this he will not 
 be allowed the costs of his petition subsequent to the time 
 when he ought to have made the search. 
 
 The presentation of a petition by a creditor through 
 the solicitor to the company is a mode disapproved of 
 by the Court, and the carriage of the order may be 
 given to another creditor, and the petitioner's costs dis- 
 allowed (d). 
 
 The conduct of the winding-up was given to a paid-up 
 shareholder where one order was made on two petitions, 
 one presented by a paid-up shareholder, and the other by 
 shareholders who had only paid a deposit (e). 
 
 The jurisdiction of the English Courts is not affected by 
 the presentation of a foreign petition, and the appointment 
 of a provisional liquidator between the presentation and 
 the hearing of an English petition to wind up the same 
 company (/). 
 
 Petitioner's costs a charge. — The petitioner's taxed costs 
 in a winding-up are a first charge on the estate, and must 
 
 See also Empire Ass. Corp., 16 (b) National Bank Case (Eur. 
 
 L. T. 341 ; National Bank, L. T. Arb.), L. T. 92. See also Oriental 
 
 (Eur. Arb.) 92 ; Owen's Patent Bank Corp., Ex p. Guillemin, 28 
 
 Wlieel Co., supra ; British and Cb. D. 634 ; Empire Ass. Corp., 
 
 Foreign Gas Co., 13 \V. It. 649; supra. 
 
 12 L. T. 368 ; 11 Jur. 559 ; Brooke (c) Consolidated Bank, 14 L. T. 
 
 & Co., W. N. 1888, p. 213. 656. 
 
 («) London, Hamburg, Ac., (d) Lennox Publishing Co., 61 
 
 Bank, Emmerson's Case, 1 Cb. 433. L. T. 787. 
 
 But see United Service Co., 7 Eq. (e) Constantinople Hotels Co., 13 
 
 76. See as to otber parties in- W. R. 851 ; Berlin Great Market, 
 
 terested, Marlborough Club Co., 1 &c, 19 W. R. 793. 
 
 Eq. 216; Neiu Gas Co., 5 Cb. D. (/) Commercial Bank of S. Aus- 
 
 703. India, 33 Cb. D. 174.
 
 Costs 
 
 IN THE 
 
 244 Costs arc a Charge. 
 
 Chap, be paid in full in priority to the costs of the liquidator (a). 
 XIV. These costs have been held to include the costs of establish- 
 ing a claim against the company (/>) ; and of an application 
 to stay an action pending the hearing of the winding-up 
 Wind^ petition (c). But this rule only applies to the costs of the 
 ing-up. petitioner, and other persons are not entitled to any priority 
 of payment merely because their order in any winding-up 
 proceedings bears an earlier date than that of another 
 person to whom costs are also ordered to be paid (d). 
 
 The petitioner is entitled to costs without any set-off being 
 made against calls that may become due from him as 
 contributory (e). 
 
 Preliminary inquiries. — Where a petition is presented and 
 is opposed on certain grounds, with respect to which an 
 inquiry is directed, if the result shews that the petitioner's 
 contention was correct, and the right to a winding-up order 
 is established, the costs of these preliminary proceedings 
 must be borne by the persons whose opposition was the 
 cause of the inquiries being directed (/). 
 
 Contributories' costs. — Where an alleged contributory is 
 successful in his application to be taken off the list, the 
 costs will in a proper case be paid to him out of the 
 estate (g). But the costs of a contest by a person un- 
 successfully disputing his liability to be a contributory must, 
 as a general rule, be paid by the contributory (h), notwith- 
 standing the case is one of extreme hardship (i). There 
 are, however, very special cases where the costs have been 
 
 (a) Audi ei/ Hall Cotton Spinning (/) Be Bosworthon Mining Co., 
 Co., 6 Eq. 245. See now C. W. U.E. 26 L. J. Ch. 612. 
 1890, r. 31. (g) Nation's Case, 3 Eq. 77 ; 
 
 (b) Universal Non-Tariff Ins. Coated Case, 17 Eq. 169; Emmer- 
 Co., 19 Eq. 485. son's Case, London, Hamburg, &c., 
 
 (c) People's Garden Co., 1 Ch. Bank, 1 Ch. 433; Ship's Case, 
 D. 44. 2 D. G. J. & S. 544; Patent File 
 
 (d) Marlborough Club Co., Ex p. Co., Ex p. White, 16 L. T. 276 
 Percival, 6 Eq. 519. See Dominion (where no fault of company). 
 of Canada Plumbago Co., 27 Ch. (h) Birhbeck Assce. Co., 13 VV. E. 
 D. 33; Home Investment Soc., 14 380; Cower's Case, 6 Eq. 77; 
 Ch. D. 167 ; Dronfield Coal Co. Andrew's Case, 3 Ch. 161 ; Mus- 
 (No. 2), 23 Ch. D. 511. As to a grave & Hart's Case, 5 Eq. 193; 
 solicitor's costs who is employed to Ex p. Davidson, 4 K. & J. 688; 
 oppose a winding-up petition, and Cilbert's Case, 5 Ch. 559. See also 
 who does so successfully, see United Hampshire Milk Co., W. N. 1880, 
 Shepherds' Wheal Bose Co., W. K. p. 194 ; Bitso's Case, W. K. 1875, 
 1885, p. 15. p. 203. 
 
 (e) General Exchange Bank, 4 (*) Ex p. Oakes & Peek, L. R. 
 Eq. 138. See also Equestrian 2 H. L. 325. 
 Buildings Co., 1 Megone 115.
 
 Contributories' Costs. 
 
 Ml 
 
 Costs 
 
 IN THE 
 
 allowed out of the estate (a) ; and where the application Chap, 
 was by the liquidator (b), and also where it was by the XIV. 
 alleged contributory (c), no costs have been given. The 
 Court does not seem, formerly, to have adhered so strictly 
 to the above rule, and persons have not been made to pay Wind 
 costs where they have unsuccessfully resisted being made ing-up, 
 
 contributories under circumstances of considerable hard- 
 
 ship ; but it is doubtful how far these decisions would be 
 followed at the present time. Costs of both sides have 
 been given out of the estate (d). 
 
 So, if a contributory applies unsuccessfully to have 
 another person put on the list, the application will, as 
 a rule, be dismissed with costs (c). 
 
 Creditors appearing will not be given costs, as, generally, 
 only one set of costs will be allowed, namely, the liqui- 
 dator's (/). 
 
 Delay by an infant shareholder in applying to have his 
 name removed from the list disentitles him to the costs (//). 
 
 On the other hand, where the liquidator appeals unsuc- 
 cessfully against an order excluding a person from the 
 list, or unsuccessfully resists an appeal by a person seeking 
 to have his name removed from the list, the alleged con- 
 tributory, as a rule, will get his costs (h) out of the assets in 
 priority to the liquidator's costs, and the general costs of 
 liquidation including cost of realization (i). 
 
 Costs of proof of debts. — Creditors who come in and prove 
 their debts or claims, pursuant to notice from the liquidator, 
 are allowed their costs of proof, which are added to the debt 
 when established. And where a claim against a company 
 in liquidation is adjourned into Court, and allowed with 
 costs out of the estate, only the costs of the adjournment 
 are meant to be given, and the costs incurred by the 
 claimants in chambers must be added to the amount of 
 the claim (k). So also an order directing the " costs of the 
 application" to be paid, means simply the costs of the 
 adjournment into Court (/). 
 
 tagu's Case, Grey's Case, 59 L. T. 
 208. 
 
 (y) Ex p. Bart, He Alexandra 
 Park Co., 6 Eq. 512. See Shewell's 
 Case, 2 Ch. 387. 
 
 (h) Beck's Case, He United Ports ' 
 Co., 9 Ch. 392. 
 
 (i) Home Investment Co., 14 
 Ch. D. 167 ; and see post, pp. 248, 323. 
 
 (A-) Ex p. Wright & Gamble, Re 
 General Estates Co., 8 Eq. 123. 
 
 (7) Holders Case, 8 Eq. 444. 
 
 (a) Cleland's Case, 14 Eq. 387. 
 
 (b) Mallorie's Case, 15 W. R. 52 ; 
 Fletcher's Case, 37 L. J. Ch. 49. 
 
 (c) Purdeifs Case, 16 W. R. 660. 
 See Gregg's Case, 15 W. R. 82. 
 
 (d) West of England Bank, Ex p. 
 Hatcher, 12 Cb. D. 284. 
 
 (e) Sugg's Case, 2 Dr. & S. 452. 
 See Aiusgrave and Hart's Case, 
 supra. 
 
 (/) Anglo-Indian and Colonial 
 Industrial, &c, Institution, lion-
 
 246 Costs of Proof of Debts. 
 
 Chap. But costs incurred by disputing the debt, if given 
 
 XIV. against the company, must not only be paid in full (a), but 
 
 execution for them will not be restrained. And so, where 
 
 Costs a c i aml ma d e by a creditor is partly successful, and another 
 
 Wind- claim against him by the liquidator is entirely unsuccessful, 
 
 iNG-up. the costs in proving the debt will be added to it, but the 
 
 costs incurred by the creditor on account of the liquidator's 
 
 claim will be paid in full (b). 
 
 The costs will not be given against the liquidator per- 
 sonally (c). 
 
 If, on the other hand, a person claiming to be a creditor 
 appeals against a disallowance of his debt, and fails on 
 the appeal, the application will, as a rule, be dismissed 
 with costs (d). An exception may be made in a proper 
 representative case '(e). 
 
 Contributories or creditors have no general right to be 
 heard in all applications in the liquidation, and if they 
 appear on proceedings in the winding-up, they will be 
 deemed to do so at their own expense (/), unless, in a 
 winding-up under the Act of 1862, appointed as repre- 
 sentatives under r. 61 (g). There is no similar rule under 
 the new practice (h). 
 
 The word "proceedings" in the last-mentioned rules 
 do not include an examination under s. 115 of the Act 
 of 1862 (i). 
 
 (a) Ex p. Levich, 5 Eq. 69; Overend, Gurney, & Co., 3 Eq. 
 Madrid Bank v. Petty, 7 Eq. 442 ; 576, 634. See British Nation Ass., 
 Bailey and LeeiharrCs Case, 8 Eq. 14 Eq. 492, 501 ; Ex p. Cotterett, 
 94 ; Marseilles Extension By., &c., 32 L. J. Ch. 66 ; Adansonia Fibre 
 Co., infra ; London and Colonial Co., 9 Ch. 637, u. 
 
 Bank, 7 Eq. 550; Gartness Iron (g) As to this, see Mclver's 
 
 Co., 10 Eq. 413 ; Eaytor Granite Claim, International Life Ass. 
 
 Co., 1 Ch. 77. See also per Cairns, Soc, 5 Ch. 424 ; Mexican. &c, 
 
 L. J., in Ex p. Smith, 3 Ch. 125, Mining Co., 6 W. R. 560 ; Era 
 
 130. Ass. Co., 11 W. R. 320; Ex p. 
 
 (b) Lombard Deposit Bank, 50 Cotterett, 32 L. J. Ch. 66; Exp. 
 L. J. Ch. 749 ; Morshead v. Betj- Orpen, 32 L. J. Ch. 633 ; Ex p. 
 nolds, 21 Beav. 638. Anchor Ass. Co., 32 L. J. Ch. 206 ; 
 
 (c) See 2 )0S t> P- 249, and Mar- Saxon Life Ass. Soc, 2 John. & H. 
 settles Extension By., &c, Co., 30 408. And, on appeal, see Ex. p. 
 Ch. D. 598. Costello, 30 L. J. Ch. 113; Ex p. 
 
 (d) Ex p. Lloyd, 1 Sim. N. S. Budd, 31 L. J. Ch. 4; Spackman 
 248 ; Wryghte's Case, 2 De G. M. v. Evans, L. R. 3 H. L. 171 ; S. P. 
 & G. 636. And see S. C, 5 De Evans v. Smallcombe, ib. 249 ; Be 
 G. & S. 244 ; Croxtoii's Case, 5 De Overend, Gurney, & Co., 3 Eq. 
 G. & S. 432 ; Ferrao's Case, 9 Ch. 576, 634. 
 
 355. (h) See r. 173 of 1890 Rules, 
 
 (e) See Ex p. Hargrove & Co., post, p. 382. 
 
 10 Ch. 542. (i) See ante, p. 197, and Norwich 
 
 (/) Per Malins, V.C., ia Be Equitable Fire Ins. Co., 27 Ch. D.
 
 Costs in the Winding-up. 247 
 
 After a contributory has become bankrupt, he is a Chap, 
 stranger to the company, and there is no jurisdiction to XIV. 
 make any order on his application (a) . 
 
 Costs under s. 10 of the 1890 Act. — As to costs which will 
 be allowed under this section, see note to r. 78 of the 
 1890 Eules, post, Part II., p. 348. Where moneys recovered 
 are charged by debentures, see as to liquidator's right to 
 deduct costs, note to r. 31 of 1890 Eules, post, Part II. , 
 p. 323. 
 
 Costs in the Winding-up. — General rule. — The judge exer- 
 cises a judicial discretion as to costs in all cases, with a 
 few exceptions mentioned in 0. 65, r. 1, and s. 5 of the 
 Judicature Act, 1890 (b). 
 
 The tendency of the Courts now is to make persons who 
 are unsuccessful in litigation pay the costs, whatever the 
 cause of their failure, but no general rule can be laid 
 down (c). The rule, so far as it is followed, applies as well 
 in favour of, as against, the company, and not only in 
 cases of litigation between the company and its contribu- 
 tories, but also in those between it and non-contributories, 
 or between different classes of contributories disagreeing 
 among themselves (d). But in representative cases, it is 
 usual not to make the party selected pay costs, and 
 frequently the company is ordered to pay them, although 
 he is unsuccessful ; but not solicitor and client costs (c). 
 In many cases no order is made as to the costs, except 
 that those of the liquidator are to be costs in the wind- 
 ing-up. 
 
 Unless the judge acting in the winding-up makes an 
 order to the contrary, or except where persons desire to 
 attend the proceedings for their own protection (/), the 
 costs and expenses incurred in proceedings subsequent to the 
 winding-up order of a non-litigious description are defrayed 
 by the company. If the assets are sufficient, the costs 
 
 515 ; Greys Brewery Co., 25 Ch. D. 5 Ch. 559 ; Ex p. Sichell, 1 Sim. 
 
 400. Cf. Brampton, &c, By. Co., N. S. 187 ; Ex p. Hall, 1 De G. M. 
 
 11 Eq. 428, where a contributory & G. 1. But see Sichell's Case, 
 
 was held entitled to cross-examine 3 Ch. 119. As to costs in the 
 
 a creditor on his affidavit. Stannaries, see Prosper Mining Co., 
 
 (a) Cape Breton Co., 19 Ch. D. L. K. 7 Ch. 288. 
 
 77. See ante, p. 207. (d) Lindley, SG0 (5th ed.). 
 
 (b) For an instance under the (e) Mutual Society, 18 Ch. D. 
 Companies Acts, see Freeman v. 530. But see Barfs Case, 10 Eq. 
 General Publishing Co. [1894], 2 622, when allowed. 
 
 Q. B. 380. (/) See C. W. U. E. 1890, r. 173. 
 
 (c) See formerly, Gilbert's Case, 
 
 Costs 
 in THE 
 Wind- 
 ing-up.
 
 248 Order of Priority. 
 
 fUsfT^L. 
 
 Chap, payable by the company are discharged by the liquidator, 
 XIV. otherwise calls are made for the purpose. 
 
 Costs Order of priority in payment of costs. — The Court may, in 
 
 in the the event of the assets being insufficient to satisfy the 
 Wind- liabilities, make an order as to the payment out of the 
 ing-up. estate of the company of the costs, charges, and expenses 
 incurred in winding-up any company in such order of 
 priority as the Court thinks just (a). 
 
 As regards companies which are not affected by the Act 
 of 1890 (b), the rule of the Court as to the order in which 
 the costs incurred in relation to the winding-up of a com- 
 pany are payable out of the assets is, in the absence of 
 any special agreement, this, that (1) in the first place the 
 costs of the petition for winding-up are to be paid (c) - y 
 next (2) costs ordered to be paid by the liquidator, or out 
 / -jty of the assets, to a successful litigant, who is entitled prima 
 f facie to immediate payment in full in priority to the 
 
 general costs of liquidation, including costs of realiza- 
 tion ((/). The onus is on the liquidator to shew that im- 
 mediate payment cannot be made ; if he shews that other 
 persons have a prior right to, or are entitled pari passu 
 with the successful litigant, no order for payment will be 
 made without providing for the other claims (<?). The 
 date of the order gives no priority, but payment will not be 
 indefinitely postponed until all claims have come in (/). 
 Then (3) the general costs of the winding-up (g) ; and 
 lastly (4) the remuneration of the liquidator; and then 
 other costs without priority inter se (h) ; but no remunera- 
 tion can be given until all the costs of the winding-up are 
 paid, including the costs of any provisional liquidator who 
 may have been properly appointed (?'). The solicitor's 
 
 (a) S. 110. Of. s. 144. (J) lb. 
 
 (b) As to windings-up under (</) But see post, p. 253, as to 
 supervision, or commenced before mortgaged assets. 
 
 1st January, 1891, see the saving (li) See Ex p. Percival, 6 Eq. 
 
 words in s. 31 of the Act of 1890. 519. 
 1 « *"* (c) Ante, p. 237. (i) Be Massey, 9 Eq. 367 ; Ex p. 
 
 (d) Dominion of Canada Plum- Percival, 6 Eq. 519. See Be 
 bago s Co., 27 Ch. D. 33; Home In- Trueman's Estate, 14 Eq. 278; 
 vestment Soc.,14: Gh.B. 167; Dron- Webb v. Whiffin, L. E. 5 H. L. 
 field Coal Co., 23 Ch. D. 511 ; Re 711. See Batten v. Wedgwood 
 Blundell, 44 Ch. D. 1; London Coal Co., 28 Ch. D. 317; Bra- 
 Metallurgical Co. [1895], 1 Ch. 758. bourne v. Anglo-Austrian Print- 
 Th'e'rule is the same under the trig Co. [1895], 2 Ch. 891, as to 
 1890 Act aud rules, London Metal- priority in a debenture-holder's 
 lurgical Co., supra. action where there is insufficient 
 
 (e) London Metallurgical Co., estate. 
 supra.
 
 Order of Priority. 249 
 
 bill of costs is part of the costs of the winding-up, and if Chap, 
 the liquidator has paid any costs out of pocket, he may be XIV. 
 entitled to be repaid out of the assets pari passu with costs y^— 
 similarly paid by the solicitor (a). Where the remaining ^? S T T ^ E 
 assets are insufficient to pay a former solicitor to the \Vind- 
 liquidator, and also costs out of pocket incurred by the dstg-up. 
 
 liquidator, the Court ordered such assets to be apportioned 
 
 equally between them (b). 
 
 The above rule, however, does not affect the rights of 
 mortgagees, and principal and interest must be paid out 
 of assets specifically mortgaged in priority to any costs 
 which are not incurred for their benefit. 
 
 When a supervision order is made on the petition of a 
 creditor, the costs of the liquidator previously incurred are 
 payable first, then the petitioner's costs in priority to the 
 liquidator's costs incurred after the order (c). 
 
 As regards all companies wound up by order of the Court 
 after 1st January, 1891, see r. 31 of the Companies 
 Winding-up Eules, 1890. 
 
 Costs of Liquidator. — Under the former Acts, where the 
 liquidator was plaintiff or applicant in some action or pro- 
 ceeding in which he failed, the costs were ordered to be 
 paid personally by him, but without prejudice to any 
 application to the judge having the control of the winding- 
 up that they should be allowed out of the estate (d). But 
 now if the liquidator is defendant or respondent in pro- 
 ceedings in which he fails, costs are given out of the 
 estate only, not against the liquidator personally (e). And 
 apparently the rule is the same where he is plaintiff or 
 defendant (/). If the assets are deficient, the defendant 
 should apply for security for costs under s. 69 of the 
 1862 Act. 
 
 (a) As to an agent of the liqui- present Acts to order a liquidator 
 
 dator's solicitor, see Hermann Loog, proceeding in the name of the com- 
 
 Ld., Ramsay's Case, 36 Ch. D. 502. pany to pay costs, but compare 
 
 (6) Dominion of Canada, Plum- cases in bankruptcy. 
 
 bago Co., supra, and see post. (e) Salisbury- Jones and Dale's 
 
 (c) New York Exchange Co. Case [1895], 1 Ch. 333, overruling 
 [1893], 1 Ch. 371. South Staffordshire Gas Co. [1893], 
 
 (d) Grand Trunk By. Co. v. 3 Ch. 523. 
 
 Brodie, 3 De G. M. & G. 146. See (/) Marseilles Extension By., &c, 
 
 the judgment of Kindersley, V.C., Co., 30 Ch. 1). 598. See Eraser 
 
 in Consols Ins. Co. v. Wood, 2 Dr. v. Province of Bnscia Steam 
 
 & S. 353 ; and see Caldwell v. Tramways Co., 56 L. T. 771 ; Ex 
 
 Ernest, 27 Beav. 39, 42; Jones -p. Bentley, 12 Ch. D. 850, 857. 
 
 v. Jones, 2 De G. J. & S. 294. As to a case of doubt, see Mac- 
 
 Qucere, as to the power under the lagan's Case, 51 L. J. Ch. 841.
 
 250 Costs of Liquidator. 
 
 M 
 
 Chap. Where the form of order directs that the costs of a 
 
 XIV. successful litigant are to be paid by the liquidator, and 
 
 that he is to be at liberty to retain them out of the assets, 
 
 Costs ^ ie liquidator has been held to be entitled to repay himself 
 Win™ * ne cos * s ou ^ °f ^ ie asse ^ s m Priority to all other creditors 
 ing-up.t/t («)• When costs, however, have been properly incurred 
 V^- by the liquidator in litigation, he will have them, and also 
 his own costs, out of the estate. As a rule the assets 
 are sufficient, and an order is accepted by the adverse 
 litigant for payment out of the estate. A liquidator is 
 not entitled, in the absence of any special direction, to 
 have his costs taxed as trustee's costs (b). 
 
 But there can be no doubt of the power of the Court to 
 order a liquidator personally to pay any costs, charges, or 
 expenses improperly incurred by him in winding up the 
 company, and without recourse to the company ; and, on 
 more than one occasion, the liquidator has been made to 
 bear his own costs (c). He will lose his costs if he omits 
 to furnish the Court with the necessary documents (d). So 
 where his books have not been properly kept, the Court 
 may refuse to make any order as to his costs (e). So, also, 
 where he disregards his duty, or throws upon the parties 
 costs which he ought not to do (/). A liquidator is not 
 entitled to the same indulgence as an ordinary gratuitous 
 trustee, and may be deprived of costs for a mistake (g). 
 
 When a winding-up order is discharged as void, the 
 liquidator appointed under it is not entitled, out of the 
 estate of the company, to his costs incident to his appoint- 
 ment, or to his costs in an action instituted under the 
 direction of the Court, or to any remuneration (h). 
 
 If a liquidator desires to be safe as regards costs of an 
 appeal, he should apply for leave to appeal to the judge 
 who has control of the winding-up. The present practice 
 of the Court of Appeal, where the liquidator appears in an 
 appeal in the winding-up, and his costs are not payable by 
 any party to the appeal, is to refuse to determine whether 
 they should be given out of the estate. The liquidator must 
 
 (a) Dominion of Canada Plum- (d) Drummond , s Case, 21 L. T. 
 bago Co., supra ; Campbell's Case, 317. As to payments by the 
 4 Ch. D. 470. liquidator to his solicitor, see Union 
 
 (b) East llolyford Mining Co., Cement Co., 20 W. E. 361. 
 Ir. R. 10 Eq. 361. (e) Ex p. A' Beckett, 2 Jur. N. S. 
 
 (c) Lindley, 863 (5th ed.). See 684. 
 Ex p. Roberts, 1 Drew. 204; Clif- (/) Marseilles Extension By., &c., 
 ton's Case, 5 De G. M. & Gr. 743 ; Co., supra. 
 
 Ex p. Woolmer, 22 L. J. Ch. 513 ; (g) Silver Valley Mines, infra. 
 
 Marseilles Extension By., &c., Co., {h) Ex p. Harding, Plumstead 
 
 supra. Water Co., 11 W. E. 99.
 
 Costs of Liquidator. 251 
 
 apply for these costs to the judge below, who will order the Chap, 
 payment of them out of the estate unless he sees any XIV. 
 
 reasons to the contrary (a). Where the liquidator is 
 
 respondent to an appeal which is allowed with costs, the CoSTS 
 costs are only given out of the assets, not against the wind- 
 liquidator personally (b) . Probably the rule is the same ing-up. 
 
 where he is appellant, and if so, the respondent should 
 
 apply for security for costs. 
 
 In cases where the Act of 1890 does not apply (c), from 
 time to time during the winding-up the liquidator makes 
 an application by summons for an order to tax his costs (d). 
 An order to pay the costs, &c, is, as a rule, subsequently 
 obtained, but occasionally the registrar sanctions the 
 j)ayment after taxation without an order, and the liqui- 
 dator provides for them in his next account. In giving 
 liberty to pay, the registrar may make a note, and 
 provide for payment in the next account, and no order 
 will be drawn up (e). Sometimes an order may be ob- 
 tained giving the liquidator liberty to pay a certain sum 
 to his solicitor on account of costs without prejudice to the 
 taxation of such costs. 
 
 Where the order to tax provides, as is usual, that in 
 taxing the costs the taxing master is to have regard to 
 any sums of money received in respect of costs of com- 
 promise with any contributories or otherwise, it is necessary 
 that the liquidator and his solicitor should produce an 
 affidavit as to costs received in respect of compromises, &c, 
 on taxation. 
 
 See further as to taxation, post, p. 259. 
 
 Solicitor to liquidator. — The liquidator is not personally 
 liable to his solicitor for the costs of the winding-up (/) ; 
 nor, it seems, is a voluntary liquidator (g). The solicitor 
 
 (a) Be Silver Valley Mines, 21 Tramways Co., 56 L. T. 771. 
 Ch. I). 381, 387 ; WescomVs Case, (b) Salisbury- Jones and Dale's 
 
 9 Ch. 553. See Ex p. Littledale, Case [1895], 1 Ch. 333. 
 9 Cli. 257, 262; Ferrari's Case, ib. (c) See s. 31 of the Act of 1890, 
 
 355; Cambrian Steam Packet Co., as to windings-up under supervision, 
 
 4 Ch. 112. But see, on the other and as to windings-up commenced 
 
 hand, the rule in Robinson's Case, before 1st January, 1891. 
 Peruvian Bys. Co., 4 Ch. 322, as (d) See infra, p 259, as to taxa- 
 
 to a liquidator's costs in supporting tion. 
 
 unsuccessfully being allowed out of (e) See R. S. C. 1883, 0. 55, 
 
 the estate ; and Stringer's Case, ib. r. 74 (a), December, 1885. 
 475 ; see also Ship's Case, 13 W. R. (/) Anglo-Moravian By. Co., 1 
 
 599 ; Sichell's Case, 3 Ch. 119 ; Ch. D. 130 ; Dominion of Canada 
 
 Bush's Case, 6 Ch. 246. Of. Exp. Plumbago Co., 27 Ch. D. 33. 
 Angerstein, 9 Ch. 479 ; and Eraser (g) Be Trueman's Estate, 14 Eq. 
 
 v. Province of Brescia Steam 278.
 
 252 Solicitor to Liquidator. 
 
 Chap, is appointed by the liquidator on the terms that he is to 
 
 XIV. look to the assets of the company only, and not to the 
 
 personal credit of the liquidator (a). Of course, this rule 
 
 Costs j n n0 wa y interferes with cases where an order is made 
 
 Wind- ^ ia ^ ^ ie liquidator should be personally liable to pay the 
 
 ing-up. costs to an adverse litigant (b). It is the duty of the 
 
 liquidator to obtain the decision of the judge in chambers 
 
 where the solicitor requires payment on the less economical 
 footing (c). 
 
 Where the liquidator changes his solicitor, and the assets 
 are not sufficient to pay the whole of the costs, the bills 
 of costs of the different solicitors will, as a general rule, be 
 paid rateably, so far as the assets will extend (d). 
 
 In a case decided before 1890, where the remaining 
 assets were insufficient to pay a former solicitor to the 
 liquidator and also costs out of pocket incurred by the 
 liquidator, the Court ordered such assets to be apportioned 
 equally between them (e). 
 
 The solicitor has no lien on the file of proceedings in 
 the winding-up, nor on the documents relating thereto (/). 
 It is not clear whether the solicitor to the liquidator is 
 entitled to claim a lien for his costs on a fund recovered 
 in the winding-up of the company by his means (g) ; but, 
 as to sums which were in the hands of the company 
 before the commencement of the winding-up, or the general 
 assets of the company, the solicitor has nothing to do with 
 them (h). 
 
 Where the liquidator in England employs a solicitor 
 upon the terms that he must look to the assets only for 
 payment, he will be restrained from enforcing payment by 
 attachment of assets, or otherwise his only right is to apply 
 in the winding-up (i). 
 
 Costs of realization. — The general rule, where property 
 
 (a) Anglo-Moravian Py. Co., See Potter's Case, 1 De G. & S. 
 supra. See 53 & 54 Vict. c. 63, 728, decided uuder the old Acts, as 
 s. 12 (4). to his Hen. See Phoznix Life Ass. 
 
 (b) Grand, &c, Trunk By. Co. v. Co., 1 H. & M. 433, as to costs 
 Brodie, 3 De G. M. & G. 146. And where business unauthorized. See 
 see supra. Be Gotland, 31 Ch. D. 296, as to 
 
 (c) United Kingdom Land and promotion expenses. 
 
 Building Assoc, 40 Ch. D. 471. (g) Cf. Union Cement Co., 20 
 
 (d) Audley Hall Cotton Spinning YV. K. 361 (where it was held that 
 Co., L. R. 6 Eq. 245 ; 37 L. J. Ch. he was not) ; and Be Massey, 9 Eq. 
 !»04. See Dominion of Canada 367. 
 
 Plumbago Co., supra. (/i) lb. 
 
 (e) Dominion of Canada Plum- (t) Hermann Loog (Limited), 
 bago Co., supra. Bamsaijs Case, 36 Ch. D. 502. 
 
 (/) Ex p. Pulbrooh, 4 Ch. 627.
 
 Costs of Realization. 
 
 253 
 
 which is being realized in the winding-up is subject to Chap, 
 incumbrances, has been that the liquidator's costs, charges, XIV. 
 and expenses of realization must be paid in the first place, 
 and then the incumbrancers are entitled to their principal, ^^ke 
 interests, and costs, in priority even to costs incurred by Winb- 
 the liquidator in carrying on the company's business for nra-up. 
 
 the benefit of the creditors (a) ; the general costs of the 
 
 winding-up coming last (b). The liquidator's costs of pre- 
 servation of the property are, as between the incumbrancers 
 and the company, payable by the company; but the 
 liquidator is entitled to be indemnified out of the fund for 
 so much of such costs as is not paid to him out of the 
 company's assets (b). 
 
 Where, however, part of the assets had to be severed from 
 the rest to answer the claim of a creditor, upon which claim 
 there were many incumbrances, it was held that the 
 liquidators were entitled to their costs, out of the fund, of 
 appearing on a petition, with which they were served, for 
 payment out of Court, but not their costs, charges, and 
 expenses of investigating the claims, or of an abortive 
 attempt at arrangement (c). 
 
 Under an agreement between the liquidator and the 
 landlord of a company in liquidation that the liquidator 
 should sell furniture, and pay the proceeds, " less the 
 auction charges," into Court, the liquidator is not entitled 
 to deduct his own costs and charges in carrying out the 
 sale (d). 
 
 Costs which are not payable out of the assets. — The Court 
 has no jurisdiction to order payment out of the assets of 
 costs incurred by shareholders, not representing the com- 
 pany, who have commenced an action on their own respon- 
 sibility, and continued it without obtaining leave (e). 
 
 Where a company has been finally dissolved, the costs 
 of appearance of shareholders who appeared on a summons 
 
 (a) See Ormerod, Grierson, & Co., 
 W. N. 1890, p. 217. 
 
 (b) Marine Mansions Co., 4 Eq. 
 601 ; Re Oriental Hotels Co., 12 
 Eq. 126 ; Regent's Canal Ironworks 
 Co., Ex p. Orissell, 3 Ch. D. 411 
 (as to what is preservation) ; Ex p. 
 Leech, Re Barned's Banking Co., 
 6 Ch. 388. See Hamilton's Iron- 
 works Co., 27 W. R. 827, as to 
 
 costs of attending 
 
 winding-up proceedings. As to a 
 debenture-holder's action, and the 
 order in which costs and other 
 expenses muse be paid, see Batten 
 v. Wedgwood Coal Co., 28 Ch.D.317. 
 
 (c) Bonellfs Electric Telegraph 
 Co., 18 Eq. 656. 
 
 (d) New City Constitutional Club 
 Co., Exp. Purssell, 34 Ch. D. 646. 
 
 (e) Hull Central Drapery Co., 
 15 Ch. D. 326.
 
 254 
 
 Costs incurred by Company. 
 
 Chap. 
 XIV. 
 
 Costs 
 
 in THE 
 Wind- 
 ing-up. 
 
 by a creditor against the former liquidator were not 
 allowed (a). 
 
 Nor can a solicitor of a creditor be allowed to take 
 proceedings in the name of the company in order to get in 
 assets to pay bis own costs (6). And where an order was 
 made in a winding-up directing that the applicant should 
 receive his costs of the application out of the assets, it 
 was held that there was no jurisdiction to give his solicitors 
 leave to sue the directors in the name of the company for 
 misfeasance (c). 
 
 A director is liable for costs of defending a suit to which 
 he is made a party as director, and for costs of opposing 
 a winding-up petition in his own name (d). 
 
 Where the solicitors to a company were retained by the 
 directors to defend actions in respect of claims arising out 
 of unauthorized business carried on by the company, and 
 the defence to the actions was on the merits, and not by 
 a plea of ultra vires, the solicitors could not prove for their 
 costs against the assets, as they were considered to be the 
 solicitors of the directors and not of the company (e). 
 
 Costs incurred by company in liquidation. — Where a com- 
 pany or liquidator is ordered to pay costs, such costs are 
 payable in full out of the assets of the company in priority 
 to the general costs of the winding-up (/), and are not to 
 be proved as a debt in the winding-up (g) ; and execution 
 for them will not be restrained where the action by the 
 liquidators is in the name of the company (/<). 
 
 Where, after a petition was presented, but before the 
 winding-up order, judgment was obtained against a com- 
 pany by a creditor, the costs of the application and of the 
 action were given after the liquidator's costs, although 
 leave to issue execution was refused (i). 
 
 Security for costs from companies. — Where a limited com- 
 pany is plaintiff, and it appears that there is reason to 
 believe that the assets of the company will be insufficient 
 to pay the defendant's costs, the judge may require 
 
 (a) Westbourne Grove Drapery 
 Co., 27 W. R. 37. 
 
 (b) Cape Breton Co. v. Fenn, 
 17 Ch. D. 198. 
 
 (c) lb. 
 
 (d) Be Trueman's Estate, 14 Eq. 
 278. 
 
 (e) Phoenix Life Ass. Co., 1 
 H. & M. 433. 
 
 (/) Supra, p. 248. 
 
 (g) Madrid Bank v. Petty, 7 Eq. 
 44 'J; Baitey and Leetham's Case, 
 8 Eq. 94 ; Ex p. Smith, 3 Ch. 125 ; 
 Ferraris Case, 9 Ch. 355; May's 
 Case, W. N. 1871, p. 18. 
 
 (h) Ex p. Levick, 5 Eq. 69. 
 
 (i) Dimsons Fire Clay Co., 19 
 Eq. 202. See Cape Breton Co. v. 
 Fenn, supra, and 17 Ch. D. 198, 
 205.
 
 Security for Costs. 255 
 
 sufficient security to be given, and stay all proceedings in Chap, 
 the meantime («). In the absence of any reason to the XIV. 
 
 contrary, the fact that the limited company is in liquidation , 
 
 is sufficient evidence upon which to obtain security (&). So, TS 
 also, when there are cross-actions (c) or a counter-claim (d). Wind- 
 
 The Court has jurisdiction to order the liquidator to give ing-up. 
 security in an application under s. 10 of the Act of 1890 (e), 
 
 In interpleader proceedings instituted by a sheriff, a 
 company which is being wound up may, although made 
 defendants to the issue, be ordered to give security for 
 costs (/). 
 
 The Court has now a judicial discretion to direct security 
 for costs to be given at any time (g), even after notice of 
 trial (li). 
 
 Notwithstanding some time has elapsed since the com- 
 mencement of the action, if a new case, which would cause 
 a considerable increase of expense, is raised by amendment, 
 security for costs ought to be given (i). 
 
 The security for costs directed by s. 69 of the Act of 
 1862 is not limited by the amount fixed by the Court in the 
 case of a plaintiff out of the jurisdiction, but the amount 
 is now one of discretion, and is to be determined according 
 to the particular circumstances of the case (k). Liberty 
 may be given to renew an application in order to obtain 
 further security (I). 
 
 (a) S. 69. See Cailland's Tan- 31 Ch. D. 34, dissenting from the 
 ning Co. v. Cailland, 28 L. J. Ch. observations in Pooley's Trustee v. 
 357 ; 5 Jur. N. S. 259 ; General Whetham, 28 Ch. D. 38. 
 Horticultural Co., 4 T. L. R. 13. (c) Pure Spirit Co. v. Foivler, 
 As to waiver of right of security, 25 Q. B. D. 235. 
 
 see under the old practice, Washoe (d) Strong v. Carlyle Press (2) 
 Mining Co. v. Ferguson, 2 Eq. 371 ; W. N. (1893) 51. 
 Northampton Coal Co. v. Midland (e) Seventh East Central Build- 
 Waggon Co., 7 Ch. D. 500; and ing Soc., 51 L. T. 109. But see 
 now R. S. C. 1883, O. 65 r. 6. As infra. 
 
 to when security will be ordered in (/) Tomlinson v. Land and 
 
 a cross-suit, see Accidental and Finance Corp., 14 Q. B. D. 539. 
 
 Marine Insce. Co. v. Mercati, 3 Eq. See Rhodes v. Dawson, 16 Q. B. D. 
 
 200 ; Washoe Mining Co. v. Fergu- 548. 
 
 son, supra ; City of Moscow Gas (g) R. S. C. 1883, O. 65, r. 6. 
 
 Co. v. International Financial Soc, (h) Lydney, &c, Iron Co. v. 
 
 7 Ch. 225. Bird, 23 Ch. D. 358. 
 
 (b) Isle of Wight and Southamp- (i) Northampton Coal, ifcc, Co. 
 ton Steamboat Co. v. Rawlins, 11 v. Midland Waggon Co., supra. 
 W. R. 978 ; Northampton Coal, (k) Imperial Bank of China,, &c. 
 &c, Co. v. Midland Waggon Co., v. Bank of Hindustan, &c, 1 Ch. 
 7 Ch. D. 500. See City of Moscow 437. See low R. S. C. 1883, O. 65, 
 Gas Co. v. International Financial r. 6. 
 
 Soc, supra. As to a trustee in (I) Western of Canada Oil Co. 
 
 bankruptcy, see Co well v. Taylor, v. Walker, 10 Ch. 628.
 
 256 Security Jor Costs. 
 
 Chap. Bacon, V.C., ordered the liquidator of a building society 
 
 XIV. established in conformity with the Building Societies Act, 
 
 1836, which was in course of being wound up, to give 
 
 Costs security for costs in certain proceedings taken by him 
 ™ THE against the late manager (a). But building societies 
 ingmjp. established under the above Act, and not subsequently 
 ' . — 1 incorporated under the Act of 1874, have always been 
 treated as " unlimited companies," and s. 69 of the Com- 
 panies Act, 1862, relates only to limited companies. It 
 is not clear which portion of the Companies Act, 1862, 
 confers the "general jurisdiction" referred to by the 
 Vice-Chancellor. Moreover, it has been decided (b), by 
 the Court of Queen's Bench, that an unlimited company, 
 although in liquidation and insolvent, cannot be ordered 
 to give security under s. 69. The decision of Bacon, V.C., 
 therefore, clashes with the last-mentioned case, but it is 
 conceived that an unlimited company is not within the 
 section. 
 
 Indemnity against costs. — Where a company covenants to 
 indemnify another company, upon purchasing its business, 
 against all claims, costs, and charges, and both companies 
 are subsequently wound up, it seems that the latter com- 
 pany is not entitled to any indemnity with respect to the 
 costs of its own winding-up (c) ; except as regards such 
 part of the costs of winding-up the amalgamated company 
 as have been incurred by a breach on the part of the 
 former company of their covenant (d). 
 
 Scheme of reconstruction. — Upon a petition under the 
 Joint Stock Companies Arrangement Act, 1870, the costs 
 of all parties, except dissentient debenture-holders, have 
 been ordered to be paid out of the estate (e). 
 
 See as to reconstruction generally, post, Part IV., p. 432. 
 
 Voluntary liquidation. — The Act of 1890 does not apply. 
 
 (a) Seventh East Central Build- pany's property under s. 161 of the 
 ing Soc, 51 L. T. 109. Act of 1862, see Tunis Eys. Co., 
 
 (b) United Ports, &c, Insu. Co. W. N. 1874, p. 121 ; Marine In- 
 v. Hill, L. K. 5 Q. B. 395 ; Rhodes vestment Co., 8 Ch. 702, 710. See 
 v. Dawson, 16 Q. B. D. 548, 555. Imperial Merc. Credit Ass., 12 Eq. 
 
 (c) Per Lord Cairns (Alb. Arb.), 504, as to costs of determining 
 16 Sol. J. 141; Beil. 17. price under s. 162 of the dissentient 
 
 (d) Per Lord Westbury,in British shareholder's interest. As to a 
 Nation Indemnity Claims (Eur. scheme being abortive, and costs 
 Arb.), L. T. 4. See also (Eur. not being given of a petition and 
 Arb.) L. T. 165. procedure following thereon to cre- 
 
 (e) As to the liability of dissen- ditors, see Holden v. Scottish Herit- 
 tient shareholders for the costs of able Security Co., 14 C. of S. Cas. 
 winding-up after a sale of the com- 633 (Sc).
 
 Voluntary Liquidation. 257 
 
 There is no difference in principle between the costs in a Chap. 
 voluntary and a compulsory winding-up (a) ; although it XIV. 
 
 is expressly provided in the case of voluntary liquidations 
 
 that all costs, charges, and expenses properly incurred, CoSTS 
 including the remuneration of the liquidators, are payable \vj^ 
 out of the assets in priority to all other claims (b). This nro-trp. 
 
 means in priority to all claims upon the company at the 
 
 time of the winding-up (c). And therefore all the costs 
 to which a person has been improperly put by adverse 
 litigation will be ordered to be paid out of the assets in 
 priority over the liquidator (d). 
 
 A creditor may bring an action after a voluntary winding- 
 up, as he has no means of establishing his claim (e) ; but 
 if he commences or proceeds with an action, he can only be 
 admitted to prove for the costs of the action, and of the 
 application to restrain execution, as an appendage to his 
 debt (/). And a creditor-plaintiff in an action against a 
 company in voluntary liquidation is not entitled to any 
 priority in the winding-up for his costs of the action ; he 
 can only add them to his debt (g). But where a creditor, 
 after notice of the winding-up and an offer to allow him to 
 prove for his debt and costs, goes on with the action, he 
 may not be allowed to add to his debt his costs of appear- 
 ing on an application to stay proceedings (h). Indeed, he 
 may be ordered to pay the company's costs (i). 
 
 Unregistered companies. — In winding up insurance com- 
 panies, where the policies are payable only out of the 
 funds of the company, the essence of the contract is that 
 the funds inapplicable to prior claims, and remaining 
 unapplied and undisposed of at the time of the making of 
 the winding-up order, shall be liable to the policy-holders. 
 The costs of the winding-up, the costs of settling the list 
 of contributories, and the costs of recovering calls, are 
 costs which ought to fall upon the company, that is to say, 
 are costs which ought to be satisfied by further calls made 
 upon the shareholders. If there are assets that require to 
 
 (a) Per Lord Cairns in Webb v. (g) Thurso New Gas Co., 42 */*/-«* &7_ 
 Whiffin, L. R. 5 H. L., at p. 735. Ch. D. 486. See this case as to 
 
 (b) S. 144. Cf. s. 110. judgment not being obtained until 
 
 (c) See cases ante, p. 248, as to after the resolution, and no priority- 
 costs incurred by a company in being given. 
 
 liquidation. (A) Pose v. Gardden Lodge Coal 
 
 (d) lb. Co., 3 Q. B. D. 235; Walker v. 
 
 (e) As to a compulsory winding- Banagher Distillery Co., 1 Q. B. D. 
 up, see ante, p. 58, et seq. 129. 
 
 (/ ) Poole Firebrick Co., 17 Eq. (/) Freeman v. General Publish- 
 
 268. ing Co [1894], 2 Q. B. 380. 
 
 E.W. S
 
 258 
 
 Appeal as to Costs. 
 
 Chap. 
 XIV. 
 
 Costs 
 in THE 
 
 Wind- 
 ing-up. 
 
 be disposed of by sale, and costs are incurred in the sale, 
 those costs would be deducted out of the sale moneys, and 
 it would be the net sale moneys which would be applicable 
 assets (a). But the doctrine of marshalling does not apply 
 as between the policy-holders and the general creditors, 
 and the former cannot claim any priority over the latter (/>). 
 
 Where there were no shares in a mutual insurance asso- 
 ciation, it was ordered that the costs must be borne by 
 payers and receivers pro rata according to the amounts to 
 be paid or received by them respectively (c). 
 
 Where the liability was unlimited as to creditors generally, 
 but limited as to policy-holders, and some contributories 
 compromised their liabilities with the liquidator under 
 s. 160, those contributories who had not compromised were 
 held to be not entitled to require that the amounts received 
 under the compromise should be marshalled between the 
 liability for costs and the liability under policies, and they 
 alone were held liable for the costs of liquidation (d). But 
 where a charge upon calls given to the company's bankers 
 was paid off from the limited assets, the policy-holders had 
 no equity to have the assets marshalled, so as to throw any 
 part of the bankers' debt upon the unlimited assets (<?). 
 
 Appeal as to costs. — No order made as to costs only 
 which are left to the discretion of the Court, is subject 
 to any appeal, except by leave of the judge making the 
 order (/). But if an order relating to costs involves a 
 question of law and principle, an appeal will be allowed (g) ; 
 and an irregular order is subject to appeal (h). Though 
 s. 49 of the Judicature Act does not in terms apply to 
 appeals from the Court of Appeal, yet the principle is the 
 same (i). 
 
 A liquidator is entitled, as a rule, to his costs out of the 
 
 (a) Agriculturist Cattle Ins. Co., 
 10 Ch. 1 ; Professional Life Ass. 
 Co., 3 Ch. 167 ; State Fire Ins. Co., 
 34 L. J. Ch. 436; English and 
 Irish Church. &c, Soc, 1 H. & M. 
 79. See Lethbridge v. Adams, 13 
 Eq. 547. 
 
 (b) State Fire Insce. Co., 1 H. & 
 M. 457 ; 1 De G. J. & S. 634. 
 
 (c) London Marine Ins. Ass., 
 8 Eq. 176. See Preece and Evans' 's 
 Case, 2 De G. M. & G. 374. 
 
 (d) Accidental Death Ins. Co., 
 7 Ch. D. 568. 
 
 (e) International Life Ass. Soc, 
 
 2 Ch. D. 476 ; Professional Life 
 Ass. Co., supra. 
 
 (/) Jud. Act, 1873, s. 49. Be 
 Wainwright, 19 Ch. D. 140. 
 
 (g) Per James, L.J., Be Bio 
 Grande, &c, Co., 5 Ch. I). 282, 
 284 ; Goodman v. Blake, 19 Q. B. D. 
 77. Seeder Jessel, M.E., Be Chen- 
 nell, 8 Ch. D. 502; Huxley v. West 
 London By. Co., 2 T. L. K. 765. 
 
 (h) Wilmott v. Barber, 17 Ch. D. 
 772. 
 
 (0 But see Met. Asylum District 
 v. Hill, 5 App. Cas. 582, 584, per 
 Selhorne, L.C.
 
 Taxation. 
 
 259 
 
 estate, and can therefore appeal against an order refusing Chap, 
 him his costs (a). XIV. 
 
 Taxation of costs. — Under the Act of 1890, see Companies CoSTS 
 Winding-up Kules, 1890, rr. 22-30, post, pp. 320-322. ^™ 
 
 In cases to which the Act of 1890 does not apply (b), ing-up. 
 
 where an order is made in Court or chambers for payment 
 
 of any costs, the order is to direct their taxation by the 
 taxing-master ; except in cases where a gross sum in lieu 
 of taxed costs is fixed by the order in accordance with Cons. 
 Ord. 40, r. 37 (c). That order provides that the Court 
 may direct payment of a sum in gross in lieu of taxed 
 costs ; but it has been said that the costs will not be fixed 
 except where the parties are poor, and anxious to put an 
 end to the matter (d). 
 
 It is not the practice in the case of a company in liquida- 
 tion to grant the common order to tax, making the liqui- 
 dator offer to pay what shall be found due. In all cases 
 where there is a liquidation, a special order is granted 
 with no offer (e). It is the settled practice for a solicitor 
 who has been employed by the company to carry in his 
 bill of costs as a claim to be admitted by the liquidator in 
 the usual way. If the amount is disputed, the bill is 
 taxed in the ordinary way, and the solicitor adds his costs 
 of taxation to his bill, and receives his dividend on the 
 amount like any other creditor (/). 
 
 Although a case as presented to the Court may not be 
 of special " difficulty " within the meaning of B. S. C. 
 1883, O. 65, r. 9, leave will be given to the taxing-master 
 to tax all, or any part of the costs, on the higher scale, if it 
 appears on such taxation that the difficulty was removed 
 by the expenditure of time, money, and learned in- 
 dustry (g). 
 
 A bill is not taxable by the liquidator if at the date of 
 the winding-up the company could not have insisted on 
 
 (a) Silver Valley Mines, 21 Cli. 
 D. 381. 
 
 (b) See s. 31 of the Act of 1890, 
 as to a winding-up under super- 
 vision, or windiog-up commenced 
 before 1st January, 1891. 
 
 (c) Gen. O. 1862, r. 72. See 
 now R. S. C, O. 65, and O. 54, r. 
 9a (1888), as to taxation of costs, 
 and 0. 65, rr. 27, 38a. As to the 
 costs of an appeal from the Stan- 
 naries Court being taxed by the 
 taxing-master of the Chancery 
 
 Division, see Spargo's Case, 21 
 W. R. 306. 
 
 (d) London and Blackmail By. 
 Co. v. Limehouse Board, 26 L. J. 
 Ch. 164, at p. 170. 
 
 (e) Be Brabant, 23 Sol. J. 
 (1879), p. 779. 
 
 (/) Liverpool Household Stores 
 Assoc., W. N. 1889, p. 48. 
 
 (g) Fraser v. Province of Brescia 
 Steam Tramways Co., 56 L. T. 
 771.
 
 260 Taxation. 
 
 Chap, taxation (a). But the company's solicitor's bill of costs 
 
 XIV. can be taxed by the liquidator in a winding-up, notwith- 
 
 standing more than twelve months have elapsed since 
 
 Costs delivery (b) ; the effect of the winding-up order being to 
 
 Wind- suspend the operation of the twelve months' rule, and the 
 
 ing-up. rights of all parties remain just as they were at the time of 
 
 the winding-up (c). 
 
 (a) Ex p. Quilter, Be James, 4 Ex p. Quilter, Be James, 4 De G. 
 
 De Gr. & S. 183. & S. 183, where taxation was re- 
 
 (h) Ex p. Evans, 11 Eq. 151. fused, but bill was delivered twelve 
 
 As to the debt being allowed sub- months before winding-up. 
 
 ject to taxation, see Terrell v. (c) 11. 
 
 riulion, 4 H. L. C. 1091. But see
 
 PART II. 
 
 WINDING-UP BY THE COURT. 
 
 BEING THE WINDING-UP ACT, 1890, AND THE KULES 
 UNDER IT ANNOTATED.
 
 THE COMPANIES (WINDING-UP) ACT, 
 1890, AND THE EULES (1890-1895). 
 
 COMPANIES (WINDING-UP) ACT, 1890. 
 53 & 54 Vict. c. 63. 
 
 1. — (1.) The courts having jurisdiction to wind up com- 
 panies in England and Wales shall be the High Court, 
 the chancery courts of the counties palatine of Lancaster 
 and Durham, the county courts, and the Stannaries court. 
 
 (2.) Where the amount of the capital of a company paid 
 up or credited as paid up exceeds ten thousand pounds, a 
 petition to wind up the company or to continue the winding 
 up of the company under the supervision of the court 
 shall be presented to the High Court, or, in the case of a 
 company situate within the jurisdiction of either of the 
 palatine courts aforesaid, either to the High Court or to 
 the palatine court having jurisdiction. 
 
 (3.) Where the amount of the capital of a company paid 
 up or credited as paid up does not exceed ten thousand 
 pounds, and the registered office of the company is situate 
 within the jurisdiction of a county court having jurisdiction 
 under this Act, a petition to wind up the company or to 
 continue the winding up of the company under the super- 
 vision of the court shall be presented to that county court. 
 
 "County Court having Jurisdiction." — All County Courts, except County 
 Courts which, at the time this Act came into operation, were excluded 
 from jurisdiction in bankruptcy, have jurisdiction under this Act; Order 
 of L. C. Nov. 90. 
 
 Metropolitan County Courts. — These Cts. being excluded from juris- 
 diction in bankruptcy, see Bank. Act (83), ss. 92, 93, their districts are 
 attached to the H. C. : The Court Bureau, W. N. (1891) 15 ; 7 T. L. R. 
 223. 
 
 Claim by Company against Stranger. — There is no jurisdiction in the 
 Cty. Ct. to decide a disputed claim between the company and a stranger 
 which arose before the winding-up, analogous to B. A. 1883, s. 102 : Be 
 llkley Hotel Co. (1893), 1 Q. B. 248. 
 
 S. 1. 
 
 Juris- 
 diction to 
 wind up 
 com- 
 panies. 
 
 Where 
 
 capital 
 
 paid up, 
 
 &c, 
 
 exceeds 
 
 £10,000. 
 
 Where 
 capital 
 paid up, 
 &c, does 
 not exceed 
 £10,000.
 
 2G4 
 
 Companies (W.U.) Act, 1890. 
 
 S. 1. 
 
 Proviso as 
 to Stan- 
 naries. 
 
 Exclusion 
 ofCty.Ct. 
 by L. C. 
 
 Powers 
 ofCt. 
 
 having 
 jurisdic- 
 tion, ecc. 
 
 Petition to High Court when capital paid up less than £10,000. — Order 
 to wind up made, and proceedings transferred to County Court under s. 3 : 
 Milford Haven. Shipping Co., W. X. (1895) 16. 
 
 (4.) Provided that where a company is formed for work- 
 ing mines within the Stannaries and is not shown to be 
 actually working mines beyond the limits of the Stannaries, 
 or to be engaged in any other undertaking beyond those 
 limits, or to have entered into a contract for such working 
 or undertaking, a petition to wind up the company or to 
 continue the winding up of the company under the super- 
 vision of the court shall be presented to the Stannaries 
 court whatever may be the amount of the capital of the 
 company and wherever the registered office of the company 
 is situate. 
 
 " Stannaries Court." — Definition, s. 32, sub-s. 1. See also Stannaries 
 Acts, I860 and 1887. 
 
 " Company formed for working mines within Stannaries." — See New 
 Terras Tin, &c, Co. [1894], 2 Ch. 344, ante, Part I., Ch. II., p. 19. 
 
 (5.) The Lord Chancellor may by order exclude a county 
 court from having jurisdiction under this Act, and for the 
 purposes of such jurisdiction may attach its district, or 
 any part thereof, to the High Court or to any other county 
 court, and may revoke or vary any such order. In 
 exercising his powers under this section the Lord Chan- 
 cellor shall provide that a county court shall not have 
 jurisdiction under this Act unless it has for the time being 
 jurisdiction in bankruptcy. 
 
 '•May by Order exclude." — See Order of L. C, 29 Nov. 1890, made 
 under this sub-section, and see lie The Court Bureau, cited sub-s. 3. 
 
 Transfer. — (S. 3.) There is no power to transfer the winding-up of a 
 company from the H. C. to a Ct. which has no jurisdiction to wind up 
 under the Act : Be Beat Estate [1893], 1 Cn. 398. 
 
 (6.) Every Court having jurisdiction under this Act to 
 wind up a company shall for the purposes of that jurisdic- 
 tion have all the powers of the High Court, and every 
 prescribed officer of the Court shall perform any duties 
 which an officer of the High Court may discharge by order 
 of the Judge thereof or otherwise in relation to the winding 
 up of a company. 
 
 " Powers of the High Court." — This gives the Ct. " having jurisdiction " 
 all the powers of the C. D. if the matter was being dealt with there; or 
 all the powers of the Q. B. D. if it were being dealt with there : Ex parte 
 Beynolds, 15 Q. B. D., p. 188. See as to ordinary powers of Ct. under 
 C. A. ((52), ss. 98-114. Extraordinary poweis, C. A. (62), ss. 115, 119. 
 Powers ot transfer, s. 3. Dthgation of certain powers of H. C. to Liu,., 
 Act (90), s. 13.
 
 ings id 
 wrong Ct. 
 
 Companies (IV. U.) Act, 1890. 2G5 
 
 Cf. also Re Ilkhy Hotel Co. (1893), 1 Q. B. 248, cited s. 1, sub-s. 3 (n.). SS. 2, 3. 
 
 Tbe County Courts, however, must exercise these powers through their 
 
 own officers. They cannot issue a writ otfi.fa. addressed to the sheriff 
 of the county : Re Bassctts Plaster Co. [1894], 2 Q. B. 96. 
 
 (7.) Nothing in this section shall invalidate a proceeding Proceed- 
 by reason of its being taken in a wrong Court. 
 
 "Shall invalidate."— See Re Butter, &c, Tin Co., Part I., Ch. II., p. 20. 
 
 Proceedings may be either transferred to the proper Ct. or be retained, 
 s. 3, and see Re London & Suburban Bank (1892), 1 Ch., p. 607 ; 
 Milford Haven Shipping Co., supra, n. to sub-s. 3. 
 
 If the petition is wilfully presented in wrong Ct., it would probably be 
 dismissed, as in bankruptcy : Re French, 24 Q. B. D. 63. 
 
 2. Subject to general rules and to orders of transfer Conduct 
 made under the authority of the Supreme Court of Judica- ofwinding 
 ture Act, 1873, and the Acts amending it, the jurisdiction U P busi " 
 of the High Court under this Act shall, as the Lord ^^ in 
 Chancellor may from time to time by general order direct, Court. 
 be exercised, either generally or in specified classes of 
 cases, either by such Judge or Judges of the Chancery 
 Division of the High Court as the Lord Chancellor may 
 assign to exercise that jurisdiction, or by the Judge who, 
 for the time being, exercises the bankruptcy jurisdiction 
 of the High Court. 
 
 "And to Orders of Transfer." — As to transfer where an order for winding 
 up has been made, K. S. C, 0. 49, r. 5, cited E. (Ap. 92) 14 (3). As to 
 transfer under this Act, see s. 3. 
 
 " The jurisdiction of the High Court under the Act." — See s. 1. That 
 section gives the H. C. jurisdiction, but does not say which Division is to 
 exercise it. The G. 0. 29 Nov. 1890, by the L. C, made under this 
 section (2), gave it to the Judges of the C. D. to whom Chambers are 
 attached. By Gr. 0. 26 March, 1892, the L. C. assigned the business 
 under the Act to Vanghan Williams, J. 
 
 Staying proceedings pending winding-up. — An application to stay an 
 action where a petition has been presented must still be made in the 
 Division in which the action is pending, for the power of staying is not 
 a " jurisdiction under this Act," Re General Service Co-operative Stores 
 [1891], 1 Ch. 496. See as to the transfer of any cause or matter pending 
 iu any Court or Division where order has been made to wind up, 
 R. (Ap. 92) 14 (1), p. 316. 
 
 cecdings. 
 
 3. — (1.) The winding up of a company or any pro- Transfer 
 ceedings therein may at any time and at any stage, and of F°- 
 either with or without application from any of the parties 
 thereto, be transferred from one Court to another Court, 
 or may be retained in the Court in which the proceedings 
 were commenced, although it may not be the Court in 
 which the proceedings ought to have been commenced. 
 
 See Kules, p>ost, pp. 314-317. 
 See Forms, post, p. 575.
 
 266 
 
 Companies (W.U.) Act, 1890. 
 
 S. 3. 
 
 By whom 
 powers of 
 transfer 
 may be 
 exercised. 
 
 " The Winding-up." — The petition may be transferred before an order to 
 wind up is made thereon : Be Laxon & Co. [1892], 3 Ch. 31. The fact 
 that it is doubtful whether the company was properly registered, or 
 whether it is not an " unregistered " company, is good cause for trans- 
 ferring from County to High Court, lb. 
 
 "Any proceedings therein." — The section applies in a voluntary winding- 
 up : Beg. v. East Stunehouse, -infra. As to actions by mortgagees or 
 debenture-holders for realization of securities, or any action not brought 
 to enforce payment of a debt or demand proveable in winding up, see 
 K. (Ap. 92) 14 (3) (n.), p. 317. 
 
 An examination under s. 10 may be transferred from the High Court to 
 the County Court : Beg. v. East Stonehouse, etc., 65 L. T. 730. 
 
 A petition is included in the term " proceeding : " Be Laxon, supra. 
 
 "At any time and at any stage." — See Be Laxon, supra. 
 
 " Be transferred." — Proceedings are not to be invalidated by being taken 
 in wrong Ct., see s. 1, sub-s. 7, but they may be transferred or retained. 
 Petition to High Court ; nominal capital, £"250,000 ; paid-up capital, £101 ; 
 order made, proceedings transferred to County Court : Milford Haven 
 Shipping Co., W. N. 1895, p. 16. 
 
 It would seem that the question of transfer should be decided on the 
 principles by which the Cts. are guided in dealing with questions of 
 venue, that is, will the matters be thereby more advantageously con- 
 ducted and with more convenience to those principally interested, see 
 Ex parte Soanes, 13 Q. B. D. 490, and P. (90) 8. 
 
 " From one Court to another Court." — There is no power to transfer the 
 winding-up of a company to a Court which has been excluded by the 
 Lord Chancellor from having jurisdiction : Beat Estates Co. [1893], 
 1 Ch. 398. 
 
 Transfer of winding-up of Industrial Societies. — See ante, Part L, 
 Ch. II., p. 12. 
 
 Transfer of winding-up of Building Societies. — See ante, Part I., 
 Ch. II., p. 15. 
 
 ('2.) The powers of transfer given by the foregoing pro- 
 visions of this section may, subject to and in accordance 
 with general rules, be exercised by the Lord Chancellor or 
 by any judge of the High Court having jurisdiction under 
 this Act, or, as regards any case within the jurisdiction of 
 any other court, by the judge of that court. 
 
 "The Lord Chancellor." — By E. (90) 8, the power of transfer is given 
 simply to the judge to whom the winding-up jurisdiction is assigned. 
 
 Special 
 case. 
 
 (3.) If any question arises in any winding-up proceed- 
 ing in a county court or in the Stannaries court which 
 all the parties to the proceeding, or which one of them 
 and the judge of the court, may desire to have determined 
 in the first instance in the High Court, the judge shall 
 state the facts in the form of a special case for the opinion 
 of the High Court, and thereupon the special case and 
 the proceedings, or such of them as may be required, shall 
 be transmitted to the High Court for the purposes of the 
 determination.
 
 Companies (W.U.) Act, 1890. 267 
 
 "In the form of a special case." — No form is given in the Appendix of S. 4. 
 
 Forms, but see R. S. C, Order 34, r. 7, R. (90) 178. The Court may also 
 
 exercise its power of transfer : Be Laxon [1892], 3 Ch. 35. 
 
 Building Society. — A judge of a County Court can state a special case 
 hereunder for the determination of questions arising in the winding-up 
 of a building society under the Act of 1874 : Be Portsea Island B. S. 
 [1893], 3 Ch. 205, decided before the Building Societies Act, 1894. _ A 
 fortiori, such a special case can be stated now. For the Building 
 Societies Act, 1894, see aide, Part I., Ch. II., p. 14. In any case of 
 difficulty, application to transfer to the High Court should be made. 
 
 " For the opinion of the Court." — Possibly this will be one of the 
 matters which under R. (92) 3 (1) (e), p. 310, the Judge will direct to be 
 heard in open Ct. 
 
 4.— (1.) On an order being made by the court for wind- On wind- 
 ing up a company the officer herein-after mentioned shall, 1Q g- u P 
 by virtue of his office, become the provisional liquidator jJJJ 
 of the company, and shall continue to act as such until "official 
 he or another person becomes liquidator and is capable of receiver" 
 
 acting as such. • becomes 
 
 . "pro- 
 
 " On an order . . . for winding up," &c. — A supervision order is not such v j s i ona i 
 
 an order, s. 31 (2). liqui- 
 
 " Provisional liquidator." — This term was not used in the Act of 1862. ^ a ^ or> '> 
 There is a distinction drawn here between a " provisional liquidator" 
 and a "liquidator," and this is preserved in a later clause (3), per 
 Lindley, L.J., Be N. W. Gunpowder Co., infra. Semble, until the 
 windin°;-up order is 'perfected, the 0. R. does not become Prov. Liq., see 
 Be South Metrop. Brewing, &c, Co., W. N. (91) 51. When the Official 
 Receiver is acting as Provisional Liquidator, he is " liquidator " prima 
 facie, within R. (90) 83-88, and may settle the list of coctribs. : Be 
 English Bank, &c. (1892), 1 Ch. 391. 
 
 In the Washington Diamond Co., the C. A. on making a winding-up 
 order (Lindley, L.J., in Be N. W. Gunpowder Co., refers to this case 
 as "an application in a debentuie-holders' action") appointed II., a 
 chartered accountant, liquidator, ordering him to give security to satis- 
 faction of Board of Trade. The case, otherwise unreported, is referred to 
 Be N. W. Gunpoivder Co., infra. 
 
 But in Be N. W. Gunpoivder Co. [1892], 2 Q. B. 220, the C. A. held 
 that after a winding-up order has been made, the Ct. has no power to 
 appoint a Prov. Liq. other than the 0. B. 
 
 Before winding-up order a person other than the Official Receiver can 
 be appointed. See (n.) to sub-s. 6 of this section. 
 
 "To act as such." — The powers of the "provisional liquidator" are 
 not expressly defined by the Act; they have to be made out by putting 
 the various sections of the Act together and comparing them (Be English 
 Bank, supra). As to his power to examine and reject proofs, &c, see R. 
 (90) 115, which gives him express powers as Prov. Liq. ; but in other 
 cases he would seem to have all the powers expressly given to the O. R. 
 and some of those given to the Liq. As to limiting his powers, ct. Be 
 Mercantile Bank of Australia, cited sub-s. 5, infra ; as to Lis right to books 
 and documents, see Engel v. S. M. Brewing, &c, Co. [1892], 1 Ch. 442. 
 
 " Until he or another person," &c. — See s. G, sub-s. 1 (a). 
 
 (2.) The said officer shall be the official receiver, if any "Official 
 attached to the Court for bankruptcy purposes, or if there receiver."
 
 2G8 Companies (W.U.) Act, 1890. 
 
 S. 4. is more than one such official receiver, then such one of 
 
 them as the Board of Trade may appoint, or, if there is 
 
 no such official receiver, then an officer appointed for the 
 purpose by the Board of Trade. Any such officer shall 
 for the purpose of his duties under this Act be styled the 
 official receiver. 
 
 " The Official Receiver."— See K. (90) 2. 
 Forms.— See pp. 49G, 517-536. 
 
 "Liqui- (3.) When a person other than the official receiver is 
 
 dator" not appointed liquidator of a company he shall be styled 
 "official liquidator and not official liquidator of the company, and 
 j q ? 1 ".- the provisions of the Companies Acts relating to the 
 official liquidator shall, in their application to him, be 
 construed as if the word "official" were omitted there- 
 from. Such a person shall not be capable of acting as 
 liquidator until he has notified his appointment to the 
 registrar of joint stock companies and given security in 
 the manner prescribed to the satisfaction of the Board of 
 Trade. He shall give the official receiver such informa- 
 tion and such access to and facilities for inspecting the 
 books and documents of the company, and generally such 
 aid, as maybe requisite for enabling that officer to perform 
 his duties under this Act. 
 
 Forms. — See pp. 517, 518. 
 
 Rules.— See pp. 340-342. 
 
 " Liquidator." — " Liquidator " here does not apply to a Prov. Liq., per 
 Lindley, L.J., Re N. W. Gunpowder Co. (1892), 2 Q. B. 223. See (n.) 
 " Provisional Liquidator," sub-s. 1, supra. 
 
 Proceedings in name of Liquidator. — In Harrison v. St. Etienne, etc., Co., 
 37 Sol. Jo. 562, Vaughan Williams, J., said that as a general rule the person 
 in whose name proceediugs had to be taken should be " dominus litis," 
 and, therefore, where proceedings have to be taken in the name of a 
 liquidator, an application should be made that the proceedings be taken 
 by the Liq. himself; and see Part I., Ch. V., p. 62. 
 
 Vacancy (4.) If any vacancy occurs in the office of liquidator of a 
 in office of company, the official receiver shall, by virtue of his office, 
 liqui- be the liquidator during the vacancy. 
 
 dator. 
 
 Rules.— See R. (90) 65. 
 
 See Re Stamford Banking Co., &c, 26 L. T. N. of C. 38. 
 
 A liquidator may be removed from office on due cause shown, 1862 
 Act, s. 93. On " due cause" means " where there is some unfitness in the 
 wide sense of the term :" Sir John Moore Gold Mining Co., 12 C. D. 325. 
 It is not necessary to show personal misconduct, but it must be desirable 
 in the interests of the liquidation that the particular person should not be 
 liquidator : Adam Eyton, Ld., 36 C. D. 299 ; Oxford Building, etc., Co., 
 49 L. T. 495; and see other cases, post, Part III., Ch. I., Voluntary 
 Winding-up, p. 408.
 
 Companies (W.U.) Act, 1890. 
 
 269 
 
 S. 4. 
 
 Appoint- 
 ment of 
 prov. liq. 
 befo'e 
 winding- 
 up order. 
 
 (5.) The official receiver may be appointed by the court 
 provisional liquidator of the company at any time after 
 the presentation of the petition and before a winding-up 
 order has been made. 
 
 C. A. (62), s. 85. 
 
 " May be appointed Provisional Liquidator." — See (n.) " Provisional 
 Liquidator," p. 267. 
 
 This sub-section does not mean that the 0. R. should in all cases be 
 prov. liq. before a winding-up. It enables the Ct. if it thinks Jit to 
 appoint the 0. R : Re N. W. Gunpowder Co. [1892], 2 Q. B., p. 224. The 
 normal course is to appoint the 0. R., but the Ct. has power to appoint 
 another person (Re Unionist Club, W. N. (91), p. 64) ; or another person 
 jointly with O. R. : lie Mercantile Bank of Australia [1892], 2 Ch. 204. 
 North, J., in last-mentioned case, after petition presented and before 
 winding-up order, appointed the manager of the company in England, and 
 another, Prov. Liq., and ordered them to give security, thinking that this 
 Act did not apply. The B. of T., however, thought that this Act applied ; 
 that R. (90) 67 did not apply before a winding-up order had heen made, 
 and also that the Ct. could under this sub-section only appoint the 
 O. R. as Liq. (see and consider R. (90) 32 (1) (2), p. 324). It was 
 subsequently decided that the normal course of appointing the 0. R. 
 alone as Prov. Liq. had better be followed, limiting his powers (see the 
 Form No. 24, p. 496) to taking possession of, collecting and protecting the 
 assets of the company, paying thereout current rents and salaries, &c, 
 but not further distributing the assets. 
 
 The usual course now, where there is a business to be carried on, is to 
 appoint the official receiver, and to restrict his powers to making ap- 
 plication to the Ct. for the appointment of some one as special manager : 
 Re Bound, W. N. (93) 21. 
 
 A Prov. Liq. appointed under C. A. (62), s. 85, is considered only a 
 receiver pendente lite, and is not entitled to costs on appearance even 
 though served : General International, &c., Co., 13 W. R. 363. 
 
 " Before a winding-up order."— After a winding-up order has been made, 
 the 0. R. becomes Prov. Liq., s. 4, sub-s. 1. 
 
 (6.) Where an application is made to the Court to Receiver, 
 appoint a receiver on behalf of the debenture-holders or 
 other creditors of a company the official receiver may be 
 so appointed. 
 
 " A Receiver on behalf of Debenture-Holders," &c. 
 
 When a receiver or manager will be appointed, see Part VI., Ch. I., 
 post, p. 471. Duties and liabilities of such a receiver or manager, see 
 Part VI., Ch. II., post, p. 476. 
 
 A mortgagee is entitled to have his security protected, if it is in 
 jeopardy. In an action by debenture-holders whose security was a 
 charge on the property and assets of the company, a petition for winding- 
 up presented by a creditor had been adjourned ; the plaintiff move 1 for 
 appointment of a receiver, although the interest on the debentures 
 was not in default, on the ground that actions had been commenced 
 and threatened against company. The Ct. appointed a receiver: 
 M' Malum v. N. Kent, &c, Co. (1891), 2 Ch. 148; Slubber v. Daniel, 
 36 Sol. Jo. 744 ; Latham v. Greenwich, &c, Co., 93 L. T. do. 458 ; Oppert 
 v. London, &c, Asson., 93 L. T. Jo. 458; Deb. Corp. v. Birkin, 93 L. T. 
 Jo. 458.
 
 270 Companies (W.U.) Act, 1890. 
 
 S. 4. In Edwards v. Standard, &c. (1893J, 1 Ch. 574, a debenture-h"lder's 
 
 action, nothing was due on the security. North, J., on authority of 
 
 Wilday v. Mid Bants By. Co., 16 W. R. 409, and with the company's 
 consent, and on evidence that execution had been levied, appointed a 
 receiver; and, on the authority of Makins v. Percy-lbotson (1891), 
 1 Ch. 133, a manager. 
 
 " The 0. E. may be appointed." — In Strong v. Carlyle Press [1893], 1 
 Ch. 268, a petition to wind up was presented, 30 Sept., 1892 ; on 10 Oct. 
 the 0. R. was appointed Prov. Liq. ; on the 11th debenture-holders com- 
 menced an action, and on the 14th a receiver was appointed in that 
 action ; ou the 25th a compulsory winding-up order was made and the 0. R. 
 continued as Prov. Liq. ; on the 28th an order was made giving leave for 
 action to he continued, and continuing receiver. The action was then 
 transferred to Vaughan Williams, J., and the O. R. took out a summons 
 to discharge the receiver, and the application was granted. The C. A. 
 discharged the order, for the debenture-holders, ivhose interest was in 
 arrear, were outside the winding-up, their security was in peril, and they 
 had a right to a receiver. See further, Securities, &c, Co. v. Brighton 
 Alhambra, 68 L. T. 249; Engel v. S. 31. Brewing, etc., Co. [1892], 1 
 Ch. 442. 
 
 As a general rule of convenience where a winding-up order had been 
 made and an application was made in a debenture-holder or mortgagee's 
 action, for the appointment of a receiver, and also an application in the 
 winding-up for the appointment of a Liq., the Ct. would ajmoint a Liq. 
 to act in both capacities. And where either before or after a winding-up 
 order debenture-holders or mortgagees had obtained an order appointing 
 a receiver, and subsequently a Liq. was appointed, the Ct. would ordinarily 
 in the exercise of its discretion appoint the Liq. in the place of the 
 receiver to act in both capacities : Be Joshua Stubbs [1891], 1 Ch. 475. 
 
 In the British Linen Co. v. South American, &c, Co. [1894], 1 Ch. 108, 
 a debenture-holders' action was commenced on July 26, 1893. August 2 
 order made appointing a receiver and manager. July 24, 1893, petition 
 to wind up the defendant company presented, and on August 2 a com- 
 pulsory order made. O. R. and Prov. Liq. of the defendant company 
 now moved in the action to discharge the order of August 2, 1893, he 
 undertaking, if so required, to keep a separate account on behalf of the 
 debenture-holders of the company of any assets received by him as such 
 provisional liquidator ; or, in the alternative, that he might be appointed 
 receiver aud manager, or receiver in the action in the place of or jointly 
 with the receiver and manager appointed by the order of August 2, 1893. 
 The debentures were a charge upon the uncalled capital of the defendant 
 company. The directors of the company had, before the commencement 
 of the action, made a call in respect of the amount unpaid on the shares, 
 and a considerable part of the money payable under that call was still 
 unpaid. There was also capital which was still uncalled, and the assets 
 of the company would be more than sufficient to meet the claim of the 
 debenture-holders. Williams, J., said that it was settled that the Court 
 ought not by reason of there being a liquidation to interfere with the rights 
 of debenture-holders further than was necessary to do complete justice to 
 all parties. But the cases of Berry v. The Oriental Hotels Company, 5 
 Ch. 420, and In re Joshua Stubbs [1891], 1 Ch. 475, showed that the rule 
 of the Court in general was, where there was a debenture-holders' action 
 and a liquidation, to appoint the liquidator to be receiver in the action, 
 the reason being that the liquidator and the receiver in the action having 
 duties to perform which would be identical if both were continued, there 
 would be extra expense and unnecessary conflict, and the Court preferred 
 to appoint the liquidator to perform the duties, he being an officer of the 

 
 Companies (W.U.) Act, 1890. 
 
 271 
 
 Court who would, prima facie, do equal justice between the parties. That, SS. 4, 5. 
 
 however, was only a prima facie rule of practice which might be easily 
 
 displaced if there luere any ground for supposing that the rights of the 
 debenture-holders ivoidd be affected by adhering to it. The official receiver 
 was not always the most appropriate person to realize the assets of a 
 business. In cases, for instance, where there was a business to be carried 
 on, or transactions had to be entered into which involved buying or 
 selling, or where money had to be borrowed to put the property into con- 
 dition for sale, the 0. R. might not be able to act so well as a commercial 
 liquidator. The debenture-holders, too, had not apparently an exclusive 
 interest in the property, and there was uncalled capital to collect. He 
 discharged the order of August 2, and appointed the 0. R. to be receiver 
 in the action upon the terms of his giving the undertaking referred to. 
 The principle laid down in this case was subsequently approved by the 
 C. A., but the order was varied, as new evidence showed that the assets 
 could be collected better by a mercantile Liq. 
 
 Debenture Action. Summons for calls, title of. — If it becomes necessary 
 to make cads after a winding-up order, for the benefit of debenture-holders 
 (the uncalled capital being included in the debentures), the summons 
 should be intituled in the winding-up, as well as in the action, and the 
 applicant must indemnify the 0. R. against costs: Fowler v. Broads, &c, 
 Co. [1893], 1 Ch. 724. In such a case all the Ct. can do is to order the 
 Liq. to make the call in the winding-up. 
 
 Foreign undertaking. Agent appointed. — See Morton, Rose, &c, v. 
 Barbadoes, 37 Sol. Jo. 729. 
 
 See also post, Part VI. 
 
 5. — (1.) Where the official receiver becomes the liquidator Special 
 of a company, whether provisionally or otherwise, he may, manager 
 if satisfied that the nature of the estate or business of the P owe . r t0 
 company, or the interests of the creditors or contributories a PP om • 
 generally, require the appointment of a special manager 
 of the estate or business of the company other than 
 himself, apply to the court to, and the court may on such 
 application, appoint a special manager thereof during 
 such time as the court may direct, with such powers, 
 including any of the powers of a receiver or manager, as 
 may be entrusted to him by the court. 
 
 Kules.-See pp. 335, 342, 343. 
 
 Forms. — See pp. 519, 526. 
 
 " Where the 0. It. becomes the Liquidator." — On a winding-up order 
 being made the 0. R. " becomes" Prov. Liq. " by virtue of his office," s. 
 4 (1). Then, in case no one else is appointed under s. 6, he " becomes " 
 liquidator, s. 6, sub-s. 3, under style of " Official Receiver and Liquidator," 
 R. (90) 66. He may, before winaing-up order, be appointed Prov. Liq. 
 under s. 4, snb-s. 5, and this is sometimes done to enable him to apply 
 hereunder : Re Bound, W. N. (93) 21. 
 
 " He may require." — Of. Re Whittaker, 50 L. T. 510. An application 
 to the 0. R. to apply must be supported by affidavit in form to be obtained 
 at office. 
 
 " Special Manager." — Official Receivers are not trained to carry on every 
 kind of business, and it may be very important in some cases to have 
 some skilled man to manage a business which an official is incompetent 
 to do, per C. A., Re N. W. Gunpowder Co. [1892], 2 Q. B. 224.
 
 272 
 
 Companies (W.U.) Act, 1890. 
 
 SS.5, 6. 
 
 Security 
 
 by. 
 
 Remune- 
 ration of. 
 
 First 
 meeting 
 of credi- 
 tors and 
 contri- 
 butories. 
 
 Appoint- 
 ment of 
 liquidator. 
 
 Receiver for debenture-holders appointed receiver for judgment crelitor. 
 To save unnecessary expense the debenture-holders' receiver may be 
 appointed to act as receiver for a judgment creditor : Minter v. Kent, 
 Sussex, and General Land Society, 11 T. L. 11. 197. 
 
 Order to wind up a company carrying on business as butchers and 
 fishmongers. The O. R. was to be at liberty if he thought fit to carry on 
 the business of the company, so far as necessary for purpose of winding- 
 up, until further order. This the Ct. thought would give him power 
 to appoint a deputy to manage the business, and he could apply again if 
 he wanted a Sp. Man. : Be General Service Co-op., &c. (No. 2), 64 L. T. 
 228 ; aud see Be Bound, W. N. (93) 21, cited s. 4. See also Part VI. 
 
 (2.) The special manager shall give such security and 
 account in such manner as the Board of Trade direct. 
 
 Rules.— See pp. 342, 343. 
 Forms. — See pp. 517, 518. 
 
 (3.) The special manager shall receive such remunera- 
 tion as may be fixed by the court. 
 
 But the 0. R. is to state what in his opinion should be allowed, and 
 the order should state the sum allowed, R. (90) 42. 
 
 6. — (1.) When the court has made an order for winding 
 up a company the official receiver shall summon separate 
 meetings of the creditors and contributories of the company 
 for the purpose of — 
 
 Rules.— See pp. 335, 336, 340-342. 
 
 Forms. — See pp. 510-512. 
 
 " Has made." — As to calling; meetings before order made, see C. A. (62) 
 s. 91. 
 
 "An Order for Winding up." — I.e. not a supervision order, see Act, 
 s. 31 (2). 
 
 " The Official Receiver." — He being then " Provisional Liquidator," s. 4. 
 
 (a) determining whether or not an application is to be 
 made to the court for appointing a liquidator in 
 the place of the official receiver ; and 
 
 Rules.— See pp. 335, 336, 340-342. 
 
 Forms. — See pp. 510-512. 
 
 ''A Liquidator in place of 0. R." — If a person other than O. B. is 
 appointed he cannot act until he has notified his appointment and 
 given security as provided by s. 4, ss. 3. The words " in the place ot " 
 do not mean "other than:" Be Johannisberg, &c. [1892], 1 Ch. 583, 
 cited infra. 
 
 If the Court does not approve of the nominee of the meeting, the Court 
 may— 
 
 (1) Appoint another outside liquidator. 
 
 (2) Leave the O. R. to be liquidator. 
 
 (3) Direct a further meeting to be held: Charles Beynolds & Co., 
 W. N. (1895) 31. 
 
 If the creditors (or contributories) do not at the meeting deal with the 
 question whether an outside liquidator shall be appointed, the Court can 
 order thefrst meetiug to be re-summoned, lb.
 
 Companies {W.U.) Act, 1890. 
 
 273 
 
 SS. 6, 7. 
 
 (b) determining whether or not an application is to be 
 made to the court for the appointment of a 
 committee of inspection to act with the liqui- 
 dator, and who are to be the members of such 
 committee if appointed. 
 41 Committee of Inspection." — See s. 9. 
 
 The court may make any appointment and order required 
 to give effect to any such determination, and if there is 
 a difference between the determinations of the meetings of 
 the creditors and contributories in respect of any of the 
 matters mentioned in the foregoing provisions the court 
 shall decide the difference and make such order thereon as 
 the court may think fit. 
 
 Rules.— See pp. 335, 336, 340-342. 
 
 Forms.— See pp. 510-512. 
 
 "May make any Appointment and Order," &c. — la Be Johannisberg 
 
 Gold, &c, Co. [1892], 1 Ch. 583, Chitty, J., held that the term " unani- 
 mous" meant not a unanimity of the two meetings, but the unanimity of 
 all credors. and contribs. ; that the duty of the Ct. was not merely to 
 register the determination of the meetings, but to exercise a discretion, 
 and he declined to appoint the liquidator nominated by the creditors, 
 leaving the 0. R. to complete the distribution of the assets under 
 sub-s. (3). 
 
 " And if there is a Difference." — See Be Johannisberg, &c, Co., supra ; 
 Land Development, &c., Co. [1892], 2 Ch. 138 ; lie Bloxwich Iron, &c., Co., 
 38 Sol. Jo. 546 ; and see now the new Rule (April, 1895), post, pp. 340, 
 341. 
 
 (2.) The provisions of the First Schedule to this Act 
 shall, subject to such modifications as may be made therein 
 by general rules, apply to any meeting summoned in 
 pursuance of this section. 
 
 Schedule.— See pp. 298-304. 
 Rules. — See pp. 336-339. 
 
 (3.) In case a liquidator is not appointed by the court 
 the official receiver shall be the liquidator of the company. 
 
 "The Official Receiver shall be." — The 0. R. then takes the style of 
 41 Official Receiver and Liquidator," R. (90) 66, p. 342. In Engel v. 
 S. Met. Brewing, &c, Co. [1892], 1 Ch. 443, the 0. R. seems to have 
 been appointed by order permanent 0. L., and the custody of all docu- 
 ments, except title deeds, given to him as against receiver and manager 
 in debenture-holders' action. 
 
 "I am not prepared to say," said Lindley, L. J., in N. W. Gunpowder 
 Co. [1892], 2 Q. B., p. 224, " that these words are confined to cases where 
 the Ct. proceeds upon the request of the meetings. The language is very 
 general, and that language makes me cautious in saying that the Ct. 
 cannot appoint one without such request." 
 
 7. — (1.) Where the court has made an order for winding State- 
 up a company, there shall be made out and submitted to ment of 
 
 E.W. T 
 
 " Official 
 receiver 
 and liqui- 
 dator."
 
 274 
 
 Companies (W.U.) Act, 1890. 
 
 pany s 
 affairs. 
 
 S. 7. the official receiver a statement as to the affairs of the 
 
 company in the prescribed form, verified by affidavit, and 
 
 showing the particulars of the assets, debts, and liabilities 
 of the company, the names, residences, and occupations of 
 the creditors of the company, the securities held by them 
 respectively, the dates when the securities were respectively 
 given, and such further or other information as may be 
 prescribed or as the official receiver may require. 
 
 Rules.— See pp. 339, 340. 
 
 Forms.— See pp. 499-509. 
 
 Formerly it was the practice not to call the first meetings until the 
 statement of affairs had heen submitted, R. (90) 45. This rule is now 
 annulled, see post, p. 336. 
 
 " An Order for Winding up." — Not a supervision order, s. 31, sub-s. 2. 
 
 Effect of in Bankrtqjtcy. — As to its not being an admission against 
 interest, i?e Tollemache, 14 Q. B. D. 415. Such an acknowledgment does 
 not take it out of Stat, of Lim., Everett v. Robertson, 28 L. J. Q. B. 23. 
 
 Persons (2.) The statement shall be submitted and verified by 
 
 submit 3 ° one or more °f the persons who are at the time of the 
 
 and verify winding-up order the directors and by the person who is 
 
 statement, at that time the secretary or other chief officer of the 
 
 company, or by such of the persons being or having been 
 
 directors or officers of the company or having taken part 
 
 in the formation of the company at any time within one 
 
 year before the order for winding up the company, as the 
 
 official receiver, subject to the direction of the court, may 
 
 require to submit, and verify the same. 
 
 Rules.— See pp. 339, 340. 
 Forms. — See pp. 499-509. 
 
 Time for 
 submit- 
 ting state- 
 ment. 
 
 Payment 
 for pre- 
 paration 
 and 
 
 making 
 up. 
 
 Default in 
 comply- 
 
 (3.) The statement shall be submitted within fourteen 
 days from the date of the order, or within such extended 
 time as the official receiver or the court may for special 
 reasons appoint. 
 
 " Within Fourteen Days." — As to extension of time, see R. (90) 59. 
 
 (4.) Any person making or concurring in making the 
 statement and affidavit required by this section shall be 
 allowed, and shall be paid by the official receiver, out of 
 the assets of the company, such costs and expenses incurred 
 in and about the preparation and making of such state- 
 ment and affidavit as the official receiver may consider 
 reasonable, subject to an appeal to the court. 
 
 Rules.— See pp. 323, 339, 340. 
 
 (5.) If any person, without reasonable excuse, makes 
 default in complying with the requirements of this section,
 
 Companies (W.U.) Act, 1890. 
 
 '275 
 
 ing with 
 
 section. 
 
 he shall be liable to a fine not exceeding ten pounds for SS. 7, 8 
 every day during which the default continues. 
 
 Contempt, committal for. — Instead of applying for a fine which in- 
 volves proceedings by information in the Q. B. D., application is usually 
 made for an order to enforce this section, and if not complied with, appli- 
 cation for committal for contempt is then made. Applications for such 
 orders should be made to the judge in person, not the registrar: Colum- 
 bian Gold Mines, 42 W. E. 624. 
 
 Report to Court of Default.— See E. (90) 61, p. 340. 
 
 Eight to 
 
 inspect 
 
 statement. 
 
 (6.) Any person stating himself in writing to be a 
 creditor or contributory of the company shall be entitled 
 by himself or by his agent at all reasonable times, on 
 payment of the prescribed fee, to inspect the statement 
 submitted in pursuance of this section, and to a copy thereof 
 or extract therefrom. But any person untruthfully so 
 stating himself to be a creditor or contributory shall be 
 guilty of a contempt of court and shall be punishable accord- 
 ingly on the application of the liquidator or of the official 
 receiver. 
 
 " Any Person untruthfully," &c. — " Person " includes body corporate, 
 Interp. Act, 1889, s. 2. 
 
 "Contempt." — Applications to commit for contempt to be heard in open 
 Court, see E. (Ap. 92) 3, 1 (d), p. 
 
 "To inspect." — There does not appear to be a fee prescribed for inspec- 
 tion under this section, as under s. 15. 
 
 8. — (1.) Where the court has made an order for wind- Prelimi- 
 ing up a company, the official receiver shall, as soon as nar £ re " 
 practicable after receipt of the statement of the company's p 
 affairs, submit a preliminary report to the court — 
 
 Rules.— See p. 344. 
 
 Forms. — See pp. 512-515. 
 
 Deposition taken at public examination may be used in proceedings 
 under s. 10, E. (92) 27, p. 346. See Be London and General Bank, 38 
 Sol. Jo. 682. 
 
 General effect of Section. — This section assists the Ct. in ordering a 
 compulsory winding-up if the petitioner, credor., or contrib. makes 
 out a case for investigation ; see ante, Part I., Ch. III., p. 25. 
 
 C. A. 62, s. 115. — In some respects these sections are alike. But the 
 great difference between them is that the latter has for its object to give 
 the Ct. information upon matters upon which it has none. The Ct. 
 under that section can act on mere suspicion; under this, only on a 
 prima facie case being made out. But neither section gives anybody any 
 right to obtain an order for examination. The making of such an order 
 is entirelv the act of the Ct. : Re Great Kruger Gold, &c, Co. [1892], 
 3 Ch. 307, explained in Trusts Investment, &c, Corjm. [1892], 3 Cb. 332, 
 and see sub-s. 3 (n.), " The Court may," &c. 
 
 In Be Neiv Zealand Loan, &c, Co., infra, the directors were let oft" 
 with an examination founded partly on this s. 8, and partly on s. 115. 
 See 38 Sol. Jo. 335. 
 
 " An Order for Winding up." — !Not a supervision order, s. 31 (2).
 
 276 Companies (W.U.) Act, 1890. 
 
 S. 8. (a) as to the amount of capital issued, subscribed, and 
 
 paid up, and the estimated amount of assets 
 
 and liabilities ; and 
 
 (b) if the company has failed, as to the causes of the 
 
 failure ; and 
 
 (c) whether in his opinion further inquiry is desirable 
 
 as to any matter relating to the promotion, 
 formation, or failure of the company, or the 
 conduct of the business thereof. 
 Further (2.) The official receiver may also, if he thinks fit, make 
 
 report. a further report, or further reports, stating the manner in 
 which the company was formed and whether in his opinion 
 any fraud has been committed by any person in the pro- 
 motion or formation of the company or by any director or 
 other officer of the company in relation to the company 
 since the formation thereof, and any other matters which 
 in his opinion it is desirable to bring to the notice of the 
 court. 
 
 "Further report." — A Further Keport in writing is necessary to justify 
 an order under sub-s. 3. But the report should not contain anything 
 like an indictment, or a definition of charges against the person to be 
 examined, see sub-s. 3. 
 
 The sub-section does not mean more than that the official receiver 
 shall state that, on the information before him, uncontradicted and 
 unexplained, he is of opinion that a prima facie case is made of fraud 
 having been committed by some person — not necessarily naming any 
 person — falling within the description of persons mentioned in the sub- 
 section, and that he believes such information to be true : General 
 Phosphate Corporation [1895], 1 Ch. 3. There is no jurisdiction to order 
 a public examination unless the official receiver either states expressly in 
 his further report that in his opinion some fraud has been committed, or 
 the facts which are stated in the report show clearly that in his opinion 
 such a fraud has been committed; if the report merely suggests or gives 
 lise to a suspicion of fraud, this is not enough : General Phosphate Cor- 
 poration, supra; Great Kruger Gold Mining Co. [1892], 3 Ch. 307; 
 Trust and Investment Corporation [1892], 3 Ch. 33^; Laxon & Co. (3) 
 [1893], 1 Ch. 210 ; Birkdale Steam Co. [1893], 2 Q. B. 388 ; New Zealand 
 Loan, &c., Co., 71 L. T. 130. Where the Court has jurisdiction to 
 make, and has exercised its discretion by making an order, it will not be 
 discharged on the ground that fraud is not sufficiently shown by the 
 official receiver's report : New Travellers' Chambers Co. [1895], 1 Ch. 
 395. The Court will not order the report to be taken off the file or admit 
 evidence to rebut the charge of fraud thereby made : ib. 
 
 Public . 0**) ^ ne com 't ma y> after consideration of any such 
 
 report, direct that any person who has taken any part in 
 the promotion or formation of the company, or has been a 
 director or officer of the company, shall attend before the 
 court on a day appointed by the court for that purpose, 
 and be publicly examined as to the jDromotion or formation 
 of the company, or as to the conduct of the business of 
 
 examina- 
 tion.
 
 Companies (W.U.) Act, 1890. 277 
 
 the company, or as to his conduct and dealings as director S. 8. 
 or officer of the company. 
 
 Rules,— See pp. 344-347. 
 Forms. — See pp. 512-513. 
 
 " The Court may, after consideration." — The application hereunder may- 
 be "ex parte," upon the "further report" of the 0. E. under sub-s. 2, 
 which see. The person ordered to be examined may apply to have the 
 order discharged, but only on the ground that he is not one of the persons 
 mentioned in the sub-section : Be Trust, &c, Corp., Re Bertram, &c. 
 [1892], 3 Ch. 332. The consideration of the preliminary report (and 
 " further report " ?) must be before the Judge of the Ct. personally in 
 chambers, K. (90) 71. 
 
 " Of any such report." — I.e. the " further report " or reports mentioned 
 in sub-s. 2 : Be Trust, &c., Corp., and Be Bertram, supra. This section 
 does not contemplate a fishing inquiry; if, therefore, in the report, nothing 
 appears to show that the persons to be examined had anything to do with 
 the promotion or formation of the Co., the order should not be made : Be 
 Great Kruger, &c, Co., infra. See (n.) "Further report," supra, 
 sub-s. 2. 
 
 The Court, after an examination under s. 115 of C. A. (62), may direct 
 an examination hereunder. As to s. 115, see ante, Part I., Ch. XI. 
 
 Service of order out of Jurisdiction. — There is no power under B. A., 
 and semble none hereunder, or under R. S. C, to order service of this order 
 out of the jurisdiction : Be Wendt, 22 Q. B. D. 733. 
 
 In Be Great Kruger, &c. [1892], 3 Ch. 307, B., who was not a promoter, 
 director, or officer of the company, but only a subscriber for shares, was 
 ordered to attend for examination hereunder. The Ct. directed a further 
 report to be made, showing how B. was so connected with the affairs of 
 the company that he ought to be examined. 
 
 "And he Publicly examined." — Under B. A., 1869, s. 96, the trustee 
 was entitled to prepare for the public examination by a previous one in 
 private : Be Etndrey, 1 C. D., p. 533. Cf. (n.) " C. A. (62), s. 115," p. 275. 
 
 In Be Vansittart [1893], 1 Q. B. 181, a case in Bankruptcy, it was held 
 that although the 0. R. had a right to certain information, which the person 
 examined refused to give because his answer might prejudice him in an 
 action brought against him by the petitioning creditor, it ought not to 
 be used against him for a purpose foreign to the examination, and the 
 examination was allowed to proceed only on the terms of the action being 
 stayed. 
 
 (4.) The official receiver shall take part in the examina- Official 
 
 tion, and for that purpose may, if specially authorised hy receiver 
 
 the Board of Trade in that behalf, employ a solicitor with to take 
 
 • .T.i x part in ex- 
 
 Or Without counsel. animation 
 
 The 0. R. must take part in examination, the Liq. may, sub-s. (5). or the 
 
 " liqui- 
 (5.) The liquidator where the official receiver is not the dator." 
 liquidator and any creditor or contributory of the company 
 may also take part in the examination either personally or 
 by solicitor or counsel. 
 
 "By Solicitor." — Comp. B. A., s. 17, sub-s. 4, which requires the autho- 
 rization of the credors.' representative to be in writing : Beg. v. Begistrar, 
 &c, 15 Q. B. D. 54.
 
 278 
 
 Companies (JV.U.) Act, 1890. 
 
 S. 8. 
 
 Court 
 may put 
 questions. 
 
 The 
 
 person 
 examined, 
 his duties 
 and 
 rights. 
 
 Notes of 
 examina- 
 tion to be 
 taken. 
 
 Adjourn- 
 ment of 
 
 As to the right of a solicitor to take notes, cf. Be Power, a case of 
 bankruptcy in the Cty. Ct., Manchester, 95 L. T. Jo. 103. 
 
 (6.) The court may put such questions to the person 
 examined as to the court may seem expedient. 
 
 "The Court." — The Ct. means the Judge or other officer of the Ct. 
 exercising the powers of the Ct. pursuant to the Act and Rules, R. (90) 2. 
 The Ct. in sub-s. 3, supra, means the Judge in person (?), R. (90) 71, 
 p. 344, and perhaps also in sub-s. 9. But in this sub-section, and sub-ss. 7 
 & 8, it means the Keg. or the person mentioned in sub-s. 9 ; see sub-s. 9, 
 R. (Ap. 92) 26 (a), p. 345. 
 
 " May put." — Or, allow to be put ; see next sub-section. 
 
 (7.) The person examined shall be examined on oath, 
 and it shall be his duty to answer all such questions as 
 the court may put or allow to be put to him. The person 
 examined shall at his own cost, prior to such examination, 
 be furnished with a copy of the official receiver's report, 
 and shall also at his own cost be entitled to employ at 
 such examination a solicitor with or without counsel, who 
 shall be at liberty to put such questions to the person 
 examined as the court may deem just for the purpose of 
 enabling that person to explain or qualify any answers 
 given by him. Provided always, that if such person is, in 
 the opinion of the court, exculpated from any charges 
 made or suggested against him, the court may allow him 
 such costs as the court in its discretion may think fit. 
 Notes of the examination shall be taken down in writing, 
 and shall be read over to or by, and signed by, the person 
 examined, and may thereafter be used m evidence against 
 him. They shall also be open to the inspection of any 
 creditor or contributory of the company at all reasonable 
 times. 
 
 Whether a person examined hereunder is a mere witness and so entitled 
 to refuse to answer questions that may criminate him, or whether he is in 
 a position analogous to a bankrupt and so under a personal obligation to 
 answer all questions, qucere, and see Be Firth, 6 C. D. 230; Lamb v. Minister, 
 10 Q. B. D. 111. 
 
 "The Court." — See this (n.) sub-s. 6. 
 
 " Notes at Examination." — These depositions taken at a public examina- 
 tion hereunder may be used in evidence on proceedings under s. 10, R. 
 (Ap. 92) 27, p. 316. The deposition will be treated as an affidavit and be 
 subject to cross-examination: lie Loudon and General Bank, 38 Sol. J. 
 682. As to the right of a solicitor to take notes under similar proceedings 
 in bankruptcy, see Be Bower, 95 L. T. .Jo. 103. 
 
 " Open to Inspection," &c. — Compare proviso as to inspection of state- 
 ment, s. 7, sub-s. 6, and s. 15. 
 
 (8.) The court may, if it thinks fit, adjourn the ex- 
 amination from time to time.
 
 Companies (W.U.) Act, 1890. 
 
 279 
 
 " May Adjourn."— Cf. Re Ilcndreij, 1 C. D. 530. Probably the Ct. will SS. 8, 9. 
 
 adjourn the examination on the request of the 0. K. on the ground that 
 
 he is entitled to have full time to investigate the facts of the case, cf. Ex examina- 
 p. Milne, 21 W. It. 436 ; also, perhaps, having regard to s. 10, upon the tion. 
 application of a credor. or contrib. The Reg., &c, may also adjourn it to 
 the Judge if he thinks it unnecessarily protracted, R. (Ap. 92) 26 (c), 
 p. 345, and see R. (90) 6. 
 
 (9.) A public examination under this section may, if the Before 
 court so directs, and subject to general rules, be held whom ex- 
 before any judge of county courts, or before any officer of ammatl0u 
 the Supreme Court, being an official referee, master, ^qIA. 
 registrar in bankruptcy, or chief clerk, or before any 
 district registrar of the High Court named for the 
 purpose by the Lord Chancellor, or in the case of com- 
 panies being wound up by a Palatine court, before a 
 registrar of that court, and the powers of the court under 
 sub-sections six, seven, and eight of this section may 
 (except as to costs) be exercised by the person before 
 whom the examination is held. 
 Rules.— See pp. 344, 345. 
 
 9. — (1.) A committee of inspection appointed in pur- Com- 
 suance of this Act shall consist of persons being creditors ™ lttee of 
 or contributories of the company or persons holding tion. 60 
 general powers of attorney from such persons in such 
 proportions as may be agreed on by the meetings of 
 creditors and contributories, or as, in case of difference, 
 may be determined by the court. 
 
 Rules.— See pp. 335, 336, 352, 353, 377-380. 
 
 Forms.— See pp. 515, 516, 563, 564. 
 
 " A Committee of Inspection."— In re Watson [1891], 2 Ch. 55, Chitty, 
 J., held that, in making a supervision order, the provisions of this statute 
 could be made use of by the Ct. for the purpose of placing restrictions on 
 the Liq.'s powers, similar to those which the legislature has imposed upon 
 a Liq. under a winding-up. He therefore made an order (see Form at 
 p. 62 of Report) continuing a voluntary winding-up under supervision but 
 subject to the control of a committee of inspection. See also ante, 
 Part I., Ch. III., p. 38. 
 
 "Being Creditors."— See R. (90) 96 (n.), and compare B. A., 1890, s. 5. 
 
 " Or Contributories."— See C. A. (62), s. 74, R. (90) 83-88. 
 
 (2.) The committee of inspection shall meet at such times 
 as they from time to time appoint, and, failing such 
 appointment, at least once a month ; and the liquidator or 
 any member of the committee may also call a meeting of 
 the committee as and when he thinks necessary. 
 
 (3.) The committee may act by a majority of their mem- 
 bers present at a meeting, but shall not act unless a 
 majority of the committee are present at the meeting. 
 
 Meetings 
 of com- 
 mittee. 
 
 Commit- 
 tee may 
 act by 
 majority 
 unless, &c.
 
 280 
 
 Companies (W.U.) Act, 1890. 
 
 SS. 9, 10. 
 
 Resigna- 
 tion of 
 member. 
 
 Bank- 
 ruptcy, 
 &c, of 
 member. 
 
 Removal 
 of mem- 
 ber. 
 
 Vacancy 
 in office. 
 
 Con- 
 tinuing 
 member 
 may act. 
 Where 
 no com- 
 mittee, 
 Board of 
 Trade 
 may act. 
 
 Power of 
 Court to 
 assess 
 damages 
 against 
 delin- 
 quent 
 
 (4.) Any member of the committee may resign his office 
 by notice in writing signed by him, and delivered to the 
 liquidator. 
 
 (5.) If a member of the committee becomes bankrupt, or 
 compounds or arranges with his creditors, or is absent from 
 five consecutive meetings of the committee without the 
 leave of those members of the committee who together with 
 himself represent the creditors or contributories as the 
 case may be, his office shall thereupon become vacant. 
 
 (6.) Any member of the committee representing creditors 
 may be removed by an ordinary resolution at any meeting 
 of creditors of which seven days' notice has been given, 
 stating the object of the meeting. Any member of the 
 committee representing contributories may be removed by 
 an ordinary resolution at any meeting of contributories, of 
 which seven days' notice has been given stating the object 
 of the meeting. 
 
 Rules as to meetings. — See pp. 336-339. 
 Ordinary resolution. — See Kules, p. 338. 
 
 (7.) On a vacancy occurring in the office of a member of 
 the committee, the liquidator shall forthwith summon a 
 meeting of creditors or of contributories, as the case may 
 require, for the purpose of filling the vacancy, and the 
 meeting may, by resolution, re-appoint the same or appoint 
 another creditor or contributory to fill the vacancy. 
 
 " Vacancy." — See resignation, sub-s. 4 ; bankruptcy, absence, &c, 
 sub-s. o ; removal by resolution, sub-s. 6 ; by release, s. 22, sub-s. 4. 
 
 (8.) The continuing members of the committee, provided 
 there be not less than two such continuing members, may 
 act notwithstanding any vacancy in their body. 
 
 (9.) If there be no committee of inspection, any act or 
 thing or any direction or permission by this Act authorised 
 or required to be done or given by the committee may be 
 done or given by the Board of Trade on the application of 
 the liquidator. 
 
 Rules. — See pp. 377-3S0. As to delegation of powers of Board of 
 Trade to official receiver, see Rule 169. 
 
 10. — (1.) Where in the course of the winding up of a 
 company under the Companies Acts it appears that any 
 person who has taken part in the formation or promotion 
 of the company, or any past or present director, manager, 
 liquidator, or other officer of the company, has misapplied 
 or retained or become liable or accountable for any moneys
 
 Companies (JV.U.) Act, 1890. 281 
 
 or property of the company, or been guilty of any mis- S. 10. 
 
 feasance or breach of trust in relation to the company, the 
 
 court may, on the application of the official receiver, or Rectors, 
 of the liquidator of the company, or of any creditor or j ' 
 contributory of the company, examine into the conduct of promoters. 
 such promoter, director, manager, liquidator, or other 
 officer of the company, and compel him to repay any 
 moneys or restore any property so misapplied or retained, 
 or for which he has become liable or accountable, together 
 with interest after such rate as the court thinks just, or to 
 contribute such sums of money to the assets of the company 
 by way of compensation in respect of sucn misapplication, 
 retainer, misfeasance, or breach of trust as the court thinks 
 just. 
 
 Misfeasance generally. — See ante, Part I., Ch. XII. 
 
 Rules.— See pp. 347, 348. 
 
 Form.— See p. 209. 
 
 Costs. — As to the costs which will he allowed on a summons hereunder 
 when adjourned into Court, He Anglo-Austrian, &c., Co. [1894], 2 Ch. 
 622, cited, post, p. 348. 
 
 If the result of examination under Act, s. 8 (3), or under C. A. (62), 
 s. 115, makes it desirable, proceedings may be taken hereunder, and the 
 depositions taken at the examination hereunder may be used against the 
 persons sought to be charged, R. (92) 27, p. 346. 
 
 Section 115 of the C. A. (62) is still available where a winding-up 
 order is made, see Part I., Ch. XL, ante, p. 197, and examinations there- 
 under are in the H. C, to take place before the Reg., R. (Ap. 92) 
 3 (2), p. 310. 
 
 "In the Course of the Winding up." — See sub-s. 2. If the company is Misfeas- 
 not iu liquidation the proceedings may be taken by action against the ance. 
 directors, as in London Trust Co. v. Mackenzie, 68 L. T. 380, in which 
 case directors were held liable for loss occasioned by acts " ultra vires " 
 the company. 
 
 What persons are within the Section. — See ante, Part I., Ch. X1L, p. 209. 
 
 " On the application of the 0. R.," &c. — In Re Anglo- Sardinian, &c., Co., 
 W. A. (94) 156, the summons was taken out in the name of the 0. R. by 
 certain persons who had given him an indemnity. Vaughan Williams, 
 J., referring to this case, said that " the idea that such a practice should 
 be continued was altogether wrong. The name of the Official Receiver 
 should not be allowed to be used except in a clear case, and in doing so 
 he ought never to act solely on an opinion of counsel obtained by the 
 persons moving him, as it was not an independent opinion. In every 
 case the Official Receiver need not take an opinion of counsel ; he may 
 act on his own judgment. If there was a committee of inspection, or 
 a committee representing the creditors, and such committee was of 
 opinion that proceedings ought to be taken, the Official Receiver might 
 act on such opinion" (W. N. 94, p. 166). 
 
 "Compel him to pay." — An order for payment of money made by this 
 section is to be deemed a final judgment within B. A., 1883, s. 4, subs-s. 
 1 (g). Companies (Winding-up) Act, 1893. 
 
 Prosecution of Directors, &c— C. A. (62), ss. 167, 168. 
 
 (2.) The provisions of this section shall apply in the ^ ■ ^ a "
 
 282 
 
 Companies (W.U.) Act, 1890. 
 
 above 
 
 section 
 
 SS.10,11. winding up of any company under the Companies Acts 
 whether the same is being wound up by or subject to the 
 supervision of the court or is being wound up voluntarily, 
 and whether the winding up commenced before or after 
 the passing of this Act, and notwithstanding that the 
 offence is one for which the offender may be criminally 
 responsible. 
 
 " "Voluntary Winding up." — The rules of November, 1862 (see Appendix), 
 apply subject to certain modifications, R. (Ap. 92) 17, p 385. S. 3, as 
 to transfer to county court, applies, and proceedings under this section can 
 be so transferred ; see (n.) to s. 3, supra. 
 
 11, — (i.) An account, called the Companies' Liquidation 
 Account, shall be kept by the Board of Trade with the 
 Bank of England, and all moneys received by the Board 
 of Trade in respect of proceedings under this Act shall be 
 paid to that account. 
 
 Rules.— See pp. 348, 365-369. 
 
 Forms. — See pp. 515, 575, 576. 
 
 Regulations of the B. of T. See pp. 393-396. 
 
 Com- 
 panies' 
 liquida- 
 tion 
 account. 
 
 Board of 
 Trade to 
 give 
 receipt. 
 
 Special 
 
 bank 
 
 account. 
 
 Liqui- 
 dator not 
 
 (2.) Every liquidator of a company which is being 
 wound up by order of the court shall, in such manner and 
 at such times as the Board of Trade, with the concurrence 
 of the Treasury, direct, pay the money received by him 
 to the Companies' Liquidation Account at the Bank of 
 England, and the Board of Trade shall furnish him with 
 a certificate of receipt of the money so paid. 
 
 " Wound up." — Not a supervision order, cf. s. 31, sub-s. 2. 
 
 " In such manner," &c. — See Regulation of B. of T., p. 393-396. 
 
 4- pay." — lie must also pay in unclaimed or undistributed assets, s. 15, 
 sub-s. 3. 
 
 (3.) Provided that, if the committee of inspection satisfy 
 the Board of Trade that for the purpose of carrying on 
 the business of the company or of obtaining advances, or 
 for any other reason, it is for the advantage of the creditors 
 or contributories that the liquidator should have an account 
 with any other bank, the Board of Trade shall, on the 
 application of the committee of inspection, authorise the 
 liquidator to make his payments into and out of such 
 other bank as the committee may select, and thereupon 
 those payments shall be made in the prescribed manner. 
 
 Rules. — See p. 349. 
 
 Forms. — See p. 515, 516. 
 
 " In the prescribed manner."— See Regulation of B. of T., post, p. 395. 
 
 (4.) If any such liquidator at any time retains for more 
 than ten days a sum exceeding fifty pounds, or such other
 
 Companies (W.U.) Act, 1890. 
 
 283 
 
 amount as the Board of Trade in any particular case SS.11,12. 
 
 authorise him to retain, then, unless he explains the ; 
 
 retention to the satisfaction of the Board of Trade, he *° £ eta ™ 
 shall pay interest on the amount so retained in excess at more than 
 the rate of twenty pounds per centum per annum, and £50. 
 shall be liable to disallowance of all or such part of his 
 remuneration as to the Board shall seem just, and to 
 be removed from his office by the Board, and shall be 
 liable to pay any expenses occasioned by reason of his 
 default. 
 
 Sec Kegulation of B. of T., post, p. 395. 
 
 (5.) All payments out of money standing to the credit of Pay menta 
 the Board of Trade in the Companies' Liquidation Account out - 
 shall be made by the Bank of England in the prescribed 
 manner. 
 
 Rules.— See pp. 348, 349, 368, 369. 
 
 Forms. — See pp. 575, 576. 
 
 " In the prescribed manner." — See Kegulation of B. of T., p. 395. 
 
 (6.) No liquidator of a company which is being wound 
 up by order of the court shall pay any sums received by 
 him as liquidator into his private banking account. 
 
 Although this rule does not apply to a winding-up under supervision 
 (s. 31, sub-s. 2), no liquidator should ever pay money into his private 
 account. 
 
 " Shall pay."— See Kegulation of B. of T., p. 395. 
 
 12. — (1.) The liquidator of a company which is being 
 wound up by the court may, with the sanction either of 
 the court or of the committee of inspection, carry on the 
 business of the company, or bring or defend any legal 
 proceeding in the name and on behalf of the company, 
 or exercise any of the powers conferred by section one 
 hundred and fifty-nine or section one hundred and sixty 
 of the Companies Act, 1862. 
 
 Rules.— See pp. 377-380. 
 
 Forms. — See pp. 519, 520. 
 
 " Wound up." — This does not apply to supervision order, s. 31, sub-s. 2. 
 
 " May with the Sanction." — The powers in this section and sub-s. 4 re- 
 quire the sanction " either" of the Ct. or of the C. of I. Those in sub-s. 2 
 do not require such sanction. But all the powers referred to in the 
 section require to be exercised subject to the control of the Ct., sub-s. 3. 
 
 " Of the C. of I." — If none, see s. 9, sub-s. 9, K. (90) 169. 
 ■ "Carry on business." — See C. A. (62), s. 95, and sub-s. 2, infra, dis- 
 pensing with sanction. 
 
 " C. A. (62), s. 159 or s. 160." — These sections give Liqs. power to make 
 arrangements and compromises. 
 
 O. A. (62) ss. 91, 98, 99, etc.— See Acts, s. 13. 
 
 Payment 
 to private 
 account 
 forbidden. 
 
 Powers of 
 liquida- 
 tor, with 
 sanction 
 of com- 
 mittee or 
 Court.
 
 284 
 
 Companies (W.U.) Act, 1890. 
 
 SS. 12,13. (2.) The liquidator of any such company may, without 
 the sanction of the court or of the committee of inspection, 
 exercise any of the other powers conferred on the liquidator 
 by section ninety-five of the Companies Act, 1862. 
 
 " Any of the other Powers." — That is, to sell, execute deeds, prove in 
 bankruptcy of contribs., draw bills, take out letters of administration, and 
 do all other things necessary for winding-up, and all these without the 
 sanction of the Ct., as required by C. A. (62), s. 95, but nevertheless 
 subject to its control, sub-s. 3. 
 
 "Section ninety-five," &c. — This section gives the 0. L. power, with the 
 sanction of the Court, to do certain things. 
 
 Without 
 sanction 
 of com- 
 niittee or 
 Court. 
 
 All powers 
 subject to 
 control of 
 Court. 
 
 Solicitor 
 or agent 
 may be 
 employed 
 with 
 sanction. 
 
 Delega- 
 tion to 
 
 (3.) The exercise by the liquidator of the powers referred 
 to in this sectien shall be subject to the control of the 
 court, and any creditor or contributory may apply to the 
 court with respect to any exercise or proposed exercise of 
 any of those powers. 
 
 "Subject to the Control." — The powers given by ss. 1 and 4 require 
 some sanction, those by sub-s. (2) no sanction, but all the powers mentioned 
 in the section are subject to the control of the Ct. 
 
 (4.) The liquidator of a company which is being wound 
 up by order of the court may, with the sanction either of 
 the court or of the committee of inspection, employ a 
 solicitor or other agent to take any proceedings or do any 
 business which the liquidator is unable to take or do 
 himself. The sanction aforesaid must be a sanction ob- 
 tained before the employment, except in cases of urgency, 
 and in such cases it must be shown that no undue delay 
 took place in obtaining the sanction. 
 
 If no Committee, see Act, s. 9 (9) ; K. (90) 1G9. 
 
 Sanction of Court to be obtained on summons. 
 
 " Employ a Solicitor." — That is, not any solicitor whom the Liq. may 
 choose, but such a one as the Ct. may sanction : Be Anglo-Moravian, &c, 
 Co., 24 W. R. 122. 
 
 It has been held in bankruptcy that where the official receiver is 
 trustee without a committee of inspection, he must obtain the sanction of 
 the Board of Trade for the employment of a solicitor : Re Duncan [1892], 
 1 Q. B. 331, 879. It has also been held in bankruptcy that the com- 
 mittee of inspection, or if none, the Board of Trade, in giving permission 
 to the trustee to employ a solicitor may limit the amount of costs which 
 may be incurred : lie Duncan [1892], 1 Q. B. 879. 
 
 When the amount of costs has been so limited, the taxing master cannot 
 allow against the estate a larger sum than the amount limited : lb. 
 
 Costs of. — The Liq. is not personally liable for the costs of the solicitor 
 employed by him with such sanction : Re Anglo-Moravian, &c, Co., supra. 
 But the solicitor has a lien : Capital Fire, &c, Asson., 24 C. D. 408. 
 
 13. General rules maybe made for requiring or enabling 
 all or any of the powers and duties conferred and imposed
 
 Companies (W.U.) Act, 1890. 
 
 28; 
 
 SS. 13- 
 15. 
 
 liquidator 
 of certain 
 powers of 
 Court. 
 
 Limita- 
 tion of 
 powers. 
 
 on the court by sections ninety-one, ninety-eight, ninety- 
 nine, one hundred, one hundred and two, and one hundred 
 and seven of the Companies Act, 1862, to be exercised or 
 performed by the liquidator as an officer of the court, and 
 subject to the control of the court. 
 
 Provided that the liquidator shall not, without the special 
 leave of the court, rectify the register of members, and 
 shall not make any call without either the special leave of 
 the court or the sanction of the committee of inspection. 
 
 S. 91. — Confers power on the Court to call meetings, and applied lefore 
 or after the winding-tip order was made. No rule has heen made con- 
 ferring this general power on a liquidator {provisional), hut he can call 
 meetings in the winding-up, see R. (90) 47. 
 
 S. 98. — Settling list of contributories by Court and collection of assets. 
 These powers are now to be exercised by the liquidator, R. (90) 83-90. 
 
 8. 99. — Representatives, contributories. The liquidator in settling the 
 list must observe the requirements of this section, R. (90) 83. 
 
 S. 100. — Delivery of Property. — This power is now exercised by the 
 liquidator, R. (90) 91. 
 
 S. 182. — Calls. — The power to make calls is now exercised by the 
 liquidator, subject to restrictions, R. (90) 92. 
 
 S. 107. — Power for Court to exclude creditors not proving within 
 stated time. This power has not been conferred on liquidators. 
 
 "Rectify."— See C. A. (62), s. 98, and compare with R. (90) 88. 
 
 "Call."— C. A. (62), ss. 95, 102, R. (90) 92; and cf. Fowler v. Broads, 
 &c. (1893), 1 Ch. 724, as to calls in debenture-holders' action, and see 
 ante, Part I. : Ch. IX., p. 184. 
 
 14. Where a company is being wound up voluntarily or Power for 
 subject to the supervision of the court, the official receiver official re- 
 attached to the court having jurisdiction to wind up the 
 company may present a petition that the company be 
 wound up by the court, and thereupon, if the court is 
 satisfied that the voluntary winding up or winding up 
 subject to supervision cannot be continued with due regard 
 to the interests of the creditors or contributories, it may 
 make an order that the company be wound up by the 
 court. 
 
 ceiver to 
 apply for 
 winding- 
 up order. 
 
 15.— (1.) If the winding up of a company is not con- 
 cluded within one year after its commencement, the 
 liquidator of the company shall, at such intervals as 
 may be prescribed, until the winding up is concluded, 
 send to the registrar of joint stock companies a statement 
 in the prescribed form and containing the prescribed par- 
 ticulars with respect to the proceedings in and position of 
 the liquidation. Any person stating himself in writing 
 to be a creditor or contributory of the company shall be 
 entitled, by himself or by his agent, at all reasonable 
 times, on payment of the prescribed fee, to inspect the 
 
 Informa- 
 tion as to 
 pending 
 liquida- 
 tions. 
 State- 
 ment to 
 be sent to 
 Registrar 
 of J. S. 
 Com- 
 panies.
 
 286 
 
 Companies (W.U.) Act, 1890. 
 
 S. 15. 
 
 Default in 
 making 
 state- 
 ment, &c. 
 
 Money 
 unclaimed 
 or undis- 
 tributed. 
 
 Assets in 
 hands of 
 liquidator. 
 
 statement submitted in pursuance of this section, and to 
 a copy thereof, or extract therefrom. But any person 
 untruthfully so stating himself to be a creditor or con- 
 tributory shall be guilty of a contempt of court, and shall be 
 punishable accordingly on the application of the liquidator 
 or of the official receiver. 
 
 Rules.— See pp. 363-3G5. 
 
 Form. — See pp. 523-525. 
 
 "The Liquidator" includes 0. R. when acting as Liq., R. (90) 2. But 
 by R. (90) 168 (3), the provision of the Rules as to Liqs. and their 
 accounts is not to apply to 0. R. when he is Liq. 
 
 " Voluntary Liquidator." — The B. of T. can enforce this section against 
 voluntary liquidator, whether the winding-up is under supervision or not : 
 Stock and Share Auction Co. [1894], 1 Ch. 736. 
 
 " Prescribed." — Means prescribed by general rules, Act, s. 32 (1). The 
 fee is 2s. Gd. impressed, see table of fees, p. 388. And as to copies, ib. 
 
 " Any person untruthfully stating," &c. — Compare Act, s. 7 (6). 
 
 (2.) If a liquidator makes default in complying with the 
 requirements of this section he shall be liable to a fine not 
 exceeding fifty pounds for each day during which the 
 default continues. 
 
 Comp. s. 11, sub-s. 4. 
 
 (3.) If it appears from any such statement or otherwise 
 that any liquidator of a company has in his hands or 
 under his control any money representing unclaimed or 
 undistributed assets of the company which have remained 
 unclaimed or undistributed for six months after the date of 
 their receipt, the liquidator shall forthwith pay the same to 
 the Companies' Liquidation Account at the Bank of England. 
 Every such liquidator shall be entitled to the prescribed 
 certificate of receipt for the money so paid, and that 
 certificate shall be an effectual discharge to him in respect 
 thereof. 
 
 Rules. — See pp. 365-370. 
 
 The B. of T. issued a notice under this section, dated 31 Dec. 1890, 
 requiring Liq. to pay in moneys in their hands : Gazette, 2 Jan. 1891, 
 and see Regulations B. of T., p. 394. 
 
 " Or otherwise." — The B. of T. may require Liq. to answer inquiries 
 in relation to any winding-up, and may examine him on oath, s. 25 (2) ; 
 and as to auditing books, aud as to vouchers and information with respect 
 thereto, s. 20 (3). 
 
 In bankruptcy a trustee who has obtained his release is liable to 
 account : Be Chudley, 14 Q. B. D. 402. 
 
 " To Companies' Liquidation Account." — See s. 11 ; Reg. B. of T., p. 394. 
 
 "Prescribed certificate." — See s. 32 (1), "Prescribed." No form of 
 receipt is prescribed by the rules. 
 
 Powers for (4.) For the purpose of ascertaining and getting in any
 
 Companies (W.U.) Act, 1890. 
 
 287 
 
 money payable into the Bank of England in pursuance of 
 this section, the like powers may be exercised and by the 
 like authority as are exerciseable under section one hundred 
 and sixty-two of the Bankruptcy Act, 1883, for the purpose 
 of ascertaining and getting in the sums, funds, and 
 dividends referred to in that section. 
 
 Rules.— See pp. 366-368. 
 
 "Section 162 of the Bankruptcy Act, 1883." 
 
 (1.) Where the trustee, under any bankruptcy, composition or scheme 
 pursuant to this Act, shall have under his control any unclaimed dividend 
 which has remained unclaimed for more than six months, or where, after 
 making a final dividend, such trustee shall have in his hands or under his 
 control any unclaimed or undistributed moneys arisin.2; from the property 
 of the debtor, he shall forthwith pay the same to the Bankruptcy Estates 
 Account at the Bank of England. The Board of Trade shall furnish him 
 with a certificate of receipt of the money so paid, which shall be an 
 effectual discharge to him in respect thereof. 
 
 . ( 2 («•) Where, after the passing of this Act, any unclaimed or un- 
 distributed funds or dividends in the hands or under the control of any 
 trustee or other person empowered to collect, receive, or distribute any 
 funds or dividends under any Act of Parliament mentioned in the fourth 
 schedule, or any petition, resolution, deed, or other proceeding under or 
 in pursuance of any such Act, have remained or remain unclaimed or 
 undistributed for six months after the same became claimable or dis- 
 tributable, or in any other case for two years after the receipt thereof by 
 such trustee or other person, it shall be the duty of such trustee or other 
 person forthwith to pay the same to the Bankruptcy Estates Account at 
 the Bank of England. The Board of Trade shall furnish such trustee or 
 other person with a certificate of receipt of the money so paid, which shall 
 be an effectual discharge to him in respect thereof. 
 
 (6.) The Board of Trade may at any time order any such trustee or 
 other person to submit to them an account verified by affidavit of the 
 sums received and paid by him under or in pursuance of any such 
 petition, resolution, deed, or other proceeding as afoiesaid, and may direct 
 and enforce an audit of the account. 
 
 (c.) The Board of Trade, with the concurrence of the Treasury, may 
 from timeto time appoint a person to collect and get in all such unclaimed 
 or undistributed funds or dividends, and for the "purposes of this section 
 any court having jurisdiction in bankruptcy shall have and at the instance 
 of the person so appointed, or of the Board of Trade, may exercise all the 
 powers conferred by this Act with respect to the discovery and realisation 
 of the property (fa debtor, and the provisions of Part I. of this Act with 
 respect thereto shall, with any necessary modifications, apply to proceedings 
 tinder this section. 
 
 (3.) The provisions of this section shall not, except as expressly declared 
 herein, deprive any person of any larger or other right or remedy to which 
 he may be entitled against such trustee or other person. 
 
 (4.) Any person claiming to be entitled to any moneys paid in to the 
 Bankruptcy Estates Account pursuant to this section may apply to the 
 Board of Trade for payment to him of the same, and the Board of Trade, 
 if satisfied that the person claiming is entitled, shall make an order for 
 the payment to such person of the sum due. 
 
 Any person dissatisfied with the decision of the Boird of Trade in 
 respect of his claim may appeal to the High Court. 
 
 (Compare sub-s. 5, infra, and see s. 11, sub-s. 5.) 
 
 S. 15. 
 
 ascertain- 
 ing and 
 getting in 
 money.
 
 288 
 
 Companies (W.U.) Act, 1S90. 
 
 SS. 
 15-17. 
 
 Person 
 claiming 
 money 
 may apply 
 to Board 
 of Trade. 
 
 Appeal. 
 
 Applica- 
 tion of 
 section. 
 
 Invest- 
 ment of 
 surplus 
 funds on 
 general 
 account. 
 
 Separate 
 accounts 
 
 (5.) The Board of Trade may at any time after the passing of this Act 
 open the account at the Bank of England referred to in this Act as the 
 Bankruptcy Estates Account. 
 
 (5.) Any person claiming; to be entitled to any money 
 paid into the Bank of England in pursuance of this 
 section may apply to the Board of Trade for payment of 
 the same, and the Board of Trade may, on a certificate by 
 the liquidator that the person claiming is entitled, make 
 an order for the payment to that person of the sum due. 
 Any person dissatisfied with the decision of the Board of 
 Trade in respect of any claim made in pursuance of this 
 section may appeal to the High Court. 
 
 " For payment." — See s. 11, sub-s. 5 ; Keg. B. of T., p. 394. 
 " May Appeal." — An appeal in H. C. against decision of B. of T. is to be 
 brought within twenty-oue days of decision, K. (90) 170. 
 
 (6.) This section shall apply whether the winding-up of 
 the company has commenced before or after the commence- 
 ment of this Act. 
 
 16. — (1.) Whenever the cash balance standing to the 
 credit of the Companies' Liquidation Account is in excess 
 of the amount which in the opinion of the Board of Trade 
 is required for the time being to answer demands in respect 
 of companies' estates, the Board of Trade shall notify the 
 same to the Treasury, and shall pay over the same or any 
 part thereof, as the Treasury may require, to the Treasury, 
 to such account as the Treasury may direct, and the 
 Treasury may invest the said sums, or any part thereof, 
 in Government securities, to be placed to the credit of the 
 said account. 
 
 (2.) Whenever any part of the money so invested is, in 
 the opinion of the Board of Trade, required to answer any 
 demands in respect of companies' estates, the Board of 
 Trade shall notify to the Treasury the amount so required, 
 and the Treasury shall thereupon repay to the Board of 
 Trade such sum as may be required to the credit of the 
 Companies' Liquidation Account, and for that purpose 
 may direct the sale of such part of the said securities as 
 may be necessary. 
 
 (3.) The dividends on the investments under this section 
 shall be paid to such account as the Treasury may direct, 
 and regard shall be had to the amount thus derived in 
 fixing the fees payable in respect of proceedings in the 
 winding up of companies. 
 
 17. — (1.) An account shall be kept by the Board of Trade 
 of the receipts and payments in the winding up of each
 
 Companies (W.U.) Act, 1890. 289 
 
 company, and when the cash balance standing to the credit SS. 17- 
 of the account of any company is in excess of the amount 20. 
 
 which, in the opinion of the committee of inspection, is 
 
 required for the time being to answer demands in respect ?. ^~ r 
 of that company's estate, the Board of Trade shall, on the estates, 
 request of the committee, invest the amount not so R equest 
 required in Government securities, to be placed to the ofcom- 
 credit of the said account for the benefit of the said mitteeto 
 company. invest 
 
 surplus 
 
 Rules. — See pp. 369, 370. funds. 
 
 Forms. — See pp. 575, 576. 
 
 As to investment, &c, of general cash balance of Companies' Liquidation 
 Account, s. 16. Where balance not required of particular estate exceeds 
 £2000, s. 18. Where uo C. of L, s. 9, sub-s. 9. 
 
 (2.) Whenever any part of the money so invested is, in Request 
 the opinion of the committee of inspection, required to ° .j? m " 
 answer any demands in respect of the estate of the com- ra j se funds 
 pany of the assets of which the money so invested formed by sale. 
 part, the Board of Trade shall, on the request of the com- 
 mittee, raise such sum as may be required by the sale of 
 such part of the said securities as may be necessary. 
 
 Rules. — See pp. 369, 370. 
 Form. — See p. 575. 
 
 (3.) The dividends on the investments made under this Dividends 
 
 section shall be paid to the credit of the company of the on invest - 
 assets of which the money so invested formed part. 
 
 18. When the balance at the credit of any company's Interests 
 account in the hands of the Board of Trade exceeds two on 
 thousand pounds, and the liquidator gives notice to the u ve^two 
 Board of Trade that the excess is not required for the thousand 
 purposes of the liquidation, then such company shall be pounds, 
 entitled to interest upon such excess at the rate of two 
 
 per centum per annum. 
 
 19. The Treasury may from time to time issue to the Certain 
 Board of Trade in aid of the votes of Parliament, out of the re °f 1 P ts 
 receipts arising from fees, fee stamps, and dividends on ^\^ 
 investments by the Treasury under this Act, any sums applied in 
 which may be necessary to meet the charges estimated aid of ex- 
 by the Board of Trade in respect of salaries and expenses penditure. 
 under this Act. 
 
 20. — (1.) Every liquidator of a company which is being Audit by 
 wound up by order of the court shall, at such times as may B - ot 'T. 
 be prescribed, but not less than twice in each year during c ] f , llc |J 11 " 
 his tenure of office, send to the Board of Trade, or as they accoun t g . 
 direct, an account of his receipts and payments as such 
 liquidator. 
 
 E.W. ti
 
 290 
 
 Companies (W.U.) Act, 1890. 
 
 SS. 20, 
 21. 
 
 Form of 
 account. 
 Verifica- 
 tion of. 
 
 Audit of 
 accounts. 
 
 Inspec- 
 tion of 
 liquida- 
 tor's 
 books. 
 
 After 
 audit, 
 copies of 
 account to 
 be filed. 
 
 Copies to 
 be sent to 
 creditors, 
 &c. 
 
 Books to 
 be kept by 
 liquidator. 
 
 Kules.— See pp. 370-372. 
 
 Form.— See pp. 523-525. 
 
 " Liquidator." — The provisions of the Rules as to accounts do not 
 apply to 0. R. when acting as Liq., R. (90) 168, 3. 
 
 " An Account." — The forms in use may be obtained from a law 
 stationer's or from the B. of T., together with full directions. 
 
 (2.) The account shall be in a prescribed form, shall be 
 made in duplicate, and shall be verified by a statutory 
 declaration in the prescribed form. 
 
 " Form." — See (n.) " An Account," sub-s. 1, supra. 
 
 " Statutory Declaration." — This means (imless a contrary intention 
 appears) a declaration under Statutory Declaration Act, 1835 ; Interp. 
 Act, 1889, s. 21. 
 
 (3.) The Board of Trade shall cause the accounts so 
 sent to be audited, and for the purpose of the audit the 
 liquidator shall furnish the Board with such vouchers and 
 information as the Board may require, and the Board may 
 at any time require the production of and inspect any 
 books or accounts kept by the liquidator. 
 
 Rules. — See pp. 370-372. 
 
 "Vouchers and Information."— The B. of T. may require the Liq. to 
 answer any inquiry and may apply to Ct. to examine him on oath, s. 25, 
 sub-s. 2. May direct local examination of books and vouchers, ib. sub-s. 3. 
 
 " Inspect any Books." — As to books to be kept by Liq., see s. 21, and 
 (n.) ; as to inspection by C. of I., R. (90) 14.4 (2) ; by ere dors, and con- 
 tribs., s. 21 ; by B. of T. s. 25 (3). 
 
 (4.) When any such account has been audited, one copy 
 thereof shall be filed and kept by the Board, and the other 
 copy shall be filed with the court, and each copy shall be 
 open to the inspection of any creditor, or of any person 
 interested. 
 
 Eules. — See p. 371. 
 
 (5.) The Board of Trade shall cause the account or a 
 summary thereof when audited to be printed, and shall 
 send a printed copy thereof by post to every creditor and 
 contributory. 
 
 Eules. — See p. 371. 
 
 21. Every liquidator of a company which is being wound 
 up by order of the court shall keep, in manner prescribed, 
 proper books in which he shall from time to time cause to 
 be made entries or minutes of proceedings at meetings, and 
 of such other matters as may be prescribed, and any 
 creditor or contributory of the company may, subject to 
 the control of the court, personally or by his agent inspect 
 any such books.
 
 Companies (W.U.) Act, 1890. 291 
 
 Rules. — See pp. 372, 373. g_ 22. 
 
 " May inspect." — As to inspection by B. of T., s. 20 (3). By C. of I., 
 
 R. (90) 144 (2). As to local investigation of books by B. of T., s. 25 (3). 
 
 22. — (1.) When the liquidator of a company which is Release 
 being wound up by order of the court has realised all the 9 } l( ^ m " 
 property of the company, or so much thereof as can, in 
 his opinion, be realized without needlessly protracting the 
 liquidation, and distributed a final dividend, if any, to the 
 creditors, and adjusted the rights of the contributories 
 between themselves, and made a final return, if any, to 
 the contributories, or has resigned, or has been removed 
 from his office, the Board of Trade shall, on his appli- 
 cation, cause a report on his accounts to be prepared, 
 and, on his complying with all the requirements of the 
 Board, shall take into consideration the report, and any 
 objection which may be urged by any creditor, or con- Appeal 
 tributory, or person interested against the release of the against 
 liquidator, and shall either grant or withhold the release ) vl ^ nnol(1 " 
 accordingly, subject nevertheless to an appeal to the High re f ease# 
 Court. 
 
 Rules. — See pp. 375, 376. 
 Forms. — See pp. 532-534. 
 "An Appeal." — See as tu time and manner of Appeal, R. (90) 170. 
 
 (2.) Where the release of a liquidator is withheld the Release 
 court may, on the application of any creditor, or con- Wlthneki ' 
 tributory, or person interested, make such order as it 
 thinks just, charging the liquidator with the consequences 
 of any act or default he may have done or made contrary 
 to his duty. 
 
 (3.) An order of the Board releasing the liquidator Order of 
 shall discharge him from all liability in respect of any release, 
 act done or default made by him in the administration of Effect of. 
 the affairs of the company, or otherwise in relation to his 
 conduct as liquidator, but any such order may be revoked Revoca- 
 on proof that it was obtained by fraud or by suppression tion of. 
 or concealment of any material fact. 
 
 Rules. — See pp. 375, 376. 
 
 " Default." — In bankruptcy, notwithstanding the release, the Ct., where 
 money was actually in a released trustee's hands, made him pay it over as 
 a dividend: Re Prager, 3 C. D. 115. A mere default was held barred by 
 the release : Re Ware, 8 C. D. 735 ; Re Maiden, 55 L. T. 708. 
 
 (4.) Where the liquidator has not previously resigned or Operates 
 been removed, his release shall operate as a removal of J^^gjgQ 
 him from his office. f iiq U i- 
 
 "From his Office." — But perhaps not from any personal liability: Re dator. 
 Ware, 8 0. D. 735.
 
 292 
 
 Companies (W.U.) Act, 1890. 
 
 S. 23. 
 
 Discre- 
 tionary 
 powers of 
 liquidator 
 and 
 con t rol 
 thereof. 
 
 Liquida- 
 tor may 
 summon 
 general 
 meetings. 
 
 Liquida- 
 tor may 
 apply for 
 directions. 
 
 Liquida- 
 tor to use 
 lii.s dis- 
 cretion. 
 
 23. — (1.) Subject to the provisions of the Companies 
 Acts, the liquidator of a company which is being wound 
 up by order of the court shall, in the administration of 
 the property of the company and in the distribution 
 thereof amongst its creditors, have regard to any direc- 
 tions that may be given by resolution of the creditors or 
 contributories at any general meeting, or by the committee 
 of inspection, and any directions so given by the creditors 
 or contributories at any general meeting shall in case of 
 conflict be deemed to override any directions given by the 
 committee of inspection. 
 
 Kules.— See pp. 377-380. 
 
 Forms.— See pp. 518-523. 
 
 "The Liquidator." — Includes 0. R. when acting as Liq., R. (90) 2. 
 
 " Wound up by Order." — Not a supervision order, s. 31 (2). 
 
 " By Committee," &c. — In Be Smith, 17 Q. B. D. 488, the trustee in bank- 
 ruptcy was directed by the committee to reject a proof tendered in respect 
 of a judgment debt. Held he had acted vexatiously and he must pay 
 the costs of the appeal personally. 
 
 (2.) The liquidator may from time to time summon 
 general meetings of the creditors or contributories for 
 the purpose of ascertaining their wishes, and it shall 
 be his duty to summon meetings at such times as the 
 creditors or contributories, by resolution, either at the 
 meeting appointing the liquidator or otherwise, may 
 direct, or whenever requested in writing to do so by one- 
 tenth in value of the creditors or contributories as the 
 case may be. 
 
 Rules.— See pp. 336-339. 
 Forms. — See pp. 538-543. 
 
 " At the Meeting appointing the Liquidator." — That is at the first meet- 
 ing under s. 6. 
 
 (3.) The liquidator may apply to the court in manner 
 prescribed for directions in relation to any particular 
 matter arising under the winding up. 
 
 "May apply."— See B. A., s. 89, sub-s. 3, and Be Mahler, 1 Mor. 273; 
 Be Glanville, 2 Mor. 71; Ex parte Angerstein, 9 Ch. 479. 
 
 "Prescribed." — I.e. Iry the Kules, s. 32 (1). The application will be by 
 summons, R. (Ap. 92) 3 (3), p. 310. 
 
 (4.) Subject to the provisions of the Companies Acts, 
 the liquidator shall use his own discretion in the manage- 
 ment of the estate and its distribution among the creditors. 
 
 " Shall use his own Discretion." — See (1), n. " Have regard to," and s. 12, 
 supra. The Ct. will not interfere with the discretion of the Liq. in 
 realising the assets unless it is clearly exercised on a wrong principle: Be 
 Peters 47 L. T. 64. 
 
 " Distribution."— See R. (90) 89, 90.
 
 Companies (W.U.) Act, 1890. 
 
 293 
 
 24. If any person is aggrieved by any act or decision of SS. 24, 
 the liquidator of a company which is being wound up by 25. 
 
 order of the court, he may apply to the court, and the 
 
 court may confirm, reverse, or modify the act or decision Appeal to 
 complained of, and make such order in the premises as it 
 thinks just. 
 
 Court 
 
 against 
 
 liquidator. 
 
 " Any Person." — Includes any body of persons corporate or unincor- 
 porate, Interp. Act, 1889, s. 19." 
 
 "Aggrieved." — The cases in bankruptcy hereon are collected, Williams' 
 B. P., p. 282. 
 
 " By any Act," &c. — See Re Peters, cited sub-s. 4, supra. 
 
 " Being Wound up." — Not a supervision order, s. 31 ('2). 
 
 "He may apply." — The application in H. C. should be by summons, 
 E. (Ap. 92) 3 (1) (6), (n.), ib. 3 (3). When not in H. C, see 11. (90) 
 5 (/). An appeal as to a proof must be brought within twenty-one days, 
 R. (90) 111. There does not seem to be any time fixed for an appeal 
 as to other matters, as R. (90) 170 does not seem to apply, except 
 perhaps when O. R. is Liq. 
 
 25. — (1.) The Board of Trade shall take cognizance of Control of 
 the conduct of liquidators of companies which are being Board of 
 wound up by order of the court, and in the event of any v , e . 
 such liquidator not faithfully performing his duties and dators. 
 duly observing all the requirements imposed on him by 
 statute, rules, or otherwise with respect to the performance 
 of his duties, or in the event of any complaint being made 
 to the Board by any creditor or contributory in regard 
 thereto, the Board shall inquire into the matter, and take . 
 such action thereon as may be deemed expedient. 
 
 Eules.— See pp. 367-369, 380-^82. 
 
 Forms. — See p. 535. 
 
 " Conduct of Liquidator." — The O. R. is an officer of the Court, cf. 
 R. (90) 165, and also of the B. of T., which appoints him, R. (90) 162, and 
 fixes his remuneration, Act, s. 27, sub-s. 2. When he is acting as Liq., 
 s. 6, sub-s. 3, he is to account, not according to the rules under which 
 Liqs. are to account, but as the B. of T. directs, R. (90) 168 (3). 
 
 (2.) The Board may at any time require any liquidator 
 of a company which is being wound up by order of the 
 court to answer any inquiry made by them in relation to 
 any winding up in which the liquidator is engaged, and 
 may, if the Board think fit, apply to the court to examine 
 on oath the liquidator or any other person concerning the 
 winding up. 
 
 Rules. — See p. 382. 
 
 " Being wound up." — Not a supervision order, s. 31 (2). 
 
 "To answer any Inquiry." — See s. 15, sub-s. 3 (n.) "Or otherwise." 
 And as to requiring vouchers and information for audit and inspecting 
 books and accounts, s. 20 (3). 
 
 (3.) The Board may also direct a local investigation to 
 
 Board of 
 Trade 
 may re- 
 quire 
 liquidator 
 to answer 
 inquiries 
 and 
 
 examine 
 him on 
 oath. 
 
 Board of 
 Trade
 
 294 
 
 Companies (W.U.) Act, 1890. 
 
 SS. 25, 
 26. 
 
 may direct 
 local 
 
 investiga- 
 tion. 
 
 General 
 rules and 
 fees. 
 
 Rules to be 
 laid before 
 Parlia- 
 ment. 
 
 "When 
 rules are 
 to come 
 into ope- 
 ration. 
 
 Fees. 
 
 The 
 Palatine 
 
 be made of the Looks and vouchers of the liquidator of any 
 company which is being wound up by order of the court. 
 
 " Of the Books."— See as to books, &c, s. 21. And as to audit of books 
 and furnishing of vouchers and information, s. 20 (3). 
 
 26.— (1.) The Lord Chancellor may, with the con- 
 currence of the President of the Board of Trade, make 
 general rules for carrying into effect the objects of this 
 Act. 
 
 " General Kules" means general rules made under this Act, and includes 
 Forms, s. 32 (1). As to the force and effect of the rules made under the 
 similar sections of the B. A., see He Hann, 18 Q. B. D. 393. Note that 
 the proviso in the B. A., s. 127, sub-s. 4, that the general rules made there- 
 under are not to extend the jurisdiction of the Ct., has not been expressly- 
 adopted in this Act. 
 
 As to power of Rule Committee, see Interp. Act, 1889, s. 32 (3), ana 
 Jud. Act, 1881, s. 19. Drafts of all Rules must now be gazetted a month 
 before coming into force (Rules Publication Act, 1893). 
 
 (2.) All general rules made under the foregoing provi- 
 sions of this section shall be laid before Parliament within 
 three weeks after they are made, if Parliament is then 
 sitting, and if Parliament is not sitting, within three weeks 
 after the beginning of the next session of Parliament, and 
 shall be judicially noticed, and shall have effect as if enacted 
 by this Act. 
 
 " Laid before Parliament." — Comp. Judicature Act, 1875, s. 25 ; and 
 see Powell v. Davies, 82 L. T. J. 99. 
 
 (3.) Any general rule made under this section shall not 
 come into operation until the expiration of one month after 
 the rule has been made and issued. 
 
 " One Month." — I.e. a calendar month, Interp. Act, 1889, s. 3. 
 
 " Made and Issued." — The Rules of 6 April (92) were dated 6th April, 
 (92), and were to come into operation on the 6th May (92), R. (92) 37. 
 
 As to the term "issued," see Olen\. Overseers of Ftilham, 14 Q. B. D., 
 p. 334, where Stephen, J., says, " The issuing of an order means and is 
 exactly the same as making an order under their seal." But see judg- 
 ment of Day, J., contra. 
 
 (4.) There shall be paid in respect of the proceedings 
 under this Act such fees as the Lord Chancellor may, with 
 the sanction of the Treasury, direct, and the Treasury may 
 direct by whom and in what manner the same are to be 
 collected and accounted for, and to what account they are 
 to be paid. 
 
 See orders as to fees, 17 Dec, 1891, and 31 Aug., 1893. 
 
 (5.) All rules made and directions given by the Lord 
 Chancellor under the foregoing provisions of this section
 
 Companies (W.U.) Act, 1890. 295 
 
 shall be adopted by the authority for the time being em- SS. 26- 
 powered to make rules for regulating the practice or pro- 28. 
 
 cedure in the chancery court of the County Palatine of 
 
 Lancaster, but as so adopted shall have effect with the Court of 
 substitution of the words "vice-chancellor" for the word LaQ caster. 
 "judge," and the word "registrar" for the words "chief 
 clerk," and of the words " chambers of the registrar " for 
 the words "chambers of the judge" and "judge's chambers," 
 and any directions as to the remuneration to be allowed 
 to officers of that court in respect of proceedings under 
 this Act shall be subject to the sanction of the Chancellor 
 of the Duchy and County Palatine of Lancaster. 
 Cf. E. (90) 178. 
 
 27.— (1.) The Board of Trade may, with the approval of ^eltot 
 the Treasury, appoint such additional officers as may be officers 
 required by the Board for the execution of this Act, and byB.ofT. 
 may dismiss any person so appointed. 
 
 "Board of Trade."— See E. (90) 162 et seq. 
 
 (2.) The Board of Trade, with the concurrence of the Bemune- 
 Treasury, shall direct whether any and what remuneration ra1 ; ion of 
 is to be allowed to any officer of, or person attached to, g^^ 
 the Board of Trade, performing any duties under this Act, 
 and may vary, increase, or diminish such remuneration as 
 they may think fit. 
 
 " Officer of or person."— See E. (90) 1G5. 
 
 " Remuneration." — As to remuneration of Liq., see sub-s. 3, infra. 
 
 " Any Duties." — E.g. the 0. E. acting as Prov. Liq., or as 0. E. and 
 Liq. See Table B, 1, 11, p. 389. 
 
 (3.) The Lord Chancellor, with the concurrence of the Eemune- 
 
 Treasury, shall direct whether any and what remuneration ration to 
 
 is to be allowed to any person (other than an officer of the Redirected 
 
 Board of Trade) performing any duties under this Act, and chan- 
 
 may vary, increase, or diminish such remuneration as he ce iior. 
 may think fit. 
 
 " Remuneration. "—See E. (90) 154. 
 
 "Any Duties." — E.g. as provisional liq. or Liq., Table B, 1, 11. 
 
 28. — (1.) The Treasury shall annually cause to be pre- Annual 
 pared and laid before both Houses of Parliament an account account 
 for the year ending with the thirty-first day of March, g^^f 1 ^. 
 showing the receipts and expenditure during that year in C eipts aud 
 respect of proceedings under this Act, whether commenced expendi- 
 under this or any previous Act, and the provisions of ture iu 
 section twenty-eight of the Supreme Court of Judicature re . s P ecfc of 
 Act, 1875, shall apply to the account as if the account had up ^^ 
 been required by that section. ceedin^s.
 
 296 
 
 Companies (W.U.) Act, 1890. 
 
 SS. 28- " S. C. Jud. Act," 1875, s. 28. — The Treasury shall cause to be prepared 
 gn annually an account for the year ending the 31st day of March, showing 
 the receipts and expenditure during the preceding year in respect of the 
 High Court of Justice and the Court of Appeal, and of anv Court, oflice, 
 or officer, the fees taken in which or by whom can be fixed in pursuance 
 of this Act. 
 
 Such account stall be made out in such form and contain such 
 particulars as the Treasury, with the concurrence of the Lord Chancellor, 
 may from time to time direct. 
 
 Every officer by whom or in whose office fees are taken which can be 
 fixed in pursuance of this Act, shall make such returns and give guch 
 information as the Treasury may from time to time require for the 
 purpose of enabling them to make out the said account. 
 
 The said account shall be laid before both Houses of Parliament within 
 one month after the thirty- fir»t day of March in each year, if Parliament 
 is then sitting, or, if not, then within one month after the next meeting 
 of Parliament. 
 
 Audit of (2.) The accounts of the Board of Trade under this Act 
 
 accounts shall be audited in such manner as the Treasury direct, 
 
 ofB. ofT. auc ] ; £ or j.i ie p Ur p 0se f the account to be laid before 
 
 Parliament, the Board of Trade shall make such returns 
 
 and give such information as the Treasury direct. 
 
 Eeturns 29. — (1.) The officers of the courts acting in the winding 
 
 byofficers. up of companies shall make to the Board of Trade such 
 
 returns of the business of their respective courts and offices, 
 
 at such times and in such manner and form as may be 
 
 prescribed, and from such returns the Board of Trade 
 
 shall cause books to be prepared which shall, under the 
 
 regulations of the Board, be open for public information 
 
 and searches. 
 
 As to the books to be kept, and returns made by officers of the Ct., 
 R. (90) 150. 
 
 Annual 
 report of 
 B. of T. 
 
 Orders 
 and certi- 
 ficates of 
 B. of T. to 
 be evi- 
 dence. 
 
 Certifi- 
 cates 
 signed by 
 president 
 of B. of T. 
 
 (2.) The Board of Trade shall also cause a general 
 annual report of all matters, judicial and financial, within 
 this Act to be prepared and laid before both Houses of 
 Parliament. 
 
 30. — (1.) All documents purporting to be orders or 
 certificates made or issued by the Board of Trade and to 
 be sealed with the seal of the Board, or to be signed by a 
 secretary or assistant secretary of the Board, or any person 
 authorized in that behalf by the President of the Board, 
 shall be received in evidence and deemed to be such orders 
 or certificates without further proof unless the contrary is 
 shown. 
 
 (2.) A certificate signed by the President of the Board 
 of Trade that any order made, certificate issued, or act 
 done, is the order, certificate, or act of the Board of Trade, 
 shall be conclusive evidence of the fact so certified.
 
 Companies (JV.U.) Act, 1890. 297 
 
 31. — (1.) This Act shall not, except where it is expressed SS. 31, 
 to have a more extended application, apply to any company 32. 
 which is being wound up in pursuance of an order made — ~ 
 before the commencement of this Act. ^ ,ip "j.*" 
 
 tiuu ol 
 " Except where it is expressed." — See s. 10, sub-s. 2 ; s. 14 ; s. 15, sub-s. G. Act. 
 " Being wound up," &c. — See definition, sub-s. 2, infra. 
 " Commencement." — This Act " passed," i.e. became an Act of Parlia- 
 ment, on the 18th Aug., 1890. It came into operation 1st Jan., 1891, 
 s. 34, see Hall v. L. B., &c, By. Co., 17 Q. B. D. 230, and Interpretation 
 Act, 1889, ss. 36, 37. 
 
 (2.) For the purposes of this Act a company shall not 
 be deemed to be wound up by order of the court if the 
 order is to continue a winding-up under the supervision of 
 the court. 
 
 " Wound up," &c. — Nearly all the special and peculiar provisions of 
 this Act are called into use only when "an order for winding up" has 
 been made, see ss. 4, 6, 7, 8, 11 (2), 20, 22, &c. But ss. 3, 10, 14, 
 and 15 apply to voluntary winding-up. 
 
 As to this sub-section, see Stock and Share Auction Co. [1894], 1 Ch. 
 736. 
 
 (3.) This Act shall not apply to any company unless the 
 registered office of the company is situate in England or 
 Wales. 
 
 " Any Company." — See provision for unregistered cos., s. 32, sub-s. 3. 
 
 "Registered office." — Definition of " registered office," s. 32, sub-s. 3. 
 
 " Is situate." — The order as to Fees, 25 June, 1892, provides for cases 
 where the head office of the coy. being wound up is situate out of 
 England. See s. 32, sub-s. 3 (n.). 
 
 32. — (1.) In this Act, unless the context otherwise re- Interpre- 
 
 quires— Jjjjj^ of 
 
 " The Companies Acts " mean the Companies Act, 1862, „ e ^| a _ 
 
 and the Acts amending the same. n i es ^ c 't ." 
 See s. 35, sub-s. 2, infra. 
 
 "General rules" means general rules made under this "General 
 Act, and includes forms. rules." 
 
 As to General Rules, see Interp. Act, 1889, ss. 14, 15, 32 (3). See 
 also the definition of the expression " the Rules." 
 
 " Pre- 
 
 " Prescribed" means prescribed by general rules. scribed." 
 
 " Stannaries Court " means the court of the Vice-Warden « stan- 
 
 of the Stannaries. naries 
 
 (2.) In Part IV. of the Companies Act, 1862, and in this Court " 
 
 Act the expression "the court," when used in relation to 25 & 26 
 
 a company shall, unless the contrary intention appears, Vlct - c - 89 - 
 
 mean the court having jurisdiction under this Act to wind " The „ 
 
 j.1 Uourt. 
 
 up the company.
 
 298 Companies (W.U.) Act, 1890. 
 
 SS. 32- By s. 83 of C. A. (62), any Judee may do in chambers any act which 
 gg is authorized to he done by the " Court." 
 
 — T (3.) For the purposes of this Act the expression ' ' registered 
 
 !' R T ffi office of a company " shall mean the place which has been 
 
 o/a com- 6 * ne registered office of the company for the greater part of 
 
 pany." the six months immediately preceding the presentation of 
 
 the petition for winding up the company, and shall include, 
 
 in the case of an unregistered company, any place which in 
 
 pursuance of section one hundred and ninety-nine of the 
 
 Companies Act, 1862, is to he deemed the p gisi red -nice 
 
 of the company for the purpose of the winding up thereof. 
 
 "Registered Office." — The register* inst be (? or have been) in 
 
 England or Wales, s. 31 (3) and (n.) " Is Bitu 
 
 "In the case of an unregistered company." — In fi< Mercantile Bank of 
 Australia [1892], 2 Ch. 204, I 1877, in 
 
 Victoria, Australia, by an Act of that colony. The was at 
 
 Melbourne. In 1886 the company appointed local directors in London, 
 and gave them power to carry on a branch of the company in London. 
 The London office was in Lombard Street, and was the only plac 
 business in England. The petition presented i a 7th March, 1892, alleged 
 that the London office was the " r< Bice " of the company within 
 
 the Act, s. 31 (3). North, J., held the Act applied. 
 
 In He Standard, &c, Corp., 8 T. L. R, pany waa 
 
 tered only in the Isle of Man, although it had an office in London. An 
 order to wind up had been made in the I- m Mm and Liqs, appoil I 
 A credor. presented a petition to wind up in this country. The C. A. 
 thought under the circumstances it would be a waste of money to make 
 an order. 
 
 " Section 199." — See Appendix. 
 
 33. The enactments mentioned in the Second Schedule to 
 this Act are hereby repealed, as to England and Wales, to 
 the extent appearing in the third column of that schedule. 
 
 34. This Act shall come into operation on the first day of 
 January one thousand eight hundred and ninety-one. 
 
 See s. 31 (1) (n.) " Commencement.*' 
 
 35. — (1.) This Act may be cited as the Companies 
 (Winding-up) Act, 1890. 
 
 (2.) This Act and the Companies Acts, 1862 to 1886, may 
 be cited together as the Companies Acts, 1862 to 1890. 
 
 SCHEDULES. 
 
 FIEST SCHEDULE. 
 
 Meetings of Creditors and Contributories. 
 
 S. 6, sub-s. 2, p. 273, provides that the provisions of this schedule shall, 
 subject to sucli modification as may be made therein by General Rules 
 (see R. (90) 43-46), apply to any meeting summoned in pursuance of that 
 section. See as to ceneral meetings, R. (90) 47-52, 54-57, E. (92) 25, 
 p. 338.
 
 Companies (W.U.) Act, 1890. 
 
 299 
 
 (1.) The meetings of creditors and contributories shall be Scned - *• 
 held within twenty-one days after the date of the winding- Time for 
 up order, or within such further time as the court may meetings. 
 approve, unless a special manager has been appointed, in 
 which case such meetings shall be held within one month 
 from the date of such order, or within such further time as 
 aforesaid. 
 
 "Shall be held." — If the company is insolvent, see K. (90) 167. 
 "Special Manager," &c— See Act, s. 5 (1) ; K. (90) 42. 
 
 (2.) The official receiver of the company shall summon Official 
 the meeting by giving not less than seven days' notice of receiver to 
 the time and place thereof in the London Gazette and in a sumrnotl 
 local paper. Notice of such meeting shall also be sent by 
 post to every person appearing by the company's books to 
 be a creditor of the company and to every member of the 
 company. 
 
 Rules.— See pp. 335, 336. 
 Forms. — See pp. 538-543. 
 
 " The 0. E."— Who is then Prov. Liq. : Act, s. 4, suh-ss. 1, 2. 
 " Not less than Seven Days." — These days will be reckoned exclusive of 
 first day and inclusive of last day, R. S. 0., O. 64, r. 12. 
 
 Official 
 receiver to 
 send sum- 
 mary of 
 statement. 
 
 (3.) The official receiver shall also, as soon as practicable, 
 send to each creditor mentioned in the company's statement 
 of affairs, and to each person appearing from the company's 
 books, or otherwise, to be a contributory of the company, 
 a summary of the company's statement of affairs, including 
 the causes of its failure, and any observations thereon 
 which the official receiver may think fit to make ; but the 
 proceedings at any such meeting shall not be invalidated by 
 reason of anj^ summary or notice required by these rules 
 not having been sent or received before the meeting. 
 
 " Statement of Affairs." — See s. 7. 
 
 "The Company's Books." — The 0. R. as Prov. Liq. is entitled to these : 
 Engel v. S. M. Brewery, &c, Co. (1892), 1 Ch. 442. 
 
 " A Contributory." — A paid-up shareholder is a contributory : lie 
 Anglesea, (fee, Co., 1 Ch. 555. • 
 
 "Causes of its Failure."— The Report (s. 8 (1) b) states this. 
 
 (4.) The meeting shall be held at such place as is in the 
 opinion of the official receiver most convenient for the 
 majority of the creditors and contributories. 
 
 Place of adjourned meeting, R. (90) 56. 
 
 (5.) The official receiver, or some person nominated by Chairman. 
 him, shall be the chairman at the meetings. 
 
 "Chairman." — Form No. 134. Semble there maybe an election of a 
 chairman, for by (21), infra, if no quorum is present the election of a 
 
 Place of 
 meeting.
 
 300 
 
 Companies (W.U.) Act, 1890. 
 
 Sched. 1. chairman is one of the acts such a meeting may perform. As to adjourn- 
 
 ment hy chairman, see (20), infra. 
 
 " List of Creditors," &c. — As to the list of credors. or cont ribs, to be used 
 at every meeting, see Form No. 129. 
 
 Eight to 
 vote. 
 
 (6.) A person shall not be entitled to vote as a creditor 
 unless he has duly proved a debt to be due to him from the 
 company, and the proof has been duly lodged before the 
 time appointed for the meeting. 
 
 Rules. — See pp. 354-360. 
 
 Forms. — See pp. 543-546. 
 
 "Person" includes any body of persons corporate or unincorporate, 
 Interp. Act, 1889, s. L9. 
 
 "A Debt." — See B. A., 1 Sched. (8) ; ib., s. .".7. As to debt on covenant, 
 Barnett v. King [1891 J, 1 Ch. 4. Gambling debt, Be Deerhurst, 64 L. T. 
 273. 
 
 Unliqui- 
 dated or 
 contin- 
 gent debt. 
 
 Secured 
 creditor. 
 
 (7.) A creditor shall not vote in respect of any unliqui- 
 dated or contingent debt, or any debt the value of which is 
 not ascertained. 
 
 "Unliquidated or contingent Debt." — Similar words in the Bank] 
 Act, 1869, s. 16, sub-s. 3, were construed in Ex p. Ruffle, 8 Ch. 1001, 
 where Mellish, L.J., said an "unliquidated debt" includes not only all 
 cases of damages to be ascertained by a jury, but extends to any debt 
 where the credor. admits he cannot state the amount; a contingent 
 debt " refers to a case where there is a doubt if there will be any debt at 
 all." A proof for a specific sum, of which details were verified by affidavit 
 in respect of services rendered by accountants before the winding-up, is 
 not within this clause: Be Canadian Pacific, &c, 40 W. R. 40, and 
 cf. (11), infra, and K. (90) 110. 
 
 And see Be Grieves, 13 C. D. 262 ; Be Parrott, 63 L. T. 777. 
 
 (8.) For the purpose of voting, a secured creditor shall, 
 unless he surrenders his security, state in his proof the 
 particulars of his security, the date when it was given, and 
 the value at which he assesses it, and shall be entitled to 
 vote only in respect of the balance (if any) due to him, 
 after deducting the value of his security. If he votes in 
 respect of his whole debt he shall be deemed to have 
 surrendered his security, unless the court on application 
 is satisfied that the omission to value the security has 
 arisen from inadvertence. 
 
 Form. — See p. 543. 
 
 "And the value."— As to omitting to value, see Ex p. Clarke, 41 W. R. 
 116. As to correcting this, see (10), infra. As to valueless security, 
 cf. Ex p. Glynn, 8 Mor. 213. 
 
 "Inadvertence." — Credors., holders of direct security, which they 
 believed to be collateral security, pioved and voted for the full amount of 
 their debt. They were allowed, on the ground of inadvertence, to amend 
 their proof, and value their security, they paying costs of application and 
 of O. R.: Be Henry Lister [1892], 2 Ch. 417.
 
 Companies (W.U.) Act, 1890. 
 
 301 
 
 See under B. A., 1 Sched. (10) : Be Dodds, 25 Q. B. D. 529 ; Be Arden, 
 14 Q. B. D. 121 ; Be Sadler, 17 Q. B. D. 728 ; Be Tricks, 3 Morrell, 15 ; 
 Be Firth, 12 C. D. 337 ; Be Ker, 13 C. D. 304 ; Be Burr, 67 L. T. 465. 
 
 Sched. 1. 
 
 note. 
 
 (9.) A creditor shall not vote in respect of any debt on Creditor 
 or secured by a current bill of exchange or promissory note b >' hil1 or 
 held by him, unless he is willing to treat the liability to 
 him thereon of every person who is liable thereon antece- 
 dently to the company, and against whom a receiving 
 order in bankruptcy has not been made, as a security in 
 his hands, and to estimate the value thereof, and for the 
 purposes of voting, but not for the purposes of dividend, 
 to deduct it from his proof. 
 
 Rules.— See p. 356. 
 
 (10.) It shall be competent to the official receiver, or to 
 the liquidator, within twenty-eight days after a proof 
 estimating the value of a security as aforesaid had been 
 made use of in voting at any meeting, to require the creditor 
 to give up the security for the benefit of the creditors 
 generally on payment of the value so estimated, with an 
 addition thereto of twenty per centum. Provided, that 
 where a creditor has put a value on such security, he may, 
 at any time before he has been required to give up such 
 security as aforesaid, correct such valuation by a new 
 proof, and deduct such new value from his debt, but in 
 that case such addition of twenty per centum shall not 
 be made if the liquidator requires the security to be 
 given up. 
 
 (11.) The chairman of the meeting shall have power to 
 admit or reject a proof for the purpose of voting, but his 
 decision shall be subject to appeal to the court. If he is in 
 doubt whether the proof of a creditor should be admitted 
 or rejected he shall mark the proof as objected to, and 
 shall allow the creditor to vote, subject to the vote being 
 declared invalid in the event of the objection being sus- 
 tained. 
 
 Rules.— See pp. 357-360. 
 
 Forms. — See pp. 545, 546. 
 
 " The Chairman." — See (5), supra. 
 
 " For purpose of voting." — Proof for a specific sum in respect of services 
 rendered (see 7) may be admitted for this purpose, if verified by affidavit : 
 Be Canadian Facific, &c. (7), supra. 
 
 "Subject to appeal."— See R. (90), 111, 122 (2); cf. 170, and Be 
 Canadian Facific, &c, Co., 40 W. R. 40, supra (7), and lie Henry Lister 
 (1892), 2 Ch. 417, supra (8). The O. R. is not to be liable personally for 
 any costs in relation to an appeal as to proofs, R. (90) 121. 
 
 Security 
 valued 
 may be 
 bought in. 
 
 Creditor 
 may cor- 
 rect value. 
 
 Chairman 
 may ad- 
 mit or re- 
 ject proof. 
 
 Appeal.
 
 302 
 
 Companies (W.U.) Act, 1890. 
 
 Sched. 1. 
 
 Proxies. 
 
 Form of. 
 
 To be sent 
 with no- 
 tice of 
 meeting. 
 
 To whom 
 general 
 proxy may 
 be given. 
 
 To whom 
 special 
 proxy may 
 be given, 
 and for 
 what pur- 
 poses. 
 
 Must be 
 deposited 
 
 (12.) A creditor or a contributory may vote either in 
 person or by proxy. 
 Rules. — See pp. 361-363. 
 
 (13.) Every instrument of proxy shall be in the pre- 
 scribed form, and shall be issued by an official receiver, or 
 by the liquidator of the company, and every written part 
 thereof shall be in the handwriting of the person giving 
 the proxy, or of any manager or clerk or other person in 
 his regular employment, or of a commissioner to administer 
 oaths in the Supreme Court of Judicature in England. 
 
 Forms. — See pp. 540, 541. 
 
 Stamps. — On instrument for the sole purpose of appointing proxy to 
 vote at any one meeting, 1 penny, otherwise 10s., Stamp Act, 1891. If for 
 one meeting the date must be specified. The stamp musl be cancelled by 
 the person signing the instrument of proxy. Forma of proxy sent from 
 abroad may be stamped before execution with an English Id. stamp. If 
 stamped on arrival in England after execution the stamp will be 10s. 
 on each. 
 
 (14.) General and special forms of proxy shall be sent 
 to the creditors and contributors with the notice summon- 
 ing the meeting, and neither the name nor description of 
 the official receiver or of any other person shall be printed 
 or inserted in the body of any instrument of proxy before it 
 is so sent. 
 
 (15.) A creditor or a contributory may give a general 
 proxy to his manager or clerk, or any other person in 
 his regular employment. In such case the instrument of 
 proxy shall state the relation in which the person to act 
 thereunder stands to the creditor or contributory. 
 
 Rules.- — See pp. 361-363. 
 Forms. — See pp. 540, 541. 
 
 (16.) A creditor or a contributory may give a special 
 proxy to any person to vote at any specified meeting, or 
 adjournment thereof — 
 
 (a) for or against the appointment or continuance in 
 
 office of any specified person as liquidator or 
 member of the committee of inspection, and 
 
 A s to a person voting for himself to be appointed Liq. and using special 
 proxies, see (24), infra. 
 
 (b) on all questions relating to any matter other than 
 
 those above referred to and arising at any 
 specified meeting or adjournment thereof. 
 Forms. — See p. 541. 
 
 (17.) A proxy shall not be used unless it is deposited with
 
 Companies (W.U.) Act, 1890. 
 
 303 
 
 the official receiver before the meeting at which it is to be S ched - L 
 
 used. withO.R. 
 
 " Before the Meeting." — Not later than 4 in the afternoon of the day before 
 before the meeting, R. (90) 123. 
 
 meeting. 
 
 Solicita- 
 tion for 
 proxies. 
 
 0. R. may 
 act as 
 proxy. 
 
 Adjourn- 
 ment of 
 meeting. 
 
 (18.) Where it appears to the satisfaction of the court 
 that any solicitation has been used by or on behalf of a 
 liquidator in obtaining proxies or in procuring the appoint- 
 ment of liquidator, except by the direction of a meeting of 
 creditors or contributories, the court shall have power, if 
 it think fit, to order that no remuneration shall be allowed 
 to the person by whom or on whose behalf such solicitation 
 may have been exercised, notwithstanding any resolution 
 of the committee of inspection or of the creditors or con- 
 tributories to the contrary. 
 
 (19.) A creditor or a contributory may appoint the 
 official receiver to act in manner prescribed as his general 
 or special proxy. 
 
 (20.) The chairman of the meeting may, with the consent 
 of the meeting, adjourn the meeting from time to time and 
 from place to place. 
 
 "The Chairman." — It is the duty of the chairman to preserve order, 
 conduct proceedings regularly, and take care that the sense of the 
 meeting is properly ascertained with regard to any question before it ; 
 but he has no power to stop or adjourn a meeting at his own will; and if 
 he purports to do so it is competent for the meeting to resolve to go on 
 with the business for which it has been convened, and to appoint another 
 chairman for that object : National Dwellinys Society v. Sykes [1894], 
 3 Ch. 159. 
 
 " May adjourn."— See R. (90) 56, cf. Form No. 128. A formal resolu- 
 tion would seem not now to be necessary, see Be Horsley, 6 Ch. 881. 
 
 (21.) A meeting shall not be competent to act for any Quorum. 
 purpose except the election of a chairman, the proving of 
 debts, and the adjournment of the meeting, unless there 
 are present or represented thereat, at least three creditors 
 or contributories, or all the creditors or contributories, if 
 their number does not exceed three. 
 
 Calculation of a quorum at creditors' meeting, R. (90) 57. 
 
 (22.) If within half an hour from the time appointed for 
 the meeting a quorum of creditors or contributories is not 
 present or represented, the meeting shall be adjourned to 
 the same day in the following week at the same time and 
 place, or to such other day as the chairman may appoint, 
 not being less than seven or more than twenty-one days. 
 
 (23.) The chairman of the meeting shall cause minutes 
 of the proceedings at the meeting to be drawn up, and 
 
 If no 
 quorum 
 meeting 
 to be ad- 
 journed. 
 
 Minutes 
 to be 
 drawn up.
 
 304 
 
 Companies (W.U.) Act, 1890. 
 
 S3hed. 2. 
 
 Proxies 
 not to vote 
 on certain 
 resolu- 
 tions. 
 Saving. 
 
 fairly entered in a book kept for that purpose, and the 
 minutes shall be signed by him or by the chairman of the 
 next ensuing meeting. 
 
 " A book."— I.e. the " Record book," E. (90) 143. 
 
 The Ct. will not regard a resolution which is not written and signed : 
 Re Ratcliffe, 10 Cb. 631. 
 
 (24.) No person acting either under a general or a special 
 proxy shall vote in favour of any resolution which would 
 directly or indirectly place himself, his partner or employer, 
 in a position to receive any remuneration out of the estate 
 of the company otherwise than as a creditor rateably with 
 the other creditors of the company: Provided that where 
 any person holds special proxies to vote for an application 
 to the court in favour of the appointment of himself as 
 liquidator he may use the said proxies and vote accord- 
 ingly. 
 
 "Proxies." — Rules, &c, as to collected, R. (90) 123. 
 " As Liquidator." — Cf. 16 (a), supra. 
 
 SECOND SCHEDULE. 
 
 (See s. 33.) 
 Enactments Repealed as to England and "Wales. 
 
 Session and Chapter. 
 
 Title or Short Title. 
 
 Extent of Repeal. 
 
 25 & 26 Vict. c. 89. 
 
 The Companies Act, 
 
 Section eighty-one. 
 
 
 1862. 
 
 In section ninety-two the words 
 " The Court shall determine 
 " whether any and what secu- 
 rity is to be given by any 
 "official liquidator on bis 
 " appointment." 
 
 Section ninety-seven. 
 
 Section one hundred and sixty- 
 five. 
 
 30 & 31 Vict. c. 131. 
 
 The Companies Act, 
 1867. 
 
 Sections forty-one to forty-six.
 
 Companies (W.U.) Bides (1890-1895). 305 
 
 COMPANIES (WINDING-UP) RULES 
 
 (1890-1895). 
 
 Note.— As the Rules dated 30 April, 1891, and 6 April, 1892, are to be 
 construed with and deemed to form, with the Fades of 1890, one set 
 of Kules (see R. (Ap. 92) 37, p. 386), they have, for the sake of con- 
 venient reference, been printed together. 
 
 PRELIMINARY. 
 
 1. These Rules may be cited as " The Companies Wind- R. (90) 1. 
 ing-up Rules, 1890." They shall come into operation on (Ap.92)35 
 the first day of January one thousand eight hundred and 
 ninety-one. " Rules." 
 
 " Rules."— Include Forms, s. 32 (1). 
 
 35. — (2.) [Ap. 92.] In these rules the expression "the 
 rules " means all the rules for the time being in force in 
 relation to winding up matters (including these rules). 
 
 "These Rules."— I.e. of 6 April, 1892. See the table of them in Table 
 of Contents. As to their commencement, short title, and citation, R. 
 (Ap. 92) 37, p. 386. 
 
 1. — [Ap. 92.] These rules shall apply to all proceedings 
 for or in relation to the winding up of a company where a 
 petition to wind up the company or to continue the volun- 
 tary winding up of the company under the supervision of 
 the Court has been presented, or where an application in 
 the voluntary winding up of the company has for the first 
 time been made, on or after the 1st day of January, 1891 ; 
 unless the Judge before whom any such proceedings may 
 be pending when these rules come into operation shall 
 think it expedient to retain them. 
 
 "These Rules."— I.e. Rules, 6 April, 1892, see R. (Ap. 92) 35 (2), 
 p. 386. 
 
 " Supervision or voluntary winding up." — See R. (Ap. 92) 17, p. 385, 
 incorporating the General Order of November, 1862. 
 
 " Unless the Judge." — See as to transfer, R. (Ap. 92) 1-1, pp. 316, 317. 
 
 E.W. X
 
 306 Companies (W.U.) Rules (1890-1895). 
 
 E. (90) 2. 2. In these Eules, unless the context or subject matter 
 (Ap. 92) 35 otherwise requires, — 
 
 . "These Eules."— I.e. R. (90) 1 ; E. (Ap. 92) 35 (2), p. 386. 
 
 35.— (1.) [Ap. 92.] In the application of the Companies 
 Winding-up Rules, 1890 and 1891, and these rules to any 
 winding-up matter to which these rules apply : — 
 
 " These Rules."— I.e. 6th April, 1892. 
 
 " Winding-up matter." — See definition of R. 3 [Aug. 92], p. 308. 
 
 "Acts." 2.— (a.) " The Acts " means the Companies Acts, 1862 to 
 
 1890. 
 See s. 32 (1), s. 35 (2). 
 
 "Com- "The Company" means a company which is being 
 
 pany." wound up, or against which proceedings to have it 
 
 wound up have been commenced. 
 
 " Wound up." — I.e. wound up under the Ad of 1890, lie London and 
 Suburban Bank (1892), 1 Ch. p. 604, Act ; s. 31 (2). As to " winding-up 
 matter," see R. [Aug. 92], p. 308, infra. 
 
 "The ^ 2.— (a.) " The Court " includes a Judge of the Court, and 
 
 Court - a chief clerk of the Chancery Division of the High 
 
 Court, or other officer of the Court when exercising the 
 
 powers of the Court pursuant to the Acts or these 
 
 Eules, or the practice of the Court. 
 
 " Court."— See definition of, Act, s. 32 (2) ; cf. also R. (90) 129 (2), 
 and Act, s. 8, sub-s. 6 (n.). 
 
 "Credi- 2. — (a.) "Creditor" includes a corporation, and a firm 
 
 tor -" of creditors in partnership. 
 
 "Gazet- 2. — (a.) "Gazetted" means published in the London 
 
 ted -" Gazette. 
 
 R. (90) 152. 
 
 "Judge." 2. — (a.) •" Judge " means in the High Court the Judge to 
 whom the petition to wind up the company is assigned, 
 and in any other Court the Judge thereof or officer 
 who exercises the powers of the Judge thereof. 
 See Act, s. 2. 
 
 35._(1.) [Ap. 92.] " Judge " shall in the High Court 
 mean the Judge who for the time being exercises the 
 jurisdiction of the High Court to wind up companies. 
 
 See Act, s. 2, and R. (Ap. 92) 17, p. 385, R. (90) 2 (a), supra. 
 
 " Proceed- 2. — (a.) "Proceedings" means the proceedings in the 
 ings ' winding up of a company under the Acts.
 
 " Regis- 
 trar." 
 
 Companies (W.U.) Rides (1890-1895). 307 
 
 2.— (a.) " Official Receiver " includes any officer appointed R. (90) 2. 
 by the Board of Trade to discharge the duties of Official ft* 92) 35 
 Receiver under the Acts. 
 
 "0. R."-Sees. 4. " 0fficial „ 
 
 As to his powers before appointment of a Liq., see s. 4 (2), R. (90) 115, Receiver, 
 find definition of "Liquidator," infra. 
 
 2.— (a.) " Registrar," as applied to a County Court, in- 
 cludes, where there are joint Registrars, either of such 
 Registrars, or a Deputy Registrar, and as applied to 
 any Court other than the High Court, means and in- 
 cludes the officer of the Court whose duty it is to 
 exercise in relation to a winding-up the functions 
 which in the High Court are exercised by a Registrar 
 or Chief Clerk. 
 " Other than H. C."— See K. (Ap. 92) 17, p. 385, and this (n.) next 
 rule. 
 
 2. — (b.) In the application of these Rules to any Court 
 other than the High Court, the Registrar may, under 
 the general or special directions of the Judge, hear and 
 determine any application or matter which under the 
 Acts and these Rules may be determined in Chambers. 
 
 " Other than H. C." — As to Palatine Ct. of Lancaster, see Act, s. 26 (5). 
 As to Palatine Courts and Stannaries Ct., s. 1 (1), R. (90) 178. 
 As to office of, R. (Ap. 92) 2, p. 309 ; R, (Ap. 92) 17, p. 385. 
 "Determined in Chambers."— See R. (Ap. 92) 3 (3), and 4, pp. 310, 311. 
 
 35 .— (1.) [Ap. 92.] " Registrar " shall in the High Court 
 mean and include any of the Registrars in Bankruptcy of 
 the High Court, and any person who shall be appointed to 
 fill the office of Registrar under these Rules, and where a 
 winding-up matter is in the District Registry of Liverpool 
 or Manchester shall mean the District Registrar. 
 
 " Office and duties of Registrar."— See R. (Ap. 92) 2, 4, pp. 309, 311. 
 R. Au S . (92) 2, p. 310, R. (Ap. 92) 10, p. 313. R. (Ap. 92) 17, p. 385. 
 " District Registry of Liverpool," &c. — See R. (90) 179. 
 
 35.— (1.) [Ap. 92.] Expressions relating to the Chief "® h M, 
 Clerks and Registrars of the Chancery Division of the High ei v * 
 Court shall, except in Rule 133, be deemed to refer and be 
 construed as referring to the Registrar. 
 
 2. — (a.) "Sealed" means sealed with the seal of the "Sealed.' 
 
 Court. 
 2. — (a.) " Taxing Officer " means the officer of the Court "Taxing 
 whose duty it is to tax costs in the proceedings of the Officer." 
 Court under its ordinary jurisdiction. 
 2. — (a.) "Liquidator" includes an Official Receiver when "Liqui- 
 acting as Liquidator. dator."
 
 308 
 
 Companies (W.U.) Rules (1890-1895). 
 
 It. (90) 3 
 
 (1). 
 
 (Ap.92)36. 
 (Aug. 92) 
 3. 
 
 "Wind- 
 ing-up 
 matter." 
 
 " Forms." 
 
 " Acting as Liquidator." — He acts as Prov. Liq., Act, s. 4 (1), (2), or as 
 0. R. an>l Liq., under Act, s. 6 (3). 
 
 The 0. R. before appointment of Liq. is to have all the powers of a Liq. 
 as to admission, &c, of proofs, R. (99) 115, and see R. (90) 83 (n.). He 
 is an officer of the Ct., R. (90) 165, and of B. of T., R. (90) 165. 
 
 By R. (90) 1G8 (3), the provisions of these Rules (1890), as to Liq. and 
 their accounts, shall not apply to the O. R. when he is Liq. 
 
 3. — [Aug. 92.] In the Companies Winding-up Rules, 
 1890 and 1892, and these Eules, the words " Winding-up 
 matter " shall in relation to the High Court, where the 
 winding-up of a Company is proceeding before the Judge, 
 include any action brought by or against that Company 
 which has been or shall be transferred to the Judge. 
 
 "Any Action transferred."— See R. (Ap. 92) 1 1, pp. 316, 317. 
 " Winding-up."— Act, s. 31 (2). 
 
 3. — (1.) The forms in the Appendix, where applicable, 
 and where they are not applicable forms of the like 
 character, with such variations as circumstances may 
 require, shall be used. Where such forms are applicable 
 any costs occasioned by the use of any other or more 
 prolix forms shall be borne by or disallowed to the party 
 using the same, unless the Court shall otherwise direct. 
 
 "Appendix." — The forms in the Appendix t<> the Rules are all included 
 in the Appendix of forms to this work. 
 
 36. — [Ap. 92.] The forms in the Appendix specified in 
 the first two columns hereunder shall be used in addition 
 to the forms contained in the Appendix to the Companies 
 Winding-up Eules, 1890, and in substitution for the forms 
 contained in the said last-mentioned Appendix specified in 
 the fourth column hereunder : 
 
 No. in 
 Appendix. 
 
 Number for Citation. 
 
 Subject-matter. 
 
 Form in Appendix 
 of Rules of 1890. 
 
 1 
 
 [1] . 
 
 General Title (High 
 
 
 
 
 Court) . 
 
 1. 
 
 2 to 6 
 
 [15a], [16], [16a], 
 
 Procedure on hear- 
 
 
 inclusive. 
 
 [17a], [19b]. 
 
 ing of Petitions. 
 
 — 
 
 7 
 
 [33a] . 
 
 Part II. of Statement 
 
 
 
 
 of Affairs 
 
 Part II. of No. 33. 
 
 8 
 
 [33b] . 
 
 Sheet H. of Statement 
 
 
 
 
 of Affairs 
 
 Sheet H. of No. 33. 
 
 9 
 
 [33c] . 
 
 Sheet M. of Statement 
 
 
 
 
 of Affairs 
 
 Sheet M. of No. 33. 
 
 10 
 
 [38a] . 
 
 Notice to attend pub- 
 
 
 
 
 lic Examination. 
 
 — 
 
 11 
 
 [58] . . 
 
 Summons (General) . 
 
 5S. 
 
 12 
 
 [66] . . . 
 
 Proof of Debt . 
 
 b6.
 
 Companies (W.U.) Bides (1890-1895). 
 
 309 
 
 3. — (2.) Provided that the Board of Trade may from 
 time to time alter any forms which relate to matters of an 
 administrative and not of a judicial character, or substitute 
 new forms in lieu thereof. Where the Board of Trade 
 alters any form, or substitutes any new form in lieu of a 
 form prescribed by these Kules, such altered or substituted 
 form shall be published in the London Gazette. 
 
 " The B. of T. may from time to time alter." — Form No. 30 relating to 
 notices in Gazette was altered Feb. 13, 1891, see Gazette, Feb. 17, 
 1891. Form 42 was altered Jan. 8, 1892. Form 180 of advertisement 
 of the meeting of the committee of inspection for sanction to a proposed 
 call, and Form 82 of affidavit verifying a liquidator's account, have also 
 been altered. Several changes in the forms have also been necessitated 
 by the increase in 1894 of the number of official receivers attached to 
 the High Court. 
 
 As to B. of T. issuing administrative orders, &c, see K. (90) 175. 
 
 R. (90) 
 (2), 4. 
 (Ap. 92) 2. 
 (Aug. 92) 
 1. 
 
 Board of 
 Trade may 
 alter ad- 
 ministra- 
 tive forms. 
 
 PROCEDURE. 
 In the High Court. 
 
 4. [Rule 4 of R. (90), relating to proceedings in the H. C, 
 was annulled by R. (Ap. 92) 34, p. 385.J 
 
 2._(l.) [Ap. 92.] All proceedings in the winding up of 
 companies in the High Court to which these rules apply 
 shall be from time to time attached to one or more of the 
 Registrars, who shall, together with the necessary clerks 
 and officers, and subject to the Acts and rules, act under 
 the general or special directions of the Judge of the High 
 Court. 
 
 2. (2.) [Ap. 92.] Every other Registrar may act for 
 
 and in place of such Registrar as above mentioned in 
 all proceedings under the Acts and rules, including the 
 holding of public examinations, and when so acting such 
 other Registrar shall be deemed to be the Registrar for the 
 purposes of the Acts and rules. 
 
 " Registrar." — See definition, p. 307. 
 
 " Examinations.''— See R. 4 (n.) (Ap. 92), p. 311 ; under C. A . (G2), s. 115, 
 R. (Ap. 92) 3 (2), p. 310. 
 
 1. — [Aug. 92.] Where any action is transferred to the 
 Judge who for the time being exercises the jurisdiction of 
 the High Court to wind up Companies, the Registrar 
 under the Companies Winding-up Rules may, subject to 
 the general or special directions of the Judge, hear, 
 determine, and deal with any application, matter or 
 proceeding which, if the action had not been transferred, 
 would have been determined in Chambers. 
 
 " Transfer." — See pp. 314-317. 
 
 Office of 
 Registrar 
 iu High 
 
 Court. 
 
 Other 
 Registrar 
 may act 
 for. 
 
 Power of 
 Registrar 
 when 
 action 
 trans- 
 ferred.
 
 310 
 
 Companies (W.U.) Rules (1890-1895). 
 
 E. (Ap. 92) 
 
 3. 
 
 (Aug. 92) 
 
 2. 
 
 Addi- 
 tional 
 powers of 
 Registrar 
 on trans- 
 fer. 
 
 Matters 
 in High 
 Court to 
 be beard 
 in Court. 
 
 Matters to 
 be beard 
 in Cham- 
 bers in 
 High 
 Court. 
 
 2.— [Aug. 92.] In every cause or matter within the 
 jurisdiction of the Judge, whether by virtue of the Act 
 or by transfer or otherwise, the Registrar shall, in addi- 
 tion to his powers and duties under the Companies 
 Winding-up Eules, 1890 and 1892, have all the powers 
 and duties of a Master, Registrar, Chief Clerk, or Taxing 
 Master. 
 
 "Transfer."— See R. (Ap. 92) 14, p. 316 ; ib. 17, p. 385. 
 "Or otherwise."— I.e. by retainer, R. (Ap. 92) 1, p. 305. 
 
 3.— (1.) [Ap. 92.] The following matters and applica- 
 tions shall be heard before the Judge of the High Court in 
 open Court : — 
 
 " Before the Judge.'' — Definition, p. 30G. The following applications 
 except (a) will be by motion, see R. (Ap. 92) 5, p. 311. 
 
 Matters not in High Court. — See R. (90) 5. 
 
 (a.) Petitions. 
 As to petitions, see R. (Ap. 92) 5, p. 311. 
 
 (b.) Appeals from the Board of Trade and Official 
 Receiver to the High Court. 
 
 The annulled rule provided for appeals from B. of T. ; O. R. ; and Liq. 
 
 This sub-rule only applies to appeals from the decisions of the 0. R. 
 wlxere acting as 0. 1L, see K. (90) 170, not to appeals from his decisions 
 when acting merely as Liq. In such case the appeals arc to be heard in 
 chambers: Be Nat. Whole Meal, &c, Co. [1892], 2 Ch.4f,7, R.(92) 3 (3), 
 infra. 
 
 (e.) Applications by the Board of Trade under section 15 
 
 of the Companies (Winding-up) Act, 1890. 
 See R. (Ap. 92) 16, p. 367. 
 
 (d.) Applications for the committal of any person to 
 prison for contempt. 
 
 See Act, s. 7, sub-ss. 5, G ; s. 15, sub-s. 1. R. S. C, 0. 44. 
 
 (c.) Such matters and applications as the Judge may 
 
 from time to time by any general or special 
 
 orders direct to be heard before him in open 
 
 Court. 
 
 3. — (2.) [Ap. 92.] Examinations of persons summoned 
 
 before the High Court under section 115 of the Companies 
 
 Act, 1862, shall, unless the Judge of the High Court 
 
 shall otherwise direct, be held before the Registrar in 
 
 Chambers. 
 
 See Part I., Ch. XL, ante, p. 197. 
 
 3. — (3.) [Ap. 92.] Every other matter or application in
 
 Companies (W.U.) Bules (1890-1895). 
 
 311 
 
 (Ap. 92), 
 4,5. 
 
 the High Court under the Act to which the rules apply B. (90) 5 
 may be heard and determined in Chambers. 
 
 " Other matter." — Examination under s. 8 may be held before Registrar, 
 or other person mentioned in s. 8 (9), R. (92) 26, p. 344. Applica- 
 tions under s. 10, when in H. C. to be in Chambers, R. (90) 78, but if not 
 in H. C. they must be in open Ct., R. (90) 5, infra. In the H. C, 
 however, these applications will as a general rule be heard in Ct.,_and 
 cross examination of deponents taken at the hearing. As to motions, 
 R. (Ap. 92) 5, infra. As to Report of O. R., R. (90) 71. 
 
 4. — [Ap. 92.] Subject to the provisions of the Acts and 
 rules, the Eegistrar may, under the general or special 
 directions of the Judge, hear and determine any appli- 
 cation or matter in the High Court which, under the Acts 
 and rules, may be heard and determined in Chambers. 
 Any matter or application in Chambers may at any time 
 be adjourned from Chambers to be heard by the Judge of 
 the High Court in Court, and any matter or application in 
 Court may be adjourned to be heard and dealt with in 
 Chambers. 
 
 5. — [Ap. 92.] Applications in Court, other than petitions, 
 shall be made by motion, notice of which shall be served 
 on every person against whom an order is sought not 
 less than two clear days before the day named in the 
 notice for hearing the motion. Applications in Chambers, 
 other than ex parte applications, shall be made by summons. 
 
 " By Motion." — As to leaving copy notice of motion with Reg., &c, see 
 Order (May, 1892), p. 394. Service, see R. (90) 21 (n.). Motion under 
 s. 10, R. (90) 78, 79. 
 
 "By Summons."— See R. (Ap. 92) 9, p. 313. Form of, No. 3. 
 
 Evidence. — On all applications by summons the evidence in support 
 must be filed, and notice of such filing must be served on the opposite 
 party at the time of the service of the summons. The opposite party 
 must file his evidence in answer within eight days of the service of the 
 summons, and the said notice, and the applicant's evidence in reply, must 
 be filed within three days from such last-mentioned time. Order, 2 June, 
 1892; 36 Sol. Jo. 553. 
 
 Stitching margin. — See the Notice as to stitching margins of summons, 
 &c, for filing, p. 394. 
 
 Title ._As to, in H. C, see R. (90) 7, R. (Ap. 92) 6, p. 313. Forms, 
 No. 3, p. 485. 
 
 Applica- 
 tions in 
 Cham- 
 bers. 
 
 Adjourn- 
 ment into 
 Court, &c. 
 
 Applica- 
 tions in 
 Court and 
 Cham- 
 bers. 
 
 In Courts other than High Court. 
 
 5. In Courts other than the High Court the following Matters 
 
 matters and applications to the Court shall be heard in not in 
 
 open Court :— Court to 
 
 (a.) Petitions. be heard 
 
 (b.) Public examinations. in Court. 
 
 Act, s. 8, sub-s. 3 ; C. A. (62), ss. 115, ib. 117.
 
 312 
 
 Companies (W.U.) Bides (1890-1895). 
 
 k. (90) 6, ( c .) Applications under section 1G7 of the Companies 
 
 (k P .92)6. Act, 1862. 
 
 — (a.) Applications to rectify the Eegister. 
 
 (e.) Appeals from the Official Keceiver and Board of 
 
 Trade. 
 See K. (90) 170, and K. (Ap. 92) 3, sub-s. 1 (b) (n.), ante, p. 310. 
 
 (/.) Appeals from any decision or act of the Liquidator. 
 Act, s. 24 (n.). 
 
 (g.) Applications relating to the admission or rejection 
 
 of proofs. 
 (h.) Proceedings under section 10 of the Companies 
 (Winding-up) Act, 1890. 
 Adjourn- 6. Subject to the provisions of the Acts and Pules, any 
 inentfrom ma tter or application in a Court other than the High Court 
 may at any time, if the Judge thinks fit, be adjourned 
 from Chambers to Court or from Court to Chambers ; and 
 if all the contending parties require any matter or applica- 
 tion to be adjourned from Chambers into Court it shall be 
 so adjourned. 
 
 " Court other than," &c. — Act, s. 1, sub-s. 1, p. 263. 
 " Adjourned."— See R. (Ap 92) 4, p. 311. 
 
 Cham 
 bers to 
 Court and 
 vice versa. 
 
 PROCEEDINGS. 
 
 Proceed- ^ — ^ ^ Every proceeding in Court or in Chambers 
 
 intituled! under the Acts sba11 be dated ' and sba11 be intitul ed " In 
 the matter of the Companies Acts, 1862 to 1890," with 
 
 the name of the Court in which it is taken, and of the 
 
 Company to which it relates. Numbers and dates may be 
 
 denoted by figures. 
 
 Title in High Court.— See E. (Ap. 92) 6, infra. Form [1]. 
 " Every proceeding." — Including those in Cty. Cts„ see Form [2]. 
 "Acts 1862 to 1890." — This is the correct title, notwithstanding the 
 passing of the Companies Act, 1893. 
 
 7. — (2.) The first proceeding in every winding-up matter 
 shall have a distinctive number assigned to it by the 
 proper officer, and all subsequent proceedings in the same 
 matter shall bear the same number. 
 
 "Proper Officer." — In the H. C, the Registrar. 
 " Winding-up matter." — Definition of, p. 3C8. 
 
 Title in 6.— (1.) [Ap. 92.] Every proceeding in the High Court 
 
 High in a winding-up matter to which those rules apply shall 
 
 Court. be dated, and shall be intituled as follows : —
 
 Companies (W.U.) Bides (1890-1895). 313 
 
 In the High Court of Justice. 6-io P ' 92> 
 
 Companies (Winding Up). J 
 
 Mr. Justice 
 
 In the matter of the Companies Acts, 1862 
 to 1890. 
 with the name of the matter to which it relates. Numbers 
 and dates may be denoted by figures. 
 
 See Form [1], p. 4S5. As to Title generally, R. (90) 7 (1), p. 312. 
 Proceeding. — As to what is a, see Be Laxon [1892], 3 Ch. 31. 
 Winding-up matter. — Definition of, p. 308. 
 
 6, — (2.) [Ap. 92.] The first proceeding in every winding- Assign- 
 up matter shall have a distinctive number assigned to it ment °\ 
 in the office of the Registrar, and all proceedings in any ^™> e e r r is . 
 matter subsequent to the first proceeding shall bear the tran c 
 same number as the first proceeding. 
 
 See R. (90) 7 (2), p. 312. 
 
 7 # — [Ap. 92.] All proceedings to which these rules apply Written 
 shall be written or printed, or partly written or partly or printed 
 printed, on paper of the size of 13 inches in length p ™ cee 
 and 8 inches in breadth, or thereabouts ; but no objec- ing " 
 tion shall be allowed to any proof, affidavit, or proxy on 
 account only of its being written or printed on paper of 
 other size. 
 
 Stitching margin. — As to the margin of documents which are to he filed, 
 see the Notice, p. 394. 
 
 8.— [Ap. 92.] All orders, summonses, petitions, warrants, Process to 
 process of any kind (including notices when issued by the be sealecL 
 Court), and office copies in any winding-up matter to which 
 these rules apply shall be sealed. 
 
 "Sealed." — See definition, p. 307. 
 
 9. — [Ap. 92.] Every summons in a winding-up matter Sum- 
 in the High Court to which these rules apply shall be mouses. 
 prepared by the applicant or his solicitor, and issued from 
 the office of the Registrar. A summons, when sealed, 
 shall be deemed to be issued. The person obtaining the 
 summons shall leave in the Registrar's office a dupli- 
 cate which shall be stamped with the prescribed stamp 
 and filed. 
 
 General Form. — See p. 493. 
 
 10.— [Ap. 92.] Every order, whether made in Court or Orders. 
 in Chambers, in a winding-up matter in the High Court
 
 314 Companies (W.U.) Bales (1890-1895). 
 
 E. (90) 8. 
 (Ap. 92), 
 12, 13. 
 
 to which these rules apply, shall be drawn up by the 
 Registrar, unless in any proceeding or classes of proceed- 
 ings the Judge of the High Court or Registrar who makes 
 the order shall direct that no order need be drawn up. 
 Where a direction is given that no order need be drawn 
 up the note or memorandum of the order, signed or 
 initialled by the Judge of the High Court or the Registrar 
 making the order, shall be sufficient evidence of the order 
 having been made. 
 
 "Every order."— See R. (Ap. 92) 17, p. 385. Winding-up order, 
 R. (Ap. 92) 23, p. 334. Documents to be left with Reg., R. (Ap. 92) 23, 
 p. 334. As to giving notice of to 0. R., see R. (Ap. 92) 22, p. 334. 
 Forms, 496-498. As to filing, R. (Ap. 92) 11, p. 373. As to fees, p. 388. 
 
 Office 12. — [Ap. 92.] All office copies of petitions, affidavits, 
 
 copies. depositions, papers, and writings, or any parts thereof, 
 required by any liquidator, contributory, creditor, officer 
 of a company, or other person entitled thereto, shall be 
 provided by the Registrar, and shall, except as to figures, 
 be fairly written out at length, and be sealed and delivered 
 out without any unnecessary delay and in the order in 
 which they shall have been bespoken. 
 As to fee for, p. 388. 
 
 Warrants 13. — [Ap. 92.] A warrant of arrest issued by the High 
 
 of arrest. Court under Rule 76 of the Comj^anies Winding-up Rules, 
 
 1890, shall be issued in the Central Office of the Supreme 
 
 Court, pursuant to an order of the Judge directing such 
 
 issue. 
 
 Form. — See p. 514. 
 
 Transfer 
 of pro- 
 ceedings 
 by Judge 
 of High 
 Court. 
 
 TRANSFER. 
 
 See Act, s. 3 (n.), p. 226. Notice as to Transfers, p. 393. Powers of 
 registrar on transfer, R. (Aug. 92) 1, 2, pp. 309, 310. 
 
 8. A Judge of the High Court to whom the exercise of 
 the jurisdiction to wind up companies is assigned may at 
 any time, for good cause shown, order the proceedings in 
 any Court other than the High Court to be transferred to 
 the High Court, or any proceedings in the High Court 
 to be transferred from the High Court to any other 
 Court. Where the transfer is to the High Court, the 
 winding up shall be assigned to the Judge who made the 
 order of transfer. 
 
 See the notes to s. 3. 
 
 "A Judge."— Or the L. C, s. 3 (2). 
 
 " Good Cause." — See (n.), " For good cause," r. 9.
 
 Companies (W.U.) Bides (1890-1895). 315 
 
 " May Order."— Form 575. R. (90) 9- 
 
 "In any Court other than High Court." — See as to applications for 13. 
 
 transfer from Cty. Cts. the Notice as to transfers, p. 393. 
 
 " Any proceedings in the High Court."— See Act, s. 3, p. 226 (n.), and 
 
 as to the limit on transfer, R. (Ap. 92) 14 (3), pp. 316, 317. 
 
 9. The Judge of any Court having jurisdiction to order Transfer 
 the winding up of a company other than the High Court ^ ( ? l J i d r » e 
 or a Palatine Court may at any time, for good cause o the ^[ iail 
 shown, order any proceedings which have been com- jjigli 
 menced or are pending in his Court to be transferred Court. 
 
 to any Court which has jurisdiction to order the winding Form 3. 
 up of a company not being the High Court or a Palatine 
 Court. 
 
 " Any Court . . . other than High Court." — Act, s. 1 (1) (n.). 
 
 " For good cause shown." — A company was formed with limited liability, 
 and so registered. Two of the subscribers to the memorandum were 
 infants. Questions arose whether, on account of this fact, the registration 
 was valid or not, and whether therefore it was an unlimited and unregis- 
 tered company or not. Serious and important questions of this kind are 
 amply sufficient to justify a transfer : lie Laxon <k Co. [1892], 3 Ch. 31. 
 See s. 3. 
 
 " May order."— Form 575. See E. (Ap. 92) 14, pp. 316, 317. 
 
 10. Notice of an application for a transfer of proceedings Notice to 
 
 shall be served on the Official Eeceiver before the hearing official 
 .i e receiver, 
 
 thereof. 
 
 Notice. — As to Notice to petitioner on application for transfer from 
 Cty. Ct., see Notice of Transfer, p. 393, and R. (90) 14, infra. 
 " On the Official Eeceiver."— See lie Jack, 18 Q. B. D. 682. 
 
 11. When an order of transfer has been made the person Transmis- 
 on whose application the order is made shall, if the S1 ° n o f 
 transfer is to the High Court, lodge with the chief clerk of ^ansfer. 
 the Judge to whom the winding-up becomes assigned, and 
 
 if the transfer is to any other Court with the Registrar of 
 that Court, a sealed copy of the order of transfer. 
 
 " Chief Clerk." — Now the Registrar in Companies (Winding-up). 
 
 12. Where the proceedings in any winding-up are trans- Official ^ 
 ferred by any Court, the Official Eeceiver of the Court to ^eTon 
 which such proceedings are transferred shall become the transfer. 
 Official Eeceiver in the winding-up in place of the Official 
 Eeceiver of the Court from which the proceedings are 
 transferred. 
 
 13. Where any proceedings are transferred from a Court Trans- 
 
 to any other Court, the records of proceedings shall, if the raisslon of " 
 transfer is to the High Court, be transmitted to the Chief 
 Clerk of the Judge to whom the winding-up becomes
 
 316 Companies (W.U.) Rules (1890-1895). 
 
 E. (90) 14, assigned, and if the transfer is to any other Court, to the 
 rip 92) Registrar of that Court. 
 
 14 14. As soon as the Chief Clerk of the Judge (if the transfer 
 
 - — is to a Judge of the High Court) or the Kegistrar of the 
 
 Notice of c our t (if the transfer is to any other Court) has received 
 
 ^official tne rec01 'ds of proceedings from the Court from which the 
 
 receiver transfer is made, he shall give notice of the transfer to the 
 
 and Board Official Receiver of the Court to which the proceedings are 
 
 of Trade, transferred, who shall give notice of the transfer to the 
 
 Board of Trade, When a winding-up is transferred from 
 
 one Court to another, it shall receive a new distinctive 
 
 number. 
 
 Form. — See p. 575. 
 " Chief Clerk." — I.e. Eegistrar. 
 
 " Registrar."— See definition, supra, R. (90) 2, R. (Ap. 92) 35 (1), 
 p. 307, supra, and R. (Aug. 92), p. 310. 
 
 Transfer 15. Whenever the Lord Chancellor, by order under his 
 of juris- hand, shall exclude any County Court from having juris- 
 diction of c ii c tion under the Acts, or shall attach the district or any 
 Court ^nd P ar * °^ ^ ne district of a County Court to the High Court, 
 pending or any other County Court, or shall detach the district or 
 business, any part of the district of any County Court from the 
 district and jurisdiction of the High Court, any winding-up 
 business pending in the Court or district to which the 
 order relates shall become transferred to such Court as 
 shall be mentioned for the purpose in the order ; and, 
 thereupon, the Rules as to transfer of proceedings shall 
 apply to the transfer of such pending proceedings in all 
 respects as if the proceedings had been transferred by 
 order of a Court having power to transfer proceedings. 
 
 " Shall exclude."— See Act, s. 1 (5). 
 
 Transfer 14. — (1.) [Ap. 92.] Where an order has been made in 
 of actions the High Court for the winding up of a company on a 
 where petition presented on or after the 1st day of January, 1891, 
 wind up *^ e J uc ^o e °* tne High Court shall have power, without 
 has been further consent, to order the transfer to him of any 
 made. cause or matter pending in any other Court or Division 
 brought or continued by or against the company. 
 
 This rule is taken from R. S. C, O. 49, r. 5, printed infra, p. 317. 
 Compare aho R. (90) 8, 9. 
 
 " The Judge."— Or the L. C, see Act, s. 3 (2), p. 9 ; R. (Ap. 92) 
 14 (3), (n.). 
 
 "Power to order Transfer.'' — Subject, however, to power to retain. 
 See R. (Ap. 92) 1, p. 305. 
 
 " Of any cause or matter." — See the limit, R. (Ap. 92) 14 (3), infra.
 
 Companies (W.U.) Rules (1890-1895). 317 
 
 14.— (2.) [Ap. 92.] Where any action brought by or K. (90) 16. 
 against a company against which a winding-up order has^ p - 92 ) 
 
 been made is transferred to the Judge of the High Court, ' 
 
 the Registrar may, under the general or special directions Registrar's 
 of the Judge, hear, determine, and deal with any application, duties on 
 matter, or proceeding which, if the action had not been ianser - 
 transferred, would have been determined in Chambers. 
 
 " The Registrar." — As to powers of registrar on transfer, see R. (Aug. 92) 
 1, p. 309. By R. (Aug. 92) 2, p. 310, the Reg. is to have all the powers 
 and duties of a master, ch. clerk, or taxing master. 
 
 14. — (3.) [Ap. 92.] Provided always that nothing in this Limit on 
 Rule or in Order XLIX., Rule 5, of the Rules of the transfer of 
 Supreme Court, 1883, shall authorise the transfer of any ac lon - 
 action by a mortgagee or debenture-holder for the purpose 
 of realising his security, nor the transfer of any action 
 which is not brought to enforce payment of a debt or 
 demand provable in the winding-up. 
 
 R. S. C, 1883, 0. 49, r. 5. — This rule is as follows : — 
 
 " When an order has been made by any Judge of the Chancery Division 
 for the winding-up of any company, or for the administration of the assets 
 of any testator or intestate, the Judge in whose Court such winding-up or 
 administration shall be pending shall have poiver, without any further 
 consent, to order the transfer to such Judge of any cause or matter 
 pending in any other Court or Division brought or continued by or 
 against such company, or by or against the executors or administrators 
 of the testator or intestate whose assets are being so administered, as the 
 case may be." 
 
 " Actions by debenture-holder." — All such actions are now, as a rule, 
 transferred by the L. C. (see Act, s. 3 (2), p. 266) to Vaughan-Williams, J. 
 
 Evidence in Debenture Actions. — See the notice as to filing affidavits in 
 such actions when transferred, p. 394. 
 
 WITNESSES AND DEPOSITIONS. 
 
 16. If the Court or the officer of the Court before whom Shorthand 
 any examination is under the Acts and these Rules directed notes > &c> 
 to be held shall in any case, and at any stage in the pro- 
 ceedings, be of opinion that it would be desirable that 
 a person (other than the person before whom an examina- 
 tion is taken) should be appointed to take down the 
 evidence of any person examined under the Acts and 
 Rules in shorthand or otherwise, it shall be competent for 
 the Court or officer aforesaid to make such appointment ; 
 provided that where the application is made by the 
 Official Receiver he shall nominate a person for the pur- 
 pose, and the person so nominated shall be appointed, 
 unless the Court or officer holding the examination shall 
 otherwise order. Every person so appointed shall be paid
 
 318 
 
 Companies (W.U.) Fades (1890-1895). 
 
 R. (90) 17. a sum no £ exceeding one guinea a day, and where the Court 
 appoints a shorthand writer a sum not exceeding eight 
 pence per folio of ninety words for any transcript of the 
 evidence that may be required, and such sums shall be 
 paid by the party at whose instance the appointment was 
 made, or out of the assets of the Company as may be 
 directed by the Court. 
 
 Forms. — See pp. 513, 514. 
 
 " Is made by the 0. R." — Where the appointment is made at instance 
 of 0. R. the cost of the notes is to be deemed an expense incurred by 0. R. 
 in getting in assets, R. (90) 31, p. 323. 
 
 A shorthand writer is invariably appointed lor the public examinations 
 under s. 8. 
 
 Commit- 17. — (1.) If a person examined before a Registrar or 
 tal of con- other officer of the Court who has no power to commit for 
 tumacious contempt of Court, refuses to answer to the satisfaction of 
 wi ness. ^ ie jj e gj s ^ rar or ffi C er any question which he may allow to 
 be put, the Registrar or officer shall report such refusal to 
 the Judge, and upon such report being made the person in 
 default shall be in the same position and be dealt with 
 in the same manner as if he had made default in answer- 
 ing before the Judge. 
 
 Form. — See p. 514. 
 
 R. S. C, 0. 37, rr. 13 and 14. 
 
 " Refuses to answer." — See Be Butterfield, 7 Mor. 293. 
 
 " Shall report.'" — See next rule. 
 
 " And be dealt with." — As to the privilege of members of Parliament 
 against order of committal for refusing to answer under B. A. 83, s. 27, 
 see Exp. Lindsay (1892), 1 Q. B. 327, R. (90) 178. 
 
 Report of 17. — (2.) The report shall be in writing, but without 
 registrar, affidavit, and shall set forth the question put, and the 
 answer (if any) given by the person examined. 
 Form. — See p. 514. 
 
 Registrar 
 to name 
 time and 
 place. 
 
 Where 
 default 
 will be 
 reported. 
 
 17. — (3.) The Registrar or officer shall, before the con- 
 clusion of the examination at which the default in answering 
 is made, name the time when and the place where the 
 default will be reported to the Judge ; and upon receiving 
 the report the Judge may take such action thereon as he 
 shall think fit. If the Judge is sitting at the time when 
 the default in answering is made, such default may be 
 reported immediately. 
 Form. — See p. 514. 
 
 [Rule (27), Ap. 1892, which refers to depositions taken 
 at public examinations, is printed infra, p. 346.]
 
 Companies (W.U.) Rules (1890-1895). 
 
 319 
 
 SITTINGS OF COURTS. 
 
 18. Subject to the orders of the Lord Chancellor, the 
 place of sitting of each County Court having jurisdiction 
 under the Acts shall, for the purpose of such jurisdiction, 
 be the town in which the Court holds its sittings for the 
 general business of the Court, under the provisions of the 
 County Courts Act, 1888. 
 
 " County Court." — See Cty. Ct. Act, 1888, districts s. 4, sittings s. 10. 
 
 19. Subject to the provisions of the Acts, the times of the 
 sitting of each Court other than the High Court in matters 
 of the winding up of companies shall be those appointed for 
 the transaction of the general business of the Court, unless 
 the Judge of any such Court shall otherwise order. 
 
 E. (90) 18- 
 21. 
 
 Place of 
 sitting of 
 County 
 Courts. 
 
 Times for 
 holding 
 Courts 
 other than 
 the High 
 Court. 
 
 SERVICE AND EXECUTION OF PROCESS. 
 
 As to service out of the jurisdiction, see R. (90) 178, p. 383. As to 
 substituted service, E. (90) 178. 
 
 20.— (1.) It shall be the duty of the high bailiff of a Duties of 
 County Court to serve such orders, summonses, petitions, bailiff, &c. 
 and notices as the Court may require him to serve; to 
 execute warrants and other process ; to attend any sittings 
 of the Court (but not sittings in Chambers) ; and to do and 
 perform all such things as may be required of him by the 
 Court. 
 
 Fees to high bailiff, Table C, p. 390. 
 
 20. — (2.) But this rule shall not be construed to require Saving. 
 any order, summons, petition, or notice to be served by a 
 bailiff or officer of the Court which is not specially by the 
 Acts or Kules required to be so served, unless the Court 
 in any particular proceeding by order specially so directs. 
 
 In exercising its powers under Act, s. 1, sub-s. 6, the County Court 
 must use its own officers. A writ of fi. fa. to the sheriff of the county 
 cannot be issued in the County Court : lie Bassetfs Plaster Go. [1894], 
 2 Q. B. 95. 
 
 21. — (1.) All notices and other documents for the service Service. 
 of which no special mode is directed may be sent by prepaid 
 post letter to the last known address of the person to be 
 served therewith ; and the notice or document shall be 
 considered as served at the time that the same ought to 
 be delivered in the due course of post by the post office, 
 and notwithstanding the same may be returned by the 
 post office.
 
 320 
 
 Companies (W.U.) Bides (1890-1895). 
 
 It. (90) 22- " All Notices." — In bankruptcy the rule similar to this lias been held to 
 26. include notices of motion: Exp. Mauthner, 3 C. D. 113. 
 
 " Documents." — Under similar words in the Public Health (London) Act, 
 
 1 891, a summons has been held to be a " document : " Beg v. Mead [1894], 
 
 2 Q. B. 124. No special mode has been directed for a summons. 
 
 " By prepaid post letter." — By Interp. Act, 1889, s. 2(3, the service by 
 post shall be deemed to be effected by properly addressing, prepaying, 
 and posting a letter containing the document, and to have been effected 
 unless contrary is proved, at the time the letter would be delivered in the 
 ordinary course of post. 
 
 Taxation 
 of costs 
 payable 
 by or to 
 official re- 
 ceiver or 
 liquidator 
 or by com- 
 pany. 
 
 Notice of 
 appoint- 
 ment. 
 
 Lodgment 
 of bill. 
 
 Copy of 
 bill to be 
 furnished. 
 
 Applica- 
 tions for 
 costs. 
 
 TAXATION OF COSTS. 
 
 22. The provisions of the following Rules numbered 
 twenty-three to thirty shall apply to the taxation and 
 allowance of costs payable by or to the Official Receiver 
 or Liquidator or which are to be paid out of the assets of 
 the company. 
 
 23. Every person whose bill or charges is or are to be 
 taxed shall in all cases give not less than four days' notice 
 of the appointment to tax the same to the Official Receiver 
 and to the Liquidator (if any). 
 
 24. The bill or charges, if incurred prior to the appoint- 
 ment of a Liquidator, shall be lodged with the Official 
 Receiver, and if incurred after the appointment of a Liqui- 
 dator, shall be lodged with the Liquidator, three clear days 
 before the application for the appointment to tax the same 
 is made. The Official Receiver or the Liquidator, as the 
 case may be, shall forthwith, on receiving notice of taxa- 
 tion, lodge such bill or charges with the proper Taxing 
 Officer. 
 
 " Prior to the Appointment." — Cf. Act, ss. 4 and 6. 
 
 " Taxing Officer." — See Definition, p. 307, and see now K. (Aug. 92) 310. 
 
 25. Every person whose bill or charges is or are to be 
 taxed shall, on application either of the Official Receiver or 
 the Liquidator, furnish a copy of his bill of charges so to 
 be taxed on payment at the rate of 4(7. per folio, which 
 payment shall be charged on the assets of the Company. 
 The Official Receiver shall call the attention of the Liqui- 
 dator to any items which, in his opinion, ought to be dis- 
 allowed or reduced, and may attend or be represented on 
 the taxation. 
 
 "And may attend," &c. — These words are not in the similar Bankruptcy 
 Eule, and the official receiver in bankruptcy cannot attend : Be Nash 
 [1895], 2 Q. B. 13. Clearly he can attend under this rule. 
 
 26. Where any party to, or person affected by, any 
 proceeding desires to make an application for an order that
 
 Companies (W.U.) Bides (1890-1895). 321 
 
 he be allowed his costs, or any part of them, incident to R.(90)27- 
 such proceeding, and such application is not made at the 30 - 
 time of the proceeding — 
 
 See He Johnstone, 32 W. R. 1001 ; Be George, 41 L. T. 739. 
 
 (1.) Such party or person shall serve notice of his intended Notice to 
 application on the Official Eeceiver, and, if a Liquidator be served 
 has been appointed, on the Liquidator. on- 
 
 (2.) The Official Eeceiver and Liquidator may appear on Appear- 
 such application and object thereto. Q aC p ° an(i 
 
 (3.) No costs of or incident to such application shall be lIo. 
 allowed to the applicant, unless the Court is satisfied that N 
 the application could not have been made at the time of f applica- 
 the proceeding. tion un- 
 
 27. Upon the taxation of any bill of costs, charges, or less, &c. 
 expenses being completed, the Taxing Officer shall issue to Certificate 
 the person presenting such bill for taxation his certificate oftaxa- 
 of taxation. The bill of costs, charges, and expenses shall tlon " 
 
 be filed. 
 
 28. Every Taxing Officer shall keep a register of all bills Register 
 taxed by him in windings-up under these Eules, and shall, of bills 
 within fourteen days after the 31st day of October in each taxei] - 
 year, make a return to the Board of Trade of all bills taxed 
 
 by him during the twelve months preceding such 31st day 
 of October. 
 
 29. Before the bill or charges of any solicitor, manager, Certificate 
 accountant, auctioneer, broker, or other person employed ofem- 
 by an Official Eeceiver or Liquidator, is or are taxed, a Payment, 
 certificate in writing, signed by the Official Eeceiver or 
 Liquidator, as the case may be, shall be produced to the 
 Taxing Officer setting forth whether any, and if so what, 
 special terms of remuneration have been agreed to, and in 
 
 the case of the bill of costs of a solicitor, a copy of the 
 resolution or other authority sanctioning the employment. 
 
 " 0. R. or Liq." — When 0. R. is also Liq., see Ex p. Duncan [1892], 
 1 Q. B. 331. As to payment, R. (Ap. 92) 28, p. 324. 
 
 30. — (1.) Where any bill of costs, charges, fees, or Review of 
 disbursements of any solicitor, manager, accountant, taxation 
 auctioneer, broker, or other person has been taxed by a at m " f 
 Eegistrar of a Court other than the High Court, the Board pjoard of 
 of Trade may require the taxation to be reviewed by a Trade. 
 Taxing Master of the Chancery Division of the High Court. 
 
 " Registrar other." — As to Palatine of Lancaster, see Act, s. 2G (5). 
 " Reviewed by a Taxing Master." — This review is in effect a re-taxation : 
 Exp. Jaijnes [1892], 2 Q. B. 587. 
 
 E.W. Y
 
 322 
 
 Companies (W.U.) Rules (1890-1895). 
 
 R. (90) 30, 
 31. 
 
 Notice to 
 be sriven. 
 
 Registrar 
 to forward 
 bill. 
 
 Board of 
 Trade may 
 appear. 
 
 (2.) In any case in which the Board of Trade require 
 such a review of taxation as is above mentioned they shall 
 give notice to the person whose bill has been taxed, and 
 shall apply to the Taxing Master of the Chancery Division 
 of the High Court to appoint a time for the review of such 
 taxation, and thereupon such Taxiug Master shall appoint 
 a time for the review of, and shall review, such taxation, 
 and certify the result thereof. The Board of Trade shall 
 give to the person whose bill of costs is to be reviewed 
 notice of the time appointed for the review. 
 
 (3.) Where any such review of taxation as is above men- 
 tioned is required to be made by a Taxing Master of the 
 Chancery Division of the High Court, the Begistrar whose 
 taxation is to be reviewed shall forward to the said Taxing 
 Master the bill which is required to be reviewed. 
 
 (4.) The Board of Trade may appear upon the review of 
 the taxation ; and if, upon the review of the taxation, the 
 bill is allowed at a lower sum than the sum allowed on the 
 original taxation, the amount disallowed shall (if the bill 
 has been paid) be repaid to the Official Beceiver, or the 
 Liquidator, or other person entitled thereto. The certificate 
 of the Taxing Master shall in every case of a review by him 
 under this Bule be a sufficient authority to entitle the 
 person to whom the amount disallowed ought to be repaid 
 to demand such amount from the person liable to repay 
 the same. 
 
 (5.) There shall be allowed to the person whose bill is 
 reviewed such costs of and incidental to his appearance on 
 the review as the Taxing Master of the High Court shall 
 think proper, and such costs shall be paid to such person 
 out of the assets of the company : Provided that the costs 
 of the attendance of a principal shall not be allowed if in 
 the opinion of the Taxing Master he could have been 
 sufficiently represented by his London agent. 
 
 COSTS PAYABLE OUT OF THE ASSETS OF THE 
 COMPANY. 
 
 C. A. (62), s. 110. 
 
 Costs pay- 31. The assets of a company which is being wound up, 
 able out of remaining after payment of the fees, and actual expenses 
 the assets. j ncmTec j i n realising or getting in the assets, shall, subject 
 to any Order of the Court, and, if the winding-up is in the 
 Stannaries Court, subject to the provisions of the Stan- 
 naries Act, 1887, be liable to the following payments, 
 
 Costs of 
 person 
 whose bill 
 is re- 
 viewed.
 
 Companies (W.U.) Bides (1890-1895). 323 
 
 which shall be made in the following order of priority, e. (90) 31. 
 namely : — 
 
 " After Payment of the Fees."— See Table of Fees, infra, p. 388. 
 Where the head office is out of England, see 0. 24, June, 1802, infra. 
 p. 392. 
 
 " Actual expenses incurred," &c. — -Before the assets are handed over by 
 0. R. to Liq., balances due to 0. R. for fees, costs, and charges must be 
 discharged, and 0. R. has a lien on the assets until payment, R. (i)0) 161. 
 
 " To the following Payments." — The cost of copies of bill furnished to 
 liquidator are also to be allowed out of these assets, R. (90) 25, p. 320. 
 Also in certain cases the costs of persons whose bills are reviewed, R. (90) 
 30 (5), supra. As to costs of calliug a meeting, see R. (90) 51, p. 337. 
 
 First. The taxed costs of the petition, including the 
 taxed costs of any person appearing on the 
 petition whose costs are allowed by the Court : 
 
 See Orders as to fees. p. 388, and generally as to costs on winding up 
 petition, Part I., Ch. XIV., ante, p. 237. rj - u f Q 
 
 Costs ordered to be paid by the liquidator. — These are not provided*^ h^. £,'v*/vA 
 for by this rule, but they come in the same place as under the old law, ?/\ . J~ 
 
 i.e. first after the costs of the petition : London Metallurgical Co. ) xf^) V ^^J 
 [1895], 1 Ch. 758 ; and see hereon ante, Part I., Ch. XIV., p. 248. u<g J^ -\ , /> 
 
 Costs of petition where debentures absorb all assets. — Debentures of a 7 A i~ ^^. 
 
 company charged all the undertaking and property of the company, (5R-7/ 
 including uncalled capital. The company was ordered to be wound up, 
 and petitioner's costs directed to be paid out of the assets. An order made 
 in the winding-up gave liberty to the official receiver and liquidator to 
 take misfeasance proceedings under s. 10; in these proceedings sums were 
 recovered. The liquidator also obtained payment of calls from contribu- 
 tories ; the assets realized were insufficient to pay off the debentures in 
 full. Held, that as the fund constituted by the sums recovered and the 
 calls were included in the security of the debenture-holders, the petitioner 
 was not entitled to have his costs paid out of the fund. Semble, the 
 liquidator was entitled to deduct the costs of the misfeasance proceedings : 
 Braboume v. Anglo-Austrian Printing, &c, Union [1895], 2 Ch. 891. 
 
 Next. The remuneration of the special manager (if any) : 
 
 Special Manager. — See Act, s. 5, sub-s. 3, R. (90) 42. His costs of 
 giving security are not to be charged on assets, R. (90) 67 (5). As to 
 costs of solicitors, managers, &c, see R. (Ap. 92), 28, p. 324. 
 
 Next. The costs and expenses of any person who makes, 
 or concurs in making, the company's statement 
 of affairs : 
 
 Persons are to be allowed costs and expenses of preparing statement of 
 affairs out of assets, if they were sanctioned by 0. R. before beim r incurred 
 Act, s. 7 (4), R. (90) 62. 
 
 Next. The taxed charges of any shorthand writer ap- 
 pointed to take an examination : Provided 
 that where the shorthand writer is appointed 
 at the instance of the Official Receiver the cost
 
 324 Companies (W.U.) Bides (1890-1895). 
 
 23 
 
 E (90) 32 of the shorthand notes shall be deemed to be 
 
 (A P . 92) an expense incurred by the Official Receiver m 
 
 getting in and realising the assets of the Com- 
 pany : 
 See as to appointment by 0. K., K. (90) 1G. 
 
 Next. The Liquidator's necessary disbursements, other 
 than actual expenses of realisation heretofore 
 provided for : 
 
 "Necessary Disbursements."— His costs of furnishing the required 
 security are not to be charged against assets as an expense of winding-up, 
 R. (90) 67 (5). Nor his costs of obtaining sanction of Ct. to purchase 
 as'sets, &c, K. (90) 159. 
 
 Costs of gazetting appointment of Liq. may be charged by him, h. (JO) 
 63 (5) So also the Stamp fee for Gazette on release of Liq., R. (90) 149, 
 the cost of re-gazetting inaccurate matter, R. (90) 153, and the cost ot 
 printing and posting copies of account to B. of T., R. (90) 139 (2). 
 
 As to the costs of calling meetings, see R. (90) 5 1 . 
 
 The costs of the O. R. relating to appeals as to proofs are not to be- 
 borne by him personally, R. (90) 121. 
 
 Next. The costs of any person properly employed by the 
 
 Liquidator with the sanction of the committee 
 
 of inspection : 
 
 "Person properly employed."— As to Sp. Man., s. 5, sub-s. 1 : R. (90) 
 
 42. His costs of giving security are not to be charged against assets, 
 
 R.'(90) 67 (5). As to costs of solicitors, managers, &c, R. (Ap. 92) 28, 
 
 supra. 
 
 Next. The remuneration of the Liquidator : 
 
 See R. (90) 154. 
 
 Next. The actual out-of-pocket expenses necessarilyin- 
 curred by the committee of inspection, subject 
 to the approval of the Board of Trade : 
 
 As to payment for services, R. (90) 160. 
 
 Costs, 28. — [Ap. 92.] No payments in respect of bill or charges 
 
 payment f so ii c itors, managers, accountants, auctioneers, brokers, 
 
 of ' or other persons shall be allowed out of the assets of a 
 
 company, in a winding-up matter to which these Rules 
 
 apply, without proof that the same have been considered 
 
 and allowed by the Registrar. 
 
 As to certificate of employment before taxatiou, R. (90) 29. 
 
 A oint- OFFICIAL RECEIVER AS PROVISIONAL LIQUIDATOR. 
 
 ment of 32 (i,) After the presentation of a petition, upon the 
 
 sioDal application of a creditor, or of a contributory, or of the 
 liquidator, company, and upon proof by affidavit of sufficient grounds
 
 Companies (W.U.) Bides (1890-1895). 325 
 
 for the appointment of the Official Keceiver as Provisional E. (90) 33. 
 Liquidator, the Court may, if it thinks fit, and upon such 
 terms as may he just, make such appointment. 
 
 Act. — See s. 4, sub-s. 5, ante, p. 269. 
 
 As to Fees, Table B, p. 389, infra. 
 
 " On the Application." — Perhaps having regard to R. (Ap. 92) 3 (3), 
 p. 310, it may, subject to R. (Ap. 92) 4, p. 311, be by summons before the 
 Reg. ; cf. R. S. C, 1883, 0. 55, r. 15, which requires such applications to 
 be brought before Judge in chambers. 
 
 (2.) An order appointing the Official Eeceiver to he Pro- Order ap- 
 visional Liquidator prior to the making of a winding-up pointing 
 order, shall bear the number of the petition in respect of rrov - ■ Llc l- 
 which it is made, and shall state the nature and short 
 description of the property of which the Official Eeceiver is 
 ordered to take possession. 
 
 " Order."— The Reg. must draw it up, R. (Ap. 92) 10, p. 313. And on 
 same day send O. R. notice of order, R. (Ap. 92) 22, p. 334. Three 
 -copies sealed must also be sent by him to O. R., R. (90) 39. The 0. R. 
 is to cause a copy to be served ou chief officer of company, &c, R. (90) 
 40. And to send notice to local paper, and to B. of T. who shall gazette 
 it, R. (90) 41, p. 334. Filing, R. (Ap. 92) 11, p. 373. 
 
 Form. — See p. 496. 
 
 PETITIONS. 
 
 Scale of Fees, Table A, p. 388. 
 
 33. Every petition for the winding up of any company Form of 
 by the Court, or subject to the supervision of the Court, petition, 
 shall be in the forms Nos. 12 and 13 in the Appendix, with 
 such variations as circumstances may require. 
 
 Forms. — See pp. 486-493. 
 
 What Companies may be wound up. — See ante, Part I., Ch. II. 
 
 When a Company can be wound up by the Court. — See ante, Part I., 
 
 Who can obtain a Winding-up Order. — See ante, Part I., Ch. IV. 
 
 Winding-up subject to supervision. — See post, Part III., Ch. II. 
 
 Petition. Title.— The title in the H. C. must be as in Form 6, p. 486. 
 In the Cty. Ct., as given in Form 485. It must be dated, and must 
 have a distinctive number assigned to it in Office of Reg., R. (90) 7. 
 R (Ap. 92) 6, p. 312. When a winding-up is transferred a new dis- 
 tinctive number is given, R. (90) 17. In the case of Insurance Com- 
 panies the petition must also be intituled in the Lifd Assurance 
 Companies Acts, 1870, 1872. So also petitions under the Joint Stock 
 Companies Arrangement Act, 1870, must be intituled in that Act. 
 
 "With such Variations."— Petitions with Blanks.— In Be Standard 
 Contract, &c., Co., 8 T. L. R. 485, the petition, as presented, contained 
 blanks as to date of incorporation, amount of capital, number ot 
 .shares, &c, arad the objects of the company. The information required 
 for filling up these blanks could not be obtained from the London office 
 of the company. Kekewich, J., dismissed the petition simply on the
 
 326 Companies (W.U.) Bides (1890-1895). 
 
 E. (90) 33. ground that it was too sketch)' (per Lindley, L.J.)- The C. A. thought 
 
 ' this was going too far, leave to amend should have been given, but it 
 
 dismissed the appeal on other grounds. 
 
 If a resolution has been passed to wind up voluntarily the date should 
 be stated : Re Russell, Gordner & Co. [1891], 3 Ch. 175. 
 
 Prayer. — The prayer in the Forms asks for winding-up order only, but 
 it is the common practice where there is a voluntary winding-up (see 
 C. A. (62), ss. 145, 147, 148, and (nn.), infra, p. 328) to make a 
 supervision order upon such a petition, per Kekewich, J., Re National 
 Whole Meal Co. (1891), 2 Ch. 151. Where voluntary winding-up is 
 pending;, it is advisable to pray for compulsory order or in alternative 
 supervision order, and to advertise the alternative prayer. See as to re- 
 advertisement, post, p. 328. 
 
 In Re Laxon [1892], 3 Ch. 31, the petition prayed for a compulsory 
 order, but as there was some doubt as to the company's proper registra- 
 tion, it was amended by adding a prayer that it might be wound up as 
 an unregistered company under C. A. (62), Pt. 8. 
 
 Summary of steps to be taken by Petitioner, &c. — The petition is to be 
 written or printed, intitled and stitched, see p. 313, and impressed with a 
 £2 stamp, p. 388. The petition is to be presented at the office of the Reg., 
 E. (Ap. 92) 15, p. 327, with two copies for sealing, see ih., and will be 
 answered for the next petition day, or for a certain petition day to be 
 fixed by the solicitors. Notice of the time and place must be written on 
 the petition and sealed copies thereof, ib. In vacation, a special day will 
 be fixed on application to the Judge. After a petition to wind up by, 
 or subject to the supervision of, the Ct. has been presented the petitioner 
 must, on a day to be appointed by the Reg., not less than two days 
 before day appointed for the hearing, attend before the Reg. and satisfy 
 him that the petition has been duly advertised ; that the prescribed 
 affidavit verifying the statements therein and the affidavit of service (if 
 any) have been duly filed, and that the provisions of the Rules have been 
 duly complied with by the petitioner. If this is not done, no order for 
 winding-up can be made, R. (Ap. 92) 18 (n.), p. 330. The petitioner 
 must also prepare a list of persons who have given notice of their inten- 
 tion to appear at the hearing, and this list must be handed into Ct. prior 
 to the hearing, R. (Ap. 92) 21, and (n.), p. 331. If no persons give notice, 
 a statement to this effect must be handed into Ct., see p. 331. 
 
 Notice of previous Petition. — A shareholder who has notice of a previous 
 petition being presented by a credor. is justified in presenting a separate 
 petition on proper independent grounds if he can prove them : Re Bore 
 Gallery W. N. (91) 98, and see i?e Russell, Gordner & Co. [1891], 3 Ch. 
 171 and (») "Costs" infra. 
 
 As to answering; petitions in Liverpool and Manchester District Regis- 
 tries, see R. (90) 179. 
 
 Copies. — Must be furnished to credors., &c, if required, R. (90) 37. 
 
 Advertisement. — The petition having been answered must be advertised 
 seven clear days before the hearing in certain stated papers, R. (90) 34. 
 See the Form, No. 14, and R. (Ap. 92) 19, p. 329. 
 
 Re-advertisement. — See R. (90) 34 (n.). 
 
 Satisfying Registrar of due advertisement. — R. (Ap. 92) 18, p. 329. 
 
 Verification. — The petition must be verified by an affidavit made by the 
 petitioner, or if a company is petitioner by a director, Sec. See Form, 
 No. 15, p. 493. It must be sworn after, aud filed within tour days after 
 the petition is presented, R. (90) 36, p. 332. 
 
 Affidavits in Opposition and in Reply. — As to the time for filing these, 
 see R. 1 [March, 93], infra, p. 332. 
 
 Service. — Unless presented by the company the petition must be served
 
 Companies (W.U.) Bides (1890-1895). 327 
 
 at the registered office on a member, officer, &c, or if none, by being left E. (Ap. 
 at the office, &c, R. (90) 35, and (n.), p. 332. 92) 16. 
 
 The Form of Affidavit of Service (No. 16, p. 494) which requires the 
 
 petition to be annexed may be used, or it may be exhibited. 
 
 Hearing.— Adjournment (C. A. (62), s. 86.) — An arrangement between 
 the parties for a petition to stand over is not necessarily a sufficient ground 
 for the Judge allowing it to do so, as the costs thereof do not necessarily 
 fall upon the parties only : Be Argentine Loan, (fee, Co., 36 Sol. Jo. 541. 
 Cogent reason must be given. 
 
 Withdrawal Dismissal. Substitution of Petitioner. — As to the sub- 
 stitution of a creditor or contrib. as petitioner on the withdrawal, dis- 
 missal, or adjournment at hearing, see K. 2 [March, 93], p. 333. 
 
 Notice of opposition.— If none is received (see R. (Ap. 92) 21, p. 331. 
 infra) the petition will be treated as unopposed and heard when first 
 called. See Be Inman, W. N. (91) 202. 
 
 Certificate of due advertisement. — R. (Ap. 92) 18, p. 329. 
 Wishes of Creditors, &c— C. A. (62) sub-s. 91, s. 149. 
 Fees. — Order as to fees, p. 388. 
 
 Costs.— See ante, Part 1., Ch. XIV., p. 237. When not unreasonably 
 presented, the petition, although dismissed, may be without costs : Be 
 New Oriental B. C, 37 Sol. Jo. 132. 
 
 Two petitions. Priority. Costs. — The petitioner in the second petition 
 said he did not know of the first, but the Ct. held he must be taken to 
 have had notice on presentation. The Ct. made an order for winding-up 
 on the first petition, gave the second petitioner his share in costs of creditors 
 supporting the order, and the costs of his own petition up to date of 
 presentation when he must have had notice, following Be Building 8. T., 
 41 C. D. 140 ; Be Sheringham, (fee, Co., 37 Sol. Jo. 175. And see as 
 to costs where the second petitioner has not given notice under R. 20 
 [Ap. 92], p. 330 (n.). 
 
 Supervision Order. Taxation. — See Form, No. 27, p. 497. — A peti- 
 tioner asked for a supervision order, a voluntary winding-up being in 
 progress. The order was made, and without re-advertisement of the 
 petition, but taxation of the costs of the voluntary Liq. and his solicitors 
 was ordered, as a condition precedent to payment : Be Civil Service Brewery 
 Co., 37 Sol. Jo. 194; and see Be Waterproof, (fee, Co., W. N. (93) 18, 
 ante, Part I., Ch. III., p. 38, and post, Part III., Ch. II., p. 426. _ 
 
 Costs of parties appearing. — Petition by credors. for supervision order. 
 Petition assented to by company and debenture-holders. One set of costs 
 to credors. supporting petition was allowed, following old practice, R. (90) 
 178. But in future costs may not be allowed unless Ct. is satisfied that 
 the persons appearing had good reason to suppose that there would be a 
 contest as to some matter affecting their interest : New British Iron Co., 
 93 L. T. Jo. 202 ; Be London, (fee, Bank, 93 L. T. Jo. 428. 
 
 Security for Costs— See O. 65, r. 6 ; and in C. A., O. 58, r. 15. 
 The application in H. C. is by summons : Vale v. Oppert, 22 W. R. 629. 
 In Court of Appeal by motion. Cf. Strong v. Carlyle Press, 37 Sol. Jo. 
 357. 
 
 15. — [Ap. 92.] A petition to the High Court in a wind- Presenta- 
 
 ing-up matter to which these rules apply shall be presented tlon of 
 
 at the office of the Eegistrar, who shall appoint the time } n g 1 ^ 
 
 and place at which the petition is to be heard. Notice of Court? 
 the time and place appointed for hearing the petition shall 
 be written on the petition and sealed copies thereof, and the
 
 328 Companies (W.U.) Bides (1890-1895). 
 
 B. (90) 43. Kegistrar may from time to time alter the time appointed 
 and fix another time. 
 
 After presentation the petitioner is to attend before Reg., &c, see R. 18 
 (Ap. 92), p. 329. 
 
 " Sealed Copies." — Two copies are to be sealed. 
 
 Advertise- 34. Every petition shall he advertised seven clear days 
 
 ment of before the hearing, as follows : — 
 petition. 
 
 Form. — See p. 493. 
 
 "Be Advertised."— R. (Ap. 92), 19, p. 329. 
 
 Formal Defects in Advertisements. — Formal defects are not to invali- 
 date proceedings, R. (90) 177 (1), p. 383. I of the rules is that 
 the petition as advertised should be substantially that which is beard, 
 see Be Rational Whole Meal, etc., Co. [1891], 2 Ch. L51. 
 
 In Be Bull, Bevan & Co., W. N. (91) 170, five petitions for winding 
 up were presented, and all were in the paper for hearing on the same day, 
 31st October. The first petition was presented on the L8th September ; the 
 second on the. 22nd September; the third on the 7th October; the fifth on 
 the 21st October. No one appeared on the first and fourth. The second wa3 
 advertised in Gazette of 16th October. The advertisement by error stated 
 it had been presented on the 18th September, instead of Ou the 22nd, and 
 it is also stated that the 31st October had been appointed for hearing. 
 The Court, holding that no injustice had been caused by the error, made 
 a supervision order on the second petition; no order on third and fifth, 
 except that petitioner pay costs. 
 
 If the " note" required by R. 19 [Ap. 92], p. 329, does not appear in 
 the advertisement, re-advertisement will be required : Be Mont de Biete, 
 &c., 37 Sol. Jo. 48. 
 
 Be-advertisement. — As a general rule, when the order asked for on 
 hearing is not the order stated in the advertisement, the petition must be 
 re-advertised. Petition for supervision order amended by praying in the 
 alternative for compulsory order. Held fresh advertisement was necessary : 
 National Whole Ileal Co., supra. 
 
 In New Oriental Bank Corp. [1892], 3 Ch. 563, two petitions, one by 
 the company which was in voluntary liquidation, the oth<r by a credor., 
 both praying a compulsory order. At the hearing, supervision order only 
 asked for, re-advertisement required. 
 
 in Be Civil Service Brewery Co., W. X. (93) 5, a supervision order was 
 made without requiring re-advertisement, for the advertisement was in the 
 alternative. In Be New Morgan Gold, &c, 94 L. T. Ji . 607, a petition 
 had been presented for a compulsory order and in the alternative for a 
 winding-up order, but had been advertised as for a compulsory order only. 
 At the hearing petitioner was willing to take supervision order. Re- 
 advertisement was required. 
 
 Re-advertisement must be made in all the newspapers in which the 
 original advertisements were issued, and not in the London Gazet'e only : 
 Dombey & Son, Ld., W. N. (1895), 146. 
 
 Form now generally used. — See the usual form of advertisement given 
 p. 493. 
 
 " Seven clear days.'' — As to meaning of " clear " davs, see R. S. C, 0. 
 64, r. 12 (n.). 
 
 In a case before North, J., the advertisement in the Gazette had been 
 published seven clear days, but that in the local paper had not. Fresh 
 advertisements were directed, 35 Sol. Jo. 584, Par.
 
 Companies (W.U.) Rules (1890-1895). 
 
 329 
 
 (1.) In the case of a company whose registered office, or E.(Ap.92) 
 if there shall be no such office, then whose principal 18, 19, 
 or last known principal place of business is or was 
 situate within ten miles of the principal entrance of 
 the Royal Courts of Justice, once in the London 
 Gazette, and once at least in one London daily morning 
 newspaper, or in such other newspaper as the Court 
 directs. 
 
 (2.) In the case of any other company, once in the 
 London Gazette, and once at least in one local news- 
 paper circulating in the district where such registered 
 office, or principal or last known place of business, as 
 the case may be, of such company is or was situate. 
 
 " Local paper." — In New British Iron Co., 36 Sol. Jo. 610, no adver- 
 tisement bad been put in a local paper. Tbe Ct., apparently having 
 regard to K. (90) 177, p. 383, made a supervision order. As to re-adver- 
 tisement, see Dombey and Son, Ld., supra. 
 
 The advertisement shall state the day on which the 
 petition was presented, and the name and address of 
 the petitioner, and of his solicitor and London agent 
 (if any). 
 
 Torm. — See Form now generally used, and (n.) p. 493. 
 Memorandum of Advertisements. — II. (90) 147. 
 Gazetting. — R. (90) 152. 
 
 19. — [Ap. 92.] Every advertisement of a petition shall Form of 
 contain a note at the foot thereof stating that any person advertise- 
 who intends to appear on the hearing of the petition, me p fc . of 
 either to oppose or support, must send notice of his inten- P etltl0D - 
 tion to the petitioner within the time and in the manner 
 prescribed by the next succeeding rule ; and an advertise- 
 ment of a petition for the winding up of a company by the 
 Court which does not contain such a note shall be deemed 
 irregular. 
 
 See llll. (Ap. 92) 20 and 21, pp. 330, 331, infra. 
 
 " Advertisement." — See Form, No. 14, p. 493, and R. 34 (2), supra. 
 
 " Shall contain a note." — See Form, No. 14, p. 493. If it does not, re- 
 advertisement will now be ordered : Re Mont de Fie'te, 37 Sol. Jo. 48. 
 
 " Within the time," &o. — The note by mistake stated that notice must 
 be served not later than 6 p.m. on the 13th Jan. instead of the 15th (the 
 hearing being on the 16th). The proceedings were held not to be in- 
 validated : lie Broads Patent Night Light Co., W. N. (92) 5. See 
 B. (90) 177. 
 
 18. — [Ap. 92.] After a petition has been presented, the Attend- 
 petitioner shall, on a day to be appointed by the Registrar, ance be- 
 not less than two days before the day appointed lor the fore hear- 
 hearing of the petition, attend before the Registrar and in § t0
 
 330 Companies (W.U.) Rules (1890-1895). 
 
 R.(Ap.92) satisfy kirn that the petition has been duly advertised, 
 
 20 _ that the prescribed affidavit verifying the statements 
 
 show com- therein and the affidavit of service (if any) have been duly 
 
 pliance filed, and that the provisions of the rules as to petitions 
 
 with rules f r winding up companies have been duly complied with by 
 
 as *° the petitioner. No order for the winding up of a company 
 
 P e i ] on. B \ m \\ b e m ade on the petition of any petitioner who has 
 
 not, prior to the hearing of the petition, attended before 
 
 the Registrar at the time appointed and satisfied him in 
 
 manner required by this rule. 
 
 Note.— These rules (18 to 24, Part II. of Rules, Ap. 1892) embody the 
 provisions made by the General Rules, Feb. 1890 (rules 1 to 7), which 
 are now repealed, R. (Ap. 92) 31, p. 385. 
 
 "And satisfy him."— In Be Kershaw, &c, W. X. (91) 202, North, J., 
 refused to allow a petition to be called on unless the certificate of the Reg. 
 was produced that petition had been properly advertised. The practice 
 now is to place all petitions which have been presented in the paper for 
 hearing on the day for which they have been answered. 
 
 " Duly advertised." See R. (Ap. 92) 19, supra. 
 
 " No order . . . shall be made." — Taken in conjunction with 
 R. (90) 117, these words are not imperative, and so if an irregularity 
 has happened the proceedings will not be invalidated if no injustice has 
 been caused : Be Lang & Co., 36 Sol. Jo. 271. 
 
 Notice by 20. — [Ap. 92.] Every person who intends to appear on 
 who°m S - ^ e nearm S °f a petition shall serve on, or send by post, 
 tend to notice in writing of his intention to the petitioner at the 
 appear on address stated in the advertisement of the petition. The 
 hearing of notice shall be signed by such person, or his solicitor, and 
 petitions. s i ia u De served, or if sent by post shall be posted in such 
 time as in ordinary course of post to reach the address not 
 later than six o'clock in the afternoon of the day previous 
 to the day appointed for the hearing of the petition. The 
 notice may be in Form 2, with such variations as circum- 
 stances may require. A person who has failed to comply 
 with this rule shall not, without the special leave of the 
 Court, be allowed to appear on the hearing of the petition. 
 
 "Every Person." — Copies of petition are to be furnished to creditors 
 and contributories, R. (90) 37. 
 
 " Who intends to appear on the hearing." — In Be Mid Kent Fruit Co., 
 36 Sol. Jo. 389, 398, a notice was sent which stated that sis persons 
 whose names were mentioned being " the committee of credors. ap- 
 pointed, &c," intended to appear and oppose, and the notice was signed 
 by a firm as solicitor for the above-named committee. North, J., 
 declined to recognise the committee as appearing. See 36 Sol. Jo. 
 389, Par. 
 
 " Shall serve."— See form, No. 19, p. 495, and as to service, R. (90) 21. 
 If this rule and rule 21 are complied with, and no notice of opposition is 
 given, a winding-up petition will be treated as unopposed, and heard 
 when first called on : Be Inman, &c, W. N. (91) 202.
 
 Companies (W.U.) Rules (1890-1895). 331 
 
 Compulsory Order asked for. Supervision Order taken. — A petitioner R. (90) 35. 
 asked for a compulsory order or " that such other order may be made as (Ap. 92) 
 may he just." At the hearing petitioner without amending asked for a 21. 
 
 supervision order, a resolution for voluntary liquidation having been 
 
 passed. Four creditors had given notice of their intention to support, 
 but only one creditor supported a compulsory order at the hearing. If 
 persons mean to support an application for a supervision order and not a 
 compulsory order they must say so in their notices, or they will get no 
 costs : Re Woodrow, W. N. (93) 38. 
 
 " A Person who has failed, &c, shall not." — After petition to wind 
 up presented by creditor, but before advertisement, a second petition by 
 another creditor was presented. Both came on for hearing same day. 
 The second petitioner had not given notice hereunder. The second 
 petitioner was held entitled to the costs of his petition up to time when 
 he had notice of first, and to a share of the one set of costs allowed to 
 those supporting : Re Sheringham, &c, Co., W. N. (93) 5. 
 
 Evidence by persons connected with company opposing. — Persons, if con- 
 nected with the company, opposing a compulsory order on a petition 
 where desirability of investigation is alleged, should state on affidavit 
 such matters as are within their knowledge, as to the promotion, forma- 
 tion, or failure of the company, as go to negative the necessity or 
 desirability of inquiry into such matters : Re J. H. Evans & Co., 
 W. N. (1892) 12(3. 
 
 Evidence where debenture-holders' action pending. — The opponents to 
 the petition should state the date of issue of the debentures, and the 
 consideration for such debentures : Re J. II. Evaiis &*. Co., supra. 
 
 Shareholders opposing supervision and asking for compulsory order. — 
 They must allege and prove grounds for supposing that they will derive 
 substantial benefit from a compulsory order: New York Exchange, 
 39 C. D. 415 ; Bore, Gallery Co., W. N. (1891) 98 ; Russell, Cordner 
 & Co. [1891], 3 Ch. 171. 
 
 21. — [Ap. 92.] The petitioner shall prepare a list of the List of 
 names and addresses of the persons who have given notice names and 
 of their intention to appear on the hearing of the petition, a dlesses 
 and of their respective solicitors, which shall be in Form w ho ap _ 
 4. A fair copy of the list shall, on the day appointed for pear on the 
 hearing the petition, be handed by the petitioner into Court petition, j 
 prior to the hearing of the petition. 
 
 Form. — See p. 495. 
 
 If no one intends to appear, a written notice to that effect should be 
 handed to the Eeg. : Re Australasian Alkaline Co., &c, W. N. (91) 209 ; 
 and see Re Inman, &c, W. N. (91) 202, supra, r. 20, and Re Lucigen, &c, 
 Co., 36 Sol. Jo. 540. 
 
 " And of their respective Solicitors." — This is not provided for by the 
 form, but it is necessary, see Par. 37, Sol. Jo., p. 93. 
 
 Transfer. — Until this list is closed no application for transfer from Cty. 
 Ct. to High Court will be entertained, see Notice (1), p. 393. 
 
 35. Every petition shall, unless presented by the com- Service of 
 pany, be served at the registered office, if any, of the petition, 
 company, and if there is no registered office, then at 
 the principal or last known principal place of business of 
 the company, if any such place can be found, upon any
 
 332 
 
 Companies (W.U.) Bides (1890-1895). 
 
 s. (90) 36. member, officer, or servant of the company there, or in 
 (Mh. 93)1. case no suc } 1 member, officer, or servant can be found 
 there, then by being left at such registered office or prin- 
 cipal place of business, or by being served on such member 
 or members of the company as the Court may direct ; and 
 every petition for the winding up of a company, subject to 
 the supervision of the Court, shall also be served upon the 
 Liquidator (if any) appointed for the purpose of winding 
 up the affairs of the company. 
 
 Forms of affidavit of service, see p. 494. 
 " Every Petition." — It is the sealed copy which is served. 
 See G. 0. Nov. (62) (3), Appendix. 
 
 " Registered Office."— See Definition, Act, s. 32, sub-s. 3, and (n.), and 
 also cf. s. 31, sub-s. 3, and (n.). 
 
 Verifies- 36. Every petition for the winding up of any company by 
 tion of the Court, or subject to the supervision of the Court, shall 
 petition, be verified by an affidavit referring thereto. Such affidavit 
 shall be made by the petitioner, or by one of the petitioners, 
 if more than one, or, in case the petition is presented by a 
 company, by some director, secretary, or other principal 
 officer thereof, and shall be sworn after and filed within 
 four days after the petition is presented, and such affidavit 
 shall be sufficient prima facie evidence of the statements in 
 the petition. 
 
 Form. — See p. 493. 
 
 "Verified by affidavit." — As to the time for filing affidavits in opposition 
 and in reply, see H. [Mh. 93] 1, infra. 
 
 " Principal officer." — The manager for the receiver in a debenture- 
 holder's action, who was liquidator of the petitioning company, is a 
 " principal officer : " Review Pub. Co., W. X. (93) 5. 
 
 " Within four days." — See R. (90) 176, as to enlarging time. 
 
 If the petition charges fraud against directors, the statutory affidavit 
 in verification is not sufficient : ''South Staffordshire Tramways, 8 R. 
 
 2b8. 
 
 Time for 
 filing affi- 
 davits in 
 opposition. 
 
 Notice of 
 filing. 
 
 Time for 
 
 filing affi- 
 davits in 
 reply. 
 
 1. (a). — [Mh. 93.] Affidavits in opposition to a petition 
 that a company may be wound up under the order or sub- 
 ject to the supervision of the Court shall be filed within 
 seven days of the date on which the affidavit verifying the 
 petition is filed, and notice of the filing of every affidavit in 
 opposition to such a petition shall be given to the petitioner 
 or his solicitor. 
 
 (/>) [Mh. 93.] An affidavit in reply to an affidavit filed in 
 opposition to a petition shall be filed within three days of 
 the date on which notice of such affidavit is received by the 
 petitioner or his solicitor. 
 
 " Evidence beyond reply."— See Martin & Co., 95 L. T. Jo. 503.
 
 Companies (W.U.) Bides (1890-1895). 
 
 333 
 
 It. (90) 37- 
 
 40. 
 
 (Mh. 93) 2. 
 
 With- 
 drawal or 
 dismissal 
 ofpetition. 
 
 Substitu- 
 tion of 
 petitioner. 
 
 2. [Mh. 93.] When a petitioner consents to withdraw 
 his petition or to allow it to be dismissed or the hearing 
 adjourned, the Court may, upon such terms as it may think 
 just, substitute as petitioner any creditor or contributory 
 who, in the opinion of the Court, would have a right to 
 present a petition, and who is desirous of prosecuting the 
 petition. 
 
 This rule was acted on in Invida Works, W. N. (1894), p. 39, where 
 a creditor who had not given notice of intention to appear, but who, in 
 fact, was represented by the same solicitor as the petitioner, was sub- 
 stituted. A winding-up order can be made at once without any ad- 
 journment, ib. 
 
 37. Every contributory or creditor of the company shall Copy of 
 be entitled to be furnished, by a solicitor of the petitioner, petition to 
 with a copy of the petition, within 24 hours after requiring !^ U j" t 
 the same, on paying the rate of 4d. per folio of 72 words creditor or 
 for such copy. contribu- 
 tory. 
 
 ORDER TO WIND UP A COMPANY. 
 
 38. An order to wind up a company shall contain at the Form and 
 foot thereof a notice stating that it will be the duty of the contents - 
 person who is at the time secretary or chief officer of 
 
 the company, and of such of the persons who are liable to 
 make out or concur in making out the company's statement 
 of affairs as the Official Eeceiver may require, to attend on 
 the Official Eeceiver forthwith on the service thereof at the 
 place mentioned therein. 
 
 Forms. — See pp. 496, 497. 
 
 " Order to wind up." — For the purposes of the Act a company is not to 
 be deemed to be wound up, if the order is a supervision order, s. 31 (2). 
 
 " Shall contain a notice." — See the Form 26, p. 496. 
 
 " Who are liable." — -See Act, s. 7, sub-s. 2, p. 
 
 Drawing up Order.— To be drawn up by Keg., 0. (Ap. 92) 10, p. 313. 
 
 Filing.— It. (Ap. 92) 11, p. 373. 
 
 Discharge of order. — The application may be by way of appeal lo C. A. : 
 He BetzoU, 37 Sol. Jo. 65. 
 
 39. Three copies of every order to wind up a company, Transmis- 
 and order for the appointment of the Official Eeceiver as sioQ of 
 Provisional Liquidator of the company, sealed with the co ^. *° 
 seal of the Court, shall forthwith be sent by post or other- ce i ve ' r . 
 wise by the Eegistrar to the Official Eeceiver. 
 
 " And order for the appointment of the 0. R." — The form of the winding- 
 up order, No. 26, contains this appointment. 
 
 40. The Official Eeceiver shall cause a copy of the order Service of 
 to wind up the company sealed with the seal of the Court order. 
 
 to be served upon the secretary or other chief officer of the
 
 334 
 
 Companies (W.U.) Bules (1890-1895). 
 
 E. (90) 41. company at the registered office of the company, or upon 
 (Ap. 92) suc h other person or persons, or in such other manner as 
 22 ~ 24 - the Court may direct. 
 
 "Served."— As to service, R. (90) 21. 
 
 Notice of 41. — (i.) When an order to wind up a company is made 
 order to ^.i ie official Keceiver shall forthwith give notice thereof to 
 Trade ° ^ ie Board of Trade, who shall forthwith cause such notice 
 to be gazetted. 
 
 " Order."— Or amended order, R. (90) 153. 
 
 " The Official Keceiver shall give." — The Reg. gives the 0. R. notice of 
 order on same day as it is pronounced, see R. (Ap. 92) 22, infra. 
 
 Notice to 
 
 local 
 
 paper. 
 
 Notice 
 that wind- 
 ing-up 
 order has 
 been pro- 
 nounced 
 to be given 
 to official 
 
 Docu- 
 ments for 
 drawing 
 up order 
 to be left 
 with regis- 
 trar. 
 
 No ap- 
 point- 
 
 (2.) The Official Eeceiver shall forthwith send notice 
 thereof to such local paper as the Board of Trade may 
 from time to time direct, or, in default of such direction, as 
 he may select. 
 
 Form. — See p. 498. 
 
 22. — [Ap. 92.] When an order for the winding up of a 
 company or for the appointment of the Official Receiver as 
 provisional liquidator prior to the making of an order for 
 the winding up of the company, has been pronounced in 
 Court, the Registrar shall, on the same day, send to the 
 Official Receiver a notice informing him that the order has 
 been pronounced. 
 
 The notice may be in Forms 5 and 6 respectively, with 
 such variations as circumstances may require. 
 
 " Forms 5 and 6." — See Form, p. 499. 
 
 The Reg. draws the order, R. (Ap. 92) 10, p. 313. 
 
 The O. R. is to give notice of order forthwith to B. of T., who gazette 
 it, R. (90) 41 (1), (2), supra. The O. R. is also to send notice to local 
 paper, ib. 
 
 23. — [Ap. 92.] It shall be the duty of the petitioner, and 
 of all other persons who have appeared on the hearing of 
 the petition, at latest on the day following the day on which 
 an order for the winding up of a company is pronounced 
 in Court, to leave at the Registrar's office all the documents 
 required for the purpose of enabling the Registrar to 
 complete the order forthwith. 
 
 "At the Registrars office."— See R. (Ap. 92) 10, p. 313. 
 
 "All the documents." — The petition (stamped with a proper riling 
 stamp), counsel's brief, affidavits used on the hearing. As to default 
 by petitioner, before this rule, cf. S. Met. Brewery Co., W. N. (91) 51. 
 
 24. — [Ap. 92.] It shall not be necessary for the Registrar 
 to make an appointment to settle the order, or to give
 
 Companies (W.U.) Rules (1890-1895). 
 
 335 
 
 notice to any of the parties thereto, unless in any particular e. (90) 
 
 case the special circumstances make an appointment or 42, 43. 
 
 notice necessary. 
 
 -r, i.i, ments for 
 
 Every order is to be drawn up by Reg., R. (Ap. 92) 10, p. 313. settling 
 
 order. 
 SPECIAL MANAGER. 
 
 42.— (1.) An application by the Official Receiver for the Appoint- 
 appointment of a special manager shall be supported by a menfc of 
 report of the Official Receiver, which shall be placed on s P ecial 
 the file of proceedings, and in which shall be stated the maDa S er - 
 amount of remuneration which, in the opinion of the 
 Official Receiver, ought to be allowed to the special 
 manager. No affidavit by the Official Receiver in support 
 of such an application shall be required. 
 
 Act. — See s. 5, ante, p. 271. 
 
 If a Sp. Man. is appointed, the time for holding a general meeting is 
 one month from the winding-up order, 1 Sched. (1). 
 
 As to his appointment, R. (90) 42, supra. He must account to 0. R., 
 R. (90) 172. He must give security, R. (90) 67. 
 
 An application to O. R., as Prov. Liq., asking him to apply for a Sp. 
 Man., must be supported by an affidavit which can be obtained at offices. 
 In bankruptcy the discretion of the O. R. as to appointing a Sp. Man. is 
 absolute : He Whitaker, 50 L. T. 510. The application of the 0. R. for a 
 Sp. Man. is to be supported by his report, R. (90) 42 (1), which (as also 
 the order, ib. (2), infra) is to state the amount of remuneration : and 
 this remuneration is payable out of the assets after cost of petition 
 R. (90) 81. 
 
 (3.) The remuneration of the special manager shall, 
 unless the Judge otherwise in any special case directs, be 
 stated in the order appointing him. 
 
 This is payable out of assets after costs of petition, R. (90) 31. 
 
 (3.) A copy of the order appointing a special manager 
 shall be transmitted to the Board of Trade by the Official 
 Receiver. 
 
 All orders are drawn up by the Reg., R. (Ap. 92) 10, p. 313. 
 
 FIRST MEETINGS OF CREDITORS AND C0N- 
 TRIBUT0RIES. 
 
 Note. — (See 1 Sched., p. 298.) The provisions of the first schedule to 
 the Act are, subject to niodihcatious of General Rules, to apply to any 
 meeting summoned in pursuance of s. 6 of the Act, Act s. 6, sub-s. 2. 
 
 43. The Official Receiver shall give to each of the 
 directors and other officers of the company who in his 
 opinion ought to attend the first meetings of creditors and officers of 
 contributories seven days' notice of the time and place company. 
 
 Remune- 
 ration of 
 special 
 manager. 
 
 Order ap- 
 pointing 
 special 
 manager 
 to be sent 
 to Board 
 of Trade.
 
 336 
 
 Companies (W.U.) Bides (1890-1895). 
 
 E. (90) 
 
 44-47. 
 (Ap. 95) 1. 
 
 Notice of 
 first meet- 
 ing to 
 Board of 
 Trade. 
 
 Times for 
 holding 
 first meet- 
 
 Notice to 
 con tribu- 
 taries. 
 
 appointed for each meeting. The notice may be either 
 delivered personally or sent by prepaid post letter, as may 
 be convenient. It shall be the duty of every director or 
 officer who receives notice of such meeting to attend if so 
 required by the Official Keceiver. 
 
 Act.— See s. G, 1 Sched., p. 298. 
 
 Rules.— See p. 319, 337. 
 
 Forms. — See p. 511. 
 
 "The time." — 21 days after winding-up order; if Sp. Man. appointed, 
 one month after date of order, Sched. 1 CI). The 0. R. is to fix the day, 
 E. (90) 44, infra. Extension of time. R. (90) 1 .''■. 
 
 " And place." — Where in the opinion of O. R. it is most convenient, 
 &c, 1 Sched. 4. 
 
 "And contributories."— See R. (90) 46, infra. 
 
 44. The Official Receiver shall fix the days for the first 
 meetings of creditors and contributories, and shall forth- 
 with give notice thereof to the Board of Trade, who shall 
 gazette the same. 
 
 45. [Annulled C.W. R. (1) Ap. 95]. which is as follows : — 
 1. [Ap. 95.] [Time for holding first meetings.] — liule 45 
 
 of the Companies (Winding-up) Rules, 1890 (providing that 
 the first meetings of creditors and contributories shall not 
 be held until the Company's Statement of Affairs has been 
 submitted), is hereby annulled. 
 
 Time under new Rule. — The only direction as to time of meetings now 
 is that contained in Sched. 1 to Act (1), i.e. within 21 days of winding- 
 up order, or where a special manager has heeu appointed one month. See 
 ante, p. 299. 
 
 Extension of time. — See s. (1) of Sched., p. 299. Rule 45 also provided 
 that " if an extension of time for summoning the meetings, or either of 
 them, is required, an application for extension of time may be made by 
 the Official Receiver, ex parte, on a report without any affidavit." 
 Although this is annulled, no doubt this will still be the practice 
 followed where an extension is desired. 
 
 46. Notice of the first meeting of contributories shall 
 be sent to every person who appears from the company's 
 books or otherwise to be a contributory of the company. 
 
 Contributory. — Form 36. 1 Sched. (3), p. 299. 
 
 Meetings 
 for ascer- 
 taining 
 wishes of 
 creditors 
 and con- 
 tribu- 
 tories. 
 
 GENERAL MEETINGS OF CREDITORS AND CON- 
 TRIBUTORIES. 
 
 47. Subject to the provisions of the Companies (Wind- 
 ing-up) Act, 1890, and to the control of the Court, the 
 Liquidator may from time to time, when he thinks 
 expedient, summon, hold, and conduct meetings of the 
 creditors or contributories for the purpose of ascertaining 
 their wishes in all matters relating to the winding-up.
 
 Companies (W.U.) Bales (1890-1895). 337 
 
 Act. — See s. 13 and notes, ante, p. 284, and see 23, ante, p. 292. As to r (-99) 48_ 
 meetings where Act of 1890 does not apply, C. A. (62), ss. 91, 149, 51 
 G. 0. (62) 45. 
 
 "The Liq. may." — He must when directed to do so by resolution or 
 demand in writing of certain proportion of credors., &c, Act, s. 23 (2). 
 
 "Resolution of Creditors and Contributories." — See R. (92) 25, p. 338. 
 
 Forms. —See pp. 510, 538. 
 
 48. Meetings subsequent to the first meetings of creditors Meetings 
 and contributories sball be summoned by sending notices subse- 
 to them. The notice to each creditor shall be sent to the ^f^g" 
 address given in his proof, or if he has not proved, to the mee ti D <r. 
 address given in the statement of affairs of the company, 
 
 or to such other address as may be known to the person 
 summoning the meeting. The notice to each contributory 
 shall be sent to the address mentioned in the company's 
 books as the address of such contributory, or to such other 
 address as may be known to the person summoning the 
 meeting. 
 
 Eules.— See pp. 319, 338. 
 
 Forms. — See pp. 538-540. 
 
 "Subsequent to First Meeting." — See as to first meeting, Act, s. 6; 
 1 Scbed., p. 299 ; and R. (90) 43 to 46. 
 
 49. The notices of general meetings to be issued to Notices of 
 creditors and contributories by the Official Receiver or S ene '* a ^ 
 Liquidator shall, where no special time is prescribed, be ° ' 
 sent off not less than seven days before the day appointed 
 
 for the meeting. 
 
 Default of Receipt of Notice. — See R. (90) 55, infra. 
 
 50. A certificate by the Official Receiver or other officer Proof of 
 of the Court, or by the clerk of any such person, or an notice. 
 affidavit by the Liquidator, or his solicitor or the clerk of 
 either of such persons, that the notice of any meeting has 
 
 been duly posted, shall be sufficient evidence of such notice 
 having been duly sent to the person to whom the same was 
 addressed. 
 
 Forms. — See p. 539. 
 
 meeting. 
 
 51. The costs of summoning a meeting of creditors at Costs of 
 the instance of any person other than the Official Receiver callin g 
 or Liquidator shall be paid by the person at whose instance 
 it is summoned, who shall before the meeting is summoned 
 deposit with the Official Receiver or Liquidator (as the 
 case may be) such sum as may be required by the Official 
 Receiver or Liquidator as security for the payment of such 
 costs. The said costs shall be repaid out of the assets of 
 
 e.w. z
 
 338 Companies (W.U.) Rules (1890-1895). 
 
 r. (90) 52- the company, if the creditors or contributories, as the case 
 55 - may be, shall by resolution so direct. 
 
 25. ' " Out of Assets of Company/'— See R. (90) 31. 
 
 Chairman 52. Where a meeting is summoned by the Official 
 of general Receiver he or someone nominated by him shall be chair- 
 meetings. man of the mee ting. At every other meeting of creditors 
 and contributories (other than meetings to which the 
 schedule of the Companies (Winding-up) Act, 1890, 
 applies) the chairman shall be such person as the meeting 
 by resolution shall appoint. 
 
 " Someone nominated." — Form 134, p. 542. 
 " Shall be Chairman.'' — Comp. 1 Sched. (5). 
 
 [53. This rule is annulled by R. (Ap. 92) 34, p. 385.] 
 Copy of 54. The Official Receiver, or, as the case may be, the 
 resolution Liquidator, shall send in the High Court to the Chief Clerk 
 for chief of t v ]e j m \„ e to whom the winding up of the company is 
 registrar assigned, and in any other Court to the Registrar, a copy, 
 & ' ' certified by him, of every resolution of a meeting of creditors 
 or contributories. 
 
 Chief Clerk. — I.e. now the Registrar. 
 " Every Resolution." — See next rule. 
 
 Ordinary 25. [Ap. 92.]— At a meeting of creditors or contribu- 
 resolution t or j es held in the winding up of a company under the 
 toraand Companies (Winding-up) Act, 1890, a resolution shall be 
 contribu- deemed to be passed when at a meeting of creditors a 
 tories. majority in number and value of the creditors present, 
 personally or by proxy, and voting on the resolution, have 
 voted in favour of the resolution, and at a meeting of the 
 contributories when a majority in number and value of 
 the contributories present, personally or by proxy, and 
 voting on the resolution, have voted in favour of the reso- 
 lution, the value of the contributories being determined 
 according to the number of votes conferred on each con- 
 tributory by the regulations of the company. 
 
 " A Resolution." — The Liq. is to keep a " Record Book " in which he is 
 to record resolutions, &c, R. (90) 143, and see 1 Sched. (23). The 
 resolutions are not invalidated by want of notice of meeting, see next 
 rule. 
 
 Special Resolution. — See C. A. (62), s. 51. 
 
 Where no regulations as to voting. — See C. A. s. 52. 
 
 "By Proxy." — R. (90) 123, et seq., and see 1 Sched. to Act, ante, 
 p. 302. 
 
 Non-re- 55. Where a meeting of creditors or contributories is 
 ception of gummonec "[ by notice, the proceedings and resolutions at
 
 Companies (W.U.) Bides (1890-1895). 339 
 
 the meeting shall, unless the Court otherwise orders, he R. (90)56- 
 
 valid, notwithstanding that some creditors or contributories 58, 
 
 may not have received the notice sent to them. notice by 
 
 " Summoned by Notice." — See R. (90) 48, 49, siqn-a, and Act, 1 a creditor. 
 Sched. (2). 
 
 56. Where a meeting of creditors is adjourned, the Adjourn- 
 adjourned meeting shall be held at the same place as the ment - 
 original place of meeting, unless in the resolution for 
 adjournment another place is specified, or unless the Court 
 otherwise orders. 
 
 "Adjourned Meeting." — Chairman may with consent adjourn; comp. 
 1 Sched. (20), and see note thereunder. Cf. Form, p. 128. 
 
 57. In calculating a quorum at a creditors' meeting, Quorum, 
 those persons only who are entitled to vote shall be 
 reckoned. 
 
 "Quorum."— Comp. Act, 1 Sched. (21), (22), p. 303. Cf. Form, p. 40. 
 
 STATEMENT OF AFFAIRS. 
 
 58. — (1.) Every person who under section 7 of the Com- Prepara- 
 panies (Winding-up) Act, 1890, has been required by the tion of 
 Official Keceiver to submit and verify a statement as to Q^flMrs 
 the affairs of the company, shall be furnished by the 
 Official Eeceiver with forms and instructions for the pre- 
 paration of the statement. The statement shall be made 
 out in duplicate, one copy of which shall be verified by 
 affidavit. The Official Keceiver shall place upon the file of 
 proceedings in the winding-up the verified statement of 
 affairs. 
 
 Act. — See s. 7, ante, p. 273. 
 
 Forms.— See pp. 499-509. 
 
 " Every Person who, 1 ' &c. — That is, one or more of the persons who are 
 or have been, at the time of the winding-up order (cf. R. (90) 38, p. 333) or 
 within a year before, the dirors., secretary, or other chief officer of the 
 company, or have taken a part in the promotion thereof, Act, s. 7 (2). 
 As to their expenses, see R. (90) 62, infra, and (u.). 
 
 " Verify a Statement." — See Act, s. 7 (2). 
 
 (2.) The Official Eeceiver may from time to time hold 
 personal interviews with such person or persons, for the 
 purpose of investigating the Company's affairs ; and it shall 
 be the duty of every such person to attend on the Official 
 Eeceiver at such time and place as the Official Eeceiver 
 may appoint, and give the Official Eeceiver all information 
 that he may require. 
 
 " Such persons," — See (n.) "Every person," (1), supra.
 
 340 Companies (W.U.) Bides (1800-1895). 
 
 E. (90) 59- 
 
 63. 
 
 (Ap. 95) 2. 
 
 Extension 
 of time for 
 submit- 
 ting state- 
 ment of 
 affairs. 
 Informa- 
 tion sub- 
 sequent to 
 statement 
 of affairs. 
 
 Default. 
 
 Expenses 
 of state- 
 ment of 
 
 affairs. 
 
 59. Where any person requires any extension of time for 
 submitting the statement of affairs, he shall apply to the 
 Official Eeceiver, who may, if he thinks fit, give a written 
 certificate extending the time, which certificate shall be 
 filed with the proceedings in the winding-up, and shall 
 render an application to the Court unnecessary. 
 
 " Extension of Time."— Act, s. 7 (3), R. (90) 176. 
 
 60. After the statement of affairs of a company has 
 been submitted to the Official Eeceiver it shall be the duty 
 of each person who has made it, if and when required, to 
 attend on the Official Eeceiver and answer all such ques- 
 tions as-may be put to him, and give all such further infor- 
 mation as may be required of him by the Official Eeceiver 
 in relation to the Statement of affairs. 
 
 61. Any default in complying with the requirements of 
 section 7 of the Companies (Winding-up) Act, 1890, may 
 be reported by the Official Receiver to the Court. 
 
 "Default.'" — See Act, s. 7 (5), and note thereunder. 
 
 62. A person who is required to make or concur in 
 making any statement of affairs of a company shall before 
 incurring any costs or expenses in and about the prepara- 
 tion and making of the statement apply to the Official 
 Eeceiver for his sanction, and submit a statement of the 
 estimated costs and expenses which it is intended to incur; 
 and no person shall be allowed out of the assets of the 
 Company any costs or expenses which have not before 
 being incurred been sanctioned by the Official Eeceiver. 
 
 "A Person who is required," &c. — See (n.) " Every pers n," R. (90) 58, 
 supra, ami of. R. (90) 38. 
 
 "Costs and Expenses." — See Act, s. 7, sub-s. 4. 
 " Out of Assets." — See R. (90) 31. 
 
 Appoint- 
 ment of 
 liquidator 
 on report 
 of meet- 
 ings of 
 creditors 
 andcontri- 
 butories. 
 
 Proceed- 
 ings on 
 
 APPOINTMENT OF LiaUIDATOR. 
 
 63.— (1.) As soon as possible after the first meetings of 
 creditors and contributories have been held the Official 
 Eeceiver, or the chairman of the meeting, as the case may 
 be, shall report the result of each meeting to the Court. 
 
 Act.— See s. 6 (b), p. 273. 
 Form. — Ste p. 511. 
 
 "Shall report." — In i?e Johannisberg [1892], 1 Ch. 583, be not only- 
 reported the result, but also expressed bis opinion. In his preliminary 
 
 report under s. 8 be is required to do this. 
 
 63. — (2.) Annulled by E. (Ap. 95) 2, which is as follows : — 
 63. — (2a.) [Meetings of creditors and contributor ies^\ —
 
 Companies (W.U.) Rules (1890-1895). 341 
 
 Sub-section 2 of Rule 63 of the Companies Winding-up E. (90) 63. 
 Rules, 1890, is hereby annulled, and instead thereof the — — 
 following Rule, which may be cited as Rule 63 (2a), shall %f°£ ot 
 have effect : — 
 
 Upon the result of the meetings of creditors and 
 contributories being reported to the Court, the Court may, 
 if the meeting of creditors and the meeting of contributories 
 have each passed the same resolutions, or if the resolutions 
 passed at the two meetings are identical in effect, upon 
 the application of the Official Receiver, forthwith make the 
 appointments necessary for giving effect to such resolutions. 
 In any other case the Court shall, on the application by 
 the Official Receiver, fix a day for considering the reso- 
 lutions and determinations of the meetings, deciding 
 differences (if any), and making such appointments and 
 orders as shall be necessary. 
 
 63.— (3a.) [Commencement.] — These Rules shall come into 
 operation on the 23rd day ot April, 1895, and shall apply- 
 to every winding-up of a company under an Order of 
 the Court made on or after the same day. 
 
 63, — (4 a .) [Citation.'] — These Rules may be cited as the 
 Companies Winding-up Rules, 1895. 
 
 Substituted by C. W. R. (Ap. 95) to meet the decision in Be Johannisbery , 
 supra. 
 
 " For considering resolutions." — The 0. R. will take out a summons to 
 consider the resolutions and determinations. 
 
 63. — (3.) When a time and place have been fixed for the Time for 
 consideration of the determinations of the meetings such cpnsidera- 
 time and place shall be advertised by the Official Receiver ^ ™ be 
 in such manner as the Court shall direct, but so that the tised- 
 first or only advertisement shall be published not less than 
 seven days before the day so fixed. 
 
 63.— (4.) Upon the consideration of the determinations Who may 
 of the meetings the Court shall hear the Official Receiver be heard 
 and any creditor or contributory. stratum 
 
 63. — (5.) If a Liquidator is appointed a copy of the order " 
 
 appointing him shall bu transmitted to the Board of Trade ^ ap- g 
 by the Official Receiver, and the Board of Trade shall as pointing 
 soon as the Liquidator has given security, cause notice of liquidator, 
 the appointment to be gazetted. The expense of gazetting 
 notice of the appointment shall be paid by the Liquidator, 
 but may be charged by him on the assets of the company. 
 
 " If a Liquidator is," &c — Form of order, No. 20, p. 407. All orders are 
 drawn up by Reg., R. (Ap. 92) 10, p. 313. 
 
 " Shall he transmitted."— He must before he can act notify his appoint- 
 ment to Reg. of Joint Stock Companies ; Act, s. 4, sub-s. 3, p. 268.
 
 342 Companies (W.U.) Rules (1890-1895). 
 
 R. (90)64- "Security." — Act, s. 4, sub-s. 3, p. 268. R. (90) ''.7. 
 
 67. "Notice ... to be Gazetted."— Form, No. 30, p. -198. It is also 
 
 advertised, see next rule. 
 
 " On the Assets of the Company." — See R. (90) 31, supra. 
 
 Advertise- 64. Every appointment of a Liquidator or committee 
 ment of f inspection shall be advertised by the Liquidator in such 
 appoint- manner as the Court directs immediately after the appoint- 
 ment has been made and the Liquidator has given the 
 required security. 
 
 "Appointment of Liquidator." — Form, p. 197. 
 
 " Shall be Advertised." — Form, p. 499. It is also gazetted, see R. G3 (5), 
 supra. 
 
 " Has given . . . Security." — Rules as to security, R. (90) G7, infra. 
 Certificate that security has been given, Form, p. 59. 
 
 Death,&c. 65. In case of the death, removal, or resignation of a 
 of liqui- Liquidator another may be appointed in his place in the 
 dator. same manner as directed in the case of a first appointment, 
 and the Official Eeceiver shall on the request of not less 
 than one tenth the value of the creditors or contributories 
 summon meetings for the purpose of determining "whether 
 or not the vacancy shall be filled. 
 
 "May be appointed." — During any vacancy the O. R. is to be Liq., 
 Act, s. 4, sub-s. 4. 
 
 Style of 66. When the Official Eeceiver is Liquidator of a 
 
 official Company he shall be styled " Official Eeceiver and 
 
 receiver _ Liquidator." 
 
 ■when he is 
 
 liquidator. " Is Liquidator.'* — In case a Liq. is not appointed by the Ch the O. R. 
 shall be Liq., Act, s. 6, sub-s. 3. If a Liq. other than 0. R. is appointed 
 he is styled " Liquidator," not " Official Liquidator," Act, s. 4, sub-s. 3. 
 
 SECURITY BY LIQUIDATOR OR SPECIAL MANAGER. 
 
 Standing 67. In the case of a Special Manager or a Liquidator 
 security to other than the Official Eeceiver the following Eules as to 
 Trad d ° f secm 'ity sna ^ De observed, namely : — 
 
 " Special Manager." — See Act, s. 5 (1), R. (90) 42. As to his account- 
 ing to 0. R., R. (90) 172. 
 
 " Liquidator." — The Liq. cannot act as Liq. until he has (1) notified 
 his appointment to B. of T., and Reg. of J. S. Companies; (2) given 
 security to satisfaction of B. of T., Act, s. 4, sub-s. 3, p. 268. As to pro- 
 visional liquidators, see (n.) (3), infra. 
 
 An additional liquidator appointed on making a supervision order must 
 give security, although the voluntary liquidator has not done so : Hamp- 
 shire Land Co. [1894], 2 Ch. 632, cited infra, Part 111., Ch. II., p. 426.
 
 Companies (W.U.) Bides (1890-1895). 343 
 
 (1.) The security shall be given to such officers or persons r. (90) 67, 
 and in such manner as the Board of Trade may from 68. 
 
 time to time direct. m ~ 
 
 lo whom 
 " Shall ... be given." — Form of certificate that it has been given, to be 
 23. 518. As to default, see R. (90) 68 (1). As to keeping up, ib. (2). given. 
 
 "Board of Trade." — As to the control of B. of T. over Liqs., Act, 
 8. 25. 
 
 (2.) It shall not be necessary that security shall be given May be 
 in each separate winding-up ; but security may be special or 
 given either specially in a particular winding-up or S eQeral - 
 generally to be available for any winding-up in which 
 the person giving security may be appointed either as 
 Liquidator or Special Manager. 
 (3.) The Board of Trade shall fix the amount and nature Board of 
 of such security, and may from time to time, as they Trade 
 think fit, either increase or diminish the amount of to nx 
 special or general security which any person has ^y 1101111 *' 
 given. increase or 
 
 Provisional Liquidator. — The Board of Trade has power under this rule diminish 
 to fix the security to be given by a provisional liquidator, whether it. 
 appointed before or after the winding-up order : Mercantile Bank of 
 Australia [1892], 2 Ch. 204. 
 
 See also the Washington Diamond Mining Co., referred to, Act, s. 4, 
 sub-s. 1. 
 
 (4.) The certificate of the Board of Trade that a Liqui- Certificate 
 dator or Special Manager has given security to their of Board 
 satisfaction shall be placed on the file of proceedings. of T ra(ie - 
 
 " File."— See " File of Proceedings," E. (Ap. 92) 11, R. (Ap. 92) 31- 
 33, p. 374. 
 
 (5.) The cost of furnishing the required security by a Cost of 
 Liquidator or Special Manager shall be borne by him furnishing 
 personally, and shall not be charged against the security, 
 assets of the Company as an expense incurred in the ^™ Qe ° e 
 winding-up. 
 
 Costs payable out of Assets. — See B. (90) 31. 
 
 68. — (1.) If a Liquidator or Special Manager fails to Failure 
 give the required security within the time stated for that to give 
 purpose in the order appointing him or any extension security. 
 thereof, the Official Pieceiver shall report such failure to 
 the Court, who shall thereupon rescind the order ap- 
 pointing the Liquidator or Special Manager. 
 
 (2.) If a Liquidator or Special Manager fails to keep up Failure to 
 his security, the Official Receiver shall report such failure keep up 
 to the Court, who may thereupon remove the Liquidator security. 
 or Special Manager and make such order as to costs as 
 the Court shall think fit.
 
 344 
 
 Companies (W.U.) Rules (1890-1895). 
 
 R. (90) 69- 
 72. 
 
 (Ap. 92) 
 26. 
 
 Keport of 
 official 
 receiver to 
 be filed. 
 
 Appoint- 
 ment of 
 time for 
 considera- 
 tion of 
 report. 
 Consider- 
 ation of 
 report. 
 
 REPORT UNDER ACT, S. 8. 
 
 69.— (1.) A report made by the Oflicial Receiver pur- 
 suant to section 8 of the Companies (Winding-up) Act, 
 1890, shall state in a narrative form the facts, and matti rs 
 which the Official Eeceiver desires to bring to the notioe of 
 the Court, and his opinion as required by section 8 of the 
 Companies (Winding-up) Act, 1890. 
 
 "A Report . . . pursuant to S. 8." — That is, a " Preliminary Report," 
 
 and a " Further Report," see Act, s. 8, sub-ss. 1, 2, 3. 
 See notes to the section, sitj>r". 
 
 70. The Official Receiver may apply to the Court to fix a 
 day for the consideration of the report, and on such ap- 
 plication the Court shall appoint a day on which the 
 report shall be considered. 
 
 71. The consideration of the report shall be before the 
 Judge of the Court personally in Chambers, and the 
 Official Receiver shall personally, or by counsel or solicitor, 
 attend the consideration of the report, and give the Court 
 any further information or explanation with reference to 
 the matters stated in the report which the Court may 
 require. 
 
 "The consideration." — See Act, s. 8, sub-s. '■. 
 
 "Before the Judge."— See definition "Judge," R. (00) 2. As to the 
 examination, see 1!. (Ap. 92) 26, infra. 
 
 "Further information." — If information is required to form the basis- 
 of an order for examination under *. S, sub-s. 3, it must be in writing : He 
 Great Eriiger, &c, Co. [1892], 3 Ch. 307. See (n.) "Further Report," 
 p. 276. 
 
 [Rule 72 of the Rules of 1890 is annulled by R. (Ap. 92) 
 34, £>• 385, and the following R. (Ap. 92) 26, substituted. \ 
 
 Public 
 examina- 
 tions. 
 
 PUBLIC EXAMINATION. 
 
 26. — [Ap. 92.] Where the Judge makes an order under 
 Section 8 of the Companies (Winding-up) Act, 1890, 
 directing any person or persons to attend for public 
 examination : — 
 
 " An Order."— Act, s. 8, sub-s. 3, R. (90) 73. Form 41, p. 512. 
 
 (a.) The examination shall be held before the Judge. 
 Provided that in the High Court the Judge may 
 direct that the whole or any part of the examination 
 of any such person or persons be held before the 
 Eegistrar or before any of the persons mentioned in 
 sub-section 9 of the said section. 
 
 " Sub-section 9."— See p. 279.
 
 Companies (W.U.) Bides (1890-1895). 345 
 
 (b.) The Judge may, if he think fit, either in the order E. (90)73 - 
 
 for examination, or by any subsequent orders, give " 76 - 
 
 directions as to the special matters on which any 
 such person is to be examined. 
 
 " Order."— Form 41, p. 512. R. (90) 73 (n,), infra. 
 
 (c.) Where on an examination held before the Registrar 
 or one of the persons mentioned in sub-section 9 of 
 the said section he is of opinion that such examination 
 is being unduly or unnecessarily protracted, or for 
 any other sufficient cause, he may adjourn the ex- 
 amination of any person or any part of the examina- 
 tion to be held before the Judge. 
 
 Refusal to answer.— II. (90) 17. 
 Default in attending.— R. (90) 7G. 
 
 (d.) If the winding-up is in the Stannaries Court the 
 examination shall be held before the Vice-Warden. 
 
 73. Upon an order directing a person to attend for public Applica- 
 examination being made, the Official Keceiver shall apply tion for 
 for the appointment of a day on which the public ex- ? a fJ ^ 
 animation is to be held. examina- 
 
 "TJpon an order being made." — See Act, s. 8, sub-s. 3. Order for tion. 
 examination, Form, p. 512. To be drawn up by Reg., R. (Ap. 92) 
 10, p. 313. 
 
 " The appointment of a day." — Form of notice appointing, p. 513. 
 
 74. A day and place shall be appointed for holding the Appoint- 
 public examination, and notice of the day and place so ment of 
 appointed shall be given by the Official Eeceiver to the t ™^ ^™ 
 person who is to be examined by sending such notice in a p^iic 
 registered letter addressed to his usual or last known examina- 
 address. tion. 
 
 " Notice ... to the Person." — Notice appointing day and place, p. 513. 
 Notice to attend, p. 513. 
 
 75. The Official Receiver shall give notice of the order O. R. to 
 appointing the time and place for holding a public ex- g l . venotl ° e 
 amination to the creditors and contributories by advertis- t or ° a U e L l 1_ 
 ing the order in such newspapers as the Board of Trade contribu- 
 from time to time direct, or in default of any such direc- tories. 
 tion as the Official Eeceiver thinks fit, and shall also Advertise- 
 forward notice of the order to the Board of Trade to be ment - 
 gazetted. Gazetting 
 
 o n -.,„ notice. 
 
 Notice for Gazette. — bee h orm, p. 513. 
 
 76. If any person who has been directed by the Court to Default in 
 attend for public examination fails to attend at the time attendlQ g-
 
 346 Companies (W.U.) Hides (1890-1895). 
 
 ft- (90) 77. and place appointed by the order for holding or proceed- 
 (Ap.92) - n g w ^k foe same, and no good cause is shown by him for 
 ' such failure, or if before the day appointed for the ex- 
 amination the Official Receiver satisfies the Court that 
 such person has absconded or that there is reason for 
 believing that he is about to abscond with the view of 
 avoiding examination, it shall be lawful for the Court, 
 upon its being proved to the satisfaction of the Court 
 that the order for attendance at the public examination 
 was duly served, without any further notice to issue a 
 warrant for the arrest of the person required to attend, or 
 to make such other order as the Court shall think just. 
 
 "A warrant." — Form, p. 514. This warrant is to be issued in Central 
 Office, R. (Ap. 92) 13, p. 314. Applications for committal to prison for 
 contempt are to be heard before Judge in open Ct., R. (Ap. 92) 3 (1) (d), 
 p. 310. As to privilege of a member of parliament under 13. A., s. 27, see 
 Exp. Lindsay [1892J, 1 Q. B. 327. 
 
 Duty to answer. — Act, s. 8, sub-s. 7. 
 
 Refusal to answer. — See E. (90) 17 (1). 
 
 Notes of 77. The notes of every public examination held pursuant 
 examina- to the Companies (Winding-up) Act, 1890, shall, after 
 filed t0 being signed as required by the said Act, be filed with the 
 proceedings. 
 
 " The notes." — As to appointment of shorthand writer, see R. (90) 16, 
 Form, p. 513, and as to the heading to the notes where a shorthand writer 
 is or is not appoiuted, see Forms, p. 514. 
 
 They are to be open to the inspection of credors. or contribs., s. 8, 
 sub-s. 7. 
 
 "Signed." — Act, s. 8, sub-s. 7. Cf. Re Bigg, 7 Times Hep. 514. 
 
 "Be filed." — File in Higli Ct., R. (Ap. 92) 11, p. 373. In other courts 
 E. (Ap. 92) 31, p. 374. 
 
 Deposi- 27. — [Ap. 92.] Where in the course of the winding up 
 
 tions f a company an order has been made for the public 
 
 rf hY St examination of persons named in the order pursuant to 
 examina- sec ^ on 8 of the Companies (Winding-up) Act, 1890, and 
 tions. it appears from the examination that the persons examined, 
 
 or some of them, have misapplied, or retained, or become 
 liable, or accountable for moneys or property of the com- 
 pany, or been guilty of misfeasance or breach of trust in 
 relation to the company, then in any proceedings sub- 
 sequently instituted under section 10 of the said Act, on 
 the application of the Official Receiver or Liquidator for 
 the purpose of examining into the conduct of the said 
 persons, or any of them, and compelling repayment or 
 restoration to the company of an}- moneys or property, or 
 contribution by way of compensation to the assets of the 
 company by such persons, or any of them, the verified
 
 Companies (W.U.) Rules (1890-1895). 347 
 
 notes of the examination of such person who was examined R - ( 90 ) ro- 
 under the order shall, subject as hereinafter mentioned, 
 and to any order or directions of the Court as to the 
 manner and extent in and to which the notes shall be used, 
 and subject to all just exceptions to the admissibility in 
 evidence against any particular person or persons of any 
 of the statements contained in the notes of the examina- 
 tions, be admissible in evidence any of the persons against 
 whom the application is made who, under section 8 of the 
 said Act and the order for the public examination, ivas or 
 had the opportunity of being present at and taking part in 
 the examination. Provided that before any such notes of a 
 public examination shall be used on any such application, 
 the person intending to use the same shall, not less than 
 fifteen days before the day appointed for hearing the applica- 
 tion, give notice of such intention to each person against whom 
 it is intended to use such notes, or any of them, specifying 
 the notes or parts of the notes which it is intended to read against 
 him, and furnish him with copies of such notes, or parts 
 of notes (except notes of the person's own depositions), 
 and provided also that every person against whom the 
 application is made shall be at liberty to cross-examine or 
 re-examine (as the case may be) any person the notes of 
 whose examination are read, in all respects as if such person 
 had made an affidavit on the application. 
 
 This rule is not ultra vires : Be London and General BanJc,' 29 
 L. J. N. C. 469. 
 
 " Cross-examine." — See cross-examination on affidavit, H. S. C, 0. 37, 
 r. 20 ; 0. 38, rr. 1, 28. And see E. (90) 178. 
 
 "Notes of public examination." — The depositions are to be treated like 
 an affidavit, and the deponent must attend for cross-examination if re- 
 quired : Be London and General Bank, 29 L. J. N. C. 409. 
 
 PROCEEDINGS AGAINST DELINQUENT DIRECTORS, 
 PROMOTERS, AND OFFICERS. 
 
 78. An application under section 10 of the Companies Appli- 
 (Winding-up) Act, 1890, shall in any Court other than the catl . on ,. 
 High Court be made by motion to the Court. In the High Unquent " 
 Court the application shall be made in accordance with directors, 
 the practice heretofore observed with reference to appli- officers, 
 cations under section 165 of the Companies Act, 1862. and P r °- 
 Where the application is made by the Official Receiver or moters - 
 Liquidator he may make a report to the Court stating any 
 facts and information on which he proceeds which are 
 verified by affidavit, or derived from sworn evidence in the
 
 348 Companies (W.U.) Rules (1890-1895). 
 
 R. (90)79, matter. Where the application is made by any other 
 8 °'_ person it shall be supported by affidavit. 
 
 See ante, Part I., Ch. XII. 
 
 "Other than the High Court." — I.e. Chancery Cts. of Lancaster and 
 Durham ; Cty. Cts. ; Stannaries Cts. ; Act, s. 1 (1), p. I (n.). 
 
 Application in High Court. — By summons, Form, No. 209, p. 57G. The 
 summons should state the grounds on which it is suggested that the 
 matters complained of constitute a wrongful act or misfeasance for which 
 the respondents are responsible : New Mashonaland, &c, Co. [1892], 
 3 Ch. 577. 
 
 Application in other Courts. — By motion, see next rule (79), and see 
 New Mashonaland Co.,supra. 
 
 "May make a Report." — The occasion for proceedings hereunder may 
 arise from matter disclosed in the public examination (s. 8). The 
 deposition taken in such examination may be used in proceedings under 
 this section, see It. (Ap. 92) 27, p. ;'.!•;. 
 
 Copies of report and affidavits must be furnished, see next rule (79). 
 
 Transfer. — See (n.) " Any proceedings," s. 3, p. 266. 
 
 Costs. — A report of the Official Receiver or a liquidator in support of a 
 misfeasance summons is not on taxation to be treated as equivalent to a 
 pleading or affidavit: Anglo- Austrian Printing Co. [1894J, 2 Ch. 622. 
 In this case, heard in court on oral evidence-- as between party and 
 party : — 
 
 (a) Costs allowed for Official Receiver's Report were those generally 
 given for drawing and copying a statement >>( facts. 
 
 (b) Instructions for brief were disallowed. 
 
 (c) Costs of third counsel allowed under the very special circumstances. 
 
 (d) Refreshers to counsel held to be in taxing officer's discretion. 
 
 (e) Costs of further consultations (beyond the first) under the circum- 
 stances were disallowed. 
 
 Proceedings in the name of the 0. R. — See anf< , p. 281. 
 
 Appeal. — An appeal lies from a decision determining the liability of a 
 director or other officer in respect of misfe i therwise ; the leave 
 
 of the judge is not required: Judicature Act, 1894, s. 1, sub-s. (1, b. iii.). 
 
 Notice of *fQ Where the application is made by motion, notice 
 tion by °^ * ne intended motion shall be served on every person 
 motion. against whom an order is sought, not less than eight days 
 before the day named in the notice for hearing the motion. 
 A copy of every report and affidavit intended to be used in 
 support of the motion shall be served on every person to 
 whom notice of motion is given not less than four days 
 before the hearing of the motion. 
 
 " Motion.' — Cf. R. (90) 5 (h). 
 
 "Copy of report," &c. — Also copies of notes of examination, see R. 
 (Ap. 92) 27, p. 316. 
 
 PAYMENT INTO AND OUT OF A BANK. 
 
 Payments 80. All payments out of the Companies Liquidation 
 out of Account shall be made in such manner as the Board of 
 Bank of T rac | e ma y from time to time direct. 
 
 Lndand. „ J nnn 
 
 Act.— See s. 11, p. 282.
 
 Companies (W.U.) Rules (1890-1895). 
 
 349 
 
 81. Where the Liquidator is authorised to have a special R. (90)81- 
 bank account he shall forthwith pay all moneys received 83 - 
 by him into that account to the credit of the Liquidator of Special 
 the company. All payments out shall be made by cheque bank 
 payable to order, and every cheque shall have marked or account. 
 written on the face of it the name of the company, and 
 shall be signed by the Liquidator, and shall be counter- 
 signed by at least one member of the committee of in- 
 spection, and by such other person, if any, as the committee 
 of inspection may appoint. 
 
 Act.— See s. 11, p. 282. 
 Forms. — See pp. 515, 516. 
 
 82. Where application is made to the Board of Trade to 
 authorise the Liquidator to make his payments into and 
 out of a special bank account the Board of Trade may 
 grant such authorisation for such time and on such terms 
 as they may think fit, and may at any time order the 
 account to be closed if they are of opinion that the account 
 is no longer required for the purposes mentioned in the 
 application. 
 
 Act.— See s. 11, p. 282. 
 Forms. — See pp. 515, 516. 
 
 Applica- 
 tion by- 
 commit- 
 tee of in- 
 spection 
 and 
 
 authority 
 for special 
 bank 
 account. 
 
 settle list 
 of contri- 
 butories. 
 
 LIST OF CONTRIBUTORIES. 
 
 83. The Liquidator shall with all convenient speed after Liquida 
 his appointment settle a list of the contributories of the tor t0 
 company, and shall appoint a day for that purpose. The 
 list of contributories shall contain a statement of the 
 address of, and the number of shares or extent of interest 
 to be attributed to each contributory, and shall distinguish 
 the several classes of contributories. As regards repre- 
 sentative contributories the Liquidator shall observe the 
 requirements of section 99 of the Companies Act, 1862. 
 
 Act.— See s. 13. C. A. (62), ss. 98, 99. 
 
 "The Liquidator." — This term includes an 0. R. when acting as Pro- 
 visional Liq. ; he may, therefore, settle the list : Be English Bank [1892], 
 1 Ch. 391, and see R. (90) 115. The duties imposed by the C. A. (62), 
 ss. 98, 99, on the " Court" are now imposed on the Liq.; see the above 
 rule and Act, s. 13. 
 
 "With all convenient speed, settle." — The importance of settling this 
 list is well known, because no call can be made until after it is settled, 
 and there is a tendency for assets of a company which remain to be 
 called up from the contribs. to disappear where there is delay in settling 
 the list and making the calls : Be English Bank, supra. 
 
 " List of contributories." — Definition of contributory, C. A. (62), s. 74. 
 Form, p. 555. 
 
 " Section 99 of Companies Act, 1862."- -See Appendix.
 
 350 
 
 Companies (W.U.) Bides (1890-1895). 
 
 R. (90) 84- 
 88. 
 
 Appoint- 
 ment of 
 time and 
 place for 
 settlement 
 of list. 
 
 Settle- " 
 ment of 
 list of 
 contribu- 
 tories. 
 
 Notice to 
 con tribu- 
 taries. 
 
 84. The Liquidator shall give notice in writing of the 
 time and place appointed for the settlement of the list of 
 contributories to every person whom lie proposes to include 
 in the list, and shall state in the notice to each person in 
 what character and for what number of shares or interest 
 he proposes to include such person in the list. 
 
 "Shall give notice." — Form, p. 555. As to service of notices, see E. 
 (90) 21. 
 
 85. On the day appointed for settlement of the list of 
 contributories, the Liquidator shall hear any person who 
 objects to being settled as a contributory, and after such 
 hearing shall finally settle the list, which when so settled 
 shall be the list of contributories of the company. 
 
 "On the day appointed."— See Notice, Form, p. 5J 
 " Shall finally settle." — Certificate of, Form, p. 
 
 86. The Liquidator shall forthwith give notice to every 
 person whom he has finally placed on the list of con- 
 tributories, stating in what character and for what number 
 of shares or interest he has been placed on the list, and in 
 the notice inform such person that any application for the 
 removal of his name from the list or for a variation of the 
 list, must be made to the Court by summons within 21 
 days from the date of the service on the contributory or 
 alleged contributory of notice of the fact that his name is 
 settled in the list of contributories. 
 
 "Forthwith give notice." — Notice of final settlement, Form, p. 
 Service of, E. (90) 21. Affidavit of service of notice, p. 
 
 "Form of summons." — See p. 560. The form of notice (p. 559) does not 
 state bow the application is to be made. The time may be extended, seo 
 next rule. 
 
 Applica- 87. Subject to the power of the Court to extend the 
 tiontotbe time or to allow an application to be made notwith- 
 standing the expiration of the time limited for that 
 purpose, no application to the Court by any person who 
 objects to the list of contributories as finally settled by 
 the Liquidator shall be entertained after the expiration 
 of 21 days from the date of the service on such person 
 of notice of the settlement of the list. 
 
 " To extend."— E. (90) 176. 
 
 " An application." — By summons, see E. (90) 86, supra ; E.(Ap. 92) 3 
 (3), 5, p. 311, and (n.). Act, s. 24. General Form of, p. 485 ; Order, 
 p. 560. 
 
 vary the 
 list. 
 
 Variation 
 of or addi- 
 tion to list 
 of contri- 
 butories. 
 
 88. The Liquidator may from time to time vary or add 
 to the list of contributories, but any such variation or
 
 Companies (W.U.) Mules (1890-1895). 
 
 351 
 
 addition shall be made in the same manner in all respects R. (90)89- 
 as the settlement of the original list. 91 _ 
 
 "Vary." — The Liq. may not "rectify" the list without special leave, 
 Act, s. 13. 
 
 " Or add to." — Supplemental list of contribs., Form, p. 558. 
 
 Collection 
 and distri- 
 bution of 
 company's 
 assets by 
 liquidator. 
 
 COLLECTION AND DISTRIBUTION OF ASSETS. 
 
 89. The duties imposed on the Court by section 98 of 
 the Companies Act, 1862, with regard to the collection of 
 the assets of the company and the application of the 
 assets in discharge of the company's liabilities shall be 
 discharged by the Liquidator as an officer of the Court 
 subject to the control of the Court. 
 
 "By section 98." — The Court "shall cause the assets of the company 
 to be collected and applied in discharge of its liabilities." As to his dis- 
 cretion in distributing, Act, s. 23, sub-s. 4. 
 
 " By the liquidator!"— See R. (90) 8S (n.), p. 349. 
 
 " As an officer of the Court." — Appeals from Liq., s. 24, p. 293, note. 
 
 90. For the purpose of the discharge by the Liquidator Powers of 
 of the duties imposed by section 98 of the Companies Act, Uquidator. 
 1862, as varied by section 13 of the Companies (Winding- 
 up) Act, 1890, and the last preceding Kule, the Liquidator 
 
 shall for the purpose of acquiring or retaining possession 
 of the property of the company, be in the same position 
 as if he were a Receiver of the property appointed by the 
 High Court, and the Court may, on his application, enforce 
 such acquisition or retention accordingly. 
 
 "For the purpose of . . section 98."— That is, for the purpose of settling 
 the list, rectifying the register, collecting assets, and discharging liabilities 
 of company. 
 
 "And the Court may." — There is no jurisdiction in a County Court to 
 determine a question between the liquidator and a stranger, arising out of 
 a transaction prior to the winding-up : Be llkley Hotel Co. [18931, 1 Q. B. 
 248. 
 
 91. The powers conferred on the Court by section 100 -? ^ e 1 r of 
 of the Companies Act, 1862, shall be exercised by the ^require 
 Liquidator. Any contributory for the time being on the deliveryof 
 list of contributories, trustee, receiver, banker, or agent or property, 
 officer of a company which is being wound up under order 
 
 of the Court shall, on notice from the Liquidator and 
 within such time as he shall by notice in writing require, 
 pay, deliver, convey, surrender, or transfer to or into the 
 hands of the Liquidator any sum of money or balance, 
 books, papers, estate, or effects which happen to be in his 
 
 Receiver.
 
 352 
 
 Companies (W.U.) Rides (1890-1895). 
 
 r. (90)92. hands for the time being and to which the company is 
 prima facie entitled. 
 
 See Act, s. 13, p. 284. 
 
 "C. A. (62), section 100."— This section (see Appendix) gives the 
 "Court" power to require the delivery up of property. 
 
 " On notice," &c. — Form 62, p. 518. Service of, see R. (90) 21. 
 Lien of Company's Solicitor. — See ante, Part I., Ch. VI., p. 79. 
 
 Where 
 there is a 
 commit- 
 tee of in- 
 spection. 
 
 CALLS. 
 
 Calls by 92. The powers and duties of the Court in relation to 
 
 liquidator, making calls upon contributories conferred by section 102 
 of the Companies Act, 1862, shall and may be exercised 
 by the Liquidator as an officer of the Court subject to the 
 provisions of section 13 of the Companies (Winding-up) 
 Act, 1890, and to the following regulations : — 
 
 " C. A. (62), section 102."— This gives the " Court " power to make 
 calls. See Fowler v. Broads Patent Night Light Co. [1893], 1 Ch. 721, 
 cited ante, Part I., Ch. IX., p. 18-4. 
 
 " Subject to, &c, section 13." — See s. 13 r and note the proviso which 
 forbids Liq. to make call without special leave of Ct. or sanction of 
 C. of I. 
 
 (1.) Where the Liquidator desires to make any call on 
 the contributories, or any of them, for any purpose 
 authorised by the Act, if there is a committee of 
 inspection he may summon a meeting of such com- 
 mittee for the purpose of obtaining their sanction to 
 the intended call. 
 
 " Committee of inspection." — See generally as to, Act, s. 9. If no C. of I., 
 see sub-s. 5, infra. 
 
 " May summon." — Form 179, p. 563. 
 
 " Their sanction." — Form of resolution of C. of I. sanctioning call, p. 564. 
 
 Notice of (2.) The notice of the meeting shall be sent to each 
 meeting. member of the committee of inspection in sufficient 
 
 time to reach him not less than seven days before the 
 day appointed for holding the meeting, and shall 
 contain a statement of the proposed amount of the call, 
 and the purpose for which it is intended. Notice of 
 the intended call and the intended meeting of the 
 committee of inspection shall also be advertised once 
 at least in a London newspaper, and where the 
 winding-up is not in the High Court also in a news- 
 paper circulating in the district of the Court in which 
 the winding-up is being conducted. The advertise- 
 ment shall state the time and place of the intended 
 meeting of the committee of inspection, and that each
 
 Companies (W.U.) Rules (1890-1895). 
 
 353 
 
 contributory may either attend the said meeting and 
 be heard, or make any communication in writing to 
 the Liquidator or members of the committee of in- 
 spection to be laid before the meeting, in reference to 
 the said intended call. 
 Forms. — See pp. 563, 564. 
 
 (3.) At the meeting of the committee of inspection any 
 statements or representations made either to the 
 meeting personally or addressed in writing to the 
 Liquidator or members of the committee by any con- 
 tributory shall be considered before the intended call 
 is sanctioned. 
 
 (4.) The sanction of the committee shall be given by 
 resolution which shall be passed by a majority of the 
 members present. 
 
 Form. — See p. 564. Notice of call sanctioned, p. 564. 
 
 R. (90) 93, 
 94. 
 
 Contribu- 
 tory may 
 make re- 
 presenta- 
 tions. 
 
 Represen- 
 tations 
 made to 
 be con- 
 sidered. 
 
 Resolu- 
 tion sanc- 
 tioning 
 call. 
 
 (5.) Where there is no committee of inspection the Where 
 Liquidator shall not make a call without obtaining no com- 
 the leave of the Court. 
 
 See Act, s. 13, and next rule. See also s. 9, sub-s. 9, R. (90) 169. 
 
 mittee. 
 
 93. Every application to the Court for leave to make any 
 call on the contributories, or any of them, for any purpose 
 authorised by the Acts, shall be made by summons stating 
 the proposed amount of such call, and such summons shall 
 be served four clear days at the least before the day 
 appointed for making the call on every contributory pro- 
 posed to be included in such call ; or if the Court so directs 
 notice of such intended call may be given by advertise- 
 ment, without a separate notice to each contributory. 
 
 Forms. — See pp. 563-571. 
 
 " Shall be served."— Service, R. (90) 21. 
 
 Applica- 
 tion to the 
 Court for 
 leave to 
 make a 
 call. 
 
 Notice by 
 advenise- 
 ment. 
 
 94. When, in pursuance of a resolution of the committee Service of 
 of inspection or an order of the Court, a call has been notice of 
 made by the Liquidator, a copy of the resolution or order a 
 shall be forthwith served upon each of the contributories 
 included in such call, together with a notice from the 
 Liquidator specifying the amount or balance due from 
 such contributory in respect of such call, but such reso- 
 lution or order need not be advertised unless for any 
 special reason the Court so directs. 
 
 "Order of Court." — Order sanctioning call where no C. of I., Form 
 187, p. 567. 
 
 " Shall be served."— Service, R. (90) 21. 
 
 E.W. 2 A
 
 854 Companies (W.U.) Bules (1890-1895). 
 
 K (90)95- Death of shareholder before service.— See New Zealand, &c, Co. v. 
 
 98. Peacock [1894], 1 Q. B. 623. 
 
 (Dec. (92). "Together with a notice." — Form 188, p. 567. 
 
 Enforce- 
 ment of 
 call. 
 
 95. The payment of the amount clue from each con- 
 tributory on a call may he enforced hy order of the Court 
 to be made in Chambers on summons by the Liquidator. 
 
 Form.— See pp. 568, 569. Affidavit of service of application for call 
 must also accompany, see note, p. 568. The Liq. may also bring an 
 action : Westmoreland, &c, Go. v. Fielden [1891], 3 Ch. 15. 
 
 "By order."— The order is drawn up by the Reg., R. (Ap. 92) 10, 
 p. 313, and filed, see " File, &c," p. 373. 
 
 Appeal.— An appeal lies from a decision determining the liability of a 
 contributory; the leave of the judge is not required: Judicature Act, 
 1894, s. 1, sub-s. (1,6. iii.). 
 
 Proof of 
 debt. 
 
 Mode of 
 proof. 
 
 Verifica- 
 tion of 
 proof. 
 
 Before 
 whom 
 
 PROOFS. 
 
 96. Every creditor shall prove his debt. 
 
 Proof. — Generally, see ante, Part I., Ch. VII. 
 
 Forms. — See pp. 543-546. 
 
 Fees on proof. — See table, p. 388. 
 
 See C. A. (62), s. 107, which empowers the " Court 
 days on which creditors are to prove or to be excluded, 
 rules may be made empowering a liquidator to exercise such power. 
 such rule has, however, been made. See notes to s. 13, ante, p. 285. 
 
 " Creditor."— A person shall not vote until debt proved and proofs duly 
 lodged, Act, 1 Sched. (6), p. 300, and note to Form 136, p. 545 ; and 
 as to lodging, R. (90) 108. 
 
 "His debt." — As to unliquidated or contingent debts, see Act, 1 Sched. 
 (7) (8). As to debt on bills and notes, lb. (9). Trade discounts are to be 
 deducted, R. (90) 102. 
 
 As to priority of certain debts over others, see Preferential Payments in 
 Bankruptcy Act, 1888, Appendix. 
 
 to fix certain 
 By Act, s. 13, 
 No 
 
 97. A debt may be proved by delivering or sending 
 through the post in a prepaid letter to the Official 
 Eeceiver, or, if a Liquidator has been appointed, to the 
 Liquidator, an affidavit verifying the debt. 
 
 Forms. — See pp. 543-546. 
 Time for Lodging Proofs. — R. (90) 108, infra. 
 " Or sending."— See R. (90) 21, and (n.), p. 320. 
 See Re Mercantile Bk., &c, 36 Sol. Jo. 303. 
 
 98. The affidavit may be made by the creditor himself, 
 or by some person authorised by or on behalf of the 
 creditor. If made by a person so authorised, it shall 
 state his authority and means of knowledge. 
 
 E. [Dec. 92.] An affidavit of proof of debt may be sworn 
 before any officer of the Board of Trade or any clerk of an
 
 Companies (JV.U.) Bides (1890-1895). 355 
 
 official receiver duly authorized in writing by the Court R. (90)99- 
 
 or the Board of Trade in that behalf. 104 - 
 
 99. The affidavit shall contain or refer to a statement affidavit 
 of account showing the particulars of the debt, and shall may be 
 specify the vouchers, if any, by which the same can be sworn, 
 substantiated. The Official Eeceiver or Liquidator may at Contents 
 any time call for the production of the vouchers. of proof. 
 
 Forms.— See pp. 543-545. 
 
 100. The affidavit shall state whether the creditor is or State- 
 is not a secured creditor. ment of 
 
 See Act, 1 Sclied. (8) (9). security. 
 
 "Secured Creditor."— See Judicature Act, 1875, s. 10. As to the 
 courses open to a secured credor., see ante, Part I., Ch. VII., p. 100. 
 
 101. A creditor shall bear the cost of proving his debt, Costs of 
 unless the Court otherwise orders. l iroof - 
 
 On a successful appeal from the rejection of a proof the applicant is 
 allowed his costs, not of the proof, hut of the appeal out of the assets : lie 
 National Whole Meal, &c, Co. [1892], 2 Ch. 457. 
 
 102. A creditor proving his debt shall deduct tnerefrom Discount. 
 all trade discounts, but he shall not be compelled to deduct 
 
 any discount, not exceeding five per centum on the net 
 amount of his claim, which he may have agreed to allow 
 for payment in cash. 
 
 103. When any rent or other payment falls due at stated Periodical 
 periods, and the order to wind up is made at any time payments. 
 other than one of those periods, the person entitled to the 
 
 rent or payment may prove for a proportionate part thereof 
 up to the date of the winding-up order as if the rent or 
 payment grew due from day to day. 
 
 As to rent generally, see ante, Part I., Ch. V., p. 07. 
 
 101 On any debt or sum certain, payable at a certain Interest. 
 time or otherwise, whereon interest is not reserved or 
 agreed for, and which is overdue at the date of the winding- 
 up order, the creditor may prove for interest at a rate not 
 exceeding four per centum per annum to the date of the 
 commencement of the winding-up from the time when the 
 debt or sum was payable, if the debt or sum is payable by 
 virtue of a written instrument at a certain time, and if 
 payable otherwise, then from the time when a demand in 
 writing has been made giving notice that interest will be 
 claimed from the date of the demand until the time of 
 payment.
 
 ■7T 
 
 
 R. (90) 
 105-107. 
 
 366 
 
 rtr ((t) 
 
 ■ J~r~jft )^& fr?yty/>. ?2J .• "J/ t^, 4/*~< 
 
 , Companies (W.U.) Rules (1890-1895). 
 
 Z 
 
 3^ 9z/**~*^ 
 
 e.^s* 
 
 As to interest generally, see a?iie, Part I.,XJh. vTl., p. 9< 
 "Secured creditor." — A secured creditor, who lias exhausted his security 
 without satisfying his debt, is not entitled to apply the proceeds of the 
 security in payment, first of interest subsequent to the winding-up, and 
 then in reduction of principal, and to prove in the winding-up for the 
 balance of the principal. His proof must be limited to what was due 
 for principal and interest at the commencement of the winding-up, after 
 deducting therefrom proceeds of sale or realization received in respect of 
 the security: Quarter Maine's Case [1892], 1 Ch. 639. He is entitled, 
 however, to set off profits realized from the security since the winding-up 
 against interest accrued during the same period : ib. 
 
 Proof for 105. A creditor may prove for a debt not payable when 
 debt the winding-up order was made, as if it were payable 
 
 payable at immediately, subject to a rebate of interest at the rate of 
 
 q t n t ii rp 
 
 five per centum per annum computed from the date of the 
 winding-up to the time when the debt would have become 
 payable according to the terms on which it was contracted. 
 
 
 time. 
 
 
 
 Work- 
 men's 
 wages. 
 
 Produc- 
 tion of 
 bills of 
 exchange 
 and pro- 
 missory 
 notes. 
 
 
 *?6 
 
 Where the debt is payable at a future time, with interest in the mean 
 time, the creditor may prove for interest accruing after the date of the 
 winding-up: Re Browne and Wingrove [1893 ,2 Q. P>. 574. In such a 
 case the proper course is to prove the principal sum as a present debt; 
 then, under this rule, to deduct a rebate of interest at 5 per cent, from the 
 dividends upon it; and then to value the liability to pay interest, and 
 prove for that value, the dividend on which is to be paid without any 
 rebate. Tf the sate of interest contracted for is 5 per cent., the proper 
 course is simply to prove for the principal sum as a present debt, without 
 any rebate : ib. 
 
 106. In any case in which it appears from the state- 
 ment of affairs that there are numerous claims for wages 
 by workmen and others employed by the company, it shall 
 be sufficient if one proof for all such claims is made either 
 by a foreman or by some other person on behalf of all such 
 creditors. Such proof shall have annexed thereto, as 
 forming part thereof, a schedule setting forth the names of 
 the workmen and others, and the amounts severally due to 
 them. Any proof made in compliance with this rule shall 
 have the same effect as if separate proofs had been made 
 by each of the said workmen and others. 
 
 Form. — See p. 545. See Exemption in Table of Fees, p. 388. 
 
 107. Where a creditor seeks to prove in respect of a bill 
 of exchange, promissory note, or other negotiable instru- 
 ment or security on which the company is liable, such bill 
 of exchange, note, instrument, or security must, subject to 
 any special order of the Court made to the contrary, be 
 produced to the Official Receiver, chairman of a meeting, 
 or Liquidator, as the case 'may be, and be marked by him 
 
 /I A 
 
 
 
 
 
 
 £^3y?s-&L^2
 
 Companies (W.U.) Rules (1890-1895). 
 
 357 
 
 before the proof can be admitted either for voting or for R. (90) 
 any purpose. 10 8-111 . 
 
 "In respect of a bill," &c. — As to voting in respect of debt secured by 
 bill or note, see Act, 1 Sched. (9). 
 
 108. A proof intended to be used at the first meeting Time for 
 of creditors or at an adjournment thereof shall be lodged lodging 
 with the Official Receiver not later than the time mentioned pro ° 
 for that purpose in the notice convening the meeting, or 
 adjourned meeting. 
 
 "Shall be lodged." — See Act, 1 Sched. (6). Form of notice of first 
 meeting, referring to lodgment of proof, Form 35, p. 510. Comp. 
 R. (Ap. 92) 29, p. 359 ; R. (90) 122 (1). 
 
 " Time for dealing with Proofs." — See R. (Ap. 92) 29, infra, p. 359 ; 
 R. (90) 122 (1), (2), p. 360. 
 
 109. Where a Liquidator is appointed all proofs of debts Trans- 
 that have been received by the Official Receiver shall be T 
 handed over to the Liquidator. But the Official Receiver 
 shall first make a list of such proofs, and take a receipt 
 thereon from the Liquidator for such proofs. 
 
 " A liquidator is appointed." — See s. 4, sub-s. 3. When not appointed, 
 see s. 6, sub-s. 3. 
 
 proofs to 
 liquidator. 
 
 ADMISSION AND REJECTION OF PROOFS, AND APPEAL 
 TO THE COURT. 
 
 110. The Liquidator shall examine every proof and the Examina- 
 grounds of the debt, and in writing admit or reject it, in tion of 
 whole or in part, or require further evidence in support of P 100t - 
 
 it. If he rejects a proof he shall state in writing to the 
 creditor the grounds of the rejection. 
 
 " The Liquidator." — The O. R. is to have all the powers of Liq. in this 
 behalf, R. (90) 115, infra. 
 
 "Every proof."— See R. (90) 96 ; 1 Sched. (11). 
 
 " And in writing admit or," &c. — Form, see p. 546. He may examine a 
 se.-off for the purpose of arriving at the amount of the proof to be allowed : 
 Be National Whole Ileal, &c, Co. [1892], 2 Ch. 467. As to vexatious 
 rejection of proof, see Re Smith, 17 Q. B. D. 448, ante, p. 292. 
 
 Time for.— When the Liq. is not O. R., see R. (90) 120, infra. When 
 the O. R. is Liq., R. (Ap. 92) 29, p. 359. 
 
 111. If a creditor or contributory is dissatisfied with the Appeal by 
 decision of the Liquidator in respect of a proof, the Court creditor or 
 may, on the application of the creditor or contributory, ^* r u " 
 reverse or vary the decision ; but, subject to the power of 
 
 the Court to extend the time, no application to reverse or 
 vary the decision of the Liquidator rejecting a proof shall
 
 358 
 
 Companies (W.V.) Rides (1890-1895). 
 
 Expung- 
 ing at in- 
 stance of 
 liquidator. 
 
 Expung- 
 ing at in- 
 stance of 
 creditor 
 or contri- 
 butory. 
 Oaths. 
 
 Official 
 receiver's 
 powers, 
 &c. 
 
 be entertained unless notice of the application is given 
 before the expiration of 21 days from the date of the 
 rejection. 
 
 " A creditor."— Cf. R. (90) 96 (n.), supra. 
 
 "Is dissatisfied." — As to appeal against Liq., see Act, s. 24, p. 293. 
 
 An appeal must in the limb Court be by summons in Chambers : /.'■ 
 National Whole Meal, &c. [1892], 2 Ch. 457. 
 
 Time after notice of intention to declare dividend. — If the appeal is 
 against the decision of the Liq. rejecting a proof after the date mentioned 
 in the notice of intention to declare a dividend as the latest date up to 
 which proofs may be lodged, it must be within 7 days of notice of the 
 decision appealed against, R. (90) 122 (2). 
 
 Costs of successful application. — On a successful appeal from the 
 rejection of a proof, the applicant is allowed his costs, not ol the proof bul 
 of the appeal, out of the assets : fie National Whole Meal, &c., Co., supra. 
 As to personal liability of Liq. for costs, K. ('.")) 121, p. 360. 
 
 Quaere, whether, if a creditor do not object, he can afterwards appeal : 
 Be Canadian Pacific, 40 W. R. -10. 
 
 As to procedure by Liq. where creditor appeals, see 1!. (90) 1 L8, infra. 
 
 Appeal. — An appeal lies from a decision determining the claim of a 
 creditor; the leave of the judge is not required : Judicature Act, L894, 
 s. 1, sub-s. (1, b. hi.). 
 
 112. If the Liquidator thinks that a proof has been im- 
 properly admitted, the Court may, on the application of 
 the Liquidator, after notice to the creditor who made the 
 proof, expunge the proof or reduce its amount. 
 
 "Improperly admitted." — (?) By the 0. R. who has all the Liq. powers, 
 R. (90) 115, or by Chairman, Act, 1 Sched. (11). 
 
 Set-off. — If a set-off to the proof is alleged by the company, the proof 
 should be admitted subject to au application to expunge or reduce here- 
 under: Be National Wlwle Meal, &c, Co. [1892], 2 Ch. 457. 
 
 113. The Court may also expunge or reduce a proof upon 
 the application of a creditor or contributory if the Liquidator 
 declines to interfere in the matter. 
 
 See R. (90) 118, infra. 
 
 114. For the purpose of any of his duties in relation to 
 proofs, the Liquidator may administer oaths and take 
 affidavits. 
 
 " Oaths and affidavits." — Includes affirmations and declarations : Interp. 
 Act, 1889, s. 3. As to fees on, see p. 388. As to swearing affidavit of 
 proof, see R. (Dec. 92), supra, p. 354. 
 
 115. The Official Eeceiver, before the appointment of a 
 Liquidator, shall have all the powers of a Liquidator 
 with respect to the examination, admission, and rejection 
 of proofs, and any act or decision of his in relation thereto 
 shall be subject to the like appeal. 
 
 " The Official Receiver before," &c. — See definition, R. (90) 2. 
 " Appeal."— See (n.) "Is dissatisfied," R. (90) 111, supra; R. (90) 118, 
 infra.
 
 Companies (W.U.) Rules (1890-1895). 
 
 359 
 
 116. The Official Eeceiver, where no other Liquidator is R. (90) 
 appointed, shall, before payment of a dividend, file all JJ[g£" 
 proofs tendered in the winding-up, with a list thereof, dis- 29. ' ' 
 tinguishing in such list the proofs which were wholly or 
 partly admitted, and the proofs which were wholly or 
 partly rejected. 
 
 Filing 
 proofs by 
 official 
 receiver. 
 
 " Where no other ... is appointed." — See Act, s. 6 (3). 
 " File."— In High Court, E. (Ap. 92) 11, p. 373. In courts other than 
 High Court, E. (Ap. 92) 31, p. 374. 
 
 117. Every Liquidator other than the Official Eeceiver F f0 ° fs t0 
 shall, on the first day of every month, file with the pro- be filed - 
 ceedings a certified list of all proofs, if any, received by 
 
 him during the month next preceding, distinguishing in 
 such lists the proofs admitted, those rejected, and such as 
 stand over for further consideration ; and, in the case of 
 proofs admitted or rejected, he shall place the proofs on 
 the file of proceedings. 
 
 " File." — See " File of Proceedings," p. 373. 
 
 118. The Official Receiver, or, as the case may be, the Procedure 
 Liquidator, shall, within three days after receiving notice wh *j[® 
 from a creditor of his intention to appeal against a decision appeals! 
 rejecting a proof, file such proof, with a memorandum 
 thereon of his disallowance thereof. 
 
 " After receiving Notice." — See E. (90) 111, supra. 
 " Appeal."— See R. (90) 111 (n.), supra. 
 " File."— See E. (90) 116 (n.), supra. 
 
 [119. This Rule is annulled by R. {Ap. 92) 34, p. 385, 
 and the following rule substituted.] 
 
 29. [Ap. 92.] Subject to the power of the Court to 
 extend the time, the Official Eeceiver as Liquidator, not 
 later than fourteen days from the latest date specified in 
 the notice of his intention to declare a dividend as the 
 time within which such proofs must be lodged, shall in 
 writing either admit or reject wholly or in part every 
 proof lodged with him, or require further evidence in 
 support of it. 
 
 Comp. next rule. 
 
 " Extend Time."— E. (90) 176. 
 
 " The 0. R. as Liq." — See E. (90) 115, supra. As to the time where 
 the Liq. is other than O. E., see E. (90) 120, infra. 
 
 Forms. — See p. 546. 
 
 " Specified in the notice," &c— The Form, p. 546, specifies a date within 
 which debts are to be proved, see E. (90) 122 (1), (2), infra. 
 
 "Admission or rejection." — For voting purposes, see Act, 1 Sched. (11). 
 
 Time for 
 admission 
 or rejec- 
 tion of 
 proofs by 
 official 
 liquidator.
 
 360 
 
 Companies (W.U.) Hides (1890-1895). 
 
 R. (90) 
 120-122. 
 
 Time for 
 admission 
 or rejec- 
 tion of 
 proofs by 
 liquidator. 
 
 Costs of 
 appeals 
 from de- 
 cisions as 
 to proofs. 
 
 120. Subject to the power of the Court to extend the 
 time, the Liquidator, other than the Official Receiver, 
 within twenty-eight days after receiving a proof, which 
 has not previously been dealt with, shall in writing either 
 admit or reject it wholly or in part, or require further 
 evidence in support of it. Provided that where the 
 Liquidator has given notice of his intention to declare a 
 dividend, he shall within fourteen days after the date 
 mentioned in the notice as the latest date up to which 
 proofs must be lodged examine and in writing admit or 
 reject every proof which has not been already dealt with, 
 and give notice of his decision rejecting a proof wholly or 
 in part to the creditors affected thereby. 
 
 Comp. R. (Ap. 92) 29, p. 859, supra. 
 
 " Extend Time."— K. (90) L76. 
 
 "Other than 0. R."— See R. (Ap. 92) 29, p. 359, sty ra. 
 
 "Admit or reject." — He may apply to have it expunged, R. (90) 112. 
 
 121. The Official Receiver shall in no case be personally 
 liable for costs in relation to an appeal from his decision 
 rejecting any proof wholly or in part. 
 
 "The Official Receiver." — As to his powers of admitting, &c, R. (90) 
 115, supra. As to liquidator's liability, Exp. Marsh, I Mac. & Li. 302 ; 
 Exp. Hall, 1 De G. M. & G. 1. 
 
 Notice of 
 intended 
 dividend. 
 
 Notice of 
 appeal. 
 
 DIVIDENDS. 
 
 122. — (1.) Not more than two months before declaring a 
 dividend, the Liquidator shall give notice of his intention 
 to do so to the Board of Trade in order that the same may 
 be gazetted, and at the same time to such of the creditors 
 mentioned in the statement of affairs as have not proved 
 their debts. Such notice shall specify the latest date up 
 to which proofs must be lodged which shall be not less 
 than fourteen days from the date of such notice. 
 
 Payment of Dividends. — See Regulation 11 of B. of T., Jan. 1893, ptost, 
 .p. 394. 
 
 "The Liquidator."— Or the O. R. acting as Liq., R. (Ap. 92) 29, p. 359. 
 
 " Not more than Two Months." — See as to postponement, (4), infra. 
 
 Forms. — See pp. 346, 347. 
 
 "Shall Specify the Latest Date." — The Form (138) specifies the time 
 Sot proving the debt; compare with Form, Xo. 140, p. 546. 
 
 " Must be Lodged." — See R. (Ap. 92) 29, supra, p. 359. 
 
 (2.) Where any creditor, after the date mentioned in the 
 notice of intention to declare a dividend as the latest date 
 up to which proofs may be lodged, appeals against the
 
 Companies (W.U.) Rules (1890-1895). 361 
 
 decision of the Liquidator rejecting a proof, notice of B. (90) 
 appeal shall, subject to the power of the Court to extend ia8 '. ias - 
 the time in special cases, he given within seven days from Time for> 
 the date of the notice of the decision against which the 
 appeal is made, and the Liquidator may in such case make 
 provision for the dividend upon such proof, and the 
 probable costs of such appeal in the event of the proof 
 being admitted. Where no notice of appeal has been given Where no 
 within the time specified in this rule, the Liquidator shall appeal, 
 exclude all proofs which have been rejected from participa- 
 tion in the dividend. 
 
 "Mentioned in the notice."— See sub-s. 1, supra. 
 
 "Appeals as to proofs generally."— See R. (90) 111, supra. The time 
 under that rule is 21 days. 
 
 (3.) Immediately after the expiration of the time fixed Gazette. 
 by this rule for appealing against the decision of the 
 Liquidator he shall proceed to declare a dividend, and 
 shall give notice to the Board of Trade (in order that the 
 same may be gazetted), and shall also send a notice of 
 dividend to each creditor whose proof has been admitted. 
 
 Payment of Dividends.— See Regulation 11 of B. of T., Jan. 1893, post, 
 p. 394. 
 
 Forms. — See pp. 546, 547. 
 
 (4.) If it becomes necessary, in the opinion of the Where 
 Liquidator and the committee of inspection, to postpone jjjjj"^" 
 the declaration of the dividend beyond the limit of two dividend 
 months, the Liquidator shall give a fresh notice of his postponed 
 intention to declare a dividend to the Board of Trade in beyond 
 order that the same may be gazetted ; but it shall not be ^ thg 
 necessary for the Liquidator to give a fresh notice to such mon 
 of the creditors mentioned in the statement of affairs as 
 have not proved their debts. In all other respects the 
 same procedure shall follow the fresh notice as would have 
 followed the original notice. • 
 
 " And the C. of I."— If none, see s. 9, sub-s. 9 ; R. (90) 169. 
 Payment of Dividends. — See Regulations 11 of B. of T., Jan. 1893, post, 
 p. 394. 
 
 PROXIES. 
 
 123,— (1.) A proxy shall be lodged with the Official Time for 
 Receiver or Liquidator not later than four o'clock in the lod g m S- 
 afternoon of the day before the meeting or adjourned 
 meeting at which it is to be used.
 
 362 
 
 Companies (W.U.) Rules (1890-1895). 
 
 R. (90) Proxies— Summary.— Credors. and contribs. may vote by proxy, 1 
 
 124. Sched. 12, p. 302, even though blind or incapable, it' the proxy is given as 
 
 (Ap. 92) provided by R. (90) 125. The proxy must be in the prescribed Form, 
 30. see Nos. 130, 131 ; 1 Sched. 13. Must be issued by O. II. or Liq., and the 
 
 written parts must be in handwriting of person giving it, ib. Forms must 
 
 be sent to credors. and contribs. with the notice calling the first meeting, 
 and no names or desciiptions of persons must be inserted therein before it 
 is sent, ib. 14. A general proxy may be given to any perBon (not being 
 a minor, R. (90) 123) in the regular employment of person giving it, and 
 the position of such person must lie stated, 1 Sched. 15, and the O. R. 
 may be appointed, ib. 19. Special proxies may also be given to any 
 person (not being a minor, R. (90) 123) to vote at specified meeting, as to 
 any question arising at a specified meeting, 1 Sched. 16. It must be 
 lodged with O. R. not later than four in afternoon of day before meeting, 
 I!. (90) 123. But if for use at first meeting then not later than the time 
 mentioned for that in the notice calling the meeting, see Form, No. 35, 
 II. (Ap. 92) 30, infra. If the 0. R. holds proxies and cannot attend the 
 meeting, he may uepute a person under his official control to use them for 
 him, R. (90) 124. If a Liq. solicits proxies be may forfeit his remunera- 
 tion, 1 Sched. 18. Proxies are not to vote on resolution which would put 
 himself or his employer, &c, in a position to receive remuneration out of 
 estate, ib. (24). But on the question of appointing himself Liq. a person 
 may vote and use special proxies, ib. 
 Forms, general, p. 130 ; special, p. 131. 
 
 " Of the Day before the Meeting."— Notice of first meeting, 1 Sched. (2), 
 p. 299. .Notice of general meeting, It. (90) IS, -lit. 
 
 Proxies sent from abroad. — See English, Scottish, and Australian Bank 
 [1893], 3 Ch. 385. 
 
 How votes of proxies are to be taken. — Where at a meeting some 
 members are present in person and some by proxy, the chairman is to 
 count the votes of members present in person, and also those present by 
 proxy. But the votes of these latter are to be counted as the votes of 
 persons actually present, and not according to the number of shares they 
 hold : Re Bidwell [1893], 1 Ch. 003. 
 
 Proxy demanding poll. — Apparently a proxy cannot demand a poll : 
 he Haven Gold, &c, 20 C. D. 151. 
 
 No minor 
 to be 
 proxy. 
 
 first meet 
 ins. 
 
 (2). No person shall be appointed a general or special 
 proxy who is a minor. 
 
 30. — [Ap. 92.] A proxy intended to be used at the first 
 ?!° J x l e !„x t meeting of creditors or contributories, or an adjournment 
 thereof, shall be lodged with the Official Receiver not later 
 than the time mentioned for that purpose in the notice 
 convening the meeting or adjourned meeting, which time 
 shall be not earlier than 12 o'clock at noon of the day 
 but one before nor later than 12 o'clock at noon of the day 
 before the day appointed for such meeting, unless the 
 Court otherwise directs. 
 
 Form. — See p. 130. 
 Use of 
 
 proxies by 124 Where an Official Receiver who holds any proxies 
 
 official cannot attend the meeting for which they are given, he 
 
 receiver, may, in writing, depute some person under his official
 
 Companies (W.U.) Bides (1890-1895). 
 
 363 
 
 control to use the proxies on his behalf, and in such 
 manner as he may direct. 
 
 " 0. R. who holds."— The 0. R. may be appointed general or special 
 proxy, Act, 1 Sched. 19. 
 
 125. The proxy of a creditor blind or incapable of writing 
 may be accepted, if such creditor has attached his signature 
 or mark thereto in the presence of a witness, who shall add 
 to his signature his description and residence ; provided 
 that all insertions in the proxy are in the handwriting of 
 the witness, and such witness shall have certified at the 
 foot of the proxy that all such insertions have been made 
 by him at the request of the creditor and in his presence 
 before he attached his signature or mark. 
 
 " Witness." — A person who is appointed by a credor. to act as bis proxy, 
 cannot himself be the attesting witness to the proxy : Be Parrott [1891], 
 2 Q. B. 151. 
 
 R. (90) 
 125, 126. 
 
 Filling ill 
 where 
 creditor 
 blind or 
 incapable. 
 
 STATEMENTS BY LIQUIDATOR TO THE REGISTRAR OF 
 JOINT STOCK COMPANIES. 
 
 126. The winding up of a company shall for the purposes Conclu- 
 of section 15 of the Companies (Winding-up) Act, 1890, be sion ofli- 
 -, tit i j i quidation. 
 
 deemed to be concluded — L 
 
 (a.) In the case of companies wound up by order of the 
 Court, at the date on which the order dissolving 
 the company has been reported by the Liquidator 
 to the Begistrar of Joint Stock Companies : 
 
 " Has been reported."— See C. A. (G2), ss. 111-113. 
 
 (6.) In the case of companies wound up voluntarily or 
 under the supervision of the Court, at the date 
 of the dissolution of the company, unless at such 
 date any funds or assets of the company remain 
 unclaimed or undistributed in the hands or under 
 the control of the Liquidator, or any person who 
 has acted as Liquidator, in which case the wind- 
 ing-up shall not be deemed to be concluded until 
 such funds or assets have either been distributed 
 or paid into the Companies Liquidation Account 
 at the Bank of England. 
 See as to unclaimed funds, or undistributed assets, R. (91) 127cZ. 
 Note.— By an order of the B. of T. dated 31 Dec, 1890, and made under 
 R. (90) 175, certain provisions were made for carrying into eflect the 
 matters referred to in s. 15 of the Act, and Rules 126 and 127 of the Rules 
 of 90. These were subsequently replaced by the following Rules, 
 [127 a, 15, c, d], [132 a], [130 a], made under s. 26 of the Act, and dated 
 30 April, 1891. See Table of Rules in front of book.
 
 364 
 
 Companies (W.U.) Rides (1890-1895). 
 
 E. (90) 
 
 127. 
 
 K. (Ap.91) 
 
 127, 127a. 
 
 Times at 
 which 
 liqui- 
 dators' 
 state- 
 ments are 
 to he sent. 
 
 Where 
 winding- 
 up com- 
 menced on 
 or before 
 1st April, 
 1890, and 
 was not 
 concluded 
 hefore 
 1st April, 
 1891. 
 
 Where 
 winding- 
 up did not 
 commence 
 on or 
 hefore 
 1st April, 
 1890. 
 
 Regula- 
 tions 
 
 as to 
 state- 
 ments. 
 
 [Rule 127 of R. (90) was annulled as from the 31st May, 
 1891, by Rules dated the 30th April, 1891, and the following 
 Bides [127, Ap. 91] (a), (b), (c), (d), substituted therefor. 
 
 [127. Ap. 91.] The statements with respect to the pro- 
 ceedings in and position of a liquidation of a company, 
 the winding up of which is not concluded within a year 
 after its commencement, shall he sent twice in every year 
 as follows : — 
 
 "The Statements."— See R. (91) 121a, infra, and Form 81, p. 523. 
 "Shall be sent." — To the Registrar of J. S. Companies Act, s. 15 (1). 
 
 (1.) Where the winding-up commenced on or before the 
 1st day of April, 1890, and was not concluded 
 before the 1st day of April, 1891, the first state- 
 ment, brought down to the 31st day of March, 
 1891, shall be sent within 30 days from the 1st 
 day of May, 1891, or within such extended period 
 as the Board of Trade, or (where the winding-up 
 is by or subject to the supervision of the Court) 
 as the Judge may in any particular case sanction, 
 and the next statement, brought down to the 
 30th day of September, 1891, shall be sent within 
 30 days from that date. 
 
 " Was not concluded." — See R. (Ap. 91) [127b], infra. 
 
 (2.) Where the winding-up did not commence on or 
 before the first day of April, 1890, the first state- 
 ment, commencing at the date when a liquidator 
 was first appointed and brought down to the 
 end of 12 months from the commencement of 
 the winding-up, shall be sent within 30 days 
 from the expiration of such 12 months, or within 
 such extended period as the Board of Trade may 
 sanction. 
 
 " A Liquidator was first appointed," &c. — The " appointment " of a Liq. 
 is mentioned, Act, s. 4 (3), s. 6 (3), and refers to a Liq. appointed by the 
 Ct. The O. R. becomes " Prov. Liq." virtute officii, and is not appointed, 
 and the " O. R. and Liq." also becomes such in default of appointment of 
 a Liq., Act, s. 6 (3). 
 
 (3.) The subsequent statements shall be sent at intervals 
 
 of half a year, each statement being brought down 
 
 to the end of the half-year for which it is sent. 
 
 [127a. Ap. 91.] — (1.) Subject to the next succeeding rule, 
 
 Form No. 75, with such variations as circumstances may 
 
 require, shall be used, and the directions specified in the
 
 Companies (W.U.) Bides (1890-1895). 365 
 
 Form shall (unless the Board of Trade otherwise direct) be R.(Ap.9i) 
 
 observed in reference to every statement. \Vr B ~ 
 
 Form. — No. 75, p. 523. The forms in use by the B. of T. may be 
 
 obtained at the office, or from a law stationer. 
 
 (2.) Every statement shall be sent in duplicate, and shall To be in 
 be verified by an affidavit in the Form No. 75a, with such duplicate. 
 variations as circumstances may require. 
 
 Form.— No. 75a, p. 524. 
 
 [127b. Ap. 91.] Where the winding-up commenced on or Liquida- 
 
 before the first day of April, 1890, and was not concluded tionscom- 
 
 before the first day of April, 1891— menced 
 
 (1.) The first statement shall, unless the Board of Trade, i efo -i e 1 t 
 
 on the application of the Liquidator, otherwise iqqq w * ' 
 
 direct, commence at the date when a Liquidator g tate _ 
 
 was first appointed. ments, 
 
 "A Liquidator was first appointed." — See this (n.), supra. when to 
 
 com- 
 
 (2.) In any winding-up in which the accounts of the mence - 
 Liquidator have been passed in the chambers of 
 a Judge of the Chancery Division of the High 
 Court prior to the first day of January, 1891, and 
 in any case in which it shall appear to the Board 
 of Trade inexpedient to require a detailed state- 
 ment of all the Liquidator's receipts and payments 
 on account of the company, the statement may 
 be sent in the form of such a summary of the 
 Liquidator's accounts as the Board of Trade shall 
 approve. 
 [127c. Ap. 91.] Where a Liquidator has not during any Affidavit 
 period for which a statement has to be sent received or of no 
 paid any money on account of the company, he shall at the receipts or 
 period when he is required to transmit his statement, send P a y ments « 
 to the Registrar of Joint Stock Companies an affidavit of 
 no receipts or payments in the Form No. 75a. 
 
 Comp. E. (90) 140, p. 371, which is almost identical. 
 Form. — No. 75a, p. 524. 
 
 UNCLAIMED FUNDS AND UNDISTRIBUTED ASSETS IN 
 THE HANDS OF THE LIQUID ATOR. 
 
 [127d. Ap. 91.] — (1.) AH money in the hands or under Payment 
 the control of a Liquidator of a company representing ofun- 
 unclaimed dividends, which for six months from the date claimed
 
 366 
 
 Companies (W.U.) Bides (1890-1895). 
 
 E. (90) 
 128, 129.! 
 
 dividends 
 in hands 
 of liqui- 
 dator. 
 
 Payment 
 of other 
 monies. 
 
 Duty of 
 liquidator 
 to furnish 
 informa- 
 tion to 
 Board of 
 Trade. 
 
 Power of 
 Board of 
 
 when the dividend became payable have remained in the 
 hands or under the control of the Liquidator, shall forth- 
 with, on the expiration of the six months, be paid into the 
 Companies Liquidation Account. 
 
 "In the hands," &c. — Act, s. 15, sub-s. ■">. 
 
 "Under the control." — As to what is to be deemed money under the 
 control of Liq., see R. (90) 1 33. 
 
 "Into the Companies Liquidation Account." — Act, s. 11, p. 282. Notice 
 by B. of T., i>. 394. 
 
 (2.) All other money in the hands or under the control 
 of a Liquidator of a company, representing unclaimed or 
 undistributed assets, which under sub-section 3 of section 
 15 of the Companies (Winding-up) Act, 1890, the Liqui- 
 dator is to pay into the Companies Liquidation Account, 
 shall be ascertained as on the date to which the statement 
 of receipts and payments sent in to the Registrar of Joint 
 Stock Companies is brought down, and the amount to be 
 paid to the Companies Liquidation Account shall be the 
 minimum balance of such money which the Liquidator has 
 had in his hands or under his control during the six 
 months immediately preceding the date to which the state- 
 ment is brought down, less such part (if any) thereof as 
 the Board of Trade may authorise him to retain for the 
 immediate purposes of the liquidation. Such amount 
 shall be paid into the Companies Liquidation Account 
 within 14 days from the date to which the statement of 
 account is brought down. 
 
 "In the hands," &c. — Act, s. L5 (3), (4). 
 
 "Into the Companies Liquidation Account." — See Act, s. 11. 
 
 128. Every person who has acted as Liquidator of any 
 company, whether the liquidation has been concluded or 
 not, shall furnish to the Board of Trade particulars of any 
 money in his hands or under his control representing 
 unclaimed or undistributed assets of the company on the 
 1st January 1891 or subsequently, and such other par- 
 ticulars as the Board of Trade may require for the purpose 
 of ascertaining or getting in any money payable into the 
 Companies Liquidation Account at the Bank of England. 
 The Board of Trade may require such particulars to be 
 verified by affidavit. 
 
 "Acted as Liquidator." — See as to the 0. R. acting as Prow Liq., 
 R. (90) 168. 
 
 129. — (1.) The Board of Trade may at any time order any 
 such person to submit to them an account verified by
 
 Companies (W.'U.) Rides (1890-1895). 
 
 867 
 
 affidavit of the sums received and paid by him as Liqui- 
 dator of the company, and may direct and enforce an 
 audit of the account. 
 
 Form.— No. 81, p. 523. 
 
 Appeal from B. of T. — Must be brought within 21 days, R. (90) 170, 
 p. 382. Must in H.C. be heard in open Ct„ R. (Ap. 92) 3 (1) (b), p. 310. 
 
 "Any such person." — This means "any person who has acted as 
 licjuidator," not "any person who has acted as liquidator and has money 
 in his hands;" therefore the Board of Trade need not show that the 
 liquidator has had funds in his hands i-ince the date mentioned : Re 
 Cornish [1895], 2 Q. B. 634 ; a Bankruptcy decision. 
 
 (2.) For the purposes of section 15 of the Companies 
 (Winding-up) Act, 1890, and these Eules, the Court (as 
 hereinafter defined) shall have and, at the instance of the 
 Board of Trade, may exercise all the powers conferred by 
 the Bankruptcy Act, 1883, with respect to the discovery 
 and realization of the property of a debtor, and the pro- 
 visions of Part I. of that Act with respect thereto shall, 
 with any necessary modifications, apply to proceedings 
 under section 15 of the Companies (Winding-up) Act, 
 1890. 
 
 See B. A., ss. 24, 25, 27, 162 (2). 
 
 "The Court as hereinafter," &c— The rule here referred to, R. (90) 130, 
 containing the definition of "the Court," is repealed. See infra. 
 Practically it was similar to that in Act, s. 32 (2). 
 
 " Powers conferred by B. A.," &c. — See s. 15, sub-s. 4 (n.). This gives 
 the B. of T. great power over the Liq. He must submit to examination 
 of the most stringent kind, B. A., s. 24 ; he may, perhaps, be arrested, 
 B. A., s. 25. He or his wife, or any person deemed capable of giving 
 information, may be summoned before the Ct. and examined, B. A., s. 27. 
 
 [Rule 130 ofli. 90 was annulled by Rules dated 30 April, 
 1891 (seep. 385), and the following R. 130a substituted.] 
 
 [130a. Ap. 91. J Every application by the Board of Trade 
 for the purpose of ascertaining and getting in money pay- 
 able into the Bank of England pursuant to section 15 of 
 the Companies (Winding-up) Act, 1890 — 
 
 (a.) Paragraph (a) of the rule icas annulled by R. (Ap. 
 92) 34, p. 385. R. (Ap. 92) 16 takes the place 
 of (a). The rule is as follows: — 
 
 16. [Ap. 92.] Every application by the Board of Trade 
 for the purpose of ascertaining and getting in money 
 payable into the Bank of England pursuant to section 15 of 
 the Companies (Winding-up) Act, 1890, shall in a winding- 
 up in the High Court to which these rules apply be made 
 and dealt with by the Judge of the High Court upon 
 motion. 
 
 " Section 15."— See pp. 285-288 
 
 R. (90) 
 130. 
 
 (Ap. 91) 
 130a. 
 (Ap. 92) 
 16. 
 
 Trade to 
 call for 
 verified 
 accounts. 
 
 Applica- 
 tions to 
 the Court 
 for en- 
 forcing 
 accounts 
 and get- 
 ting in 
 money.
 
 368 Companies (W.U.) Rules (1890-1895). 
 
 K. (90) 
 131, 132. 
 (Ap. 91) 
 132a. 
 
 (b.) Where the winding-up is in the Stannaries Court, 
 shall he made upon motion before the Vice- 
 Warden ; 
 
 (c.) Where the winding-up is in a Palatine Court or a 
 County Court, shall be made to that Court ; 
 
 (d.) In other cases, shall be made to the Judge of the 
 High Court who for the time being exercises the 
 jurisdiction of the High Court in Bankruptcy, 
 and in accordance with the practice which is 
 observed in reference to applications by the Board 
 of Trade under section 1C2 of the Bankruptcy Act, 
 1883. 
 
 "Exercise the Jurisdiction in Bankruptcy."'— See Act, s. 2 (n.). 
 
 "In accordance with the practice," &c — l>y l'». A., s. 162, sub-s. 2 (c), 
 the B. of T. may exercise all the powi r.< conft rred by the Act with respect 
 to the discovery and realization of the property of the debtor, comp. 
 K. (90) 129 (2), supra. 
 
 Iu bankruptcy an account may be required from a trustee who lias 
 obtained his release if he had then any undistributed funds in his bauds. 
 It is not necessary to show that a trustee has funds in his hands at the 
 date of the application. 
 
 Appeal from B. of T.— See R. (90) 170. 
 
 131. Any Liquidator whose duty it is under section 15 
 of the Companies (Winding-up) Act, 1890, to pay into the 
 Companies Liquidation Account at the Bank of England, 
 any money representing unclaimed or undistributed assets 
 of the company shall apply in such manner as the Board 
 of Trade may direct to the Board of Trade for a paying-in 
 order, which paying-in order shall be an authority to the 
 Bank of England to receive the payment. 
 
 "Section 15." — Act, s. 15 (3), R. (90) 133, infra. 
 Companies Liquidation Account. — See Act, s. 11. 
 
 132. An application by a person claiming to be entitled 
 to any money paid into the Bank of England in pursuance 
 of section 15 of the Companies (Winding-up) Act, 1890, 
 shall be made in such form and manner as the Board of 
 Trade may from time to time direct, and shall, unless the 
 Board of Trade otherwise directs, be accompanied by the 
 certificate of the Liquidator that the person claiming is 
 entitled, and such further evidence as the Board of Trade 
 may direct. 
 
 See next rule, and Table of Fees, p. 338. 
 
 Applica- [132a. Ap. 91. J Where the Liquidator requires to make 
 tion by payments out of money paid into the Bank of England, in 
 liquidator p Ursuance f section 15 of the Companies (Winding-up) 
 
 Mode of 
 payment 
 into com- 
 panies li- 
 quidation 
 account. 
 
 Applica- 
 tion for 
 payment 
 out by 
 person 
 entitled.
 
 Companies (W.U.) Rules (1890-1895). 369 
 
 Act, 1890, either by way of distribution or in respect of s. (90) 
 
 the costs and expenses of the proceedings, he shall apply || , ' 
 
 in such form and manner as the Board of Trade may to be paid 
 direct, and the Board of Trade may thereupon either out. 
 make an order for the payment out to him of the sum 
 required to make such payments, or may direct cheques 
 to be issued to him for transmission to the persons to 
 whom the payments are to be made. 
 
 The above rule was added by rules of April, 1891. 
 "Payment out."— Act, s. 15 (5); s. 11 (5). E. (90) 133 (2), infra. 
 Kegulation B. of. T. (5), (6), p. 3U5. Fees, p. 389. 
 
 133. (1.) For the purpose of sub-section 3 of section 15 Transfer 
 of the Companies (Winding-up) Act, 1890, money at the fj^om- 
 credit of the account of the Official Liquidator of any p an i es ii_ 
 company with the Bank of England shall be deemed to be quidation 
 money under the control of the Official Liquidator, and account. 
 when such money has remained unclaimed or undis- 
 tributed for six months after the date of receipt it shall 
 be transferred to the Companies Liquidation Account, 
 and the Official Liquidator and Chief Clerk of the 
 Chancery Division of the High Court shall draw and 
 sign such cheques or orders as may be necessary for the 
 transfer of the money. 
 
 " Under the oontrol." — Act, p. 15 (3). 
 "Companies Liquidation Account." — S. 11. 
 " Chief Clerk.'' — Now the Registrar. 
 
 (2.) Any application to the Board of Trade for payment Applica- 
 out of moneys so transferred shall be signed b} 7 the Liqui- tion *j° 
 dator and countersigned by the Chief Clerk of the Judge ^ e f or 
 of the Chancery Division to whom the winding-up is payment 
 assigned. out. 
 
 " Chief Clerk." — Now the Kegistrar. As to Fees, p. 389. 
 
 INVESTMENT OF FUNDS. 
 
 134. (1.) Where the committee of inspection are of Invest- 
 opinion that any part of the cash balance standing to the ment °J 
 credit of the account of the company should be invested, g^uru'ies 
 they shall sign a certificate and request, and the Liqui- &n & rea ii_' 
 dator shall transmit such certificate and request to the zation of 
 Board of Trade. securities. 
 
 See Act, s. 17 (1); Form, p. 576. 
 
 " Committee of Inspection." — Act, s. 9. Where none, s. 9 (9). 
 
 (2.) Where the committee of inspection are of opinion 
 that it is advisable to sell any of the securities in which 
 e.w. 2 B
 
 370 
 
 Companies (W.U.) Rules (1890-1895). 
 
 the moneys of the company's assets are invested they 
 shall sign a certificate and request to that effect, and the 
 Liquidator shall transmit such certificate and request to 
 the Board of Trade. 
 
 See Act, s. 17 (2) ; Form, p. 575. 
 
 ACCOUNTS AND AUDITS. 
 
 135. The committee of inspection shall not less than 
 once every three months audit the Liquidator's Cash 
 Book and certify therein under their hands the day on 
 which the said book was audited. 
 
 See Act, s. 20. As to cash and other books, E. (90) 143. 
 Form of certificate, p. 520. 
 
 136. — (1.) Every Liquidator shall, at the expiration of 
 six months from the date of the winding-up order and at 
 the expiration of every succeeding six months thereafter 
 until his release, transmit to the Board of Trade a copy 
 of the Cash Book for such period in duplicate together 
 with the necessary vouchers and copies of the certificates 
 of audit by the committee of inspection. He shall also 
 forward with the first accounts a summary of the com- 
 pany's statement of affairs, in such form as the Board of 
 Trade maj^ direct, showing thereon in red ink the amounts 
 realized, and explaining the cause of the non-realization of 
 such assets as may be unrealized. 
 
 B. of T. directions. — Directions as to the details of this audit have been 
 issued by the Board of Trade. These together with the necessary forms 
 cau be obtained from the B. of T. or law stationers. 
 
 "A summary." — With the accounts, the Liq. must transmit a surnrnnry 
 of such accounts, R. (90) 139, and a summary of the company's state- 
 ment of affairs, supra. As to disallowing £>ayments made, or profits, 
 E. (90) 158. 
 
 " Cash Book." — E. (90) 1-14. The total weekly amount of receipts and 
 profits is to be incorporated if the Licp has a trading account, E. (90) 137. 
 
 (2.) When the assets of the company have been fully 
 realized and distributed, the Liquidator shall forthwith 
 send in his accounts to the Board of Trade, although the 
 six months may not have expired. 
 
 " Send in his Account." — Act, s. 20 (2). 
 
 (3.) The accounts sent in by the Liquidator shall be 
 certified and verified by him. 
 Form. — No. 107, p. 534. 
 
 137. — (1.) Where the Liquidator carries on the business
 
 Companies (W.U.) Rules (1890-1895). 371 
 
 of the company, he shall keep a distinct account of the B. (90) 
 trading, and shall incorporate in the Cash Book the total 13 8 ~ 140 - 
 weekly amount of the receipts and payments on such trading 
 trading account. account. 
 
 "Carries on."— Act, s. 12, R. (90) 157. 
 
 " Distinct Account of Trading."' — Form 83, p. 525. 
 
 "Cash Book."— See R. (90) 144 (I). 
 
 (2.) The trading account shall from time to time, and Trading 
 not less than once in every month, be verified by affidavit, account 
 and the Liquidator shall thereupon submit such account yenned 
 to the committee of inspection (if any), or such member 
 thereof as may be appointed by the committee for that 
 purpose, who shall examine and certify the same, 
 
 " Trading Account." — See Form 83, p. 525. 
 
 Form of Affidavit. — See p. 526. 
 
 "If any."— See Act, s. 9 (9). 
 
 "Who shall . . . Certify."— Form Xo. 86, p. 520. 
 
 138. When the Liquidator's account has been audited, Co Py of 
 the Board of Trade shall certify the fact upon the account, ^ c ^ 0U fli ts f! 
 and thereupon the duplicate copy, bearing a like certificate, * 
 
 shall be filed with the proceedings in the winding-up. 
 
 " Audited."— See R. (90) 135, 130. 
 
 " Filed." — See " File of Proceedings," p. 373. 
 
 139. — (1.) The Liquidator shall transmit to the Board of Sum- 
 Trade with his accounts a summary of such accounts in mar y of 
 such form as the Board of Trade from time to time direct, accoun Sm 
 and, on the approval of such summary by the Board of 
 Trade, shall forthwith obtain, prepare, and transmit to the 
 Board of Trade so many printed copies thereof, duly 
 stamped for transmission by post, and addressed to the 
 creditors and contributories, as may be required for trans- 
 mitting such summary to each creditor and contributory. 
 
 " Summary." — -He is also to transmit with the first accounts a summary 
 of the company's statement of affairs, R. (90) 130, supra. 
 
 Form. — This maybe obtained, with proper directions, from the B. of T. 
 or a law stationer. 
 
 (2.) The cost of printing and posting such copies shall be Cost of 
 a charge upon the assets of the company. printing. 
 
 " Charge upon the Assets." — -See R. (90) 31. 
 
 140. Where a Liquidator has not since the date of his Affidavit 
 
 appointment or since the last audit of his accounts, as the of n .° L 
 
 i • j • i r i. receipts, 
 
 case may be, received or paid any sum of money on account * 
 
 of the assets of the company, he shall, at the time when 
 
 he is required to transmit his accounts to the Board of
 
 372 Companies (W.U.) Rules (1890-1895). 
 
 r. (90) Trade, forward to the Board an affidavit of no receipts 
 141-143. or payments. 
 
 Cornp. [K. 127c (Ap. 91)], p. 365. See Form 82, p. 524. 
 
 Proceed- 141. Upon a Liquidator resigning, or being released Cl- 
 ings on removed from his office, he shall deliver over to the 
 resigns- official Receiver, or, as the case may be, to the new 
 ot'li'qui-' liquidator, all books kept by him, and all other books, 
 dator. documents, papers, and accounts in his possession relating 
 to the office of Liquidator. The release of a Liquidator 
 shall not take effect unless and until he has delivered over 
 to the Official Receiver all the books, papers, documents, 
 and accounts which he is by this rule required to deliver 
 on his release. 
 
 " To the 0. R." — "Who becomes Liq. during vacancy, Act, s. -1 (4). 
 
 '"Books." — See as to books to be kept by liquidator, R. (90) 14.!, infra. 
 
 "The Release of a Liquidator.'' — It. (90) 1 IS When the property lias 
 been realized as far as possible, the final dividend distributed, the rights 
 of parties adjusted, and a final return made, the B. of T. may, on the 
 liquidator's application, make a report and then grant a release, Act, 3. 22. 
 
 Expenses \£2. — Where property forming part of a company's assets 
 o sales. ^ g g0 2 c | ^ ^ e Liquidator through an auctioneer or other 
 agent, the gross proceeds of the sale shall be paid over by 
 such auctioneer or agent, and the charges and expenses 
 connected with the sale shall afterwards be paid to such 
 auctioneer or agent, on the production of the necessary 
 certificate of the taxing officer. Every Liquidator, by whom 
 such auctioneer or agent is employed, shall, unless the 
 Court otherwise orders, be accountable for the proceeds of 
 every such sale. 
 
 BOOKS. 
 
 143. The Official Receiver, until a Liquidator is appointed 
 by the Court, and thereafter the Liquidator, shall keep a 
 book to be called the "Record Book," in which he shall 
 record all minutes, all proceedings had and resolutions 
 passed at any meeting of creditors or contributories, or of 
 the committee of inspection, and all such matters as may 
 be necessary to give a correct view of his administration of 
 the company's affairs, but he shall not be bound to insert 
 in the "Record Book" any document of a confidential 
 nature (such as the opinion of counsel on any matter 
 affecting the interest of the creditors or contributories), 
 nor need he exhibit such document to any person other 
 than a member of the committee of inspection.
 
 Companies (W.U.) Rules (1890-1895). 
 
 373 
 
 Books. — As to books to be kept by Liq., Act, s. 21 ; by officers of Court, R. (90) 
 
 see K. (90) 150. 144-146. 
 
 " Resolution." — As to ordinary resolutions, see E. (Ap. 92) 25, p. 338. (Ap. 92) 
 
 The chairman of first meetings is to sign minutes, 1 Sched. (23) ; and the 11. 
 Liq. is to record all resolutions at all meetings, It. (90) 143. General 
 meetings, It. (90) 47. 
 
 144. — (1.) The Official Keceiver, until a Liquidator is Cash- 
 appointed by the Court, and thereafter the Liquidator, shall book - 
 keep a book to be called the " Cash Book" (which shall be 
 in such form as the Board of Trade may from time to time 
 direct), in which he shall (subject to the provisions of these 
 Eules as to trading accounts) enter from day to day the 
 receipts and payments made by him. 
 
 Form. — This may be obtained from B. of T. 
 
 " Subject,"' &c. — The Liq. is to transmit a copy to B. of T., It. (DO) 136 ; 
 and see as to trading account, It. (90) 137. 
 
 Audit of books. — As to audit ot books by C. of I. and B. of T., 11, (90) 
 135. As to fee on forwarding, see p. 388. 
 
 (2.) The Liquidator shall submit the Becord Book and 
 Cash Book, together with any other requisite books and 
 vouchers, to the committee of inspection (if any) when 
 required, and not less than once every three months. 
 " If any."— See Act, s. 9 (9). 
 
 Books to 
 bo sub- 
 mitted to 
 com- 
 mittee. 
 
 FILE OF PROCEEDINGS. 
 
 [Rules 145 and 146 of R. (90) relating to the Register and 
 File of Proceedings were annulled by R. (Ap. 92) 34, p. 385.] 
 
 11. — [Ap. 92.] All petitions, affidavits, summonses, File of 
 orders, proofs, notices, depositions, bill of costs, and other proceed- 
 proceedmgs in the High Court in a winding-up matter to ^fjj" 1 
 which these rules apply shall be kept and remain of record Com . t ia 
 in the office of the Kegistrar in one continuous file, and no 
 proceeding in any winding-up matter to which these rules 
 apply shall, from and after the commencement of these 
 rules, be filed in the Central Office. 
 
 The repealed rules, which were almost identicd with G. O. Nov. (62), 
 r. 57, infra, provided that the file should be kept by the O. R. As to 
 summonses, the duplicate is filed, R. (Ap. 92) 9, p. 313; as to orders, see 
 the rule, supra ; as to proofs, the O. R. must file all proofs before paying 
 a dividend, R. (90) 116 ; and on notice of appeal, It. (90) 118. The Liq., 
 on the first of every mon'h, must file a certined list of proofs, R. (90) 117. 
 As to d 'po.-itions, see R. (90) 77 and R. (Nov. 1895), infra, p. 374. 
 
 " Other proceedings." — Report of O. R. as manager, R. (90) 42 (1). 
 Statement of anairs, It. (90) 58 (1). Certificate of extending time for 
 statement, R. (90) 59. Certificate of B. of T. that security has been
 
 374 
 
 Companies (W.U.) Hides (1890-1895). 
 
 R. (Ap. 92) 
 31, 32. 
 (Nov.95)l. 
 
 office of 
 the Kegis- 
 trar. 
 
 File of 
 proceed- 
 ings in 
 Courts 
 other than 
 High 
 Court. 
 Inspection 
 of file in 
 all Courts. 
 
 given, K. (90) 67 (4). Notes of public examination, E. (90) 77. Copies 
 of Liq.'s accounts, E. (90) 138. Memorandums of advertisements in 
 Gazette, E. (90) 147. Report of B. of T. when seeking to examine Liq., 
 E. (90) 171 (1). 
 
 The file of proceedings in bankruptcy is not oi the nature of a record : 
 Ex p. Bluck, 57 L. T. 419. 
 
 31.— [Ap. 92.] In courts other than the High Court a file 
 of proceedings in every -winding-up matter shall be kept on 
 which all petitions, affidavits, summonses, orders, proofs, 
 notices, depositions, and other proceedings in the matter 
 shall be placed and remain of record as far as possible in 
 continuous order. 
 
 32.— [Ap. 92.] Every person who has been a director or 
 officer of a company which is being wound up and every 
 duly authorised officer of the Board of Trade, shall be 
 entitled, free of charge, and every contributory and (.very 
 creditor whose claim or proof has been admitted, shall be 
 entitled on payment of a fee of one shilling, at all reason- 
 able times, to inspect the file of proceedings (whether in 
 the High Court or any other Court) and to take copies or 
 extracts from any documents therein, or to be furnished 
 with such copies or extracts at a rate not exceeding four- 
 pence per folio of seventy-two words. 
 
 Depositions under s. 115 of 1862 Act. — This rule included a right to take 
 copies of depositions taken under s. 115 of the C. A. 1802, filed on a 
 supplemental file: Be Standard Gold Mining Co., Ld. [1895], 2 Ch. 
 645 ; but this decision is now annulled by a new Rule, Nov. 1895, infra. 
 
 Fees on application for search, and for copies, p. 388. 
 
 Depositions of Persons examined befoee the Court. 
 Filing and Custody of Depositions taken at Private 
 
 Examinations. 
 
 [Nov. 95.]— (1.) Notwithstanding anything contained in 
 the Companies (Winding-up) Rules, 1890-1892, the notes 
 of the depositions of a person examined under section 115 
 of the Companies Act, 1862, or under any order of the 
 Court before the Court or before any officer of the Court, 
 or person appointed to take such an examination (other 
 than the notes of the depositions of a person examined at 
 a public examination under section 8 of the Companies 
 (Winding-up) Act, 1890), shall not be placed on the file of 
 proceedings to be open to the inspection of any creditor, 
 contributory, or other person, other than the official 
 receiver or liquidator, unless and until the Court shall 
 so direct, and the Court may from time to time give such
 
 Companies (W.U.) Rules (1890-1895). 
 
 375 
 
 general or special directions as it shall think expedient as R. (90) 
 to the custody and inspection of such notes, and the J* 7 > jj*- 
 furnishing of copies or extracts therefrom. 32, ' 
 
 (2.) This rule may be cited as the Companies (Winding- 
 
 up) Bule, Nov. 1895, and shall be read and construed as 
 forming one of the Companies (Winding-up) Kules, 1890- 
 1892. 
 
 The rule is intended to nullify the decision in Re Standard Gold 
 Mining Co. [1895], 2 Ch. 545, as to which see also ante, Part I., Ch. XI., 
 p. 203. 
 
 33. [Ap. 92.] Where, in the exercise of their functions 
 under the Acts or rules, the Board of Trade or the Official 
 Eeceiver require to inspect or use the file of proceedings in 
 any matter, the Eegistrar shall (unless the file is at the 
 time required for use in Court or by him), on request, 
 transmit the file of proceedings to the Board of Trade or 
 Official Eeceiver, as the case may be. 
 
 147. — (1.) Whenever the London Gazette contains any 
 advertisement relating to any winding-up to which these 
 Eules apply, the Liquidator shall file with the proceedings 
 a memorandum referring to and giving the date of the 
 advertisement. 
 
 " London Gazette."— See R. (90) 152. 
 
 (2.) In the case of an advertisement in a local paper, 
 the Official Eeceiver shall keep a copy of the paper, and a 
 memorandum referring to and giving the date of the adver- 
 tisement shall be placed on the file. 
 
 (3.) For this purpose one copy of each local paper in 
 which any advertisement relating to any winding-up pro- 
 ceeding in the Court is inserted, shall be left with the 
 Official Eeceiver by the person who inserts the adver- 
 tisement. 
 
 (4.) A memorandum under this Eule shall be prima facie 
 evidence that the advertisement to which it refers was duly 
 inserted in the issue of the Gazette or newspaper mentioned 
 in it. 
 
 Use of file 
 by Board 
 of Trade 
 and 
 official 
 
 Filing 
 memoran- 
 dum of 
 advertise- 
 ment in 
 Gazette. 
 
 Filing 
 memoran- 
 dum of 
 advertise- 
 ment in 
 local 
 paper. 
 
 Copies of 
 local paper 
 to he left 
 with 0. E. 
 Memoran- 
 dum to be 
 evidence. 
 
 RELEASE OF LIQUIDATOR. 
 
 148. A Liquidator, before making application to the Applica- 
 Board of Trade for his release, shall give notice of his tion for 
 intention so to do to all the creditors who have proved their release, 
 debts and to all the contributories, and shall send with 
 the notice a summary of his receipts and payments as 
 Liquidator.
 
 37G Companies (W.U.) Bales (1890-1805). 
 
 E. (90) " For his Release."— See Act, s. 22. 
 
 149-152. Forms. — Notice of intention to apply for Release, p. 532; summary 
 
 to accompany notice, Form 107, p. 534. Application lor, p. 533. The 
 
 release does not take effect until all documents are deliver* d, It. (90) L41. 
 When the release takes effect it acts as a removal of the liquidator from 
 his office, Act, s. 22 (4). As to appeal, see s. 22 (1) and (u.). 
 
 Gazetting 149. Where the Board of Trade have granted to a Liqui- 
 
 rtlease. dator his release, a notice of the order granting the release 
 
 shall he gazetted. The Liquidator shall provide the 
 
 requisite stamp fee for the Gazette, which he may charge 
 
 against the company's assets. 
 
 BOOKS TO BE KEPT, AND RETURNS MADE, BY 
 OFFICERS OF COURTS. 
 
 Books to 150. In the High Court the Chief Clerks of the Chancery 
 be kept by Division, and in the District Registries of the High 
 Courts 0t Court at Liverpool and Manchester respectively the 
 District Registrars of the High Court, and in a Court 
 other than the High Court, the Registrar or other officer of 
 the Court whose duty it is to periorni under direction of 
 the Judge the duties which in a County Court are performed 
 by the Registrar, shall keep books according to the Forms 
 in the Appendix, and the particulars given under the dif- 
 ferent heads in such books shall be entered forthwith 
 after each proceeding has been concluded. 
 
 "Keep Books."— See Act, s. 29 ; Form 91, p. 527. 
 
 " Chief Clerks."— See L.terpretation, R. (Ap. 92; 35 (1;, p. 386. 
 
 "The Kegistrar." — See Interpretation, It. (Ap. U2) 35, p. 386. 
 
 Extracts 151. The officers of the Courts whose duty it is to keep 
 
 J°p e a s r e d nt the books prescribed by these Rules shall make and 
 
 of Trade, transmit to the Board of Trade such extracts from their 
 
 books, and shall furnish the Board of Trade with such 
 
 information and returns as the Board of Trade may from 
 
 time to time require. 
 
 And the B. of T. is to cause a general annual report of all matters, 
 judicial and financial, to be laid before Parliament, Act, s. 2'J (2). 
 
 GAZETTING. 
 
 Gazetting 152. All notices subsequent to the making by the Court 
 notices. f a w ii lL ling-up order in pursuance of the Act or these 
 
 Rules requiring publication in the London Gazette shall 
 
 be gazetted by the Board of Trade.
 
 ^-T 
 
 
 
 7th. 
 
 %** 
 
 \ 
 
 CO, 
 
 lves 
 
 SIT 
 
 |»ener- 
 Iwind- 
 
 Osgoode Hall, June 
 HigrH Conrt of Justice. 
 CHAMBERS. / 
 
 Before Qfrtwright, Maste 
 Traplin v. Traplin.— J. D. Montgorn-' 
 ery. for plaintiff, moved for speedy 
 judgment in action of ejectment. G. 
 W. Holmes, for defendant, contra. Re- 
 served. 
 
 Union Bank v. Macdonald.— John 
 Jennings, for judgment creditors, ob- 
 tained attaching order returnable on 
 30th June. 
 
 Re Scealey Trusts.— T. Langton. K.C.. 
 for trustees, obtained order for leave 
 to pay a trust fund into court. 
 Before Falconbridge, C.J. 
 Re Farmers* Loan and Savings Co. — 
 Judgment (G.A.B.") on petition by To- 
 ronto General Trusts Corporation, 
 liquidators of the company, for" an or- 
 der fixing the remuneration of the 
 liquidators subsequent to 1st Novem- 
 ber, 1901, and the annual or other al- jessful 
 lowance for their care and manage- j 
 ment of the estate since the commence- j 
 ment of the liquidation. Held, that j 
 the liquidator would be entitled to the 
 maximum percentage which the court 
 is accustomed to allow, and, in addi- 
 tion, to a fair and reasonable compen- 
 sation for the care and management 
 of the estate. Up to the present date 
 the remuneration receivd by the liqui- 
 dators averages only 1 1-2 per cent. 
 upon the receipts and 1 1-2 per cent, 
 upon disbursements, or $31,000, less 
 than the amount' of the *usual percent- 
 age upon an estate of this nature. No 
 annual allowance has yet been made 
 for the care and management of the 
 estate, which has continued for nearly 
 seven years. Looking at all the cir- 
 •j cumstances of the case, it would be 
 preferable to allow a lump sum up to 
 the 31st May, 1904, inclusive, to cover 
 the liquidators' remuneration for the 
 receipt and disbursement of the cor- 
 pus since November, 1901, and the care 
 and management of the estate from 
 16th December, 1S97. to 1st June. 1904, 
 a period of six and a half years, which 
 lump sum is fixed at $26,000. This sum 
 it has been conceded, is reasonable 
 and has been well earned by the liqui- 
 dators, whose careful and efficient 
 management has enured very much 
 to the benefit of the creditors. Refer- 
 ence to re Williams, 4 O.L..R. 501; re 
 Berkeley's Trusts, 8 P.R. 193: Stin- 
 son v. Stinson, 8 P.R. 561. J. Hoskin. 
 K.C., and W. M. Douglas, K.C., for 
 liquidators. J. T. Small for certain de- 
 benture holders. 
 
 I of 
 itor, 
 =erty 
 
 mds 
 the 
 her 
 
 )en- 
 
 vui- 
 
 >dit 
 
 ;ate 
 
 re- 
 
 re- 
 
 to 
 
 be 
 
 age 
 
 ow, 
 
 ible 
 
 ige- 
 
 sent 
 
 the 
 
 >ne- 
 
 one 
 
 dis- 
 
 •nt. 
 
 the 
 
 )unt 
 
 [pon 
 
 •y, is I al- 
 
 >vem- care 
 
 eived hich 
 
 half re-" 
 a et- 
 
 uis e- 
 stiee 
 final 
 hich 
 iber, 
 and 
 cem- 
 
 , out 
 
 aims 
 divi- 
 h to 
 king 
 
 sue- 
 say 
 iqui- 
 
 the 
 
 •eed- 
 
 N< 

 
 Companies (W.U.) Rules (1890-1895). 
 
 377 
 
 " All Notices." — Notice of order, to wind up, R. (90) 41. The Forms r. (go) 
 now in use were substituted by the Board of Trade by order dated 153, 154. 
 13th Feb., 1891, for those in Appendix to the Rules of 1890. 
 
 As to filing all notices, see R. (Ap. 92) 11, 31, pp. 373, 374. 
 
 As to filing all advertisements in Gazette relating to winding-up, 
 R. (90) 147. 
 
 153. Where any winding-up order is amended, and also Re- 
 in any case in which any matter which has been gazetted gazettim 
 has been amended or altered, or in which a matter has 
 been wrongly or inaccurately gazetted, the Board of Trade 
 shall re-gazette such order or matter with the necessary 
 amendments and alterations in the prescribed form, at the 
 expense of the company's assets, or otherwise as the Board 
 of Trade may direct. 
 
 LIQUIDATORS AND COMMITTEES OF INSPECTION. 
 
 154. — (1.) The remuneration of a Liquidator shall, unless Remune- 
 the Court shall otherwise order, be fixed by the committee ratl, . ) " ot 
 of inspection, and shall be in the nature of a commission ^^ 0T 
 or percentage of which one part shall be payable on the com . 
 amount realized after deducting the sums (if any) paid to mittee. 
 secured creditors out of the proceeds of their securities and 
 the other part on the amount distributed in dividend. 
 
 " Remuneration of a Liquidator." — See Act, s. 27 (3). Semble, this 
 means a Liq. appointed by the Ct., and does not include the 0. R. 
 when acting as " Prov. Liq." or " O. R. and Liq.," as to whose remunera- 
 tion see Table B, p. 389. But cf. Interpretation Clause, "liquidator," 
 p. 307, and clause (2) of this rule. 
 
 As to the priority of remuneration, R. (90) 31. 
 
 If the Liq. uses solicitation in procuring proxies, or his appointment, 
 the Ct. may take away his remuneration, Act, 1 Sched. (18). 
 
 "Committee of Inspection." — See Act, s. 9. In bankruptcy the B. of T. 
 can review the decision of the C. of I. : Be Gallard [1892], 1 Q. B. 532; 
 B. A., s. 72 (2). 
 
 (2.) If there is no committee of inspection the remunera- 
 tion of the Liquidator shall be in accordance with the scale 
 of percentage payable for realizations and distributions by 
 the Official Receiver as Liquidator. 
 
 " No Committee of Inspection."— See s. 9(9), R. (90) 169. 
 
 "With the Scale." — If a Liq. is appointed by the Ct. (s. 6), and a com- 
 mittee of inspection, then the latter fix the remuneration. If a Liq. is 
 appointed, but no committee, then he takes according to the scale, Table 
 B, IL, p. 389. The 0. K., acting as " Prov. Liq." or as " 0. R. and Liq.," 
 is an officer of the Ct. (1!. (9u) 165), but he is also an officer, or person 
 attached to, the B. of 'J'., which may increase or diminish his remunera- 
 tion, Act, s. 27 (2). 
 
 
 /).?% 
 
 
 ' 
 
 Win re 
 no com- 
 mittee.
 
 /f*a/ *f* ?*" • <?- °^ -*" ty*^ '. '1*^) ^^ 
 
 378 
 
 Companies (W.U.) Bides (1890-1895). 
 
 R. (90) 
 155-158. 
 
 Limit of 
 remunera- 
 tion. 
 
 Purchase 
 of assets 
 by liqui- 
 dator or 
 com- 
 mittee. 
 Setting ,N 
 aside. \J 
 
 Liquida- 
 tor not to 
 purchase 
 from cer- 
 tain per- 
 sons 
 without 
 Court's 
 sanction. 
 
 Com- 
 mittee of 
 inspection 
 not to 
 derive 
 profit 
 from 
 winding- 
 up. 
 
 Dis- 
 allowing 
 such 
 profit. 
 
 155. Except as provided by the Acts or these Kules, no 
 Liquidator shall be entitled to receive out of the estate 
 any remuneration for services rendered to the company, 
 except the remuneration to which under the Acts and 
 Rules he is entitled as Liquidator. 
 
 "Except as provided by the Acts," &c. — The "Acts," means the Com- 
 panies Acts, 1862 to 1890, K. (90), 2. See C. A. (62), ss. 93, 133, and 
 L. R., 3 Ch. Ixiv. 
 
 " Or these Rules." — See as to priority of payment, R. (90) 31. 
 
 156. Neither the Liquidator nor any member of the 
 committee of inspection of a company shall, while acting 
 as Liquidator or member of such committee, except by 
 leave of the Court, either directly or indirectly, by himself 
 or any partner, clerk, agent, or servant, become purchaser 
 of any part of the company's assets. Any such purchase 
 made contrary to the provisions of this Eule may be set 
 aside by the Court on the application of the Board of 
 Trade or any creditor or contributory, and the Court may 
 make such order as to costs as the Court shall think fit. 
 
 157. Where the Liquidator carries on the business of 
 the company, he shall not, without the express sanction 
 of the Court, purchase goods for the carrying on of such 
 business from any person whose connexion with the 
 Lquidator is of such a nature as would result in the 
 Liquidator obtaining any portion of the profit (if any) 
 arising out of the transaction. 
 
 "Carries on."— See Act, s. 12, R. (90) 137. 
 
 " Express sanction." — As to costs of obtaining this, R. (90) 159, infra. 
 
 158. No member of a committee of inspection, in a wind- 
 ing-up shall, except under and with the sanction of the 
 Court, directly or indirectly, by himself or any employer, 
 partner, clerk, agent, or servant, be entitled to derive any 
 profit from any transaction arising out of the winding-up, 
 or to receive out of the assets any payment for services 
 rendered by him in connexion with the administration of 
 the assets, or for any goods supplied by him to the Liqui- 
 dator for or on account of the company. If it appears to 
 the Board of Trade that any profit or payment has been 
 made contrary to the provisions of this Rule they may 
 disallow such payment or recover such profit, as the case 
 may be, on the audit of the Liquidator's accounts. 
 
 " Sanction of Court." — The sanction of the Court cannot be given after 
 the profit has been derived, but must be obtained belore the business from 
 which the profit is to be derived is undertaken : lie Gallard [1896], 
 1 Q. 1$. 68.
 
 Companies (W.U.) Rules (1890-1895). 
 
 379 
 
 Sanction 
 of pay- 
 ments to 
 members 
 of com- 
 mittee of 
 inspec- 
 tion. 
 
 Solicitor. — What is "profit derived"? — The "profit derived" by a R. (90) 
 solicitor is the amount of his costs, less his disbursements out of pocket 159-161. 
 
 in the particular matter; no allowance can be made for general office 
 
 expenses : lie Gallant, supra. 
 
 Solicitor's Managing Clerk on Committee. — When one of the members 
 of a committee of inspection is the managing clerk of a solicitor, though 
 it is not a breach of the rule to appoint that solicitor to be solicitor to the 
 liquidator, yet on general principles such an appointment would be 
 improper, and would be set aside by the Court : per Lord Esher, M.R., Re 
 Gattard, supra. 
 
 " Audit."— 11. (90) 135, p. 370. 
 
 159. In any case in which the sanction of the Court is Costs of 
 obtained under the two last preceding Eules, the cost of obtamin S 
 obtaining such sanction shall be borne by the person in feanc 
 whose interest such sanction is obtained, and shall not be 
 payable out of the company's assets. 
 
 160. Where the sanction of the Court to a payment to a 
 member of a committee of inspection for services rendered 
 by him in connexion with the administration of the com- 
 pany's assets is obtained, the order of the Court shall 
 specify the nature of the services, and shall only be given 
 where the service performed is of a special nature. No 
 payment shall, under any circumstances, be allowed to a 
 member of a committee for services rendered by him in the 
 discharge of the duties attaching to his office as a member 
 of such committee. 
 
 Costs out of pocket, 11. (90) 31. 
 
 161. — (1.) Where a Liquidator is appointed by the Court, Discharge 
 the Official Keceiver shall forthwith put the Liquidator of costs, 
 into possession of all property of the company of which ^g ts efore 
 the Official Receiver may have custody; provided that handed 
 such Liquidator shall have, before the assets are handed over to 
 over to him by the Official Receiver, discharged any liquidator. 
 balance due to the Official Receiver on account of fees, 
 costs, and charges properly incurred by him, and on 
 account of any advances properly made by him in respect 
 of the company, together with interest on such advances 
 at the rate of four pounds per centum per annum; and 
 the Liquidator shall pay all lees, costs, and charges of the 
 Official Receiver which may not have been discharged by 
 the Liquidator before being put into possession of the 
 property of the company, and whether incurred before or 
 after he has been put into such possession. 
 
 " Is appointed."— See (n.) " A Liq. was first," &c, p. 364. 
 "The Liquidator shall pay." — These will probably be considered 
 necessary disbursements under 11. (90) 31.
 
 380 
 
 Companies (W.U.) Rules (1890-1895). 
 
 K. (90) 
 162-165. 
 
 Lien of 
 0. R. on 
 assets. 
 
 Duty of 
 0. R. to 
 give 
 liquidatoi 
 
 informa- 
 tion. 
 
 (2.) The Official Eeceiver shall be deemed to have a lien 
 upon the company's assets until such balance shall have 
 been paid and the other liabilities shall have been dis- 
 charged. 
 
 (3.) It shall be the duty of the Official Eeceiver, if so 
 requested by the Liquidator, to communicate to the 
 Liquidator all such information respecting the estate and 
 affairs of the company as may be necessary or conducive 
 to the due discharge of the duties of the Liquidator. 
 
 " The Duty of the 0. R." — The liquidator is also to give information to 
 the 0. R., Act, s. 4 (3). 
 
 Where a Liq. is appointed by Ct., the 0. R. must account to him, R. 
 (90) 168 (1). 
 
 Appoint- 
 ment. 
 
 Deputy 
 official 
 
 Status, 
 &c, of 
 deputy. 
 
 Removal 
 of official 
 receiver. 
 
 Personal 
 perform- 
 ance ot 
 duties. 
 
 Assistant 
 
 official 
 
 receivers. 
 
 OFFICIAL RECEIVERS, AND BOARD OF TRADE. 
 
 162. — (1.) Judicial notice shall be taken of the appoint- 
 ment of the Official Receivers appointed by the Board of 
 Trade. 
 
 (2.) When the Board of Trade appoints any officer to act 
 as deputy for or in the place of an Official Eeceiver, notice 
 thereof shall be given by letter to the Court to which such 
 Official Eeceiver is or was attached. The letter shall 
 specify the duration of such acting appointment. 
 
 As to assistant 0. R., see R. (90) 165, infra. 
 
 (3.) Any person so appointed shall, during his tenure 
 of office, have all the status, rights, and powers, and be 
 subject to all the liabilities of an Official Eeceiver. 
 
 163. — (1.) Where an Official Eeceiver is removed from 
 his office by the Board of Trade, notice of the order re- 
 moving him shall be communicated by letter to the Court 
 to which the Official Eeceiver was attached. 
 
 164. The Board of Trade may, by general or special 
 directions, determine what acts or duties of the Official 
 Eeceiver in relation to the winding up of companies are to 
 be performed by him in person, and in what cases he may 
 discharge his functions through the agency of his clerks 
 or other persons in his regular employ, or under his official 
 control. 
 
 165. An assistant Official Eeceiver, appointed by the 
 Board of Trade, shall be an officer of the Court, like the 
 Official Eeceiver to whom he is assistant, and, subject 
 to the directions of the Board of Trade, he may represent 
 the Official Eeceiver in all proceedings in Court, or in any 
 administrative or other matter. Judicial notice shall be
 
 Companies (W.U.) Bales (1890-1895). 
 
 381 
 
 taken of the appointment of an assistant Official Receiver, »• (90) 
 and he may be removed in the same manner as is provided 16 6 ~ 169 - 
 in the case of an Official Receiver. 
 
 " An officer of the Ct. like the 0. R." — The 0. E. is therefore an " officer 
 of the Ct." See New Zealand Loan, &c, Co., W. N. (1894), p. 200. But 
 lie is appointed, and his duties determined, by the B. of T., and he is 
 therefore an "officer of, or a person attached to," the B. of T., within 
 ■.27(2). 
 
 As to deputy 0. R., see R. (90) 162 (2), supra. 
 
 186. In the absence of the Official Receiver any officer 
 of the Board of Trade duly authorised for the purpose by 
 the Board of Trade, and any clerk of the Official Receiver 
 duly authorised by him in writing, may by leave of the 
 Court act on behalf of the Official Receiver, and take 
 part for him in any public or other examination and in 
 any unopposed application to the Court. 
 
 i67. Where a company against whom a winding-up order 
 has been made has no available assets, the Official Receiver 
 shall not be required to incur any expense in relation to 
 the winding-up without the express directions of the Board 
 of Trade. 
 
 Perhaps this rule modifies the force of" shall summon," Act, s. C (1). 
 
 Power of 
 officers of 
 B. of T. 
 and clerks 
 of 0. R. in 
 certain 
 cases to 
 act for 
 0. R. 
 Duties 
 where no 
 assets. 
 
 168. — (1.) Where a Liquidator is appointed by the Court, Account- 
 the Official Receiver shall account to the Liquidator. m % .7. 
 
 " Is appointed."— See (n.) " A Liquidator was first," &c, p. 364. receiver. 
 
 As to the 0. R. giving the Liq. information, see R. (90) 161, supra. 
 
 (2.) If the Liquidator is dissatisfied with the account or Liqm- 
 
 any part thereof, he may report the matter to the Board da , t . u , 1 fi d | s " 
 
 of Trade, who shall take such action (if any) thereon as it ^^ et 
 
 may deem expedient. account. 
 
 " If any." — If the B. of T. gives him no relief he may then (in bank- 
 ruptcy) go to the Ct. : Be Smith, 17 Q. B. D. 4. 
 
 (3.) The provisions of these Rules as to Liquidators and 
 their accounts shall not apply to the Official Receiver when 
 he is Liquidator, but he shall account in such manner as 
 the Board of Trade may from time to time direct. 
 
 169. Where there is no committee of inspection any 
 functions of the committee of inspection which devolve on 
 the Board of Trade may, subject to the directions of the 
 Board, be exercised by the Official Receiver. 
 
 " Where no Committee of Inspection." — Cf. Act, s. 9 (9) ; R. (90) 
 92 (5) ; lb. 154 (2). 
 
 Official 
 receiver to 
 act for 
 Board of 
 Trade 
 where no 
 committee 
 of inspec- 
 tion.
 
 382 
 
 Companies (W.U.) Hides (1890-1895). 
 
 R. (90) 
 170-173. 
 
 Appeals 
 from 
 Board of 
 
 Trade and 
 official 
 
 Applica- 
 tions 
 under 
 s. 25 (2) 
 of Act of 
 1890. 
 
 Report. 
 
 Report 
 to be 
 evidence. 
 
 170. An appeal in the High Court against a decision of 
 the Board of Trade, or an appeal to the Court from an act 
 or decision of the Official Receiver, shall be brought within 
 21 days from the time when the decision or act appealed 
 against is done, pronounced, or made. 
 
 " The B. of T."— As to hearing of, R. (Ap. 92) 3 (h), p. 310 ; R. (90) 5. 
 As to appeals in respect of money paid into bank, Act, s. 15 (5). Against 
 withholding release, Act, s. 22 (1), p. 291. See also s. 25. 
 
 " Of the 0. R." — As to appeals against O. R. with regard to allowance 
 for making statement of affairs, s. 7 (4) ; as to admission, &c, of proofs, 
 1 Sched. 11; R. (90) 111; ib. 115. Tlie Act does not give a general 
 power of appeal against acts, &c, of B. of T. and O. R. ; as it does in the 
 case of a Liq., see s. 24. 
 
 The appeal under this rule is in H. C. by motion, for this rule does not 
 apply to O. R. when acting as Liq., R. (Ap. 92) 3 (1) (Z>), p. 310 (n.). In 
 other Courts to he in open Ct., R. (90) 5 (e), p. 312. 
 
 "Within twenty-one Days." — Enlargement of time, R. (90) 176. 
 
 171. — (1.) An application by the Board of Trade to the 
 Court to examine on oath the Liquidator or any other 
 person pursuant to section 25 of the Companies (Winding- 
 up) Act, 1890, shall be made ex parte, and shall be sup- 
 ported by a report to the Court filed with the proceedings, 
 stating the circumstances in which the application is 
 made. 
 
 (2.) The report may be signed by any person duly autho- 
 rised to sign documents on behalf of the Board of Trade ; 
 and shall for the purposes of such application be prima 
 facie evidence of the statements therein contained. 
 
 SPECIAL MANAGER. 
 
 Accounts. 172. Every Special Manager shall account to the Official 
 Keceiver, and such Special Manager's accounts shall be 
 verified by affidavit, and, when approved by the Official 
 Pieceiver, the totals of the receipts and payments shall be 
 added to the Official Pteceiver's accounts. 
 
 "Special Manager."— As to power of O. R. to appoint, Act, s. 5 (1). 
 Application fur, R. (90)42. 
 
 Form of affidavit verifying, p. 52G. 
 "Security."— Act, s. 5 (2) ; R. (90) 67. 
 
 Attend- 
 ance at 
 proceed- 
 ings. 
 
 ATTENDANCE AND APPEARANCE OF PARTIES, ETC. 
 
 173. Every person for the time being on the list of con- 
 tributories of the company and every person whose proof 
 has been admitted shall be at liberty, at his own expense, 
 to attend proceedings, and shall be entitled, upon pay- 
 ment of the costs occasioned thereby, to have notice of all
 
 Companies (W.U.) Bides (1890-1895). 
 
 383 
 
 such proceedings as he shall by written request desire e. (90) 
 to have notice of ; but if the Court shall be of opinion that 174 -i78. 
 the attendance of any such person upon any proceedings 
 has occasioned any additional costs which ought not to be 
 borne by the funds of the company, he may direct such 
 costs, or a gross sum in lieu thereof, to be paid by such 
 person ; and such person shall not be entitled to attend 
 any further proceedings until he has paid the same. 
 
 174. Where the attendance of the Liquidator's solicitor Solicitor 
 is required on any proceeding in Court or Chambers, the ° f % ui - 
 Liquidator need not attend in person, except in cases where dator - 
 his presence is necessary in addition to that of his solicitor, 
 or the Court directs him to attend. 
 
 MISCELLANEOUS MATTERS. 
 
 175. The Board of Trade may from time to time issue 
 general orders or regulations for the purpose of regulating 
 any matters under the Act or these rules which are of an 
 administrative and not of a judicial character. Judicial 
 notice shall be taken of any general orders or regulations 
 which are printed by the Queen's printers, and purport to 
 be issued under the authority of the Board of Trade. 
 
 176. The Court may, in any case in which it shall see fit, 
 extend or abridge the time appointed by these rules or fixed 
 by any order of the Court for doing any act or taking any 
 proceeding. 
 
 177. — (1.) No proceeding under the Acts shall be in- 
 validated by any formal defect or by any irregularity, 
 unless the Court before which an objection is made to the 
 proceeding is of opinion that substantial injustice has been 
 caused by the defect or irregularity, and that the injustice 
 cannot be remedied by any order of that Court. 
 
 See Be Bull & Co., cited R. (90) 34 (n.) ; Be Lang, cited R. (Ap. 92) 
 18 (o.), p. 329 ; Be Broads Patent Night Light, &c, Co., cited R. (Ap. 
 92) 19, p. 329; New British Iron, &c, Co., 36 Sol. Jo. 610; Mont de 
 Piete of England, W. N. (1892) 166, cited ante, p. 329. 
 
 (2.) No defect or irregularity in the appointment or 
 election of a Receiver, Liquidator, or member of a com- 
 mittee of inspection shall vitiate any act done by him in 
 good faith. 
 
 178. In all proceedings in or before the Court, or any 
 judge or officer thereof, or over which the Court has 
 jurisdiction under the Acts and rules, where no other 
 provision is made by the Acts or these rules, the practice, 
 
 Board of 
 Trade 
 orders, iXrc. 
 
 Enlarge- 
 ment or 
 abridg- 
 ment of 
 time. 
 
 Formal 
 defect not 
 to invali- 
 date pro- 
 ceedings. 
 
 Defect in 
 appoint- 
 ment of 
 receiver, 
 liquidator, 
 &c. 
 
 Applica- 
 tion of 
 existing 
 procedure.
 
 384 
 
 Companies (W.U.) Rules (1890-1895). 
 
 r. (90) proceeding, and regulations shall, unless the Court other- 
 179, 180. w j se i n an y special case directs, in the High Court and 
 Stannaries Court be in accordance with the rules of the 
 Supreme Court and practice of the High Court, and in a 
 County Court and Palatine Court in accordance, as far as 
 practicable, with the existing rules and practice of the 
 Court in proceedings for the administration of assets by 
 the Court. 
 
 " Where no other provision is made." — See K. 180, infra, and R. 17 
 (Ap. 92), infra, and (nn.). As to Palatine Court, Lancaster, see Act, 
 s. 26 (5). 
 
 "In a County Court, &c, and Palatine Court." — This seems to mean the 
 ordinary Cty. Ct. practice in actions for administration, and not the 
 practice prescribed for petitions (Cty. Ct. E. 0. 38), and therefore evidence 
 on the hearing may be given viva voce, Cty. Ct. R. 0. 18, r. 3, for the 
 Cty. Cts. and Palatine Courts are coupled together in the section, and in 
 the latter the only "proceedings for the administration of assets" are 
 those which are conducted in the same manner as proceedings for the 
 administration of assets in the Chancery Division, and the Rules relating 
 to such actions are upon this point similar to those of the H. C. 
 
 " Practice of the H. C."— See R. (90) 180 and (n.), and G. 0. Nov. (62), 
 r. 74. 
 
 In Be Wakefield, &c, Co., 36 Sol. Jo. 524, an originating summons was 
 issued to determine the rights of three classes of shareholders and an ex 
 parte motion was made (following the former practice in the C. D.), to 
 appoint three shareholders to represent the three classes. V. Williams, J., 
 made the order asked, but thought the application should have been by 
 summons. 
 
 In Be National Whole Meal, &c, Co. [1892], 2 Ch. 457, V. Williams, J., 
 gave an appellant from the 0. R. the costs of the appeal from his re- 
 jection of a proof, following the rule in bankruptcy, but not the costs 
 of proof. 
 
 A. special case under s. 3 (3) of the Act will, probably, be in the form 
 prescribed by R. S. C, 0. 34, and be heard in the same manner. 
 
 Petitions 
 in Liver- 
 pool and 
 Man- 
 chester 
 district 
 registries. 
 
 Rules 
 under 
 Order 
 
 179. The provisions of rule 2 of the Eules of the Supreme 
 Court, 1887, relating to petitions in the District Regis- 
 tries of Liverpool and Manchester, shall apply to petitions 
 presented in those Registries under the Acts and these 
 rules. 
 
 "R. S. C. 1887, r. 2." — Petitions presented in the District Registiies of 
 Liverpool and Manchester respectively and requiring answer, shall be 
 answered in the name of one of the District Registrars of the same respec- 
 tive registries; and the rules of the Supreme Court, and in particular 
 Order 62, r. 18, shall, as regards such petitions, be construed as if the 
 District Registrars of Liverpool and Manchester respectively were men- 
 tioned in place of the Registrars of the Chancery Division. 
 
 See Interpretation of Registrar, R. (Ap. 92) 35, p. 386. 
 
 180. The rules contained in the General Order of the 
 Court of Chancery of 1862 and the Forms prescribed by
 
 Companies (W.U.) Rules (1890-1895). 
 
 385 
 
 such Rules, shall from and after the commencement of 
 these Eules cease to have effect or apply in the winding 
 up of any company wound up under the order of the Court 
 where the winding-up order is made after the 31st of 
 December, 1890. 
 
 "General Order." — This order is printed in the Appendix. See the 
 " Note " at the head of it. 
 
 The Rules of Nov. 1890, made under s. 26 of the Act, which end here, 
 are signed by Halsbury, C, and the President of the B. of T., and are 
 dated 29 Nov., 1890. See the table of contents. 
 
 " Wound up under the order of the Court." — The G. 0. of Nov. 62 does 
 not therefore apply to an order to wind up, Act, s. 31 (2), made after the 
 above date, but it does apply to a winding-up under supervision or 
 voluntary wiudiug-up, see II. 17 [Ap. 92], following. 
 
 17. — [Ap. 92.] In all proceedings for the winding up 
 of a company under the supervision of the Court, or the 
 voluntary winding up of a company, to which these rules 
 apply, the rules contained in the General Order of the 
 High Court of Chancery dated the 11th of November, 
 1862, which relate to such proceedings, shall, so far as 
 applicable, be observed, subject to the following modi- 
 fications : — 
 
 " To which these rules apply." — See B. (Ap. 92) 1, p. 305. 
 
 Expressions in the said order relating to the Judge shall 
 be deemed to refer to the Judge of the High Court 
 within the meaning of these rules. 
 
 Expressions in the said order relating to the Chief Clerk 
 and the Chambers of the Judge shall be deemed to refer 
 to the Registrar and his office. 
 
 All orders shall be drawn up and filed in the office of the 
 Registrar in the manner hereinbefore provided with 
 reference to orders made on the compulsory winding 
 up of a company, and Rule 11 of these rules, relating 
 to the filing of affidavits and other documents in the 
 Registrar's office, shall apply to all such proceedings. 
 
 R. (Ap. 92) 
 17, 34. 
 
 of 1862 
 not to 
 apply in 
 com- 
 pulsory 
 windings- 
 up after 
 December 
 31, 1890. 
 
 Proceed- 
 ings in 
 windings- 
 up under 
 supervi- 
 sion and 
 voluntary 
 windings- 
 up. 
 
 " Drawn up."— K. (Ap. 92), 10, p. 
 " Filed."— See p. 373. 
 
 313. 
 
 REPEAL. 
 
 34. — [Ap. 92.] The rules mentioned in the first column Eepeal. 
 hereunder are annulled and modified to the extent men- 
 tioned in the second column : 
 
 e.w. 2 c
 
 386 
 
 Companies (1V.U.) Rules (1890-1895). 
 
 R. (Ap. 92) 
 35-37. 
 
 Rule. 
 
 Extent of annulment or modification. 
 
 Companies Winding - up 
 
 Rules, 
 
 
 1890: — 
 
 
 
 Kule 2 
 
 • 
 
 Definitions of " Court " and " Judge " 
 so far as relate to the High Court. 
 
 Eule 4 
 
 
 The whole. 
 
 Rule 53 . 
 
 
 The whole. 
 
 Rule 72 . 
 
 , 
 
 The whole. 
 
 Rule 119 . 
 
 . 
 
 The whole. 
 
 Rule 130a, paragraph (a) 
 
 
 As to any winding-up in the High 
 Court to which these rules apply. 
 
 Rule 145 . 
 
 . 
 
 The whole. 
 
 Rule 146 . 
 
 
 The whole. 
 
 The Companies Winding-up 
 
 Rules, 
 
 
 February, 1891 . 
 
 
 The whole of the rules. 
 
 Interpre- 
 tation. 
 
 INTERPRETATION. 
 
 35. — [Ap. 92.] (1.) In the application of the Companies 
 Winding-up Eules, 1890 and 1891, and these rules to any 
 winding-up matter to which these rules apply : — 
 
 " To which these rules apply."— See R. (Ap. 92) 1, p. 305. 
 
 Expressions relating to the Chief Clerks and Regis- 
 trars of the Chancery Division of the High Court 
 shall, except in Eule 133, be deemed to refer and be 
 construed as referring to the Registrar. 
 
 "Judge" shall in the High Court mean the Judge 
 who for the time being exercises the jurisdiction of 
 the High Court to wind up companies. 
 
 "Registrar" shall in the High Court mean and in- 
 clude any of the Registrars in Bankruptcy of the 
 High Court, and any person who shall be appointed 
 to fill the office of Registrar under these rules, and 
 where a winding-up matter is in the District Registry 
 of Liverpool or Manchester, shall mean the District 
 Registrar. 
 
 (2.) In these rules the expression "the rules "means 
 all the rules for the time being in force in relation to 
 winding-up matters (including these rules). 
 
 Forms. 
 Com- 
 mence- 
 ment, 
 
 FORMS. 
 
 $e,—[Ap. 92.] This rule is printed, p. 308. 
 37. — [Ap. 92.] These rules shall commence and come 
 into operation on the 6th day of May, 1892. They may
 
 Cowpanies (W.U.) Rules (1890-1895). 387 
 
 be cited as the Companies Winding-up Eules, 1892, and R.(Ap. 92) 
 shall be construed with and deemed to form with the 37 '_ 
 Companies Winding-up Eules, 1890, one set of rules. The short 
 forms in the Appendix to these rules shall be deemed to title, and 
 form part of the forms of the Companies Winding-up Clta ti° n - 
 Eules, 1890, and each form may be cited with reference 
 to the forms of the Companies Winding-up Eules, 1890, 
 by the number placed at the head of the form in square 
 brackets.
 
 388 
 
 Orders, d-c. 
 
 OKDEBS, &c. 
 
 COMPANIES (WINDING-UP) ACT, 1890. 
 
 ORDERS AS TO FEES. 
 
 I, the Right Honourable Hardinge Stanley, Baron Halsbury, Lord 
 High Chancellor of Great Britain, Do, by virtue of the powers vested iu 
 me by the Companies (Winding-up) Act, 1890, direct that the fees in the 
 scale hereto annexed shall, from and after the date of this Order, be the 
 fees to be paid in respect of proceedings under the said Act, in lieu of 
 the fees in the scale annexed to the Order of December 18, 1890. 
 
 (Signed) Halsbury, C. 
 
 Dated the 17th day of December, 1891. 
 
 See Act, s. 26, sub-s. 4. 
 
 SCALE OF FEES. 
 
 Table A. 
 
 £ s. d. 
 
 Every petition . 200 
 
 Every bond with sureties 10 
 
 Every subpoena or summons 3 
 
 Every order made in Court (except a winding-up order) . .10 
 
 Every order made in Chambers 5 
 
 Every affidavit fded other than proof of debts . . .020 
 
 For taking an affidavit or an affirmation, or attestation, upon 
 
 honour in lieu of an affidavit or a declaration, except for proof 
 
 (if debts, and except declaration by a shorthand writer under 
 
 Rule 10 (Form G) for each person making the same . . 1 G 
 And in addition thereto for each exhibit referred to therein 
 
 and required to be marked . . . . . . .010 
 
 On every proof of debt above £2 (other than proof for workmen's 
 
 wages under Rule 106) .010 
 
 Every application for search other than by petitioner, liquidator, 
 
 or officer of the company 10 
 
 Every office copy, each folio of 72 words 4 
 
 Every application to inspect liquidator's statement lodged with 
 
 Registrar of Joint Stock Companies under Section 15 of 
 
 the° Act ..026 
 
 E very copy of or extract from such statement, each folio of 72 
 
 words or figures 004 
 
 Every application by a committee of inspection to the Board of 
 
 Trade for a special bank account . . . • . .10
 
 1 s. 
 
 d. 
 
 2 
 
 
 
 10 
 
 
 
 10 
 
 
 
 Orders, dc. 380 
 
 Every order of t lie Board of Trade for a special bank account . 
 Every application by a liquidator to an Official Receiver acting 
 
 as committee of inspection 
 
 K. (90) 169. 
 
 Every application under Section 15 of the Act to the Board of 
 Trade for payment of money out of the Companies Liquida- 
 tion Account; and every application for the re-issue of a 
 lapsed cheque or money order in respect of moneys standing 
 to the credit of the Companies Liquidation Account : — 
 
 Where the amount applied for does not exceed £1 .010 
 "Where the amount applied for exceeds £1 . . . 2 G 
 
 On one copy of the cash book showing assets realised, 
 
 forwarded by the Official Receiver or liquidator to the Board 
 
 of Trade, a fee according to the following scale on the gross 
 
 amount of the assets realized and brought to credit, viz : — 
 
 On the first £5,000 or fraction thereof . . 1 per cent. 
 
 On the next £95,000 „ . * „ 
 
 On the next £400,000 „ „ J „ 
 
 On the next £500,000 „ » ■ • I » 
 
 Above £1,000,000 h » 
 
 For taxation of costs. — The same fees as those directed 
 to be paid and collected by the order for the time being as 
 to Supreme Court fees. 
 
 Table B. 
 
 I. — Where the Official Receiver acts as provisional liquidator 
 only. 
 (a.) If the petition is withdrawn or dismissed : — 
 
 Such amount as the Court may consider reasonable to be 
 
 paid by the petitioner (iu addition to the fee payable 
 
 on the petition) in respect of the services of the Official 
 
 Receiver as provisional liquidator. 
 
 (b.) Where a winding-up order is made but the Official 
 
 Receiver is not continued as liquidator : — 
 
 (1.) In respect of every 10 members, creditors and 
 debtors, and every fraction of 10 . . . . . 10 
 
 Provided that where the net assets of the company 
 are estimated not to exceed £500, three-fifths of the 
 above fee only shall be charged. 
 
 (This fee to include cost of official stationery, printing, 
 books, forms, and postages.) 
 
 (2.) On the value of the company's property as 
 estimated in the statement of affairs : — 
 On the first £5,000 or fraction thereof . . 1 per cent. 
 On the next £20,000 „ „ . * „ 
 On the next £75,000 „ „ . £ „ 
 Above £100,000 £ „ 
 
 II. — ]Yhere the Official Receiver is continued as liquidator 
 of the company {including his services as provisional 
 liquidator). 
 
 (1.) In respect of every 10 members, creditors and debtors, 
 
 and every fraction of 10 10 
 
 Provided that where the net assets of the company
 
 390 Orders, dc. 
 
 £ 
 are estimated not to exceed £500, three-fifths of the 
 ahove fee only shall be charged. 
 
 (This fee to include cost of official stationery, printing, 
 hooks, forms, and postages.) 
 
 (2.) Upon the total assets, including produce ot calls on 
 contributories, realized or brought to credit, after 
 deducting sums paid to secured creditors (other than 
 debenture-holders), and not being moneys received and 
 spent in carrying on the business of the company : — 
 
 On the first £1,000 or fraction thereof . 5 per cent. 
 
 On the nest £1,500 
 
 On the next £2,500 „ >, 
 
 On the next £5,000 „ 
 
 On the next £90,000 
 
 On the next £400,000 „ 
 
 On the next £500,000 „ „ 
 
 Above £1,000,000 
 
 (3.) On the amount distributed in dividend or paid to 
 
 contributories, &c Half the above percentages. 
 
 HI. — Where the Official Receiver is continued as liquidator 
 of the company for the purpose of carrying out a recon- 
 struction or other scheme by ivhich the affairs of the company 
 are wound up othervoise than by the realization and dis- 
 tribution of the assets : — 
 
 (1.) For every 10 members, creditors, and debtors, and 
 on any assets realized or distributed, the same fees as 
 are chargeable under No. II. of this Table. 
 (2.) On the estimated value of the company's property 
 (after deducting any amount realized), the same fees as 
 are chargeable under No. I. of this Table. 
 
 These fees to include the services of the Official 
 Eeceiver as provisional liquidator. 
 IV. — Travelling, keeping possession, legal and other reason- 
 able expenses of the Official Eeceiver, the amount dis- 
 bursed. 
 V. — On every payment under Section 15 of money out of the 
 Companies Liquidation Account, threepence on each pound 
 or fraction of a pound to be charged as follows : — 
 
 Where the money consists of unclaimed dividends, on 
 
 each dividend paid out. 
 "Where the money consists of undistributed funds or 
 balances, on the amount paid out. 
 
 Table C. 
 
 High bailiff for attending sittings of the Court, under each 
 
 winding-up order, per case . . . . . . .060 
 
 Serving every petition or subpoena or winding-up or other order 
 (not serviceable by post) within two miles, including 
 affidavit of service . . . . . . . .036 
 
 If serviceable by post . . . . . . . .010 
 
 Executing every warrant of seizure, or search warrant, or 
 warrant of apprehension, or order of commitment within 
 two miles of Court . . . . . . . . 10
 
 
 
 5 
 
 4 
 
 6 
 
 4 
 
 6 
 
 
 
 7 
 
 10 
 
 
 
 10 
 
 
 
 Orders, dc. 391 
 
 Keeping possession under a warrant, for each day the man is 
 actually in possession ; including affidavit of possession being 
 
 actually kept 046 
 
 (Not less than 3s. Gd. of the above sura is to be paid to 
 
 the man in possession, and. his receipt produced.) 
 
 High bailiffs or (in the London district) officer's man, 
 
 travelling to place of possession, or to execute a warrant 
 
 of or order of commitment, or to serve a summons or 
 
 subpoena, or for any other purpose specially directed by the 
 
 Court, per mile 
 
 His time, per day, where distance exceeds 10 miles . . .0 
 His expenses, per day ........ 
 
 If high bailiff of a County Court or officer of Supreme Court 
 directed by the Court personally to travel, per mile . . 
 
 His time, per day 
 
 His expenses, per day 
 
 We, the undersigned Lords Commissioners of Her Majesty's Treasury, 
 do hereby sanction the foregoing scales of fees, and do direct that the fees 
 mentioned in Table A. shall be taken in money, except when they are to 
 be taken by an officer of the Supreme Court of Judicature, or an officer of 
 the Board of Trade, or an officer in the Companies Registration Office, 
 and that the fees mentioned in Tables B and C shall be taken in money. 
 
 The documents to be stamped and the description of stamps to be used 
 shall be as provided in the schedule annexed hereto. 
 
 The adhesive stamps shall be Judicature Fee Stamps, when the fee is 
 to be taken by any officer of the Supreme Court of Judicature ; they shall 
 be stamps over-printed with the words " Companies Winding-up," when 
 the fee is to be taken by the Official Receiver or any other officer of the 
 Board of Trade ; and they shall be the stamps used for the purposes of 
 the " Companies Act " when taken by any officer in the Companies 
 Registration Office. 
 
 See extract from Order dated 28th July, 1892, infra. 
 
 They shall be cancelled by the various Court or other officials by per- 
 foration, or in such other manner as the Commissioners of Inland Revenue 
 may from time to time direct. 
 
 The impressed stamp shall be of such character as the said Commis- 
 sioners may adopt for the purpose. 
 
 And we further direct that wherever practicable the stamp shall be 
 affixed or the money paid in respect of every fee before the proceeding is 
 had in respect of which the fee is payable ; and that the charge to be 
 made by the London Gazette for the insertion of each notice authorized 
 by the Act or Rules shall be five shillings. 
 
 (Signed) Herbert Eustace Maxwell, 
 Sidney Herbert, 
 Two of the Lords Commissioners of 
 Her Majesty's Treasury. 
 Dated the 17th day of December, 1891.
 
 392 
 
 Orders, dc. 
 
 The Schedule above referred to. 
 
 Proceeding. 
 
 Every petition ..... 
 
 Every bond with sureties . 
 
 Every affidavit filed .... 
 
 Every subpoena or summons 
 
 Every order made in Court or Chambers 
 For taking an affidavit or an affirma- 
 tion, or attestation upon honour in 
 lieu of an affidavit or a declaration. 
 Every proof of debt above £2 
 
 Document to be 
 Stamped. 
 
 Every application for search 
 Every application to inspect 
 
 dator's statement. 
 Every copy or office copy . 
 
 liqui- 
 
 Every certificate of taxation by any 
 officer of the Court for any costs, 
 charges, or disbursements. 
 
 Petition . 
 Bond 
 Affidavit . 
 
 Subpoena 
 
 summons. 
 Order 
 Affidavit . 
 
 Proof 
 
 Application 
 Application 
 
 Office copy 
 
 Certificate 
 
 Character of 
 Stamp to be used. 
 
 Impressed. 
 Impressed. 
 Impressed or 
 
 adhesive. 
 Impressed. 
 
 Impressed. 
 Impressed or 
 adhesive. 
 
 Impressed or 
 
 adhesive. 
 Impressed. 
 Impressed. 
 
 Impressed or 
 adhesive. 
 
 Impressed or 
 adhesive. 
 
 COMPANIES (WINDING-UP) ACT, 1890. 
 OBDER AS TO FEES. 
 
 I, the Eight Honourable Hardinge Stanley, Baron Halsbury, Lord 
 High Chancellor of Great Britain, do, by virtue of the powers vested in 
 ine by the Companies (Winding-up) Act, 1800, direct that in cases where 
 the bead office of the company being wound up is situated out of England, 
 and the liquidation takes place partly in England and partly elsewhere, 
 such reduction may be made in the fees prescribed in the scale of fees 
 annexed to the order of 17tb. December, 1891, as may, on the application 
 of the Official Receiver, be sanctioned by the Court. 
 
 Dated the 21th day of June, 1892. 
 
 (Signed) Halsbury, C. 
 
 See The Federal Bank of Australia, 68 L. T. 728. 
 
 COMPANIES (WINDING-UP) ACT, 1890. 
 ORDEK AS TO FEES. 
 
 I, the Eight Honourable Farrer, Baron Herschell, Lord High Chancellor 
 of Great Britain, do, by virtue of the powers vested in me by the Com- 
 panies (Winding-up) Act, 1890, direct that, notwithstanding anything in 
 the Older as to Fees of the 17th December, 1891, in cases where the 
 Official Receiver is continued as Liquidator of a company for the purpose 
 of carrying out a reconstruction or other scheme, by which the affairs of
 
 Orders, &c. 393 
 
 the company are wound up otherwise than by the realization and distri- 
 bution of the assets, or where, during the period that the Official Receiver 
 is acting as Provisional Liquidator, the proceedings under the Winding-up 
 Order are stayed on the ground that a reconstruction or scheme of 
 arrangement has been sanctioned by the Court, such reduction may be 
 made in the fees prescribed in the Scale of Fees annexed to the Order of 
 17th December, 1891, as may, on the application of the Official Receiver, 
 and with the concurrence of the Board of Trade, be sanctioned by the 
 Court. 
 
 Dated the 24th day of August, 1893. 
 
 (Signed) Hersciiell, C. 
 
 COMPANIES (WINDING-UP) ACT, 1890. 
 
 OEDER OF THE LOED CHANCELLOE UNDER SEC- 
 TION ONE, SUB-SECTION (5), OF THE COM- 
 PANIES (WINDING-UP) ACT, 1890. 
 
 I, the Right Honourable Hardinge Stanley, Baron Halsbury, Lord 
 High Chancellor of Great Britain, do hereby, by virtue of the power vested 
 in me by section one of the Companies (Winding-up) Act, 1890, and all 
 other powers enabling me in that behalf, order that a County Court which 
 at the time of the coming into operation of the Companies (Winding-up) 
 Act, 1890, is excluded from having jurisdiction in bankruptcy shall be 
 excluded from having jurisdiction under the Companies (Winding-up) 
 Act, 1890, until further order, and the district of any such County Court 
 shall for the purposes of jurisdiction under the Companies (Winding-up) 
 Act, 1890, be attached until further order to the Court to which that 
 district is attached at the time of the coming into operation of this Act 
 for the purposes of jurisdiction in bankruptcy. 
 
 The 29th day of November, 1890. 
 
 (Signed) Halsbury, C. 
 
 HIGH COURT OF JUSTICE. 
 COMPANIES (WINDING-UP). 
 
 NOTICE AS TO TEANSFEE. 
 
 No application for the transfer of the winding up of a company or any 
 proceedings therein from a County Court to the High Court will be 
 entertained until the list of parties who have given notice of their inten- 
 tion to attend the hearing of the petition has been closed. 
 
 The party applying for such transfer must give 4 days 1 notice by 
 postal letter of the application for that purpose to the petitioner, 
 respondent, and to all parties in the list above mentioned. 
 
 Such letter must state that unless notice is given to the applicant by 
 any of the above-mentioned parties of intention to oppose, the application 
 for such transfer will be taken as not objected to by the parties. 
 
 No costs will be allowed to any parties appearing to support or oppose 
 a, transfer as above mentioned unless for special reasons the Judge shall 
 otherwise determine.
 
 394 Orders, dec. 
 
 NOTICE. 
 
 IN THE HIGH COURT OF JUSTICE. 
 
 COMPANIES (WINDING-UP). 
 
 MOTIONS. 
 
 A copy of the notice of every motion before the Judge must be left in 
 the office of the Registrar not later than 2 days before the day named for 
 hearing the motion. 
 
 A list of the motions will be prepared, and they will be taken in the 
 order in which they appear in such list. 
 
 AFFIDAVITS IN DEBENTURE ACTIONS. 
 
 All affidavits in actions by debenture-holders which have been or shall 
 be transferred to Mr. Justice Vaughan Williams are to be filed in this 
 office (Room 66, Bankruptcv Buildings). Judicature fee stamps are used 
 for these affidavits (Oct. 1892). 
 
 NOTICE AS TO STITCHING MAEGINS. 
 
 All summonses, affidavits, and other documents to be filed in this office 
 must have a stitching margin of at least one inch, and no document will 
 be accepted for filing without such stitching margin unless by the leave of 
 the Registrar. 
 
 15th February, 1893. 
 
 By Okdek. 
 
 DEBENTURE-HOLDER'S ACTIONS. 
 
 Every writ of summons in debenture-holder's actions shall be intituled 
 
 " In the matter of the Company " and in cases where the company 
 
 is in process of being wound up the action is to be specially assigned 
 to the judge having jurisdiction in the matter of the winding-up 
 (29 November, 1895). 
 
 This Practice Masters' Rule only applies to actions by debenture- 
 holders to enforce their security. Lock v. Queensland Investment Go. y 
 Times, 15th January, 1896. 
 
 REGULATIONS OF BOARD OF TRADE UNDER 
 R. (90) 176, AS TO LIQUIDATORS' ACCOUNTS, 
 AND PAYMENTS BY AND TO LIQUIDATORS. 
 
 (January, 1893.) 
 
 Remittances to Companies Liquidation Account. 
 
 1. All moneys received by a liquidator of a company which is being 
 wound up by order of the Court are required to be paid, without 
 deduction, to the companies liquidation account (unless an account with 
 any other bank has been authorized by the Board of Trade under
 
 Orders, &c. 395 
 
 section 11 of the Companies (Winding-up) Act, 1890), and remittances 
 are to be made once a week, or forthwith, if a sum of £200 has been 
 received. Kemittances may be made direct to the Bank of England, 
 Law Courts Branch, London, by cheque crossed " Bank of England, 
 credit of companies liquidation account." 
 
 2. The remittances to the Bank of England should be accompanied by 
 a receivable order (Form C, No. 7), and the counterpart or advice letter 
 should be transmitted by the same post to the Assistant Secretary, 
 Finance Department, Board of Trade. Halfpence should not be included 
 in remittances. Forms of receivable order will be supplied on application 
 to the inspector-general in companies liquidation. 
 
 3. By sub-section 6 of section 11 of the Companies (Winding-up) Act, 
 1890, a liquidator is absolutely prohibited from paying any sums received 
 by him as liquidator into his private banking account, and by sub- 
 section 4 it is enacted that if a liquidator at any time retains for more 
 than ten days a sum exceeding £50, or such other amount as the Board 
 of Trade in any particular case authorize him to retain, then, unless he 
 explains the retention to the satisfaction of the Board of Trade, he shall 
 pay interest on the amount so retained in excess at the rate of £20 per 
 cent, per annum, and shall be liable to disallowance of all or such jjart of 
 his remuneration as to the Board shall seem just, and to be removed from 
 his office by the Board, and shall be liable to pay any expenses occasioned 
 by reason of his default. 
 
 All current bills of exchange should be remitted to the companies 
 liquidation account. 
 
 Special Bank Account. 
 
 4. Where a special bank account is sanctioned by the Board of Trade 
 under the provisions of section 11 (3) of the Companies (Winding-up) 
 Act, 1890, all moneys received must be paid into the appointed bank. 
 The pass-book with the sjiecial bank should be forwarded at each audit. 
 
 Payments made to a Liquidator out of Companies Liquidation Account. 
 
 5. All necessary disbursements made by a liquidator on account of 
 a company to the date of his application for release will be repaid to 
 him out of any moneys standing to the credit of the company in the 
 companies liquidation account on application to the inspector-general 
 (Form C, No. 5). 
 
 Any expenses properly incurred by the liquidator after applying for, 
 but before obtaining his release, will be repaid to him by the official 
 receiver out of any funds available for the purpose. 
 
 6. Cheques to the order of the jjayee for sums which become payable 
 on account of the company may be obtained by the trustee (sic) on 
 application by him on Form C, No. G, for delivery by him to the parties 
 entitled. 
 
 7. Under no circumstances will the Board of Trade hold themselves 
 responsible for payments made on the requisition of the liquidator. 
 
 8. The inspector-general will be prepared to certify the balance stand- 
 ing to the credit of a company in the companies liquidation account, on 
 receiving from the liquidator a statement of the balance shown by the 
 bank columns of the cash book. 
 
 9. Moneys withdrawn from the bank should not be treated as receipts 
 from realizations, but should appear only in the " drawn from bank " 
 column of the cash book, the application of the money being entered in 
 the " payments " column. The payments into the bank should appear 
 only in the " paid into bank" column in the cash book.
 
 396 Orders, &c. 
 
 Cancellation of Cheques and Money Orders. 
 
 10. All applications for the cancellation of cheques and money orders 
 should be addressed to the inspector-general and should state the grounds 
 upon which the cancellation is required. 
 
 Payment of Dividends. 
 
 11. The payment of dividends will in every instance, except where a 
 special bank account has been authorized, be made by cheques on the Bank 
 of England, or money orders, which will be prepared by the Board of 
 Trade on the application of the liquidator (Form C, No. 40), and will be 
 transmitted to him for distribution amongst the creditors. The Board of 
 Trade will require ten days' notice to enable them to prepare the cheques 
 or money orders for dividends. As imperfect or inaccurate lists would 
 cause considerable inconvenience and increased labour, great care should 
 be exercised in the preparation of them, and in all cases of payment to 
 executors, trustees, representative officials, &c, the name or names should 
 be inserted in the list. 
 
 The several payees in the lists should be numbered consecutively, so 
 that for the purpose of identification corresponding numbers may be 
 affixed to the cheques and money orders. 
 
 The total amount of the dividend payable should be charged in the cash 
 book in one sum. If the dividend has been paid by cheques on the com- 
 panies liquidation account, the liquidator on the expiration of six months 
 from the date of issue, or on application for his release, if that event 
 occurs earlier, should return any cheques or postal orders remaining in 
 hand to the Assistant Secretary, Finance Department, Board of Trade. 
 
 If the dividend has been paid through a special bank, the liquidator 
 will be required, at the expiry of six months from the date of the 
 declaration of a dividend, to forward to the inspector-general for audit, 
 vouchers for the dividends paid and a list of those remaining unclaimed. 
 The liquidator will then be furnished with a receivable order for payment 
 into the Bank of England of the amount of the dividends unclaimed. 
 
 Under no circumstances should unclaimed dividends be credited to the 
 estate without the previous sanction of the inspector-general. 
 
 EEGULATIONS APPEOVED BY THE BOARD OF 
 TRADE AND THE COMMISSIONERS OF INLAND 
 REVENUE AS TO QUEEN'S TAXES ASSESSED 
 ON COMPANIES WOUND UP BY THE COURT. 
 
 1. "Where a winding-up order is made on or after the 1st December in 
 the year of assessment, or the official receiver or liquidator remains in 
 possession of the premises in respect of which Queen's taxes are assessed 
 under a winding up-order made prior to the 1st December until the 
 1st January next following, the collector shall be entitled to prove for the 
 said taxes, viz. the income tax (Schedule A), inhabited house duty, and 
 land tax assessed on the company up to the 5th April next following the 
 date of the winding-up order, and such proof shall rank for dividend. 
 
 2. Where a winding-up order is made prior to the 1st December in 
 the year of assessment, the Inland Kevtnue authorities will make no 
 claim on the official receiver or liquidator for income tax (Schedule A), 
 inhabited house duty, and land tax for the year ending 5th April next
 
 Orders, &c. 397 
 
 following the date of the winding-up order, unless the official receiver or 
 liquidator remains in possession of the premises in respect of which the 
 taxes are assessed until the following 1st January. 
 
 3. Where the official receiver or liquidator disposes of a business as a 
 going concern, he will allow to the purchaser the proportion of the income 
 tax (Schedule A) and land tax for the current year to the date of the 
 completion of the purchase, and the purchaser shall become liable to the 
 Inland Revenue authorities for the tax in question for the whole year. 
 
 4. Provided always that nothing; in these regulations shall be deemed 
 to interfere with the right of the Crown to enforce payment of income tax 
 (Schedule A) and land tax actually due and payable by distress levied 
 on the property of the company. These taxes for the year ending 5th 
 April next following the date of the winding-up order should therefore be 
 dealt with on the footing of " secured " debts, and be paid by the official 
 receiver or liquidator on demand without any proof on the part of the 
 collector if on or after the 1st January in the year of assessment there are 
 on the premises sufficient goods belonging to the company on which the 
 collector might levy, and notice of any such claim should be given to the 
 official receiver or liquidator by the collector forthwith upon the making 
 of the winding-up order. If at such time there are no goods upon which 
 distress can be levied, proof of the debt may be made by the collector as 
 directed in paragraph 1, and such proof shall, if found correct, be admitted 
 and rank for dividend. 
 
 In like manner any income tax (Schedule A) and land tax assessed 
 on the company up to the 5th April next before the date of the winding- 
 up order should be dealt with as secured debts if there are at the time of 
 the collector's demand sufficient goods on the premises on which he might 
 levy. If there are no such goods, proof of the debt may be made by the 
 collector, and such proof shall, if found correct, be admitted as a prefer- 
 ential claim in so far as it relates to taxes payable in full under s. 1 (la) 
 of the Preferential Payments in Bankruptcy Act, 1888, and as ranking for 
 dividend for any part thereof not so payable in full. 
 
 5. Where income tax is outstanding under Schedules B, D, or E, 
 the Inland Revenue authorities will, on receipt of an affidavit by the 
 secretary or other officer of the company, with a certificate by the official 
 receiver or liquidator, setting out that no income taxable under such 
 schedule has been made, forego all claim to payment of the tax, whether 
 the same is payable in full under s. 1 (la) of the Preferential Payments in 
 Bankruptcy Act, 1888, or otherwise, but the waiver of claim under this 
 regulation "shall not embrace rents, royalties, interest of money, or 
 annuities or fees, or salaries from which deductions have been made on 
 account of income tax. 
 
 6. In cases where an affidavit by the secretary or other officer of the 
 company cannot be obtained, the certificate of the official receiver or 
 liquidator may be accepted as sufficient evidence. 
 
 The following form is appended to the above regulations : — 
 
 Form. 
 
 The Preferential Payments in Bankruptcy Act, 1888, and the 
 Companies Acts, 1862 to 1890. 
 
 In the matter of , Limited. 
 
 I, , of , of the above-named company, do hereby make 
 
 oath and say as follows : — 
 
 1. That {the words in brackets to be left out in claims under Schedule 
 B or E) [by virtue of an Act of Parliament, 5 & 6 Vict. c. 35, s. 134]
 
 398 Orders, &c 
 
 the said company is justly and truly entitled to be relieved of the payment 
 of the sum of £ , being the amount of income tax charged to the 
 
 said company under Schedule , from the 6th April, 189 , to the' 5th 
 April, 189 , the ground of exemption bein^; that no income taxable under 
 the said schedule has been made by the said company {the ivords " by the 
 said compani)" to be left out in cases of Schedule E, assessment of fees, 
 salaries, &c, paid to directors, &c.) during the aforesaid period. 
 
 Sworn at , in the county of 
 
 this day of , 189 . 
 
 Before me 
 
 'I -
 
 PART III. 
 
 VOLUNTAEY WINDING-UP AND WINDING-UP 
 UNDER THE SUPERVISION OF THE COURT.
 
 Voluntary Winding-up. 401 
 
 CHAPTER I. 
 
 VOLUNTARY WINDING-UP. 
 
 What companies may be wound up moval of liquidator. 
 
 voluntarily. Powers and duties of liquidator. 
 
 "When and how companies may he General powers. 
 
 wound up voluntarily. Several liquidators. 
 
 Commencement of winding-up. Applications to the Court, s. 138. 
 
 Consequences of voluntary winding- Winding-up order after voluntary 
 
 up. liquidation. 
 
 Appointment, remuneration, and re- Dissolution. 
 
 Voluntary windings-up are conducted under the pro- Chap. I. 
 visions of the Act and general orders of 1862. They are - 
 
 not affected by the Act and rules of 1890 except to the ™£™" 
 
 extent in the Act mentioned. The principal sections affect- winding- 
 
 ing voluntary winding-up are ss. 10 and 14. up. 
 
 What companies may be wound up voluntarily. — Any 
 
 company registered under the Act of 1862, or under the 
 former Joint Stock Companies Acts, although not re- 
 registered under the present Act (a), can be wound up 
 voluntarily (&), but no unregistered company can be wound 
 up either voluntarily or under supervision (c) . 
 
 As to industrial and provident societies and building 
 societies, see ante, Part I., Chap. II., pp. 11, 13. 
 
 When and how companies may be wound up voluntarily. — 
 A company may be wound up voluntarily under the 
 following circumstances : — 
 
 (1.) Whenever the period, if any, fixed by the articles 
 expires, or the event, if any, upon which the company is 
 to be dissolved, occurs, and the company in general meet- 
 ing has passed a resolution requiring the company to be 
 wound up voluntarily (d). 
 
 ('2.) Whenever the company has passed a special resolu- 
 tion — that is to say, a resolution passed by three-fourths 
 
 (a) Torquay Bath Co., 32 Beav. Ch. 15. 
 
 581 ; London India Rubber Co., 1 (b) Bee ss. 175, 176, 180, 199. 
 
 Ch. 329 (continued under super- (c) S. 199 (2). 
 
 vision); Beaujolais Wine Co., 3 (d) S. 129 (1). 
 
 E.W. 2 D
 
 402 
 
 When Company can he so wound up. 
 
 Chap. I. 
 
 Volun- 
 tary 
 Winding- 
 up. 
 
 of the members present at a meeting, and confirmed by a 
 subsequent resolution passed by a majority at a meeting 
 held at an interval of not less than fourteen days nor 
 more than one month from the date of the first meeting (a) 
 — requiring the company to be wound up voluntarily (/>). 
 The interval of fourteen days means fourteen clear days, 
 exclusive of the respective days of meeting (c). But if the 
 interval is less than fourteen clear days, the statutory 
 defect in the resolution only affects the position of the 
 company and its shareholders inter se, and does not 
 concern the creditors (d). It is only necessary to send 
 the notices of the general meeting to shareholders within 
 the jurisdiction (e). Care should be taken to give a 
 proper notice of the second meeting to confirm the re- 
 solutions ; both meetings cannot be called by the one 
 notice (/). 
 
 (3.) Whenever the company has passed an extraordinary 
 resolution— that is to say, a resolution passed by three- 
 fourths of the members present at a meeting, and not 
 requiring confirmation — that it has been proved to their 
 satisfaction that the company cannot, by reason of its 
 liabilities, continue its business, and that it is advisable 
 to wind up the same (gr). 
 
 This will be the quickest mode when the company is in 
 difficulties and insolvent. The notice of the meeting 
 should refer clearly to the intention to pass a final resolu- 
 tion, and also state that the company cannot by reason 
 of its liabilities continue its business ; but the words of 
 sub-s. 3 of s. 129 will be sufficient for that purpose (h). 
 
 (a) See the full provisions of ss. 
 51, 52, 53. As to the necessity of 
 the resolution being confirmed at a 
 subsequent meeting, see Hornby s 
 Case, 16 W. K. 1164. As to what 
 is a valid demand of a poll, see 
 Phoenix Electric Light Co., 48 
 L. T. 260. As to voting by show 
 of hands and poll, see Bidwell 
 Bros. [1893], 1 Ch. 603 ; Horbunj 
 Bridge Coal Co., 11 Ch. D. 109 ; 
 Caloric Engine, &c, Co., 52 L. T. 
 846 ; not followed iu Bidwell Bros., 
 supra. As to the authority of the 
 chairman of a general meeting, see 
 Be Indian Zocdone Co., 26 Ch. D. 
 70; Syhes v. National Dwellings 
 Co. [1894], 3 Ch. 159. 
 
 (b) S. 129 (2). 
 
 (c) Railway Sleepers Supply Co., 
 
 29 Ch. D. 204. 
 
 (d) Miller s Dale, etc., Lime Co., 
 31 Ch. D. 211. 
 
 (e) Union Hill Silver Co., 22 
 L. T. 400. See s. 52, as to seven 
 days' notice in the absence of any 
 special regulations. As to irregu- 
 larity in summoning a meeting on 
 notices, see Browne v. La Trinidad, 
 37 Ch. D. 1. 
 
 (/) Alexander v. Simpson, 43 
 Ch. D. 139. 
 
 (g) See the full provisions of s. 
 129 (3). 
 
 (h) Stone v. City and County 
 Bank, 3 C. P. D. 282. In Brid- 
 port Old Brewery Co., 2 Ch. 191, 
 and SilJcstone Fall Colliery Co., 1 
 Ch. D. 38, the resolution was held 
 invalid.
 
 TARY 
 
 Wi 
 
 UP. 
 
 When Company can be so wound up. 403 
 
 When it is also intended to appoint a liquidator at the Chap. I. 
 same meeting, this should be specified in the notice (a). 
 
 In order that the resolutions may be valid, the regula- ^olun- 
 tions of the company as to summoning, and as to the wmtoing- 
 conduct of, the meeting must be observed (&). 
 
 If the resolution is good in itself, it is not invalidated 
 by being mixed up with other resolutions which have not 
 been regularly passed, but are intra vires; nor, even it 
 seems, by being associated with some which are ultra 
 vires (c). 
 
 The resolution, whether special or extraordinary, must 
 be advertised in the Gazette (d) ; and the chairman of 
 the meeting must sign the notice for insertion, and his 
 signature must be attested by a witness. There will also 
 be a duplicate, verified by statutory declaration of a 
 director, officer, or shareholder present at the meetings. 
 
 When the articles of association provide that a poll shall 
 be taken " in such manner as the chairman shall direct," 
 if, at a meeting to consider a resolution for a voluntary 
 winding-up, a poll be demanded, it may be taken then and 
 there by the direction of the chairman (e). But this 
 cannot be done when the articles are not so worded (/). 
 
 Where, by the articles of association, voting by proxy is 
 allowed, although no poll is demanded, the chairman, in 
 ascertaining the number of votes given, must count the 
 vote of each person who has given a proxy, not accord- 
 ing to the number of shares held by him, but as one 
 vote(</). 
 
 The validity of a winding-up order cannot be questioned 
 in any proceeding taken in the winding-up, but this 
 is not the case as regards a resolution to wind up volun- 
 tarily (h). 
 
 As to restraining a company from holding meetings to 
 pass resolutions, see case below (i). A very strong case 
 
 (a) Stearic Acid Co., 32 L. J. (/) British Flax Producers Co., 
 Ch. 784. See infra, p. 406, as to 60 L. T. 215. As to ruling of 
 notice. chairman on an amendment, Hen- 
 
 (b) Cambrian Peat, &c, Co., Ex derson v. Bank of Australasia, 63 
 v. Molt & Turner, 31 L. T. 773. L. T. 597. 
 
 (c) Ex p. Fox, 6 Ch. 176; Cleve (</) Bldwell Bros. [1893], 1 Ch. 
 v. Financial Corp., 16 Eq. 363; 603, not following Re Caloric 
 Clinch v. Financial Corp., 4 Ch. Engine, &c, Co., 52 L. T. 846. 
 117. {h) Bridport Old Brewery Co., 
 
 (cl) S. 132. See furm, p. 577. supra. 
 
 (e) CldlUngton Iron Co., 29 Ch. 
 D. 159 ; Phoenix Electric Light Co., 
 
 supra. 
 
 (%) British Water Gas Syndi- 
 cate v. Notts, (fee, Co., W. N. 1889, 
 p. 204, 6 T. L. It. 44.
 
 404 Consequences of Voluntary Winding-up. 
 
 Chap. I. must be made out to shew that the power to wind up 
 
 voluntarily should not be exercised (a). 
 
 Volun- Notice of a special resolution to wind up must be sent 
 
 Winding- to the Re £ istrar of Joint Stock Companies (b). 
 
 UP. 
 
 Commencement of winding-up. — The voluntary winding-up 
 
 is deemed to commence at the time of the passing of the 
 resolution to wind up (c), and, in the _ case of a special 
 resolution, from the confirmatory resolution (<1). 
 
 See hereon ante, Part I., Chap. VI., p. 77. 
 
 Where, upon a petition to wind up, a provisional 
 liquidator is appointed, and a resolution subsequently 
 passed for a voluntary winding-up, the authorities con- 
 flict as to what is the commencement ; the true view, 
 it is submitted, is that it commences at the date of the 
 resolution (e). 
 
 Consequences of voluntary winding-up (/). — From the date 
 of the passing of the resolution the company must cease to 
 carry on business, except for the purpose of winding up its 
 affairs (g), and it cannot, therefore, amalgamate after that 
 time with another company, notwithstanding provisions 
 in the articles of association (//.). 
 
 No shares can be transferred, except to or with the 
 sanction of the liquidators (i), and the status of the 
 members of the company is to be in no way altered (k). 
 Liquidators have sanctioned transfers of shares on the 
 terms of the transferor executing deeds-poll to guarantee 
 payment by their transferees of all calls (/). 
 
 But members of a company may transfer their shares at 
 any time before the resolution has been passed, notwith- 
 standing they know that such a resolution is about to be 
 
 (a) Ellis v. Dadson & Co., p. Bradshaw, 15 Ch. D. 465. 
 W. N. 1891, p. 43. (/) See also ante, Part I., Chaps. 
 
 (6) See s. 53. V. and VI. 
 
 (c) S. 130. (g) S. 131. 
 
 (d) Baives's Case, 6 Eq. 232 ; (h) London, Bombay, and Medi- 
 Weston's Case, 4 Ch. 20 ; Hornby's terranean Bank, 36 L. J. Ch. 
 Case, 16 W. R. 1164. See Dry 785. 
 
 Bocks Corp. of London, 39 Ch. D. (i) See Imperial Land Co. of 
 
 306. See Imperial Land Co. of Marseilles, Vining's Case, 6 Ch. 96 
 
 Marseilles, Exp. Colborne, 11 Eq. and 103, as to the meaning of the 
 
 478. above words. 
 
 (e) West Cumberland Iron, &c, (k) S. 131. 
 
 Co., 40 Ch. D. 361 ; Emperor Life (/) Cleve v. Financial Corp., 
 
 Ass. Soc, Ex p. Ilolliday, 31 Ch. 16 Eq. 363. 
 D. 78; Colonial Trusts Corp., Ex
 
 Consequences of Voluntary Winding-up. 405 
 
 passed (a). And a transfer registered after the preliminary Chap. I. 
 but before the confirmatory resolution is good (b). 
 
 If a stockbroker sells shares for the defendant after the voldn- 
 resolution to wind up, the defendant cannot refuse to WlNDING . 
 execute a transfer though it might be nugatory (c). UP . 
 
 A member cannot repudiate his shares on the ground of 
 
 fraud after the resolution to wind up (d), 
 
 Liquidators have no power to cancel a valid forfeiture of 
 shares made before the resolution (c). 
 
 Upon the appointment of liquidators, all the powers of 
 the directors cease, except in so far as the company in 
 general meeting, or the liquidators may sanction the 
 continuance of such powers (/). But with the sanction 
 of the liquidators or of a general meeting (which can be 
 called at any time by the liquidators) directors can 
 exercise their powers; thus, they can enforce payment 
 of calls by sale or forfeiture of shares after winding up 
 with such sanction (g). The directors do not cease to be 
 officers of the company on the commencement of the 
 winding-up, and they are bound to answer interroga- 
 tories in an action brought by the liquidator in the 
 name of the company for arrears of calls (k). _ 
 
 The company, however, exists with all its corporate 
 powers until the winding-up has been finally completed (i) . 
 
 A mere voluntary resolution to wind up will not stop 
 interest from running; but in a voluntary winding-up, 
 followed by a supervision order, interest stops from the 
 date of the confirmatory resolution (A). 
 
 The voluntary liquidation of a company does not in- 
 capacitate it from performing a contract, as the liquidators 
 have power under ss. 95 and 131 to continue the con- 
 tract (/). As a general rule, it is equivalent to dismissal 
 
 (a) Taurine Co., 25 Ch. D. 118. (/) S. 133 (5). _ # 
 
 See ante, Part I., Chap. VIII., (g) Fairbairn Engineering Co., 
 
 137 LadiVs Case [1893], 3 Ch. 450. 
 
 (b) Hornby's Case, 16 W. K. (A) Madrid Bank v . Bayley 
 -Qy/ L. K. 2 Q. B. 37. See Diamond 
 
 (c) Biederman v. Stone, L. E. 2 Fuel Co., 13 Ch. D. 400, as to 
 C P. 504. power of directors to appeal. 
 
 '(d) See the case?, ante, p. 141, (i) S. 131. 
 
 and Stone v. City and County Bank, (k) Imperial Land Co. of Mar- 
 
 3 C P D 282 • Tennent v. City of settles, Ex p. Colborne <<* btraw- 
 
 Glasgoio Bank, 4 App. Cas. 615. bridge 11 Eq. 478. See ante 
 
 See the principle in Oakes v. Tur- Part I., Chap. VII., p. 'J,, as to 
 
 quand L. R. 2 H. L. 325. the effect of a compulsory order on 
 
 (e) Dawes's Case, 6 Eq. 232. interest running. 
 
 See ante, Tart 1., Chap. VIII., (/) British Waggon Co. v. Lea ■& 
 
 p. 135. Co., 5 Q. B. D. 149.
 
 406 
 
 Liquidator. 
 
 Volun- 
 tary 
 Winding- 
 up. 
 
 Chap. I. of the servants of the company (a). If, however, a reso- 
 lution to wind up voluntarily disables a company from 
 performing its contracts, it may be answerable in damages 
 for a breach of them (b) ; but, generally speaking, a 
 winding-up order is not equivalent to a breach of con- 
 tract (c). 
 
 It has been held that s. 131 does not amount to a prohibi- 
 tion of contracts not necessary for the beneficial winding up 
 of the company, though they may not be binding as between 
 shareholders and liquidator (d) ; and even assuming it does 
 amount to such a prohibition, the onus of proof would be 
 on the defendant to shew that the contract was not 
 requisite for the beneficial winding-up, not on the com- 
 pany to shew that it is beneficial (e). 
 
 Appointment, remuneration, and removal of liquidator. — 
 The liquidator or liquidators must be appointed by the 
 company in general meeting (/), unless the company dele- 
 gate this power by an extraordinary resolution to its 
 creditors, or to a committee of them (g). In the case of an 
 extraordinary resolution, liquidators may be appointed at the 
 one meeting held (h) . In the case of a special resolution, 
 the appointment of liquidators, made at the first meeting, 
 and confirmed at the second, is good (i) ; and this is the 
 usual mode of appointment. If this plan is not adopted, 
 and liquidators are not proposed when the resolution is 
 passed at the first meeting, the appointment is generally 
 made at the second meeting after the special resolution has 
 been confirmed. Notice of the proposed appointment is 
 usually given, and, as a rule, also the name of the person 
 is stated, and, sometimes, the fixing of the remuneration is 
 referred to. If it is intended to give one of the liquidators 
 special powers, e.g. a general power of compromise (A;), 
 this should be stated in the resolution. It seems that the 
 liquidators may be lawfully appointed, though no notice of 
 
 (a) Shirreff's Case, 14 Eq. 417. 
 See /Stirling v. Maitland, 5 B. & S. 
 840 ; Ex p. Maclure, 5 Ch. 737 ; 
 Patent Floor Cloth Co., 26 L. T. 
 467, as to claims by officers and 
 servants in a voluntary winding- 
 up. See ante, Part I., (Jhap. VII., 
 p. 93, as to claims by servants and 
 others. 
 
 (b) Inchbald v. Western Neil- 
 gherry Coffee Co., 17 C. B. N. S. 
 733 ; 5 N. R. 52. 
 
 (c) Liudley, 1469 (4th ed.). 
 
 (d) Bate-man & Co. v. Ball, 56 
 L. J. Q. B. 291. 
 
 (e) Hire Purchase Furnishing 
 Co. v. Pichens, 20 Q. B. D. 387. 
 
 (/) S. 133. 
 
 (g) See ss. 135, 137. 
 
 (/<) See ante, p. 402, as to an ex- 
 traordinary resolution. 
 
 (i) London and Australian 
 Agency Co., 22 W. R. 45. See 
 Petersburg Gas Co., 24 W. K. 
 230. 
 
 («•) See form, post, p. 577.
 
 Liquidator. 407 
 
 the resolution to appoint them has been given (a) ; but it Chap. I. 
 would certainly not be advisable to omit the notice. 
 
 A resolution appointing a liquidator is operative only 
 
 Volun- 
 tary 
 
 when there is an effective resolution to wind up. Where, winding- 
 therefore, a special resolution to wind up voluntarily which up. 
 
 requires confirmation, has been passed at the first meeting, 
 
 although it is unobjectionable to pass at the same meeting 
 a resolution appointing a liquidator, the latter resolution 
 by itself can have no effect ; and if at the subsequent 
 meeting the latter is rejected, it is immaterial that the 
 principal resolution, i.e. to wind up, has been confirmed (b). 
 Nor is it possible to fall back upon the resolution appoint- 
 ing a liquidator which was passed at the first meeting, 
 and treat it as binding (b). 
 
 All proceedings taken by liquidators before any invalidity 
 of appointment is discovered are valid; but after the 
 appointment has been clearly shewn to be invalid any 
 proceedings taken by them are abortive (c). 
 
 If there is no liquidator the Court may, on the application 
 of a contributory, appoint one (d) . The application will be 
 by petition or motion, or, if the judge shall so direct, by 
 summons at chambers (e). 
 
 As to the validity of appointment notwithstanding any 
 defect in appointment or qualification, see s. 67. 
 
 The remuneration of the liquidators is to be fixed by the 
 company in general meeting (/). This remuneration is, as 
 before stated, in some cases, fixed at the meeting at which 
 the appointment of liquidators is made, but frequently not 
 until some subsequent meeting. If necessary or desirable, 
 as in the case of insolvent companies, application can be 
 made to the Court to fix the remuneration (g). The 
 remuneration, of course, varies according to circumstances, 
 but sometimes a resolution is passed that it shall be in 
 accordance with the scale usually adopted by the Court. 
 
 The liquidators frequently pay the solicitors' bill of costs 
 
 (a) Oakes v. Turquand, L. E. (c) Bridport Old Brewery Co., 
 2 H. L. 325, 355. See as to notice 2 Ch. 191 ; Hallows v. Fernie, 
 of intention to appoint liquidators, 3 Ch. 467. 
 
 Indian Zoedone Co., infra, and cf. (d) S. 141. Sheppy Portland 
 
 Anglo- Calif or nian Co. v. Lewis, 6 Cement Co., W. N. (1892), p. 184. 
 
 H. & N. 174; Stearic Acid Co., 11 (e) Gen. 0. 1802, r. 51. British 
 
 W. R. 980; Bridport Old Brewery Envelope Manufacturing Co., W.N. 
 
 Co., 2 Ch. 191 ; Welsh Flannel Co., 1885, p. 84. 
 
 20 Eq. 360, and ante, p. 403. (/) SS. 133 (3), 135. As to 
 
 (b) Indian Zoedone Co., 26 Ch. order of payment, see ante, Part I., 
 D. 70. See London and Austra- Chap. XIV., p. 248. 
 
 lian Agency Co., supra. (</) SS. 93, 138.
 
 408 
 
 Liquidator. 
 
 Volun- 
 tary 
 Winding 
 up. 
 
 Chap. I. without taxation, with an undertaking from them, in some 
 cases, to refund any items disallowed. A summons should 
 be taken out to obtain taxation of costs (a). 
 
 Provision is made by s. 140 for filling up any vacancy 
 in the office of liquidator by death, resignation, or other- 
 wise (b). The Court may also, on due cause shewn — that 
 is to say, " where there is some unfitness in the wide 
 sense of the term " (c) — remove any liquidator and appoint 
 another (d). The section applies where a motion is made 
 for removal and the liquidator consents to retire (e). It 
 is not necessary to shew personal misconduct, but it must 
 be desirable in the interests of the liquidation that the 
 particular person should not be liquidator (/). Where 
 a supervision order has been made, and it appears that 
 the debts of the company will exceed its assets, it seems 
 that the fact that all the company's creditors desire the 
 removal of a liquidator appointed by the shareholders is 
 "due cause" for his removal (ry). A liquidator who went 
 to Canada was removed (h). A lunatic liquidator has been 
 removed upon the ex parte motion of a shareholder, with 
 the usual reference to chambers to appoint a new liquidator, 
 and a direction that the order be served on the company (i). 
 Where a liquidator was intimate with directors and refused 
 to take proceedings against them, it was held that due 
 cause was shewn for removing him (k). The wishes of 
 shareholders will be considered by the Court (I). 
 
 Although the Court of Appeal will only reverse the 
 decision of a judge of first instance as to a matter within 
 his judicial discretion where very strong grounds for doing 
 so are shewn, yet the case of the removal of a liquidator is 
 not one of pure judicial discretion, and the Court of Appeal 
 must be satisfied that due cause has been shewn (m). 
 
 The application under s. 141 will be made by petition or 
 motion, or, if the judge direct, by summons at cUambers(»). 
 The direction that the application should be made by 
 
 (a) S. 138. 
 (6) See s. 140. 
 
 (c) Sir John Moore Gold Minimi 
 Co., 12 Ch. D. 325. 
 
 (d) S. 141. 
 
 (e) Sheppy Portland Cement Co., 
 W. N. (1892), p. 184. 
 
 (/) Ada in, Eyton, Ld., Ex p. 
 Charlesworth, 36 Ch. 1). 2i)'.t; Ox- 
 ford Building, &c, Co., 41) L. T. 
 495. 
 
 (r/) Oxford Building, <&c, Co., 
 49 L. T. 495. 
 
 (h) Scotch Granite Co., 17 L. T. 
 533. 
 
 (i) North Motion Mining Co. y 
 54 L. T. (302. 
 
 (k) Sir John Moore Mining Co.,. 
 supra. 
 
 {I) British Nation Ass., supra. 
 
 {m) Sir John Moore Gold Alining 
 Co., supra. Cf. in bankruptcy, Lx 
 p. Sheard, lie Fooley, 10 Cu. D. 
 107. 
 
 {n) Gen. 0. 1862, r. 51.
 
 Powers of Liquidator. 409 
 
 summons may be given at the hearing of a summons, but Chap. I. 
 
 the applicant may be put upon terms as to costs (a). _ 
 
 On an application for the appointment of another liqui- ^' u n- 
 dator in addition to, or in substitution for, the liquidator winding- 
 appointed by a general meeting of shareholders, notice up. 
 must be given to the liquidator of such application (6). 
 
 Powers and duties of liquidator. — Liquidators ought, as 
 far as possible, in carrying their powers into effect to keep 
 in view the same rules, and proceed upon the same prin- 
 ciples, as those which guide the Court in a compulsory 
 winding-up. The company may, by an extraordinary 
 resolution, enter into any arrangement with three-fourths 
 in number and value of the creditors with respect to the 
 powers of, and the manner in which they are to be exercised 
 by, the liquidators (c). 
 
 In the absence of fraud, mala fides, or personal mis- 
 conduct, no action for damages will lie against a liquidator 
 by a creditor or contributory for delay in paying the 
 creditor's debt, or in handing over to the contributory his 
 share of the assets (d). 
 
 General powers.— (1.) The liquidators may, without the 
 sanction of the Court, exercise all the powers given to 
 liquidators in a winding-up by the Court (e). But the 
 voluntary liquidator may, if he thinks it desirable, apply, 
 under the 138th section, for the approval and confirmation 
 by the Court of any matter (/). And he will generally do 
 so if the question is of great importance. 
 
 (2.) The liquidators may exercise the powers given to 
 the Court of settling the list of contributories (g) . The form 
 of the list will be that presented by the Act of 1890. It 
 would be advisable that the liquidator should give notice 
 to contributories of an appointment to settle the list ; but 
 the notice is not absolutely necessary, as in the case of a 
 winding-up by the Court under that Act (h) . 
 
 There is a very great distinction between settling the 
 
 (a) British Envelope Manufac- (e) S. 133 (7) ; 53 & 54 Vict. c. 
 turing Co., W. N. 1885, p. 84. G3, s. 4 (3). 
 
 (b) Oxford Building, &c, Co., 
 supra. 
 
 (c) SS. 135 and 136. As to this G0^ ; and s. 95. 
 power, see ante, Part I., Chap. X., (</) S. 133 (8). 
 p. 104; and as to arrangements (h) Brighton Arcade Co. v. Dow- 
 under the Act of 1870, see post, ling, L. H. C. Y. 175, at p. L87; 
 Part IV. London Bank of Scotland, W. N. 
 
 (d) Knoivhs v. Scott, W. N. 18G7, p. 114. 
 1891, p. 39. 
 
 (/') kcinde, Punjaub, &c, Bank 
 Corp., W. N. 1867, p. 41 ; 15 L. T.
 
 410 Powers of Liquidator. 
 
 Chap. I. list of the contributories and making calls in the case of a 
 
 winding-up by the Court, and settling the list and making 
 
 Volun- ca u B j n t ne case of a voluntary winding-up. In the 
 
 Winding- former case, an order made upon a contributory under 
 
 up. s. 101 for a call is, subject to the provision for appeal, 
 
 — made conclusive evidence that the money is due. In the 
 latter, the list of contributories settled by the liquidator 
 is, under s. 133, made only prima facie evidence of the 
 liability of the persons named therein to be contributories. 
 Again, in a winding-up by the Court an order for a call 
 may be enforced by execution (s. 120) ; whereas, in the 
 case of a voluntary winding-up, the payment of a call 
 can only be enforced by action, or by application under 
 s. 138 (a). 
 
 The liquidator, where there are many disputed cases, 
 sometimes applies to the Court by summons to settle the 
 list. In ordinary cases he should not apply under s. 138 
 for a declaration that an alleged shareholder is liable to 
 contribute to the assets, and for an order on the share- 
 holder to pay the amount (//). The proper mode of pro- 
 cedure is for the liquidator to place the name of the alleged 
 shareholder on the list of contributories, and leave the 
 shareholder to take any steps he may think proper to have 
 his name removed therefrom ; and this course should be 
 followed, even if all the shares are fully paid except those 
 of an alleged shareholder, who disputes his liability (c). 
 
 It seems that the liquidators have power to rectify the 
 register without coming to the Court {d) ; but it is doubtful 
 whether in a winding-up under supervision they have this 
 power (e). 
 
 (3.) The liquidators may, at any time after the resolu- 
 tion for winding-up, make calls, or enforce calls made by the 
 directors (/), upon all or any of the contributories to the 
 extent of their liability (//), or for the purpose of adjusting 
 the rights between fully paid-up shareholders and partly 
 paid-up shareholders (/<). This will be done by a printed 
 notice or in writing. Notice of intention to make the call 
 is not necessary, although in some cases it is given (i). 
 
 (a) Per Bovill, C.J., in Brighton (/) Stone v. City and County 
 Arcade Co. v. Bowling, supra. Bank, 3 C. P. D. 282. 
 
 (b) Cornwall Brick, Tile, and (g) See s. 133 (9). 
 
 Terra Cotta Co., W. N. (1893), p. 9. (h) See Anglesea Colliery Co., 
 
 (c) Ibid., per Vaughan Wil- L. R. 1 Ch. 555. 
 
 Hams, J. (0 As to no notice of settling 
 
 1 (d) Brighton Arcade Co. v. Doiv- upon tbe list being necessary, see 
 
 ling supra. Brighton Arcade Co. v. Dowling 
 
 (e) Gilbert's Case, 5 Ch. 559. supra.
 
 Powers of Liquidator. 411 
 
 Orders are often obtained for the payment of calls made Chap. I 
 
 before the winding-up, and sometimes this order includes 
 
 calls after the winding-up (a). It may be necessary to VoLUN - 
 apply to the Court as to whether a call should be made (b). w INDIKG . 
 
 The payment of a call in a voluntary winding-up can up. 
 
 only be enforced by action in the name of the company (c) ; ■ 
 
 or if the contributory is on the list, by an application under 
 s. 138, and this is the simplest mode (d). A motion by a 
 voluntary liquidator for payment of calls has been dis- 
 missed on the ground that the winding-up resolutions were 
 void (e). 
 
 The rules as to set-off against calls are the same as in a 
 winding-up by the Court (/). 
 
 (4.) The liquidators may summon general meetings of 
 the company for any purposes they think fit (g). If the 
 winding-up continues for more than a year, the liquidators 
 must, at the end of the first and each succeeding year, 
 summon a general meeting of the company, and lay before 
 such meeting an account shewing their acts and dealings 
 and the manner in which the winding-up has been con- 
 ducted during the preceding year (/t). 
 
 Proper notice should be given by advertisement or 
 otherwise. 
 
 (5.) The company's property (which means the same 
 thing as " assets," and includes unpaid capital (0) is to be 
 applied in satisfaction of its liabilities, as they exist at the 
 commencement of the winding-up (k) pari passu (I). But 
 the Crown is entitled to its priority (m). Subject to this, 
 the property, unless otherwise provided by the articles, is 
 to be distributed among the members according to their 
 interests in the company (/*), and their right to the capital 
 cannot be altered by a majority of them (o). 
 
 (a) See s. 101. Black & Qoh Case, 8 Ch. 254 ; 
 
 (6) Hdlbeck Mining Co., 4 T. Hoby & Co. v. Birch, 62 L. T. 404. 
 
 L. R. 98, which see as to an invalid (g) S. 139. 
 
 call. (A) lb. 
 
 (c) Brighton Arcade Co. v. Dow- (i) Webb v. Whiffin, L. E. 5 
 ling, supra ; Hull Flax Co. v. H. L. 711 ; Morris's Case, 8 Ch. 
 
 Wellesley, 6 II. & N. 38 ; General 800. 
 
 Discount Co. v. Stokes, 17 C. B.N. S. (k) Ex p. Ashbury, 5 Eq. 223. 
 
 765. (1) S. 133 (1). 
 
 (d) See s. 138. Whitehouse & (m) Henley & Co., 9 Ch. D. 469. 
 Co., 9 Ch. D. 595 ; Bance's Case, See Oriental Bank Corp., Ex p. 
 6 Ch. 104. Crown, 28 Ch. D. 643. 
 
 (e) Cambrian Peat, &c, Co., Ex (n) S. 133 (1). As to the rights 
 p. Mott and Turner, 31 L. T. 773. of classes of members inter se, see 
 
 (/) See ante, Part I., Chap. IX., Alliance Soc, 49 L. T. 73. 
 p. 187. See Whitehouse & Co., (o) Griffith v. Paget, 6 Ch. D. 
 
 s upra; Paraguassu Steam, d'C, Co., 511.
 
 412 Powers of Liquidator. 
 
 Chap. I. Care must be taken, in distributing tbe surplus assets, 
 — - to put the contributories as far as practicable on an 
 t\ry N " equality, regard being had to the amounts paid up on 
 Winding- their respective shares (a). 
 up. (6.) The liquidators have power to sanction transfers of 
 
 shares made after the commencement of the winding-up (b). 
 
 But in exercising this power regard ought to be had to the 
 principles acted upon by the Court in like cases (c). 
 
 (7.) With the sanction of an extraordinary resolution of 
 the company, the liquidators have power to pay any classes 
 of creditors in full, or make compromises or other arrange- 
 ments with creditors or persons having claims against the 
 company (d). But if an application is made to the Court, 
 it must be satisfied that the compromise is a fair one, 
 although it has been sanctioned by a general meeting (e). 
 The onus of impeaching an agreement, or of shewing that 
 it is unreasonable and unfair, falls on the person ob- 
 jecting (e). 
 
 (8.) With the like sanction, the liquidators may compro- 
 mise all calls, debts, claims, or any questions in any way 
 relating to the assets of the company or the winding-up. 
 But, of course, the liquidators, if they desire to protect 
 themselves, or where creditors or contributories oppose, 
 may make an application under the 138th section for the 
 sanction of the Court. 
 
 A provisional agreement containing the terms of com- 
 promise may be entered into, and then the sanction by 
 extraordinary resolution or by the Court obtained ; or the 
 terms may, in the first place, be brought before the 
 meeting by the notice, or specified in the summons in 
 applying to the Court with evidence that the compromise 
 is beneficial. 
 
 (9.) The liquidators are to pay the debts of the company, 
 and the costs, charges, and expenses of winding-up (/), 
 and are to adjust the rights of the contributories amongst 
 themselves (g). 
 
 The liquidators should, at the earliest opportunity, 
 advertise in the local newspapers and the Gazette for 
 
 (a) See Ex p. Maude, 6 Ch. 51 ; and post, Part IV., s. 159, and s. 
 and where shares issued at a dis- 12 of the Act of 1890. As to ap- 
 count, see ante, Part L, Chap. VIII., peals, see ss. 136, 137. 
 
 p. 131. (e) Lama Coal Co., Ex. p. Mil- 
 
 (b) See supra, p. 40-1, and s. 131. ler, 2 Ch. 692. 
 
 (c) See ante, Part I., Chap. VIII., (/) S. 133 (9). 
 p. 139. (jg) S. 133 (10). 
 
 (il) See ante, Part L, Chap. X.,
 
 TARY 
 
 DING- 
 
 Powers of Liquidator. 413 
 
 creditors, allowing about six weeks, or longer according to Chap. I. 
 circumstances. 
 
 The debts to be paid are the same as in a winding-up Volun 
 by the Court. The liquidators can apply to the Court for ^y^ y 
 the adjudication of a disputed claim, and the proceedings UP 
 will be similar to those in a winding-up by the Court under 
 the Act of 1862. If, however, there is a probability that 
 there will be several disputed claims, the liquidators some- 
 times, in order to avoid liability, apply for an order as to 
 the creditors of the company, and the proceedings also in 
 this case up to the chief clerk's certificate will be the same 
 as in a winding-up by the Court under the Act of 1862. 
 In order to exclude creditors who do not prove within a 
 given time, it is advisable that such time should be fixed 
 by the Court, as the fixing of the time does not appear to 
 be one of those things which voluntary liquidators can do 
 alone. 
 
 After the dissolution of the company within ss. 142, 143, 
 a creditor who has had proper notice cannot prove for his 
 debt (a). 
 
 (10.) The provisions of s. 15 of the Act of 1890 apply to 
 all companies wound up, whether compulsorily, or under the 
 supervision of the Court, or voluntarily. The accounts 
 must be rendered as there provided, or in default the 
 liquidator is liable to the penalty there mentioned (6). 
 
 If there has been any improper conduct on the part of 
 the liquidators, or if they so desire, an application can be 
 made, under s. 138, that the liquidators shall bring in and 
 vouch their account. 
 
 The liquidators, as soon as the affairs of the company 
 are fully wound up, are to make up an account shewing the 
 manner in which such winding-up has been conducted; 
 and they must call a general meeting of the company for 
 the purpose of having the account laid before them, and 
 hearing any explanation that may be given by the 
 liquidators (c). 
 
 (11.) A return to the Registrar of Joint Stock Companies 
 must be made by the liquidators of such meeting having 
 been held (d). 
 
 (12.) The liquidators may sell the business and property 
 of the company (e), or make an application to the Court 
 to sanction a sale, or obtain an order for sale with the 
 
 (a) Westboume Grove Drapery (c) S. 142. 
 Co., 27 W. R. 37. (d) S. 143. 
 
 (b) Stock and Share Auction (e) See post, Part IV.; and see 
 Co. [1894], 1 Oh. 736. ss. 95, 133 (7).
 
 414 Powers of Liquidator. 
 
 Chap. I. approval of the judge. The company will be made a party 
 
 to a conveyance, as the property does not vest in the liqui- 
 
 Volun- dators. The company conveys by the direction of the 
 Winding- liquidator, and the liquidator covenants against ineum- 
 UP . brances (a), as a company in liquidation does not covenant 
 
 for title. 
 
 (13.) Upon obtaining the sanction of the Court on peti- 
 tion (b), the liquidators may prosecute directors, managers, 
 officers, or members of the company, for any offence for 
 which they are criminally responsible (c). 
 
 Several liquidators. — It is not necessary that there should 
 be more than one liquidator (W), but if there are several 
 liquidators, the powers given by the Act must be exercised 
 in one of the three following ways : — (1) if nothing is 
 settled at the time of the appointment, by not less than 
 two liquidators ; (2) if so determined at the time of the 
 appointment by the company, by one or more of them(c); 
 (3) and so also where the appointment is by the credi- 
 tors (/). But the liquidators cannot themselves delegate 
 their powers to one of their own body (g) ; for instance, they 
 cannot give a general authority to one to accept bills (Ji), 
 and it is even doubtful whether they can give one of their 
 number authority to accept a specific bill (0- So, again, 
 if one of two liquidators die after an agreement entered 
 into by both, but before the company's seal is affixed to a 
 deed carrying out its terms, the surviving liquidator has no 
 power to affix the seal (A;). 
 
 And, consequently, one of two liquidators may render 
 himself liable to make good any deficiency caused by 
 allowing the other to receive moneys alone, which it was 
 the duty of the former to have received jointly with the 
 latter (/). 
 
 Applications to the Court, s. 138. — With the object of 
 enabling liquidators to obtain the aid of the Court in any 
 particular matter without transferring to the Court the 
 
 (a) See precedent, p. 580. acts this may be otherwise. 
 
 (b) Gen. 0. 1862, r. 51. (/j) Exp. Birmingham Banking 
 
 (c) See s. 168, and ante, p. 225, Co., supra ; Ex p. London and 
 for decisions under s. 167, which South ]Vestern Bank, 36 L. J. Ch. 
 will apply. 807. 
 
 (d) $. 133 (4). (t) Ex p. Agra and Masterman's 
 
 (e) S. 133 (6). Bank, 6 Ch. 206. 
 
 (/) S. 135. (k) Be Metropolitan Bank and 
 
 (</) Ex 2>. Birmingham Banking Jones, 2 Ch. D. 366. 
 Co., 3 Ch. 651 ; BolognesCs Case, (/) Be Gold Co. of Southern 
 
 5 Ch. 567. As to mere miuistenal India, Times, March 3rd, 18b3.
 
 TARY 
 WlNDING- 
 
 Applications under sec. 138. 415 
 
 whole conduct of the winding-up (a), and of preventing Chap. I. 
 
 the presentation of petitions for supervision orders by 
 
 contributors (b), the liquidators or any contributor!/ of Volun- 
 the company can apply to the Court (c) to determine any 
 question arising in the matter of the winding-up, or to 
 exercise, as respects the enforcing of calls or in respect of 
 any other matters, all or any of the powers which the 
 Court might exercise if the company were being wound up 
 by the Court (d). 
 
 The Court must be satisfied that the exercise of the 
 power will be "just and beneficial," when it will make 
 such order as it thinks fit (e). 
 
 The section only refers to the liquidators and contribu- 
 tories, and creditors cannot apply (/); but creditors can by 
 petition apply for a compulsory or supervision order. So, 
 also, a creditor may obtain an injunction in an action to 
 restrain a company in voluntary liquidation from dis- 
 tributing assets among its shareholders without setting 
 aside sufficient assets to provide for future liabilities under 
 a lease (g). The application should, in general, be made 
 by the liquidators (h). But where the liquidators have 
 compromised a claim, and some of the shareholders are 
 dissatisfied, it is for them and not for the liquidators to 
 make the application to the Court (i). 
 
 It is provided that the application under this section 
 shall be made by petition or motion, or, if the judge shall 
 so direct (k), by summons at chambers (I). As a general 
 
 (a) See Ranee's Case, 6 Ch. 104. 17 Ch. D., at p. 257. 
 
 (b) Bank of Gibraltar and Malta, (g) Lord Elphinstone v. Monk- 
 1 Ch. 69; Imperial Bank of China land Iron Co., 11 App. Cas. 832; 
 and Japan, 1 Cb. 339 ; Beaujolais Gooch v. London Banking Assoc ] 
 Wine Co., 3 Ch. 15; Star and 32 Ch. D. 41. See Zuccani v. 
 Garter Hotel Co., 28 L. T. 258. Nacupai Gold Co.7*6T L. T. 176 ; 
 
 (c) See Alexandra Printing Ink Neiv Oriental Bunk (2) [1895]', 
 Co., 16 W. R. 456, as to the Court 1 Ch. 753. 
 
 in which applications should be (A) See Penysyflog Iron Co., 30 
 
 made, and as to subsequent pro- L. T. 861. Of. Whitworth's Case, 
 
 ceedings being in same branch. 19 Ch. D. 118. 
 
 (d) S. 138. See Anglesea Colliery (i) Licensed Victuallers' Co., 
 Co., 2 Eq. 379 ; Crookhaoen Mining 15 W. R. 917. 
 6 Y o.^3_Eq. 69; Alliance Soc, 49 (k) As to the judge giving such 
 L. 'I 1 . 73. direction on tiie hearing of a sum- 
 
 (e) S. 138. Gold Co., 12 Ch. D. mons, see Br itis h Envelope, &c, Co., 
 77 ; Metropolitan Bank, Htiron's W. N. 1885, p. 84. 
 Case, 15 Ch. D. 139. (/) Gen. 0. 1862, r. 51. As to 
 
 (/) Poole Firebrick, &c, Co., 17 dispensing with service and adver- 
 
 Eq. 268 ; Needham v. Rivers Pro- tisement, see Monlcland Iron Co. 
 
 tection, &c, Co., 1 Cb. D. 253. See v. Henderson, 16 C. ol S. Cas. 491 
 
 also Thomas v. Patent Lionite Co., (Sc).
 
 416 
 
 Applications under sec. 138. 
 
 Chap. I. 
 
 Volun- 
 tary 
 Winding- 
 up. 
 
 rule, the application is made by motion (a) or summons (b). 
 In a few cases it is made by petition (c). 
 
 The application for an order to summon meetings should 
 usually be made by summons, unless there is some par- 
 ticular reason for a motion. 
 
 In order to avoid taking out an- originating summons 
 upon every application, the liquidators sometimes obtain 
 an order giving general liberty to apply (d). The following 
 may be given as instances in which the liquidators occa- 
 sionally have found it advisable to make use of the section : 
 restraining actions, &c, against the company; staying the 
 winding-up (e) ; raising money ; carrying on the business ; 
 bringing, or defending actions, &c. ; making and enforcing 
 calls; settling, and rectifying, the list of, and enforcing 
 payment from, and settling the rights of, contributories (/); 
 set-off (//); adjudicating disputed claims; making com- 
 promises ; declaring dividends ; obtaining delivery of the 
 company's books, papers, or other property; taxing costs; 
 inspection of books under s. 156 (h) ; examination under 
 s. 115 (i) ; proceedings under the 10th section of the Act 
 of 1890 ; unclaimed dividends and surplus assets, &c. (A) ; 
 approval of agreement for sale {I). In many of the above 
 cases, the liquidators can, of course, proceed without the 
 aid of the Court, but under particular and important 
 circumstances they sometimes apply for the sanction of 
 the Court. Occasionally a contributory applies under this 
 section for liberty to commence proceedings in the company's 
 name. 
 
 But after a resolution to wind up for the purpose of 
 confirming a resolution for amalgamation, dissentient 
 shareholders cannot impeach the amalgamation by means 
 
 (a) Union Bank of Eingston- 
 upon-Eull, 13 Ch. D. 808 ; IJorbury 
 Bridge Coal Co., 11 Ch. D. 109; 
 Gold Co., 12 Cb. D. 77. 
 
 (b) Whitehouse & Co., 9 Ch. D. 
 595 ; Eclipse Gold Mining Co., 
 17 Eq. 490; Mercantile Discount 
 Co., W. N. 1886, p. 21. 
 
 (c) Anglesea Colliery Co., 2 Eq. 
 379 ; Australian United Gold 
 Mining Co., W. N. 1887, p. 37 ; 
 Alliance Soc, 28 Ch. D. 559; 
 South Barrule Slate Quarry Co., 
 8 Eq. 688 (staying winding-up); 
 Steamship Chigivell, 4 T. L. i!. 
 308. 
 
 (tl) Sed quscre : whether there 
 is power to do this under the 
 
 section. 
 
 (e) Schanschieff Electric Battery 
 Syndicate, W. N. 1888, p. 166; 
 Steamship Chigwell, supra. 
 
 (/) Anglesea Colliery Co., supra. 
 
 (g) Whitehouse & Co., supra. 
 
 (A) Yorkshire Fibre Co., 9 Eq. 
 650. 
 
 (i) Metropolitan Bank, Eeiro?i's 
 Case, 15 Ch. D. 139, and cases 
 infra. 
 
 (k) Alliance Soc, supra ; Eclipse 
 Gold Mining Co., supra ; Austra- 
 lian United Gold Mining Co., 
 supra. 
 
 (I) Scinde, &c, Bank Corp., 15 
 L. T. 602.
 
 Dissolution. 
 
 417 
 
 of an application under s. 138, inasmuch as the voluntary Chap. I. 
 winding-up and the amalgamation are one transaction (a). 
 
 Leave has been given to a voluntary liquidator, upon an Volun- 
 ex parte application under this section, to take out a ^y KY 
 summons in chambers for the examination of persons UP . 
 
 under s. 115 (b). But upon an application by contri- 
 
 butories, it was held that the applicants were entitled to 
 an order to examine the manager as to certain shares held 
 by him, but that it would not be right to make a general 
 order for his examination, as the applicants occupied no 
 official position, and consequently were not under the 
 control of the Court (c). Unless there is a strong case, 
 the Court will not order the examination of a person who 
 has fully answered interrogatories in an action by the 
 voluntary liquidator (d) . 
 
 Under ss. 89 and 138, the Court has jurisdiction, upon 
 a petition by the liquidator to stay all proceedings in the 
 winding-up with a view to reconstruction, to make an 
 order, on being satisfied with the evidence as to the assent 
 of the creditors (e). 
 
 Winding-up order after voluntary liquidation. — The circum- 
 stances under which a compulsory order can be obtained 
 after a voluntary winding-up are stated ante, Part I., 
 Chap. III., p. 35. It will be pointed out when a super- 
 vision order will be made under such circumstances in the 
 next chapter. 
 
 Dissolution.— Immediately the affairs of the company 
 are fully wound up, that is to say, as far as the liquidator 
 can wind them up (/), a meeting must be called by ad- 
 vertisement in the Gazette, published at least one month 
 previously, and specifying the time, place, and object (g). 
 And a company will be restrained from dissolving without 
 notice to those persons to whom it may in future become 
 liable (h). When it is intended to dispose of the books, &c, 
 the notice must specially refer to this (/). 
 
 (a) Imperial Bank of China and 
 Japan, 1 Ch. 339. See Financial 
 Corp., W. N. 1866, p. 162 ; Inter- 
 national Life Ass. Soc, 20 L.T. 433. 
 
 (b) Mercantile Discount Co., 
 W. N. 1866, p. 21. 
 
 (c) Penysyflog Iron Mining Co., 
 30 L. T. 861. 
 
 (d) Metropolitan Bank, Heiron's 
 Case, 15 Ch. D. 139. 
 
 (e) Steamship Titian Co., 58 
 L. T. 178. See Schanschieff Elec- 
 tric Battery Syndicate, supra. 
 
 E.W. 
 
 (/) London and Caledonian Ins. 
 Co., 11 Ch. D. 140. 
 
 (g) See s. 142. See form of 
 notice, p. 581. See ante, p. 413, 
 as to the liquidator's duty ou con- 
 clusion of winding-up. 
 
 (/i) Ilaytor Granite Co., 1 Ch. 
 77 ; Lowndes v. Garnett, &c, 
 Mining Co., 2 J. & H. 282. See 
 Lord Elphinstone v. Monkland 
 Iron Co., and Gooch v. London 
 Banking Assoc, ante. 
 
 (i) S. 155. See ss. 51, 129. 
 
 2 E
 
 418 Dissolution. 
 
 I- The notice for the Gazette must be signed by the liqui- 
 dator and attested ; and, in some cases, a duplicate verified 
 by statutory declaration is required. 
 
 At the meeting, the resolutions will be passed for the 
 adoption of the liquidator's account, and as to the books, 
 &c, of the company, which are generally retained by the 
 liquidators, they undertaking to destroy the same upon 
 the dissolution of the company. If there has been a sale 
 of the company's property, the resolution then usually 
 directs that the books, &c, be handed over to the pur- 
 chaser. 
 
 On the expiration of three months from the date of the 
 registration of the return, which it is necessary that the 
 liquidators should make (a), the company is to be deemed 
 to be dissolved (/;). The liquidator is subject to a penalty 
 of £5 for every day default is made in sending in the 
 return (/>). It is always important that the company 
 should be properly dissolved. 
 
 The final account and return to the Registrar by the 
 liquidators in a voluntary winding-up, under ss. 142 and 
 143, are not to be made until the affairs of the company 
 are fully wound up (<■). 
 
 If a petition has then been presented for winding-up by 
 the Court, the company cannot be dissolved (d). 
 
 After such dissolution, the Court has no jurisdiction to 
 make a winding-up order, except, possibly, in a case of 
 fraud (e). So claims by creditors must not be delayed 
 until after dissolution (/). Nor can a shareholder sustain 
 an action against a director to replace dividends paid out 
 of capital (g). But the Court has jurisdiction to make 
 an order in the matter of the voluntary winding-up after 
 the expiration of the three months, if the application for 
 the order has been made before the three months have 
 elapsed (/t). 
 
 (a) See supra. 39 L. T. 30. But see Zuccani v. 
 
 (6) S. 143. Nacuprri Gold Co., 61 L. T. 176, 
 
 (c) Pinto Silver Mining Co., 46 as to the interest of a person in a 
 L. 7. Ch. 777. company being lost after a volun- 
 
 (d) Crookhaven Mining Co., tary winding-up. See Alfreton, 
 3 Eq. 69. &c, Soc, 11 TV. K. 301. 
 
 (e) Pinto Silver Mining Co., 8 (/) Westbourne Grove Drapery 
 Ch. D. 273 ; London and Cole- Co., supra. 
 
 donian Ins. Co., 11 Ch. D. 140. (g) Goxon v. Gorst [1891], 2 Ch. 
 
 See Schooner Fond Coal Co., 73. 
 
 W. N. 1888, p. 170; Westbourne (K) See Crookhaven Mining Co., 
 
 Grove Drapery Co., 27 W. E. 37 ; 3 Eq. 69.
 
 Supervision. 
 
 419 
 
 CHAPTER II. 
 
 WINDING-UP SUBJECT TO SUPERVISION. 
 
 What it is. 
 
 Practice on, and service of, petition. 
 
 When supervision order will be made. 
 
 Building Society. 
 
 Supervision or compulsory order. 
 
 Commencement of winding-up. 
 
 Effect of supervision order. 
 
 The liquidators. 
 
 Applications to the Court. 
 Proof of debts and claims. 
 Contributories and calls. 
 Transfer of company's business or 
 
 property. 
 Other provisions applicable. 
 Dissolution. 
 
 Winding- 
 up SUB- 
 JECT TO 
 
 Super- 
 vision. 
 
 Under the Companies (Winding-up) Act, 1890, s. 31 (2), Chap. II 
 a company is not deemed to be wound up by order of the 
 Court if the order is to continue a winding-up under super- 
 vision. Speaking generally, the 1890 Act does not apply 
 to winding-up under supervision (a). The following sec- 
 tions, however, do apply : 3, 10, 14, 15 (6). By rule 180 
 of the C. W. U. K. 1890, the rules under the General 
 Order 1862 are not to apply to compulsory windings-up, 
 but the rules of that order must still be observed in a 
 winding-up under supervision where the assistance of the 
 Court is required. 
 
 No unregistered company can be wound up voluntarily or 
 subject to supervision (c). But a company registered under 
 the former Joint Stock Companies Acts, although not 
 registered under the present Act, can be wound up under 
 supervision (d). 
 
 "What it is. — The practical difference between winding-up 
 voluntarily and winding-up subject to supervision consists 
 mainly, if not entirely, in the comparative facilities for 
 
 (a) 53 & 54 Vict. c. 63, s. 31 (2). 
 
 (b) Stock and Share Auction Co. 
 [1894], 1 Ch. 736 ; New Terras Tin 
 Mining Co. ["1894], 2 Ch. 344. 
 
 (c) S. 199 (2). See s. 199 for 
 what is included under the term 
 
 "unregistered company." 
 
 (d) London India Rubier Co. 
 1 Ch. 329 ; Beaujolais Wine Co., 
 3 Ch. 15; Torquay Bath Co., 32 
 Beav. 581 ; Great Barrier Co., 
 W. N. 1868, p. 244.
 
 420 As to Petition. 
 
 Chap. II. obtaining the assistance of the Court, and in the compara- 
 
 tive ease with which the liquidator can be controlled, and 
 
 Winding- execu tions against the company prevented. Under a 
 jectto supervision order, creditors can apply to the Court, but 
 Super- this is doubtful in the case of a voluntary winding-up. 
 vision. The winding-up order subject to supervision simply con- 
 qj p /— tinues the voluntary winding-up upon such terms and 
 / v ^ r >7 I conditions as the Court thinks just. 
 
 /V>«i $^7 u r Such an order, in fact, presupposes an existing winding- 
 j 1* . a f y up, and if the resolution to wind up voluntarily has been 
 (p/p a. f -bo informa ] ly) i rreg ularly, or for some other reason improperly 
 passed, the Court cannot make an order to wind up subject 
 to supervision (a). The petition, however, might be allowed 
 to stand over to enable the shareholders to pass a proper 
 resolution, for, otherwise, the Court could only dismiss it, 
 or make a compulsory order. But the contributories, in 
 the case of an informal resolution to wind up voluntarily, 
 ought not to present a petition immediately, but another 
 meeting should be called (b). 
 
 Where a petition for a compulsory winding-up has been 
 presented, and a supervision order made thereon, and 
 some irregularity in the voluntary winding-up is subse- 
 quently discovered, the supervision order will be discharged 
 on motion, and the petition may be re-heard without fresh 
 advertisement, or service on consent of all parties entitled 
 to be served, and a compulsory order made on the original 
 petition (c). But the application must now be made to 
 the Court of Appeal (d). 
 
 Practice on, and service of, petition. — A petition for a 
 winding-up subject to supervision, for the purpose of 
 giving jurisdiction to the Court over actions, is deemed to 
 be a petition for winding up the company by the Court (e). 
 
 A petition for a winding-up subject to supervision must 
 be presented in the same way as a petition for a com- 
 pulsory order ; and service of it must be made upon the 
 
 (a) Bridport Old Brewery Co., (b) London Flour Co., 16 W. E. 
 
 2 Ch. 191. See also National 552. 
 
 Savings Bank Ass., 1 Ch. 547; (c) Patent Floor Cloth Co., 8 
 
 Patent Floor Cloth Co., 8 Eq. Eq. 6(54. 
 
 064 ; Manchester Economic Build- (d) Manchester Economic Build- 
 ing Soc, 24 Ch. D. 488. As to a ing Soc, supra. See London and 
 subsequent discovery of irregularity Mediterranean Bank, W. N. 1866, 
 in meeting and the facts necessary pp. 207, 317. 
 
 to be stated in a petition, see (e) S. 148. Oriental Commercial 
 
 Sheffield Mortgage, &c, Co., W. N. Bank, 15 W. E. 7; London Flour 
 
 1887, p. 218. See New British Co., 16 \V. E. 552. But see 
 
 Iron Co., infra. s. 31 (2) of the Act of 1890.
 
 When Order will be made. 421 
 
 company as well as upon the liquidator, or, if the liqui- Chap. II. 
 
 dator joins in the petition, upon the company (a), unless 
 
 the registered office is unoccupied (6). If the liquidator is ™™*™°~ 
 alone the petitioner, the company must he served (c). JECT T0 
 
 On a petition for a supervision order, the company Super- 
 ought to appear by the liquidator, and the costs of a vision. 
 separate appearance will not be allowed (d). 
 
 As a supervision order presupposes a prior resolution to 
 wind up, and continues it, the petition should set out the 
 resolutions ; and there should be an affidavit shewing that 
 the requisites of a valid voluntary liquidation had been 
 complied with, and such affidavit should be mentioned as 
 read in the order made on the petition (e). A petition for 
 a compulsory order may be amended by praying for a 
 supervision order ; fresh advertisement, as a rule, is now 
 required (/) ; and where a petition for a supervision order 
 is amended by praying for a compulsory order, re-adver- 
 tisement is also required (g). 
 
 A supervision order may be made without prejudice to 
 the question whether or not the liquidator has been duly 
 appointed (h). 
 
 When supervision order will be made. — See ante, Part I., 
 Chap. III., p. 35. In the determination of what should be 
 done upon a petition for a supervision order, the Court may 
 have regard to the wishes of the creditors or contribu- 
 tories, and may summon meetings for the purpose of 
 ascertaining their wishes (i). With the exception of this 
 provision, it is entirely in the discretion of the Court 
 whether it will or will not make an order (k). Before, 
 however, making a supervision order the Court will, in 
 
 (a) See Gen. 0. 1862, r. 3, In- practice, where re-advertisement 
 
 venters' Ass., 13 W. E. 1015 ; not required. 
 
 Oxford Building, &c, Co., 49 L. T. (g) National Whole Meal Bread 
 
 495; Petroleum Co., 15 W. E. 29. Co. [1891], 2 Ch. 151; and see 
 
 (6) Stewart and Brother, W. N. ante, Part II., p. 328. 
 
 1880, p. 15 ; Petroleum Co., supra. (h) Homer & Sons, W. K 1867, 
 
 (c) Panonia Leather, &c, Co., p. 240. 
 
 13 W. E. 1015. (t) S. 149. 
 
 (d) A. W. Hall & Co., 34 W. E. (fc) S. 147. Chepstow Bobbin 
 56. Mills Co., 36, Ch. D. 563. As to 
 
 (e) New [British Iron Co., 32 objections by the company to a 
 Sol. Jo. 91 ; Sheffield Mortgage, &c, supervision order, see Monkland 
 Co., W. N. 1887, p. 218. Iron Co. v. Dun, 14 C. of S. Cas. 
 
 (/) See, as to re-advertising peti- 242 (Sc). As to the discretion 
 
 tions, ante, Part II., p. 328. See which the Court of Appeal will 
 
 Marine and General Land Co., exercise as to continuing a volun- 
 
 62 L. T. 723 ; United Bacon Curing tary winding-up under supervision, 
 
 Co., W. N. 1890, p. 74, under old see Ex p. Wragge, 37 L. J. Cb. 220.
 
 422 
 
 When Order will be made. 
 
 UP SUB 
 JECT TO 
 
 Super- 
 vision. 
 
 Chap. II. any case, consider whether the circumstances are such as 
 to necessitate the order with the object of putting in force 
 
 Winding- some f t } ie provisions of the Act which would not be 
 available under a mere voluntary winding-up (a). But 
 where a creditor only asked for a supervision order, the 
 Court declined to make a compulsory order upon the 
 application of a majority of the creditors (b). 
 
 Under ordinary circumstances, a supervision order will 
 not be made on the petition of a contributory, unless there 
 has been fraud, or an inequitable overbearing of the rights 
 of a dissentient minority by improper influence in passing 
 the resolution for winding-up voluntarily; for the Court 
 will not willingly interfere with the decision expressed by 
 the shareholders in the tribunal created by the Act (c). 
 But the case may be different where the company is in- 
 solvent beyond all doubt (d). The mere fact that charges 
 of misconduct are made against the voluntary liquidators, 
 if the majority of shareholders wish to continue the 
 voluntary winding-up (c), does not alone constitute a 
 sufficient case for a supervision order on a shareholder's 
 petition (/) ; as that is a matter which can be dealt with 
 under the 10th section of the Act of 1890, or at all events 
 under the 138th section (g). 
 
 A person who has a claim for unliquidated damages does 
 not become a creditor so as to entitle him to present a 
 petition for a supervision order any more than for a com- 
 pulsory order. There is a case, however, where it appears 
 to have been considered that a creditor, after making an 
 offer to refer to arbitration an unliquidated claim, which 
 was refused by the company, then being in voluntary 
 
 (a) But see Paraguassu Steam, 
 &c, Co., 8 Ch. 254, 263 ; Ranee's 
 Case, 6 Ch. 104, 115. 
 
 (b) Chepstow Bobbin Mills Co., 
 supra. 
 
 (c) See Bank of Gibraltar and 
 Malta, 1 Ch. 69 ; Beaujolais Wine 
 Co., 3 Ch. 15 ; London and Mer- 
 cantile Discount Co., 1 Eq. 277 ; 
 Imperial Merc. Credit Ass., W. N. 
 1866, p. 257 ; Oriental Commercial 
 Bank, 15 W. R. 7; St. David's 
 Gold Mining Co., 14 W. R. 755 ; 
 Madras Coffee Co., 17 W. R. 643; 
 Ex p. Fox, 6 Ch. 176. See also 
 Langham Skating Rink Co., 5 
 Ch. D. 669; Gold Co., 11 Ch. D. 
 701 ; Middlesborough Assembly 
 
 Rooms Co., 14 Ch. D. 104. 
 
 (d) Prince of Wales Slate Quarry 
 Co., 18 L. T. 77. 
 
 (e) Sir John Moore Gold Mining 
 Co., W. N. 1887, p. 183. 
 
 (/) Star and Garter Hotel Co., 
 42 L. J. Ch. 374. See Imperial 
 Bank of China and Japan, 1 Ch. 
 339, as to the allegation necessary 
 in the petition ; Beaujolais Wine 
 Co., 3 Ch. 15. 
 
 (</) As to an action by the share- 
 holders against the liquidator, as to 
 applying to remove the liquidator, 
 see London and Mediterranean 
 Bank, W. N. 1866, p. 317 ; London 
 Bank of Scotland, 15 W. R. 1103.
 
 Supervision or Compulsory Order. 423 
 
 liquidation, might obtain a supervision order for the Chap. II. 
 
 purpose of having his claim estimated in chambers (a). 
 
 In the case of a creditor's petition, where the misconduct Winding- 
 alleged is that the assets are being improperly applied, an j EC !J U to 
 order may be made (b). A supervision order will be made Super- 
 for the purpose of restraining Scotch actions against the vision. 
 company (c). 
 
 Upon threat of actions against a company, the liquidator 
 may petition the Court to continue the voluntary winding-up 
 of the company under supervision, as the liquidator is 
 entitled to the protection of the Court under ss. 87 and 151, 
 and s. 138 does not apply to the threat of an action made 
 subsequent to and outside the voluntary winding-up (d) . 
 
 Building Society. — See ante, Part I., Chap. II., p. 13. 
 
 Supervision or compulsory order (c). — Although, where a 
 voluntary winding-up has commenced, the Court will have 
 regard to the wishes of the creditors as expressed at a 
 meeting called for the purpose (/), yet, before the Act of 
 1890, it would make an order to continue the winding-up 
 subject to supervision in preference to making a compulsory 
 order (g), unless a compulsory order was desired by a 
 majority of creditors, or there was some other good reason 
 for making it (/<)• But where there are special circum- 
 stances, the Court, although creditors wish for a compulsory 
 order, may consider it more convenient for them to make a 
 supervision order (i). It sometimes happens that the whole 
 assets of a commercial company are insufficient to pay the 
 debentures, and irregularities in the company's manage- 
 ment have occurred which require investigation. The 
 
 (a) Yniscedwyn Iron Co., 19 p. 99 ; Oriental Commercial Bank, 
 W. R. 194. See this case as to costs 15 W. R. 7 ; West Hartlepool 
 under the above circumstances. Ironworks Co., 10 Cli. 618. As to 
 
 (b) Caerphilly Colliery Co., 32 conflicting winding-up orders, see 
 L. T. 15. London and Mediterranean Bank, 
 
 (c) Middlesborough Fire Brick W. N. 1866, pp. 207, 317. 
 
 Co., 52 L. T. 98. (Ji) See West Surrey Tanning 
 
 (d) Zvedone Co., 53 L. J. Ch. Co., 2 Eq. 737 ; Barned's Banking 
 465. In this case the liquidator Co., 14 VV. R. 722 ; London and 
 was a shareholder. Mediterranean Bank, supra. But 
 
 (e) See also ante, Part I., see Chepstow Bobbin Mills Co., 
 Chap. III., p. 35. 36 Ch. D. 563. 
 
 (/) S. 149. See per Selwyn, (i) Owens Patent Wheel, &c, 
 
 L.J., in London Flour Co., 16 Co., W. N. 1873, p. 226 ; Simon's 
 
 W. R. 552, as to the application Beef Milling Co., W. K 1882, 
 
 of this section. p. 173 ; Trowbridge Water Supply 
 
 (g) Inns of Court Hotel Co., Co., 18 L. T. 115 ; Imperial Mer- 
 
 W. N. 1866, p. 348; United cantile Credit Ass., W. N. 1866, 
 
 Merthyr Collieries Co., W. N. 1867, p. 257.
 
 424 
 
 Supervision or Compulsory Order. 
 
 Winding 
 up SUB- 
 JECT TO 
 
 Super- 
 vision. 
 
 Chap. II. debenture-holders oppose a compulsory order as likely to 
 injure the good -will of the business, but are unwilling to 
 spend money in proceedings against the directors. In a 
 recent case (a), Vaughan Williams, J., made a supervision 
 order, the debenture-holders undertaking, after an investi- 
 gation by the liquidator into the alleged irregularities, to 
 elect either themselves to take proceedings against the 
 directors, or to allow the liquidators to take such proceedings 
 for the benefit of the unsecured creditors, and in the latter 
 event to give up all right to any property so recovered (a). 
 As the debenture-holders could compromise the action 
 immediately, it is submitted that such an order would 
 best be made effective by including an undertaking by the 
 debenture-holders to prosecute the action under the direc- 
 tion of the Court, and not to compromise or stay without 
 its sanction. 
 
 It seems that the Court will not make a compulsory 
 order under a petition for a supervision order if the 
 petitioners do not consent, but it may allow the petition 
 to stand over, to enable the creditors, if they choose, to 
 present a petition of their own (b). 
 
 Whenever a supervision order is required, it is advisable 
 that the petition should ask for a compulsory order, and in 
 the alternative for a supervision order. This avoids any 
 re-advertisement of the petition being required (c). 
 
 But supervision orders under the old practice have been 
 made on a petition for a compulsory order, the petition 
 being treated as amended by stating the resolution for 
 voluntary winding-up, and praying for its continuance 
 under supervision (d). 
 
 The Court has jurisdiction upon a petition for a com- 
 pulsory winding-up to make an order although a super- 
 vision order has already been made ; but there are few 
 cases in which the Court would deem it advisable to 
 exercise such jurisdiction (e). As to Official Keceiver's 
 power to petition for a compulsory order, see ante, 
 Part II., p. 285. 
 
 Proceedings have been stayed under a compulsory order, 
 so that a voluntary liquidation might be continued under 
 
 (a) By water, Tanqueray, and 
 Phayre, Ld., 31 July, 1895. See 
 minute of order, p. 497, post. 
 
 (b) Electric and Magnetic Co., 
 W. N. 1881, p. 98. 
 
 (c) As to re-advertisement, see 
 ante, Part II., p. 328. 
 
 (d) Eodghinson v. Kelly, 6 Eq. 
 at p. 499. 
 
 (e) OrreV Colliery Co., W. N. 
 1879, ]). 106 ; Patent Floor Cloth 
 Co., 8 Eq. 664 ; London and Medi- 
 terranean Bank, 15 W. It. 33.
 
 Effect of Supervision Order. 
 
 425 
 
 Winding- 
 up sub- 
 ject TO 
 Super- 
 vision. 
 
 the supervision of the Court (a). So where a resolution Chap. II 
 for voluntary winding-up was passed, after an order to 
 wind up hy the Court, a supervision order was made with 
 the assent of creditors and shareholders (b). 
 
 It makes no difference under s. 145 whether the volun- 
 tary winding-up commenced before or after the presenta- 
 tion of the petition (c). 
 
 Commencement of winding-up. — See ante, Part I., Chap. 
 VI., p. 77. 
 
 Effect of supervision order. — A petition for a winding-up 
 subject to the supervision of the Court gives the Court the 
 same jurisdiction over actions as a petition for winding 
 up the company by the Court ; and, accordingly, an 
 application may be made ex parte immediately on the 
 presentation of the petition to restrain actions, &c. So, 
 also, as to an execution, sale, or distress. See Part L, 
 Chap. V., p. 58. 
 
 Such a petition has also the same effect on a fraudulent 
 preference as a petition for a compulsory order, as to 
 which see Part I., Chap. VI., p. 62. 
 
 Except as regards the powers of the liquidators, an order 
 for a winding-up subject to the supervision of the Court 
 is for all purposes equivalent to an order to wind up com- 
 pulsorily, and confers full authority on the Court to make 
 calls, or to enforce calls made by the liquidators, and to 
 exercise all other powers which it might have exercised if 
 a winding-up order by the Court had been made. 
 
 In matters of importance, or in case of opposition, the 
 liquidator should apply to the Court. 
 
 The liquidators. — The voluntary liquidators remain in 
 office unless otherwise provided by the supervision order (d). 
 An additional liquidator, chosen by the creditors, may be 
 appointed ; this practically secures to them the same pro- 
 tection as the appointment of a liquidator under a com- 
 pulsory order (e). And when an order is made for winding-up 
 
 (a) Bristol Victoria Pottery Co., 
 W. N. 1872, p. 85. 
 
 (6) British Soap, &c, Co., W. N. 
 18(39, p. 87. 
 
 (c) New York Exchange, Ld., 
 39 Ch. D. 415. 
 
 (d) Where a compulsory order 
 made after a supervision order, 
 liquidator continued, London and 
 Mediterranean Bank, 15 W. 11. 33. 
 
 As to asking for the confirmation 
 of an appointment of a liquidator 
 in a petition for winding-up under 
 supervision, see Monhland Iron Co. 
 v. Dun, 14 C. ot S. Cas. 212 (Sc). 
 (e) See Llanfyrnach Mining Co., 
 9 W. R. 500, where one was 
 appointed without an order being 
 made.
 
 426 
 
 The Liquidators. 
 
 Winding- 
 up sub- 
 ject TO 
 Super- 
 vision. 
 
 Chap. II. subject to supervision, the Court may then, or subsequently, 
 appoint any additional liquidator or liquidators (a). 
 
 The Court may also have regard to the wishes of creditors 
 and contributories and may direct meetings to be held (6). 
 
 The order may be made without prejudice to any question 
 as to whether the liquidator has been duly appointed (c). 
 
 If the contributories do not at the proper time exercise 
 their right of appointing a liquidator, the judge may appoint 
 one on making the supervision order, and the Court of 
 Appeal will not interfere with his discretion (d). 
 
 The Court has refused to appoint any additional liqui- 
 dator, upon the ground that, there being a very hostile 
 feeling between the parties, such an appointment would 
 lead to litigation and expense, and if more than one were 
 appointed, would lead to the person originally appointed 
 being outvoted (e). The Court has jurisdiction to give the 
 conduct of any particular matter arising in the course of 
 the liquidation to one of several liquidators (/). 
 
 But the shareholders can meet and resolve on the appoint- 
 ment of a new liquidator after a supervision order has been 
 made, and this is the best course in order to inform the 
 Court of their wishes {g) . 
 
 Eestrictions may be imposed by the Court on the liqui- 
 dator, and a committee of inspection appointed (h). Super- 
 vision orders now always provide that the liquidator shall 
 file a monthly report with the registrar as to the position 
 of and progress made with the winding-up, and that ^ the 
 remuneration of the liquidator and the costs of his solicitor, 
 or any manager, accountant, auctioneer, or broker, be 
 allowed or taxed by the registrar. See form of Order, 
 2Jost, p. 497. 
 
 An additional liquidator must give security, though 
 none has been given by the voluntary liquidator (i). 
 
 Where the Court makes a supervision order, it has 
 jurisdiction to remove any liquidator whom the company 
 itself has previously appointed (k). This may be done 
 
 (a) S. 150. See also ss. 93, 141. 
 Monkland Iron Co. v. Dun, supra. 
 
 (b) S. 149. 
 
 (c) Horner & Sons, W. N. 1867, 
 p. 240. 
 
 (d) London Quays Co., 3 Ch. 
 394. 
 
 (c) lb. 
 
 (/) Midland Land, &c, Corp., 
 W. N. 1887, p. 58. 
 
 (g) Montroticr Asphalte Co., 
 
 W. N. 1874, p. 172. 
 
 (h) Watson & Sons, Ld. [1891], 
 2 Ch. 55. See ante, Part I., Chap. 
 III., p. 38. 
 
 0') Hampshire Land Co. [1894], 
 2 Ch. 632, not following European 
 Bank, Ex p. Paul, 19 W. R. 268 ; 
 Aberavon Tin Plate Co., 57 L. J. 
 Ch. 761. 
 
 (/„•) Ex p. PuVbrook, 13 W. R. 
 3 : Devonshire Coal Co., W. N.
 
 Powers and Duties. 427 
 
 Winding- 
 up sub- 
 ject TO 
 
 without any proof of misconduct or unfitness if it will con- Chap. II 
 duce to the more efficient winding-up of the company (a). 
 
 When a supervision order has been made, it seems that 
 the fact that all the creditors desire the removal of the 
 liquidator appointed by the shareholders, when it appears Sotbe- 
 that the debts of the company will absorb the whole of its vision, 
 assets, is " due cause " for his removal, within the meaning 
 of s. 141 (6). 
 
 Powers and duties. — The liquidators appointed by the 
 Court have the same powers, are subject to the same 
 obligations, and in all respects stand in the same position, 
 as if they had been appointed by the company (c). And, 
 unless any restrictions are imposed by the Court, the 
 liquidators appointed to conduct a winding-up subject to 
 supervision exercise all their powers without the interven- 
 tion of the Court, in the same manner as if the company 
 were being wound up altogether voluntarily (d) . 
 
 In one case an order was made that the liquidator should 
 conduct the winding-up subject to such restrictions as a 
 liquidator would in a compulsory winding-up be subject to, 
 except so far as the Court might, on application for that 
 purpose, modify or dispense with such restrictions in any 
 case or class of cases (e). 
 
 It is doubtful what is the extent of their power to com- 
 promise under s. 160 without the sanction of the Court (/). 
 It is also doubtful whether, in a winding-up under super- 
 vision, the liquidators have power to rectify the register (g). 
 
 Where a company is being wound up under supervision, 
 the liquidators cannot recognize the release of one of its 
 contributories, declared by a deed of the directors, without 
 first obtaining the sanction of the Court (h). 
 
 In important matters the liquidators should apply to the 
 Court for its sanction, but, of course, in some cases the 
 winding-up may be completed without any necessity arising 
 for such an application. An application is sometimes 
 
 1878, pp. 71, 173 ; United Merthyr (d) S. 151. See Anglo-Romano 
 
 Collieries Co., 16 L. T. 170. As to Co., Wright's Case, 5 Ch. 437. 
 
 removal of liquidators, see ante, (e) London Quays Co., 3 Ch. 394. 
 
 Part II., p. 208, and Part III., (/) See Wright's Case, supra 
 
 Chap. I., ante, p. 408. (consent of shareholders given and 
 
 (a) Marseilles Extension By. Co., sanction unnecessary). See also 
 4 Eq. 692 ; Adam Eyton, Ld., 36 Gilbert's Case, 5 Ch. 559 ; James 
 Ch. D. 299. v. May, L. R. 6 H. L. 328. 
 
 (b) Oxford Building, dr., Co., (g) Gilbert's Case, 5 Ch. 559. 
 49 L. T. 495. (h) James v. May, L. R. 6 H. L. 
 
 (c) S. 150. 328.
 
 428 
 
 Proof of Debts. 
 
 Winding 
 up SUB- 
 JECT TO 
 
 Super- 
 vision. 
 
 Chap. II. made to the Court for liberty to pass and vouch the 
 accounts of the liquidators. 
 
 Liquidators under supervision must render accounts 
 under s. 15 of the Act of 1890 (a). 
 
 The liquidator has power to appoint a solicitor. 
 
 Applications to the Court. — When a supervision order is 
 made, liberty may be given to creditors, contributories, or 
 others to apply at chambers (&). As already stated, in 
 a purely voluntary winding-up, it is doubtful whether 
 creditors can apply. The application may be made by 
 summons. 
 
 Proof of debts (c). — Upon the summons of the liquidators, 
 the debts and claims may be adjudicated on by the Court ; 
 but when this is not considered necessary, the liquidators 
 will at once issue the usual notices to creditors, if not 
 already forwarded, and make out the list in precisely the 
 same manner as in a voluntary winding-up. 
 
 In case of any disputed claims, applications can be made 
 to the Court by the liquidators to adjudicate upon them as 
 in a voluntary winding-up. The application will be by 
 summons. The advertisement will be the same as in 
 a winding-up by the Court. Claimants, also, can apply to 
 the Court as in a winding-up by the Court. 
 
 The person seeking to prove must allege and shew him- 
 self to be a creditor at the date of his proof for the amount 
 he seeks to recover ; and the date of the order for con- 
 tinuing the voluntary winding-up under supervision does 
 not affect the question (d). 
 
 Dividends can be paid by the liquidators as in a voluntary 
 winding-up, or, alter adjudication by the Court, applica- 
 tion can be made by summons for liberty to declare the 
 dividends as in a winding-up by the Court. But, as a rule, 
 dividends are declared without applying to the Court. 
 
 Contributories and calls (c). — The liquidators, after the 
 supervision order, will, as a general rule, make out and settle 
 the list of contributories as in a voluntary winding-up ; 
 but they may apply to the Court to settle it, if it is con- 
 sidered desirable. The calls are also usually made by the 
 liquidators, who, when necessary, obtain the assistance of 
 
 (a) Stock and Share Auction Co. 
 [1894], 1 Ch. 736. 
 ~ (6) S. 147. 
 
 (c) See also ante, Part I., Chap. 
 VII. 
 
 (d) Ex p. Maxondoff,Re Oriental 
 Commercial Bank, 6 Eq. 582. 
 
 (e) See also ante, Part I., Chaps. 
 VIII. and IX.
 
 Dissolution. 429 
 
 Winding- 
 up sub- 
 
 vision. 
 
 the Court to enforce payment ; but application may be Chap. II 
 
 made to the Court to make the calls. Any contributory 
 
 may apply by summons to strike his name off the list, or 
 
 to put some other contributory on it. JECT T0 
 
 Transfer of company's business or property. — See post, 
 Part IV. Where there has been a supervision order, the 
 Court, by s. 95, is at liberty, without any special resolu- 
 tion, to sanction an arrangement which in case of a 
 voluntary winding-up could only be made by a special 
 resolution under s. 161 (a). 
 
 Other provisions applicable. — The provisions relating to 
 the following matters are also applicable to a winding-up 
 under supervision in the same manner as in a winding-up 
 by the Court under the Act of 1862 ; inspection of books, 
 &c. (b) ; dispositions after the commencement of the wind- 
 ing-up (c) ; power to compromise (d) ; taxation of costs (e) ; 
 prosecution of delinquent directors (/) ; preliminary 
 examination of officials (g). 
 
 As to misfeasance, see s. 10 of the Act of 1890, ante, 
 Part II., p. 280, and ante, Part I., Chap. XII. 
 
 Dissolution. — As a rule, the final meeting is called by 
 the liquidators, and the company is dissolved in the same 
 manner as in a voluntary winding-up (h). An application, 
 however, is, in some few cases, made to the Court that the 
 liquidators should make up an account, and call a general 
 meeting (h)., 
 
 (a) Cambrian Mining Co., 48 (e) See Part I., Chap. XIV., 
 L. T. 114. p. 259. 
 
 (b) See Part I., Chap. XL, (/) See Part I., Chap. XII., 
 p. 204. p. 197. 
 
 (c) See Part I., Chap. VI. (q) See Part I., Chap. IX. 
 
 (d) See Part I., Chap. X. (A) See p. 413.
 
 PART IV. 
 
 RECONSTRUCTION, AMALGAMATION, 
 
 AND 
 
 ARRANGEMENTS.
 
 432 
 
 Reconstruction. 
 
 RECONSTRUCTION, AMALGAMATION, AND 
 ARRANGEMENTS. 
 
 Part IV. 
 
 Kecon- 
 
 STRUC- 
 TION, 
 
 Amalga- 
 mation, 
 and Ar- 
 range- 
 ments. 
 
 It often is advisable to reorganize a company on a fresh 
 basis with regard to the powers of the company, or the 
 rights of (a.) its shareholders, or (b.) of both its shareholders 
 and creditors. Where the parties whose interests would 
 be affected are numerous it would be practically impossible 
 to carry out such a reorganization, inasmuch as any in- 
 significant minority declining to concur would be in a 
 position to veto the proposals, unless some special pro- 
 vision had been made by the Legislature enabling the 
 majority of the shareholders or creditors respectively to 
 bind the dissentient minority of their class. 
 
 To meet this difficulty there are several provisions in 
 the Companies Acts whereby, notwithstanding the oppo- 
 sition of a minority, a company is enabled to carry out — 
 
 (1.) A reconstruction of the company, affecting only the 
 shareholders and leaving creditors unaffected, but at the 
 same time enabling creditors to stop the reconstruction by 
 applying for a winding-up order (either compulsory or 
 under supervision) within one year. 
 
 (2.) An amalgamation of the company with one or more 
 other companies. This is usually carried out by means 
 of reconstruction, but in some respects it calls for separate 
 treatment in a work such as the present. 
 
 (3.) An arrangement affecting the interests of share- 
 holders and creditors, or of either one of those classes. 
 
 Reconstruction. — Section 1G1 of the Act of 1862 (which 
 is set out at length in the Appendix) provides — 
 
 (1.) That where a company is (a.) proposed to be, or (b.) 
 is in course of being wound up altogether voluntarily, and 
 the whole or a portion of its business or property is pro- 
 posed to be transferred to another company, the liquidators 
 may, with the sanction of a special resolution, receive in 
 compensation or part compensation for such transfer or
 
 Reconstruction. 433 
 
 sale, shares, policies, or other like interests in such other Part IV. 
 
 company for the purpose of distribution amongst the 
 
 members of the company being wound up, or enter into Recon_ 
 arrangements whereby the members of the company being ^•l/ 
 wound up may participate in the profits of, or receive any Ama'lga- 
 other benefit from, the purchasing company. mation, 
 
 (2.) That any such sale or arrangement shall be binding AND Ar ~ 
 on the members of the company being wound up, but KANGE " 
 that if any member who has not voted in favour of the " 
 special resolution at either of the meetings held for passing 
 the same expresses his dissent from such resolution in the 
 manner and within the time mentioned in the section, 
 such dissentient member may require the liquidators 
 either — 
 
 (a.) To abstain from carrying the resolution into effect ; 
 
 or, 
 (b.) To purchase the interest of the dissentient member 
 at a price to be determined under s. 162, either 
 by agreement or arbitration, such purchase-money 
 to be paid before the company is dissolved, and to 
 be raised by the liquidators in such manner as 
 may be determined by special resolution. 
 (3.) That no special resolution shall be deemed invalid 
 by reason that it was passed antecedently to or con- 
 currently with any resolution for winding-up or for 
 appointing liquidators ; and 
 
 (4.) That if an order be made within a year for winding 
 up the company by or subject to the supervision of the 
 Court, such resolution shall not be of any validity unless 
 it is sanctioned by the Court.. 
 
 When a reconstruction is desirable. — A case for reconstruc- 
 tion (as distinct from amalgamation, which is separately 
 treated hereafter) usually arises when it is desired to make 
 some alteration in the objects, or to deal with the capital of 
 the company in a manner which cannot be effected by the 
 Company as originally constituted, and cannot be carried 
 out, or conveniently carried out, under the provisions in 
 the Acts for the alteration of the memorandum of associa- 
 tion or the reduction of the capital of a company, as to 
 which see post, Part V. 
 
 For instance, it may be desired to carry on some 
 business quite foreign to the purpose for which the 
 company was formed, or to reduce, subdivide, or otherwise 
 deal with the capital of the company, or to issue new 
 shares with preferential rights which could not be 
 
 e.w. 2 F
 
 434 
 
 Reconstruction. 
 
 Recon- 
 struc- 
 tion, 
 Amalga- 
 mation, 
 and Ar- 
 range- 
 ments. 
 
 Part IV. conferred by the company as originally constituted, or to 
 get rid of founders' shares. 
 
 Under such circumstances a new company is formed 
 and registered, which is so constituted that the desired 
 object can be carried out ; and provided that the majority 
 of shareholders desirous of making the alteration is large 
 enough to carry a special resolution, the undertaking of 
 the old company is sold, under the provisions of s. 161, 
 to the new company, in consideration of shares or 
 other interests in the new company which the share- 
 holders take in exchange for their interests in the old 
 company. 
 
 Creditors. — The section does not mention creditors, but 
 they are bound by a sale under its provisions (a) ; the 
 remedy of a creditor who cannot get payment of his debt 
 is to obtain an order winding up the old company before 
 the expiration of a year (a), in which case, under the last 
 proviso to the section, the reconstruction is avoided, unless 
 sanctioned by the Court. 
 
 The licraidators have no power to release a dissentient 
 shareholder from his liability to the creditors, but only to 
 purchase his interest in the company, and the fact that 
 such purchase is carried out by a transfer of his shares 
 makes no difference to his liabilit} 7 (b). 
 
 Where a shareholder, on reconstruction, accepted fully 
 paid shares and partly paid debentures in exchange for 
 partly paid shares in the old company, he was held not 
 entitled as against creditors of the old company, who had 
 not assented to the scheme, to treat the instalments paid on 
 his debentures as being in reduction of his liability to the 
 old company (c). 
 
 After a year, however, it seems that the shareholder is 
 under no liability to creditors (cl). 
 
 If a creditor accepts a substituted security of the pur- 
 chasing company and the purchase is set aside as ultra 
 vires, the Court can remit the creditor to his original rights 
 against the selling company (V). 
 
 Practice. — The first step where the company is not 
 already in liquidation is to call a meeting for the purpose 
 of resolving that the company be wound up voluntarily, and 
 
 (a) City and County Investment 
 Co., 13 Ch. D. 475. 
 
 (I,) Fining's Case, G Ch. 9G. 
 
 (c) Ex p. Jeaffreson, 11 Eq. 
 109. As to liability to costs, see 
 
 Ex i>. Poole's Executors, 8 Ch. 702. 
 
 (d) City and County Investment 
 Co., supra. 
 
 (e) Saxon Life Assurance Co., 
 Anchor I Use, 2 J. & U. -108.
 
 Reconstruction. 
 
 43,' 
 
 authorizing the liquidators to sell all the undertaking of 
 the company under s. 161 to a new company on the terms 
 of a scheme of reconstruction. The notice must shew 
 clearly that the proceedings are to be under s. 1G1 (a). 
 With the notice convening the meeting a copy of the 
 scheme should be sent to each shareholder. It can either 
 form part of the notice or be a separate document (b). It 
 is not essential that a scheme of reconstruction should be 
 formulated, and if that course is not adopted, the draft 
 agreement for sale to the new company should be prepared 
 before and submitted to the meeting. As a rule, it is 
 found more convenient to have a scheme in plain un- 
 technical language, so that the shareholders can understand 
 exactly what it is to which they are asked to agree. 
 
 If the resolution is duly carried, the next step is to call 
 the second meeting for the purpose of confirming the reso- 
 lution (c). It is not competent to call both meetings by 
 one circular (d). 
 
 If duly confirmed, a printed copy of the special resolu- 
 lution must be sent to the Kegistrar of Joint Stock 
 Companies, and the resolution must be advertised in the 
 Gazette (e). The advertisement may state that the wind- 
 ing-up is for the purpose of reconstruction only. 
 
 The company is now in liquidation, and under the terms 
 of the resolution the liquidators are in a position to carry 
 out the sale to a new company. The first thing to do 
 is to prepare the memorandum and articles, and register 
 the new company. As a general rule, where there is little 
 doubt that the reconstruction will be agreed to (and in most 
 cases the opinions of the shareholders have been sounded 
 before the meetings are called), the draft Memorandum and 
 articles of the new company, the scheme for reconstruc- 
 tion and the agreement for sale to a trustee for the new 
 company, are all prepared before the meetings are called, 
 the memorandum and articles conferring on the company 
 the powers, or containing the provisions as to capital, for 
 the attainment of which the reconstruction is being car- 
 ried out ; and the agreement for sale providing for the 
 transfer of all the assets of the old company to the new 
 one, subject to the debts and liabilities of the old company, 
 and the costs of the reconstruction, and providing for the 
 
 Part IV. 
 
 Recon- 
 struc- 
 tion, 
 Amalga- 
 mation, 
 and Ar- 
 range- 
 ments. 
 
 (a) Imperial Haul- of China v. 
 Bank of Hindustan, ii Eq. 91 ; V-.'.r 
 p. Fox, 6 Ch. 170. 
 
 (b) See form, post, p. 58G. 
 
 (<•) Bee form ol notice, 'pod,\>. 585. 
 
 ((/) Alexander v. Simpson, •!•'! 
 Ch. 1). L39. 
 
 (c) Bee ante, p. 401, as to volun- 
 tary winding-up generally.
 
 436 
 
 Reconstruction. 
 
 Kecon- 
 struc- 
 
 TION, 
 
 Amalga- 
 mation, 
 and Ar- 
 range- 
 ments. 
 
 Part IV. allotment of shares in the new company to the members of 
 the old company, in accordance with the scheme. The 
 advantage of having the documents previously prepared is 
 that, as soon as the resolution is confirmed, the new com- 
 pany can be forthwith registered and the sale proceeded 
 with without delay. 
 
 Name of new company. — The new company may be formed 
 under the same name as the old company, if the consent of 
 the latter is testified to the satisfaction of the registrar (a). 
 If the same name is to be adopted, the resolutions should 
 authorize the liquidator to consent (6), and he should give 
 formal notice to the registrar, stating that the company 
 "is in course of being dissolved," and that on behalf of 
 the company he "testifies its consent" to the registration 
 of a new company by the same name. 
 
 When the new company is registered, a short agreement 
 is entered into by it adopting the agreement for sale, and 
 in due course the transfer of the property is completed in 
 the usual way. 
 
 If fully paid shares are to be issued, the agreement must 
 be filed under s. 25 of the 1867 Act. Usually it is found 
 expedient to file supplemental contracts identifying the 
 numbers of the shares and specifying the allottees. The 
 agreement should be executed by both parties (c). 
 
 Dissentients. — Provision must 
 sum necessary for paying out 
 
 be made for raising any 
 members who give notice 
 that they dissent from the resolution in accordance with 
 s. 161. The usual arrangement is for the agreement for 
 sale to provide that the new company shall pay to the 
 liquidator all such sums as he may require to purchase 
 the interests of dissentients (d). If this course is not 
 adopted, the liquidator of the old company raises the 
 required sum by sale of shares in the new company. 
 
 A shareholder may do one of three things : (1.) Assent. 
 (2.) Take no steps, and abandon all his interest in the 
 companies. (3.) Dissent. The following are the require- 
 ments for effectual dissent : — 
 
 (a.) The member must not vote in favour of the resolution 
 at either meeting. 
 
 (}).) He must give written notice expressing his dissent, 
 
 (a) S. 20 of 1862 Act. 
 
 (b) See form, p. 585. 
 
 (c) New Eberhardt Co., 43 Oh. D. 
 118 ; Eisner and Mc Arthur's Case 
 
 [1895], 2 Ch. 759. See ante, Part 
 I., Chap. VJIL, ]). 130, as to this. 
 (d) See clause 5 of form, p. 588.
 
 Reconstruction. 437 
 
 addressed to the liquidators, or one of tbern, and Part IV. 
 
 left at the registered office of the company within 
 
 seven days from the second meeting. Recon- 
 
 (c.) In the same notice («) he must require the liquidators !3q5 C 
 
 either to abstain from carrying the resolution into Amalga- 
 effect, or to purchase his interest. mation, 
 
 Notice of dissent given before the special resolution is AND Ar - 
 confirmed is valid (/>) ; probably a notice given before any RANGE ~ 
 resolution was passed would not be good (b). '_ 
 
 If a member do not dissent in the manner and time 
 specified, he must either accept the new shares or take 
 nothing (c), but he cannot be compelled to take the new 
 shares (d). 
 
 Application to the Court may be made, under s. 138, as 
 to any question with respect to time of dissent (e) by 
 summons in chambers. 
 
 The price of the dissentient shareholder's interest is to 
 be determined by agreement, or, in case of dispute, by 
 arbitration in the manner directed by s. 1G2, which 
 incorporates the Companies Clauses Consolidation Act, 
 1845 (/), unless provision is made for arbitration by the 
 articles of association, when the provisions of the articles 
 must be complied with {(f). The Court, on the application 
 of the liquidators, has jurisdiction to order a commis- 
 sion for the examination of witnesses abroad (It). 
 
 No interest is payable on the amount of an award 
 settling the price except from the date when payment of 
 the amount awarded is demanded, and such interest is 
 properly calculated at the rate of £4 per cent. (/). This 
 purchase-money is to be paid before the company is dis- 
 solved, and is to be raised by the liquidators as determined 
 by special resolution (/,). 
 
 An action may be brought against the company by the 
 
 (a) Union Bank of Kingston- the application was by motion. 
 upon-Hull, 13 Ch. D. 808. See (/) 8 & 9 Vict. c. 10, ss. 128- 
 form of nuti' e, post, p. 585. 134 ; Be Anglo-Italian Bank and 
 
 (b) London and Westminster Be Bosaz, L. R. 2 Q. B. 452. As 
 Bread Co., 62 L. T. 224. to costs of the arbitration, see hn- 
 
 (c) Higy's Case, 13 W. R. 937 ; perial Merc. Credit Ass., 12 Eq. 
 Clinch v. Financial Corp., 4 Ch. 504. 
 
 117. ((/) De Bosaz v. Anglo-Balian 
 
 (d) Bank of Hindustan Ex p. Bank, L. R. 4 Q. B. 462. 
 
 Los, 34 L. J. Ch. 609 ; Higg'8 Case, (Jt) Mysore West Gold Mining 
 
 supra ; Martin's Case, 2 II. & M. Co., 42 Ch. D. 535. 
 
 609 ; Empire Ass. Corp., 4 Eq. (*) United States Cable Co., 48 
 
 341 ; Exp. Fox, 6 Ch. 170. L. J. Ch. 665. 
 
 (e) Union Bank of Kingston- (Je) S. 161. 
 upon- Hull, 13 CO. D. 808, where
 
 438 
 
 Reconstruction. 
 
 Part IV. 
 
 Recon- 
 struc- 
 tion, 
 Amalga- 
 mation, 
 and Ar- 
 range- 
 ments. 
 
 shareholders on the agreement or the award if the 
 purchase-money is not paid (a). 
 
 If the dissentient shareholder declines the price offered 
 by the liquidators for his shares, he is not entitled, whilst 
 the arbitration on the subject is pending, but before any 
 steps have been taken in it beyond naming the arbitrators, 
 to inspect the books of the old company which have 
 already been handed over to the new company, in order 
 to see whether it would be advantageous to accept the 
 offer (b). 
 
 When the matter comes before the arbitrators, the 
 burden of proof is upon the liquidators to shew that the 
 price offered is a fair one (c). 
 
 The only means of impeaching the sale or transfer is by 
 an action, which may be brought on behalf of the dis- 
 sentient shareholder and all other shareholders (d). But 
 leave will not be given by the Court to a shareholder to 
 commence an action in the name of the company to set 
 aside an arrangement, if intra vires, though irregular (<?). 
 An action may be barred by delay ( f ) . Members who 
 have accepted shares in the new company maybe estopped 
 from repudiating them, although the sale is void (g). 
 
 It is usual in modern articles of association to provide 
 that, on reconstruction, a dissentient member shall not 
 have the rights given him by s. 161, but that he shall have 
 the right to require the liquidator to sell the shares or 
 other interests to which he is entitled under the scheme, 
 and to pay him the proceeds. This is a very useful clause, 
 and facilitates the reconstruction considerably. It is 
 sometimes provided that, on reconstruction, the share- 
 holders shall take the shares, &c, in the new company, 
 but this is capable of working great hardship where the 
 shares in the new company are under the scheme to be 
 deemed to be only partly paid up. 
 
 What sales may be made. — A sale cannot be made to an 
 
 («■) J)e Rosaz v. Anglo-Italian 
 Bank, L. K. 4 Q. B. 462. 
 
 (h) Glamorganshire Banking Co., 
 Morgan's Cast, 28 Ch. D. 620. 
 
 (c) lb. 
 
 (d) Imperial Bank of China and 
 Japan, 1 CI). 339 ; International 
 Life Ass. Soc, 20 L. T. 433 (peti- 
 tion to wind up ordered to stand 
 over) ; Clinch v. Financial Corp., 
 4 Ch. 177; Bird V. Bird's Sewage 
 Co., 9 Cli. 35. But see City and 
 
 County Investment Co., 13 Ch. D. 
 475. As to the duty ofdirectors,and 
 accepting commission on a sale, see 
 General Exchange Bank v. Horner, 
 9 Eq. 480. 
 
 (e) Ex p. Fox, 6 Ch. 176. See 
 Hester & Co., 44 L. J. Ch. 757. 
 
 (/) See Clinch v. Financial Corp., 
 supra ; Hafod Hotel Co., 18 L. T. 
 144. 
 
 (//) Bank of Hindustan, &c, 9 
 Ch.' 1.
 
 Reconstruction. 
 
 439 
 
 individual speculator (a), but a sale to an agent for a com- 
 pany to be formed is good (/>). The purchasing company 
 may be a foreign company or one not formed under the 
 Act (c), or one formed for the purpose of taking over the 
 business of the company being wound up (d). A sale has 
 been sanctioned where there was an option to repurchase (<?). 
 A company incorporated by a charter or special Act of 
 Parliament cannot delegate its powers or transfer its 
 business unless authorized by its charter or Act (/). 
 
 If an unregistered company cannot by its deed of settle- 
 ment sell or transfer its business, the object may be 
 effected by registering under the Acts, passing a resolution 
 to wind up voluntarily and taking steps under s. 1G1 (g). 
 
 A contract for sale of a company's undertaking made by 
 directors, but vltra vires, may be supported under this 
 section if within its terms (h). 
 
 The section applies to mutual insurance societies (i). 
 The purchasing company may take a portion only of the 
 assets and liabilities of the old company (k). 
 
 Distribution of proceeds of sale. — S. 161 only enables the 
 general meeting to decide on the nature of the considera- 
 tion to be accepted, and not on the mode of its distribution (I). 
 The only proper mode in which such consideration can be 
 divided is, under s. 133, among the members according to 
 their rights and interests in the old company (I). Thus, 
 where a company with preference shares and ordinary 
 shares, the preference shares conferring no priority as to 
 capital, is reconstructed, shares in the new company must 
 be distributed pro rata amongst all the shareholders of 
 the old company, for it is ultra vires to give preference 
 shares in the new company to preference shareholders in 
 the old company, and ordinary shares to ordinary share- 
 holders in the old company (m). 
 
 A fresh and original liability cannot be imposed upon 
 the shareholders in the company whose business is to be 
 
 (a) Bird v. Bird's Sewage Co., 
 9 Ch. 358. 
 
 (b) Hester & Co., 44 L. J. Ch. 
 757. 
 
 (c) Irrigation Co. of France, Ex 
 p. Fox, 6 Ch. 17ti. 
 
 ((/) Imperial Mercantile Credit 
 Ass., 12 Eq. 504. 
 
 (e) Cambrian Alining Co., 48 
 L. T. 111. 
 
 (/) Lindley (5th ed.), 891-892. 
 
 (a) Southall v. British Mutual, 
 
 Part IV. 
 
 Recon- 
 struc- 
 tion, 
 Amalga- 
 mation, 
 and Ar- 
 range- 
 ments. 
 
 (fee, Soc, 6 Ch. 014. 
 
 (A) Clinch v. Financial Corp., 4 
 Ch. 117. 
 
 (t) Southall v. British Mutual, 
 <£c., Soc, supra. 
 
 (A*) City and County Investment 
 Co., 13 Cn. D. 475 ; Basye, &c, 
 Mini/if/ Co., 40 L. T. 85. 
 
 (0 Griffith v. Bagct, 5 Ch. D.894. 
 
 (n») Simpson v. Balace Theatre, 
 W. N. (1893), p. 91.
 
 440 
 
 Reconstruction. 
 
 Part IV. 
 
 Recon- 
 struc- 
 tion, 
 Amalga- 
 mation, 
 and Ar- 
 range- 
 ments. 
 
 transferred without their consent, and any such arrange- 
 ment will be ultra vires and invalid (a). The shares in 
 the new company are purchased by the assets of the old 
 company at the time of the liquidation, not assets to be 
 got by subsequent calls (&). 
 
 But a sale may be made for shares in the new company 
 not fully paid up (c), or for preference or deferred shares (rf)„ 
 
 Where under the terms of the scheme the shares in the 
 new company are payable by instalments, but before such 
 instalments become due the new company is wound up, 
 the liquidator of the new company can make an immediate 
 call for the whole amount of the shares ; the contract as to 
 instalments is determined by the winding-up (e). 
 
 The shares should generally be allotted to the share- 
 holders directly, and not to the liquidator, as it may lead 
 to liability (/). And it may be stipulated that the shares, 
 in the purchasing company, which are to be given as a 
 consideration for the transfer, shall be distributed directly 
 among the shareholders of the transferring company, and 
 not given to the liquidator as part of the assets of the 
 winding-up (g). But, where only the shares of the new 
 company will remain to satisfy the dissentients' claims,, 
 the liquidators may be put upon terms not to part with 
 the assets until payment to the dissentient shareholders 
 of the value of their shares (/<■). The same rules would 
 equally apply to the distribution of any proceeds of sale. 
 The liquidator may, if he sees fit, protect himself by an 
 application to the Court in reference to the distribution of 
 the shares. 
 
 (a) Clinch v. Financial Corp., 4 
 Ch. 117 ; Imperial Bank of China 
 v. Bank oi Hindustan, 6 Eq. 91. 
 As to shareholders incurring fresh 
 liability, see Ex p. Poole, 8 Ch. 702. 
 See also Bank of Hindustan v. 
 Alison, L. R. 6 C. P. 222, and City 
 and County Investment Co., 18 Ch. 
 D. 475 ; Bank of South Australia 
 (2) [1895], 1 Ch. 578. 
 
 (b) Clinch v. Financial Corp., 
 per Wood, V.C., 5 Eq., at p. -17(1. 
 
 (c) Fasti ethivaite v. Fort Phillip 
 Cold Co., 43 Ch. 1). 452 ; City and 
 County Investment Co., supra. 
 
 (d) Imperial Mercantile Credit 
 Ass., 12 Eq. 504 ; Hester & Co., 44 
 L. J. Ch. 757. 
 
 (e) Cordova Union Gold Co. 
 [1891], 2 Ch. 580. 
 
 (/) DyetCs Case, 43 L. T. 85. 
 
 (</) City and County Investment 
 Co., 13 Ch. 1 >. 475 ; Busye, &c. t 
 Mining Co., 48 L. T. 85 ; Postle- 
 thwaiie v. Port Phillip Gold Co., 
 43 Ch. D. 452. As to unallotted 
 shares, and claiming to prove iu 
 the subsequent winding-up of the 
 purchasing company, see Mercantile 
 and Exchange Bank, Exp). London 
 Bank of Scotland, 12 Eq. HG8. As 
 to tlie personal liability of the 
 parties to the agreement lor sale on 
 shaies in their Lands, where there 
 has been an allotment of unpaid 
 shares in the new company, see 
 Basye, &c, Mining Co., 43 L. T. 85. 
 
 (//) J Jester & Co., 44 L. J. Ch. 
 757. See infra.
 
 Reconstruction. 
 
 441 
 
 A scheme will not be vitiated by the insertion of a limit Part IV. 
 of time by the liquidator of the old company within which 
 the option to take shares in the new company is to be 
 exercised, provided the limit is such as to leave the option 
 available for a reasonable time (a). Even if the limit of 
 time is left to be determined by the directors of the new 
 company, it is doubtful whether that would be treated as 
 a serious objection to the scheme (b). If a shareholder 
 does not apply for the new shares within the limit of time 
 fixed by the resolutions, he cannot, as a rule, obtain allot- 
 ment of the shares or damages (c). The distribution con- 
 templated by s. 1G1 must take place before the close of the 
 winding-up in the course of which the sale is made. 
 
 Where the company has a lien on shares, it will also 
 have a lien on the money representing the shares on a 
 sale of the company's assets (d). 
 
 Where the winding-up is compulsory or under supervision. — ■ 
 S. 161 only applies to a purely voluntary winding-up, but 
 in a winding-up under supervision of or by the Court a 
 sale of the company's property for shares and a recon- 
 struction can be effected under s. 95 (c). 
 
 Where the windiug-up is not purely voluntary, a special 
 resolution is not necessary, and the dissentient share- 
 holders' rights under s. 101 do not attach, but in such 
 cases the Court has a discretion, and can give similar 
 rights and impose similar terms (/). 
 
 Winding-up order within a year. — The liability to have 
 a reconstruction avoided by reason of a compulsory or 
 supervision order being obtained within twelve months 
 may render it expedient to apply forthwith for a super- 
 vision order {g), in order to be able to apply immediately 
 for the sanction of the Court. Such sanction cannot be 
 given before making a supervision or compulsory order, 
 but may be given at the same time (Ji). 
 
 (a) Postlethivaite v. Port Phillip 
 Gold Co., 43 Ch. D. 452. 
 
 (b) See Nicholl v. Eberhardt Co., 
 59 L. J. Ch. 103. 
 
 (c) Weston v. New Guston Co., 
 62 L. T. 275 ; South Australian 
 Petroleum Fields, Ld., W. N. 
 (189-4) 169. bee also Zuccani v. 
 Nacujpai Gold Co., 61 L. T. 176, 
 as tu shareholder lying by and 
 losing right to specific performance 
 of an agreemect with the new 
 compauy 
 
 (d) General Exchange Batik, 
 Ex p. Lewis, 6 Ch. 818. 
 
 (e) Imperial Mercantile Credit 
 Ass., 12 Eq. 504 ; Agra and Master- 
 man's Bank, ib. 509 ; Albert Life 
 Assurance Co., 6 Ch. 381 ; General 
 Exchange Bank, 15 W. R. 447. 
 
 (/) Cambrian Mining Co., 48 
 L. T. 114. See 1 in nk of South 
 Australia [1895], 2 Ch. 57S. 
 
 (g) New Flagstaf Co., W. X. 
 (1889), p. 123. 
 
 (A) CallaoBis. Co., 42Ch.D. 169.
 
 442 
 
 Reconstruction. 
 
 Recon- 
 struc- 
 tion, 
 
 mation, 
 and Ar- 
 range- 
 ments. 
 
 Part IV. In giving such sanction, the Court will have regard to 
 the wishes of a majority of the shareholders and credi- 
 tors deliberately expressed upon full information fairly 
 afforded to them, as against the opposition of a dissentient 
 
 Ama'lga- minority (a). The sanction will be given notwithstanding 
 suggestions of possible liabilities to the dissentients, if the 
 scheme is approved by the majority, and is clearly ad- 
 vantageous unless it appears that the liabilities will in 
 fact ensue (&). 
 
 The principles which are applied to the case of dis- 
 sentient shareholders are applied to dissentient credi- 
 tors (c). 
 
 Reconstruction independently of s. 161. — It is not com- 
 petent for a company to alter its articles of association so 
 as to deprive dissentient members of their rights under 
 s. 161 ((/). But the memorandum of association may 
 confer a power for the company to sell its undertaking to 
 another company, in consideration of shares, and such a 
 power has the effect of excluding the operation of s. 161, 
 notwithstanding that at the time of the execution of the 
 contract for sale it is in contemplation to wind up the 
 selling company voluntarily (e). In such a case the com- 
 pany may call up all their uncalled capital and include 
 it in the sale (/). But the whole consideration given by 
 the purchasing company must come into the hands or 
 under the control of the vendor company (g). It is possible 
 also to restrict the rights of dissentients by the articles 
 of association, and the articles are frequently now framed 
 so as to enable the liquidator to sell shares which dis- 
 sentient members are entitled to take up but do not take 
 up, and to pay the proceeds of sale to the dissentients. 
 
 Independently of s. 161, the liquidator in voluntary 
 winding-up has power, under ss. 95 and 133 (sub-s. 7), to 
 sell the assets to another company, and he may agree to 
 make calls for the purpose of paying the debts of the 
 company, and to pay such calls to the purchasers if the 
 purchasers undertake the debts (h). 
 
 (a) Imperial Mercantile Credit 
 Association, 12 Eq. 504, Exp. Fox, 
 Ch. 176. 
 
 (/;) Marine Investment Co., Ex p. 
 Poole, 8 Ch. 702. 
 
 (c) Tunis Hallway, 10 Ch. D. 
 270 n. ; S. C. on appeal, 31 L. T. 
 204. 
 
 (d) Ex p. Fox, 6 Ch. 176. 
 
 (e) Cotton- v. Imperial and 
 
 Foreign Agency, &c, Corpn. [1892], 
 3 Ch. 454 ; North British Water 
 Co., 1 Manson 132. 
 
 (/) New Zealand Gold, &c, Co. 
 v. Feacoch [1894], 1 Q. B. 622. 
 
 (7) Hoist v. Sydney, &c, Coal 
 ( 'o., 69 L. T. 132. 
 
 (/i) Hank of Mouth Australia (2) 
 [1895], 1 Ch. 578.
 
 Amalgamation. 443 
 
 Amalgamation.— By amalgamation of companies under Part IV. 
 
 the Companies Acts is meant the transfer of all or part 
 
 of the assets of one or more company or companies to *=<££- 
 another company (a). The transferee company may either TI0N> 
 be an existing company formed for other purposes, or one Amalga- 
 formed tor the special purpose of taking a transfer of the mation, 
 assets of the amalgamating companies. 
 
 RANGE- 
 
 Reasons for amalgamation.— The chief reason is to effect mknts. 
 saving in expenses of management, directors' fees, &c, and 
 to prevent competition. Also, if the company is nourish- 
 ing, there is a more ready market if the number of shares 
 is increased. 
 
 How effected.— (1.) By special Act of Parliament. This is 
 unusual, and not within the scope of this work. 
 
 (2.) Under express power conferred by the memorandum of 
 association of a company. 
 
 The precise effect of a clause in the memorandum giving 
 power to " amalgamate " is not clear. Probably it would 
 authorize the company either (a.) to sell its own under- 
 taking to another company in consideration of shares, 
 or (&.) to buy the undertaking of another company, paying 
 therefor in shares (b). As a rule, the memorandum now 
 authorizes expressly a sale or purchase of the undertaking. 
 As to the effect of such a clause on dissentients by exclud- 
 ing the provisions of s. 161, see ante, p. 442. 
 
 (3.) Under s. 161 of the 1862 Act. This is the usual 
 method. If two existing companies wish to amalgamate, 
 and one has power under its constitution to purchase the 
 undertaking of the other, and also has sufficient unissued 
 shares to answer the requirements of the amalgamation, 
 the one company resolves to wind up and to sell its under- 
 taking to the other in consideration of shares. It is, in 
 fact, a simple reconstruction. 
 
 If neither company has power to purchase the under- 
 taking of the other, it is necessary to form a new company 
 to purchase the undertakings of both companies. In this 
 case botli the old companies resolve upon winding-up, and 
 both sell their assets to the new company in consideration 
 of shares. It is, in fact, a double reconstruction. 
 
 (a) As to the distinction between 29; Pnlhroolcv. New Civil Service 
 
 "reconstruction" and "amalga- Co., 26 W. E. 11 ; Dougan's Case, 
 
 mation," see Hooper v. Western 8 Cb. 545 ; Wynne's Case, ib. 1007 ; 
 
 Counties and Telephone Co., 41 He Financial Corpn., 28 W. R. 
 
 W. R. 84. 760; North British Water Co., 
 
 (I) Era Case, 1 De G. J. & S. 1 Mansou 132.
 
 444 
 
 Amalgamation. 
 
 It is, therefore, needless here to explain in detail this 
 mode of amalgamating ; the reader is referred to the 
 earlier section of this chapter, which deals with recon- 
 struction at length. There are, however, a few points 
 which require further notice. 
 
 Unregistered company. — If the company is not registered, 
 e.g. an unregistered mutual life assurance company (a), it 
 must first register under the Act and then proceed in the 
 usual way. 
 
 If the purchasing company has power to purchase only 
 with the sanction of a resolution of the company, such 
 resolution should be passed before the vendor company 
 resolves upon winding-up. Difficulties, requiring recon- 
 struction or application to the Court to stay the liquidation 
 to remove them, would arise if the vendor company 
 resolved to wind up, and subsequently it turned out that 
 the shareholders in the purchasing company refused to 
 sanction the arrangement. So, too, a resolution may be 
 required by the purchasing company if they have to create 
 new shares in order to be able to carry out the amalgama- 
 tion. This also should be passed before the vendor 
 company resolves to wind up. 
 
 Directors. — If it is desired that the directors of the 
 selling company should be on the board of the purchasing 
 company, due provision must be made for that purpose. 
 If the purchasing company is a new company, such 
 provision will be contained in the articles ; if it is an 
 existing company, the provisions of its articles must be 
 complied with ; and if the power of appointing directors is, 
 as is usually the case, vested in a general meeting of the 
 company, the appointment of directors must be made by 
 such a meeting. 
 
 A provision in the agreement for amalgamation, that 
 part of the purchase-money shall be paid to the directors 
 of the selling company by way of bonus, does not invalidate 
 the amalgamation (b). There must not, of course, be any 
 concealment relating to the bonus. 
 
 Name of company.— As to using same name as selling 
 company, see ante, p. 430. If the purchasing company 
 desires to change its name, a special resolution must be 
 passed for the purpose, under s. 13 of the 1862 Act, and 
 the sanction of the Board of Trade obtained. The change 
 
 (a) Soulhall v. British Mutual 
 Life Assce. Co., 11 Eq. 65. 
 
 (b) lb., 6 Cli. 614.
 
 Amalgamation. 
 
 44^ 
 
 is not complete until a new certificate of incorporation is Part IV 
 issued (a). 
 
 Failure of purchasing company to indemnify against debts. — 
 Where the purchasing company, which has purchased 
 subject to liabilities of the vendor company, fails to satisfy 
 such liabilities, and is wound up, the selling company is 
 not entitled to have any assets back, although they have 
 not been legally transferred to the purchasing company (b). 
 
 As to the effect of clauses in the articles of the selling 
 company on a proposed sale or transfer of its business, 
 see the cases below (c). 
 
 Life assurance companies. — Life insurance companies 
 cannot now amalgamate or transfer their business without 
 the assent of the High Court of Justice, to be obtained by 
 petition in the Chancery Division (d). 
 
 When a petition is presented by a life assurance com- 
 pany under s. 14 of the Life Assurance Companies Act, 
 1870, on the confirmation by the Court of a conditional 
 agreement to sell and transfer its business to another 
 company, the notices required by that section to be given 
 to each policy-holder of the company must be given before 
 the hearing of the petition, and the Court will not make an 
 order on the petition, subject to the production to the 
 registrar of consents from any policy-holders to whom 
 such notices shall not have been given (e). 
 
 One-tenth of the policy-holders in any insurance com- 
 pany can stop amalgamation or transfer of life insurance 
 business by or to that company (/). Annuitants under a 
 deed in which the company covenants to guarantee the 
 payment of certain annuities, are " policy-holders " 
 within the definition of s. 2 (g). 
 
 S. 14 of the Life Assurance Companies Act, 1870, confers 
 no power on an assurance company to transfer its business 
 to another company. If a company has power to transfer, 
 this section only contemplates a transfer of the whole of 
 the assurance business as a going concern without any 
 reduction in the policies, or any fresh contracts with the 
 policy-holders (g). 
 
 (a) Shackleford v. Dawjerfiehl, 
 L. R. 3 C. P. 407. 
 
 (Jb) Albert Life Assurance Co., 
 11 Eq. 164. 
 
 (c) Empire Ass. Corp., Ex p. 
 Bagshaxv, 4 Eq. 341 ; Irrigation 
 Co. of France, Ex p. Fox, Ch. 
 170 ; Ex p. Los, 34 L. J. Ch. 609. 
 
 (d) Life Assurance Companies 
 Act, 1870, ss. 14, 15, post, Appendix. 
 See Forms, post, p. 594. 
 
 (e) Briton Life Association, 35 
 W. R. 803. 
 
 (/) 33 & 34 Vict. c. 61, s. 14. 
 (g) In re Sovereign Life Assce. 
 Co., 42 Ch. D. 540. It seems that 
 
 Recon- 
 struc- 
 tion, 
 Amalga- 
 mation, 
 and Ar- 
 range- 
 ments.
 
 446 
 
 Arrangements. 
 
 If a life assurance company having no power to transfer 
 its business, but having power to alter its articles, does so, 
 so as to take power to transfer its business, a transfer can 
 then be made (a). 
 
 Stannaries. — As to the amalgamation of companies work- 
 ing mines in the Stannaries, see s. 27 of the Stannaries 
 Act, 1887 (&). 
 
 Arrangements. — Previously to the passing of the Joint 
 Stock Companies Arrangement Act, 1870 (which is set out 
 at length in the Appendix), the only provisions enabling a 
 majority of creditors to bind the minority was contained in 
 s. 136 of the 1862 Act, which applies only in voluntary 
 winding-up ; thus there was no means of carrying out a 
 compromise except with the consent of all the creditors, 
 where the winding-up was by or under the supervision of 
 the Court (c). 
 
 The provisions of s. 136 of the 1862 Act are very similar 
 to, but are not quite the same as those of, the second 
 section of the 1870 Act. As to s. 136, and as to a liqui- 
 dator's power of compromising with creditors, see Part I., 
 Chap. X., ante, p. 192. 
 
 S. 2 of the 1870 Act provides (1.) that where an arrange- 
 ment is proposed between a company in liquidation either 
 voluntarily or by or under the supervision of the Court, and 
 the creditors or a class of the creditors of such compan}-, 
 the Court may, on the application of a creditor or the 
 liquidator, order a meeting of the creditors or class of 
 creditors to be held. 
 
 (2.) That if a majority of three-fourths in value present 
 by person or proxy agree to an arrangement, such arrange- 
 ment shall, if sanctioned by the Court, be binding on all the 
 creditors or class of creditors, and also on the liquidator 
 and contributories of the company. 
 
 When an arrangement is desirable. — It frequently happens 
 that a forced realization of the assets of a company would 
 be ruinous to both creditors and contributories, and under 
 these circumstances the above power of binding a minority 
 of the creditors to an arrangement for avoiding the ne- 
 cessity of a forced sale is most beneficial. Such arrange- 
 ments may take the form of binding creditors to accept 
 
 the dissent of one policy-holder 
 would invalidate the scheme pro- 
 posed in this case. 
 
 (a) Argus Co., 39 Cli. D. 571. 
 
 (b) 50 & 51 Vict. c. 43, s. 27, 
 
 post, Appendix. 
 
 ('•) ftee Alabama, &c. f Railway 
 Co. [1891], 1 Ch. 213, as to the 
 
 Act generally.
 
 Arrangements. 447 
 
 a composition, or of selling the assets to some one who Part IV. 
 
 will pay them a composition, the winding-up of the com- 
 
 pany being continued in each case ; or binding creditors K ec °n- 
 
 to accept from the company, in payment of their debts, *f RUC " 
 
 debentures or shares in the company which continues its Ama'lcxA- 
 
 business. Sometimes the arrangement provides for floating matiokt, 
 
 a new company, and for the creditors to take preference AND Ak - 
 
 shares or debentures, and the shareholders to take deferred RANGE - 
 
 shares, and then for the new company to carry on the old n ' NTb ' 
 business. 
 
 Practice. — The liquidator (or a creditor) prepares his 
 plan for arranging with the creditors, and as a rule he 
 sounds the views of the largest creditors, with the object 
 of ascertaining whether they are disposed to concur, before 
 he takes any steps under the Act. 
 
 If the prospect of carrying a scheme through seems 
 favourable, the liquidator (or a creditor) applies to the 
 Court by summons or motion for leave to convene the 
 requisite meetings. The registrar gives directions how 
 the meetings should be convened. All proceedings and 
 notices should be entitled in the matter of the Companies 
 Acts, 1862 to 1890 ; in the matter of the Joint Stock 
 Companies Arrangement Act, 1870, and in the matter of 
 the company (a). 
 
 The order for holding meetings may give all necessary 
 directions as to advertising proxies, and direct who is to 
 take the chair. Where the bulk of the creditors are 
 abroad, the Court may order that the creditors abroad may 
 vote by giving proxies to designated persons to vote for 
 or against the scheme, provided that such proxies are 
 deposited at some named place abroad three days before 
 the meeting, and that the particulars of such proxies be 
 communicated by telegram to the liquidator in this 
 country ; and proxies so given are valid (b). Where there 
 are several liquidations in different countries, it may be 
 that only the creditors in each country are entitled to 
 be heard in that country (c). 
 
 An order for meetings having been obtained, the 
 liquidator (or a creditor) calls the meetings by notice 
 and advertisement (d) as directed by the order. The notice 
 
 (a) Darleston Coal & Iron Co., the proxy papers. See form of 
 W. N. (1877), p. 139. order at end of report. 
 
 (b) English, /Scottish, <fcc, Bank (c) Queensland National Bank, 
 [1893], 3 Gh. 385; see same case W. N. (1893) 128. 
 
 as to stamps on proxies, and as to (W) Form of notice, p. 597. 
 
 name of proxy being inserted in Form of advertisement, p. 597.
 
 448 
 
 Arrangements. 
 
 Part IV. 
 
 Recon- 
 struc- 
 tion, 
 Amalga- 
 mation, 
 and Ar- 
 range- 
 ments. 
 
 to the persons interested should state clearly what the 
 arrangement is to be (a). A form of proxy should accom- 
 pany the notice (&). 
 
 The scheme of arrangement proposed should be formu- 
 lated, and a copy of the scheme is sent to each creditor 
 with the notice of meeting. A copy is also deposited at 
 the registered office of the company and at the office of 
 the company's solicitors for inspection by creditors. 
 
 The scheme is submitted to the meetings for approval, 
 and is generally approved " with such modifications as the 
 Court may sanction." If the assets are to be sold to a new 
 company, the liquidator and the new company will then 
 enter into the agreement of sale (c). If the assets are to 
 be sold to an individual, it is better to have an agreement 
 with him for sale (d), subject to the sanction of the Court, 
 so that he may be bound if the scheme be approved. 
 
 As to meetings. — The sanction of three-fourths in value 
 of the creditors present in person or by proxy at the meeting 
 is sufficient ; those who do not attend are not taken into 
 account (e). The votes of shareholders who are also 
 creditors are to be taken into account (/). 
 
 The necessary resolutions having been passed, the 
 liquidator or a creditor presents a petition (g) for an order 
 sanctioning the arrangement. If a creditor is petitioner, 
 the company and the liquidator should be respondents, 
 and be served. 
 
 In exercising the power of sanctioning a scheme the 
 Court will not only ascertain that all the statutory con- 
 ditions have been complied with, but will also consider 
 whether the class of creditors summoned to the meeting 
 was fairly represented by those who attended, and whether 
 the statutory majority who approved were acting bond fide, 
 or were seeking to promote interests adverse to those of the 
 class whom they professed to represent, and generally 
 whether the arrangement is such as a man of business 
 would reasonably approve (/«.). 
 
 A scheme of arrangement sanctioned by the Court is 
 
 (a) Dominion of Canada Timber 
 Co., 55 L. T. 347. 
 
 (b) Forms, p. 597. 
 
 (c) Form, p. 586. 
 
 (d) Forms, p. 589. 
 
 (e) Bessemer Steel and Ordnance 
 Co., 1 Ch. D. 251 ; Alabama, (Cc, 
 Railway Co. [1891], 1 Ch. 213. 
 
 (/) Madras Irrigation Co., W.N. 
 
 (1881), p. 172 ; Alabama, &c., Bail- 
 way Co., supra. 
 
 (g) Form, p. 599. 
 
 (A) Alabama, &c., Bail way Co., 
 supra ; Wedgwood Coal Co., 6 Ch. 
 D. 627 ; English, Scottish, dx., 
 Bank [1893], 3 Ch. 385 ; Buenos 
 Ayres Water Co., 66 L. T. 408.
 
 Arrangements. 449 
 
 an alternative mode of liquidation which the law allows Part IV. 
 
 the creditors to substitute for the winding-up, and by 
 
 operation of law the scheme becomes effective to relieve Recon_ 
 the company and its contributories from further liability TI0X 
 than that imposed by the scheme ; their discharge being Amalga- 
 effected by the stay of action, under s. 87, or order to stay mation, 
 actions under s. 138 of the 1862 Act, coupled with a stay of AND Ar " 
 the winding-up proceedings (a). ments" 
 
 It is therefore unnecessary in a scheme to reserve the L 
 
 rights of sureties for the companies' debts, or to insert in 
 the order sanctioning it — at all events in a winding-up by 
 order or under the supervision of the Court — any express 
 words staying proceedings by creditors, or discharging 
 contributories from further liability than that imposed 
 by the scheme (b). 
 
 Guarantors or insurers of the payment of the company's 
 debts are liable, notwithstanding a scheme of arrangement, 
 to a creditor of the company who did not assent to the 
 scheme, but was bound by it under the statute ; but on 
 payment the guarantors or insurers are entitled to be 
 subrogated to the rights of the creditor under the 
 scheme (c). 
 
 Where a scheme contemplates the formation of a new 
 company, and shareholders in the old company are allowed 
 to take shares, not fully paid, in the new company in 
 respect of shares as to which they are liable in the 
 winding-up, the Court may, as a condition of sanctioning 
 the scheme, require the insertion, in the memorandum of 
 association of the new company, of a clause preventing 
 them from escaping liability by transferring their new 
 shares (d). Vaughan Williams, J., requires that the 
 scheme must provide that the new company should under- 
 take to obey the order of the Court as to any proceedings 
 which the Court might think it right to have taken against 
 officers of the old company ; his lordship's experience 
 having satisfied him that, unless the scheme contained 
 some positive provisions, not only that proceedings might 
 be taken, but also that a portion of the assets transferred 
 to the new company might be applied in payment of the 
 costs of such proceedings, if there were any delinquent 
 directors of the old company, they might escape alto- 
 gether. In future he will not sanction any scheme which 
 
 (a) London Chartered Bank of Corpn. [1894], 1 Q. B. 54. 
 
 Australia [1893], 3 Ch. 540. (d) London Chartered Bank of 
 
 (6) lb. Australia [1893], 3 Oh. 540. 
 (c) Dane v. Mortgage Insurance 
 
 E.W. 2 Q
 
 450 
 
 Arrangements. 
 
 Part IV. 
 
 Recon- 
 struc- 
 tion, 
 Amalga- 
 mation, 
 and Ar- 
 range- 
 ments. 
 
 does not contain such clauses. These remarks, of course, 
 do not apply when a company is perfectly solvent, and 
 what is being done is a mere operation of selling to a new- 
 company (a) . 
 
 Although s. 2 of the Act of 1870 does not require that 
 meetings of contributories should be held, it will always be 
 advisable that this should be done, and their views ascer- 
 tained (b). 
 
 Classes of creditors. — Where there are different classes of 
 creditors, a meeting of each class separately should be 
 called (c). 
 
 If a scheme of arrangement has received the sanction of 
 the majority of contributories and creditors required by 
 the Acts, and also the sanction of the Court, it is not 
 material in what order these sanctions have been ob- 
 tained ((/). 
 
 Debenture-holders are " creditors " within the above 
 section (e). The Court has jurisdiction to deprive secured 
 creditors of their security, wholly or in part (/). The 
 holders of debentures passing by delivery are not entitled 
 to vote unless they produce their debentures at or before 
 the meeting (g). 
 
 The act applies to every conceivable class of creditors (h). 
 Any person having a pecuniary claim against a company, 
 whether actual or contingent, is bound by the Act (i). 
 For instance, a lessee who has assigned to a company, 
 and taken a covenant from the company to indemnify him 
 against liability under the lease, is bound (*)• Apparently 
 he could call on the new company, which under the 
 scheme took over all the assets of the old company, to 
 indemnify him from time to time as he should be called 
 on to pay under the lease (k). 
 
 (a) See W. N. (1894), p. 156. 
 
 See form of clause, post, p. 596. 
 
 (b) See Dynevor, &c, Collieries 
 Co., 11 Ch. D. 605; Slater v. 
 Darlaston Steel and Iron Co., 
 W. K (1887) 139; Akankoo Mining 
 Co., 1 Megone, 43. 
 
 (c) Sovereign Life Ass. Co. v. 
 Dodd [1892], 2 Q. B. 573, where 
 it was held that separate meetings 
 of matured and non-matured policy- 
 holders should be held. 
 
 (d) Dynevor, &c, Collieries Co., 
 supra ; which see also as to modifi- 
 cations of the scheme. 
 
 (e) Alabama, &c, By. Co. 
 [1891], 1 Ch. 213 ; Empire Mining 
 Co., 44 Ch. D. 402 ; Dynevor, &c, 
 Collieries Co., supra. 
 
 (/) Alabama, JStw Orleans, &c. f 
 By. Co., supra. 
 
 (g) Wedgioood Coal, &c, Co., 
 supra. 
 
 (h) Per Bowen, L.J., Alabama, 
 &c., By. Co., supra. 
 
 (0 Craig's Claim [1895], 1 Ch. 
 267. 
 
 (k) lb. ; New Oriental Bank 
 Corpn. [1895], 1 Ch. 753.
 
 A rrangcments. 
 
 451 
 
 The Court will not, as a general rule, sanction an 
 arrangement if it would prejudice a creditor whose rights 
 would have been preferential if the petition and winding- 
 up were carried on (a) . 
 
 Creditors who might have left the matter in the hands of 
 the liquidator will not be allowed the costs of appearing (b). 
 
 As a creditor can apply for the sanction of the Court 
 under s. 2 of the Act of 1870, queere whether he can compel 
 the liquidator to consent to a compromise (c). 
 
 When a scheme of arrangement has been sanctioned, it 
 is binding on the creditors, contributories, and liquidators, 
 and cannot be set aside ; the only remedy is to appeal id). 
 A creditor who has not opposed the scheme at the meeting 
 of creditors, nor appeared before the judge when his 
 sanction was applied for, nor obtained leave to appeal, has 
 no locus standi to appeal (e). 
 
 The provisions of the Act of 1870 are frequently applied to 
 reconstruction schemes (/), arrangements for a composition 
 or time, &c, with creditors, or for a sale of the company's 
 assets. Where part of the arrangement is that the winding- 
 up shall be stayed, see s. 89 ; where it includes a sale of 
 the assets, s. 95 (g). S. 161, which applies to a voluntary 
 winding-up, requires two meetings of the members, and 
 the dissentients have certain rights, but under s. 95 one 
 meeting of contributories only will be required by the 
 Court (/<). 
 
 Part IV. 
 
 Recon- 
 struc- 
 tion, 
 Amalga- 
 mation, 
 and Ar- 
 range- 
 ments. 
 
 («) Richards & Co., 11 Ch. D., 
 at p. 679, per Fry, J. See this case 
 as to where an execution creditor 
 does not issue execution on repre- 
 sentations of the company. 
 
 (6) Albert Life Ass. Co., 6 Ch., 
 at p. 387. 
 
 (c) See Hanheifs Case, 26 L. T. 
 358 ; East of England Banking 
 Co., Pearson's Case, 7 Ch. 309. 
 
 (d) Nicholl v. Eberhardt Co., 59 
 L. J. Ch. 103. 
 
 (e) Securities Insurance Co. 
 [1894], 2 Ch. 410. 
 
 (/) See the cases supra, and the 
 following cases for instances of 
 schemes which have been sanc- 
 tioned : Western of Canada Oil Co., 
 W. N. 1874, p. 148 ; Tunis By. 
 Co., 10 Ch. D. 270, n. ; app. W. N. 
 1874, p. 165. 
 
 (g) So also in a voluntary 
 winding-up, see s. 138 ; and in a 
 winding-up under supervision, s. 
 151. 
 
 (h) Cambrian Mining Co., 48 
 L. T. 114.
 
 PART V. 
 
 ALTEEATIONS OF THE MEMORANDUM OF 
 
 ASSOCIATION.
 
 Alterations without the aid of the Court. 
 
 455 
 
 PAET V. 
 
 ALTERATIONS OF THE MEMORANDUM OF ASSOCIATION. 
 
 Alterations of the memorandum of association are 
 permitted within certain limits and subject to certain con- 
 ditions. Some alterations may be made without the aid 
 of the court, while for others such aid is required. 
 
 SECTION I. 
 Alterations without the Aid of the Court. 
 
 Part V. 
 
 Altera- 
 tions op 
 
 THE 
 
 Memo- 
 randum 
 of Asso- 
 ciation. 
 
 of the 
 Court. 
 
 Change of name.— By s. 13 of the Act of 1862, the Without 
 company may by special resolution change its name with a 
 the approval of the Board of Trade. A new certificate of 
 incorporation is then issued, and until this is done the 
 change is not complete (a). 
 
 Capital. — The capital of companies limited by shares 
 can be altered in the following particulars, if the company 
 is empowered to make the alteration by its regulations 
 as originally framed or altered by special resolution. 
 
 By s. 12 of the Act of 1862— 
 
 (1.) The capital may be increased by the issue of new 
 shares. 
 
 (2.) The capital may be consolidated or divided into 
 shares of larger amount. 
 
 (3.) Paid-up shares may be converted into stock. 
 
 By s. 8 of the Act of 1867— 
 
 (4.) By special resolution, the liability of directors may 
 be made unlimited. 
 
 By s. 21 of that Act— 
 
 (5.) By special resolution, existing shares may be 
 divided into shares of smaller amount than is fixed by the 
 memorandum. 
 
 (a) Shackleford v. Dangerfield, L. R. 3 C. P. 407.
 
 456 
 
 Reduction of Capital. 
 
 Part V. 
 
 Altera- 
 tions of 
 
 THE 
 
 Memo- 
 randum 
 of Asso- 
 ciation. 
 
 Without 
 the aid 
 of the 
 Court. 
 
 Altera- 
 tions of 
 the 
 Memo- 
 randum 
 of Asso- 
 ciation. 
 
 Reduc- 
 tion of 
 Capital. 
 
 This alteration must be shown in every copy of the 
 memorandum issued after the resolution. 
 
 By s. 5 of the Act of 1877— 
 
 (6.) Any shares not taken or agreed to be taken may 
 be cancelled. 
 
 To the extent above stated only can the memorandum 
 of association be altered without the aid of the Court. 
 
 SECTION II. 
 Alterations with the Aid of the Court. 
 
 1. Reduction of capital under the Acts of 1867 and 
 1877. 
 
 2. Extension of objects under the Memorandum of Asso- 
 ciation Act, 1890. 
 
 Jurisdiction under these Acts may be exercised by the 
 judges having jurisdiction in winding-up (a), or by the 
 judges of the Chancery Division to whom chambers are 
 attached (b). 
 
 1. Eeduction of Capital. 
 
 Capital whether called, uncalled, lost, unrepresented by 
 available assets, or in excess of the wants of the company, 
 may be cancelled in the manner provided by the Act of 
 1867, ss. 9-20, and the Act of 1877, ss. 3, 4. 
 
 Eeduction of capital cannot be effected legally in any 
 way other than by a special resolution confirmed by the 
 Court. Payment of dividends out of capital or issue of 
 shares at a discount involves a return of capital, and is 
 illegal even if sanctioned by the memorandum of associa- 
 tion (c). Nor in the cases of issue of shares at a discount 
 is the matter made better by the fact that the shares were 
 issued under an agreement filed under s. 25 of the Act of 
 1867 (d). But shares can be issued under such a contract 
 for services rendered into the value of which the Court will 
 not inquire (V). But the shares will not be taken as fully 
 paid if the contract shews that the parties valued the con- 
 sideration at less than the nominal value of the shares (/). 
 
 The question has often arisen how far payment of 
 
 (a) Ocean Queen S.S. Co. [1893], 
 2 Ch. 666. (Reduction.) Mining 
 Shares Co., ib. 660. (Extension.) 
 
 (b) Islington and General Elec- 
 tric Supply, 92 W. N. 81. 
 
 (c) Trevor v. Whitworth, 12 
 A}. p. Ca. 409. 
 
 (d) OoregumCo.v.lioper\_lS92~}, 
 A. C. 125 ; Eddystone Marine Co. 
 [1893], 3 Ch. 9. 
 
 (e) PeeVs Case, 5 Ch. 11. 
 
 (/) Almada and Tirito Co., 38 
 Ch. £). 415 ; and see ante, Part I. 
 Chap. VIII., p. 132.
 
 Reduction of Capital. 
 
 457 
 
 dividends without providing for depreciation is a reduction 
 of capital. 
 
 The discussion of this question is not within the scope of 
 this work, but the rule as laid down by the last cases 
 appears to be that if a company has any assets which are 
 not capital within the meaning of the Companies Acts {i.e. 
 mentioned in the memorandum of association), there is no 
 law which prohibits the division of such assets among share- 
 holders (a). Thus in an investment company, the total of 
 whose share and debenture capital invested showed a loss 
 of £250,000, the income from investments exceeded out- 
 goings ; held the excess might be applied as dividend (b). 
 Depreciation in the leases and good will of a trading com- 
 pany need not be made good before a dividend can be 
 paid (c). And a limited company may surrender part of a 
 particular investment with a view to improving the 
 remainder. This is not reducing the capital within the 
 meaning of the Acts (d). 
 
 It was formerly considered that in proceedings under the 
 Act of 1867, one class of shares could not be reduced 
 unless a corresponding reduction was made in all other 
 classes of shares, but it is now decided that the Court can 
 confirm any kind of reduction (e) ; e.g. reduce one class of 
 shares only or sanction the surrender to the company of 
 the shares of a single member. 
 
 Practice. — Eeduction under the Act of 1867 is generally 
 applied for where the company desires to reduce the 
 liability on shares, as by reducing the nominal amount of 
 the shares to the amount actually paid up, or by returning 
 capital not required and reducing the nominal value of the 
 shares by the amounts paid back, or by cancelling capital 
 lost, or shares which have been surrendered. 
 
 If the articles do not contain a power to reduce capital, 
 a special resolution must be passed inserting such a power. 
 
 When the articles are amended, a special resolution 
 must be passed sanctioning the required reduction. 
 
 Amending and sanctioning resolutions cannot be passed 
 
 (a) Verner v. General, &c, Co. 
 [1894], 2 Ch. 239. 
 
 (b) lb. 
 
 (c) Wilmer v. McNamara & 
 Co. [1895], 2 Ch. 245. Cf. Lee v. 
 Neuchatel Co., 41 Ch. D. 1. 
 
 (d) Thomson v. Trustees Execu- 
 tors, &c, Corfu. [1895], 2 Ch. 455. 
 
 (e) British and American Co. 
 
 v. Couper [1894], A. C. 399; 
 Agricultural Hotel Co. [1891], 1 
 Ch. 396 ; Pinkney and Son's Steam- 
 ship Co. [1892], 3 Ch. 125; Den- 
 ver Eotel Co. [1893], 1 Ch. 495 ; 
 Floating Dock Co. of St. Ihomas 
 [1895], 1 Ch. 691; London and 
 New York Lnvestment Corpn. 
 [1895], 2 Ch. 860. 
 
 Part V. 
 
 Altera- 
 tions of 
 
 THE 
 
 Memo- 
 randum 
 of Asso- 
 ciation. 
 
 Reduc- 
 tion of 
 Capital.
 
 458 
 
 Reduction of Capital. 
 
 Part V. 
 
 Altera- 
 tions of 
 
 THE 
 
 Memo- 
 randum 
 of Asso- 
 ciation. 
 
 Reduc- 
 tion of 
 Capital. 
 
 concurrently, but can be completed in three meetings (a). 
 See p. 402. 
 
 "When the resolutions are passed, the next step will 
 depend on the nature of the reduction. 
 
 I. If it does not involve a diminution of any liability in 
 respect of unpaid capital, or the payment to a shareholder 
 of any paid-up capital, s. 4 of the Act of 1877 provides 
 that (a.) creditors shall not be required to consent or 
 entitled to object to the reduction unless the Court other- 
 wise directs ; (/>.) it shall not be necessary before the 
 presentation of the petition to add, and the Court may 
 dispense altogether with the words " and reduced " re- 
 quired by s. 10 of the Act of 1867. 
 
 The Court almost always requires an advertisement of 
 the day for hearing the petition (b). It is seldom worth 
 while to apply for leave not to use the words " and re- 
 duced " until the hearing. If the leave is important, it 
 should be applied for on the summons for directions. 
 This summons should be issued as soon as the petition 
 is presented, asking the Court (1.) to fix a day for the 
 hearing, (2.) to give directions for advertisement of the 
 petition, and (3.) to dispense with the certificate of creditors. 
 Evidence shewing the nature of the reduction, the news- 
 papers circulating in places where the company carries on 
 business, and who the known creditors are, should be 
 forthcoming on the hearing of the summons. On the 
 return the Court fixes a day for hearing, directs advertise- 
 ments, and generally dispenses with the certificate of 
 creditors. 
 
 The petition should be supported by the evidence of 
 the chairman or secretary of the company, shewing why 
 the reduction is required, and by evidence proving a copy 
 of the memorandum and articles, the sending of the 
 notices convening the meetings and the passing of the 
 special resolutions (c). 
 
 The order made must be advertised (d), and the Court 
 will direct in what newspapers, usually naming those in 
 which the petition was advertised, but sometimes requiring 
 advertisements only in the Gazette. A copy of the order 
 and minute must be registered with the registrar, whose 
 certificate is conclusive that the requirements of the Act 
 have been complied with. 
 
 (a) John Crossley & Sons, W. N. 
 (1892) 55. 
 
 (b) Tambracherry Co., 29 Ch. 
 D. G83. 
 
 (c) S. 15, Act of 1867. 
 
 (d) Omnium Investment Co. 
 [18961 2 Ch. 127.
 
 Reduction of Capital. 
 
 459 
 
 When lost capital is cancelled, the loss falls entirely 
 on the ordinary shares in the company if there be any 
 preference shares having priority as to capital (a) ; or 
 where the articles provide that founders' shares shall 
 bear in the first instance losses of capital, it falls on the 
 founders' shares (b) . If the priority is confined to dividend, 
 the shares should be reduced pari passu (c). The com- 
 pany may, however, in any case throw the loss entirely 
 on the ordinary shares, and the Court may confirm the 
 reduction, but it will be very reluctant to do so where the 
 effect would be inequitable (d). 
 
 The Court has confirmed a reduction caused by a 
 vendor surrendering to the company vendor's fully paid 
 shares (c), and a reduction caused by the purchase by the 
 company of its own shares. 
 
 Where it is proposed to cancel lost capital, the company 
 should be satisfied that the capital to be cancelled has 
 been properly paid up or credited as paid up. Where 
 shares are issued as fully paid under a contract which has 
 not been registered, the register must be rectified, and if 
 necessary the petition must stand over to enable this to 
 be done (/). Capital properly expended in preliminary 
 expenses cannot be treated as lost (g). 
 
 II. Where the reduction does involve a reduction of lia- 
 bility or a return of paid-up capital, the words "and 
 reduced " must be added to the name of the company (h). 
 The procedure will be found in the order of March, 
 1868 (i). 
 
 The Court cannot dispense with the settling of the list 
 of creditors required by s. 13 of the Act of 18G7, even 
 though there be evidence that the company has no debts 
 unsatisfied (A). 
 
 By s. 11 of the Act of 1867 the Court must be satisfied, 
 before making the order, that the consent of every creditor 
 has been obtained, or that his debt has been discharged, 
 
 (a) Floating Dock Co. of St. 
 Thomas [1895], 1 Ch. 691. 
 
 (b) London and New York 
 Investment Co. [1895], 2 Ch. 
 860. 
 
 (c) Bannatyne v . Direct Spanish 
 Cable, 34 Ch. D. 287 ; Direct Spanish 
 Cable, ib. 307 ; Barrow Hematite, 
 39 Ch. D. 582 ; American Pastoral 
 Co., 90 W. N. 62. 
 
 (d) Quebrada Land Co., 40 Ch. 
 D. 363 ; British unci American 
 
 Part V. 
 
 Altera- 
 tions OF 
 
 THE 
 
 Memo- 
 randum 
 of Asso- 
 ciation . 
 
 Reduc- 
 tion of 
 Capital. 
 
 Corp. v. Couper [1894], A. C. 399. 
 
 (e) Be Vivian, 86 W. N. 32. 
 
 (/) Nottingham, &c, Co., 4 
 T. L. R. 429: Eastern, &c, Co., 
 68 K. T. 312. ' 
 
 {(]) Abstainers, dr., Insurance 
 Co.' [1891], 2 Ch. 124. 
 
 (/<) Act of 1867, s. 10. 
 
 («) Post, Appendix. 
 
 (k) Lamson Store Service Co. 
 [1895], 2 Ch. 726.
 
 460 
 
 Beduction of Capital. 
 
 Part. V. 
 
 Altera- 
 tions of 
 
 THE 
 
 Memo- 
 randum 
 of Asso- 
 ciation. 
 
 Reduc- 
 tion of 
 Capital. 
 
 or secured ; creditors who do not dissent will not be deemed 
 to assent (a). ^ 
 
 A return of capital, on condition that it may be again 
 called up, must be sanctioned by the Court (6), and pro- 
 ceedings under the Act of 1867 must be taken. S. 4 of 
 the Act of 1877 does not apply. 
 
 The use of the words " and reduced " is generally con- 
 tinued for a month from the date of the order. 
 
 Minutes. — S. 15 of the Act of 1867 requires production 
 to the registrar of Joint Stock Companies of a copy of the 
 order confirming the reduction, and of a minute approved 
 by the Court, shewing with respect to the capital of the 
 company as altered by the order, (1.) the amount of the 
 capital, (2.) the number of shares in which it is to be 
 divided, and (3.) the amount of each share ; and s. 4 of 
 the Act of 1877 requires that the minute shall also shew 
 (4.) the amount (if any), at the date of the registration of 
 the minute, proposed to be deemed to have been paid up 
 on each share. 
 
 The following will be found a convenient form of 
 minute (c) : — 
 
 " The capital of the Company, limited [an 
 
 reduced], is £70,000, divided into 10,000 shares of £7 each 
 instead of the original capital of of £ each. 
 
 At the time of the registration of this minute the sum of 
 £ has been and is to be deemed paid up on each of 
 
 the said shares." 
 
 Where all the shares have been issued, and the same 
 amount has been paid up on each share, the above minute 
 can be used. If, however, (a.) all shares have not been 
 issued, or (b.) different amounts have been paid up on the 
 shares, the minute must be altered by stating in case (a.) 
 the total number of shares issued, and the amount per 
 share paid up, and in case (b.) the total number of each 
 class of shares, and the amount paid up per share on each 
 class. 
 
 In some cases it may be convenient, though it does not 
 appear to be necessary, to shew the denoting numbers of 
 the shares ; e.g. where numerous shares have been issued 
 
 (a) Patent Ventilating Co., 12 
 Ch. D. 254 ; Credit Fonder, 11 Eq. 
 356, not followed. 
 
 (h) Fore St. Warehouse Co., 
 50 L. T. 214; Trevor v. Whit- 
 
 worth, 12 App. Ca. 409. 
 
 (c) Adopted by Kay, J., West 
 Cumberland Co., 1888, W. N. 54. 
 See Solway S.S. Co., 61 L. T. 659.
 
 Extension of Objects, &c. 
 
 461 
 
 and there are numerous differences in the amounts paid 
 up (a). 
 
 An office copy of the order and minutes should be left 
 ■with the Begistrar of Joint Stock Companies, who will 
 give his certificate of registration. The minute when 
 registered is deemed to be substituted for the correspond- 
 ing part of the memorandum of association, which is to be 
 taken as altered accordingly (6). 
 
 The Court cannot dispense with publication of the notice 
 of the registration as required by s. 15 (c). Publication 
 of the reasons for reduction (d) is rarely required. 
 
 Part V. 
 
 Alteka- 
 
 TIONS OF 
 THE 
 
 Memo- 
 randum 
 of Asso- 
 ciation. 
 
 Reduc- 
 tion of 
 Capital. 
 
 The Memorandum of Association Act, 1890. 
 
 Petitions under the Act may be presented to the Judge Exten- 
 having jurisdiction in winding-up (e) under s. 2 of the SI0N 0F 
 Winding-up Act, 1890, or to any judge of the Chancery Objects, 
 Division having chambers (/). ] 
 
 The full text of the Act will be found in the Appendix. 
 It applies only to companies registered under the Acts of 
 1862 to 1866, or the Companies Act of 1856 (g). 
 
 Its scope is confined to (1.) alteration of the objects of 
 the Company, (2.) substitution of memorandum and articles 
 for a deed of settlement. 
 
 The Court may confirm the proposed alteration only 
 if it falls within s. 1, sub-s. 5 of the Act ; that is, if the 
 alteration is required to enable the company to carry on 
 its business more economically or efficiently, or attain its 
 main purpose by new or improved means, or to enlarge or 
 change the local area of its operations, or to carry on 
 business which may be combined conveniently or advan- 
 tageously with the business of the company, or to restrict 
 or abandon any objects specified in the memorandum or 
 deed of settlement. 
 
 The Act does not enable the company to alter the rights 
 of different classes of shareholders inter se, as by convert- 
 ing founders' or preference shares into ordinary, or dividing 
 
 (") See a form of minute, 
 International Conversion Trust, 
 W. N. (1892) 100. 
 
 (b) Act of 1867, ss. 15 and 16. 
 
 (c) London Steamboat Co., 1883, 
 W. N. 123 ; 31 W. R. 781. 
 
 (d) Act of 1877, s. 2. 
 
 (e) Mining Shares Investment 
 Co. [1893], 2 Ch. 660. 
 
 (/) Islington, (fee, Electric Supply, 
 
 W. N. (1892), p. 81. 
 
 (g) S. 1, Memorandum of As- 
 sociation Act ; General Credit Co., 
 W. N. (1891), p. 153. A company 
 registered under the Act of 1856 is 
 regarded as registered under the 
 Act of 1862. See s. 176 of that 
 Act, Nitro-Phosphate Co., W. N. 
 (1893), p. 41.
 
 4G2 
 
 Extension of Objects, &c. 
 
 Part V. 
 Aatera- 
 
 TIONS OF 
 
 THE 
 
 Memo- 
 randum 
 
 of Asso- 
 ciation. 
 
 Exten- 
 sion OF 
 Objects, 
 &c. 
 
 capital into preferred and deferred shares, or giving a 
 power to sell the whole undertaking. 
 
 The proposed alterations must be sanctioned by a special 
 resolution of the company before the petition is presented. 
 
 The nature of the alterations sanctioned by the Court may 
 be inferred from the following instances : — 
 
 Trust investment companies ; to permit wider range of 
 investments (a). 
 
 Insurance companies; to include other insurance busi- 
 ness (J>). 
 
 Telephone company power; to make electric appliances (V). 
 
 Company formed to manufacture and deal in india- 
 rubber goods ; authorized to manufacture and deal in 
 agricultural and sporting implements (J). 
 
 Companies have been authorized to raise money by 
 debentures (e). 
 
 As soon as the petition is presented a summons to pro- 
 ceed should be issued. 
 
 An affidavit should be produced verifying the petition, 
 and stating the principal newspapers circulating in the 
 places where the company carries on business. The 
 registrar or chief clerk will, on the return of the summons, 
 give directions for the proper advertisements of the hearing 
 of the petition to be issued. 
 
 If the judge is satisfied that sufficient notice has been 
 given to debenture-holders and other persons whose in- 
 terests will be affected, and that there are no creditors 
 entitled to object, he will order the petition to be placed in 
 the paper, otherwise he will direct inquiries to obtain the 
 information required by s. 2 of the Act. The petition will 
 not be placed in the paper until the certificate in answer 
 to the inquiries has become binding. 
 
 The Court may, if it be proved that proper notices 
 have been given and creditors satisfied as required by s. 2, 
 in its discretion, make an order confirming the alteration 
 on such terms as it may think fit, having regard to the 
 interest of creditors and different classes of contributories, 
 and may adjourn the petition to allow the interest of 
 dissentients to be purchased. The principles upon which 
 the Court acts in these cases is shewn in the judgment in 
 
 (a) Foreign and Colonial, &c. 
 [1891], 2 Ch. 395; Government 
 Stock, (fee, Co. [1892], 1 Ch. 597. 
 
 (6) Alliance Marine [1892], 1 
 Ch. 300 ; National Boiler, ib. 306. 
 
 (c) Oriental Telephone, W. N. 
 
 1891, p. 153. 
 
 (tf) Tuck & Co., 4th March, 
 1893, Chitty, J. 
 
 (e) Eeversionary Interests So- 
 ciety [1892], 1 Ch. 615.
 
 Extension of Objects, &c. 
 
 463 
 
 the Government Stock Investment Co. (a), where, upon the 
 opposition of a minority of debenture-holders, the Court 
 refused to sanction an alteration which would have turned 
 a government stock investment company into an omnium 
 investment company. 
 
 The Court will sometimes require the name of the 
 company to be changed where the alteration sanctioned 
 makes the original name misleading or insufficient (b), and 
 will sometimes require the order to be advertised. The 
 Court has power to confirm the proposed alterations with 
 modifications without requiring the modifications to be 
 sanctioned by a special resolution, though in some cases 
 such confirmation has been required (c). 
 
 An office copy of the order confirming the alterations, 
 and a print of the memorandum as altered, or of the 
 memorandum and articles substituted for a deed of settle- 
 ment, must be delivered to the registrar of Joint Stock 
 Companies within fifteen days from the date of the order. 
 The certificate of registration is conclusive that the pro- 
 visions of the Act have been complied with (d). 
 
 The penalty for default is £10 per day (e). 
 
 If the order cannot be completed, so that it may be 
 registered within the time limited, the Court has power to 
 make an order extending the time under 273 of the Com- 
 panies Acts Eules, 1862 (/). 
 
 Part V. 
 
 Altera- 
 tions of 
 
 THE 
 MEMO- 
 RANDUM 
 
 of Asso- 
 ciation. 
 
 Exten- 
 sion of 
 Objects, 
 &c. 
 
 (a) [1891] 1 Ch. 649. 
 
 (b) Foreign & Colonial, &c. 
 [1891], 2 Ch. 395; Alliance In- 
 surance [1892], 1 Ch. 300 ; Indian 
 Mechanical Gold Extracting Co. 
 [1891], 3 Ch. 538. 
 
 (c) National Boiler Insurance 
 [1892], 1 Ch. 311 ; Spiers and Pond, 
 
 W. N. (1895) 135. 
 
 (d) Memorandum of Associa- 
 tion Act, 1890, s. 2 (1). 
 
 (e) lb., s. 2 (2). 
 
 (/) Reversionary Interest So- 
 ciety (2), 92 W. N. 60 ; Criccieth 
 Pier and Harbour Co. (1891), 
 W. N. 15.
 
 PART VI. 
 
 I.— EEMEDIES OF DEBENTUEE-HOLDEES. 
 
 IL— DUTIES AND LIABILITIES OF EECEIVEES 
 AND MANAGERS. 
 
 li H 
 E.W.
 
 Remedies of Debenture-holders. 
 
 467 
 
 HOLDERS. 
 
 PART VI. 
 
 I. — Remedies of Debenture-holders. 
 
 A debenture-holder may : (1.) Petition as a creditor for a p ar t VI 
 
 winding-up order (a). (2.) Prove for the whole or the 
 
 unsecured part of his debt against the general assets of the Remedies 
 company. (3.) Sue for principal and interest on the cove- 0F De ~ 
 nant in the debenture. (4.) If the debenture confer a ^^f" 
 charge, commence proceedings to enforce his security by 
 foreclosure or sale. 
 
 (1.) A debenture-holder's position as a petitioner is 
 treated in Part I., Chap. IV., p. 49. 
 
 (2.) A debenture-holder is not bound to value his 
 security in proving against a solvent company (b), but 
 may prove for the full amount of his principal and interest. 
 If the company is insolvent, his position is regulated by 
 s. 10 of the Judicature Act, 1875, and he may give up 
 his security and prove for the whole debt, or value, or 
 realize his security and then prove for the balance. He 
 may prove for principal, interest, and costs (c), but must 
 allow to the liquidator, if he realize part of the security, 
 the proper costs of such realization (d). The full principal 
 can be proved for if it carries interest to maturity, notwith- 
 standing the debenture was not payable when the winding- 
 up commenced (e). 
 
 (3.) Action on the covenant. — If the debenture do not 
 contain a charge, the remedy is by action on the covenant 
 to pay principal and interest. Judgment can generally be 
 obtained in the Q. B. D. on a specially endorsed writ. 
 
 (4.) Actions for foreclosure or sale. — Most debentures confer 
 a charge. A debenture-holder having a charge need not 
 wait until principal or interest is due, but may commence 
 
 41. 
 
 (a) Ante, p. 49. 
 
 (b) Kellock's Case, 3 Ch. 769. 
 
 (c) Talbot's Case, 39 Ch. D. 567. 
 
 (d) Begenfs Canal, &c, 3 Ch. D. 
 
 (e) Be Browne and Wingrove 
 [1891], 2 Q. B. 571. As to mode 
 of proof in such cases, see ante, 
 Part II., p. 356.
 
 4G8 
 
 Remedies of Debenture-holders. 
 
 of De- 
 benture- 
 holdebs. 
 
 Part VI. an action to enforce his security if the property subject to 
 
 the debenture be placed in jeopardy; e.g. where the com- 
 
 Remedies pany is insolvent (a), or attempts to disp >se of the whole 
 of its assets to the prejudice of the Becurity (i!>), or the 
 assets are in jeopardy (<■), or the property comprised in 
 the debentures is taken in execution by a creditor of the 
 company (d), and the execution creditor will be restrained 
 from proceeding with the execution (e). 
 
 Payment of the principal can probably be enforced even 
 when interest only is in arrear(/), and this is certainly the 
 case where there is a winding-up, as then payment of both 
 can be enforced immediately it occurs (g). 
 
 A debenture is generally expressed to be by way of 
 floating security. Under such a charge the company can 
 carry on its business, and give specific charges upon its 
 assets until proceedings are taken to enforce thedebenturi b. 
 
 If the goods of a company charged by a debenture con- 
 stituting a floating security are taken in execution by a 
 creditor of the company and sold, but the proceeds are not 
 handed over to the execution creditor, a debenture-holder 
 may intervene and oust the execution creditor (//). 
 
 Where a debenture is expressed to be by way of floating 
 security, the company may carry on its business and 
 mortgage its assets, even if interest on the debentures be 
 in arrear until the debenture-holders take some steps 
 to enforce their security (*'), and the debenture-holder 
 cannot, without taking such steps, require payment to him 
 of a debt due to the compan}\ If a garnishee order has 
 been obtained attaching the debt, the garnishee may pay 
 the judgment creditor, notwithstanding notice that the 
 debt is claimed by the debenture-holder (/.). 
 
 The result of the cases appears to be, that if a judgment 
 creditor of the company can complete his execution, and 
 
 («) MacMahon v. North Kent, 
 &c. [1891], 2 Ch. 148 ; Earl of 
 Latham v. Greenwich Ferry Co., 
 36 S. J. 789. 
 
 (6) Hubbuck v. Helms, 56 L. T. 
 232. 
 
 (c) Thorn v. Nine Beefs, 67 
 L. T. 93. 
 
 (d) Edwards v. Standard, &c. 
 [1893], 1 Ch. 574. 
 
 (e) Legg v. Mathiesson, 2 Giff. 
 71; Witdy v. Midhants, &c., 16 
 W. R. 409. 
 
 (/) Edwards v. Martin, 25 
 L. J. Ch. 284. 
 
 (g) Hodson v. Tea Co., 14 Ch. D. 
 859; TVallis v. Universal Co* 
 
 [1894], 2 Ch. 547. 
 
 (h) Taunton v. Sheriff of War- 
 wickshire [1895], 1 "Ch. 734; 
 Standard Manufacturing Co. 
 [1891], 1 Ch. 640 ; Oj era Limited 
 [1891], 3 Ch. 260. In the two latter 
 cases winding-up of the companies 
 had commenced before the sherifi 
 sold. 
 
 (i) Government Stock, &c, v. 
 Manila By. Co. [1895], 2 Ch. 551. 
 
 (Js) Bobson v. Smith [1895], 2 
 Ch. 118.
 
 Remedies of Debenture-holders. 
 
 469 
 
 OF 1)K- 
 
 BENTURE- 
 
 HOLDERS. 
 
 get payment out of the assets of the company before a Part VI. 
 
 debenture-holder takes proceedings to protect his security, 
 
 the judgment creditor may retain the money. But the Remedies 
 debenture-holder may, by proper proceedings, intercept the 
 money at any time before the execution is completed. A 
 notice that the debenture-holder claims a particular debt 
 is not, without more, sufficient to oust the judgment 
 creditor (a). 
 
 Jurisdiction. — Debenture-holders' actions for foreclosure 
 or sale commenced in the High Court must be brought in the 
 Chancery Division. Where the company is in process of 
 compulsorily winding-up when the action is commenced, 
 the action is to be assigned to Vaughan Williams, J. (b). 
 
 Transfer. — Where, after commencement of the action, 
 the company is ordered to be wound up by the High Court, 
 the action will be transferred, as a matter of course, to 
 Vaughan Williams, J., by the Lord Chancellor's order. 
 
 The transfer will be effected at the instance of the 
 official receiver, without intervention of the parties, but 
 notice will be sent to the solicitor for the plaintiff of the 
 application for transfer. 
 
 When the action is transferred, the registrar in winding 
 up has all the powers and duties of a master, registrar, 
 chief clerk, or taxing master (c), and may hear and 
 determine all matters which, if the action had not been 
 transferred, would have been determined in chambers (d). 
 
 Orders for transfer are not made except by consent 
 where the company is being wound up under supervision. 
 There might be circumstances under which the Court 
 would make it one of the terms of granting a supervision 
 order, that the plaintiff debenture-holder should consent 
 to transfer his action. It has not, however, been decided 
 that the order for winding up a company referred to in Rule 
 14 of April, 1892, means a compulsory order only, and 
 the balance of convenience seems in favour of a larger 
 interpretation (c). 
 
 Writ.— If the company is being wound up by or under 
 the supervision of the Court, leave must be obtained on a 
 
 (a) Bobson v. Smith [1895], 2 
 Ch. 118. 
 
 (b) Practice Eule of 29th Nov. 
 1895. 
 
 (c) Eules, Aug. 1892, p. 333. 
 
 (d) Kules, Ap. 1892, r. 14 (2), 
 
 p. 316. , . , , 
 
 (e) It has, however, been decided 
 that a transfer will not be made 
 under 11. S. C, 0. 49, r. 5, where a 
 supervision order has been made : 
 Shinyleton Ice Co , 31 Sol. J. 705.
 
 •170 
 
 Remedies of Debentwe-holders. 
 
 Remedies 
 of De- 
 
 BENTUBE- 
 BOLDEBS. 
 
 Part VI. summons in the winding-up to bring or continue the 
 action (a). The writ must be intituled in the matter of the 
 company. The plaintiff should Bue on hrhalf of him 
 and all other debenture-holders of the company. Be 
 should specify accurately the class on whose behalf he 
 sues, or the writ will require amendment (b). The de- 
 fendants should be the company, the trustees of the 
 debenture trust-deed (if am ) securing the debentures, and, 
 if there are subsequent debentures, a holder of deben- 
 tures of each series. 
 
 If there be no trust-deed, the writ should claim a de- 
 claration of charge, all necessary accounts and inquiries, 
 payment, foreclosure, or sale, and a receiver and managi r. 
 Form, p. 615. 
 
 If there be a trust-deed, a claim to have the trusts of 
 the deed carried into effect should be added. Form, p. GIG. 
 
 The plaintiff is dominus litis, and can compromise or 
 abandon the action at any time before judgment, and the 
 company may at any time before judgment pay the 
 plaintiff and put an end to the action (c). The plaintiff 
 must be able to maintain the action himself, and if his 
 title is infirm, it is not made better because he sues as 
 representing a class (</). If the company can raise a 
 counterclaim against the particular plaintiff, the action 
 may be delayed (e). If one of the class whom the plaintiff 
 purports to represent dissent from the action, the dis- 
 sentient may apply by summons in the action to be added 
 as a defendant, and he -will be added, though not in a 
 representative character unless he can shew that there are 
 other dissentients (/). A dissentient, until added as de- 
 fendant, cannot appeal from any order obtained by the 
 plaintiff (g). If the dissentients are numerous, the plaintiffs 
 should apply by summons, under 0. 1G, r. 9, for an order 
 
 (a) Lloyd v. David Lloyd & Co., 
 6 Ch. D. 339. The leave will be 
 given almost as a matter of course. 
 It may be restricted to taking pro- 
 ceedings to appoint a receiver, or be 
 otherwise limited. 
 
 (b) Plaintiff sued " on behalf of 
 themselves aud all others the holders 
 of mortgage debentures issued by 
 the defendant company and its pre- 
 decessors in title." The debentures 
 had been issued by a dissolved 
 company,whose assets and liabilities 
 the defendant company had taken 
 
 over. Description held to be too 
 vague: Marshall v. Staffordshire 
 Trains [1895], 2 Ch. 3t>. 
 
 (c) Buggons v. Tweed, 10 Ch. D. 
 350. 
 
 (d) Burt v. British, &c., 4 D. G. 
 & J. 158. 
 
 (e) Huggons v. Tweed, 10 Ch. D. 
 359. 
 
 (/) Wilson v. Church, 9 Ch. D. 
 552. 
 
 (g) Watson v. Cave, 17 Ch. D. 
 19.
 
 Remedies of Debenture-holders. 471 
 
 that one may be sued as representing all (a). If the Part VI. 
 
 holders of subsequent debentures are numerous, or there 
 
 are several series, a representative of each series should Remedies 
 be made a defendant, and a representation order applied benture- 
 for (b). A defendant appointed to represent a class may holders. 
 
 submit, but cannot consent to judgment (c). Defendants 
 
 cannot insist upon having other debenture-holders added 
 as plaintiffs (d), nor obtain the names of the persons on 
 whose behalf the plaintiff purports to sue (<?). 
 
 By 0. 16, r. 8, trustees represent the trust property in 
 proceedings to enforce a security. If, however, any 
 question of priorities is likely to arise, a representative of 
 each interest should be made a party, and an order 
 obtained on summons in the action, appointing him to 
 represent all in the same interest. 
 
 Receivers and managers. — Debentures are generally ex- 
 pressed to be a floating security, and until some steps are 
 taken to enforce them, and stop the company carrying on 
 business, the company may create charges in priority to 
 the debentures (/). It is therefore necessary in many 
 cases to apply, immediately the writ is issued, for the 
 appointment of a receiver, and if the company is carrying 
 on business, a manager. Leave to serve notice of motion 
 for this purpose with the writ should be obtained if the 
 time limited for appearance has not expired. Under 
 special circumstances the motion may be ex parte (g). 
 The appointment will be made whenever the property 
 charged is in danger (h). It may extend to the rents of 
 land and personal property abroad (i). 
 
 The Court will appoint a receiver, but not a manager 
 of the property of a statutory undertaking for public pur- 
 poses, as a railway, waterworks, or tramway company; 
 as the Court cannot carry on the business except with a 
 
 (a) Eraser v. Cooper, 21 Ch. D. (75) 259. 
 
 718. (J) Government Slock, &c, Co. 
 
 (b) Fairfield Shipbuilding, &c, v. Manila Railway Co. [1895], 2 
 Co. v. London and East Coast, &c, Ch. 551. 
 
 Co., W. N. 95, p. 64. The record (g) Taylor v. Eckersley, 2 Ch. 
 
 should be marked " authorized by D. 302. 
 
 order dated, &c, to defend on be- (h) Makins v. Ibbotson [1891], 
 
 half of himself and all other the 1 Ch. 133 ; Edwards v. Standard, 
 
 debenture-holders." &c, 1 Ch. [1893], 1 Ch. 574; 
 
 (c) Bees v. Richmond, 62 L. T. Whitley v. Challis [1892], 1 Ch. 
 427. 64. See ante, p. 269. 
 
 (d) De Hart v. Stevenson, 1 (i) Mercantile, &c, Co. v. River 
 Q. B. D. 313. Plate, &c, Co. [1892], 2 Ch. 303. 
 
 (e) Leathley v. Mc Andrew, W. N.
 
 OF De 
 
 BENTTJBE- 
 
 HOLDEBB. 
 
 472 Remedies of Debenture-hold* 
 
 Part VI. view to a sale, and there is no jurisdiction to order a Bale 
 
 in the action (a >. 
 
 Rbmed The order usually limits a time, beyond which the re- 
 
 ceiver shall not act as manager. An order to prolong 
 the time can, if necessary, be obtained on Bummons. 
 
 The appointment amounts to a dismissal of the bi rvantfl 
 of the company I 
 
 As against the liquidator of the company, the reei Lver 
 is not entitled to the books and documents of the company 
 relating to its management and business, except such as 
 are necessary to Bupport the title of the holders of deben- 
 tures. The Court will order the receiver to give the 
 custody of the hooks to the liquidator on his undertaking 
 to produce the books to the receiver when required 
 
 Who may be appointed. — Any properly qualified person 
 may be appointed ; an accountant is generally selected. 
 If an officer of the Court is in possession as liquidator, he 
 is generally appointed (</). A voluntary liquidator is not 
 in the same position, as he is not an officer of the Court («). 
 But the liquidator will not be appointed if he has assumed 
 an attitude hostile to the debenture-holders (/) ; where he 
 required the assets to impeach the validity of the deben- 
 tures (ij) ; where the unpaid capital is small (li) ; where, in 
 consequence of the special nature of the business to be 
 done, it is more convenient to appoint a receiver with 
 special knowledge (/), or where the assets are admittedly 
 insufficient to pay debenture-holders (A). 
 
 But a receiver will be discharged and the liquidator 
 appointed where there is considerable unpaid capital to 
 collect, and it is probable that sufficient has been got in 
 by the receiver to cover the amount of the charges (/). 
 
 If debenture-holders, or trustees for them, appoint a 
 
 (a) Gardners Case, 2 Cb. 201 ; D. 726. 
 Blaker v. Herts, &c., Waterworks, (/) Giles v. Xuthall,\V. N. (85) 
 41 Ch. D. 399 ; Marshall v. South 51. 
 
 Staffordshire Trams [1895], 2 Ch. (g) Strorig v. Carlyle Press 
 
 36 (Bartlett v. West Metropolitan [1893], 1 Ch. 268, C. A., reversed 
 
 Trams [1893], 3 Ch. 437 [1894], the decision of the judge. 
 
 2 Ch. 256, disapproved). (h) Be Joshua Stubbs & Co. 
 
 (b) Beid v. Explosives Co., 19 [1891], 1 Ch. 482. 
 Q. B. D. 264. (0 British Linen Co. v. South 
 
 (c) Engel v. South Metropolitan American Co. [1894], 1 Ch. 108. 
 & Co. [1892], 1 Ch.'442 ; Be Clyne, (k) S. C. and Strong v. Carlyle 
 &c., Co., 47 L. T. (N. S.) 439. Press. 
 
 (d) Perry v. Oriental Hotels Co., (?) Bartlett v. Northumberland 
 5 Ch. 420. Avenue Hotel Co., 53 L. T. 611. 
 
 (e) Boyle v. Bettws Co., 2 Ch.
 
 Remedies of Debenture-holders. 473 
 
 receiver under the powers contained in their security, the Part VI. 
 
 Court will not displace him and appoint the liquidator, 
 
 but -will order the liquidator to give up possession to the Remedies 
 receiver so appointed (a). bentube- 
 
 By s. 4 (6) of the Companies Winding-up Act, 1890, holders. 
 
 where an application is made to the Court to appoint a 
 
 receiver on behalf of the debenture-holders, or other credi- 
 tors, the official receiver may be so appointed. Plaintiffs 
 seldom take advantage of this section. 
 
 A receiver appointed unconditionally may at once take 
 possession (/>), but not so if he is appointed on giving 
 security (c). In cases of urgency the Court will give leave 
 to the receiver to act at once, on the plaintiff undertaking 
 that security will be given within a limited time, and 
 undertaking meanwhile for his receipts. The application 
 should be supported by an affidavit shewing the necessity 
 for the appointment, exhibiting an original debenture (which 
 should be in Court at the hearing), and by an affidavit of 
 fitness of the person proposed as receiver. 
 
 The receiver must give security in the usual way, in 
 the absence of special directions. When appointed he is 
 an officer of the Court, and any interference with his 
 possession is a contempt (cl). 
 
 He is entitled to an indemnity out of the assets in respect 
 of his proper expenditure (e). 
 
 Borrowing by receiver. — It may be important to raise 
 money to carry on a business of which a receiver and 
 manager has been appointed. Application should be made, 
 on the hearing of the motion to appoint, or subsequently, 
 by summons at chambers, for leave to borrow on the 
 security of the assets. The security given by the receiver 
 should not contain a covenant by him to repay the money 
 borrowed, but should be framed to constitute a first 
 charge on the undertaking in priority to the existing 
 debentures (/). It must be enforced in a fresh action, 
 and not by a summons in the original action directing 
 the receiver to pay the amount due (g). Form of security 
 by receiver, Form 268, p. 616. 
 
 (a) Be Pound, Son & Hutchins, (e) Strap}) v. Bull [1S95], 2 
 42 Ch. D. 402. Ch. 1. 
 
 (b) Morrison v. Skerne Iron- (/) Greenwood v. Algesiras, &c. 
 works, 60 L. T. 588. [1894], 2 Ch. 205; Latham .v. 
 
 (c) Edwards v. Edwards, 2 Greenwich Ferry Co., W. N. (1895), 
 Ch. D. 291. p. 77. 
 
 (d) Htlmore v. Smith, 35 Ch. D. (g) Brocklebank v. Last London 
 447 By. Co., 12 Ch. D. 839.
 
 m 
 
 Remedies of Debenture-holders. 
 
 Part VI. Sale before judgment.— 0. 51 (R. S. C), r. 118, provides 
 that in debenture-holders' acti ins, when the debenture - 
 
 Remedies holders arc entitled to a charge by virtue of the deben- 
 tures, or of a trust-deed or otherwise, and the plaintiff is 
 suing on behalf of himself and other debenture-holders, 
 and the judge in person is of opinion that there must 
 eventually be a sale, he may. in his discretion, direct a 
 sale before judgment, and also after judgment, before all 
 the persons interested are ascertained, whether served 
 or not. 
 
 OF I >E 
 HOLDEBS. 
 
 Statement of claim. — See form, p. 616, which must be 
 varied to meet the circumstances. A defence is seldom 
 delivered unless the validity of the debenture - i- impeac 
 or a question of priority arises. The defence should then 
 state the special facts. If there is no defence, the action 
 can then be set down and heard in default of pleading, 
 and marked short. 
 
 Judgment. — Form, p. 617, is a common form judgment 
 which can be varied to suit the circumstances. It is the 
 
 practice of the Chancery judges to preface the order with a 
 declaration of charge — at all events, in cas< - where the 
 company appear at the trial. Vaughan Williams, J., has 
 refused to make this declaration in winding-up without the 
 assent of the liquidator (a), on the ground that it might 
 hamper a liquidator desiring to impeach the debentures. 
 
 A sale is generally the most convenient way of rendering 
 the company's assets available. 
 
 Conditional contracts are often made b}~ the receiver, 
 and if approved by the Court, all necessary parties are 
 directed to concur in carrying them. Applications to con- 
 firm these contracts are made by summons in the action. 
 
 "Where the debentures are all held by one person, he may 
 obtain foreclosure against holders of subsequent debentures 
 and the company on an originating summons (b). 
 
 The receiver need not be continued unless he was 
 appointed only until judgment (c). If appointed manager 
 to act for a limited time, the proper form of judgment is 
 
 (a) Mar wick v. Thurlow [1895], 
 1 Ch. 77G, where the declaration 
 was not made; and see Charlwood 
 v. Leasehold Co., W. N. (1895) 47. 
 
 (6) Sadler v. Worley [1894], 2 
 Ch. 170; see form ot judgment. 
 Difficulties would arise if the de- 
 
 bentures were in several hands : 
 Oldrey v. Union Works, W. N. 
 (1895) 77 ; or secured by a trust- 
 deed: Re Alison, 11 Ch. D. 284; 
 Locking v. Parker, 8 Ch. 30. 
 
 (c) Underwood v. Underwood, 
 37 W. E. 428.
 
 BliNTUUE- 
 
 Remedies of Debenture-holders. 475 
 
 to extend the time (a). When the judgment is perfected, Part VI. 
 a summons to proceed upon it should be taken out. 
 
 Notice of the judgment must be served upon all the Remedies 
 debenture-holders when ascertained, unless on the hearing 
 of the summons to proceed it appears to the judge that by 
 reason of absence, or for any other sufficient cause, service 
 of notice cannot be made or ought to be dispensed with ; 
 and where service of the notice is dispensed with, the judge 
 may order that the person as to whom notice is dispensed 
 with shall be bound as if served, and he shall be bound 
 accordingly, except where the judgment has been obtained 
 by fraud or non-disclosure of material facts (b). 
 
 Advertisements for claims will be issued under the direc- 
 tion of the registrar or the chief clerk, in the manner 
 required by R. S. C, 0. 55, r. 47. 
 
 The receiver should obtain the sanction of the Court to 
 all expenditure made by him in keeping the company's 
 business afloat, and to any conditional agreement he may 
 enter into for the sale of any part of the company's assets. 
 
 Calls.— When uncalled capital is charged by the deben- 
 tures, the Court has no jurisdiction, in a debenture-holder's 
 action, to order either the receiver or the liquidator to make 
 a call in the action. It can order the liquidator to make 
 a call in the winding-up, and the receiver may be em- 
 powered to take steps in the name of the liquidator to get 
 in the call (c). The costs of a winding-up petition will not 
 be ordered to be paid out of moneys produced by a call 
 charged to debenture-holders, but the costs of getting in the 
 call would be allowed to the liquidator (d). If the assets 
 charged will be insufficient to pay the debenture-holders, 
 there seems no reason why the conduct of the proceedings 
 to obtain payment of the call should not be given to the 
 receiver. 
 
 Compromises. — Powers are now commonly given by deben- 
 tures to a specified majority of the holders to bind the 
 minority. These powers usually are to sanction any com- 
 promise or modification of the debenture-holders' rights ; to 
 release any of the mortgaged premises, and to accept any 
 other property or securities instead of the debentures (e). 
 
 (a) Davis v. Vale of Evesham, &c, Co. [1895], 2 Ch. 981. 
 (fee, Co., W. N. (1895) 105. (e) As to such clauses, see MM 
 
 (b) 11. S. C, 0. 55, rr. 35 and 35a. v. Eddystone Granite Quarru s 
 
 (c) Fowler v. Broads Patent, &c, [1892], 3 Ch. 75 ; bneath v. t alley 
 Co. [1893], 1 Ch. 724. Cold, Ld. [1893], 1 Ch 4 i j ; Mer- 
 
 (d) firabournev. Anglo-Austrian, cantile Investment, &a., to. v. lnoei
 
 476 
 
 Receivers and Managers. 
 
 of De- 
 benture 
 
 HOLDERS. 
 
 Part VI. The Court will, if necessary, direct meetings of the de- 
 
 Denture-holders to be called to ascertain the wishes of the 
 
 Kkmiiiks majority, and -will direct notices and advertisements to be 
 issued for that purpose. The Court may then sanction the 
 resolutions come to, and give effect to them in the action. 
 "When the registrar or chief clerk has made his certifi- 
 cate in answer to the inquiries directed by the judgment, 
 if no summons to vary has been taken out, the action may 
 be set down on further consideration. 
 
 Further consideration. — Where the further consideration 
 involves only the payment of costs, distribution of the 
 fund, and the discharge of the receiver, it may be taken in 
 chambers (a). If any questions have to be argued, e.g. of 
 priorities or amount due for interest, further consideration 
 should be taken in Court. If the assets are sufficient to 
 pay the debentures and interest, the order will direct the 
 calculation of interest and payment of principal and in- 
 terest due to the persons found by the certificate to be 
 holders of the debentures, taxation, and payment of costs, 
 including the costs of application for leave to commence 
 the action, discharge of receiver, and payment of balance 
 to the company or liquidator. Form of order (b), which 
 may be varied to suit the circumstances, will be found in 
 the Appendix. 
 
 II. — Duties and Liabilities of Receivers and Managers. 
 
 Effect of appointment of receiver and manager. Powers, 
 duties, and liabilities of receiver and manager. 
 
 Receiver. — The object of obtaining the appointment of a 
 receiver is to place the assets under the protection of the 
 Court, and to prevent everybody except the receiver, as an 
 officer of the Court, from in any way intermeddling with 
 them. 
 
 Manager. — When it is desired not merely to protect the 
 assets, but also to carry on a trade or business, the receiver 
 should also be appointed manager, otherwise the receiver 
 has no power to carry on the business (c). The powers of 
 
 Plate, (fee, Co. [1894], 1 Ch. 578. As 
 to rights of minority to have com- 
 pany's funds administered where 
 the company's objects have failed, 
 see Collinyham v. Sloper [1893], 
 
 2 Ch. 96. 
 
 (a) R. S. C, 0. r. 55, 2 (6). 
 
 (6) Post, p. 618, Form 271. 
 
 (c) Manchester and Milford By. 
 Co., 11 Ch. D., at p. 653.
 
 Receivers and Managers. 
 
 All 
 
 management may be limited (a). The modern practice is Part VI. 
 
 to direct that the business of the company shall not be 
 
 carried on by the receiver and manager for a longer period D y TIE s 
 than six months without the leave of the judge in chambers, ^f^^t" 
 ■with liberty to apply for further time (b). 0F r e _ 
 
 The appointment of a manager implies that he has ceivers 
 power to deal with the property, and to appropriate the andMan- 
 proceeds in a proper manner (c). ag ers. 
 
 It has been recently held by the Court of Appeal that 
 where a receiver is appointed, at the instance of mortgagees, 
 over property on which the mortgagor carries on business, 
 the receiver cannot be directed to manage the business 
 unless the business is in express terms, or by implication, 
 included in the mortgage (d). The decision was apparently 
 based on the assumption that such a security did not in- 
 clude the good will of the business carried on on the 
 premises ; but there are several earlier cases, also in the 
 Court of Appeal, which, however, were not cited, which 
 shew that such a mortgage does include the good will (e). 
 
 Effect of appointment. — The appointment takes effect as 
 against third parties, not from the date of the order making 
 the appointment, but from the completion of the security 
 required to be given by the order (/), unless the receiver be 
 authorized to act at once. Therefore it is not contempt 
 of Court for an execution creditor to seize chattels in the 
 interval between the appointment of the receiver and the 
 completion of the security and possession taken (/). But 
 if no security is required (which should appear on the face 
 of the order), the appointment is complete upon possession 
 being taken under the order (g). 
 
 Possession. — The possession of a receiver is that of the 
 Court, and the effect of his appointment is to remove the 
 parties to the action from possession (Ji) ; but if a party 
 claiming a right by title paramount is in possession, the 
 
 (a) Taylor v. Neate, 39 Ch. D. 
 538. Manager not to enter into 
 contracts involving liability of 
 more than £200. 
 
 (b) Day v. Sykes, Walker & Co., 
 55 L. T. 763. 
 
 (c) Manchester and Milford By. 
 Co., supra. 
 
 (d) Wliitley v. Challis [1892], 1 
 Ch. 64. 
 
 (e) See Chissum v. Dewes, 5 
 
 Euss. 29 ; Pile v. Pile, 3 Ch. D. 36 ; 
 Cooper v. Metropolitan Board of 
 Works, 25 Ch. D. 472. 
 
 (/) Edwards v. Edwards, 2 Ch . D. 
 291 ; Ex p. Evans, 13 Ch. D., at 
 p. 255. 
 
 (g) Morrison v. Skene Iron- 
 works Co., 60 L. T. 588. 
 
 (h) Bussell v. E. Any. By., 3 
 Mac. & G. 104 ; Ames v. Birken- 
 head Docks, 20 Beav. 350.
 
 478 Receivers and Managers. 
 
 Part VI. appointment of receiver leaves him in possession (a). If 
 
 a party to the action is appointed, the rule is the same. 
 
 Duties The appointment of a receiver does not affect the pro- 
 
 a.nd Lia- p r i e tary rights of any of the owners; it merely affects the 
 of Re- possession of the property, and takes it into the custody of 
 ci.ivi.ks the Court. 
 
 and Max- A receiver of land never takes actual possession, he only 
 agers. receives the rents (//) ; and he does that not by virtue of 
 
 any estate or title that is vested in him, but merely as the 
 
 oi'ticer of the Court (c). 
 
 A receiver is entitled to rents in arrear when he is 
 
 appoint od (d). 
 
 Duties. — The general duties of a receiver are to take 
 possession of the property over which he is appointed 
 receiver, and under the sanction of the Court, when 
 necessary, to do all such acts of ownership as to receipt 
 of rents, compelling payment of debts, letting lands and 
 houses, and otherwise as the owner himself could do if he 
 were in possession. 
 
 If the appointment is of rents of real or leasehold pro- 
 perty, the order appointing a receiver usually directs 
 parties to the action, if in possession, to deliver up to the 
 receiver the possession of such parts of the property as 
 are in their hands ; the receiver should in this case, as 
 soon as his appointment is complete (i.e. when security is 
 given, unless the order provides that no security is required, 
 or that the receiver may act before security given), apply 
 to the parties to give up possession according to the order. 
 If any party refuses to comply with the order, the receiver 
 should report the refusal to the solicitor of the party who 
 has the conduct of the action, who must serve the party 
 personally with a copy of the order, and, if still withheld, 
 compliance can be enforced by a writ of possession under 
 E. S. C, 0. 47. 
 
 A party is entitled to remain in possession of lands unless 
 he is ordered to deliver them up, but on the application of 
 the receiver he will be ordered to pay an occupation rent (e). 
 
 Tenants of real property should be required to attorn. 
 If they refuse, application should be made to the Court 
 that the tenants may be ordered to attorn (/). 
 
 (a) Evelyn v. Lewis, 3 Hare, 472 ; (d) Codrington v. Johnstone, 1 
 Bryant v. Bull, 10 Ch. D. 153. Bear. 524. 
 
 (b) Ex p. Evans, 13 Cb. D., (e) Yorkshire Banking Co. v. 
 at p. 255, per James, L.J. Mullan, 35 Ch. D. 125. 
 
 (c) Vine v. Baleigh, 24 Ch. D., (/) Beid v. M iddleton, 1 T. &E. 
 at p. 243. 455; or, if the tenancy appears,
 
 Receivers and Managers. 
 
 479 
 
 Distress. — After attornment the receiver can distrain in 
 his own name (a), but before attornment he should distrain 
 in the name of the person who has the legal estate (&). 
 It has been stated that the practice is that a receiver may 
 distrain at his own discretion for rent in arrear less than 
 one year ; but if in arrear for more than a year, that then 
 an order is necessary (c). 
 
 The duty of a receiver over personal property is to 
 collect all he can get in. The order appointing a receiver 
 usually directs parties to deliver up property in their 
 hands. On refusal, the receiver should give notice to the 
 solicitor of the party who has the conduct of the proceed- 
 ings, who must take the necessary steps to enforce the 
 order in manner above mentioned with reference to real 
 estates. 
 
 Debts. — The receiver must collect the debts. If a debtor 
 refuses to pay, a summons must be taken out for leave to 
 commence proceedings (d). It seems that it is not now the 
 practice to give the conduct of proceedings to a receiver (e). 
 
 As a general rule, a receiver cannot himself maintain an 
 action to compel obedience to an order for delivery of 
 goods, or the payment of money to him by a party to the 
 action (/) ; the party having conduct of the action must 
 take the necessary steps, but he might sue on a bill of 
 exchange in his own name (/), or bring detinue for chattels 
 unlawfully detained from him (/). 
 
 Interference with receiver. — The Court will not allow its 
 receiver to be interfered with, even though he has been 
 erroneously appointed (g). Interference with a receiver 
 appointed by the Court (e.g. by advertisements tending to 
 prejudice the management of a business carried on by a 
 receiver and manager under order of the Court) is contempt 
 of Court (h), and after notice from the receiver, the persons 
 interfering, whoever they may be, and even though en- 
 forcing legal rights, are liable to be committed (i). 
 
 the order may be that the tenant 
 deliver up possession, or pay an 
 occupation rent : Hobhouse v. Holl- 
 combe, 2 D. & S. 208. 
 
 (a) Bitt v. Snowden, 3 Atk. 
 750. 
 
 (b) Hughes v. Hughes, 1 Yes. Jr. 
 161. 
 
 (c) Brandon v. Brandon, 5 
 Madd. 473. 
 
 (d) See form of summons, Daniel's 
 
 C. F., p. 731. 
 
 (e) Be Hopkins, 19 Ch. D. 61. 
 
 (/) Be backer, 22 Q. B. D., at 
 p. 85, per Fry, L.J. 
 
 (g) Ames v. Birkenhead Bocks, 
 20 lieav. 332. 
 
 (h) Helmore v. Smith (2), 35 Cb. 
 
 D. 449 ; Hawkins v. Gathercole, 1 
 Drew. 12. 
 
 (i) Ex p. Cochrane, 20 Eq. 
 282. 
 
 Part VI. 
 
 Duties 
 and Lia- 
 bilities 
 ok Re- 
 ceivers 
 and Man- 
 agers.
 
 480 
 
 Receivers and Managers. 
 
 Duties 
 and Lia- 
 bilities 
 of Re- 
 ceivers 
 and Man- 
 agers. 
 
 Part VI. Applying for directions.— Generally, it is improper for a 
 receiver to do, without the sanction of the judge, anything 
 that may involve the estate in expense (a). The limit of 
 the amount which may be applied by the receiver, without 
 the sanction of the Court, is stated to be £30 a year (b). 
 
 Except in cases of necessity, a receiver should not 
 originate any proceedings. The proper course for him to 
 adopt is to apply to the plaintiff, or the party having the 
 conduct of the proceedings, to make any necessary applica- 
 tion to the Court ; but if they make default, he may be 
 justified in applying himself (c). 
 
 Discharge of servants. — The appointment of a receiver and 
 manager at the instance of debenture-holders operates to 
 discharge the servants of the company, but as against the 
 company this is a wrongful dismissal, for which an action 
 would lie against the company (d) ; but if the receiver 
 continues the servant in his employ at the same salary, 
 and for the full period in respect of which the servant 
 would have been entitled to notice, he suffers no damage, 
 and an action against the company would fail {c). 
 
 Liabilities of receivers and managers. — In the first place 
 a receiver must, unless otherwise ordered, give security 
 duly to account for what he shall receive (/). During his 
 receivership he must pass his accounts on the days appointed 
 by the Court (g). He is liable for any loss occasioned by 
 his wilful default. 
 
 Money not accounted for, and due from a receiver under 
 the Court, is, by his recognizance, made a debt of record, 
 although the balance due has not been ascertained (h). 
 
 The receiver is a trustee of such money for the persons 
 entitled thereto, and cannot, as against them, plead the 
 Statute of Limitations, although his final accounts have 
 been passed and the recognizances vacated (li). 
 
 A receiver may be ordered personally to pay costs 
 incurred by reason of his misconduct or neglect in the 
 discharge of his duties (i), and he is liable to attachment 
 for breach of an order to pay moneys due from him, 
 although made after he has been discharged from his 
 
 (a) Seton, 676 (5th edition). 
 
 (b) Daniel's Chancery Practice, 
 1700 (6th edition). 
 
 (c) Parker v. Dunn, 8 Beav. 
 497 ; Ireland v. Bade, 7 Beav. 55. 
 
 (d) Beid v. Explosives Co., 19 Q. 
 B. D. 264. 
 
 (0 lb. 
 
 (/) Order 50, r. 16. 
 (g) Order 50, r. 18. 
 (Ji) Seagram v. Tuck, 18 Ch. D. 
 296 ; Be Gent, 40 Ch. D. 190. 
 (t) Exp. Brown, 30 \Y. R. 303.
 
 Receivers and Managers. 
 
 481 
 
 receivership (a) . Attachment for breach of such an order Part VI. 
 is not subject to privilege of Parliament (a). 
 
 Liability on contracts entered into by receivers and mana- 
 gers. — A receiver and manager appointed by the Court is 
 not the agent of the company ; they do not appoint him ; 
 he is not bound to obey their directions ; and they cannot 
 dismiss him, however much they may disapprove of the 
 mode in which he is carrying on the business. Only 
 the Court can dismiss him, or give him directions as to the 
 mode of carrying on the business, or interfere with him if 
 he is not carrying on the business properly (&) . Obviously, 
 therefore, he is not the agent of the company, and they 
 are not liable on his contracts, nor can the Court possibly 
 be liable ; therefore any orders he may give must, prima 
 facie, be taken to be orders given on his own responsibility 
 and credit (c) ; and, prima facie, he is personally liable 
 thereon, with a right to be indemnified out of the assets (d). 
 But if the creditor gives credit on the terms that the 
 manager should not be personally liable, he could not 
 afterwards sue the manager (e). The mere fact that the 
 order sued on is in writing, signed by the manager, and 
 expressed to be given for the company, with the words 
 "receiver and manager" appended to the signatures, is 
 not sufficient to exonerate the manager from his personal 
 liability (/). 
 
 Where, however, the receiver and manager is not ap- 
 pointed by the Court, but by the trustees of a debenture 
 trust-deed, different considerations apply. A receiver so 
 appointed is a mere agent, and in carrying on the com- 
 pany's business he does not incur any personal liability (//). 
 Under the usual clause in trust-deeds, a receiver appointed 
 by the trustees is declared to be agent for the company (/*), 
 and this is in accordance with the old form of receivership 
 clauses in mortgages (/), and with the provisions of the 
 Conveyancing Act, 1881 (A). 
 
 The receiver cannot remain agent for the company after 
 
 Duttes 
 and Lia- 
 bilities 
 of Ee- 
 ceivers 
 and Man- 
 agers. 
 
 (a) Be Gent, supra. 
 
 (6) Burt v. Bull [1895], 1 Q. B. 
 27b. 
 
 (c) lb., per Lord Esher. 
 
 \d) Strapp v. Bull [1895], 2 Ch. 
 1, which tee as to questions of 
 priority of receiver's indemnity over 
 debenture-holders and creditors. 
 
 (e) Burt v. Bull, supra, per 
 Esher, M.E., at p. 2o0. 
 E.W. 
 
 (/) Burt v. Bull, supra. 
 
 (g) Given v. Gronh [1895], 1 
 Q. 13. 265. 
 
 (h) See per Rigby, L. J., in Owen 
 v. Cronk, supra. 
 
 (i) Jefferys v. Dickson, 1 Ch. 
 183 ; Law v. Glenn, 2 Ch., at p. 
 641. 
 
 (Je) S. 21, sub-s. 87. 
 
 2 i
 
 ls2 
 
 Receivers and Managers. 
 
 Part VI. liquidation has commenced, and from that date the trustees 
 are liable for the debts incurred by the receiver, as their 
 agent in carrying on the business (a). This liability may, 
 and probably does, extend to debts incurred before the com- 
 pany goes into liquidation ; at all events, in those c 
 where the business is carried on by the receiver without 
 the concurrence of the directors or officers of the com- 
 pany (6). 
 
 v. Gosling, 12 T. L. (b) lb. 
 
 Duties 
 and Lia- 
 bilities 
 of Re- 
 ceivers 
 ami Man 
 A.GEB8. 
 
 (a) Gaskell 
 R. 72.
 
 APPENDIX I. 
 FORMS.
 
 Forms. 
 
 485 
 
 TITLE AND FORMAL PARTS. 
 
 The number in brackets is the number of the form referred to in the Companies w n i 
 
 Winding-up Kules. M0 ' l - 
 
 (1.) General 
 
 In the High Court of Justice No. of 189 . T ^. le 
 
 Companies Winding-up. r *\ 
 
 Mr. Justice Vaughan Williams. 0Urt) " 
 In the Matter of the Companies Acts, 1862 to 1890, 
 
 and 
 In the Matter of the (a) Company, Limited. 
 
 (2.) 
 
 In the County Court op , holden at 
 
 In the Matter of the Companies Acts, 1862 to 1890, 
 
 and 
 In the Matter of the (a) Company, Limited. 
 
 No. 2. 
 
 General 
 Title 
 (County 
 Court). 
 
 [Title No. 1.] y o- 3 - 
 
 Let all parties concerned attend at the office of the registrar, at the Form of 
 Bankruptcy Buildings, Carey Street, London, on the day of summons 
 
 189 , at o'clock in the noon, on the hearing of an (general), 
 
 application of [the Official Receiver, the Provisional Liquidator of the 
 above-named company], for an order that 
 Dated the day of 189 . 
 
 Seal. 
 This summons was taken out by the 
 To 
 
 Note. — If you do not attend, either in person or by your solicitor, at the time 
 and place above mentioned, such order will be made, and proceedings taken as 
 the judge (or registrar) may think just and expedient. 
 
 No. 4. 
 
 [Title No. 1.] 
 
 Take notice that this Court will be moved before his Lordship Mr. Formal 
 Justice on day the day of 189 at 
 
 o'clock, in the noon, or so soon thereafter as counsel can be hear 
 
 by Mr. of counsel on behalf of that 
 
 parts of 
 notice of 
 motion. 
 
 (a) Insert full name of company.
 
 486 
 
 Forms. 
 
 [ Add if necessary] And take notice that special leave to give this 
 notice for the day aforesaid has been obtained from his Lordship Mr. 
 Justice 
 
 Dated this day of 189 . 
 
 A. B. of solicitor for, &c. 
 
 To Mr. E. F. of , and to Mr. G. H. his solicitor. 
 
 X... 
 
 PETITIONS. 
 
 [Title Xo. 1.] (12.) 
 of 189 . 
 
 In the (a) 
 
 lu the Matter of the Companies Acts, 18G2 to 1890, 
 and 
 
 In the Matter of the Company, Limited (b). 
 
 To (c) 
 The humble petition of (</) sheweth as follows : — 
 
 1. The Company, Limited (hereinafter called the company), was 
 in the month of . incorporated under the Companies Acts. 
 
 2. The registered office of the company is at (e) 
 
 3. The nominal capital of the company is £ . divided into shares 
 of £ each. The amount of the capital paid up or credited as paid 
 up is i 
 
 4. The objects for which the company was established are as follows : — 
 
 To . » 
 
 and other objects set forth in the memorandum of association 
 
 thereof. 
 [Here set out in paragraphs the facts on ichich the petitioner relies, and 
 conclude asfolloivs] : — 
 
 Your petitioner therefore humbly prays as follows : — 
 
 (1.) That the Company, Limited, may be wound up by the Court 
 
 under the provisions of the Companies Acts, 1862 to 1890 : 
 (2.) Or that such other order may be made in the premises as shall be 
 
 just. 
 Note. — (/) It is intended to serve this petition on 
 
 No. 6. 
 
 Petition 
 by unpaid 
 creditor 
 on simple 
 contract. 
 
 [Title No. 1.] (13.) 
 
 [Paragraphs 1, 2, 3, and 4 as in Xo. 5.] 
 
 5. The company is indebted to your petitioner in the sum of £ 
 for (g) 
 
 6. Your petitioner has made application to the company for payment 
 
 (a) State name of Court, and in the 
 High Court the Division and Judge. 
 (6) [or as the case may be.~] 
 
 (c) Insert title of Court. 
 
 (d) Insert full name, title, &c, of 
 petitioner. 
 
 (e) State the full address of the 
 registered office so as sufficiently to 
 show the district in which it is situate. 
 
 In county court petition, add a state- 
 ment that such office is within the 
 jurisdiction of the Court. 
 
 (/) This note will be unnecessary if 
 the com pan v is petitioner. 
 
 (g) State'consideration for the debt, 
 with particulars so as to establish that 
 the debt claimed is due.
 
 Forms. ^gy 
 
 7. The company is [insolvent and] unable to pay its debts 
 
 S bouu bet^T p : ta ° cra il is just and e<Iuitable tl,a < *■ c ™i»°y 
 
 Your petitioner therefore, &c. [as in No. 51 
 
 [2We and first four paragraphs same as No 5 1 
 
 5. Your petitioners are brokers and commission agents carrying on No> 7 - 
 business at — _. 1 he company is justly and truly indebted to °your , ~~ A - 
 
 petitioners in the sum of £ for commission due on the building ? y r Credl " 
 
 of a steamship by the said company for Messrs. of n W ' 
 
 a contract dated the day of , to be payable when the vessel 
 
 was in frame The same steam-vessel has been in frame for some time 
 model particular grounds on which the application is 
 
 6. Your petitioners have made repeated applications for payment of 
 
 the said sum of £ , but although there is no dispute whatever as 
 
 to he amount due to your petitioners as aforesaid, the company has 
 neglected or refused to pay the said amount or any part thereof. Your 
 petitioners hold no security fur any part of their said debts (a). 
 
 (. Ihe company is indebted to divers other creditors besides your 
 petitioners. It is insolvent and utterly unable to pay your petitioners' 
 said debts or its other debts. 
 
 +V, 8 ' ,J : ,he sheriff of has recently levied a writ of fieri facias at 
 
 the suit of , on the goods, chattels, and machinery of the company, 
 
 and has advertised the same for sale thereunder on . 
 
 ?a ' J ' he . on . 1 y assets of the company are [here set out any assets]. 
 
 la It is just and equitable that the company should be wound up by 
 
 11. It is necessary for the protection of the property of the company 
 and for the interest of the creditors thereof that a provisional liqui- 
 dator should be immediately appointed [or state here the particular 
 circumstances requiring the immediate appointment of a provisional 
 liquidator]. 
 
 Your petitioners therefore, &c. [as in Form No. 5]. 
 
 Note. — It is intended, &c. [as in Form No. 5]. 
 
 [Title No. 1.] No . 8 . 
 
 [State the circumstances necessitating the winding-up of the compa)n/ 
 
 and the inability to continue business, and set out the assets. See Forms B y ^V 
 
 Nos. 5, 6, and 7.] paid-up 
 
 If a proper sale be effected of the assets of the company, there ^lder 
 
 will be a surplus not only sufficient to pay all the existing debts and 
 liabilities of the company, but also to pay a substantial dividend to all 
 the shareholders (b). 
 
 (a) Where there has been a statutory has neglected to pay such sum or to 
 
 demand, a paragraph will be inserted secure or compound for the same 
 
 as follows : " Your petitioner served on to the reasonable satisfaction of your 
 
 the company on the day of petitioner." 
 
 ; — > by leaving the same at its (6) See Part I., Chap. IV., p. 50, as 
 
 registered office, a demand under his to when a shareholder can present a 
 
 hand requiring the company to pay the petition, 
 
 said sum of £ — , and the company
 
 • Iks 
 
 Forms. 
 
 tfo. 9. 
 
 Petition 
 by share- 
 holder on 
 ground of 
 fraud and 
 non-exist- 
 ence of 
 subject 
 matter for 
 which 
 company 
 was 
 formed. 
 
 [Title No. 1.] 
 
 [For ih< fiistfour paragraphs, see, and adapt from, Xu. 5.] 
 
 5. The prospectus of the company was issued in and about the month 
 of, &c, and the following arc the material statements [set forth the 
 portions of the prospectus containing misrepresi ntations\. 
 
 6. The said prospectus was extensively circulated and a large number 
 of shaics were subscribed for by the public upon the faith of the said 
 prospectus. 
 
 7. The said pruspectus and the statements therein contained were 
 fraudulent and misleading (in particular the statements referred to iu 
 paragraph hereof, &c.) in the following particulars: — [State con- 
 cisely //<<■ manner in which the prospectus was misleading and fraudulent, 
 ant/ shew that the subject matter for which tfo company was formed never 
 existed.] 
 
 8. The company lias not commenced business within a year of its 
 incorporation, or it' it ever did commence business, it has suspended its 
 business for the space of a whole year, and under the circumstances 
 hereinbefore stated it never can cany on busii 
 
 9. The company is a bubble and a sham, and was formed solely in the 
 interest and lor the benefit of the promoters th< 
 
 10. Notwithstanding the company has not acquired any property, the 
 
 directors in the month of October last made a call of the per 
 
 share which then remained uncalled up. 
 
 11. Your petitioner is an original allottee and holder of shares 
 
 for which he subscribed on the faith of the said prospectus which he 
 
 believed to be true, and lie has paid the sum of £ in respect of 
 
 such shares. 
 
 12. In the event of the company being wound up there will be a 
 large return to the shareholders, after discnarging all the liabilities of the 
 company/. 
 
 lo. Under the circumstances hereinbefore set forth it is just and 
 equitable that the company should be wound up: — 
 
 Your petitioner therefoie prays, &c. [as in Form Ko. 5]. 
 Note. — It is intended, &c. [as in Form So. 5], 
 
 No. 10. 
 
 By com- 
 pany. 
 
 [Title So. 1.] 
 
 The humble Petition of the Company, Limited, having its 
 
 registered office at, &c. 
 
 Sheweth as follows : — 
 
 [The fir-'t four paragraphs ivill be the same as Xo. 5. 
 
 5. By the articles of association of the company (clause — ) it was 
 declared that the company adopted and should carry into effect the 
 agreement set forth in the schedule thereto. 
 
 6. Upon the incoiporation of the company a large number of copies of 
 the prospectuses were issued and circulated by the directors and promoters, 
 by which they, on behalf of the company, invited applications from the 
 public for of the shares of the company". 
 
 7. The paragraphs of the said prospectus were as follows: — 
 
 [Here state material parts.] 
 
 8. The said prospectus then referred to the opinions of certain persons 
 therein named as to the value of the property and to certain reports, 
 and contained the following further statements: — [Here set out material 
 parts.]
 
 Forms. 489 
 
 9. The said prospectus was accompanied by two reports, one of Mr. No. 10. 
 another ot Mr. . The said reports were expressed to 
 
 have been made to the directors of the company, and contained the 
 following amongst other statements : — [Here set out material statements.'] 
 
 10. Both the said reports as well as the said prospectus represented to 
 the persons who were invited to take shares in the company that the 
 company had both surface and mining rights over the whole of the said 
 acres. 
 
 11. On the faith of the statements contained in the said prospectus as 
 to the extent and value of the said property, a large number of persons 
 subscribed for shares in the company. The number of shares so sub- 
 scribed for was . 
 
 12. In the month of last a considerable number of the persons 
 
 who took shares on the faith of the said prospectus commenced pro- 
 ceedings against the company for rescission of their contracts and return 
 of the money paid by them on their shares, on the grounds amongst 
 others that [here set out grounds']. 
 
 13. In consequence of these proceedings communications took place 
 between some of the vendors, and promoters, and the shareholders by 
 whom the said proceedings were taken, and the existing directors of 
 the company resigned office, and new directors were appointed at the 
 instance of the said shareholders. Since their appointment the said 
 new directors investigated the circumstances under which the company 
 was formed, and have ascertained the following facts : — [Here set out 
 
 facts.] 
 
 14. [Here set out other facts relating to the property and sale to com- 
 pany, and that agreements were not disclosed in the prospectus of the 
 company nor communicated to the directors.] 
 
 15. \Here set out the circumstances shewing that the agreements were 
 merely contrived in order to secure the difference in price between the 
 sums mentioned in the agreements as promotion money, or as the case 
 may be.] 
 
 16. The said prospectus did not disclose the facts that the company 
 
 was promote^ i by one with the assistance of the said • and 
 
 others, and that a large portion of the difference in price between the 
 
 sums payable under the agreement of the day of was to 
 
 be distributed, as the same was in fact distributed, between the said 
 and . 
 
 17. [Here set out facts shewing that the directors have entered into 
 contracts for sale of part of the company's land, and that the company 
 has not acquired a proper title to a large portion.] 
 
 18. It will be impossible to work the property of the company suc- 
 cessfully if it consists of the small surface acreage of acres, and 
 
 mining rights over only acres. No mining operations have as 
 
 yet been commenced on the property of the company, and it would be 
 useless to attempt any such operations if the company have, as the 
 directors are advised, mining rights over only acres. The under- 
 taking of the company, as described in the said prospectus, has entirely 
 failed, and a very large number of shareholders, other than the vendors 
 and promoters and the persons who acquired shares from the vendors 
 and promoters, have a right to repudiate their shares on the ground of 
 misrepresentation. Offers have been made on the part of some of the 
 vendors and promoters to make restitution of a considerable part ot the 
 profits derived by them, and if the company is wound up, such restitution 
 can be enforced. In the opinion of the directors such restitution ought 
 to be made lor the benefit of the shareholders generally, and this cannot 
 be effectually secured except by a winding-up order, inasmuch as until
 
 490 
 
 Forms. 
 
 No. 10. such order is made, individual shareholders may recover the moneys paid 
 by them on their shares, and exhaust the assets of the company. 
 
 19. The company have not sufficient lands to enable them to carry on 
 their business or to defend any such proceedings if taken. The present 
 
 debts and liabilities of the company amount to about £ , and the 
 
 company's assets consist of [set out assets], 
 
 [Usually wht it the petition is presented by the company the assets, if 
 judiciously realized, would be sufficient to 2Kty all claims against the 
 company, and it is so stated in the petition.'] 
 
 20. Under the circumstances it is impossible for the company to carry 
 out its undertaking or to continue any business, and the company is in 
 fact commercially insolvent, and the only prospect of securing any 
 money for the shareholders is by means of a winding-up. It is for the 
 reasons herein appearing just and equitable that the company should be 
 wound up. 
 
 Your petitioners therefore humbly pray [as in form No. 5]. 
 
 It is not intended to serve this petition on any person. 
 
 No. 11. 
 
 By share- 
 holder 
 and con- 
 tributory 
 of an in- 
 surance 
 company. 
 
 1. The 
 
 In the Matter of the Companies Acts, 1862 to 1890, 
 
 and 
 Iu the Matter of the Life Assurance Companies Acts, 
 1870 and 1872, 
 
 and 
 
 In the Matter of the Insurance Company, 
 
 Limited. 
 Company, Limited (hereinafter called the company), 
 
 was incorporated by registration (with articles of association) under the 
 Companies Acts, 1862 to 1890, and the Life Assurance Companies Acts, 
 
 1870, 1871, and 1872, on the day of . 
 
 2. The registered office of the company is in England, and the said 
 memorandum of association further stated that the liability of the 
 shareholders is limited, and the nominal capital of the company is 
 £ divided into shares of £ — each, with power to iucrease 
 
 such capital to £ . 
 
 3. The objects and purposes of the company as stated in the memo- 
 randum of association thereof were among other things as follows, 
 namely : — [Here set out the objects.] 
 
 4. The company forthwith alter its registration proceeded to allot 
 shares, and to grant and issue policies and generally carry on business. 
 
 5. The subscribed capital of the company amounts to shares 
 
 of £ — each, of which £ has been paid up. 
 
 6. [Here describe the nature of the business done by the company.] 
 
 7. The affairs of the company have been managed negligently and 
 unskilfully, and such business in great part has been and is profitless. 
 
 8. The following tables, which are compiled from the published 
 accounts of the company, shew accurately the proper business done by 
 the company since its formation to . 
 
 [Here follow tables.] 
 
 9. The following table, which is compiled from the published accounts 
 of the company, shews accurately the revenue and the expenditure
 
 Forms. 491 
 
 (except that the amount actually expended in preliminary expenses No. 11. 
 
 by the company has been more than £ from its formation to 
 
 )• 
 
 [Here set out table.'] 
 
 10. From the said tables it appears and it is the fact that the new 
 business of the company has been steadily decreasing, but the expenses 
 of the company have been greater than the total premium income, and 
 
 more than per cent, of the total income from all sources, and that 
 
 the claims on policies have been at the rate of per cent, of the 
 
 total premium income. 
 
 11. The whole of the subscribed and paid-up capital of £ of 
 
 the company has been lost, so far as the shareholders are concerned. 
 The company has thereout in pursuance of the Life Assurance Com- 
 panies Acts paid into, and there is now in the Bank of England, as a 
 
 security for the policy-holders, £ , and the residue (£ ) of 
 
 the subscribed capital has been as above appears expended in preliminary 
 expenses. 
 
 12. The directors have not yet published or prepared the balance- 
 sheets and accounts of the company for the year , nor have the 
 
 investigation and statement required by the Life Assurance Companies 
 Act, 1870, yet been deposited as provided by that Act or published. 
 Such investigation, balance-sheet, and accounts have been purposely 
 delayed and kept back by the company and the directors thereof in 
 order not to disclose the insolvent position of the company. Your 
 petitioner is therefore unable to state exactly what has been the business 
 
 done by the company since the day of ■ . But it is the 
 
 fact that such business has been carried on in the same manner as here- 
 tofore and as hereinbefore stated by the company, and the expenditure 
 of the company during such period has exceeded the receipts, and the 
 financial position of the company is now worse than it was on the 
 day of , the date up to which the last published balance- 
 sheet and accounts of the company were made up. 
 
 13. The company has no " assurance fund " properly so called, what- 
 ever. Apart from the said sum of £ invested as aforesaid the 
 
 existing assets of the company are very small, and totally insufficient to 
 enable the company to carry on its business and meet claims as they fall 
 due. Further the company is indebted on various open accounts to the 
 
 amount of £ or thereabouts, whereas the present assets of the 
 
 company available for payment thereof do not exceed £ — ■ or 
 
 thereabouts. 
 
 14. [Here state other particular reasons shewing that a winding-up 
 order will be in the interests of shareholders in general, and that the 
 majority of the shareholders prefer a winding-up by the Court, ctr.] 
 
 15. The company is insolvent, and it is just and equitable and in the 
 interests of the contributories and of the creditors thereof that the same 
 should be wound up by the Court. 
 
 1 6. Your petitioner is and has been the holder of shares in the 
 
 company since the day of , of which £ have been 
 
 paid up. 
 
 Your petitioner therefore prays that [as inform No. 5]. 
 
 It is intended, &c. [as inform No. 5].
 
 492 
 
 Forms. 
 
 No. 12. 
 
 Subject to 
 super- 
 vision. 
 
 [Title No. 1.] 
 
 1 to 4. \_T1ie fust four paragra[>Jis will be similar tn paragraphs 1 to 4 
 of No. 5.] 
 
 5. Immediately .after its incorporation the company began and lias 
 since carried on business at . 
 
 G. The company is indebted to your petitioner in the sum of £ 
 
 for machinery Bold and delivered, together with some interest. Your 
 petitioner holds debenture bonds of the company as part security for 
 such sum. 
 
 7. At an extraordinary general meeting of the company duly convened 
 
 and held at the office of Messrs. , accountants, of , on 
 
 the day of , an extraordinary resolution was passed as 
 
 follows : — 
 
 That it has been proved [Resolution to wind itp. See form under 
 " Voluntary Winding-up "]. 
 
 And at the said meeting Mr. , of , aforesaid, accountaut, 
 
 was duly appointed liquidator of the company for the purj of the 
 
 said winding-up. 
 
 8. Since the passing of the said resolution your petitioner has made 
 application to the company and the said liquidator lor payment of the 
 said sum and interest so owing to him as aforesaid. The said liquidator 
 has admitted that such sum and interest are justly due from the 
 company to your petitioner, but he has not paid the same. 
 
 '.i. The assets of the company consist (inter alia) of unpaid calls to 
 
 the amount of £ , or thereabouts, of the copyhold and leasehold 
 
 premises mentioned in the said memorandum of association, of the 
 machinery and stock-in-trade, and of other items. 
 
 10. The liquidator has not yet got in or received payment of the said 
 
 sum of £ due, as aforesaid, from certain members of the company 
 
 for unpaid calls, and he has not sold the company's said premises, 
 machinery, or otherwise provided funds to pay off the company's 
 creditors. 
 
 11. The liquidator is continuing the working of the company's mills, 
 and it is desirable that the said mills and premises should be sold as a 
 going concern. 
 
 12. The debts of the company amount to upwards of £ , and 
 
 the company is unable to pay the same. 
 
 13. The majority of the company's creditors are desirous that an 
 order should be made for continuing the voluntary winding-up under 
 the supervision of the Court, and unless such an order is made the 
 interest of the company's creditors will be seriously prejudiced by the 
 voluntary wiuding-up of the company. 
 
 Your petitioner therefore humbly prays : — 
 
 1. That an order may be made for continuing the voluntary 
 
 winding-up of the said Company, Limited, subject 
 
 to the supervision of the Court ; 
 Or that an order may be made for winding up the said 
 company by the Court under the provisions of the Com- 
 panies Act, 1862 to 1S90. 
 Or that such other order may be made in the premises as to 
 the Court shall seem meet. 
 
 And your petitioner will ever pray, &c. 
 Note. — It is intended to serve this petition on the above-named 
 company, and on A. B., the liquidator thereof.
 
 Forms. 
 
 493 
 
 Petition to wind up to Court of Palatine of Lancaster. 
 
 In the Chancery of the County Palatine of Lancaster, 
 District. 
 
 In the Matter of the Companies Acts, 1862 to 1890, 
 
 and 
 In the Matter of the Company, Limited. 
 
 To the Right Honourable the Chancellor of the Duchy and 
 County Palatine of Lancaster. 
 
 [Here set out the facts and conclude as in form No. 5, substituting the 
 toords " your Lordship" in the second part of prayer for " the Court."] 
 
 No. 13. 
 
 Palatine 
 of Lan- 
 caster. 
 
 PROCEEDINGS PREVIOUS TO HEARING OF 
 PETITION. 
 
 No. 14. 
 
 [Title No. 1.] (1G.) Ap. 92. 
 
 Notice is hereby given that a peiition for the winding-up of the Advertise- 
 above-named company by the High Court of Justice [or the county ment of 
 court of ] holden at [or, as the case may be], was, on the petition. 
 
 day of 189 presented to the said Court by the said 
 
 company [or by A. B. of , a creditor [or contributory] of the said 
 
 company [or, as the case may be]. And that the said petition is directed 
 to be heard before the Court fitting at on the day of 
 
 189 ; and any creditor or contributory of the said company 
 desirous to support or oppose the making of an order on the said 
 petition may appear at the time of hearing by himself or (a) his counsel 
 lor that purpose ; and a copy of the petition will be furnished to any 
 creditor or contributory of the said company requiring the same by the 
 undersigned on payment of the regulated charge for the same. 
 
 [Signed] (a) [Name.] 
 
 [Address.] 
 
 Notk. — Any person who intends to appear on the hearing of the said petition 
 must serve on or send by post to the above named notice in writing of his 
 intention so to do. The notice must state the name and address of the person, 
 or if a firm the name and address of the firm, and must be signed by the person 
 or firm, or his or their solicitor (if any), and must be served, or if posted, must be 
 sent by post in sufficient time to reach the above named not later than six o'clock 
 in the afternoon of the of 189 . 
 
 Fee on advertisement of petition for compulsory order, seven shillings. 
 
 [Title No. 1.] (17.) No. 15. 
 
 I, A. B., of &c, make oath and say, that such of the statements in the ~" " 
 
 petition now produced and shewn to me, and marked with the letter A, r :f v : ne . 
 
 as relate to my o vn acts and deeds are true, and such of the said state- pg^^f 
 ments as relate to the acts and deeds of any other person or persons I 
 believe to be true. 
 
 (a) In the county court add "his 
 solicitor or." 
 
 (6) To be signed by the solicitor to 
 
 the petitioner, or by the petitioner if lie 
 has no solicitor.
 
 494 
 
 i'nrnt*. 
 
 No. 16 
 
 Affidavit 
 of service 
 of petition 
 on mem- 
 bers, offi- 
 cers, or 
 servants. 
 
 | YV. No. L] (14.) 
 
 In the matter of a petition dated 
 ], , of , make oath and say : — 
 
 1. [In th com ' servict of petition on >< ■ ant at 
 the registered office, or if i ' atorkui 
 principal place of business of i //.] 
 
 Tbat 1 did < d day, the ■ of 
 
 and description] a member (or officer) (or 
 company with a duly sealed with 
 
 the Beal of the Court, by delivering th dly to the said 
 
 , at [pffict or ■'.. before the hour of 
 
 in the noon. 
 
 2. [In th ■ ■ ■ . 
 found at the registered offices or plact ■ ' bust ■ 
 
 Thai I d ■ the L89 , having 
 
 failed to find any member, offi< . the 
 
 |, :mv a { gistered office or place of business^, leave there a 
 
 copy i i the above-mentioned petit seal of the 
 
 . before the hour of in I noon [add with whom 
 
 i died copy was left, or . . (fixed to d 
 
 placed in letter-box, or otht rta 
 
 .;. /... | , i mi of directions by th ' 
 of the company ><> be served.] 
 
 That I did on , the day of L89 , serve 
 
 \ description] with a copy of the :.tioned 
 
 petition, duly sealed with the Beal of the I dirt, by delivering the sun- 
 personally to the said , at i '■/ i |, before the houi in the 
 noon. 
 !. An original petition is hereunto annexed. 
 
 No. 17. 
 
 Affidavit 
 of service 
 of petition 
 on liqui- 
 dator, 
 
 [Title No. 1.] 
 
 In the matter of a petition, dated - up the above 
 
 company under the supervision of the Court. 
 
 I , of , make oath and say : — 
 
 That I did, on day, the ' day of 189 , serve [name 
 
 and description] the liquidator of the above-named company with a copy 
 of the above-mentioned petition, duly sealed with the seal of the Court, 
 by delivering the same personally to the said , at [place], before the 
 
 hour of in the noon. 
 
 An original petition is hereunto annex. 
 
 No. 18. 
 
 Summons 
 as to 
 service of 
 petition. 
 
 [Title, &c., Nos. 1 and 3.] 
 
 That service of the petition on the day of , 18 , preferred 
 
 unto this Court by A. B., having the order of this Court thereon, that all 
 parties should attend the Court on the said petition on the day ol 
 
 18 , by delivering a copy thereof, together with a copy of the 
 order to be made hereon to C. D., < if , in , one of the directors 
 
 [or, the secretary] of the sail company, .and also to J. &Co., the solicitors 
 of the said company, or by leaving a copy thereof, together with the 
 order to be made hereon, at the last registered office of the above-named
 
 Foi'ms. 
 
 495 
 
 company, or if such last-mentioned office be closed, then by advertising 
 the same in the London Gazette, and two daily morning news- 
 
 papers, be deemed good service of the said petition on the said company, 
 the respondents in the said petition named. 
 
 No. 18. 
 
 [Title, &c, No. 1.] (15a.) Ap. 92. 
 
 Company. 
 Take notice, that A. B. ('/), a creditor for £ [or contributory holding 
 shares in] the above company intends to appear on the hearing of 
 
 the petition advertised to be heard on the day of 189 , and 
 
 to support [or oppose] such petition. 
 
 (Signed) (b) (Name of person or firm.) 
 (Address.) 
 To 
 
 No. 19. 
 
 Notice of 
 intention 
 to appear 
 on peti- 
 tion. 
 
 [Title.] (16a.) Ap. 92. 
 
 The following are the names of those who have given notice of their 
 intention to attend the hearing of the petition herein on the day 
 
 of , 189 (c). 
 
 Names. 
 
 Addresses. 
 
 Creditors. 
 Amount of debt. 
 
 Contributories. 
 Number of shares 
 
 Opposing. 
 
 Supporting. 
 
 No. 20. 
 
 List of 
 parties 
 attending 
 hearing. 
 
 [Title, &c, Nos. 1 and 3.] No. 21. 
 
 That the petitioner who is [here state if resident out of jurisdiction, or g umm ons 
 
 ground of application'] may be ordered within days to give security f or se cu- 
 
 to the amount of £ to answer the costs in these matters, and that all r ity for 
 
 proceedings in these matters may be stayed in the meantime, or that such costs, 
 other order, &c. 
 
 [Title No. 1.] 
 Take notice that you are hereby required to produce before his Lord- 
 ship at the heaiing of the petition in these matters on the 
 day of , all the documents set out in the schedule hereto, 
 and any other deeds, documents, letters, books, papers, and writings in 
 your custody, possession, or power, containing any entry, memorandum, or 
 other matter whatsoever in anywise relating to the matters in question in 
 these matters or any of them. Dattrd, &c. 
 
 A. B., 
 
 Solicitor to, &c. 
 To Mr. and Messrs. , his solicitors. 
 
 [or as the case may be]. 
 
 No. 22. 
 
 Notice to 
 prodnce 
 documents 
 at hearing 
 of peti- 
 tion {d). 
 
 (a) State full name, or if a firm, the 
 name of the firm. 
 
 {!>) To be signed by the person or his 
 solicitor. 
 
 (c) The names and addresses of the 
 solicitors for the creditors and con- 
 
 tributories should be given in tbe form. 
 (d ) With slight alteration this will 
 be applicable when the production is 
 before an examiner, and it can easily 
 be altered to the case of a motion or 
 summons.
 
 49G 
 
 Forma. 
 
 No. 23. 
 
 Notice of 
 motion or 
 summons 
 for pro- 
 visional 
 liquidator. 
 
 PROVISIONAL LIQUIDATOR. 
 
 [Title, .1 •■., Koa. L, 3, or 4.] 
 
 On ill" pari of the petitioner in these tu I may be 
 
 appointed provisional Liquidator of tl e said company with power to 
 
 act forthwith. [Set out any special \ irrying on 
 business, dec], and with such other pow< i 
 
 No. 24. 
 
 Order ap- 
 pointing 
 provision- 
 al liqui- 
 dator. 
 
 [Title.] (21.) 
 
 . the application, &c, and . the Court doth 
 
 . appoint Mr. , of, &c. or Mr. , the Official Receiver 
 
 attached t>> the Court, as ! \ay b \ t>> be Provisional Liquidator 
 
 of the above-named company. [If any p* rthan Officials* 
 
 is appointed, and security di>, , add without security; 
 
 security is to bt given, add directions - lyment 
 
 into haul-.'] And the Court doth hereby limit and restrict the pow< 
 the said Official Receiver as Provisional Liqui b followu 
 
 that is i" say [describi il Liquidator it 
 
 authorized to do and the prop rty of whi tsion] («). 
 
 No. 25. 
 
 Notice to 
 OfficialEe 
 ceiver of 
 order ap- 
 pointing 
 him pro- 
 visional 
 liquidator 
 prior to 
 order. 
 
 [Title.'] (19 . A;. 92. 
 To the Official Receiver of the Court. 
 
 [Address.] 
 
 Orders pronounced this day by the Honourable Mr. Justice 
 [or, as the case may be] for the appointment of the Official Receiver as 
 provisional liquidator prior to any winding-up order being made. 
 
 Name Of Company. 
 
 Registered Office of Company. 
 
 Petitioner's Solicitor. 
 
 No. 26. 
 
 Order for 
 winding- 
 up by the 
 Court. 
 
 OEDEE ON PETITION. 
 
 [Title] (18.) 
 
 Upon the petition of i f the above-named company en the 
 
 189 . preferred unto this Court, and upon hearing counsel for the 
 petitioner for the above-named company, and for and upon reading 
 
 the said petition an affidavit of filed the 189 (verifying the 
 
 said petition), the London Gazette dated 189 , and the news- 
 
 paper dated the 189 , and each containing an advertisement of the 
 
 said petition — 
 
 This Court doth order that the said be wound up by this Court 
 
 under the provisions of the Companies Acts, Im'.l' to 1890. 
 
 And it is ordered that one of the Official Receivers attached to this 
 
 (a) See limitations on powers inserted 
 in order : Mercantile Bank of Australia 
 
 [189-2], 1 Ch. 211.
 
 Forms. 
 
 497 
 
 Court be constituted Provisional Liquidator of the affairs of the said No. 26. 
 
 company. 
 
 And it is ordered that the costs of the petitioner and of the said 
 company and of 
 Registrar 
 
 Note. — It will be the duty of the person who is the secretary or chief officer of 
 the company, and such of the persons who are liable to make out, or concur in 
 making out, the company's statement of affairs as the Official Receiver may require 
 him or them, to attend on the Official Receiver forthwith on the service of this 
 order. 
 
 The Official Receiver's offices [state address] are open every week-day 
 from a.m. to p.m., except on Saturdays, when they close at 
 
 p.m. 
 
 [Title.'] 
 
 Order that the voluntary winding-up of the said company he continued, 
 but subject to the supervision of this Court; and any of the proceedings 
 under the said voluntary winding-up may be adopted as the Court shall 
 think fit. 
 
 Order that the liquidator in the voluntary winding-up of the said 
 
 company do on the next, and on the same day in each succeeding 
 
 month, file with the Registrar Companies (Winding-up) a report in writing 
 as to the position of and the progress made with the winding-up of the 
 said company and with the realization of the assets thereof, and as to any 
 other matters connected with the winding-up as the Court may from time 
 to time direct. 
 
 Order that no bills of costs, charges, or expenses, or special remunera- 
 tion of any solicitor employed by the liquidator of the said company, or 
 any remuneration, charges, or expenses of such liquidator, or of any 
 manager, accountant, auctioneer, broker, or other person be paid out of 
 the assets of the said company, unless such costs, charges, expenses, or 
 remuneration shall have been taxed or allowed by the Registrar Companies 
 (Winding-up). 
 
 Order that all such costs, charges, expenses, and remuneration be taxed 
 accordingly. 
 
 Liberty to apply. 
 
 No. 27. 
 
 Supervi- 
 sion order. 
 
 Upon the petition, &c. 
 
 And the said debenture-holders by their counsel undertaking that 
 
 they will, after the inquiry and investigation hereinafter mentioned, forth- 
 with elect either themselves to take proceedings against the directors and 
 other officers of the above-named company, or to allow the liquidator of 
 the said company to take such proceedings for the benefit of the unsecured 
 creditors ; in the latter event undertaking to give up all right to any 
 property or assets so recovered. 
 
 And the said , the liquidator in the voluntary winding-up of 
 
 the above-named company, by his counsel consenting to retire from 
 his position as such voluntary liquidator; and the liquidator 
 hereinafter named, having given an undertaking to the Court to forthwith 
 proceed with the inquiry and investigate the several matters alleged 
 against the directors and other officers of the said company, and against 
 the internal working of the said company, mentioned or referred to in the 
 E.W. 2 K 
 
 No. 27a. 
 
 Order for 
 supervi- 
 sion in 
 Bywater, 
 Tanque- 
 ray, and 
 Phayre, 
 Limited, 
 0. 155 of 
 1895, 
 contain- 
 ing under- 
 taking by 
 debenture- 
 holders
 
 498 
 
 Forms. 
 
 No. 21a. 
 
 either to 
 take mis- 
 feasance 
 proceed- 
 ings or 
 allow un- 
 secured 
 creditor 
 to do so 
 for their 
 own bene- 
 fit. 
 
 said affidavits or some of them, so far as the funds subscribed by the 
 unsecured creditors of the said company for that purpose will permit, and 
 which undertaking is filed with the proceedings in this matter ; this 
 Court doth hereby appoint the said of liquidator of the above- 
 
 named company in the place of the said 
 
 And it is ordered that the said do on or before the 
 
 189 , give security to the satisfaction of the Court. 
 
 And this Court doth order that the voluntary winding-up of the said 
 Bywater, Tanqueray, and Phayre, Limited, be contiuued, &c. [as in 
 preceding form]. 
 
 And it is ordered that the costs of the petitioners of the above-named 
 company and of the said creditors and contributories supporting a 
 winding-up order be taxed and paid out of the assets of the above- 
 named company, but on such taxation only one set of costs is to be 
 allowed the said creditors and one set of costs to the said contributories. 
 
 Liberty to the unsecured creditors or any of them to apply for recoup- 
 ment by the debenture-holders of the amount subscribed by the unsecured 
 creditors for the purposes of the investigation hereinbefore mentioned, if 
 the said debeuture-holders elect to take the said proceedings against the 
 directors and other officers of the above-named company. 
 
 And the creditors, contributories, and liquidator of the said company 
 and all other persons interested are to be at liberty to apply generally as 
 there may be occasion. 
 
 And the time within which this order is to be advertised is extended 
 until the 189 , inclusive. 
 
 No. 28. 
 
 Usual un- 
 dertaking 
 where pe- 
 tition 
 stands 
 over. 
 
 The said company by their counsel undertaking not to consent to any 
 winding-up order on any other petition or to wind up voluntarily, and 
 undertaking to give notice in writing to the solicitors for the petitioners 
 of any other petition for winding-up presented or served upon the 
 company [or, of other proceedings taken by a creditor, shareholder, or 
 by any mortgagee or incumbrancer to enforce their security], and in the 
 event of any such other petition being served upon them to consent to 
 the petition of, &c, so being restored to the paper and that this appli- 
 cation may be renewed in the same manner as if the petition had not 
 been ordered to stand over (a). 
 
 No. 29. 
 
 Order dis- 
 missing 
 petition. 
 
 [Title No. 1.] 
 This Court doth order that the said petition do stand dismissed out of 
 this Court with costs to be taxed and paid by the petitioner A. B. to the 
 said Company, Limited, and to the said, &c. [Name any 
 
 creditors or shareholders appearing.] 
 
 No. 30. 
 
 Notice of 
 order to 
 wind up 
 (for local 
 paper). 
 
 [Title.] (20.) 
 
 Notice is hereby given that by an order made by the High Court of 
 Justice in the above matter, dated the day of 189 , on the 
 
 petition of It was ordered that the said company be wound up by this 
 
 Court under the provisions of the Companies Act, 1862 to 1890. 
 
 (a) See St. Thomas' 1 Dock Co., 2 Ch. D. 116 ; Forest of Dean Coal Co., 21 Ch. 
 D. 169.
 
 Forms. 
 
 499 
 
 Notice is also hereby given that the Board of Trade has, by virtue of 
 the powers conferred by the Companies (Winding-up) Act, 1890, appointed 
 Mr. to be the Official Receiver of the company for all 
 
 purposes under the said Act, and that the first meeting of creditors will 
 be held at on the day of 189 , at o'clock, and 
 
 the first meeting of contributories will be held at on the 
 
 day of 189 , at o'clock. 
 
 'Dated this day of 189 . 
 
 Official Receiver and Provisional Liquidator. 
 
 Note. — All debts due to the company should be paid to the Official 
 Receiver at his office at 
 
 No. 30. 
 
 [Title No. 1.] 
 
 By an order made by [Judge] in the above matter, dated the day 
 
 of ,18 , on the petition of the above-named company [or A. B., 
 
 of ], it was ordered that, &c. [as in Order]. 
 
 Dated this, &c. C. & D., of, &c. 
 
 Solicitors for the said petitioner. 
 
 No. 31. 
 
 Adver- 
 tisement 
 of super- 
 vision 
 order. 
 
 [Title No. 1.] (19a.) Ap. 92. 
 To the Official Receiver of the Court. 
 
 [Address.] 
 
 Orders pronounced this day by the Honourable Mr. Justice 
 [or, as the case may be] on petitions for winding-up of companies under 
 the Companies Acts, 1862 to 1890. 
 
 Name of Company. 
 
 Registered Office of Company. 
 
 Petitioner's Solicitor. 
 
 No. 32. 
 
 Notice to 
 Official 
 Receiver 
 of wind- 
 ing-up 
 orders. 
 
 PKOCEEDINGS SUBSEQUENT TO PETITION. 
 
 [Title Nos. 1 and 3.] 
 
 That the persons named in the schedule hereto do within 4 days 
 after service of the order to be made hereon submit and verify or concur 
 in and verify a statement of the affairs of the above-named company 
 pursuant to the provisions of section 7 of the Companies (Winding-up) 
 Act, 1890, and the Companies (Winding-up) Rules. And that the 
 said do pay the costs of and occasioned by this application. 
 
 Dated the day of 189 . 
 
 This summons was taken out by the Official Receiver in Companies 
 Liquidation, 33, Carey Street, Lincoln's Inn, W.C. 
 
 To 
 
 Note. — If you do not attend, either in person or by your solicitor, at the time 
 and place above mentioned, such order will be made, and proceedings taken as 
 the judge (or registrar) may think just and expedient. 
 
 The Schedule. 
 
 No. 33. 
 
 Summons 
 to submit 
 statement 
 of affairs. 
 
 Name. 
 
 Connection with Company.
 
 500 
 
 Worm 8. 
 
 No. 34. 
 
 Statement 
 of affairs. 
 
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 501 
 
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 502 
 
 Forms. 
 
 No. 34. 
 
 II. — As regards Contributories (33a). 
 
 Capital issued and allotted, 
 viz. : — 
 
 Founders' Shares 
 of £ per share 
 Amount called up at 
 £ per share, as per 
 List " L " .... 
 
 Ordinary Shares 
 of £ per share 
 Amount called up at 
 £ per share, as per 
 List " M " .... 
 
 Preference Shares 
 of £ per share 
 Amount called up at 
 £ per share, as per 
 List"N" . . . . 
 (Add particulars of any 
 other capital.) 
 
 Less unpaid calls estimated to be 
 irrecoverable 
 
 Add deficiency to meet liabilities as 
 above 
 
 Estimated surplus as above 
 (if any) subject to costs 
 of liquidation 
 
 Total deficiency as explained 
 in Statement " " . . . 
 
 I, of , make oath and say that the above 
 
 statement and the several lists hereunto annexed marked 
 are, to the best of my knowledge and belief, a full, true, and complete 
 statement of the affairs of the above-named company on the 
 day of 189 , the date of the winding-up order. 
 
 Sworn at this \ 
 
 day of 189 , before me / 
 
 Signature 
 
 LIST "A." 
 Unsecured Creditors. 
 The Names to be arranged in Alphabetical Order and numbered con- 
 secutively, Creditors for £10 and upwards being placed first. 
 Notes. — 1. When there is a contra account against the creditor, less than the 
 amount of his claim against the Company, the amount of the creditor's claim and 
 the amount of the contra account should be shown in the third column, and the 
 balance only be inserted under the heading "Amount of Debt," thus : — 
 
 £ s. d. 
 Total amount of claim .... 
 Less : Contra account .... 
 
 No such set-off should be included in List "I." 
 
 '2. The particulars of any bills of exchange and promissory notes held by a creditor 
 should be inserted immediately below the name and address of such creditor. 
 
 3. The names of any creditors who are also contributories, or alleged to be con- 
 tributories, of the company must be shown separately and described as such at 
 the end of the list. 
 
 No. 
 
 Name. 
 
 Address and 
 Occupation. 
 
 Amount of 
 Debt. 
 
 Date 
 when Contracted. 
 
 Month. 
 
 Year. 
 
 Consideration. 
 
 Signature 
 Dated 
 
 189 .
 
 Forms. 
 
 503 
 
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 R 
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 Shi 
 
 3-E 
 
 
 No. 34. 
 
 •6 
 
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 504 
 
 Forms. 
 
 No. 34. 
 
 LIST "D." 
 
 Liabilities of Company on Bills Discounted other than their 
 Own A< CEPTANCE8 fob Value. 
 
 No. 
 
 Acceptors 
 
 Name, 
 
 Address, and 
 
 Occupation. 
 
 Whether 
 liable as 
 Drawer or 
 Indorser. 
 
 Date 
 when due. 
 
 Holder's Name, 
 
 Address, and 
 
 Occupation 
 
 (if known), 
 
 Amount 
 
 expected to 
 
 rank for 
 
 Dividend. 
 
 Signature 
 Dated 
 
 189 
 
 LIST "E." 
 Other Liabilities. 
 
 Full Particulars of all Liabilities not otherwise Scheduled to be given 
 
 here. 
 
 No. 
 
 Name of 
 Creditor or 
 Claimant. 
 
 Address and 
 Occupation. 
 
 Amount 
 
 of Liability 
 
 or Claim. 
 
 Date when 
 
 Liability 
 incurred. 
 
 Month. ' Year. 
 
 Nature 
 of Lia- 
 bility. 
 
 Amount 
 Con- expected to 
 sidera- rank against 
 tion. Assets for 
 I Dividend. 
 
 Signature 
 Dated 
 
 189 
 
 LIST "F." 
 List of Debenture Holders. 
 
 The names to be arranged in Alphabetical Order and numbered con- 
 secutively. Separate Lists must be furnished of Holders of each Issue of 
 Debentures should more than oue Issue have been made. 
 
 No. 
 
 Name of Holder. 
 
 Amount. 
 
 Description of Assets 
 
 over which Security 
 
 extends. 
 
 Signature 
 Dated 
 
 189
 
 Forms. 
 
 LIST "G." 
 
 Preferential Creditors for Eates, Taxes, Salaries, and 
 Wages. 
 
 No. 34. 
 
 No. 
 
 Name of 
 Creditor. 
 
 Address 
 
 and t >ccu- 
 
 pation. 
 
 Nature 
 of Claim. 
 
 Period 
 during 
 which 
 Claim 
 accrued 
 duo. 
 
 Date 
 when 
 due. 
 
 Amount 
 
 of 
 Claim. 
 
 Amount 
 payable 
 in full. 
 
 Difference 
 ranking for 
 Dividend. 
 
 Signature 
 Dated 
 
 189 
 
 LIST "H" (336). 
 Property. 
 
 Full particulars of every description of property not included in any other 
 list, are to be set forth in this list. 
 
 Full Statement and Nature of Property. 
 
 Estimated Cost. 
 
 Estimated to 
 produce. 
 
 
 £ 
 
 s. 
 
 d. 
 
 £ 
 
 s. 
 
 d. 
 
 (e) Trade fixtures, fittings, office furniture, 
 
 (/) Investments in stocks and shares (o) . 
 (g) Loans for which mortgage or other 
 
 (/i) Other property, viz : — 
 
 (a) State particulars. 
 
 
 Signature 
 Dated 
 
 189
 
 506 
 
 Forms. 
 
 No. 34. 
 
 LIST " I." 
 
 Debts Due to the Company. 
 
 The names to be arranged in Alphabetical Order, and numbered con- 
 secutively. 
 
 Note. — If any debtor to the company is also a creditor, but for a less amount 
 than his indebtedness, the gross amount due to the company and the amount of 
 the contra account should be shown on the third column, and the balance only be 
 inserted under the heading "Amount of Debt," thus : — 
 
 £ s. d. 
 Due to company .... 
 Less : Contra account 
 
 No such claim should be included in sheet "A." 
 
 
 
 Resi- 
 
 
 Name 
 
 dence 
 
 No. 
 
 of 
 
 and 
 
 
 Debtor. 
 
 Occu- 
 pation. 
 
 • 
 
 
 
 Amount of Debt. 
 
 Good. 
 
 Doubtful. 
 
 Bad. 
 
 Folio of 
 Ledger 
 or other 
 Book 
 where 
 Par- 
 ticulars 
 to be 
 found 
 
 When 
 
 contracted. 
 
 Month. 
 
 Year. 
 
 Esti- 
 mated 
 
 pro- 
 duce. 
 
 Signature 
 Dated 
 
 Particu- 
 lars of 
 any Se- 
 curities 
 
 held 
 for 
 
 Debt. 
 
 189 
 
 LIST "J." 
 
 Bills of Exchange, Promissory Notes, &c, on Hand available 
 
 as Assets. 
 
 No. 
 
 Name of 
 Acceptor of 
 Bill or Note. 
 
 Address, &c. 
 
 Amount of 
 Bill or 
 Note. 
 
 Date 
 when 
 due. 
 
 Estimated 
 
 to 
 produce. 
 
 Particulars of any 
 Property held as 
 
 Security for 
 
 Payment of Bill 
 
 or Note. 
 
 Signature 
 Dated 
 
 189
 
 Forms. 
 
 507 
 
 LIST " K." 
 Unpaid Calls. 
 
 No. 34. 
 
 No. in 
 
 Share 
 
 Register. 
 
 Name 
 of Share- 
 holder. 
 
 Address 
 and Occu- 
 pation. 
 
 No. of 
 Shares held. 
 
 Amount 
 
 of Call 
 
 per Share 
 
 unpaid. 
 
 Total 
 
 Amount 
 
 due. 
 
 Estimated 
 to realize. 
 
 Signature 
 Dated 
 
 189 
 
 LIST "L." 
 Founders' Shares. 
 
 Register 
 No. 
 
 Name and Address of 
 Shareholder. 
 
 Nominal 
 Amount 
 of Share. 
 
 No. of 
 Shares 
 held. 
 
 Amount 
 per Share 
 called up. 
 
 Total 
 Amount 
 called up. 
 
 Signature 
 Dated 
 
 189 
 
 LIST «M"(33c). 
 Ordinary Shares. 
 
 No. Ee | i8ter 
 
 No. 
 
 Name and Address 
 of Shareholder. 
 
 Nominal 
 Amount 
 of Share. 
 
 No. of 
 Shares 
 held. 
 
 Amount 
 per Share 
 called up. 
 
 Total 
 Amount 
 called up. 
 
 Signature 
 Dated 
 
 189 
 
 LIST " N." 
 Preference Shares. 
 
 Register 
 No. 
 
 Name and Address of 
 Shareholder. 
 
 Nominal 
 Amount 
 of Shares. 
 
 No. of 
 Shares 
 held. 
 
 Amount 
 per Share 
 called up. 
 
 Totil 
 Amount 
 called up. 
 
 Signature 
 Dated 
 
 189
 
 508 
 
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 No. 34.
 
 510 
 
 Forms. 
 
 No. 35. 
 
 Notice to 
 creditors 
 of first 
 meeting. 
 
 (ii.) First Meetings of Creditors and Contributories. 
 
 [Title No. 1.] (22.) 
 
 (Under the order for winding up the above-named company, 
 dated the day of 189 .) 
 
 Notice is hereby given that the first meeting of creditors in the above 
 matter will be held at on the day of 189 , at 
 
 o'clock in the noon. 
 
 To entitle you to vote thereat your proof must be lodged with me not 
 later than o'clock on the day of 189 . 
 
 Forms of proof and of general and special proxies are enclosed herewith. 
 Proxies to be used at the meeting must be lodged with me not later than 
 o'clock on the day of 189 . 
 
 Official Receiver. 
 Address. 
 (The statement of the company's affairs (a) .) 
 
 Note. 
 
 At the first meetings of the creditors and contributories they may 
 amongst other things : — 
 
 1. By resolution determine whether or not an application is to be made 
 to the Court to appoint a liquidator in place of the Official Receiver. 
 
 2. By resolution determine whether or not an application shall be 
 made to the Court for the appointment of a committee of inspection to 
 act with the liquidator, and who are to be the members of the committee 
 if appointed. 
 
 Note. — If a liquidator is not appointed by the Court the Official 
 Receiver will be the liquidator. 
 
 No. 36. 
 
 Notice to 
 contribu- 
 tories of 
 first meet- 
 ing. 
 
 [Title No. 1.] (23.) 
 
 Notice is hereby given that the first meeting of the contributories in 
 the above matter will be held at on the day of 189 , 
 
 at o'clock in the noon. 
 
 Forms of general and special proxies are enclosed herewith. Proxies to 
 be used at the meeting must be lodged with me not later than o'clock 
 
 on the day of 189 . 
 
 Dated this day of 189 . 
 
 Official Receiver. 
 (The conq any's statement of affairs (a) .) 
 
 Note. 
 
 At the first meetings of creditors and contributories they may amongst 
 other things : — 
 
 1. By resolution determine whether or not an application shall be 
 made to the Court to appoint a liquidator in place of the Official 
 Receiver. 
 
 2. By resolution determine whether or not an application shall be made 
 to the Court for the appointment of a committee of inspection to act 
 
 (a) Here insert "has not been lodged," or "has been lodged, and summary is 
 enclosed."
 
 Forms. 
 
 511 
 
 with the liquidator, and who are to be the members of the committee of v n <?r 
 inspection. _ 0D ' 
 
 Note.— If a liquidator is not appointed by the Court the Official 
 -heceiver will be the liquidator. 
 
 [Title No. 1.] (24.) 
 
 Take notice that the first meeting; of creditors [or contributoriesl will 
 be held on the day of 189 , at o'clock at (a) 
 
 and that you are required to attend thereat, and give such information as 
 the meeting may require. 
 
 Dated this day of 189 . 
 
 To ( & ) • Official Receiver. 
 
 No. 37. 
 
 Notice to 
 directors, 
 &c, to at- 
 tend first 
 meeting. 
 
 [Title No. 1.] (25.) 
 
 I, the Official Receiver of , do hereby nominate Mr. 
 
 of _ to be the chairman of the first meeting of creditors [or contribu- 
 
 tories] in the above matter, appointed to be held at on the 
 
 day of 189 , and I depute him (c) to attend such meeting and 
 
 use, on my behalf, any proxy or proxies held by me in this matter. 
 Dated this day of 189 . 
 
 Official Receiver. 
 
 No. 38. 
 
 Authority 
 to deputy 
 to act as 
 chairman 
 and use 
 proxies. 
 
 [Title No. 1.] (3a.) 
 on the day of 
 
 No. 39. 
 
 Before at on the day of 189 , at o'clock. 
 
 Memorandum.— The adjourned meeting of (d) in the above 
 
 matter was held at the time and place above mentioned ; but it appearing 
 that there was not a quorum of (d) qualified to vote present or re° 
 
 presented, no resolution was passed, and the meeting was not further in £ s at „ 
 adjourned. adjourned 
 
 „,. . first meet- 
 
 Cnairman. j n g ( no 
 
 quorum). 
 
 Memoran- 
 dum of 
 proceed- 
 ings at 
 
 [Title.] (32.) No , 40> 
 
 I, [A. B., the Official Receiver of the Court] [or as the case may be] r , " 
 
 [I, H. T., the person appointed by [name of judge] to act as (e)] chair- ZZ^' p 
 
 man of a meeting of the creditors [or contributories] of the above-named Z?J: J 
 
 company, summoned by advertisement [or notice] dated the day J esult f 
 
 of 189 , and held on the clay of 189 , at in meeting, 
 the county of , do hereby report to the Court the result of such 
 meeting as follows : — 
 
 (a) Here insert place where meeting 
 will be held. 
 
 (6) Insert name of person required 
 to attend. 
 
 (c) Here insert "Being a person in 
 my employment or under my official 
 control, or being an officer of the 
 
 Board of Trade." 
 
 (d) Insert "creditors" or "contribu- 
 tories " as the case may be. 
 
 (e) The words in the thick brackets 
 are used in respect to general meetings 
 in windings-up under the Act of 1862 
 by the Gen. 0. 1862.
 
 512 
 
 Forms. 
 
 No. 40. The said meeting was attended, either personally or by proxy, by 
 
 creditors [whuse proofs of debt] [to whom debts (a)] against the 
 
 said company [were admitted for voting purposes], [have been allowed 
 (a)] amounting in the whole to the value of £ [or by con- 
 
 tributories, holding in the whole shares in the said company, and 
 
 entitled respectively by the regulations of the company to the number 
 of votes hereinafter mentioned]. 
 
 The question submitted to the said meeting was, whether the creditors 
 [or contributories] of the said company wished that [here state proposal 
 submitted to the meeting']. 
 
 The said meeting was of opinion that the said proposal should [or 
 should not] be adopted [or the result of the voting upon such question 
 was as follows :] 
 
 The undermentioned creditors [or contributories] voted in favour of 
 the said proposal being adopted : 
 
 Name of Creditor 
 [or Contributory]. 
 
 Address. 
 
 Value of Debt [or 
 Number of Shares]. 
 
 Number of Votes conferred 
 
 on each Contributory by 
 
 the Regulations of the 
 
 Company. 
 
 The undermentioned creditors [or contributories] voted against the said 
 proposal being adopted : 
 
 Name of Creditor 
 [or Contributory]. 
 
 Address. 
 
 Value of Debt [or 
 Number of Shares]. 
 
 Number of Votes conferred 
 
 on each Contributory by 
 
 the Regulations of the 
 
 Company. 
 
 Dated this 
 
 day of 
 
 189 . 
 
 (Signed) E. T., 
 
 Chairman. 
 
 No. 41. [Title No. 1.] (37.) 
 
 Order Upon the application of the Official Receiver in the above matter, by 
 
 directing summons dated the 189 , and upon hearing the applicant in person, 
 
 a public and reading the order to wind up the said company, dated 189 , 
 
 examina- and the two reports of the applicant made to the Court, and dated re- 
 tion. spectively the 
 
 It is ordered that the several persons, whose names and addresses are 
 set forth in the schedule hereto, do attend before a Registrar in Bank- 
 ruptcy of the High Court on a day to be named for the purpose, and be 
 publicly examined as to the promotion or formation of the company, 
 and as to the conduct of the business of the company, and as to their 
 conduct and dealings as directors or officers of the company. 
 
 The Schedule referred to. 
 
 Name. Address. Connection with the Company. 
 
 (a) The words in the thick brackets 
 are used in respect to general meetings 
 
 in windings-up under the Act of 18G2 
 by the Gen. O. 1862.
 
 Forms. 
 
 513 
 
 [Title No. 1.] No 42 
 
 Whereas by an order of this Court, made on the day of Notice to 
 
 18!) , it was ordered that you, the undermentioned , should attend attend 
 
 before the Registrar on a day to be named for the purpose, and to be public 
 publicly examined as to the promotion or formation of the company, and examina- 
 as to the conduct of the business of the company, and as to your conduct ti° n - 
 and dealings as (a) 
 
 And whereas the day of 189 , at o'clock, in the 
 
 noon, before the Registrar, sitting at Bankruptcy Buildings, Carey 
 Street, London, has been appointed as the time and place for holding the 
 said examination : 
 
 Notice is hereby given that yon are required to attend at the said time 
 and place, and at any adjournments of the examination which may be 
 ordered, and to bring with you and produce all books, papers, and writings 
 and other documents in your custody or power in any wise relating to the 
 above-named company. 
 
 And take no ice that if you fail, without reasonable excuse, to attend 
 at such time and place, and at the adjournments of the said public 
 examination which may be ordered, you will be liable to be committed to 
 prison without further notice. 
 
 Dated the day of 189 . 
 
 Official Receiver in Companies Liquidation. 
 (Address.) 
 
 [Title No. 1.] (5.) 
 
 Before 
 Upon the application of the Official Receiver the Court hereby 
 
 appoints of in the county of to take the examination 
 
 of at his public examination this day pursuant to Rule 16 of the 
 
 Companies Winding-up Rules, 1890. 
 
 Dated this day of 189 . 
 
 No. 43. 
 
 Appoint- 
 ment of 
 shorthand 
 writer to 
 take ex- 
 amination. 
 
 [Title No. 1.] (G.) 
 
 Before 
 I, , of , in the county of , the shorthand writer 
 
 appointed by this Court to take down the examination of , do 
 
 solemnly and sincerely declare that I will truly and faithfully take 
 down the questions and answers put and given by the said in this 
 
 matter, and will deliver true and faithful transcripts thereof as the Court 
 may direct. 
 
 Dated this day of 189 . 
 
 [Declared before me at the time and place 
 
 above mentioned.] 
 
 No. 44. 
 
 Declara- 
 tion by 
 shorthand 
 writer. 
 
 (a) l; Director " or " Officer," or as the case may be 
 
 E.W. 
 
 '1 L
 
 514 
 
 Form*. 
 
 No. 45. 
 
 Notes 
 where a 
 shorthand 
 writer is 
 appointed. 
 
 [Title No. 1.] (7.) 
 
 Public examination of (a). 
 
 Before at the Court , this day of 189 . 
 
 The above-named , being sworn and examined at the time and 
 
 place above mentioned, upon the several questions following beiu£ put 
 
 and propounded to him, gave the several answers thereto respectively 
 
 following each question, that is to say : — 
 
 These are the notes of the public examination referred to in the 
 memorandum of public examination of , taken before me this 
 
 day of 189 . 
 
 No. 46. 
 
 Notes 
 where 
 shorthand 
 writer is 
 not ap- 
 pointed. 
 
 [Title No. 1.] (8.) 
 
 Public examination of («). 
 Before at the Court , this day of 189 . 
 
 The above-named , being sworn and examined at the time and 
 
 place above mentioned, upon his oath saith as follows : — 
 
 A. 
 
 These are the notes of the public examination referred to in the 
 memorandum of public examination of , taken before me this 
 
 day of 189 . 
 
 No. 47. 
 
 Report of 
 refusal to 
 answer to 
 satisfac- 
 tion of 
 registrar, 
 &c. 
 
 [Title No. 1.] (39.) 
 
 At the [public] examination of (6) held before me this day 
 
 of 189 , the following question was allowed by me to be put to the 
 
 said [ ]. 
 
 Q. (c) 
 The (d ) 
 (or) The (d) 
 A. (e) 
 
 I thereupon named the day of 189 , at as the time 
 
 and place for such [refusal to] answer to be reported to the Hon. Mr. 
 Justice [or His Honour Judge ]. 
 
 Dated this day of 189 . 
 
 Registrar. 
 [or as the case may be]. 
 
 refused to answer the said question. 
 
 answered the said question as follows : — 
 
 No. 48. 
 
 Warrant 
 against 
 
 [Title No. 1.] (41.) 
 
 To X. Y., the officer of this Court [or where warrant issues from a 
 county court, to the high bailiff and others the bailiffs of the said Court], 
 and all peace officers within the jurisdiction of the said Court, and to the 
 governor or keeper of the [here insert the prison]. 
 
 (a) Mr. 
 case may 
 com pan j'. 
 
 (6) e.g. A.B. 
 
 be] 
 
 an officer [or as the 
 of the above-named 
 
 a person ordered to 
 
 attend for examination, 
 (c) Here state question. 
 ((/) Witness. 
 (e) Here insert answers (if any).
 
 Forms. 
 
 515 
 
 Whereas by evidence taken upon oath, it hath been made to appear 
 to the satisfaction of the Court that by order of the Court, dated the 
 day of 189 , and directed to (a) , he was directed to 
 
 attend personally at the (b) , and be examined before (c) , 
 
 which order was afterwards, as hath been duly proved on oath, duly served 
 upon the said (a) [or, that there is probable reason to suspect and believe 
 that the said (a) has absconded and gone abroad [or quitted his 
 
 place of residence, or] is about to go abroad [or quit his place of residence] 
 with a view of avoiding examination under the Companies Winding-up 
 Act, 1890]. 
 
 And whereas the said (a) did without good cause fail to attend 
 
 on the said day of 189 , for the purpose of being examined, 
 
 according to the requirements of the said order of this Court made on 
 the day of 189 , directing him so to attend. 
 
 These are therefore to require you, the said [or high bailiff, 
 
 bailiffs, and others], to take the said (a) and to deliver him to the 
 
 governor or keeper of the above-named prison, and you the said governor 
 or keeper to receive the said (a) , and him safely to keep in the 
 
 said prison until such time as this Court may order. 
 Dated this day of 189 . 
 
 No. 48. 
 
 person 
 who fails 
 to attend 
 examina- 
 tion. 
 
 [Title No. 1.] (40.) 
 
 No. 49. 
 
 Whereas the above-named A. B. has duly attended before , and Order that 
 
 has been publicly examined as to the promotion and formation of the examina- 
 company [or, as the case may be~\. tionis 
 
 And whereas is of opinion that the said A. B. has sufficiently concluded, 
 
 answered the questions put to him, it is hereby ordered that the 
 examination of the said A. B. is concluded. 
 Dated this day of 189 . 
 
 [Title No. 1.] (43.) 
 We, the committee of inspection, being of opinion that Mr. 
 
 No. 50. 
 
 Applica- 
 of , the liquidator in the above matter, should have a special tion for 
 
 bank account for the purpose of (d) hereby apply to the Board special 
 
 of Trade to authorize him to make his payments into and out of the Dank 
 bank. 
 All cheques to be countersigned by , a member of the committee 
 
 of inspection, and by for 
 
 Dated this day of 189 . 
 
 account. 
 
 Committee of Inspection. 
 
 (a) Name of person required to at- 
 tend. 
 
 (b) Place of examination. 
 
 (c) Name or title of officer before 
 
 whom examination is directed to be 
 held. 
 
 ((/) Here insert ground of application.
 
 51G 
 
 Form*. 
 
 No. 51. 
 
 Order for 
 special 
 bank 
 account. 
 
 [Title No. 1.] (14.) 
 You are hereby authorized to make your payments in the above matter 
 int<>, and out of, the bank. 
 
 [//ere insert any special terms.} 
 
 All cheques to be countersigned by , a member of the committee 
 
 of inspection, and by 
 
 Dated this " day of 189 . 
 
 By order of the Board of Trade. 
 To 
 
 Liquidator. 
 
 No. 52. 
 
 Motion to 
 restrain 
 advertise- 
 ment of 
 order 
 pending 
 appeal. 
 
 No 53. 
 
 Summons 
 to attend 
 the pro- 
 ceedings. 
 
 [Title, &c, Nos. land 4.] 
 That the advertisements of the order d ited, &c, ti wind up the above- 
 named company be postponed until after the hearing of the appeal from 
 the said order by &c. Upon [here state if' sum to be lodged to the credit 
 of a Supreme Court suspense account or otherwise]. 
 
 [Title, cfee., Nos. 1 and 3.] 
 on the applicatioa of A. B., of, &c, [a contributory or creditor, 
 &c, as the case may be], thai he may be at liberty to attend the proceed- 
 ings under the order to wind up the above-mentioned company, dated 
 the day of IS , and that the costs of this application and 
 
 of attending the said proceedings may be borne as this Court may 
 direct. 
 
 No. 54. 
 
 Order 
 giving 
 liberty to 
 attend 
 at own 
 expense. 
 
 No. 55. 
 
 Applica- 
 tion by 
 creditor 
 or contri- 
 butory for 
 inspection 
 under 
 s. 156. 
 
 that the said A. B. and C. D. be at liberty at their own expense 
 to attend the proceedings before the judge, and they are to be entitled 
 upon payment of the costs occasioned thereby to have notice of all such 
 proceedings as they shall by written request desire to have notice of. 
 
 [Title, &c, No. 1.] 
 
 That the applicant, his solicitors and agents, may be at liberty at all 
 reasonable times to inspect and peruse the books, papers, and documents 
 of the above-named company in the possession, custody, or power of the 
 liquidator or his solicitors or aaents, including therein the books, papers 
 and documents [set out the particular books, etc.] at, &c, and to take 
 copies and abstracts thereof, and extracts therefrom, as the applicant 
 may be advised at his expense. And that the said liquidator upon 
 reasonable notice do produce such books, papers, and documents accord- 
 ingly (a) [or set out when to be produced.] 
 
 (a) The order will provide for the 
 costs of the liquidator, and that the 
 applicant shall pay to the liquidator, 
 
 or his solicitors, the costs of such in- 
 spection and production ; or may re- 
 serve the question of costs.
 
 Forms. 
 
 517 
 
 LIQUIDATORS AND SPECIAL MANAGERS. 
 
 (i.) Appointment and Security. 
 
 (ii.) Powers and Duties, &c. 
 (iii.) Accounts, &c. 
 (iv.) Remuneration and Solicitor's Costs. 
 
 (v.) Release under Act of 1890. 
 (vi.) Removal and Resignation. 
 
 in the 
 
 years and 
 
 (i.) Appointment and Security. 
 {Title, (fee, No. 1.] 
 
 1. I know and am well acquainted with H. J. L. of 
 of , and have been acquainted with him for 
 upwards. 
 
 2. The said H. J. L. is [set out circumstances shewing capability'], and 
 has been a member of the firm of for the period of 
 
 3. The said PI. J. L. is a person of thorough business habits and 
 capabilities, and of the highest integrity, and he is a fit and proper person 
 to be appointed liquidator of the above-mentioned Company, 
 Limited, to conduct the proceedings in the winding-up of the same 
 (either provisionally or permanently). 
 
 No. 56. 
 
 Affidavit 
 of fitness 
 of pro- 
 posed 
 liquidator. 
 
 {Title No. 1.] (34.) No - 57 - 
 
 Upon the application of , the Official Receiver of the Court, Order 
 
 and upon reading the report of the result of the meetings of creditors appointing 
 and contributories held respectively on the day of 189 , and liquidator, 
 
 on the day of 189 , and upon hearing, &c. it is hereby 
 
 ordered that of be appointed liquidator of the above-named 
 
 company. 
 
 [If a committee of inspection is also appointed, add — 
 And it is further ordered that the following persons be appointed a 
 committee of inspection to act with the liquidator.] 
 
 And it is ordered that the said liquidator do within 21 days from 
 the date of this Order give security to the satisfaction of the Board of 
 Trade in the manner provided by the Companies (Winding-up) Rules, 
 1890. 
 
 And notice of this Order is to be gazetted and advertised in the 
 
 [For aform of recognizance, see now R. S. C. 1883, App. L., No. 21 (a). 
 For form of bond by a guarantee company, see DanlelVs Forms, 
 Ath edit., p. 723.] 
 
 [Title, cfrc, No. 1.] 
 We, W. B., of, &c, and T. P., of, &c, severally make oath, and say as 
 follows : — 
 
 1. I, the said W. B., for myself, say that I am worth the sum of 
 
 (a) See now R. S. C. 1883, 0. 60, r. 4, liquidator alone. A form will be sup- 
 as to the form of recognizances. Where plied by the society. The secretary of 
 a guarantee society is surety, a separate the society will in such cases be re- 
 bond is entered into by them, and the quired to make an affidavit as to the 
 recognizance is entered into by the solvency, &c, of the society. 
 
 No. 58. 
 
 Affidavit 
 of sure- 
 ties.
 
 518 
 
 Forms. 
 
 No. 59. £ of lawful money of Great Britain, over and above what is 
 
 sufficient lor the payment of all my just debts and liabilities. 
 
 2. And I, the said T. P., for myself, say that I am worth the sum of 
 £ , of, &c. [as above]. 
 
 No. 59. 
 
 Certificate 
 as to liqui- 
 dator's 
 security. 
 
 [Title.] (35.) 
 
 This is to certify that A. B., of , who was on the day of 
 
 189 , appointed liquidator [or special manager] of the above- 
 named company, has duly given security to the satisfaction of the 
 Board of Trade. 
 
 Dated this day of 189 . 
 
 By the Board of Trade, 
 
 (Signed) J. S. 
 
 No. 60. 
 
 Advertise- 
 ment of 
 appoint- 
 ment of 
 liquidator. 
 
 [Title No. 1.] (36.) 
 
 By order of the , dated the day of 189 , Mr. 
 
 of has been appointed liquidator of the above-named 
 
 company with [or without] a committee of inspection. 
 Dated this day of 189 . 
 
 No. 61. 
 
 Affidavit 
 of liqui- 
 dator 
 verifying 
 the books 
 of com- 
 pany. 
 
 (ii.) Powers and Duties, &c. 
 
 [See also " Actions, Executions, Distress."] 
 
 [Title, &c, No. 1.] 
 
 1. The books from which the list of contributories referred to in my 
 affidavit filed the was made out are to the best of my knowledge 
 and belief the looks actually used by the ahove-named company prior 
 to the winding-up order, dated the, &c. They were handed over to me 
 by Mr. , the former secretary of the company, and are now in the 
 same state and condition as when so handed over. 
 
 2. The said books are now produced and shewn to me maiked 
 respectively " A," " B," " C," &c. 
 
 3. I make tins affidavit from, &c. 
 
 No. 62. 
 
 Payment 
 of money 
 or delivery 
 of books, 
 &c, to 
 liquidator 
 (d). 
 
 [Title No. 1.] (53.) 
 
 Take notice that I, the undersigned (a) , have been appointed 
 
 liquidator of the above-named company, and that you, the under- 
 mentioned (b) , are required, within days after service 
 hereof, to pay to me [or deliver, convey, surrender, or transfer to or into 
 my hands] as liquidator of the said company at my office, situate at (c) 
 , &c, the sum of £ , being the amount of debt appearing to 
 be due from you on your account with the said company [or any sum or 
 
 («) Name of liquidator. 
 (/;) Name of person to whom notice 
 is addressed. 
 
 (c) Address of liquidator's office. 
 ((/) In a winding-up under the Act 
 
 of 18(ii> or under supervision, this can 
 he easily altered to a summons, or order, 
 as required. It is framed on No. 13 of 
 the forms to the schedule of the Gen. 
 O. 18G2.
 
 Forms. 
 
 mi) 
 
 balance, books, papers, estate, or effects], [or sjiecijically describe the 
 property] now being in your hands, and to which the said company is 
 entitled [or otherwise, as (he case may be] [without prejudice to any Lien 
 which you may have thereon]. 
 
 Dated this day of 189 . 
 
 (Signed) II. J. L., 
 
 Liquidator. 
 To (a) 
 (Address) 
 
 No. 62. 
 
 [Title No. 1.] 
 
 To A. B. & Co. 
 Take notice that you are hereby required, within days 
 
 after service hereof, to deliver to me, as the liquidator of the above- 
 named company, at , all deeds, books, papers, letters, copies of 
 letters, and all writings and other documents now being in your pos- 
 session or power, and to which the said company is prima facie entitled. 
 And that such delivery shall be without prejudice to your lien on the 
 said deed/s, &c, to be paid out of the first moneys coming into my 
 hands as the said liquidator after providing for the costs and exj • 
 of the winding-up of the said company (such costs to be taxed by the 
 proper taxing-master), and this is not to prejudice any security or charge 
 that may be held by you as against the said company (b) 
 
 H. J. L., 
 
 Liquidator. 
 
 No. 63. 
 
 Notice 
 
 that co.'s 
 
 solicitor 
 
 do deliver 
 
 books, 
 
 papers, 
 
 &c. 
 
 [Title, &c, Nos. 1 and 3.] 
 
 that H. J. L., the liquidator of, &c, be at liberty to carry on the 
 business of the said company, and generally to manage the same until 
 the day of , or until further order, and for that purpose 
 
 to draw, accept, make and endorse any necessary bill of exchange oi 
 promissory note in the name and on behalf of the said company, and to 
 retain in his hands such sum or sums of money as may be necessary, 
 and generally to do and execute all such other things as may be required 
 in carrying on the said business without the sanction or intervention ot 
 the Court. 
 
 No. 64/ 
 
 Summons 
 for liberty 
 to carry 
 on busi- 
 ness gene- 
 rally. 
 
 No. 65. 
 
 Another 
 form to 
 
 {Title, &c, Nos. 1 and 3.] 
 that II. J. L., the liquidator of, &c, be at liberty to curry on tin- 
 business of the said company, and [state here other acts and things 
 done by liquidator, and as to continuing account at leva/ bank], and to carry on 
 do such things and make such sales ana purchases as may be necessary businessin 
 or proper in the ordinary course of business. ordinary 
 
 1 L J course. 
 
 (a) Name of person to whom notice 
 is addressed. 
 
 (b) See note (J) on p. 51«.
 
 520 
 
 Forms. 
 
 No. 66. 
 
 Another 
 form to 
 carry on 
 business 
 to certain 
 extent. 
 
 [Title, &c, Nos. 1 and 3.] 
 
 that H. J. L., the liquidator of, &c, be at liberty until further 
 order to carry on the business of the said company so far as may be 
 necessary to [here set out extent], and so far as may be necessary for the 
 purpose of selling the business of the said company as a going concern, 
 and to use up the materials, whether manufactured or not, in the 
 company's possession ; but the price for any further contract shall not 
 exceed £ , and any contract shall not take more than to 
 
 execute. 
 
 No. 67. 
 
 Summons 
 for liberty 
 to borrow 
 to carry on 
 business. 
 
 [Title, <Scc, Nos. 1 and 3.] 
 
 that H. J. L., the provisional liquidator, may, for the purpose of 
 carrying on the business of the company as provided by an order dated, 
 &c, be at liberty to borrow such sum or sums as he may require for the 
 purpose of carrying on the said business, and for, &c. [state special 
 reasons'], not exceeding in the whole £ , the rate of interest on the 
 
 amounts so borrowed not to exceed 5 per centum per annum, such 
 amounts so borrowed, with the interest for the same, to constitute a first 
 charge upon all the assets of the said company, subject only to any 
 existing charge thereon. And that the said A. B. may be at liberty to 
 execute all proper instruments for the above purpose. And that the 
 costs, &c. 
 
 No. 68. 
 
 Summons 
 for liberty 
 to advance 
 money for 
 payment 
 of ex- 
 penses. 
 
 [Title, &c, Nos. 1 and 3.] 
 
 that H. J. L., the liquidator of, &c, be at liberty to pay into the 
 Bank of England to the credit of the account of the said liquidator of 
 the said company the sum of £ of his own moneys to meet, &c. 
 
 [sb.de purpose], and that the said liquidator may have priority over, &c, 
 and over the moneys secured thereby or otherwise to the extent of 
 £ , and for interest upon the said sum of £ at the rate 
 
 of £5 per centum per annum from the date of such advance until 
 repayment and for his costs of this application, such costs to be taxed by 
 the taxing-master. And that the said principal sum and interest and 
 the costs of this application may be a charge on the company's assets. 
 
 No. 69. 
 
 Order or 
 memo- 
 randum of 
 sanction 
 for certain 
 acts by 
 liquidator. 
 
 [Name of judge] doth hereby sanction [or, has sanctioned] the follow- 
 ing proceedings being taken by the liquidator of the above-named 
 company, namely [state the proceedings to he taken, as], the bringing [or t 
 instituting] and prosecuting an action in the name and on behalf of the 
 said company, against [or, defending an action brought, or, instituted 
 against the said company by] K. M., of, &c, to recover a debt or sum of 
 £ alleged to be due from [or, to] the said K. M. to [or, from] the 
 
 said company, &c. 
 
 H. J. H., 
 
 Registrar.
 
 Forms. 
 
 m 
 
 [Title, (fee, Nos. 1 and 3.] 
 
 on the application of H. J. L., the liquidator of the above-named 
 company, that the conditional agreement dated the day of 
 
 18 , entered into between the said H. J. L., of the first part, and C. D. 
 of, &c, of the second part, for, &c. [describe the agreement], maybe carried 
 into effect. And that the costs of this application may be costs in the 
 above-mentioned matter. 
 
 No. 70. 
 
 Summons 
 to carry 
 into effect 
 agree- 
 ment. 
 
 [Titles, &c, Nos. 1 and 3.] 
 
 No. 71. 
 
 that H. J. L., the liquidator of the above-named company, be at s umm ons 
 liberty to sell by public auction the real and personal estate of the said f or general 
 company comprised in the following particulars, that is to say : (1) All liberty to 
 that, &c. (2) All that, &c. (3) All that, &c, free from the incumbrances sell land, 
 of such of the, incumbrancers thereon as shall consent to such sale and &c. 
 subject to the incumbrances of such of them as shall not consent. And 
 that the said liquidator be at liberty to sell all the remaining real and 
 personal property of the company in England not comprised in the 
 above-mentioned particulars at such times and upon such terms, and 
 either by public auction or private contract, as he shall from time to 
 time think expedient. And that the money to arise by any such sale be 
 paid, &c. And that the costs, &c. 
 
 [Title, cfcc, Nos. 1 and 3.] No. 72. 
 
 that H. J. L., the liquidator of, &c, be at liberty to dispose of, 
 
 either by public auction or private contract, and either with or without ? um ,^? on , s 
 reserve, all the goods and chattels now, &c. [describe same']. And that 
 the said liquidator be at liberty to employ C. L). of, &c, for the purpose 
 of disposing of the said goods and chattels. And that all proper pay- 
 ments made by the said liquidator, pursuant to the order to be made 
 hereon, be allowed in passing his account. [If necessary, leave to close 
 the business will be asked.] 
 
 to dispose 
 of goods. 
 
 [Title, &c, Nos. 1 and 3.] 
 
 That [describe property to be sold] be sold, with the approbation of the 
 judge, free from the incumbrances of the said A. B. on the said property, 
 and that the money to arise by such sale be paid iDto, &c, subject to 
 further order ; and that if such money, or any part thereof, shall arise 
 from real estate sold with the consent of incumbrancers, the money so 
 arising be applied in the fust place in payment of what shall appear to 
 be clue to such incumbrancers according to their priorities. 
 
 No. 73. 
 
 Summons 
 to sell 
 with ap- 
 probation 
 of judge, 
 and con- 
 sent of 
 incum- 
 brancer. 
 
 [ Title, (fee, Nos. 1 and 3.] ^ ^ 4 
 
 that the conditional contract entered into between H. J. L., the 
 
 liquidator of, &e, and A. B., of, &e, for the sale to, and the purchase by Summons 
 
 the said A. B. at the sum of pounds, of the said company's rights for ap- 
 
 and interests in, &e, which contract is contained in [state how contract proval
 
 522 
 
 Forms. 
 
 No. 74. 
 
 of con- 
 ditional 
 contract 
 for sale. 
 
 made], be carried into effect. And on the said A. B. declaring himself 
 content with the title to the premises, that the said A. B. do on or before 
 the day of 18 , pay into, &c, the sum of pounds, 
 
 being the purchase-money as aforesaid, &c, and that, upon such pay- 
 ment being made, the said A. B. may be let into immediate possession 
 of the, &c, &c. And that, upon such payment being made, the said 
 H. J. L. may join in and execute a proper conveyance under the seal of 
 the said company of the said, &c, &c, to the said A. B., such conveyance 
 to be settled by the judge in case the parties differ. 
 
 No. 75. 
 
 Summons 
 for ap- 
 proval of 
 convey- 
 ances on 
 sale. 
 
 [Titles, &c, Nos. 1 and 3.] 
 
 that H. J. L., the liquidator of, &c, be at liberty to execute the 
 indentures herein mentioned, and also to affix the seal of the said 
 Company, Limited, to the same, such several indentures being 
 made between the several persons as parties thereto hereinafter men- 
 tioned, that is to say : (1.) The conveyance of, &c, between, &c. (2.) 
 The conveyance of, &c. (3.) The assignment of, &c. 
 
 No. 76. 
 
 Summons 
 for liberty 
 to bring 
 action. 
 
 [Title, (fee, Nos. 1 and 3.] 
 
 that H. J. L., the liquidator of, &c, be at liberty to institute an 
 action in the High Court of Justice against, &c, for the purpose of 
 recovering, &c, due for, &c, and to prosecute such action up to giving 
 notice of trial, but after such notice shall have been given no further 
 steps being taken in this action without further leave of the judge. 
 
 No. 77. [Title, &c, Nos. 1 and 3.] 
 
 Summons *^- a * ^. ^' ■'-'■» * ne liquidator of, &c, be at liberty, on behalf of the 
 
 for liberty above-named company, to take all necessary and proper proceedings as he 
 to defend may be advised by way of defence in the action of, &c, but so that the 
 action. said A. B. shall not without leave of the judge proceed to trial in such 
 
 action. And that the costs, &c. 
 
 No. 78. 
 
 [Title, &c, Nos. 1 a«e2 3.] 
 that H. J. L., the liquidator of the above-named company, may 
 Summons be at liberty, notwithstanding the order to wind up, dated , to 
 
 for leave continue and prosecute the action, 18 , No. , commenced by the above- 
 named company in the Division against C. D. of, &c, and that the 
 costs of this application may be costs in the above matters. 
 
 tinne 
 action 
 
 No. 79. 
 
 Summons 
 for liberty 
 to prove 
 in bank- 
 ruptcy. 
 
 [Title, etc., Nos. 1 and 3.] 
 
 that H. J. L., the liquidator of, &c, be at liberty to make the 
 usual proofs in bankruptcy against any person or persons indebted to the 
 said company who already is or are or shall be adjudicated bankrupt, and 
 to do generally such acts as may be necessary for protecting the estate of 
 the said company. And that the costs, &c.
 
 Forms. 
 
 523 
 
 [Title, &c, Nos. 1 and 3.] jj gQ 
 
 that H. J. L., the liquidator of the above-named company, may 
 
 be at liberty to appear by counsel and oppose the appeal of C. D., plain- Applica- 
 
 tiff in the action of, &c, from the judgment, dated the, &c. [or "to take ^ on .*y 
 
 all proceedings by way of appeal from the order, dated, &c, made J, X( l uldator 
 
 in, &e."]. And that the costs, &c. to appeal 
 
 (iii.) Accounts, &c. 
 (75.) 
 
 No. of Company 
 
 Liquidator's Statement of Account. 
 Pursuant to Section 15 of the Companies (Winding-up) Act, 1890. 
 
 Name of Company. 
 
 No. 81. 
 
 Liqui- 
 dator's 
 statement 
 of account 
 under s. 15 
 of 1890 
 Act. 
 
 Nature of proceedings (whether wound 
 up by the Court, or under the super- 
 vision of the Court, or voluntarily) 
 
 Date of commencement of winding-up . 
 
 Date to which statement is brought down. 
 Name and address of Liquidator 
 
 Liquidator's Statement of Account. 
 Pursuant to Section 15 of the Companies (Winding-up) Act, 1890. 
 
 Realizations. 
 
 Date. 
 
 Of whom received. 
 
 Nature of Assets realized. 
 
 Amount. 
 £ s. d. 
 
 
 Disbursements. 
 
 Date. 
 
 To whom paid. 
 
 Nature of Disbursements. 
 
 Amount. 
 £ s. d. 
 
 Note. — No balance should be shewn on this account, but only the total 
 realizations and disbursements, which should be carried forward to the next 
 account.
 
 524 
 
 Forms. 
 
 No. 81. 
 
 Analysis of Balance. 
 
 Total Realizations 
 ,, Disbursements . 
 
 Balance 
 The balance is made up as follows : — 
 
 1. Cash in hands of Liquidator 
 
 2. Amounts invested by Liquidator 
 
 (as per separate account herewith) 
 Less amounts realized from same . 
 
 Balance of amount invested 
 
 3. Total payments into Bank, includ- 
 
 ing balance at date of commence- 
 ment of winding-up {as per 
 Bank Book) .... 
 Total withdrawals from Bank 
 
 £ s. 
 
 Balance at Bank .... 
 
 Total balance as shewn above 
 
 Note. — The Liquidator should also state : — 
 (1.) The amount of the estimated ( Assets 
 
 assets and liabilities at the date 
 of the commencement of the 
 winding-up .... 
 
 (2.) The general description and 
 estimated value of outstanding 
 assets (if any) .... 
 
 (3.) The causes which delay the 
 termination of the winding-up . 
 
 (4.) The period within which the 
 winding-up may probably be 
 completed . 
 
 Liabilities . £ 
 
 No. 82. 
 
 Affidavit 
 verifying 
 liqui- 
 dator's 
 statement 
 of account. 
 
 (77.) 
 
 I, H. J. L., of , the Liquidator of the above-named comj any, make 
 
 oath and say : — 
 
 That *the account hereunto annexed marked "B" contains a full and 
 true account of my receipts and payments in the winding up of the above- 
 named company from the ' day of 18 , to the 
 day of 189 inclusive, *and that I have not nor has any other 
 person by my order or for my use during such period received any moneys 
 on account of the said company *other than and except the items 
 mentioned and specified in the said account. 
 
 Sworn at, &c. 
 
 * Note. — If no receipts or payments, strike out the words in italics.
 
 Forms. 
 
 52;' 
 
 (75b.) 
 
 No. 83. 
 
 H. J. L., the liquidator of the above-named company, in account with Liqui- 
 the estate. dator's 
 
 Eeceipts. 
 
 Payments. 
 
 Dr. 
 
 Cr. 
 
 Date. 
 
 £ \ s. Id. Date. 
 
 £ s. d, 
 
 (Date) 
 
 Liquidator. 
 
 trading 
 account. 
 
 (75c.) 
 
 I hereby certify that a dividend (or composition) of in the £ 
 
 was declared payable on and after the day of 18 , and 
 
 that the creditors whose names are set forth below are entitled to the 
 amounts set opposite their respective names, and have been paid such 
 amounts except in the cases specified as unclaimed. 
 
 Liquidator. 
 Dated the day of 189 . 
 
 To the Board of Trade. 
 
 Surname. 
 
 Christian Name. 
 
 Amount of 
 Proof. 
 
 £ \ s. \ d. 
 
 Amount of Dividend (or 
 Composition). 
 
 
 Paid. 
 
 Unclaimed. 
 
 
 
 £ s. 
 
 d. 
 
 £ 
 
 *. 
 
 d. 
 
 No. 84. 
 
 List of 
 dividends 
 or com- 
 position. 
 
 (75d.) 
 
 I hereby certify that a return of surplus assets was declared payable to 
 contributories on and after the day of 189 , at the rate 
 
 of per share, and that the contributories whose names are set 
 
 forth below are entitled to the amounts set opposite their respective 
 names, and have been paid such amounts except in the cases specified as 
 unclaimed. 
 
 Liquidator. 
 
 Dated the day of 189 . 
 
 To the Board of Trade. 
 
 
 Christian Name. 
 
 No. of Shares. 
 
 Amount returned on Shares. 
 
 
 Paid. 
 
 Unclaimed. 
 
 
 
 
 £ 
 
 s. d. 
 
 £ \ s. \ d. 
 
 No. 85. 
 
 List of 
 amounts 
 paid or 
 payable to 
 contribu- 
 tories.
 
 526 
 
 Forms. 
 
 No. 86. 
 
 Certificate 
 by com- 
 mittee as 
 to audit. 
 
 No. 87. 
 
 Affidavit 
 verifying 
 liqui- 
 dator's 
 account. 
 
 No. 88. 
 
 Affidavit 
 verifying 
 liqui- 
 dator's 
 trading 
 account. 
 
 [Title No. 1.] (76.) 
 We, the undersigned, members of the committee of inspection in the 
 winding up of the above-named company, hereby certify that, we have 
 examined the foregoing account with the vouchers, and that to the best 
 of our knowledge and belief the said account contains a full, true, and 
 complete account of the liquidator's receipts and payments. 
 Dated this day of 189 . 
 
 A. B.) 
 
 C. U. V Committee of Inspection. 
 
 E. P. ) 
 
 (See Form 82.) 
 
 [Title.'] (81.) 
 
 I } , the liquidator of the above-named company, make oath 
 
 and say that the account hereto annexed is a full, true, and complete 
 account of all money received and paid by me or by any person on my 
 behalf in respect of the carrying on of the trade or business of the 
 company, and that the sums paid by me as set out in such account have, 
 as I believe, been necessarily expended in carrying on such trade or 
 business. 
 
 Sworn, &c. 
 
 Liquidator. 
 
 No. 89. 
 
 Affidavit 
 verifying 
 account of 
 unclaimed, 
 &c, funds. 
 
 [Title No. 1.] (82.) 
 I } , of , make oath and say that the particulars entered in 
 
 the statement hereunto annexed, marked A., are correct, and truly set 
 forth all money in my hands or under my control, representing 
 unclaimed or undistributed assets of the above company, and that the 
 amount due by me to the Companies Liquidation Account in respect of 
 unclaimed dividends and undistributed funds is £ 
 
 (Signature.) 
 
 No. 90. 
 
 Affidavit 
 by special 
 manager 
 verifying 
 account. 
 
 [Title No. 1.] (85.) 
 
 1. The account hereunto annexed marked with the letter A., produced 
 and shewn to me at the time of swearing this my affidavit, aud purport- 
 ing to be my account as special manager of the estate or business of the 
 above-named company, contains a true account of all and every sums 
 and sum of money received by me or by any other person or persons 
 by my order or to my knowledge or belief for my use on account or in 
 respect of the said estate or business. 
 
 2. The several sums of money mentioned in the said account hereby 
 verified to have been paid or allowed have been actually and truly so 
 paid and allowed for the several purposes in the said account mentioned. 
 
 3. The said account is just and true in all and every the items and 
 particulars therein contained, according to the best of my knowledge 
 and belief.
 
 Forms. 
 
 527 
 
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 1 
 
 
 
 No. 91. 
 
 Form of 
 cash-book 
 to be kept 
 by liqui- 
 dator.
 
 528 
 
 Forms. 
 
 No. 92. 
 
 Summons 
 to proceed 
 on liqui- 
 dator's 
 account. 
 
 No. 93. 
 
 Affidavit 
 of liqui- 
 dator in 
 support of 
 his ac- 
 count, and 
 as to sure- 
 ties (a). 
 
 Under Act of 1862. 
 [Title, &c, Nos. 1 and 3.] 
 On the part of the liquidator to proceed on his [here state number of 
 account] account in these matters. 
 
 [Title, &c, No. I.] 
 
 1. The account marked with the letter A. produced and shewn to me 
 at the time of swearing this my affidavit, and purporting to be my account 
 of the receipts and payments by me as the said liquidator, from the 
 
 day of , 18 , to the day of , 18 , both inclusive, con- 
 
 tains a true account of all and every sum or sums of money [state as to 
 interest, &c.~\ received by me or [allowed to me or received by or allowed 
 to] any other person or persons by my order, or to my knowledge or 
 belief, for my use on account, or in respect of the said company, except 
 what is included as received in my former account [or accounts] sworn 
 by me. 
 
 2. The several sums of money mentioned in the said account, hereby 
 verified to have been paid and allowed, have been actually and truly so 
 paid and allowed for the several purposes in the said account mentioned. 
 
 3. The said account is just and true in all and every the items and 
 particulars therein contained, according to the best of my knowledge and 
 belief. 
 
 4. W. X. and Y. Z. , the sureties named in the recognizance dated 
 the of , 18 , are both alive (b), and neither of them has 
 become bankrupt or insolvent (c). 
 
 (a) See 0. 50, r. 22, as to this form 
 being used. 
 
 (b) Formerly the words " and resi- 
 dent in Great Britain " followed here. 
 
 (c) In the case of a guarantee society, 
 
 this clause will be modified by stating 
 that the society, to the best of his 
 knowledge, information, and belief, is 
 solvent and able to pay its liabilities.
 
 Forms. 
 
 529 
 
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 No. 94. 
 
 Liqui- 
 dator's 
 account 
 under Act 
 of 1862(a). 
 
 v^« 
 
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 530 
 
 Forms. 
 
 No. 95. 
 
 Summons 
 by liqui- 
 dator to 
 retain 
 money on 
 account of 
 remunera- 
 tion. 
 
 No. 96. 
 
 Affidavit 
 of clerk in 
 support of 
 liquida- 
 tor's re- 
 munera- 
 tion 
 account. 
 
 (iv.) Remuneration and Solicitor's Costs. 
 
 [Title, &c, Nos. 1 and 3.] 
 
 On the part of H. J. L., the liquidator of the above-named company, 
 
 that out of the assets of the said company he may be at liberty to retain 
 
 and pay to himself the sum of £ on account of his remuneration as 
 
 such liquidator. 
 
 [Title, (fee, Nos. 1 and 3.] 
 I, , of , clerk to , the liquidator of the above-named 
 
 company, make oath and say as follows : — 
 
 1. It has been and is the rule and practice in the office of the said 
 liquidator for all persons engaged upon the affairs of the said company 
 (including the said liquidator himself), to enter into diaries the particulars 
 of all work done by them in respect of the company, and the time occu- 
 pied in doing the work, and for such entries to be made on the day the 
 work is done, or on the day following, and the paper writing now produced 
 and shewn to be marked , contains to the best of my belief a true 
 statement of the time devoted by the said liquidator and his clerks to the 
 affairs of the said company, between the day of and the 
 
 day of 
 
 In such statement the days on which work was done in respect of the 
 company are set forth in the column, and opposite to the date the 
 
 particulars of the time occupied in doiDg the work are set forth in the 
 remaining columns. As to the time of the liquidator in the and 
 
 columns. As to the time of the 1st class clerks in the and 
 
 columns. As to the time of the 2nd cla^s clerks in the 
 column. And as to the time of the 3rd class clerks in the column. 
 
 The said statement is divided into two parts ; part 1 comprises time 
 employed in attending in Court or at judge's chambers ; part 2 comprises 
 all other time, but does not comprise any time in attending in Court or 
 at judge's chambers. 
 
 2. 1 say that the said statement corresponds in all its particulars with 
 the entries made by the said liquidator and his clerks in their diaries 
 according to the rule and practice hereinbefore mentioned, as I know from 
 having compared the statement with the said diaries. 
 
 No. 97. 
 
 Exhibit 
 referred 
 to in 
 
 preceding 
 affidavit. 
 
 [Title No. 1.] 
 Statement of time devoted to the affairs of the company by the 
 liquidator and his clerks, between the day of and the 
 
 day of 189 . 
 
 Date. 
 
 Time of 
 Liquidator. 
 
 Time of 1st 
 
 Class Clerks. 
 
 Time of 2nd 
 Class Clerks. 
 
 Time of 3rd 
 Class Clerks. 
 
 Part I. 
 Time employed in attending in Court or at the Judge's Chambers. 
 
 Part II. 
 Time employed in any other manner.
 
 Forms. 
 
 531 
 
 [Title, &c, No. 1.] 
 I, , of , chartered accountant, the liquidator of the above- 
 
 named company, make oath and say as follows : — 
 
 1. I have read the affidavit of sworn the day of , 
 and I say that the statements contained in such affidavit as to the rule 
 and practice in my office are true. 
 
 2. The paper writing marked now produced and shewn to me 
 (being the exhibit referred to in the said affidavit), contains a true and 
 correct statement of the time devoted by me and my clerks to the affairs 
 of the above-named company between the day of and the 
 
 day of . The whole of such time has been necessarily and 
 
 diligently employed solely upon the affairs of the company, and no 
 part of the same has been or will be charged to any other company or 
 person. 
 
 3. The whole of the time appearing by the said statement to have 
 been devoted by me personally to the affairs of the company was 
 employed upon matters proper to engage my attention, and which could 
 not properly be entrusted to clerks, and the whole of the time appearing 
 to have been devoted by each class of clerks was employed upon matters 
 proper to receive the attention of such clerks, and which ought not to 
 have been entrusted to clerks of any other class. 
 
 No. 98. 
 
 Affidavit 
 of liqui- 
 dator in 
 support 
 of his re- 
 munera- 
 tion 
 account. 
 
 it is ordered that the remuneration of the said H. J. L. as 
 liquidator of the above-named company be assessed, and that it be 
 referred to the taxing master to tax the costs of the said H. J. L. from 
 the foot of the taxation directed by the said order, dated the day of 
 
 . And it is further ordered that the said H. J. L. be at liberty 
 to deduct such remuneration and pay the said costs when so taxed, and 
 be allowed such payments respectively, in his accounts, and [any other 
 payments]. Liberty to apply, &c. 
 
 No. 99. 
 
 Order as 
 to remune' 
 ration 
 being 
 assessed 
 and paid. 
 
 that out of the sum of £ , now standing in, &c, the sum 
 
 of £ , being the ascertained amount of the said liquidator's 
 
 remuneration, be paid to the said H. J. L., as such liquidator. And it is 
 ordered that the costs of the said liquidator, including the costs of and 
 consequent upon tbis application, and all subsequent costs to the final 
 winding up of the said company, and the costs of, &c, be taxed by, &c. 
 
 No. 100. 
 
 Order for 
 payment 
 of remune- 
 ration and 
 to tax 
 costs, &c. 
 
 [Title, (fee, Nos. 1 and 3.] No. 101. 
 
 that, &c, be at liberty to pay to his solicitors, Messrs. , of, 
 
 &c, the sum of £ on account of their costs, charges, and expenses 
 
 of and incidental to the winding up of, &c, such payment to be made 
 without prejudice to the taxation of such costs, charges, and expenses, costs 
 And that the costs, &c. before 
 
 taxation. 
 
 Summons 
 for liberty 
 to pay
 
 532 
 
 Forms. 
 
 No. 102. 
 
 Order for 
 taxation 
 and pay- 
 ment of 
 costs. 
 
 Upon the application of the liquidator of the said company, 
 
 and upon hearing the solicitor for the applicant, and upon reading 
 {enter evidence] : Refer it to the taxing master to tax the applicant's 
 costs, charge?, and expenses incurred by him in these matters as such 
 liquidator as between solicitor and client from the to the ? 
 
 including therein the costs of this order; (a) but in taxing such costs, 
 charges, and expenses, the taxing master is to have regard to any sums 
 of money received in respect of costs of compromise with any contribu- 
 tories or otherwise. And it is ordered that such costs, charges, and 
 expenses, when taxed, be allowed and paid out of the assets of the said 
 company, as and when the judge gives directions for that purpose 
 [or be retained by the liquidator out of the said estate of the 
 company]. 
 
 No. 103. 
 
 Order to 
 tax and 
 pay costs 
 on change 
 of liqui- 
 dator's 
 solicitor. 
 
 It is ordered that it be referred to the proper taxing master to tax 
 the costs, charges, and expenses of the said H. J. L., as such liquidator as 
 aforesaid, during the time when the said applicants were his solicitors, 
 from the day of dowa to the day of , when the 
 
 now solicitors of the said liquidator were appointed, including therein 
 the costs of this application, and of this oider, and in taxing such costs 
 the taxing master is to have regard to any sums of money received 
 in respect of costs of compromise with any contributory or otherwise. 
 And it is ordered that the amount of such costs, charges, and expenses, 
 when so taxed, be paid by the said liquidator out of the assets of the 
 company. 
 
 No. 104. 
 
 Affidavit 
 of solicitor 
 as to 
 receipt of 
 costs. 
 
 [Title, &c, No. 1.] 
 
 No sum of money whatever has been received by me, or by any 
 person or persons on my behalf, on account of any compromise or other- 
 wise in respect of or on account of the costs included in the bill of the 
 said liquidator of the above-named company, under the order dated the 
 day of , 188 . 
 
 No. 105. 
 
 Notice to 
 creditors 
 and con- 
 tribu- 
 tories of 
 intention 
 to apply 
 for release. 
 
 (v.) Release under Act of 1890. 
 
 [Title No. 1.] (78.) 
 
 Take notice that I, the undersigned Official Receiver and liqui- 
 dator of the above-named company, iDtpnd to apply to the Board of 
 Trade for my release, and further take notice that any objection you may 
 have to the granting of my release must be notified to the Board of 
 Trade within twenty-one days of the date hereof. 
 
 A summary of my receipts and payments as Official Receiver and 
 Liquidator is hereunto annexed. 
 
 Dated this day of 189 . 
 
 Official Receiver and Liquidator. 
 
 To (Address.) 
 
 (a) If on dissolution, substitute the 
 words " from the foot of the last taxa- 
 
 tion, including therein the final order 
 to dissolve the above company."
 
 Forms. 
 
 533 
 
 Note. — It is provided by section 4 (4) and section 22 (4) of the Com- 
 panies (Winding-up) Act, 1890, that upon the release of a liquidator the 
 Official Receiver shall become liquidator for the purpose of dealing with 
 any matters which may subsequently arise. 
 
 Section 22 (3) of the Companies (Winding-up) Act, 1890, enacts that 
 "An order of the Board releasing the liquidator shall discharge him 
 from all liability in respect of any act done or default made by him in 
 the administration of the affairs of the company, or otherwise in relation 
 to his conduct as liquidator, but any such order may be revoked on 
 proof that it was obtained by fraud or by suppression or concealment of 
 any material fact." 
 
 No. 105. 
 
 [Title No. 1.] (79.) 
 
 I, H. J. L., the liquidator of the above-named company, do hereby 
 report to the Board of Trade as follows : — 
 
 1. That the whole of the property of the company has been realized 
 for the benefit of the creditors and contributories [and a dividend to the 
 amount of shillings in the £ has been paid as shewn by the state- 
 ment hereunto annexed, and a return of in the £ has been made to 
 the contributories of the compauy]. 
 
 [or, That so much of the property of the company as can, according to 
 the joint opinion of myself and the committee of inspection, hereunto 
 annexed in writing under our hands, be realized without needlessly 
 protracting the liquidation, has been realized, as shewn by the statement 
 hereunto annexed, and a dividend to the amount of shillings has 
 
 been paid] ; (a) 
 
 2. I therefore request the Board of Trade to cause a report on my 
 accounts to be prepared, and to grant me a certificate of release. 
 
 Dated this day of 189 . 
 
 H. J. L., Liquidator. 
 
 (a) Add if necessary, "That the rights of the contributories between them- 
 selves have been adjusted." 
 
 No. 106. 
 
 Applica- 
 tion by 
 liquidator 
 to Board 
 of Trade 
 for release.
 
 534 
 
 Worms. 
 
 No. 107. 
 
 Statement 
 to accom- 
 pany 
 notice of 
 applica- 
 tion for 
 release.
 
 Forms. 
 
 535 
 
 (vi.) Removal and Resignation. 
 
 the judge doth hereby appoint the said H. J. L. liquidator of the 
 above-mentioned company in the place of the said C. D., deceased, and 
 that the said E. F. and G. H., as the le?al personal representatives of 
 the said C. D., be at liberty to pass the final account of the said C. D. as 
 such liquidator as aforesaid, and pay the balance (if any) found due 
 upon such account, into the Bank of England, to the credit of, &c, as 
 directed by the order in this matter, dated the day of ._ And 
 
 that upon payment in of such balance as aforesaid, the recognizance, 
 dated the day of , entered into by the said C. D. and K. L. and 
 
 M. N. be discharged. {Rest of order same as order on appointment. See 
 form No. 57.] 
 
 No. 108. 
 
 Order 
 under Act 
 of 1862 ap- 
 pointing 
 liquidator 
 •where one 
 deceased. 
 Executor 
 to pass 
 account. 
 
 and the said H. J. L., by his solicitor, desiring to retire from the 
 office of liquidator of the said company, the judge doth hereby appoint 
 C. D. of , in the City of , liquidator of the said company 
 
 in his place. And it is ordered that the said C. D. do on or before 
 [accounts]. And it is ordered that all monies [payment of money into 
 bank]. And it is ordered that the said H. J. L. do on or before the 
 day of , leave his final account as such liquidator at, &c., and 
 
 pass the same, and within days from, &c, pay the balance (if any) 
 
 which shall be certified to be due from him into the Bank of England 
 to the account of, &c. And it is ordered that upon such payment by the 
 said H. J. L., the said recognizance, dated day of , be 
 
 vacated. 
 
 No. 109. 
 
 Order 
 under Act 
 of 1862 
 upon 
 
 liquidator 
 resigning. 
 
 [Title No. 1.] No^UO. 
 
 it is ordered that of, &c, appointed liquidator of, &c, by Qrder 
 
 an order dated the , be, and he is hereby discharged or removed, remov i ng 
 
 as such liquidator of the said company. And it is ordered that the said liquidator. 
 
 do within fourteen days from the date of this order pass his final 
 account as liquidator of the said company. And it is ordered that a 
 proper person be appointed liquidator of the said company in the place 
 and stead of the said 
 
 No. 111. 
 
 has, by an order dated 
 of, &c, from being 
 
 [Title No. 1.] 
 
 Notice is hereby given that Mr. Justice 
 the day of , 18 , removed 
 
 liquidator of the above-named company. 
 
 And notice is hereby also given that [here insert notice as to meeting _ 
 for appointment of new liquidator. See form, supra; or under Act of appoint- 
 1862 of date fixed for appointment]. ""thJr 
 
 Dated, &c. 
 
 Notice of 
 removal of 
 liquidator 
 and as to
 
 53(3 
 
 Forms. 
 
 No. 112. 
 
 Applica- 
 tion for 
 liberty to 
 proceed 
 with 
 action 
 against 
 company. 
 
 ACTIONS, EXECUTIONS, DISTRESS, Etc. 
 
 [Title, dfce., Nos. 1, 3, or 4.] 
 
 that notwithstanding an order, dated the day of , 
 
 18 , whereby it was ordered that the above-named company should be 
 wound up by this Court under the provisions of the Companies Act, 
 L862 to L890, A. B. the plaintiff, in an action /;. v. C lss l:. No. , 
 
 brought in the Division of the High Court of Justice, may be at 
 
 liberty to proceed with the said action, he undertaking not to take any 
 steps to enforce any judgment he may obtain without leave of the Court 
 or a judge, and that the costs of the applicant relating to this application 
 may be costs in the said action, and that the costs of the liquidator ol 
 the above-named company (upon whom it is intend' this notice) 
 
 of this application may be costs in the winding-up of the above-named 
 company. 
 
 No. 113. 
 
 Order 
 giving 
 liberty to 
 debenture- 
 holders to 
 bring 
 action. 
 
 No. 114. 
 
 Applica- 
 tion to 
 restrain 
 sheriff 
 selling. 
 
 that the applicant, A. B., may be at liberty to commence and 
 prosecute an action against the above-named company in this Court and 
 Division for the recovery of, &c. [set out amount and describe security]. 
 But such action is not to be prosecuted beyond giving notice of trial 
 therein without further leave of the ju Ige first obtain* d. 
 
 [Title, &c., Xos. land 4:.] 
 
 that the sheriff of, &c, be restrained from selling any goods of 
 the said company seized or to be seized by him under the execution 
 issued on a judgment, &c. [describe], <r under any execution to be issued 
 under any judgment to be obtained in the said action by, &c. 
 
 No. 115. 
 
 Applica- 
 tion to 
 restrain 
 County 
 Court exe- 
 cution. 
 
 [Title, <fec, Xos. 1 and 4.] 
 
 that the high bailiff of the County Court of, &c, do foithwith 
 withdraw from the premises of the above-named company entered upon 
 by him pursuant to a warrant of execution directed to him and issuing 
 out of the County Court of, &c, under a judgment obtained by 
 
 A. B. in an action commenced by him ngaiust the said company as in 
 the affidavit of C. D., of, &c, mentioned. And that the said high bailiff 
 do deliver up the possession of the said premises to the liquidator of, Sec. 
 And that the said action be transferred from the said County Court 
 
 of, &c, aforesaid to, &c. 
 
 No. 116 
 
 Order 
 
 giving 
 
 execution 
 
 creditor 
 
 before 
 
 w.-u. first 
 
 charge, 
 
 declare that the Court is of opinion that A. B. is entitled to the 
 same charge on the assets of the company in the hands of the sheriff as 
 if such assets had been sold by the sheriff under the writ of fi.fa. before 
 the petition for winding up the company was presented; and let the 
 sheriff go out of possession and deliver the assets in his possession to the 
 liquidators; and order the liquidators to sell forthwith sufficient assets 
 to raise the amount due to A. B. in respect of the bills for 
 
 £ , and interest at 4 per cent., and costs, and out of the proceeds
 
 Forms. 
 
 537 
 
 of such sale pay A. B. the amount of his judgment debt, and interest at 
 4 percent, thereon from the signing of the judgment, and costs, and the 
 costs of both motions, and to pay the costs of the sheriff. Liberty to 
 A. B. toappl}' in case the liquidators do not sell forthwith. [See 8 Ch. 
 D., p. 192.] 
 
 No. 116. 
 
 &c, and 
 for sale 
 and pay- 
 ment. 
 
 [Title, (fee, Nos. 1 and 4.] No. 117. 
 
 to restrain until the hearing of the petition in these matters or Ap P ii. ca _ 
 until further order, A. B., of, &c, from issuing execution on a judgment tj on t 
 obtained against the above-named company for the sum of £ in an restrain 
 
 action of as in the affidavit of mentioned. issue of 
 
 execution. 
 
 [Title, &c, Nos. 1 and 4.] 
 
 be restrained until the hearing of the said petition or further order 
 from continuing any further proceedings under the judgment and execution 
 obtained against the said company, &c. [and adapt so far as may be 
 necessary from form No. 114, supra.] 
 
 [Title, (fee, Nos. 1,3, or A.] 
 
 that H. J. L., the liquidator of the above-named company, do pay 
 to the applicant, C. D., on or before the, &c, the sum of £ [state 
 
 what rent due] in respect of the [describe premises'] held by the above- 
 named company of the applicant ruder and by virtue of [set out indenture 
 or agreement] made between, &c. And that in default of such payment 
 the applicant be at liberty to take possession of the said premises with 
 the fixtures and fittings therein. And that the sum of £ , being the 
 
 assessed costs of the said applicant of and incidental to this application, 
 be paid by the said company to the said applicant. 
 
 No. 118. 
 
 Motion to 
 restrain 
 further 
 proceed- 
 ings under 
 judgment. 
 
 No. 119. 
 
 Applica- 
 tion that 
 liquidator 
 pay rent 
 to land- 
 lord or 
 give up 
 possession. 
 
 [Title, (fee, Nos. 1,3, or 4.] 
 
 that the applicant, A. B., be at liberty within days from the 
 
 date of this order to distrain against [describe the goods, chattels, and 
 effects] of the above-named Company, Limited, for the sum of 
 
 £ , such sum being an apportioned amount of months' rent 
 
 between the day of (the date when the said company went 
 
 into liquidation) and the day of , for the hereditaments 
 
 and premises situate in, &c, due on the said day of from the 
 
 said company to the applicant, A. B., under and by virtue of the in- 
 denture of lease of, &c, without prejudice 'to any question which may 
 hereafter be raised. And that the costs of the said A. B. of and incident 
 to this application be paid by the said company to the said A. B. 
 
 No. 120. 
 
 Applica- 
 tion for 
 liberty to 
 distrain. 
 
 [Title, &c, Nos. 1 and 4.] No. 121. 
 
 to restrain until the hearing of the petition in these matters, or ^ pp ] l j ca . 
 
 until further order, C. D., of, &c, from selling any goods of the above- tion to 
 
 -named company distrained by him, or otherwise proceeding with the restrain 
 
 distress levied by him on the said goods. distress.
 
 538 
 
 Forms. 
 
 No. 122. [Title, &c, Nos. 1, 3, or 4.] 
 
 . "7 that A. B. may be at liberty to take possession of and remove and 
 
 tion bv " 6e ^ kv private contract or public auction, as he may think lit, &C. [describe 
 mortgagee l"'"pe r ty] comprised in an indenture of mortgage dated the, &c, and now 
 for liberty m tne possession of the liquidator of the above-named company, he by his 
 to sell. counsel undertaking to account for the proceeds of any such sale iu the 
 
 liquidation if the Court shall so direct. And that the said A. B. may add 
 
 his costs of this application to his security. 
 
 No. 123. 
 
 Motion to 
 discharge 
 restrain- 
 ing order. 
 
 No. 124. 
 
 Applica- 
 tion for 
 substi- 
 tuted 
 service(o). 
 
 [See DanielVs Forms, 4th ed., p. G98.] 
 
 SERVICE OF ORDERS. 
 
 [Title, dr., Xos. 1 and 4.] 
 that service of the summons and an order made by [judge] in these 
 matters on the day of , and of a copy of the summons and the 
 
 order on this application on at , and on the solicitors of the 
 
 said at [as the case may be], may be deemed good and sufficient 
 
 service upon the said 
 
 First 
 meetings. 
 
 No. 125. 
 
 Notice of 
 meeting 
 [general 
 form]. 
 
 MEETINGS OF CREDITORS AND CONTRIBUTORS S. 
 I. Under Act of 1890. 
 
 [For forms as to first meetings see under that head.] 
 
 [Title No. 1.] (26.) 
 
 Take notice that a meeting of creditors [or contributors] in the 
 above matter will be held at on the day of 189 , at 
 
 o'clock in the noon. 
 
 Agenda. 
 
 Dated this day of 189 . 
 
 (Signed) (c) 
 
 Forms of general and special proxies are enclosed herewith. Proxies 
 to be used at the meeting must be lodged not later than o'clock on 
 
 the day of 189 . 
 
 No. 126. 
 
 Affidavit 
 of postage 
 of notices 
 ofmeeting. 
 
 [Title No. 1.] (27.) 
 
 I, , a (d) , make oath and say as follows : — 
 
 1. That I did on the day of 189 , send to each creditor 
 
 mentioned in the company's statement of affairs [or to each contributory 
 
 (a) The kind of substituted service 
 which it is proposed to obtain should 
 be clearly stated. The application may 
 be in the alternative. 
 
 (6) Here insert purpose for which 
 
 meeting called. 
 
 (c) "Liquidator' 
 ceiver." 
 
 (<f) State the description 
 deponent. 
 
 " Official Re- 
 of the
 
 Forms. 
 
 539 
 
 mentioned in the register of members of the company] a notice of the time 
 and the place of the (a) in the form hereunto annexed marked " A." 
 
 2. That the notices for creditors were addressed to the said creditors 
 respectively, according to their respective names and addresses appearing 
 in the statement of affairs of the company. 
 
 3. That the notices for contributuries were addressed to the con- 
 tributories respectively according to their respective names and addresses 
 appearing in the register of the company. 
 
 4. That I sent the said notices by putting the same prepaid into the 
 post-office at before the hour of o'clock in the noon on 
 the said day. 
 
 No. 126. 
 
 of postage 
 of notices 
 (general). 
 
 [Title No. 1.] (28.) No. 127. 
 
 I, a clerk in the office of the Official Eeceiver, hereby certify : — Certificate 
 
 1. That I did on the day of 189 , send to each 
 mentioned in the statement of affairs of the company, a notice of the 
 time and the place of the meeting, in the form hereunto annexed 
 marked " A." 
 
 2. That the notices for were addressed to the said according 
 to their respective names and addresses appearing in the statement of 
 affairs of the company. 
 
 3. That I sent the said notices by putting the same into [the official 
 letter-bag provided by the Postmaster-General for the office of the 
 Official Keceiver] before the hour of 5.30 o'clock in the afternoon of the 
 said day. 
 
 Dated the day of 189 . 
 
 (Signature.) 
 
 No. 128. 
 
 [Title No. 1.] (29.) 
 
 Before at on the day of 189 , at o'clock. 
 
 Memorandum. — The (b) meeting of (c) in the above 
 
 matter was held at the time and place above mentioned ; but it appearing 
 that (d) the meeting was adjourned until the day of ment of 
 
 189 , at o'clock in the noon, then to be held at the first or 
 
 same place. 
 
 Chairman. 
 
 Memo- 
 randum of 
 adjourn- 
 
 other 
 meeting. 
 
 (a) Insert here "general" or "ad- 
 journed general" or "first'' meeting 
 of creditors [or contributories as the 
 case may be]. 
 
 (b) " First," or as the case may be. 
 
 (c) Insert "creditors" or "contri- 
 butories " as the case may be. 
 
 (d) Here state reason for adjourn- 
 ment.
 
 540 
 
 Fornix. 
 
 No. 129. 
 
 List of 
 creditors 
 («) as- 
 sembled to 
 be used at 
 every 
 meeting. 
 
 Meeting held at 
 
 [Title flo.1.] (31.) 
 this day of 
 
 is;) 
 
 Number. 
 
 Names of creditors (a 1 ) present or 
 represented. 
 
 Amount of 
 Proof (b). 
 
 1 
 
 2 
 3 
 4 
 5 
 6 
 t 
 
 Total number of creditors (6) present or 
 
 
 
 
 7 
 
 
 No. 130. 
 
 General 
 proxy. 
 
 [Title No. 1.] (73.) 
 
 I, (c) , of , a creditor [or contributory] hereby appoint ('/) 
 
 to be (e) general proxy in the above matter. 
 
 Dated this day of 189 . 
 
 (Signed) (/) 
 
 (Signature of Witness.) 
 (Address.) 
 
 NOTES. 
 
 1. The authorized agent of a corporation may fill up blanks, and sign for the 
 corporation, thus : — 
 
 " For the Company. 
 
 J. S. (duly authorized under the 
 seal of the Company)." 
 
 2. A proxy may be filled up and signed by any person having a general 
 authority in writing to sign. Such person shall sign, 
 
 J. S. (duly authorized by a general authority in writing to 
 sign on behalf of [name of creditor]) (g). 
 
 Certificate to be signed by person other than Creditor or Contributory 
 filling up the above Proxy. 
 
 I, , of , being a [here state whether clerk or manager in the 
 
 regular employment of the creditor or contributory or a commissioner to 
 
 (a) Or " contributories." 
 (6) In case of contributories insert 
 "number of shares." 
 
 (c) If a firm, write " we " instead of 
 " I," and set out the full name of the 
 firm. 
 
 (d) Here insert either "Mr. 
 
 of a clerk, manager, &c, in my 
 
 regular employ," or "the Official Re- 
 ceiver in the above matter." The 
 standing of the person appointed must 
 
 be clearly set out. 
 
 (e) "My" or "our." 
 
 (/) If a firm, sign the firm's trading 
 title, and add " by A. B., a partner in 
 the said firm." 
 
 As to signature by agent, see foot- 
 notes 1 and 2. 
 
 (g) The Official Receiver or liqui- 
 dator may require the authority to 
 sign to be produced for his inspection.
 
 Forms. 541 
 
 administer oaths in the Supreme Court], hereby certify that all inser- No. 181. 
 
 tions in the above j>roxy are in my own handwriting, and have been 
 
 made by me at the request of the above-named and in his presence, 
 
 before he attached his signature [or mark] thereto. 
 Dated this day of 189 . 
 
 (Signature.') 
 
 The proxy must be lodged with the Official Receiver or liquidator not later 
 than the day before the meeting at which it is to be used. 
 
 [Title No. 1.] (74.) No. 131. 
 
 I, (a) , of , a creditor [or contributory], hereby appoint (b) ~TT 
 
 as (c) proxy at the meeting of creditors [or contributories] s P ecial 
 
 to be held on the day of 189 , or at any adjournment prox y- 
 
 thereof, to vote (d) 
 
 Dated this day of 189 . 
 
 (Signed) ( e ) 
 
 (Signature of Witness.) 
 (Address.) 
 
 NOTES. 
 
 1. A creditor or contributory may give a special proxy to any person to vote 
 at any specified meeting or adjournment thereof on all or any of the following 
 matters : — 
 
 («.) For or against the appointment or continuance in office of any specified 
 person as liquidator or as member of the committee of inspection : 
 
 (6.) On all questions relating to any matter, other than those above referred to, 
 arising at a special meeting or adjournment thereof. 
 
 2. The authorized agent of a corporation may fill up blanks and sign for the 
 corporation, thus : — 
 
 " For the Company. 
 
 J. S. (duly authorized under the 
 seal of the Company)." 
 
 3. A proxy given by a creditor or contributory may be filled up and signed by 
 any person having a general authority in writing to sign for such creditor or 
 contributory. Such person shall sign, 
 
 J. S. (duly authorized by a general authority in writing to 
 sign on behalf of [name]) (/). 
 
 Certificate to be signed by person other than Creditor or Contributor}/ 
 JUling up the above Proxy. 
 
 I, , of , being a [here state whether clerk or manager in the 
 
 regular employment of the creditor or contributory or a commissioner to 
 administer oaths in the Supreme Court], hereby certify that all inser- 
 tions in the above proxy are in my own handwriting, and have been 
 
 (a) If a firm, write " we " instead of the word "against," as the case may 
 
 "1," and set out the full name of the require, and specify the particular 
 
 firm. resolution. 
 
 (6) Here insert either " Mr. (e) If a firm, sign the firm's trading 
 
 of a clerk, manager, &c, in my title, and add " by A.B., partner in the 
 
 regular employ," or, " the Official Re- said firm." 
 
 ceiver in the above matter." The As to signature by agent, see foot- 
 standing of the person appointed must notes 1 and 2. 
 be clearly set out. (/) The Official Receiver or liqui- 
 
 (c) "My" or "our." dator may require the authority to 
 
 (d) Here insert the word "for," or sign to be produced for his inspection.
 
 542 
 
 Forms. 
 
 No. 131. made by me at the request of the above-named 
 
 before he attached his signature [or mark] thereto. 
 
 Dated this day of ' 189 . 
 
 and in his presence, 
 
 (Signature.) 
 
 The proxy must be lodged with the Official Keceiver or Liquidator not later 
 than the day before the meeting at which it is to be used. 
 
 No. 132. 
 
 Notice [or 
 advertise- 
 ment] of 
 meeting of 
 creditors 
 or contri- 
 butories. 
 
 II. When ordered by the Judge under Act of 1862 (a). 
 [Title No. 1.] 
 
 Notice is hereby given that [fill in judge] has directed a meeting of 
 the creditors [or contributories] of the above-named company to be 
 summoned pursuant to the above statute, for the purpose of ascertaining 
 their wishes as to [state the object for which meeting called, unless notice 
 ■is by advertisement, in which case sag, certain matters relating to the 
 winding up of the said company,] and that such meeting will be held 
 on day, the day of 18 , at o'clock in the 
 
 noon, at , in the county of , at which time and place all the 
 
 creditors [or contributories] of the said company are requested to attend. 
 [The said judge has appointed H. T., of, &c, to act as chairman of such 
 meeting.] 
 
 Dated this day of 18 . 
 
 H. J. L., 
 
 Liquidator. 
 
 No. 133. 
 
 Appoint- 
 ment of 
 proxy to 
 vote at 
 meeting. 
 
 [Title No. 1.] 
 
 I, W. S., of , in the county of , being a creditor [or con- 
 
 tributory] of the above-named company, hereby appoint , of , 
 
 as my proxy to vote for me, and on my behalf, at the meeting of the 
 creditors [or contributories] of the said company, summoned by direction 
 
 of [name of judge], to be held on the 
 adjournment thereof. 
 
 As witness mv hand this 
 
 day of 
 
 Signed by the said W. S. \ 
 in the presence of / 
 
 J. M., of, &c. 
 
 day of 
 18 
 
 and at any 
 
 W. S. 
 
 No. 134. 
 
 Memo- 
 randum of 
 appoint- 
 ment of 
 chairman. 
 
 [Title No. 1.] 
 
 [Name of judge] has appointed Mr. H. T., of, &c, one of the creditors 
 [or contributories] of the above-named company, to act as chairman of a 
 meeting of the creditors [or contributories] of the said company, sum- 
 moned by direction of the said judge, pursuant to the above statute, to be 
 held on day, the day of 18 , at o'clock in the 
 
 noon, at , in the county of , and to report the result 
 
 of such meeting to the said judge. 
 
 The said meeting is summoned for the purpose of ascertaining the 
 
 (a) See s. 31 of the Act of 1890 as by the judge before a winding-up order 
 to the application of that Act. Meet- is made, 
 ings may also, in some cases, be ordered
 
 Forms. 
 
 543 
 
 wishes of the creditors [or contributories] of the said company as to 
 [state the object for which meetiny called] ; and at such meeting the votes 
 of the creditors [or contributories] may be given either personally or by 
 
 proxy. 
 
 Dated this 
 
 day of 
 
 18 
 
 H. J. H., 
 
 Registrar. 
 
 No. 134. 
 
 [See this form under "First Meetiny of Creditors and Contributories."] No. 135. 
 
 Chair- 
 man's 
 report of 
 result of 
 meeting. 
 
 No. 136. 
 
 Proof of debts by creditors and dividends. 
 
 (1) Undek the Act of 1890. 
 
 [Title No. 1 or 2] (C. 6G.) 
 
 I, (a) , of , in the county of , make oath and say : — 
 
 (6) That I am in the employ of the under-mentioued creditor, and 
 that I am duly authorized by to make this affidavit, and that it is 
 
 within my own knowledge that the debt hereinafter deposed to was 
 incurred and for the consideration stated, and that such debt, to the best 
 of my knowledge and belief, still remains unpaid and unsatisfied. 
 
 (c) That 1 am duly authorized, under the seal of the company herein- 
 after named, to make the proof of debt on its behalf. 
 
 1. That the above-named company was, at the date of the order 
 
 for winding up the same, viz. the day of 189 , and still 
 
 is justly and truly indebted to (d) in the sum of pounds 
 
 shillings and pence for (e) , as shewn by the 
 
 .( Account endorsed hereon 1 c ■, ■ v „,,„, „ „„ TT _„„+ + k„_„ 
 
 -n . ,, , , ,,,,„ for which sum or any part tnere- 
 
 1 \Account hereto annexed marked " A, j 
 
 of I say that I have not nor hath (/") or any person by (y) 
 
 order to my knowledge or belief for (y) use had or received any 
 
 manner of satisfaction or security whatsoever, save and except the 
 
 following : — (h) 
 
 Proof of 
 debt. 
 General 
 form (/). 
 
 (a) Fill in full name, address, and 
 occupation of deponent. 
 
 If proof made by creditor, strike out 
 clauses (6) and (e). If made by clerk 
 of creditor, strike out (c). If by clerk 
 or agent of company, strike out (o). 
 
 (d) Insert "me and to C. D. and 
 E. F., my co-partners in trade," if any, 
 or, if by clerk or agent, insert name, 
 address, and description of principal. 
 
 Note. — In case of a firm, the names 
 of all the partners must be set out in 
 full. 
 
 Note this. 
 
 (e) State consideration [as— Goods 
 sold and delivered by me] [and* my 
 said partner] to the company between 
 the dates of [or, moneys advanced by 
 me in respect of the under-mentioned 
 bill of exchange] or as the case may be. 
 
 t Strike out tue words not applicable. 
 (/) " My said partners or any of 
 
 them " or " the above-named creditor," 
 as the case may be. 
 
 (g) "My" or "our" or "their" or 
 " bis," as the case may be. 
 
 (h) Here state the particulars of all 
 securities held, and where the securities 
 are on the property of the company, 
 assess the value of the same, and if 
 any bills or other negotiable securities 
 be held, specify them in the schedule. 
 
 N.B. — Bills or other negotiable securi- 
 ties must be produced before the proof 
 can be admitted. 
 
 (i) Where the debt proved for ex- 
 ceeds £2, a shilling Companies (Wind- 
 ing-up) stamp must be affixed here, or 
 a postal order for Is. be sent to the 
 Official Receiver, as otherwise the proof 
 cannot be admitted. Note: The stamp 
 must not be defaced by the creditor. 
 
 Bankruptcy or postage stamp* cannot 
 be accepted.
 
 544 
 
 Forms. 
 
 No. 136. 
 
 Admitted to vote for 
 
 £ : : 
 
 this day 
 
 of 189 . 
 
 Official Receiver. 
 
 Admitted to rank for 
 dividend for 
 
 £ : : 
 
 this day 
 
 of 189 . 
 
 Official Receiver 
 or Liquidator. 
 
 Date. 
 
 Acceptor. 
 
 Amount. 
 
 Date due. 
 
 Sworn at 
 in the County of 
 this day of 
 Before me 
 
 189 
 
 Deponent's 
 signature. 
 
 The proof cannot be admitted for voting at the first meeting unless it 
 is properly completed and lodged with the Official Receiver before the 
 time named in the notice convening such meeting. 
 
 Note. — If space not sufficient, let the particulars be annexed, but 
 where the particulars are on a separate sheet of paper, the same must be 
 marked by the person before whom the affidavit is sworn, thus : — 
 In the matter of 
 
 " This is the account marked ' A.' referred to in the annexed affidavit 
 of sworn before me this day of 189 . 
 
 " (Signed) Commissioner or Officer administering Oath." 
 
 Particulars of Account Referred to on Other Side. 
 (Credit should be given for Contra Accounts.) 
 
 Date. 
 
 Consideration. 
 
 Amount. 
 
 Remarks. 
 The vouchers (if any) by which 
 the account can be substan- 
 tiated should be set out here. 
 
 Deponent's signature 
 Signature of Commissioner or Officer administsring oath 
 
 Debt must 
 be proved. 
 Form of 
 proof. By 
 ■whom to be 
 made. 
 (Rule 98.) 
 Must contain 
 statement of 
 account. 
 (Rule 99.) 
 Secured 
 creditor 
 must set out 
 security. 
 (Rule 100.) 
 Before whom 
 proof to be 
 sworn. 
 
 Instructions to Creditors as to Proofs. 
 
 Rule 96. — Every creditor shall prove his debt. 
 
 The proof must be in the form annexed, and may be made by the 
 creditor himself or by some person authorized by him. 
 
 A statement of account showing how the amount of the proof is made 
 up should be attached. 
 
 The proof must set out whether the creditor holds security for any 
 part of his debt, and the particulars and estimated value of the security, 
 if any. 
 
 An affidavit of proof of debt may be sworn before . . . any clerk of 
 an Official Receiver duly authorized in writing by the Court or the Board 
 of Trade in that behalf (Rule of 3rd December, 1892), or before a Com- 
 missioner to administer Oaths, or before such persons as are mentioned in 
 Section 128 of " The Companies Act, 1862 " (set out below).
 
 Forms. 
 
 545 
 
 Every proof of debt above two pounds must bear a Companies ( Winding- No. 136. 
 
 up) stamp of the value of one shilling. Bankruptcy or postage stamps 
 
 cannot he accepted. 
 
 Rule 101. — A creditor shall bear the cost of proving his debt, unless 
 the Court otherwise orders. 
 
 Rule 107. — Where a creditor seeks to prove in respect of a bill of 
 exchange, promissory note, or other negotiable instrument or security on 
 which the company is liable, such bill of exchange, note, instrument, or 
 security must, subject to any special order of the Court made to the con- 
 trary, be produced to the Official Receiver, chairman of a meeting, or 
 liquidator, as the case may be, and be marked by him before the proof 
 can be admitted either for voting or for any purpose. 
 
 Schedule 1. (6.) — A person shall not be entitled to vote as a creditor 
 unless he has duly proved a debt to be due to him from the company, 
 and the proof has been duly lodged before the time appointed for the 
 meeting. 
 
 Rule 108. — A proof intended to he used at the first meeting of creditors 
 or at an adjournment thereof shall he lodged with the Official Receiver not 
 later than the time mentioned for that purpose in the notice convening 
 the meeting, or adjourned meeting. 
 
 Section 128 of the Companies Act, 1862. 
 128. — Any affidavit, affirmation, or declaration required to be sworn Before whom 
 or made under the provisions or for the purposes of this part of this Act g^ r a n vits 
 may be lawfully sworn or made in Great Britain or Ireland, or in any 
 colony, island, plantation, or place under the dominion of Her Majesty in 
 foreign parts, before any court, judge, or person lawfully authorized to 
 take and receive affidavits, affirmations, or declarations, or before any 
 of Her Majesty's consuls or vice-consuls in any foreign parts out of Her 
 Majesty's dominions, and all courts, judges, justices, commissioners and 
 persons acting judicially shall take judicial notice of the seal or stamp or 
 signature (as the case may be) of any such court, judge, person, consul, 
 or vice-consul attached, appended, or subscribed to auy such affidavit, 
 affirmation, or declaration, or to any other document to be used for the 
 purposes of this part of this Act. 
 
 Fee on 
 making 
 proof. 
 Cost of 
 making 
 proof. 
 Bills of 
 exchange 
 and pro- 
 missory 
 notes must 
 be produced. 
 Proof to be 
 used at 
 meeting 
 must be 
 lodged before 
 meeting. 
 Time for 
 lodging 
 proof for 
 voting. 
 
 {'Title No. 1.] (67.) ' 
 
 I, (a) , of , (h) make oath and say : — 
 
 1. That the above-named company was on the day of 
 
 189 , and still is justly and truly indebted to the several persons whose 
 names, addresses, and descriptions appear in the schedule endorsed 
 hereon in sums severally set against their names in the sixth column 
 of such schedule for wages due to them respectively as workmen or 
 others in the employ of the company in respect of services rendered by 
 them respectively to the company during such periods as are set out 
 against their respective names in the fifth column of such schedule, for 
 which said sums, or any part thereof, I say that they have not, nor 
 hath any of them had or received any manner of satisfaction or security 
 whatsoever. 
 
 in flip nnnnf.v 1 
 
 {Deponent's Signature.) 
 
 No. 137. 
 
 Proof of 
 debt of 
 workmen. 
 
 Sworn at 
 
 , in the county 
 
 of , this 
 
 day of 
 
 189 . 
 
 
 Before me 
 
 
 (a) Fill in full name, address, and 
 occupation of deponent. 
 
 (6) On behalf of the workmen and 
 
 E.W. 
 
 others employed by the above-named 
 company. 
 
 A N
 
 546 
 
 Forms. 
 
 No. 137. 
 
 No. 138. 
 
 Notice of 
 rejection 
 of proof. 
 
 Schedule referred to on the other side. 
 
 i. 
 
 No. 
 
 2. 
 
 Full Name of 
 Workman. 
 
 3. 
 Address. 
 
 4. 
 
 Description. 
 
 5. 
 
 Period over which 
 Wages due. 
 
 6. 
 Amount due. 
 
 
 
 
 
 
 £ 
 
 s. 
 
 d. 
 
 {Signature of Deponent.) 
 
 [Title No. 1.] (68.) 
 
 Take notice, that, as liquidator of the above-named company, I have 
 this day rejected your claim against the company (a) [to the extent of 
 £ ] on the following grounds : — 
 
 And further take notice that, subject to the power of the Court to 
 extend the time, no application to reverse or vary my decision in 
 rejecting your proof will be entertained after the expiration of (b) 
 days from this date. 
 
 Dated this day of 189 . 
 
 (Signature.) 
 (Address.) 
 To . Official Receiver. 
 
 No. 139. 
 
 Notice to 
 creditors 
 to declare 
 dividend. 
 
 [Title No. 1.] (69.) 
 
 A (c) dividend is intended to be declared in the above matter. You 
 are mentioned in the statement of affairs, but you have not yet proved 
 your debt. 
 
 If you do not prove your debt by the day of 189 , you 
 
 will be excluded from this dividend. 
 
 Dated this day of 189 . 
 
 H. J. L., Liquidator, 
 To X. Y. (Address.) 
 
 No. 140. 
 
 To persons 
 claiming 
 to be cre- 
 ditors of 
 intention 
 to declare 
 final 
 dividend. 
 
 [Title No. 1J (70.) 
 
 Take notice that a final dividend is intended to be declared in the 
 above matter, and that if you do not establish your claim to the satis- 
 faction of the court on or before the day of 189 , or such 
 later day as the court may fix, your claim will be expunged, and I 
 shall proceed to make a final dividend without regard to such claim. 
 Dateu this day of 189 . 
 
 H. J. L., Liquidator, 
 To X. Y. (Address.) 
 
 (a) If proof wholly rejected, strike 
 out words underlined. 
 
 (b) 21 days or 7 days as the case may 
 
 be. See Rules 111 and 112. 
 
 (c) Insert here "first" or "second' 
 or " final," or as the case may be.
 
 Forms. 
 
 547 
 
 [Title No. 1.] (72.) 
 
 If this dividend be not claimed within six months, application made 
 thereafter must bear a Is. Companies (Winding-up) stamp, when the 
 amount applied fordoes not exceed £1, or a 2s. Qd. stamp when the 
 amount exceeds £1. 
 
 [Please bring this Dividend Notice with you.] 
 Dividend of in the £. 
 
 Board of Trade, 
 
 Department of the Official Receivers in Companies Liquidation, 
 
 33, Carey street, Lincoln's Inn, London, W. C. 
 
 189 . 
 Notice is hereby given, that a dividend of in the pound 
 
 has been declared in this matter, and that the same may be received at 
 my office, as above, on the day of 189 , or on any 
 
 subsequent day, except Saturday, between the hours of eleven and two. 
 
 If you do not attend personally you must fill up and sign the subjoined 
 Forms of Receipt and Authority, when a cheque or money order payable 
 to your order will be delivered to the person named in the Authority. 
 Upon applying for payment, this notice must be produced entire, together 
 with any other bills of exchange or other securities held by you. 
 
 C. J. Stewart, 
 To Senior Official Receiver and Liquidator. 
 
 Receipt. 
 
 No. 189 . 
 
 Received of the Official Receiver and Liquidator in the above matter 
 the sum of pounds shillings and pence, being the 
 
 amount payable to — in respect of the dividend of in the £ on 
 
 us 
 
 — _ claim against this company. 
 
 (Signature.') 
 
 No. 141. 
 
 Notice of 
 dividend. 
 
 Authority. 
 
 Sir, 
 
 Please deliver to (a) the cheque or money order for the 
 
 dividend payable to in this matter. 
 
 (Creditor's Signature.} 
 • To the Official Receiver and Liquidator. Date 189 . 
 
 II. Under the Act of 1862. 
 
 No 142. 
 
 In the matter of, &c. Advertise- 
 
 The creditors of the above-named company are required on or before men t for 
 the day of 18 , to send their names and addresses and the creditors, 
 
 particulars of their debts or claims, and the names and addresses of their 
 solicitors, if any, to of , the liquidator of the said company, 
 
 and if so required by notice in writing from the said liquidator, are by 
 
 (a) Insert the name of the person 
 who is to receive the cheque or money 
 
 order, or the words " — ■ by post, at 
 
 m y risk," if you wish it sent to you 
 
 our 
 
 in that way.
 
 548 
 
 Forms. 
 
 No. 142. 
 
 No. 143. 
 
 No. 144. 
 
 Exhibit 
 referred 
 to in pre- 
 ceding 
 affidavit. 
 
 their solicitors to come in and prove their said debts or claims at the 
 chambers of Mr. Justice at at such time as shall be specified 
 
 in such notice, or in default thereof they will be excluded from the benefit 
 of any distribution made before such debts are proved. 
 
 day, the day of 18 , at o'clock in the 
 
 noon, at the said chambers, is appointed for hearing and adjudicatiug 
 upon the debts and claims. 
 
 Dated this day of 18 . 
 
 Registrar. 
 
 [Title, &c, No. 1.] 
 
 1. I have in the paper writing now produced and shewn to me, and 
 marked with the Letter A., set forth a list of all the debts and claims 
 tin' particulars of which have been sent in to me by persons making 
 claims upon or claiming to be creditors of the said company, pursuant to 
 the advertisement issued iu that behalf, dated the 18 ; and the 
 names and addresses of the persons by whom such claims are made. 
 
 2. 1 have investigated the said debts and claims, and examined the 
 same with the books and documents of the said company, in order to 
 ascertain, so far as 1 am able, which of such debts and claims are justly 
 due from the said company ; and I have, in the first part of the said 
 l;st, set forth such of the said debts and claims, or parts thereof, as, in 
 my opinion, are justly due from the said company, and proper to be 
 allowed without further evidence; and I have, in the sixth column of 
 the said first part of the said list, set forth the amounts proper to be 
 allow nl in respect of such debts and claims; and I believe that such 
 amounts respectively are justly due and proper to be allowed ; and I 
 have, iu the seventh column of the said first part of the said list, stated 
 my reasons lor such belief. 
 
 3. I have, in the second part of the said list, set forth such of the said 
 debts and claims as in my opinion ought to be proved by the respective 
 creditors (a). 
 
 A. 
 
 In the matter, &c 
 List of debts and claims of which the particulars have been sent in to 
 the liquidator. 
 
 This paper writing, marked A., was produced and shewn 
 to H. J. L., and is the same as is referred to in his affidavit, 
 sworn before me this day of 18 . 
 
 W. B., &c. 
 
 First Part. — Debts and Claims proper to be allowed without further 
 
 evidence (6). 
 
 Serial 
 No. 
 
 Names of 
 Creditors. 
 
 Addresses 
 and De- 
 scriptions. 
 
 Particulars 
 
 of Debt or 
 
 Claim. 
 
 Amount 
 claimed. 
 
 £ s. d. £ 5. d 
 
 Amount 
 
 proper 
 
 to be 
 
 allowed. 
 
 Reasons for 
 
 belief that 
 
 Amounts are 
 
 proper to be 
 
 allowed. 
 
 (a) State if company is insolvent. 
 
 (b) N.B. — Care should be taken to 
 arrange the names alphabetically, and 
 the numbers to the names should on no 
 
 account be altered subsequently. It will 
 be advisable to keep debts and claims 
 carrying interest in a separate jwrtfrom 
 those not carrying interest.
 
 Forms. 
 
 549 
 
 Second Part. — Debts and Claims which ought to be proved by the No. 144. 
 
 Creditors (a). 
 
 i Serial 
 No. 
 
 Names of Creditors. 
 
 Addresses and 
 Descriptions. 
 
 Particulars of 
 Debt or Claim. 
 
 Amount 
 claimed. 
 
 
 
 
 
 £ s. d. 
 
 Sir, 
 
 In the matter of, &c. 
 
 [place and date] 
 
 The debt claimed by you in this matter has been allowed by the Notice to 
 judge at the sum of £ [if part only allowed, add: If you claim to creditor 
 have a larger sum allowed, you are hereby required to come in and prove of allow- 
 the further amount claimed, &c, as in the next form.] 
 
 I am, &c, 
 
 , Liquidator. 
 
 To Mr. 
 
 debt. 
 
 [Title No. 1.] 
 
 You are hereby required to come in and prove the debt claimed by 
 you against the above-named company, by tiling your affidavit, and 
 giving notice thereof to me, on or before the day of next ; 
 
 and you are to attend by your solicitor at the chambers of [name of judge] 
 at, &c, on the day of 18 , at o'clock in the 
 
 noon, being the time appointed for hearing and adjudicating upon the 
 claim (a). 
 
 Dated this day of 18 . 
 
 E. P. H., Liquidator. 
 
 To Mr. S. T. 
 
 No. 146. 
 
 Notice to 
 creditors 
 to come 
 in and 
 prove their 
 debts. 
 
 [Title, &c, Nos. 1 and 3.] NoJl47. 
 
 that A. B. of, &c, who claims to be entitled to, &c, may be Summong 
 
 ordered within days after the service on him of the order to be for Detter 
 
 made hereon to deliver to C. D., the liquidator, &c, further and better parti . 
 
 particulars with dates and items of his said claim against the said com- cu i a rs of 
 
 pany, and that in default of delivery of such particulars with dates and claim, 
 items within the time aforesaid, the said claim may be dismissed with 
 costs. 
 
 (a) See last note. 
 
 (6) The affidavit in form 148 carries 
 matters no further than this notice, 
 and sometimes the liquidator is directed 
 to make an addition to this form calling 
 attention to the ground on which the 
 claim is disputed, and requiring the 
 affidavit to meet such ground. This 
 
 prevents a useless affidavit being filed. 
 For example, in case of apparently 
 statute barred debts, the following 
 might be added: "Your claim will 
 be disputed, among other grounds, 
 on the ground that it is barred by the 
 Statute of Limitations."
 
 550 
 
 Forms. 
 
 No. 148. 
 
 [Title, &c, No. 1.] 
 
 1. The above-named company was, on the day of 18 , 
 Affidavit the date of the order for winding up the same, and is still justly and 
 of creditor truly indebted to me in the sum of £ for, &c. [Describe shortly 
 in proof of tf ie nature of the debt, and exhibit any security for it ; and in the case of 
 debt (b). a trade debt exhibit a bill of parcels, and verify the reasonableness of the 
 
 charges, as in proving a debt in a suit] (a). 
 
 2. 1 have not, nor hath nor have any person or persons by my order, 
 or to my knowledge or belief, or for my use received the said sum of 
 £ or any part thereof, or any security or satisfaction for the same 
 or any part thereof [if any security add], except the said [describe the 
 security] hereinbefore mentioned or referred to. 
 
 No. 149. 
 
 Affidavit 
 in proof 
 of claim of 
 solicitor 
 for costs 
 and 
 
 balance 
 on cash 
 account. 
 
 [Title, &c, No. 1.] 
 
 1. The above-named company was on the day of 18 , 
 
 the date of the order for winding up the same, and still is justly and 
 
 truly indebted to me in the sum of £ , being the amount of an 
 
 account for business done by me as solicitor for and by the order of 
 
 the said company at the time, and for the charges, mentioned and set 
 
 forth in the paper writing now produced and shewn to me and marked 
 « » 
 
 2. The said company was also at the date of the said order, and still 
 is, justly and truly indebted to me in the sum of £ , being the 
 amount of an account for business done by me as solicitor for, and by 
 the order of, the said company at the times, and for the charges, men- 
 tioned and set forth in the paper writing now produced and shewn to me 
 marked " ." 
 
 3. The charges made in the said paper writings " " and 
 " " are fair and reasonable, and such as are usual and customary 
 in the profession of a solicitor. 
 
 4. The said company was also at the date of the said order, and still 
 is, justly and truly indebted to me in the sum of £ , being 
 the balance of the cash account now produced and shewn to me 
 marked " ." 
 
 5. I have not nor hath any person or persons on my behalf received 
 the said sums of £ , £ , and £ respectively, or any 
 part or parts thereof respectively, or any security or satisfaction for the 
 same, or any part thereof respectively [if so, except numerous deeds, 
 papers, securities and documents of the said company which I hold, and 
 upon which I claim a lien in respect of the demands so owing to me as 
 aforesaid]. 
 
 6. I have in the cash account marked " ," according to the best 
 of my knowledge, information, and belief, set forth a full, true and 
 particular account of all and every the sum and sums of money which 
 have come to my hands, or to the hands of any person or persons on my 
 behalf, for or on behalf of the said company, with the times when, and 
 the names of the persons from whom and on what account, the same 
 have been respectively received, and also a like account of the disburse- 
 ments, allowances and payments (irrespective of those charged in the 
 said bill of costs) made by me in respect of or on account of the said 
 
 (a) See note to form 146. 
 
 (6) See, also, for other forms of affi- 
 
 davits by creditors in proof of debts, 
 Daniell's Forms, 4th ed., p. 481, et seq.
 
 Forms. 
 
 551 
 
 company, together with the times when, the names of the persons to 
 whom, and the purposes to which the same were disbursed, allowed 
 or paid. 
 
 7. I further say, that save and except as appears in the said cash 
 account marked " ," I have not nor hath any person on my behalf 
 
 possessed, received, or got in any assets of the said company, or any 
 money on account thereof. 
 
 No. 149. 
 
 [Title, &c, Nos. 1 and 3.] 
 
 on the part of A. B., of, &c, that C. D., the liquidator of the 
 above-named company, may be ordered forthwith to admit the said A. B. 
 as a creditor of the said company for [state particulars.] 
 
 No. 150. 
 
 Summons 
 to admit as 
 creditor. 
 
 [Title No. 1.] NfclSl. 
 
 In pursuance of the directions given to me by [name of judge], I hereby Certificate 
 certify that the result of the adjudication upon debts and claims against of regis- 
 the above-named company, brought in pursuant to the advertisement trar as to 
 issued in that behalf, dated the day of 18 , so far as such debts and 
 
 adjudication has up to the date of this certificate been proceeded with, is claims, 
 as follows : — 
 
 The debts and claims which have been allowed are set forth in the 
 first schedule hereto, and, with the interest thereon and costs mentioned 
 in the said schedule, are due to the persons therein named, and amount 
 altogether to £ 
 
 I have in the first part of the said schedule set forth such of the said 
 debts and claims as carry interest, and the interest thereon has been 
 computed after the rate they respectively carry down to the date of this 
 certificate (a). 
 
 I have in the second part of the said schedule set forth such of the said 
 debts and claims as do not carry interest. 
 
 The claims set forth in the second schedule hereto have been brought 
 in by the persons therein named, and have been disallowed (b). 
 
 The evidence produced, &c. 
 
 (a) When the company is insolvent 
 (as to this, see Milan Tramways Co., 
 per Selborne, C, 25 Ch. D., at p. 591, 
 and ante, pp. 101, 120) the following 
 words will be inserted in place of the 
 above : " down to the day of 
 
 the commencement of the winding-up." 
 This must be done, because in Warrant 
 Finance Co.'s Case (4 Ch. 643) it was 
 decided that in the case of an insolvent 
 company which is being wound up, 
 creditors whose debts carry interest are 
 entitled to dividends only upon what 
 
 was due for principal and interest at 
 the winding-up, and it is only in the 
 event of there being a surplus that they 
 can have any claim for subsequent 
 interest; in which case the dividends 
 will be treated as applicable, first, in 
 payment of interest, and then in reduc- 
 tion of principal. 
 
 (b) Where there are other claims 
 which have not been fully adjudicated 
 upon, add a paragraph to that effect, 
 and a third schedule.
 
 552 
 
 Forms. 
 
 No. 152. 
 
 The First Schedule above referred to. 
 First Part. — Debts and Claims which carry interest. 
 
 No. 
 
 Names of 
 Creditors. 
 
 Addresses and 
 Descriptions. 
 
 Particulars of 
 Debt. 
 
 Total due. 
 
 
 
 
 
 £ s. d. 
 
 Second Part 
 
 — Debts and Claims 
 
 which do not 
 
 carry interest. 
 
 No. 
 
 Names of 
 Creditors. 
 
 Addresses and 
 Descriptions. 
 
 Particulars 
 of Debt. 
 
 Interest on 
 Principal 
 (less Pro- 
 perty Tax). 
 
 Total due. 
 
 
 
 
 
 £ s. d. 
 
 £ s. d. 
 
 The Second Schedule above referred to. 
 
 No. 
 
 Names of 
 Creditors. 
 
 Addresses and 
 Descriptions. 
 
 Particulars of 
 Claim. 
 
 Amount 
 claimed. 
 
 
 
 
 
 £ s. d. 
 
 Dated this 
 
 Approved the \ 
 
 day of 18 . / 
 
 day of 
 
 18 
 
 Registrar. 
 
 No. 152. 
 
 Summons 
 to pay 
 dividend 
 to credi- 
 tors. 
 
 [Title, &c, Nos. 1 and 3.] 
 
 on the part of H. J. L., the liquidator of the above-named com- 
 pany, that he may be at liberty to pay to the several persons named in 
 the column of the schedule hereto, being creditors of the said 
 
 company named in the chief clerk's certificate, filed the day of 
 
 , the several sums of money set opposite their respective names 
 in the column of the said schedule, beiDg a dividend of in 
 
 the pound upon the amount certified to be due to such creditors as set 
 out in the column of the said schedule. [Acid that the amounts 
 
 under £10 appearing in the column to the said schedule, and 
 
 amounting altogether to the sum of £ , be paid to the said liqui- 
 
 dator, he undeitaking to pay the sum to the jarties respectively entitled 
 thereto.]
 
 Forms. 
 
 553 
 
 [Titles, &c, Nos. 1 and 3.] 
 that notwithstanding the claim of, &c. {describe disputed claim], 
 H. J. L., the liquidator of, &c, be at liberty to declare and pay a first 
 dividend, &c. [see other forms], provided that the applicant do reserve 
 out of the assets of the said company a sum sufficient for the payment 
 of a like amount upon the said claim of £ referred to in his said 
 
 affidavit filed on the, &c. And that the costs, &c. 
 
 [Title, &c, Nos. 1 and 3.] 
 that H. J. L., the liquidator of, &c, may pay to the several creditors 
 named in the schedule to the chief clerk's certificate, dated the, &c, and 
 in the schedule hereto out of the assets of the said company the sums set 
 opposite to their names respectively in the schedule hereto in the 7th 
 column thereof, being the amount of the final dividend and interest due 
 to them in respect of their said debts. And that it may be referred to 
 the proper taxing-master to tax the costs, charges, and expenses of the 
 liquidator of this liquidation as between solicitor and client, &c. 
 
 The Schedule above referred to. 
 
 No. 153: 
 
 Summons 
 to pay 
 dividend 
 and to 
 arrange 
 for dis- 
 puted 
 claim. 
 
 No. 154. 
 
 Summons 
 to pay 
 final 
 dividend. 
 
 No. 
 
 Names of 
 Creditors. 
 
 Total due 
 on the 
 day of 
 
 Dividend 
 of in 
 
 £ paid on 
 account. 
 
 Balance 
 due. 
 
 Interest up 
 to, &c. 
 
 Total. 
 
 [Title, &C, No. 1.] 
 
 1. That the statement contained in the paper writing now produced 
 and shewn to me and marked with the letter A. is correct and true, and 
 shews that after making due provision for the costs of the wiuding up of 
 the above-named company there remains a sum of £ 
 
 2. The amount of claims allowed by the chief clerk's certificate is 
 £ 
 
 3. Besides the claims included in the said certificate there are other 
 claims that may be proved against the company to the extent of £ , 
 or thereabouts. 
 
 4. The aforesaid sum of £ is sufficient to pay a dividend of 
 
 in the £ on the amount of the claims under the certificate and 
 also on the claims yet to be proved against the company. 
 
 5. I consider that the dividend to be declared should be at the rate of 
 
 in the £ on the aforesaid sum of £ 
 
 No. 155. 
 
 Affidavit 
 of liqui- 
 dator as to 
 dividend. 
 
 [Title.'] 
 Approximate Statement of Affairs to day of 
 
 Liabilities. Assets. 
 
 No. 156. 
 
 The ex- 
 hibit 
 to the 
 preceding 
 affi davit.
 
 554 
 
 Forms. 
 
 No. 157. 
 
 Order for 
 payment 
 of divi- 
 dends and 
 to retain 
 some. 
 
 that the liquidator of the said company do declare a dividend 
 of in the £ upon the debts certified to be due from the above- 
 
 named company by the said chief clerk's certificate dated, &c. And that 
 the said liquidator do pay or apply the several sums set out in the 
 column of the schedule hereunder written being the amount of the 
 dividend of in the £ upon the amount of the debts set out in the 
 
 column of the said schedule in manner following, that is to say, 
 in payment to the several creditors whose names are set out in the 
 
 column of the said schedule of the several sums set opposite their 
 respective names in the column of the said schedule and by re- 
 
 taining the several sums set opposite the respective names of the said 
 creditors in the and last column of the said schedule in payment 
 
 or on account of the several sums set out in the column of the 
 
 said schedule opposite the respective names of the said creditors and due 
 from them respectively as contributones of the said company. 
 Schedule, &c. 
 
 No. 158. 
 
 [Title No. 1.] 
 
 Sir, 
 
 Notice to Upon application at my office, No. Street, Middlesex, on or 
 creditor to a f ter tne instant, between the hours of ten and four o'clock, you 
 
 may receive a cheque for the amount of your debt, allowed in this 
 matter as under : — 
 
 Principal . . . . . . £ 
 
 Interest . . . . . . £ 
 
 Costs of proof . . . . . £ 
 
 Total £ 
 
 attend to 
 
 receive 
 
 debt. 
 
 If you cannot attend personally, the cheque will be delivered to your 
 order, upon your filling up and signing the subjoined form. 
 
 The bills or securities (if any) held by you must be produced at the 
 time of such application. 
 
 Dated this day of 18 . 
 
 I am, &c, 
 
 H. J. L., Liquidator. 
 To Mr. S. T. 
 
 [Form of Order.] 
 Sir, 
 
 flease to deliver to \V. R. the cheque for £ referred to 
 
 in the above letter as payable to me. 
 
 S. T., 
 
 Creditor. 
 
 To Mr. H. J. L., Liquidator j 
 of the Company. J
 
 Forms. 
 
 555 
 
 CONTRIBUTORIES. 
 
 [Title No. 1.] (45.) 
 
 1. [The paper writing now produced and shewn to me, and marked 
 with the letter A, contains (a).] [The following is] a list of the con- 
 tributories of the said company, made out by me from the books and 
 papers of the said company, together with their respective addresses and 
 the number of shares [or extent of interest] to be attributed to each 
 [and such list is, to the best of my knowledge, information, and belief, 
 a true and accurate list of the contributors (if the said company (a)] 
 so tar as I have been able to make out or ascertain the same. 
 _ 2. In [I have in (a)] the first part of the list, [marked A., dis- 
 tinguished (a)] the persons who are contributories in their own right 
 [are distinguished]. 
 
 3. In [I have in (a)] the second part of the said list [marked A., 
 distinguished (a)] the persons who are contributories as bein^ represen- 
 tatives of, or being liable to the debts of others [are distinguished]. 
 
 [Sworn, &e. (a).l 
 [A (a)] 
 
 [This list of contributories marked A. was produced and shewn to 
 R. P. H., and is the same list of contributories as is referred to in his 
 affidavit sworn before me this day of 189 . 
 
 W. B., &c. (a).] 
 
 First Part. — Contributories in their own right. 
 
 No. 159. 
 
 List of 
 contribu- 
 tories to 
 be made 
 out by 
 liquidator. 
 
 [Affidavit 
 in support 
 of list of 
 contribu- 
 tories (a).] 
 
 [List of 
 contri- 
 butories 
 referred to 
 in pre- 
 ceding 
 form (a),] 
 
 Serial 
 No. 
 
 Name. 
 
 Address. 
 
 Description. 
 
 In what 
 Character 
 included. 
 
 Number 
 
 of Shares [or 
 
 extent of 
 
 Interest]. 
 
 Second Part. — Contributories as being representatives of, or liable 
 to the debts of others. 
 
 Serial 
 No. 
 
 Name. 
 
 Address. 
 
 Description. 
 
 In what 
 Character 
 included. 
 
 Number 
 
 of Shares [or 
 
 extent of 
 
 Interest]. 
 
 [Title No. 1.] (46.) 
 
 [Take notice that I, , the liquidator of the above-named com- 
 
 pany, have] [[name of judge] has (a)] appointed the day of 
 
 189 , at of the clock in ttie noon, at (V) , in the 
 
 county of , [at his chambers, at, &c. (a)] to settle the list of the 
 
 contributories of the above-named company [made out and left at the 
 chambers of the said judge by the liquidator of the said company and 
 (a)] [made out by me, pursuant to the Companies Acts, 1862 to 1890, 
 ana the rules thereunder, and that] you are included in such list in the 
 character and for the number uf shares [or extent of interest] stated 
 
 (a) The words in the thick brackets 
 are used in windings-up under the Act 
 
 of 1862, by the Gen. 0. 1862. 
 (6) Insert place of appointment. 
 
 No. 160. 
 
 Notice to 
 contri- 
 butories 
 of appoint- 
 ment to 
 settle list.
 
 556 
 
 Forms. 
 
 No. 160. below; and if no sufficient cause is shown by you to the contrary at the 
 
 time and place aforesaid, the list will be settled [by the said judge (a)] 
 
 including you therein. 
 
 Dated this day of 189 . 
 
 Liquidator. 
 To Mr. A. B. [and to Mr. C. D., j 
 his solicitor.] / 
 
 No. on 
 List. 
 
 Name. 
 
 Address. 
 
 Description. 
 
 In what 
 Character 
 included. 
 
 Number 
 
 of Shares [or 
 
 extent of 
 
 Interest]. 
 
 No. 161. 
 
 Affidavit 
 of service 
 of notice 
 to contri-" 
 butory. 
 
 [Title No. 1.] (50.) 
 
 1. The first six columns of the schedule now produced and shewn to 
 me, and marked with the letter A., contain a true copy of the list of 
 contributories of the said company, made out [and left at the chambers 
 of [the judge] (a)] by the liquidator of the company on the day of 
 
 189 , and now on the file of proceedings of the said company, as 
 I know from having on the day of 189 , examined and com- 
 
 pared the said schedule with the said list [and I have in the seventh 
 column of the said schedule marked A., set forth the names and addresses 
 of the solicitors who have entered appearances for any of the contributories 
 named in the said list (a)]. 
 
 2. I did on the day of 189 , in the manner hereinafter 
 mentioned, serve a true copy of the notice now produced and shewn to 
 me and marked B., upon each of the respective persons whose names, 
 addresses, and descriptions appear in the second, third, and fourth columns 
 of the said schedule marked A., except that in the tabular form at the 
 foot of such copies respectively I inserted the number on list, name, 
 address, description, in what character included, and number of shares 
 [or extent of interest] of the person on whom such copy of the said notice 
 was served, in the same words and figures as the same particulars are set 
 forth in the said schedule marked A. 
 
 3. I served the said respective copies of the said notice, by putting 
 such copies respectively, duly addressed to such persons respectively \or 
 their solicitors (a)], according to their respective names and addresses 
 appearing in the said schedule marked A., and with the proper postage- 
 stamps affixed thereto, as prepaid letters into the Post Office Receiving 
 House, No. , in street, in the county of , between the hours 
 of and of the clock, in the noon of the day of 
 
 189 . 
 
 No. 16?. 
 
 Schedule 
 referred 
 to in 
 
 preceding 
 form. 
 
 A. (51.) 
 
 This schedule marked A. was produced and shewn to W. S., and is the 
 same schedule as is referred to in his affidavit sworn before me this 
 day of 189. 
 
 W. B., &c. 
 
 (a) The words in the thick brackets of 1862, by the Gen. 0. 1862. 
 are used in windings-up under the Act
 
 Forms. 
 
 557 
 
 Number 
 on List. 
 
 Name. 
 
 Address. 
 
 Description. 
 
 In what 
 Character 
 included. 
 
 Number of 
 
 Shares 
 [or extent of 
 Interest]. 
 
 V 
 
 Names and Addresses 
 of Solicitors who have 
 entered appearances, 
 and been served with 
 a copy of the notice 
 referred to in the 
 Affidavit of W. S. to 
 which this schedule 
 is an exhibit (a). J 
 
 No. 162. 
 
 [Title No. 1.] (49.) 
 
 1. The following is a list of persons who, since making out the list of 
 contributories herein, dated the day of 189 , I have ascer- 
 tained are, or have been, holders of shares in [or members of] the above- 
 named company, and to the best of my judgment are contributories of 
 the said company. 
 
 2. The said supplemental list contains the names of such persons, 
 together with their respective addresses and the number of shares [or 
 extent of interest] to be attributed to each. 
 
 3. In the first part of the said list such of the said persons as are 
 contributories in their own right are distinguished. 
 
 4. In the second part of the said list such of the said persons as are 
 contributoiies as being representatives of, or being liable to the debts of 
 others, are distinguished. 
 
 [The supplemental list is to be made out in the same form as the 
 original list.] 
 
 No. 163. 
 
 Supple- 
 mental list 
 of contri- 
 butories 
 under Act 
 of 1890. 
 
 [Title, &c, No. 1.] 
 
 1. Since leaving at the chambers of the judge the list of the con- 
 tributories in this matter, on the day of 18 , it has come 
 to my knowledge that the several persons whose names are set forth in 
 the supplemental list of contributories now produced and shewn to me, 
 and marked with the letter B., are, or have been holders of shares in [or 
 members of] the said company, and to the best of my judgment, informa- 
 tion, and belief, such persons are contributories of the said company. 
 
 2. The said supplemental list marked B. contains the names of such 
 persons, together with their respective addresses, and the number of 
 shares [or extent of interest] to be attributed to each ; and such list is, 
 to the best of my knowledge, information, and belief, true and accurate. 
 
 3. I have, in the first part of the said list marked B., distinguished such 
 of the said persons as are contributories in their own right. 
 
 4. I have, in the second part of the said list marked B., distinguished 
 such of the said persons as are contributories as being representatives of, 
 or being liable to the debts of others. 
 
 (a) The words in the thick brackets 
 are used in windings-up under the Act 
 
 of 1862, by the Gen. 0. 1862. 
 
 No. 164. 
 
 Supple- 
 mental 
 list of 
 contribu- 
 tories and 
 affidavits 
 in support 
 under Act 
 of 1862.
 
 558 
 
 Forms. 
 
 B. 
 No. 165. 
 
 [Title No. 1.] 
 
 mental This supplemental list of contributories marked B. was produced and 
 
 list of con- shewn to H.J. L., and is the same supplemental list of contributories 
 
 tributories as is referred to in bis affidavit, sworn belore me this day of 
 
 referred 18 . 
 
 to in pre- W. B., &c. 
 
 ceding [TJie supplemental list is to be made out in the same form as the 
 
 form. original list, see form supra. J 
 
 No. 166. 
 
 Certificate 
 of liqui- 
 dator 
 [chief 
 clerk (n)3 
 of final 
 settlement 
 of the list 
 of contri- 
 butories. 
 
 [Title No. 1.] (47.) 
 
 [Pursuant to the Companies Acts, 1862 to 1890, and to the rules made 
 thereunder, I, the undersigned, being the liquidator of the above-named 
 company], [In pursuance of the directions given to me by [name of judge], 
 I (a)] hereby certify that the result of the settlement of the list of con- 
 tributories of the above-named company [made out and left at the 
 chambers of the said judge by the official liquidator of the said company 
 on the day of 18 , pursuant to the above statute and the 
 
 general order of this Court in that behalf (a)], so far as the said list has 
 been settled, up to the date of this certificate, is as follows : — 
 
 1. The several persons whose names are set forth in the second column 
 of the First Schedule hereto have been included in the said list of con- 
 tributories as contributories of the said company in respect of the number 
 of shares [or extent of shares] set opposite the names of such contributories 
 respectively in the said schedule. 
 
 I have, id the first part of the said schedule, distinguished such of the 
 said several persons included in the said list as are contributories in their 
 own right. 
 
 I have, in the second part of the said schedule, distinguished such of 
 the said several persons included in the said list as are contributories as 
 being representatives ot or being liable to the debts of others. 
 
 2. The several persons whose uames are set forth in the second column 
 of the Second Schedule hereto have been excluded from the said list of 
 contributories. 
 
 3. I have, in the seveuth column of the said First and Second Schedules, 
 set forth opposite the name of each of the several persons respectively the 
 date when such person was included in or excluded from the said list of 
 contributories (b). [The evidence produced, &c. (a).} 
 
 4. Before settling the said list, I was satisfied bj r the affidavit of 
 W. S. , clerk to , duly filed with the proceedings herein, 
 that notice was duly sent by post to each of the persons mentioned in the 
 said list, informing him that he was included in each list in the character 
 and for the number of shares [or extent of interest] stated therein, and of 
 the day appointed for finally settling the said list. [This last paragraph 
 is to be used tinder the Act of 1690.] 
 
 (a) The words in the thick brackets 
 are used in windings-up under the Act 
 of 1862, by the Gen. O. 1862. 
 
 (b) If there are persons alleged to 
 
 be contributories, but their cases have 
 not yet been adjudicated on, add a 
 paragraph to this effect, and also a 
 third schedule.
 
 Forms. 
 
 559 
 
 The First Schedule above referred to. 
 First Part. — Contributories in their own right. 
 
 No. 166. 
 
 Serial 
 No. in 
 List. 
 
 Name. 
 
 Description. 
 
 In what 
 Character 
 included. 
 
 Number 
 
 of Shares [or 
 
 extent of 
 
 Interest]. 
 
 Date when 
 
 included 
 
 in the List. 
 
 Second Part. — Contributories as being Eepresentatives of or liable to 
 the Debts of others. 
 
 Serial 
 No. in 
 List. 
 
 Name. 
 
 Address. 
 
 Description. 
 
 In what 
 Character 
 included. 
 
 Number 
 
 of Shares [or 
 
 extent of 
 
 Interest]. 
 
 Date when 
 
 included 
 
 in the List. 
 
 The Second Schedule above referred to. 
 
 Serial 
 No. in 
 List. 
 
 Address. 
 
 Description. 
 
 In what 
 
 Character 
 
 proposed to be 
 
 included. 
 
 Number 
 
 of Shares [or 
 
 extent of 
 
 Interest]. 
 
 Date when 
 
 excluded 
 
 from the List. 
 
 Dated this 
 
 day of 
 
 , 189 . 
 (Signed) 
 
 Liquidator. 
 
 [Approved 
 
 ) 
 
 
 the day of 
 
 18 .] 
 
 [G. H., Chief Clerk (a).] 
 
 (a) 
 
 J 
 
 
 [Title No. 1.] (48.) 
 
 Take notice that I, , the liquidator of the above-named company, 
 
 have, by certificate dated the day of 189 , under my hand, 
 
 finally settled the list of contributories of the said company, and that you 
 are included in such list in the character and for the number of shares [or 
 extent of interest] stated below. 
 
 Any application by you to vary the said list of contributories, or that 
 your name may be excluded therefrom, must be made by you to the Court 
 within 21 days from the service on you of this notice, or the same will 
 not be entertained. 
 
 The said list may be inspected by you at my office at (b) on any 
 
 day between the hours of 
 Dated this day of 
 
 and 
 189 
 
 (Signed) 
 
 To Mr. 
 
 [or to Mr. 
 his solicitor]. 
 
 Liquidator. 
 
 No. in 
 List. 
 
 Description. 
 
 In what 
 Character 
 included. 
 
 Number 
 
 of Shares [or 
 
 extent of 
 
 Interest]. 
 
 (a) The words in the thick brackets 
 are used in windings-up under the Act 
 
 of 1 862. by the Gen. 0. 1862. 
 (b) State address. 
 
 No. 167. 
 
 Notice to 
 contri- 
 butory of 
 final 
 
 settlement 
 and that 
 name 
 included.
 
 560 
 
 Forms. 
 
 No. 168. 
 
 Summons 
 to strike 
 name off 
 
 list. 
 
 [Title, &c, Nos. land 3.] 
 that the name of the said A. B. may be struck off the list of 
 contributories of the said company as a contributory in respect of 
 shares, and that the costs of this application may be paid by the 
 liquidator of the said company. 
 
 No. 169. 
 
 Another 
 form. 
 
 [Title, &c, Nos. 1 and 3.] 
 that the name of A. B., of, &c, may be removed from the list of 
 contributories of the above-meutioned company, and that all proceed- 
 ings against the said A. B. under an order dated the day of 
 18 , and made in the above matters may be stayed, and that the 
 liquidator of the above-named company may be ordered to pay the costs 
 of this application. 
 
 No. 170. 
 
 Summons 
 to vary 
 by adding 
 other 
 parties. 
 
 [Title, &c, Nos. 1 and 3.] 
 That the list of contributories of the said company may be varied by 
 placing C. D., of, &c, upon such list as a member in class (A) in respect 
 of shares in the place and stead of A. B., who>-e name now appears 
 
 upon the said list as a contributory in respect of such shares, and that 
 such consequential directions may be given and alterations or directions 
 made in the said certificate as may be necessary, and that the costs, &c. 
 [see last form]. 
 
 No. 171. [Title No. 1.] (52.) 
 
 Order on Upon the application of W. N. to review or vary the list of con- 
 
 applica- tributories of the said company in respect of the inclusion of the said 
 
 tion to W. N. therein, and that his name may be excluded therefrom [or, as 
 
 vary list, the case may be], and upon hearing, &c, and upon reading, &c, It is 
 
 Ordered, That the name of the said W. N. be excluded from the said 
 
 list of contributories, or may be included in the said list of contributories 
 
 for shares, [or as the case may be] [or the Court [judge (a)] doth 
 
 not think fit to make any order on the said application, except that the 
 
 said W. N. do pay to the liquidator of the said company his costs of 
 
 this application, to be taxed by in case the parties differ]. 
 
 No. 172. 
 
 Summons 
 to bring 
 actions 
 against 
 contri- 
 hutories 
 with view 
 to bank- 
 ruptcy (c). 
 
 [Title, &c, Nos. 1 and 3.] 
 
 that H. J. L., the liquidator of, &c, be at liberty to bring and 
 prosecute actions against the several persons following, that is to 
 
 say being contributories of the above-named company (b) for, &c. 
 
 (a) The words in the thick brackets 
 are used in windings-up under the Act 
 of 1862, by the Gen. O. 1862. 
 
 (b) As to the necessity of this course, 
 in order to institute bankruptcy pro- 
 ceedings, see ante, p. 187. 
 
 (c) If necessary, leave should be asked 
 to apply to the judge without further 
 summons for liberty to bring and prose- 
 cute actions against contributories be- 
 yond the above-named persons.
 
 Forms. 
 
 561 
 
 And that the said H. J. L. he at liberty to commence bankruptcy pro- 
 ceedings if so advised against those of the said several con- 
 tributories against whom he may obtain judgments, and to postpone 
 the commencement of proceedings against such of them as he may think 
 advisable so as to be guided as regards them by the result of the 
 proceedings taken against the others. And that the costs, &c. 
 
 No. 172. 
 
 [Title, &c, Nos. 1 and 3.] No. 173. 
 
 that H. J. L., the liquidator of, &c, be at liberty to take proceed- 
 ings either by execution or judgment debtor summons or otherwise as 
 he may be advised to enforce payment of the amount due from C. D., 
 a contributory of the company under the order dated the day of 
 
 . And that the costs of and incident to this application, and of execution, 
 any proceedings to be taken by virtue of the order to be made hereon, &c. 
 be costs in the winding-up and paid out of the assets of the company. 
 
 Summons 
 to take 
 proceed- 
 ings by 
 
 [Title, Ac, Nos. 1 and 3.] 
 
 that all debts due and owing or accruing due from A. B., of, &c, 
 to C. D., of, &c, a contributory of the above-named company, be attached, 
 to answer an order made against the said C. D., on the day of 
 
 . And that the said A. B., his solicitor or agent attend at the 
 chambers of, &c, situate, &c, on, &c, at, &c, to shew cause why he should 
 not pay to E. F., of, &c, the liquidator of the said company, the debt due 
 from him to the said C. D., or so much then of as may be sufficient 
 to satisfy the amount due from the said 0. D., under the said order of 
 the, &c. 
 
 No. 174. 
 
 Summons 
 to attach 
 debts due 
 to a con- 
 tributory. 
 
 [Title, &c, Nos. 1 and 3.] No. 175. 
 
 that the shares in the Company, Limited, standing 
 
 in the name of A. B., stand charged with the payment to C. D., of, &c, 
 the liquidator of the above-named company of the sum of £ in 
 
 the said order dated the, &c, mentioned, and interest thereon at the rate 
 of £4 per cent, per annum, from the, &c, until payment. And that the 
 said Company, Limited, be restrained from permitting a transfer of butory 
 
 the said shares by the said A. B., and that the costs, &c. 
 
 Summons 
 for order 
 charging 
 shares of 
 contri- 
 
 [Title, &c, Nos. 1 and 3.] jj ^q 
 
 that H. J. L., the liquidator of the above-named company, be at 
 
 liberty out of the assets of the s-aid company to pay the several sums Summons 
 mentioned in the 7th column of the schedule hereto to the persons to pay 
 mentioned in the 2nd column, being a return of per share to such 
 
 persons as contrihutories of the said company after deducting the several 
 sums due from them to the said company mentioned in the column 
 
 of such schedule. [And that the liquidator be at liberty to comprise in 
 one cheque all such of the said amounts as do not exceed £10, he by his 
 solicitor undertaking to distribute the proceeds amongst the parties 
 entitled thereto.] 
 
 E.W. 2 
 
 dividend 
 to contri- 
 butories.
 
 562 
 
 Forms. 
 
 No. 176. 
 
 No. on 
 List. 
 
 The Schedule before referred to. 
 Contributories holding fully paid shares. 
 
 Name. 
 
 Address and 
 Description. 
 
 Number 
 of Shares. 
 
 Amount of 
 
 return of 
 
 t. d. per 
 
 share. 
 
 Amount of 
 indebtedness. 
 
 Amount 
 to be 
 paid. 
 
 No. 177. 
 
 Notice of 
 return to 
 contribu- 
 tories. 
 
 (72a.) 
 
 If this return be not claimed within six months, application made 
 thereafter must bear a Is. Companies (Winding-up) stamp, when the 
 amount applied for does not exceed £1, or a 2s. Gd. stamp when the 
 amount exceeds £1. 
 
 [Please bring this warrant with you.] 
 
 [Title No. 1.] 
 
 Return of £ per share. 
 
 Board of Trade, 
 
 Department of the Official Receivers iu Companies Liquidation, 
 
 33, Carey Street, Lincoln's Inn, London, W.C., 
 
 189 . 
 Notice is hereby given, that a return of per share has been 
 
 declared in this matter, and that the same may be received at my office, 
 as above, on the day of 189 , or on any subsequent 
 
 day, except Saturday, between the hours of ten and two. 
 
 Upon applying for payment, this notice must be produced entire. If 
 you do not attend personally, you must fill up and sign the subjoined 
 Forms of Receipt and Authority, when a cheque or money order payable 
 to your order will be delivered to the bearer. 
 
 C. J. STEWART, 
 To Senior Official Receiver and Liquidator. 
 
 Receipt. 
 
 No. 189 . 
 
 Received of the Official Receiver and Liquidator in this matter the 
 sum of pounds shillings and peoce, being the amount 
 
 payable to in respect of the return of per share 
 
 held by in this company. 
 
 ( Contributory' s signature?) 
 
 £ : : 
 
 Sir, 
 
 Authority. 
 
 the cheque or money order for the return 
 
 ( Contributory s signature.) 
 
 Please deliver to (a) 
 payable to in this matter. 
 
 To the Official Receiver and Liquidator. 
 
 (a) Insert the name of the person mv • , „ -, - , .. . . 
 
 V"-\ XU0Cl " t * ** _£. risk, if vou wish it sent to j-ou m 
 
 who is to receive the cheque or money our ' - J 
 
 order, or the words "— e by post, at that way.
 
 Forms. 
 
 563 
 
 CALLS. 
 
 [Title, &c, No. 3.] 
 
 that the several persons named in the second column of the 
 schedule hereto being respectively contributories of the above company 
 do on or before, &c, or subsequently within four days after service of 
 the order to be made hereon, pay to A. B., the liquidator of the said 
 company, at, &c, the several sums of money set opposite to their re- 
 spective names in the 7th column of the said schedule hereto, being the 
 amounts due from the said several persons respectively in respect of 
 arrears of calls on the shares in the said company held by them re- 
 spectively, and that the said several persons do also pay to the said 
 A. B. at the same time and place interest at the rate of £5 per cent, per 
 annum on the respective amounts specified in the said 7th column of 
 the said schedule hereto from the time when each of such calls became 
 due as mentioned in the Cth column of the said schedule hereto until 
 payment, and that the said several persons do also pay to the said A. B. 
 at the same time and place the costs of this application mentioned in 
 the 8th column of the said schedule. 
 
 The Schedule above referred to. 
 
 No. 178. 
 
 Summons 
 for calls 
 due before 
 winding- 
 up (a). 
 
 No. on 
 List. 
 
 Name. 
 
 Descrip- 
 tion. 
 
 Tn what 
 Character. 
 
 Date 
 
 when 
 
 calls due. 
 
 Amount 
 due 
 
 exclusive 
 of Interest. 
 
 Amount 
 due for 
 
 C0St8. 
 
 [Title.] 
 
 Take notice that a meeting of the committee of inspection of the 
 above company will be held at on the (b) day of 
 
 189 , at o'clock in the noon, for the purpose of considering 
 
 and obtaining the sanction of the committee to a call of £ per 
 
 share proposed to be made by the liquidator on the contributories. 
 
 Annexed hereto is a statement shewing the necessity for the proposed 
 call and the amount required. 
 
 Dated this day of 189 . 
 
 (Signed) 
 
 Liquidator. 
 
 No. 179. 
 
 Notice to 
 committee 
 of inspec- 
 tion of 
 meeting 
 to sanction 
 proposed 
 call. 
 
 STATEMENT. 
 
 1. The amount due in respect of proofs admitted against the company, and the 
 estimated amount of the costs, charges, and expenses of the winding up, form in 
 the aggregate the sum of £ or thereabouts. 
 
 2. The assets of the company amount in value to the sum of £ 
 
 There are no other assets, except the amounts due from certain of the contributories 
 to the company, and in my opinion it will not be possible to realize in respect of 
 the said amounts more than £ 
 
 3. The list of contributories has been duly settled, and persons have been settled 
 on the list in respect of the total number of shares. 
 
 4. For the purpose of satisfying the several debts and liabilities of the company, 
 
 (a) This form can easily be altered 
 to a notice of motion. 
 
 (6) To be a date not less than seven 
 
 days from the date when the notice 
 will in course of post reach the person 
 to whom it is addressed.
 
 564 
 
 Forms. 
 
 No. 179. and of paying the costs, charges, and expenses of the winding-up, I estimate that 
 
 a sum of £ will be required in addition to the amount of the company's 
 
 assets hereinbefore mentioned. 
 
 5. In order to provide the said sum of £ it is necessary to make a call 
 
 on the contributories, and having regard to the probability that some of them 
 will partly or wholly fail to pay the amount of the call, I estimate that for the 
 purpose of realizing the amount required it is necessary that a call of £ 
 per share should be made. 
 
 (Annex tabular statement skewing amounts of debts, costs, $c, and of assets.) 
 
 No- 180- (55.) 
 
 Advertise- Ln the matter of, &c. 
 
 merit for Notice is hereby given that the undersigned liquidator of the above- 
 
 local paper named company proposes that a call should be made on all the con- 
 of meeting tributories of the said company [or as the case may be] of £ per 
 
 of com- share, and that he has summoned a meeting of the committee of 
 mittee. inspection of the company to be held at , on the day of 
 
 189 , at o'clock in the noon, to obtain their sanction 
 
 to the proposed call. 
 
 Each contributory may attend the meeting and be heard, or make any 
 communication in writing to the liquidator or the members of the com- 
 mittee of inspection to be laid before the meeting in reference to the 
 intended call. 
 
 A statement shewing the necessity of the proposed call, and the 
 purpose for which it is intended, may be obtained on application to the 
 liquidator at his office at (a). 
 
 (Signed) 
 
 Liquidator. 
 Dated this day of 189 . 
 
 No. 181. (56.) 
 
 . Resolved, that a call of £ per share be made by the liquidator on 
 
 Kesolution a q t j ae contributories of the company [or as the case may be], 
 
 of . com - (Signed) 
 
 mittee Members of the Committee 
 
 sanction- f T 
 
 ot Inspection. 
 
 ing call. 
 
 Dated this 
 
 day of 
 
 189 
 
 No. 182. 
 
 Notice of 
 call sanc- 
 tioned by 
 committee 
 to contri- 
 butory. 
 
 (57.) 
 
 In the matter, &c. 
 Take notice that the committee of inspection in the winding up of 
 this company have sanctioned a call of £ per share on all the 
 
 contributories of the company. 
 
 The amount due from you in respect of the call is the sum of 
 £ . This sum should be paid by you direct to me at my office 
 
 («) on or before the day of 189 . 
 
 Dated this day of 189 . 
 
 Liquidator. 
 To Mr. 
 
 (a) Insert address.
 
 Forms. 
 
 565 
 
 [Title No. 1.] (59.) 
 
 1. I have, in the schedule now produced and shewn to me, and marked 
 with the letter A., set forth a statement shewing the amount due in 
 respect of the debts [proved and admitted] [allowed (a)] against the said 
 company, and the estimated amount of the costs, charges, and expenses 
 of and incidental to the winding up the affairs thereof, and which several 
 amounts form in the aggregate the sum of £ or thereabouts. 
 
 2. I have also in the said schedule set forth a statement of the assets 
 in hand belonging to the said company, amounting to the sum of 
 £ and no more. There are no other assets belonging to the said 
 company, except the amounts due from certain of the contributories of 
 the said company, and, to the best of my information and belief, it will 
 be impossible to realize in respect of the said amounts more than the sum 
 of £ or thereabouts. 
 
 3. [ persons have been settled by me] [It appears by the chief 
 clerk's certificate, dated the day of 18 , that persons 
 have been settled («)] on the list of contributories of the said company 
 in respect of the total number of shares. 
 
 4. For the purpose of satisfying the several debts and liabilities of the 
 said company, and of paying the costs, charges, and expenses of and 
 incidental to the winding up the affairs thereof, I believe the sum of 
 £ will be required in addition to the amount of the assets of the 
 said company mentioned in the said Schedule A. and the said sum of 
 £ 
 
 5. In order to provide the said sum of £ , it is necessary to 
 make a call upon the several persons who have been settled on the list 
 of contributories as before mentioned, and, having regard to the pro- 
 bability that some of such contributories will partly or wholly fail to 
 pay the amount of such call, I believe that for the purpose of realizing 
 the amount required as before mentioned, it is necessary that a call of 
 £ per share should be made (b). 
 
 No. 183. 
 
 Affidavit 
 of liqui- 
 dator in 
 support of 
 proposal 
 for call. 
 
 [Title, (fee, No. 1.] 
 
 1. I am the liquidator of the above-named company, and from in- 
 spection of the books and papers in my possession, I am able to depose to 
 the following facts : — 
 
 2. The exhibit marked " " now produced and shewn to me at 
 
 the time of swearing this my affidavit, is a copy of the memorandum and 
 articles of association. By article — of such articles of association it is 
 provided as follows : — 
 
 " Any member whose shares shall have been forfeited shall, notwith- 
 standing, be liable to pay to the company all calls owing upon such shares 
 at the time of forfeiture and interest thereon." 
 
 3. C. D., of, &c, on the day of 18 , applied for 
 shares in the above-named company, which said shares were allotted to 
 him on the day of 18 . 
 
 4. A call of £ per share was made on the day of 
 
 18 , on the said C. D. in respect of the said shares ; on the day of 
 
 the said C. D. paid the sum of £ on account of such call, 
 
 No. 184. 
 
 Affidavit 
 of liqui- 
 dator in 
 support of 
 summons 
 for pay- 
 ment of 
 calls in 
 respect of 
 shares 
 forfeited, 
 &c. 
 
 (a) The words in the thick brackets 
 are used in windings-up under the Act 
 of 1862, by the Gen. 0. 1862. 
 
 (b) If there are disputed cases with 
 
 contributories ppnding, it should be 
 shewn that they would not prevent 
 the necessity of the call.
 
 566 
 
 Forms. 
 
 No. 184. but having neglected to pay the balance of the said call the said shares 
 
 were forfeited, as appears by a minute of the day of 18 . 
 
 There was then due and owing from the said C. D. the sum of £ , 
 
 and there is now due and owing from the said C. D. in respect of the 
 said shares the said sum of £ , and also the sum of £ , being 
 
 interest thereon at the rate of £ per cent, per annum from the 
 
 said day of 18 , up to the present time. 
 
 5. E. F. of, &c, on the day of 18 , had shares in 
 
 the above-named company transferred to him from G. H., and the said 
 E. F., on the day of 18 , had shares in the above- 
 
 named company transferred to him from I. K., making together with 
 the said shares shares in all ; and in consequence of the 
 
 non-payment of a call of £ per share by the said E. F., the said 
 
 shares were on the day of 18 , as appears by a 
 
 minute of that date, duly forfeited. There was then due from the said 
 E. F. in respect of such shares the sum of £ , and there is now 
 
 due from him the said sum of £ , together with the sum of 
 
 £ , being the amount of interest thereon due at the rate of 
 
 £ per cent, per annum from the said day of 18 . 
 
 No. 185. 
 
 Summons 
 for call 
 by instal- 
 ments. 
 
 [Title, (fee, Nos. 1 and 3.] 
 
 that a call of £ per share be made on all the contributories 
 
 of the above-named company other than upon the contributories, &c. 
 [here state exceptions.] And that such call be paid in two instalments of 
 £ per share, the first instalment of £ per share on, &c, and 
 
 the second instalment of £ per share on, &c. And that in the 
 
 event of any of the said contributories not paying the said first instal- 
 ment of the call on the said, &c, then that the full call of £ per 
 share be paid by the said contributories making such default on or 
 before the, &c. And that such two instalments as aforesaid be paid 
 respectively on or before the days above mentioned by each such 
 contributory to the account of, &c. And that the costs, &c. 
 
 No. 186. 
 
 Advertise- 
 ment of 
 intended 
 call. 
 
 [Title No. 1.] (60.) 
 
 [By direction of [name of judge] (a)], Notice is hereby given that the 
 (b) Court [said judge (a)j has appointed the day of 
 
 189 , at o'clock in the noon, at (c) , [his 
 
 chambers at, &c. (a)], to sanction a call on all the contributories of the 
 said company [or as the case may be], and that the liquidator of the said 
 company proposes that such call shall be for £ per share. All 
 
 persons interested are entitled to attend at such day, hour, and place, 
 to offer objections to such call. 
 
 Dated this day of 189 . 
 
 H. J. L., 
 
 Liquidator, 
 
 [Registrar (a).] 
 
 (a) The words in the thick brackets 
 are used in windings-up under the Act 
 of 1862, by the Gen. O. 18(52. 
 
 (6) Name of court. 
 
 (c) State place of appointment.
 
 Forms. 
 
 567 
 
 and 
 the 
 day 
 189 
 
 [Title No. 1.] (61.) No. 187. 
 
 Upon the application of the liquidator of the above-named company n^TT 
 1 upon reading [two orders dated the day of 18 and a call 
 
 day of 18 , the chief clerk's certificate dated the 
 
 of 18 (a)] the affidavit of the said liquidator, filed 
 
 and the exhibit marked A. therein referred to, aud an affidavit of 
 , filed 189 , it is ordered [that leave be given to the 
 
 liquidator to make a call] [that a call (a)] of £ per share [be 
 
 made (a)] on all the contributories of the said company [or as the case 
 may he]. And it is ordered that each such contributory do, on or 
 before the day of 189 , pay [into the Bank of England (a)] 
 
 to the [account of the («)] liquidator of the company (b) the 
 
 amount which will be due from him or her in respect of such call. 
 
 [Title No. 1.] (62.) 
 
 The amount due from you, in respect of the call made pursuant 
 
 to leave given by the within order, is the sum of £ , which sum is 
 
 to be paid by you to me as the liquidator of the said company at my 
 office [No. 33, Carey Street, Lincoln's Inn, London, W.C.]. 
 Dated this day of 189 . 
 
 To [Official Receiver and] Liquidator. 
 
 Moneys not sent by post can be paid in: — Every week-day, except 
 Saturday, from 10 to 4; on Saturdays, from 10 to 1. Bank-notes and 
 coin should not be sent by post. 
 
 All remittances, whether by cheque or Post Office Order, should be 
 crossed " Bank of England, Credit of Companies Liquidation Account." 
 
 No. 188. 
 
 Notice to 
 be served 
 with the 
 order 
 sanction- 
 ing a call. 
 
 [Title No. 1.] 
 
 The amount due from you, A. B., in respect of the call made by the 
 above [or within] order, is the sum of £ , which sum is to be paid 
 
 by you into the Bank of England, to the account mentioned in the said 
 order. You can pay the same in person, or through a banker or other 
 agent ; but this notice and copy order must be produced at the bank upon 
 such payment, and the cashier of the bank will, upon receiving the same, 
 deliver to you a certificate of the payment in, numbered , signed 
 
 by the said cashier. In order to prevent proceedings being taken against 
 you for non-payment, you must, immediately upon such payment in, 
 cause written notice of the payment, and of the date thereof, to be given 
 to me as the liquidator of the said company, at my office, No. Street, 
 
 in the county of Middlesex (c). 
 
 Dated this day of 18 . 
 
 R. P. H., Liquidator. 
 
 To Mr. A. B. 
 
 (a) The words in the thick brackets 
 are used in windings-up under the Act 
 of 1862, by the Gen. O. 1862. 
 
 (6) If it is intended to enforce the 
 order by fi. fa., see Leeds Banking Co. 
 
 (c) Sometimes a note is added that 
 interest will be charged on all calls 
 
 unpaid after a certain date. In case of 
 an adjournment, notice may also be 
 given, if the chief clerk consents in a 
 winding-up under the Act of 1862, that 
 application will be made to the judge 
 for a peremptory order in the event of 
 non-payment. 
 
 No. 189. 
 
 Notice to 
 be served 
 with order 
 for a call 
 under Act 
 of 1862.
 
 5G8 
 
 Forms. 
 
 No. 190. 
 
 Summons 
 for pay- 
 ment of 
 call (a;. 
 
 [Title, Ac, Nos. 1 and 3.] 
 
 On the application of A. B., the liquidator to the above-named 
 Company, that 0. D. of, &c, one of the contributories of the said company, 
 may be ordered, on or before the day of 18 [or, within four 
 
 days after service of this order], to pay into the Bank of England to the 
 account of the liquidator of the Company [or, to A. B., the liqui- 
 
 dator of the said company at, &c], the sum of £ , in respect of the 
 
 call of £ per share, made by [the order for call dated the day 
 
 of 18 ,] and interest thereon at the rate of 5 per cent, per annum 
 
 from the day of , and that he may be ordered to pay the 
 
 costs of and incidental to this application. 
 
 No. 191. 
 
 Affidavit 
 in support 
 of appli- 
 cation for 
 order for 
 payment 
 of call. 
 
 [Title No. 1.] (63.) 
 
 1. None of the contributories of the said company, whose names are 
 set forth in the schedule hereunto annexed, marked A., have paid or 
 caused to be paid the sums set opposite their respective names in the 
 said schedule, which sums are the amounts now due from them respec- 
 tively under the call of £ per share [duly made under the Com- 
 panies Acts, 1862 to 1890], [in pursuance of the order of the judge in 
 that behalf (&)] dated the day of 189 . 
 
 2. The respective amounts or sums set opposite the names of such con- 
 tributories respectively in such schedule are the true amounts due and 
 owing by such contributories respectively under the said call. 
 
 A. 
 
 The Schedule above referred to. 
 
 No. on 
 List. 
 
 Name. 
 
 Address. 
 
 Description. 
 
 In what Character 
 included. 
 
 Amount due. 
 
 
 
 
 
 £ s. d. 
 
 Note. — In addition to the above affidavit, an affidavit of the service 
 of the application for the call [Order and Notice (&)] will be required. 
 
 No. 192. 
 
 Balance 
 order for 
 payment 
 of calls, 
 including 
 married 
 women 
 contribu- 
 tories and 
 executors 
 ofdeceased 
 contribu- 
 tories. 
 
 [Title No. 1.] (64, 64a.) 
 
 Upon the application of , the liquidators of the above-named 
 
 company, by summons dated , and upon hearing and upon 
 
 reading the order dated , continuing the voluntary winding-up of 
 
 the above-named company subject to the supervision of the Court, the 
 certificate of the said of the settlement of the list of contributories 
 
 of the above-named company, dated , and an affidavit of, &c, it is 
 
 ordered that the several persons named in the second column of the 
 schedule hereto being respectively contributories of the said company, do, 
 on or before , or subsequently within seven days after service of 
 
 (a) See form of order for payment of 
 call, No. 192. 
 
 (6) Tbe words in the thick brackets 
 
 are used in windings-up under the Act 
 of 1862, by the Gen. O. 1862.
 
 Forms. 
 
 569 
 
 this order, pay to the applicants the said , as such liquidators as No. 192. 
 
 aforesaid, at their offices, , in the City of London, the several sums 
 
 of money set opposite to their respective names in the sixth column of 
 the schedule hereto, such sums being the amounts due from the said 
 several persons respectively in respect of calls duly made. 
 
 And it is further ordered that the said several persons whose names 
 are set forth in the second column of the schedule hereto, do, within the 
 like period, pay to the said , as such liquidators as aforesaid, the 
 
 several sums set opposite to their respective names in the seventh column 
 of the schedule hereto, being the ascertained proportion of the costs 
 of this application properly payable by such several persons respec- 
 tively. 
 
 And it is further ordered that such persons do pay interest at the rate 
 of five pounds per cent, per annum on the amounts specified in the sixth 
 column of the schedule hereto, so due from them respectively from the 
 time appointed for payment of such calls to the time of actual payment. 
 
 And it is ordered that the respective sums set opposite to the respec- 
 tive names of the said several persons in the schedule hereto who are 
 respectively married women be payable out of their separate property 
 respectively as hereinafter mentioned and not otherwise. And it is 
 ordered that execution hereon against the said several persons who 
 are married women be limited to their separate property respectively, 
 not subject to any restriction against anticipation unless by reason of 
 Section 19 of the Married Women's Property Act, 1882, the property 
 shall be liable to execution notwithstanding such restraint. 
 
 And it is ordered that the several sums payable by named in the 
 
 said schedule hereto be paid by them out of the assets respectively of 
 , deceased, and , deceased, in their respective hands as legal 
 
 personal representatives respectively of the said and , deceased, 
 
 to be administered in a due course of administration if the said 
 respectively have in their hands so much to be administered. 
 
 And it is ordered that the remainder of the said application do stand 
 over. 
 
 The Schedule. 
 
 1. 
 
 Serial 
 No. on 
 List. 
 
 2. 
 
 Name and 
 Address. 
 
 3. 
 
 Descrip- 
 tion. 
 
 4. 
 
 In what 
 Character in- 
 cluded. 
 
 5. 
 
 No. of 
 
 Shares. 
 
 6. 
 
 Total 
 Amount of 
 Call due. 
 
 7. 
 
 Propor- 
 tion of 
 
 Costs. 
 
 Total Amount 
 
 due exclusive 
 
 of interest. 
 
 
 
 
 As a present 
 Member. 
 
 As Executrix 
 of J. B. 
 
 
 £ s. d. 
 
 £ s. d. 
 
 £ s. d. 
 
 Registrar. 
 
 Order to be endorsed as follows : — 
 
 If you, the said , neglect to obey this order by the time mentioned 
 
 therein, you will be liable to process of execution for the purpose of com- 
 pelling you to obey the same order.
 
 570 
 
 Forms. 
 
 No. 193. [Title, &c., No. 1.] (65.) 
 
 Affidavit 1- ^ c ^ on ^ e ^ a y °^ -^ ' P ersona ^y serve G. F., of 
 
 of service ' in t ^ le ' count y °f > & c -> Wltl1 an order made in this matter 
 
 of order ^ v *^is Court, dated the day of 189 , whereby it was ordered, 
 
 for pay- [ se ^ oui ^ le order] by delivering to and leaving with, the said G. F., at 
 ment of > in the county of , a true copy of the said order, and at 
 
 call. the same time producing and shewing unto him, the said G. F., the said 
 
 original order. 
 
 2. There was indorsed on the said copy when so served the following 
 words, that is to say, " If you, the under-meutioned [within named (a)"} 
 G. F. neglect to obey this order by the time mentioned therein [therein 
 limited (a)] you will be liable to process of execution [for the purpose 
 of compelling you to obey the same order (a)]." 
 
 No. 194. 
 
 Affidavit 
 of non- 
 payment 
 of money 
 directed to 
 be paid 
 into the 
 Bank of 
 England 
 under Act 
 of 1862. 
 
 [Title No. 1.] 
 1. G. F., the person named in an order made in this matter by [fill 
 in judge], dated the day of 18 , has not paid into the Bank 
 
 of England, to the account of the liquidator of the Company 
 
 the whole or any part of the sum of £ , as by the said order 
 
 directed. 
 
 [or, in case of several parties.] 
 
 1. None of the several persons whose names and addresses are set 
 forth in the schedule hereunder written, and who have respectively been 
 duly served with orders made in this matter by [fill in judge], of the 
 respective dates set opposite to their respective names in the said 
 schedule have paid into the Bank of England to the account of the 
 liquidator of the Company, the whole or any part of the several 
 sums of money set opposite to their respective names in the said schedule 
 hereunder written, as by the said orders respectively directed. 
 
 2. I am enabled to depose to such non-payment, by reason of my 
 having this day ascertained, by inquiry at the said bank, that such pay- 
 ment, [or, payments] has [or, have] not been made, and seen the certifi- 
 cate of payment in, numbered [or, several certificates of payment 
 in, the numbers whereof respectively are set forth in the sixth column 
 of the said schedule, opposite the names of the said respective persons, 
 being certificates] furnished by me to the cashier of the said bank for 
 delivery to the said G. F. [or, several persons respectively] upon such 
 payment [or, payments] being made, still in the hands of the cashier of 
 the said bank. No notice [or, notices] of such payment [or, payments] 
 having been made has [or, have] been given to me by the said G. F. [or, 
 several persons respectively]. 
 
 The Schedule above referred to. 
 
 Descrip- 
 tion. 
 
 Amount. 
 
 Date of Balance 
 Order. 
 
 Number of 
 Certificate. 
 
 (a) The words in the thick brackets 
 are used in windings-up under the Act 
 
 of 1862, by the Gen. 0. 1862.
 
 Forms. 
 
 571 
 
 [Title, &c, Nos. 1 and 3.] 
 
 that H. J. L. , the liquidator of the above-named company, may he 
 at liberty to bring and prosecute actions if necessary, and take all other 
 proper proceedings against the persons hereinafter mentioned, or such 
 of them as he may be advised, in respect of unpaid calls in arrear previous 
 to the said parties ceasing to be holders of shares in the above-named 
 company, and that the said persons may be ordered to pay the costs of 
 this application. 
 
 [The persons above referred to.] 
 
 No. 195. 
 
 Summons 
 for leave 
 to bring 
 actions to 
 enforce 
 calls. 
 
 [Title, &c, Nos. 1 and 3.] No. 196. 
 
 that A. B., of, &c, a contributory, as being a past shareholder " 
 
 of the above company, who ceased to be a member within a year before Summons 
 
 the commencement of the winding-up, do on or before the, &c, pay to j, 
 
 C. D., the liquidator of the said company, at, &c, the sum of, &c, being tributary 
 a call of, &c. 
 
 No. 
 M. 
 
 COMPKOMISES. 
 
 [Title No. 1.] 
 
 In the matter of , Limited, 
 
 holder of shares; liability £ 
 
 Questions to be answered by Shareholders desirous of compromising 
 amount due in respect of Calls. 
 
 1. What property do you possess ; and what is its nature and value to 
 the best of your knowledge and belief? 
 
 (Specify the particulars, if necessary, in the separate signed list or 
 schedule marked A. ; and accompany the statement with valua- 
 tions, certified rentals, and other evidence of value, by competent 
 parties.) 
 
 2. Have you, since the , either as security for your debts or 
 otherwise, sold, given, transferred, or conveyed away in trust or otherwise, 
 or placed under the charge, or in the custody of any person or persons, 
 or in any way put away, set aside, or concealed any property, money, 
 stock, shares, securities, or effects of any kind? If so, state the par- 
 ticulars and value, and present position of such property so alienated. Or 
 have you, since renounced, or discharged, or given up any right of 
 any kind which you then had ? If so, state the particulars thereof. 
 
 3. What is your regular or average annual income ; and from what 
 sources is it derived ? 
 
 (Specify the particulars, if necessary, in the separate signed list or 
 schedule marked B.) 
 
 4. What debts or obligations are owing by you besides the calls for 
 which you are liable as a shareholder of the ? 
 
 (Specify the particulars, if necessary, in the separate signed list or 
 schedule marked C.) 
 
 5. Have you any expectation of funds or property of any kind coming 
 to you by succession or otherwise? If so, state its nature and probable 
 value. 
 
 No. 197. 
 
 Questions 
 as to 
 
 means, and 
 form of 
 affidavit 
 verifying 
 answers.
 
 572 
 
 Forms. 
 
 No. 197. 6. Is your life insured? If so, <iive particulars. 
 
 7. Are you interested in any settlement made on marriage or otherwise ? 
 
 8. State any circumstances connected with yourself, or those dependent 
 on you, which you may wish to be considered along with your application. 
 0. What sum or other consideration do you offer for a discharge in full 
 of all claims by the Official Receiver and liquidator against you as a share- 
 holder of the , Limited ; and in what manner do you propose it shall 
 be secured or paid ? 
 
 Answers. 
 
 The details under 1, 3, and 4 may be given under separate signed 
 Schedules, marked A., D., C, respectively. 
 
 1. 
 
 2. 
 
 3. 
 
 4. 
 
 5. 
 
 6. 
 
 7. 
 
 8. 
 
 9. 
 
 (Signature.) 
 (Date.) 
 
 The above answers should be verified by affidavit as set forth on the 
 next page. 
 
 [Title No. 1.] 
 
 I, of , make oath and say as follows : — 
 
 That the several matters and things contained in the answers written 
 on the preceding page (a) [and in the schedules A., B., and C] and which are 
 signed by me as relative hereto, are full, true, and correct answers to the 
 foregoing printed questions to the best of my knowledge, information, 
 and belief. 
 
 No. 198. 
 
 Affidavit 
 of liqui- 
 dator as 
 to a com- 
 promise. 
 
 [Title, &c, No. 1.] 
 
 1. By an order, dated the day of [Jill in name], one of the 
 directors of the said company was ordered to pay to me the sum of 
 £ , and by another order, dated the day of [Jill in 
 name and description], was ordered to pay to me the sum of £ , 
 being the sums for which such persons respectively are liable in respect 
 of [state particulars]. 
 
 2. Such orders were personally served on the said and 
 respectively, and pressure was put upon such persons to induce them to 
 comply with such orders. I and my solicitors have made iuquiries as 
 
 (a) If schedules not required, strike out these words.
 
 Forms. 
 
 573 
 
 to the means of the said respective persons [state if he has been cross- 
 examined as to his means on his affidavit], and having regard to the 
 result of such inquiries, I say that it is, in my opinion, desirable in the 
 interests of the creditors of the said company to accept from the said 
 and respectively, the sums of £ and £ , in full 
 
 discharge of their liability. I believe that if such orders were enforced 
 by execution or otherwise, or expense incurred in bankruptcy proceedings 
 against such person, so large an amount would not be recovered. 
 
 No. 198. 
 
 [Tttle No. 1.] 
 
 Memorandum of agreement entered into this day of 18 , 
 
 between H. J. L., of, &c, the liquidator of the above-named company, of 
 the one part, and S. B., of, &c, one of the contributories of the said 
 company, of the other part. 
 
 Whereas the said S. B. has been settled on the list of contributories of 
 the said company as a contributory in respect of share in the said 
 
 company. And whereas, [by an order made by [judge], dated the 
 day of 18 ,] a call of £ per share was made on all the con- 
 
 tributories of the said company, and there is now due from the said 
 S. B. to the said company the sum of £ in respect of the said call. 
 
 And whereas the said S. B. has proposed to pay to the said liquidator 
 the sum of £ by way of compromise, and in satisfaction and dis- 
 
 charge of the said sum of £ , and of all liability whatsoever, as a 
 
 contributory of the said company. And whereas the said liquidator, 
 having investigated the affairs of the said S. B., and believing that such 
 compromise will be beneficial to the said company, hath, in exercise of 
 the power for that purpose given to him by the above statute, agreed to 
 accept the same, subject to the sanction of the [Court, or Committee of 
 Inspection] and to the conditions and agreements hereinafter contained. 
 Now it is hereby agreed by and between the said parties hereto : — 
 
 1. That the said liquidator shall, before the day of next, 
 apply to the [Court, or Committee of Inspection] to sanction the agree- 
 ment of compromise. 
 
 2. That upon this agreement being sanctioned the said S. B. shall 
 within days next alter such sanction, pay to the said liquidator 
 the said sum of £ , and when thereto required, shall do and 
 execute all such acts and deeds as may be necessary for transferring, or 
 surrendering and releasing to the said liquidator on behalf of the said 
 company, or in such manner as may be directed, the said shares held 
 by the said S. B. in the said company, and all claim and demand what- 
 soever which the said S. B. has, or may have, against the said company 
 in respect of the said shares, or the distribution of the assets of the said 
 company, or otherwise howsoever. 
 
 3. That the said sum of £ , and the transfer or surrender and 
 release of the said shares and interest of the said S. B., as aforesaid, 
 shall be accepted by the said liquidator as, and be deemed and taken to 
 give to the said S. B. a full and complete discharge from all calls and 
 liabilities, claims and demands whatsoever, which the said company, or 
 the liquidator thereof now has or may hereafter have, or be entitled to 
 against the said S. B., in respect of his being or having been the holder 
 of the said shares, or otherwise, as a contributory of the said company. 
 
 4. That in case this agreement shall not be sanctioned as aforesaid, it 
 shall cease and determine, and the said liquidator and the said S. B. 
 
 No. 199. 
 
 Memo- 
 randum 
 of agree- 
 ment of 
 compro- 
 mise with 
 a contri- 
 butory.
 
 574 
 
 Forms. 
 
 No. 199. shall be remitted to their original rights with respect to each other, as 
 
 if this agreement had not been entered into. 
 
 5. That in case this agreement shall be sanctioned, and the said S. B. 
 shall not in all respects perform the same on his part, the liquidator 
 shall be at liberty, with the sanction of the [Court, or Committee of 
 Inspection], and without notice to the said S. B., to enforce the per- 
 formance thereof, or, with the like sanction, to give notice to the said 
 S. B. that he abandons this agreement, whereupon the same shall cease 
 and determine, and the said liquidator shall be entitled to proceed 
 against the said S. B. to enforce payment of the said sum of £ , or 
 
 so much thereof as shall then remain due and unpaid, as if this agreement 
 had not been entered into. 
 
 No. 200. 
 
 [Title, &c, Xo. 1.] 
 
 that II. J. L., the liquidator of the above-named company, be at 
 liberty to accept from C. D. the sum of £ , together with £ 
 
 for costs, in the whole, £ , in discharge of the said C. D.'s liability 
 
 as a contributory of the said company and otherwise and in discharge of 
 all claims of the said company against him. And that the agreement for 
 compromise dated, &C, and made, &c, be sanctioned. 
 
 No. 201. 
 
 Summons 
 for per- 
 sons to 
 attend at 
 chambers 
 to be ex- 
 amined. 
 
 EVIDENCE AND EXAMINATION OF 
 WITNESSES. 
 
 [Title No. L] (42.) 
 
 A. B., of, &c, and E. F., of, &c, are hereby severally summoned to 
 attend at (a), in the county of , on the day of 18 , at 
 
 of the clock in the noon, to be examined on the part of the 
 
 Official Receiver [or the liquidator] for the purpose of proceedings directed 
 by the Court to be taken in the above matter. [And the said A. B. is 
 hereby required to bring with him and produce, at the time and place 
 aforesaid, a certain indenture [describe documents], and all other books, 
 papers, deeds, writings, and other documents in his custody or power in 
 anywise relating to the above-named company.] 
 Dated this day of 189 . 
 
 This summons was taken out by Messrs. C. and D., of , in the 
 
 county of , Solicitors for 
 
 No. 202. 
 
 Summons 
 for ex- 
 amination 
 under s. 
 115. 
 
 [Title, &c, Nos. 1 and 3.] 
 
 that for the purposes of proceedings now pending in the winding- 
 up of the above-named company, the liquidator of the said company may 
 be at liberty to examine &c, of, &c. &c. and of, 
 
 &c. under section 115 of the Companies Act, 1862, and that it 
 
 be referred to the examiner of this Court in rotation to take the said 
 examination. 
 
 (a) State place of examination.
 
 Forms. 
 
 575 
 
 that A. B. do attend at, &c, to be examined by the liquidator of No. 203. 
 
 the above-named Court under section 115 of, &c, for the purpose of giving 
 
 information concerning his dealings with the said company, and with, &c. Order to 
 
 And it is ordered that the said A. B. produce at the time and place afore- atten( i 
 
 said all, &c. [set out books and papers, &c, to be produced ; see other forms'], ??? er .*fi 
 
 and all other books, papers, deeds, writings, and other documents in his v u W1 & 
 custody or power in anywise relating to the said company or, &c. 
 
 that the applicants be at liberty to attend at their own expense 
 upon the examination of any person or persons examined by or on behalf 
 of A. B. as such liquidator before the examiner of this Court, and to 
 examine and cross-examine such witnesses or persons as they may be 
 advised. And that the said A. B. do give notice to the applicants or 
 their solicitors of all such examinations (a). 
 
 MISCELLANEOUS. 
 
 No. 204. 
 
 Order that 
 contribu- 
 tories may 
 attend ex- 
 amination 
 under s. 
 115. 
 
 [Title No. 1.] (3.) No . 2 05. 
 
 Upon the application of (b) and upon hearing and upon 
 
 reading it is ordered that the said proceedings be transferred from * 
 
 the (c) Court to the (d) Court. 
 
 Dated this day of 189 . 
 
 transfer 
 
 [Title No. 1.] (4.) 
 The proceedings in the winding-up of the above-named company have 
 been, by order dated the 18 , transferred to this Court from the 
 
 [High Court] or [the County Court of , holden at , or as the 
 
 case may be] and have had the above letter and number allotted to them. 
 The letter and number before transfer were 
 Dated this day of 189 . 
 
 [Title No. 1.] (83.) 
 
 We, the Committee of Inspection in the above matter, hereby certify 
 that a sum of £ , forming part of the assets of the above-named 
 
 company, has been invested in^Government Securities, and that the sum 
 of £ is now required to answer demands in respect of the said 
 
 company. And we request that so much of the said securities as may be 
 necessary for the purpose of answering such demands, may be realized by 
 the Board of Trade, and that the amount realized may be placed to the 
 credit of the said company. 
 
 Dated this day of 189 . 
 
 No. 206. 
 
 Notice of 
 transfer of 
 proceed- 
 ings to the 
 Board of 
 Trade and 
 Official 
 Receiver. 
 
 No. 207. 
 
 Request 
 by com- 
 mittee of 
 inspection 
 to Board 
 of Trade 
 to sell 
 securities. 
 
 Committee of Inspection. 
 
 (a) This was made on an application 
 by contributories for leave to issue 
 summons under s. 115, the liquidator 
 electing to take proceedings. See Sitk- 
 stone and Dodirorth Coal Co., 19 Ch. D. 
 118. 
 
 (b) Name of applicant. 
 
 (c) Court from which the transfer is 
 to be made. 
 
 (d) Court to which the transfer is to 
 be made.
 
 576 
 
 Forms. 
 
 No. 208. 
 
 Certificate 
 and re- 
 quest by 
 committee 
 of inspec- 
 tion as to 
 invest- 
 ment of 
 funds. 
 
 [Title No. 1.] (84.) 
 
 We, the Committee of Inspection in the above matter, hereby certify 
 that in our opinion the cash balance standing; to the credit of the above- 
 named company is in excess of the amount which is required for the time 
 being to answer demands in respect of such company's estate, and request 
 that the Board of Trade will invest the sum of £ in Government 
 
 Securities, to be placed to the credit of the said account for the benefit of 
 the said company. 
 
 Dated this day of 189 . 
 
 Committee of Inspection. 
 
 MISFEASANCE. 
 
 No. 209. [Formal parts, No. 1.] 
 
 Summons ^ at * fc ma ^ r ^ e ^ ec ^ aret ^ tnat A. B., C. D., and E. F., directors 
 
 under s. 10. [ or as ^ ie case ma y ^ °^ ^ ie above-named company, were guilty of mis- 
 feasance and breach of trust in relation to the above-named company, 
 inasmuch as [set out concisely the acts of misfeasance], and that they are 
 jointly and severally liable to the said company and to G. H., as the 
 liquidator thereof, to the extent of £ , together with interest thereon 
 
 from the date of such misfeasance and breach of trust, and also are so 
 liable to make good any loss which the said company may have sustained 
 by reason of such misfeasance or breach of trust. And that the respondents 
 may be ordered to pay to the applicant his costs of and relating to this 
 application, such costs to be taxed by the taxing-master, or that such 
 other order may be made in the premises as the nature of the case may 
 require. 
 
 No. 210. 
 
 Notice of 
 meeting 
 to pass re- 
 solution 
 to wind 
 up volun- 
 tarily, 
 and to 
 appoint 
 liquidator. 
 
 VOLUNTARY WINDING-UP 00. 
 
 The Company, Limited. 
 
 Notice is hereby given that an extraordinary general meeting of this 
 company will be held on the day of instant, at 
 
 of the clock in the noon, at , for the purpose of considering, 
 
 and, if it is thought proper, passing the following resolutions : — 
 
 " That it has been proved to the satisfaction of the company that the 
 company cannot by reason of its liabilities continue its business, and 
 that it is advisable to wind up the same, and that accordingly the 
 company be wound up voluntarily. 
 
 " That A. B., of, &c, be and he is, appointed liquidator for the purpose 
 of winding up the affairs of the company." 
 Dated this day of 18 . 
 
 By order of the Directors, 
 
 E. F., 
 
 Secretary. 
 
 (a) Several forms now in use under 
 the Rules of 1890 will be found useful 
 
 in a voluntary winding-up with slight 
 alteration.
 
 Forms. 
 
 577 
 
 " That the liquidators are hereby authorized, without any further 
 authority, to exercise all the powers contained in sections 159 and 160 
 of the Companies Act, 1862, and in particular to carry on the negotiation 
 with," &c. 
 
 At an extraordinary general meeting of the above-named company, 
 duly convened and held at on the day of 18 , the 
 
 following extraordinary resolutions were passed : — 
 
 [For resolutions, see forms supra.] 
 
 [To be signed by the chairman and his signature witnessed. In country 
 cases the witness to maJe3 declaration, unless he be a solicitor whose name 
 appears in the current Law List.] 
 
 At an extraordinary general meeting of the above-mentioned company, 
 duly convened and held at on the day of 18 , the 
 
 following special resolutions were duly passed, and at a subsequent 
 extraordinary general meeting of the said company also duly convened 
 and held at the same place on the day of 18 , the following 
 
 special resolutions were duly confirmed, viz. : — - 
 
 [For resolutions, see forms supra.] 
 
 [To be signed by the chairman of the second meeting and his signature 
 witnessed. In country cases the witness to make declaration, unless he be 
 a solicitor whose name appears in the current Laiu List.] 
 
 No. 211. 
 
 Resolution 
 giving 
 liquidator 
 general 
 power of 
 compro- 
 mise («). 
 
 No. 212. 
 
 Notice of 
 extra- 
 ordinary 
 resolution 
 for volun- 
 tary wind- 
 ing-up. 
 
 No 213. 
 
 Notice of 
 special, 
 and con- 
 firmatory 
 resolution. 
 
 The Company, Limited. jj 214. 
 
 Notice is hereby given that an extraordinary general meeting of The 
 
 Company, Limited, will be held at on day the Notice of 
 
 dny of at o'clock in the noon for the purpose of con- meeting 
 
 sidering and, if thought proper, passing the following resolution, that is to pass 
 
 to say, special 
 
 "That the Company be wound up voluntarily under the provisions of J 
 the Companies Act 1862 to 1890." 
 
 Dated, &c. up - 
 
 to wind 
 
 The Company, Limited. 
 
 Notice is hereby given that an extraordinary general meeting of the 
 above-named Company will be held at on day the 
 
 day of at o'clock, when the following resolution which was 
 
 passed at the extraordinary general meeting of the Company, held the 
 day of , will be submitted for confirmation as a special resolu- 
 
 tion, " That, &c." [resolution as above]. 
 
 Should the resolution be confirmed, a further resolution will be proposed 
 at the same meeting for the appointment of A to be liquidator fur the 
 purposes of such winding-up, and to fix his remuneration. 
 Dated, &c. 
 
 (a) It may sometimes be useful to 
 take a general power of compromise. 
 
 In this case, the above will be the third 
 resolution passed. 
 
 No. 214a. 
 
 Notice of 
 second 
 meeting 
 to confirm 
 special 
 resolution 
 and ap- 
 point 
 liquidator. 
 
 E.W.
 
 578 
 
 Forms. 
 
 No. 215. 
 
 Notice to 
 contribu- 
 tories of 
 
 In the matter of the Companies Acts, 1862 to 1890. 
 And in the matter of the Company, Limited. 
 
 Take notice that , the liquidator of the above-named company, 
 
 has appointed the day of , at o'clock in the [fore] 
 
 settlement noon at his office, No., &c, to settle the list of contributories of the said 
 of list. company made out by him, and that you are included in such list as 
 
 appears in the schedule hereto ; and that if you do not shew sufficient 
 cause to the contrary at the time aforesaid, the list will be settled by 
 the said liquidator including you therein. 
 Dated the day of 
 
 H. J. L., 
 
 Liquidator. 
 To Mr. 
 
 The Schedule. 
 
 No. on 
 List. 
 
 Name. 
 
 Address. 
 
 Description. 
 
 How 
 
 included. 
 
 Number of 
 Shares. 
 
 No. 216. Take notice that on the day of I, of , the 
 
 liquidator of the above-named company, made a call of per share 
 
 Notice of upon the contributories of the said company, and that there is due from 
 
 call. you in respect of the call so made the sum of . You are hereby 
 
 Voluntary required to pay the said sum to me at my office, No. , on or before 
 
 winding- ^ e ^y f next. In default of payment, interest at the 
 
 P* rate of per cent, per annum will be charged upon any amount 
 
 remaining unpaid after the above date. 
 
 Dated, &c. 
 
 H. J. L., 
 
 Liquidator. 
 To Mr. , of 
 
 No. 217. 
 
 Applica- 
 tion by 
 liquidator 
 in volun- 
 tary 
 
 winding- 
 up to 
 enforce 
 calls. 
 
 [Title, &c, No. 1.] 
 
 that the several persons named in the second column of the 
 schedule hereto being contributories of the above-named company do on 
 or before the day of 18 , or within four days after service 
 
 of the order to be made hereon, pay to H. J. L., the liquidator of the said 
 company at his office, No., &c, the several sums set opposite to their 
 respective names in the sixth column of the said schedule hereto, such 
 sums being the amounts due from the said several persons respectively 
 in respect of the call of per share made by the said liquidator, and 
 
 also that the said, &c, do respectively each pay [as to costs]. 
 
 The Schedule referred to. 
 
 No. on 
 List. 
 
 Name. 
 
 Address. 
 
 Description. 
 
 In what 
 Character 
 included. 
 
 Amount due.
 
 Forms. 
 
 579 
 
 [Title, &c, No. 1.] 
 
 that an inquiry be made, what are the debts of the above- 
 named company. And that the day of 18 , may be fixed 
 as the day on or before which the creditors of the said company are to 
 send their names and addresses, and the particulars of their debts or 
 claims, and the names and addresses of their solicitors (if any) to A. B., 
 of, &c, the solicitor for the liquidators of the said company, and that, 
 if so required by notice in writing from the said liquidators by their 
 solicitors, such creditors do come in and prove their said debts or claims 
 at the chambers of the said judge at such time as shall be specified in 
 such notice. And that in default thereof such creditors be excluded 
 from the benefit of any distribution made before such debts are proved. 
 And that such advertisements be forthwith issued in such newspapers 
 as the judge shall direct for the purpose of carrying out the order to be 
 made hereon. 
 
 No. 218. 
 
 Applica- 
 tion for an 
 inquiry as 
 to the 
 debts of 
 company. 
 
 [Title, &c, No. 1.] 
 
 that the creditors of the above-named company shall on or 
 before the day of 18 , send their names and the particulars 
 
 of their debts or claims to A. B. and C. D., as the liquidators of the said 
 company. And that the advertisement for such creditors be inserted in 
 the following newspapers, that is to say [set out papers], and do appear 
 in such newspapers [set out the number of times, or insert particulars in 
 a schedule (a)]. 
 
 Schedule, &c. 
 
 No. 219. 
 
 Applica- 
 tion to 
 fix time 
 for claims 
 against 
 company. 
 
 [Title, &c, No. 1.] No. 220. 
 
 that A. B. and C. 1)., the liquidators of the above-named com- - ,. 
 pany, may be at liberty to leave and pass in the chambers of the judge t ^ n f QT 
 their accounts as the liquidators of the above-named company (a). liberty to 
 
 pass ac- 
 counts. 
 
 [Title, &c., No. 1.] 
 
 that A. B. be removed from being liquidator of the above-named 
 company. And that some proper person or persons be appointed to act 
 in his stead as liquidator or liquidators in the winding up of the affairs 
 of the said company [or, state here person to be appointed], and that the 
 said A. B. do render his final account as such liquidator, and do deliver 
 over to such new liquidator or liquidators when appointed [or, to above 
 person if stated], all property, cash-books, documents and papers of the 
 said company in his custody, possession or power. And that the costs 
 of the applicants be paid out of the assets of the said company. 
 
 (a) See the practice under the Act of 1862, which will apply. 
 
 No. 221. 
 
 Applica- 
 tion for 
 removal 
 of volun- 
 tary liqui- 
 dator.
 
 580 
 
 Forms. 
 
 No. 222. 
 
 Applica- 
 tion by 
 liquidator 
 for ac- 
 count and 
 payment 
 from 
 former 
 liquidator. 
 
 [Title, &c, No. 1.] 
 
 that A. B. and C. D. do on or before the, &c, leave in the 
 chambers of the judge a full, true, and particular account duly verified 
 by affidavit of all moneys, securities for money, assets and effects of the 
 said company received by or allowed to them come to the hands of the 
 said A. B. and C. D., or either of them, or to the hands of any other 
 person or persons by their or either of their order, or for their or either 
 of their use, and of all payments made by them on account or in respect 
 of the said company from the day of , the date of their 
 
 appointment as liquidators of the said company, to the day of 
 
 And that the said A. B. and C. D. do pay to the applicant as liquidator 
 of the said company the balance which shall be certified to be due from 
 them on taking such account within days after the date of the 
 
 chief clerk's certificate allowing such account. 
 
 No. 223. 
 
 Convey- 
 ance on 
 sale by 
 voluntary 
 liquidator. 
 
 This Indenture, made the day of , between the Com- 
 
 pany, Limited (hereinafter called the company), of the first part, A. B. 
 of the liquidator of the company of the second part, and 0. D. of 
 
 of the third part. Whereas at an extraordinary general meeting 
 of the shareholders of the company duly convened and held at on 
 
 the day of , a special resolution of the company was passed 
 
 to the effect, that it had been proved to the satisfaction of its members 
 that the company could not by reason of its liabilities continue its busi- 
 ness, and that it was advisable to wind up the same, and that the said 
 A. B. should be, and he was thereby appointed, liquidator for the purpose 
 of winding up the affairs of the company and distributing the property, 
 and the said resolution was duly confirmed at an extraordinary general 
 meeting of the said members held on the day of . And 
 
 whereas the Company is now seised in fee simple in possession 
 
 free from incumbrances of the hereditaments hereinafter conveyed. 
 And whereas the said A. B. as such liquidator as aforesaid has agreed 
 to sell the said hereditaments to the said C. D. for the like estate in 
 possession free from incumbrances at the price of £ . Now this 
 
 indenture witnesseth, that in pursuance of the said agreement and in 
 consideration of the sum of £ paid by the said C. D. to the said 
 
 A. B. (the receipt of which sum the said A. B. as such liquidator hereby 
 acknowledges), the company (as beneficial owner) (a) by the direction 
 (hereby testified) of the said A. B. as such liquidator doth hereby grant 
 and convey, and the said A. B. as such liquidator as afuresaid doth 
 hereby confirm unto the said C. D. All that, &c. [here describe the 
 property]. To hold unio and to the use of the said C. D. his heirs and 
 assigns in fee simple. And the said A. B. doth hereby covenant with, &c. 
 [here insert the usual covenant against incumbrances.'] 
 
 (a) When a company is in course of 
 being wound up, it is not usual to 
 insert covenants for title, and it is 
 generally so provided by the conditions 
 of sale. These words will, therefore, 
 as a rule, be omitted. 
 
 In all cases of liquidation under the 
 Companies Acts the legal estate in land 
 vested in the company at the time of the 
 resolution or order for winding up the 
 company remains vested in them, and 
 can be conveyed only by the company, 
 the liquidators using the company's 
 
 seal for the purpose. A conveyance 
 by the liquidators alone is inoperative, 
 and their grant or assignment by way 
 of confirmation of the conveyance made 
 by their use of the company's seal 
 confers no additional efficacy on the 
 conveyance : Metropolitan hank and 
 Jones, 2 Ch. D. 306. 
 
 Though the liquidators have no estate 
 in the property, it is usual for them to 
 confirm the conveyance made by their 
 use of the company's seal. See Dav., 
 vol. ii. pt. 1, pp. 605-607.
 
 Forms. 
 
 581 
 
 In witness whereof the said A. B. as liquidator of the said 
 Company, Limited, hath caused the common seal of the company to be 
 hereuuto affixed, and the other parties hereto have hereunto set, &c. 
 
 No. 223. 
 
 [Title as No. 210.] 
 
 Notice is hereby given, pursuant to section 142 of the Companies Act, 
 1862, that a general meeting of the members of the above-named com- 
 pany will be held on the day of 18 , at o'clock in the 
 noon at in order that there may be laid before the said 
 company an account shewing the manner in which the winding-up has 
 been conducted and the property of the company has been disposed of; 
 and in order that the said company may hear any explanation that 
 may be given by the liquidators, and also in order that an extraordinary 
 resolution may be passed lor determining the manner in which the 
 books, accounts, and documents of the said company and of the liquidators 
 shall be disposed of. 
 Dated, &c. 
 
 > Liquidators. 
 
 No. 224. 
 
 Advertise- 
 ment for 
 calling 
 final meet- 
 ing. 
 
 [To be signed by the liquidators, or the solicitor for the liquidators, 
 •and the signature to be witnessed. In country cases the witness to make 
 declaration, unless he be a solicitor tohose name appears in the current 
 Law List.] 
 
 [Title as No. 210.] 
 Notice is hereby given, pursuant to section 155 of the Companies Act, 
 1862, that a general meeting of the members of the above-named com- 
 pany will be held on the day of 18 , at o'clock in 
 the noon at for the purpose of considering, and, if thought 
 fit, passing an extraordinary resolution to the effect that the books, 
 accounts, and documents of the above-named company, and of the 
 liquidators thereof, shall be disposed of, &c. 
 
 No. 225. 
 
 Notice of 
 meeting 
 for resolu- 
 tion to 
 dispose of 
 books, &c. 
 
 [For Title, see No. 210.] No - 226 " 
 
 To the Registrar of Joint Stock Companies. Keturn to 
 
 We beg to inform you that a general meeting of the above-named registrar 
 company was held on the day of 18 , in order to have an of final 
 
 account laid before the company shewing the manner in which the meeting, 
 winding-up had been conducted, and the property of the said company 
 disposed of, and that such account was laid before the said company and 
 was received and adopted. 
 Dated, &c. 
 
 t Liquidators.
 
 582 
 
 Forms. 
 
 No. 227. 
 
 Deed with 
 trustee to 
 enable 
 him to 
 carry out 
 dissolu- 
 tion (a). 
 
 FOBMS ON DISSOLUTION OF BUILDING 
 SOCIETIES. 
 
 This indenture made the day of 18 , between the 
 
 " Benefit Building Society" (hereinafter called the said society), 
 
 carrying on business at , in the county of , incorporated 
 
 under the Building Societies Act, 1874, of the one part, and (here- 
 
 inafter called the trustee) of the other part. Whereas the members of 
 the said society intend, immediately after the execution of these presents, 
 to execute an instrument of dissolution, to be dated the day next suc- 
 ceeding the date of these presents, pursuant to the Act, 37 & 38 Vict. c. 
 49, s. 32, and signed by not less than three-fourths of the members, 
 holding not less than two-thirds of the number of shares in the said 
 society, by which it will be agreed and declared that the said shall 
 
 be appointed trustee for the special purpose of the dissolution, and that 
 the society shall be dissolved. And whereas it has been agreed by the 
 said society that this deed should be executed in order to better enable 
 the said trustee to carry out the said dissolution. Now this indenture 
 witnesseth that in order to better enable the trusts of the said recited 
 indenture to be carried out, the said society doth hereby grant, assign, 
 transfer, convey and set over unto the said trustee, his executors, 
 administrators, and assigns, all and singular [here set out property com- 
 prised in mortgages, or refer to a schedule]. Together with, &c. To 
 have and to hold the premises hereby granted, assigned, conveyed, 
 or expressed so to be, unto the said trustee, his executors, administrators, 
 and assigns, for the estates granted by and the residues now unexpired 
 of the terms of years granted by the said indentures of mortgage, and 
 subject to the mortgagor's right or rights to redeem, and to the several 
 covenants, conditions, and agreements in the said several indentures of 
 mortgage contained, and on the part of the society and its assigns to be 
 observed and performed. In trust for the persons mentioned in and 
 the purposes defined by the said instrument of dissolution. And this 
 indenture also witnesseth that for the purposes aforesaid the said 
 society doth hereby assign to the said trustee, his executors, adminis- 
 trators, and assigns, all and singular the principal and interest, sub- 
 scriptions, and other sums of money secured by the said indentures of 
 mortgage set forth in the said schedule hereto. And the full benefit of 
 the covenants, powers of sale, and other powers and provisions contained 
 in the same indentures for securing the payment of the same principal 
 sums and interest, subscriptions and other moneys, together with full 
 power to demand, sue for, and give effectual receipts and discharges for 
 the same respectively. To have, receive and take the said principal 
 and interest, purchase moneys, redemption moneys, subscriptions, and 
 other moneys, and all other the premises hereby assigned, or expressed 
 so to be, unto the said trustee, his executors, administrators, and assigns. 
 In trust for the persons mentioned in and for the purposes defined by 
 the said proposed instrument of dissolution. And the said society doth 
 hereby for itself and its successors covenant with the said trustee, his 
 heirs, executors, administrators, and assigns. That [covenant against 
 incumbrances]. In witness, &c. 
 
 (a) The above precedent is somewhat 
 altered from the form given in the 
 Treasury Eegulations as to building 
 
 societies, as that form does not suffi- 
 ciently meet the requirements of a 
 voluntary winding-up.
 
 Forms. 
 
 583 
 
 The Building Societies Acts. No. 228. 
 
 " The Building Society." , T 
 
 Register No. . ment of 
 
 Instrument of dissolution made the day of 18 , pursuant dissolu- 
 
 te the Act, 37 & 38 Vict. c. 42, s. 32, and signed by not less than three- tion ' 
 fourths of the members holding not less than two-thirds of the number 
 of shares in the said society. It is agreed and declared as follows : — 
 
 1. The liabilities and assets of the society are the following : — 
 
 Liabilities. 
 
 Due to depositors, as per schedule (A) ... . £ 
 
 „ investing shareholders, as per schedule (B) . . £ 
 
 „ other creditors, as per schedule (C) . . . £ 
 
 Assets. 
 
 Due from borrowing shareholders, as per schedule (D) . £ 
 
 „ cash at bankers £ 
 
 „ other persons, if any £ 
 
 2. The number of members is ; the number of shares is ; 
 the amount standing to the credit of the members is £ 
 
 3. The society owes to the depositors the sum of £ , and to the 
 other creditors the sum of £ , and such sums shall be paid out 
 of the first moneys which shall be received by the trustees hereinafter 
 appointed, after payment of the costs and expenses of and incidental to 
 the carrying into effect of this instrument, or in relation thereto. 
 
 4. After payment of the expenses of the dissolution, and of the claims 
 of the depositors and the other creditors, the funds and property of the 
 society shall be appropriated and divided among the members thereof 
 in the proportion of the amount standing to each member's credit in the 
 books of the society. 
 
 5. is hereby appointed a trustee for the special purpose of the 
 dissolution, and shall be entitled to receive as remuneration £ per 
 centum upon all sums of money which shall come into his hands under 
 this instrument. 
 
 6. and are hereb}' appointed a committee of inspection to 
 assist the trustee in winding up the society. 
 
 7. The trustee shall have all the powers conferred on a voluntary 
 liquidator by the Companies Act, 1862, but shall only exercise those 
 powers with the sanction of the committee. The trustees, with such 
 sanction as aforesaid, shall also have power to agree with either of the 
 borrowing shareholders for the redemption of their property, and shall 
 thereupon reassign or surrender the property mortgaged by them. If 
 the trustee shall be unable so to agree with them, or either of them, he 
 shall receive the subscriptions due from them according to the rules of 
 the society until they have paid by such subscriptions the sums set 
 opposite their names respectively in the schedule hereto, together with 
 the interest at the rate of five per cent, per annum from the 31st of 
 December next on the balance of the said sum from time to time remain- 
 ing unpaid. In case the said borrowing shareholders, or either of them, 
 shall neglect to pay their or his subscriptions, or any part thereof, for 
 
 calendar months, the said trustee shall have the same power to 
 sell or lease the property mortgaged by them as the society has by 
 virtue of its rules. The trustees shall divide the moneys received in 
 monthly subscriptions among the investing shareholders at least once 
 a year. 
 
 8. The committee shall meet when called together by the trustee.
 
 584 
 
 Forms. 
 
 No. 228. Written notices shall be posted to the addresses of each member. The 
 
 committee shall meet once at least every year, and oftener if called 
 
 together by the trustee, or by a notice signed by two members of the 
 society. 
 
 9. In the event of either of the members of the committee, or in the 
 event of the trustee dying or resigning, or leaving the country, or be- 
 coming incapable of acting in the discharge of these presents, a new 
 member, or members of the committee, or a new trustee, may be appointed 
 by the survivor or survivors of the committee. 
 
 No. 229. 
 
 Declara- 
 tion to ac- 
 company 
 instru- 
 ment of 
 dissolu- 
 tion. 
 
 Building Societies Acts. 
 Building Society. Registered No. 
 
 I, , of , an officer of the above-named society, do solemnly 
 
 ami sincerely declare that the instrument of dissolution [or, the alteration 
 of the instrument of dissolution] appended to this declaration is signed 
 by not less than three-fourths of the members, holding not less than two- 
 thirds of the number of shares in the said society. 
 
 And I make this solemn declaration, conscientiously believing the 
 same to be true, and by virtue of the provisions of the Statutory Declara- 
 tions Act, 1835. 
 
 Taken and received before me, one of Her \ 
 
 Majesty's justices of the peace lor the said I 
 
 county of in the said county, this [ 
 
 day of 18 . J 
 
 No. 230. 
 
 Notice of 
 com- 
 mence- 
 ment of 
 dissolu- 
 tion where 
 no instru- 
 ment of 
 dissolu- 
 tion is 
 executed. 
 
 Building Societies Acts. 
 Building Society. Registered No. 
 
 To the hegistrar of Building Societies, 
 
 28, Abingdon Street, Westminster. 
 Notice is hereby given, that, in pursuance of the rules of the above- 
 mentioned society, or of the following resolution duly passed in pursuance 
 of the rules of the society on the day of [hei e state the terms 
 
 of the resolution (if any") for dissolving the society]. 
 
 The dissolution of the society commenced on the day of 
 
 (Seal of Society.) 
 Name and address to which registered \ 
 copy is to be returned. J 
 
 Date 18 . 
 
 No. 231. 
 
 Notice of 
 termina- 
 tion of 
 dissolu- 
 tion. 
 
 Building Societies Acts. 
 Building Society. Registered No. 
 
 To the Registrar of Building Societies, 
 
 28, Abingdon Street, Westminster. 
 
 Notice is hereby given, that, pursuant to the instrument of dissolution, 
 [or rules, as the case may be] of the above-mentioned society, its liabilities 
 nave been discharged, and its assets collected and distributed, and a^i
 
 Forms. 
 
 585 
 
 other things clone required to be done in respect of the dissolution of the 
 said society, and that the dissolution thereof is now terminated. 
 
 The trustees for the purpose of 
 
 the dissolution. 
 [or, three members and the 
 secretary if the dissolution 
 is not by instrument.] 
 Name and address to which registered ) 
 copy is to be sent. J 
 
 Date 18 . 
 
 No. 231. 
 
 RECONSTRUCTION. 
 
 The Company, Limited. 
 
 Notice is hereby given that an extraordinary general meeting of the 
 company will be held at , on , the day of , at 
 
 o'clock, for the purpose of considering, and, if thought fit, of passing the 
 subjoined resolutions. If such resolutions shall be passed by the requisite 
 majority, the same will be submitted to a subsequent extraordinary 
 general meeting for confirmation as special resolutions. 
 
 [Resolutions. 
 
 1. That a reconstruction of the company is desirable, and that the 
 company be therefore wound up voluntarily, and that of be, and 
 
 he is hereby appointed liquidator for the purpose of such winding-up, 
 [and that the remuneration of such liquidator for his services be fixed at 
 the sum of £ ]. 
 
 [2. That the said liquidator be, and he is hereby authorized to consent 
 to the registration of a new company, to be named the Company, 
 
 Limited, with a memorandum and articles of association, which have 
 already been prepared with the privity and approval of the directors of 
 this company.] 
 
 3. That the said liquidator be authorized, pursuant to s. 161 of the 
 Companies Act, 1862, to sell and transfer all the undertaking and assets 
 of the company to [the said new company], or to a new company upon 
 the terms of the scheme of reconstruction now submitted to the meeting, 
 and identified by the signature of the chairman. 
 
 A print of the proposed scheme accompanies. 
 
 By order of the Board, 
 
 Secretary. 
 
 London, E.C. 
 ,18 . 
 
 No. 232. 
 
 Notice of 
 meeting to 
 wind up 
 volun- 
 tarily and 
 exercise 
 powers of 
 s. 161. 
 
 The Company, Limited. 
 
 No. 233. 
 
 Notice is hereby given that an extraordinary general meeting of the Not ~~ 
 Company, Limited, will be held at 
 
 t O _ i. _J_1 1, ...1 .-, +L 
 
 Notice of 
 wdl be held at , on , the mee tineto 
 
 o'clock, when the subjoined resolutions, which JJJjgJ* 
 
 m ~l m »«t™r> /->f tlio cninranv . 
 
 day of 18 , at o'clock, when the subjoined resolution, which JJ^^f 5 
 
 were dulv passed at the extraordinary general meeting ot the company resolu . 
 
 held on the day of 18 , will be admitted for confirmation as tioM< 
 
 special resolutions.
 
 58G 
 
 Forms. 
 
 No. 233. 
 
 ^Resolution. 
 
 [See previous form. .] 
 
 A print of the proposed scheme accompanies. 
 
 By order of the Board, 
 
 London, E.C. 
 ,18 . 
 
 Secretary. 
 
 above 
 notices 
 
 No. 234. 1. The proposed new company shall be formed under the provisions of 
 
 the Companies Acts, 1862 to 1890, for the same or similar purposes to 
 
 Scheme to those described in the memorandum of association of the existing company 
 accompany (hereafter referred to as the old company), with a nominal capital of 
 £ in shares of £ each, with power to increase and reduce the 
 
 same, and to issue any new capital on any preferential or other terms. 
 
 2. The articles of association of the new company shall be the same as 
 those of the existing company, subject to such additions and modifications, 
 not inconsistent with the provisions of this scheme, as the liquidator or 
 liquidators shall approve. 
 
 3. In consideration of the sale and transfer of the property of the old 
 company to the new company, shares in the new company, with 
 
 per share credited as paid up thereon, shall be issued under the direction 
 of the liquidator or liquidators to such shareholders in the old company 
 as shall accept the same within such time, not being less than days 
 
 from the date of the notice calling upon the shareholders to accept the 
 same, as the liquidator or liquidators may determine, in the proportions of 
 shares in the new company to each share in the old company. 
 
 4. The remaining shares to which the liquidator or liquidators would 
 be entitled for distribution among the shareholders of the old company, 
 and which shall not be accepted by such shareholders within the time 
 aforesaid, shall be issued or dealt with as the liquidator or liquidators 
 shall direct. 
 
 5. The new company shall take over the assets of the old company as 
 a going concern, and discharge all the debts and liabilities of the old 
 company. 
 
 6. The new company shall be at liberty to issue such of the shares i ti 
 the new company as shall not be issued under the direction of the liqui- 
 dator or liquidators, under clauses 3 and 4 [here state how these shares are 
 to be issued], and provisions shall be made in the articles of association 
 for carrying out this scheme, and increasing the capital in the event of 
 the same becoming necessary for any such distribution. 
 
 7. The new company shall pay all the costs and expenses of and inci-' 
 dental to the winding-up and dissolution of the old company and the 
 carrying out of this scheme. 
 
 No. 235. 
 
 Agree- 
 ment of 
 sale by old 
 company 
 to new 
 company 
 in pur- 
 suance of 
 the above 
 re solu- 
 tions (6). 
 
 An Agreement (a) made the day of 18, between the 
 
 Company, Limited (hereinafter called the old company), and 
 of the liquidator thereof of the one part, and the 
 
 (a) See also Form No. 237. 
 
 (6) A contract of this kind, in con- 
 sideration of the exchange of shares in 
 the new company for shares in the old 
 company, share for share, does not 
 require ad valorem duty under the 
 Revenue Act, 1889. See Alpe on 
 
 Stamp Duties. This applies even 
 though the terms of the contract be 
 that the old company shall sell and 
 the new company shall purchase. As 
 to Stamp Act, 1870, see Inland Revenue 
 v. Angus, 23 Q. B. D. 579.
 
 Forms. 587 
 
 Company, Limited (hereinafter called the purchasing company), of the No. 235. 
 
 other part. Whereas the old company was incorporated in the year 
 
 , and registered under the Companies Acts, 18G2 to 18 , with a 
 nominal capital of £ divided into shares of £ each. 
 
 And whereas of the said shares have been issued, and credited in 
 
 the books of the old company as being fully paid up, and the remainder 
 of the said shares have never been issued. And whereas by special 
 resolutions of the old company passed at an extraordinary general meet- 
 ing thereof held on the day of 18 , and confirmed at a 
 subsequent extraordinary general meeting held on the day of 
 18 , it was resolved, &c. [recite resolutions]. And whereas the purchas- 
 ing company has pursuant to the resolutions aforesaid been duly 
 incorporated under the provisions of the Companies Acts, 1862 to 18 , 
 with a nominal capital of £ divided into shares of £ 
 each, for the following, amongst other objects, namely, to enter into and 
 carry out the agreement therein referred to, being these presents. Now 
 it is hereby agreed as follows, that is to say : — 
 
 1. The old company shall sell, and the purchasing company shall 
 purchase, all those lands and mines, hereditaments and premises called 
 respectively , or by whatsoever names known situate in in 
 the , and all and singular the goods, chattels, moneys, credits, 
 bills, notes, and things in action of the old company, and the under- 
 taking, business, and goodwill ^hereof, with the full benefit of all con- 
 tracts and agreements, and of all securities in respect of the said things 
 in action, to which the old company is entitled, and all other the real 
 and personal property of the old company whatsoever and wheresoever ; 
 subject nevertheless as to all the said premises to the several incum- 
 brances affecting the same or any part thereof. 
 
 2. The purchasing company shall be entitled to all debts and sums 
 of money now due and owing or hereafter to become due and owing to 
 the old company, whether under any existing contract with the old 
 company or otherwise in connection with the business of the old com- 
 pany, and to all sums uf money recovered or to be recovered as damages 
 in any suit or action now pending brought by the old company in respect 
 of breach of contract, or for any other matter or purpose connected with 
 the business of the old company. 
 
 3. The purchasing company shall, as part of the consideration for the 
 said sale, pay, satisfy, and discharge, all the debts, liabilities, and obliga- 
 tions of the old company whatsoever, including the costs and expenses 
 of and incidental to the winding-up of the old company and of carrying 
 the said sale into effect, and will adopt, perform, and fulfil, all engage- 
 ments now binding on the old company, and will at all times indemnify 
 and save harmless the old company and its liquidator, their estates and 
 effects, and the contributories of the old company, of, from, and against, 
 abactions, accounts, claims, and demands whatsoever for and in respecl 
 of any debts, costs, claims, liabilities, acts, matters, or things due, made, 
 done, or omitted, or to become due, or to be made, done, or omitted, by 
 the old company, or its liquidator, under the provisions of these presents, 
 or otherwise in respect of the premises. 
 
 4. Every member of the old company shall as the residue of the 
 consideration for the said sale be entitled in respect of each share 
 therein held by him to require the purchasing company to allot to him, 
 or to his nominee or nominees, upon application on or before days 
 from the notice, &c, one share of £ with the sum of £ 
 credited as paid up thereon, and the balance of £ shall be paid 
 upon allotment. The acceptance of the terms of this agreement by 
 members of the old company shall be deemed to be in full satisfaction
 
 588 Forms. 
 
 No. 235. an Q discharge of all claims and demands whatsoever in respect of their 
 interests in the assets of the old company. The purchasing company 
 will as soon as possible after the filing with the registrar of joint stock 
 companies of this or a proper agreement for the purpose (which the 
 purchasing company hereby agrees forthwith t > effect) allot the said 
 shares as herein proved. The purchasing company shall not be bound 
 to see to the proper application, and distribution, of the said shares, nor 
 be answerable for the loss or misapplication or non-application thereof. 
 
 5. In the event of the liquidator of the old company being compelled, 
 in order to carry the said sale into effect, to purchase the interest of any 
 member of the old company, then, and in every or any such case, the 
 provisions of clause 4 hereof shall not be binding, and the purchasing 
 company shall pay to the liquidator of the old company such sums 
 as may be necessary to purchase the interest held by such dissenting 
 members in the old company, and to cover all costs and expenses incurred 
 by the liquidator of the old company, or the old company, in and about 
 such dissent. The sums payable in respect of such purchase shall be 
 \llere insert how surruis to be arrived at, as for instance : — such sum as 
 may be settled by arbitration between the old company and such member, 
 or by agreement made with the sanction of the purchasing company 
 between him and the liquidator of the old company.] Provided 
 always that until such sums have been paid or secured to the liquidator 
 of the old company, the old company or its liquidator shall not be 
 bound to convey or deliver over to the purchasing company any of the 
 said property and premises, and until the same shall be paid or secured 
 the liquidator shall be at liberty to retain possession of all or any part 
 of the said property and premises, and thereout at his discretion to 
 raise and pay such moneys or any part thereof, and the old company 
 and its liquidator shall have a lien upon the whole of the said property 
 for all moneys, if any, payable by the purchasing company uuder 
 this clause. 
 
 6. Notwithstanding anything herein contained, if, in order to carry 
 the said sale into effect, it would be necessary for the liquidator to 
 purchase the interests of members holding more than shares in the 
 old company, the purchasing company shall be at liberty, by notice in 
 writing addressed to the liquidator of the old company and left at the 
 registered office of that company to rescind this agreement. 
 
 7. The purchasing company shall accept without investigation such 
 title to the said property and premises as the old company possesses, and 
 the old company or its liquidator shall not be required to enter into any 
 covenant other than a covenant that they have not encumbered. 
 
 8. The conveyance or conveyances of the said premises to the pur- 
 chasing company shall be prepared and completed at its expense as soon 
 as conveniently may be, but without prejudice to clause 5 hereof, and 
 the old company and its liquidator shall execute and do at the expense 
 of the purchasing company all such assurances and things as shall be 
 reasonably required by the purchasing company for vesting in it the 
 property agreed to be hereby sold, and giving it the full benefit of this 
 agreement, and in the meantime the old company shall stand possessed 
 of the property agreed to be hereby sold in trust for the purchasing 
 company. 
 
 9. It shall be lawful for the purchasing company in the name or 
 names of the old company or its liquidator, but upon the condition of 
 keeping them indemnified against all costs and damages which might 
 arise thereby, to bring, take, and defend, actions and proceedings, and 
 to do all other things which shall be necessary or expedient for obtaining 
 the full benefit of the said sale.
 
 Forms. 
 
 589 
 
 10. These presents are intended to operate as an agreement only, and 
 not as a conveyance, transfer, or assignment. 
 
 11. Until the dissolution of the old company, the purchasing company 
 shall at its own expense produce and show, at such times, and to such 
 persons, and in such places as the liquidator for the time being of the old 
 company shall require, all the books, documents and papers of the old 
 company agreed to be hereby sold. 
 
 In witness whereof the said companies have caused their respective 
 common seals to be hereunto affixed, and the said liquidator has hereunto 
 set his hand the day and year first above written. 
 
 No. 235. 
 
 Each of the holders of debentures of the old company shall surrender jj 0i 236 
 
 to the purchasing company to be cancelled the debenture or debentures J ' 
 
 of the old company held by him or her, and the purchasing company Surrender 
 shall issue to him or her free of charge one share in the capital of of deben- 
 
 the purchasing company with credited as paid up thereon for every tures for 
 
 sum of due to him or her in respect of the principal moneys upon shares, 
 
 the surrendered debentures and for the interest due in respect of the 
 surrendered debentures up to the day of , and the said 
 
 shares so to be issued shall be accepted in satisfaction of all claims in 
 respect of the surrendered debentures, and the holders of the said deben- 
 tures agree to pay the further instalments on the said shares when called 
 upon. 
 
 Memorandum of Agreement made this day of between 
 
 the Company, Limited (hereinafter called " the old company "), 
 
 and A. B., of, &c, the liquidator appointed to conduct the winding-up of 
 the "old company" (hereinafter called the liquidator) of the one part, 
 and C. D. of, &c, as agent or trustee for a company intended to be 
 incorporated under the provisions of the Companies Acts, 1862 to 1890, 
 as a company limited by shares under the name of the Company, 
 
 Limited (or such other name as may be hereafter agreed upon), (herein- 
 after called " the new company "), of the other part. Whereas the old 
 company was incorporated by registration under the Companies Acts, 
 1862 to , on the day of with a nominal capital of 
 
 £ divided into shares of £ each. And whereas the 
 
 old company issued shares, but previous to the order to wind up 
 
 the company hereinafter referred to shares in the company had 
 
 been forfeited, and upon shares there were arrears of call owing at 
 
 the date of the winding-up, and which had not since been paid, leaving 
 shares upon which the sum of £ per share has been fully 
 
 paid up. And whereas by an order of the of the Court , 
 
 dated the day of , the old company was ordered to be wound 
 
 up compulsorily by the said Court under the provisions of the Companies 
 Acts, 1862 to 1890, and by another order dated the day of , 
 
 the said A. B. was appointed the liquidator to conduct the winding-up 
 thereof. And whereas in order to effect a reconstruction of the old com- 
 pany, the liquidator of the old company has contracted and agreed with 
 the said C. D., as such agent or trustee for the new company as aforesaid, 
 for the sale to him of all the estate and interest of the old company and 
 of the liquidator in the property, plant, machinery and effects, and 
 
 all choses in action and property of the company of whatsoever kind, 
 
 No. 237. 
 
 Agree- 
 ment for 
 sale and 
 transfer 
 to a pro- 
 posed new 
 company 
 on recon- 
 struction 
 where 
 winding- 
 up is by 
 the Court.
 
 590 Forms. 
 
 No. 237. upon the terms hereinafter mentioned. Now, therefore, it is hereby 
 agreed as follows : — 
 
 1. The said C. D. shall, within one week after this agreement shall be 
 approved of as hereinafter mentioned, cause to be incorporated a com- 
 pany to be called "The Company, Limited" (or such other name 
 as may be hereafter agreed upon), with a capital of not less than £ 
 divided into shares of £ each, and the articles of association 
 thereof shall adopt this contract and empower the directors thereof to 
 carry out the same. 
 
 2. The old company by the liquidator thereof shall sell, and the said 
 C. D. as trustee for the new company as aforesaid shall purchase and take 
 over (without investigation of the title of the old company thereto), all 
 and singular the property movable and immovable, undertaking, works, 
 goodwill, business and effects of the old company, together with all 
 contracts, agreements and debts, both secured and unsecured, and the 
 benefit of ail securities which the old company has entered into or is 
 entitled to, and all other the real and personal property and choses in 
 action of the eld company whatsoever and wheresoever, but subject never- 
 theless as to all the said premises, to any mortgages, charges, liens and 
 incumbrances (if any) now affecting the same or any part thereof. 
 
 3. The consideration for such sale and transfer shall be as follows : — 
 (a.) The new company shall issue to the shareholders in the old 
 
 com | any whose shares have been or may be fully paid up 
 upon their applying for the same within [here state time'] and 
 upon paying the sum of Is. per share upon such application, and 
 agreeing to pay the remaining 4s. per share at the times herein- 
 after mentioned, one share in the new company credited with the 
 sum of 15s. as having been paid up thereon for each share fully 
 paid up held by such shareholder in the old company. The 
 balance in respect of every such share, namely, 4s., shall be pa} r - 
 able Is. upon allotment and the remaining 3s. by such calls rot 
 exceeding Is. each, as the directors of the new company shall 
 from time to time determine, but so that there shall be an 
 interval of not less than three months between the respective 
 times for payment of every such call. 
 (Z>.) The new company shall take over all the debts and liabilities 
 of the old company, and shall pay, satisfy and discharge the 
 same, and shall at all times hereafter indemnify the old company 
 and the liquidator thereof from and against the same and all 
 claims and demands which may have been or which may at any 
 time hereafter, until the close of the liquidation thereof, be made 
 upon or attach to such old company, or its liquidator, and shall 
 pay all the costs, charges and expenses of aud incident to the 
 liquidation of the old company, and the formation and incor- 
 poration of the new company and the carrying of this scheme of 
 reconstruction into effect. 
 
 4. The liquidator shall, within one week after the incorporation of the 
 new company, furnish the directors of the new company with a list of the 
 shareholders in the old company whose shares have been fully paid up, 
 and who are entitled to apply for and receive shares in the new company 
 in pursuance of the terms of this agreement, and thereupon the new 
 company shall offer the shares in the new company, and shall allot the 
 same to such holders in manner hereinbefore provided upon receiving 
 applications for the same within the time hereinbefore mentioned. 
 
 5. All shares in the new company not applied for by shareholders in 
 the old company within such time as may be determined on by the 
 directors of the new company may be issued [here state how to be issued],
 
 Forms. 
 
 591 
 
 and the shareholders in the old company who do not apply within the 
 time limited hy the directors of the new company, as aforesaid, shall have 
 no claim whatever upon the same. 
 
 6. Before the issue of any such shares as aforesaid, all proper agree- 
 ments shall from time to time be filed with the Eegistrar of Joint Stock 
 Companies to provide for the same being duly credited in the books of 
 the company with the amount of 15s. per share paid up thereon or such 
 other amount as may be agreed upon. 
 
 7. The old company by the liquidator shall as soon as conveniently 
 may be (subject to clause 8 hereof) execute and do at the expense of the 
 new company all such assurances and things as shall be reasonably 
 required by the new company for vesting in it the property hereby agreed 
 to be transferred and conveyed or any part thereof, and giving to it the 
 full benefit of this agreement, and in the meantime subject as aforesaid 
 the old company shall stand possessed of the property agreed to be hereby 
 sold in trust for the new company. 
 
 8. Provided always that the old company shall have a lien upon the 
 whole property agreed to be hereby transferred for all moneys payable by 
 the new company under this agreement, and until the same shall have 
 been paid, the liquidator shall be at liberty to retain possession of all or 
 any part of the said property and thereout at his discretion to raise and 
 pay such moneys or any part thereof. 
 
 [9. If any dispute or difference shall rise between the parties hereto 
 touching the subject matter of this agreement or the construction thereof, 
 or anything connected therewith, the same shall be referred to two 
 arbitrators or an umpire, pursuant to the provisions contained in the 
 Arbitration Act, 1889, or any then subsisting statutory modifications 
 thereof. 3 
 
 10. In the event of the said intended new company not being formed 
 and registered within the time specified in the first clause of this agree- 
 ment, or of its being formed and being unable by reason of its having 
 an insufficient amount of capital subscribed to carry out within three 
 months of its incorporation the terms aforesaid, or in the event of the 
 sanction of the judge not being given hereto, this agreement shall cease 
 and determine, and the rights of the respective parties shall be the same 
 as if this agreement had not been entered into, and the respective parties 
 hereto shall not have any claim against the other for compensation, or 
 expenses, or otherwise, in relation thereto. 
 
 11. This agreement is subject to the approval of the judge exercising 
 the jurisdiction in companies winding-up. 
 
 12. This agreement is entered into by the said C. D. simply as trustee 
 for the said intended company, and he shall be under no personal liability 
 in respect to the same. 
 
 As witness the hands of the said parties hereto — 
 The Company, Limited 
 
 (In liquidation). 
 
 A. B., Liquidator. 
 Witness to the signatures, &c, C. D. 
 
 No. 237. 
 
 No. 
 
 Form of Application for Shares. 
 To the Directors of the Company, Limited. 
 
 No. 238. 
 
 Applica- 
 . tion for 
 
 I, the undersigned, beiDg a shareholder of the Company, Limited, s h ar es by 
 
 in liquidation, and having paid to your bankers the sum of £ : s. share- 
 (being a deposit of Is. per share), request that you will allot me 
 
 holders in.
 
 ;o2 
 
 Forms. 
 
 No. 238. 
 
 old com- 
 pany pur- 
 suant 
 to the 
 scheme(tt). 
 
 £1 shares in the Company, Limited, credited with 15s. as paid up 
 
 thereon, and I hereby agree to accept such shares and to pay the further 
 instalments when called upon, in accordance with the agreement for the 
 sale of the property to this company, dated the day of _ _, and 
 
 I aoree to be bound by the memorandum and articles of association of 
 the'company ; and I authorize you to place my name upon the register of 
 members of the c mnpany for the shares allotted to me. 
 
 The shares are applied f r on condition that they are issued to meas 
 credited with Los. paid up in respect of each share, in accordance with 
 the said agreement, and I authorize X. Y. to sign, on my behalf, an 
 agreement providing for the issue of such shares as credited with 15s. 
 paid up in respect thereof («). 
 
 (Signature) 
 
 (Full name) 
 
 (Address) 
 
 (Description) 
 Any shareholder desiring to pay up in full on allotment will please 
 sign the following form: — 
 
 I desire to pay up in full on allotment. 
 (Signature) 
 Date day of 
 
 Bankers' ReceCt fob Deposit on Application. 
 
 Received this day of , of , the sum of pounds 
 
 shillings, being a deposit of Is. per share on an application for 
 £1 shares in the Company, Limited. 
 
 For Bank, Limited. 
 
 This form to be presented to the banker intact, who will return the 
 receipt to the applicant, who must retain the same until exchanged for 
 certificate. 
 
 Note. — The certificate for shares in the Company, Limited (in 
 
 liquidation), together with the bankers' receipts for amounts payable 
 upon application and allotment, will have to be handed over in exchange 
 for certificate in this company. 
 
 No. 239. 
 
 Agree- 
 ment (for 
 registra- 
 tion pur- 
 suant to 
 s. 25, Com- 
 panies 
 Act, 1867), 
 for issue 
 of shares 
 partly 
 paid up. 
 
 Memorandum of Agreement made the day of , between 
 
 the Company, Limited, whose registered office is situated at No., 
 
 &c. (hereinafter called " the company "), of the one part, and X. Y. of, 
 &c, as trustee and agent for and on behalf of the several persons 
 whose names are entered in the schedule hereto (hereinafter called " the 
 scheduled applicants "), of the other part. 
 
 Whereas by a memorandum of agreement dated the day of 
 
 , and made [here recite the agreement]. And whereas the com- 
 pany was duly incorporated under the provisions of the Companies 
 Acts, 1862 to 1890, on the day of , and memorandum and 
 
 articles of association of the company were duly registered, and by a 
 contract under seal dated, &c, endorsed on the said agreement, the company 
 in pursuance of the said agreement, and to give effect thereto, ratified 
 and adopted the said agreement, and declared the same to be binding on 
 
 (a) The Memorandum of Association will be printed on the back.
 
 Forms. 593 
 
 the company as if it had been incorporated before the date of the No. 239. 
 
 contract, and had entered into it instead of the said A., ratified and 
 
 confirmed the agreement hereinbefore referred to and set forth in the 
 schedule to the said articles of association. And whereas the scheduled 
 applicants being respectively holders of shares in the old company, 
 or the nominees or transferees of such holders, have in pursuance of 
 the hereinbefore recited agreement applied for and agreed to take 
 such respective number of shares as are set opposite to their respective 
 names in the third column of the schedule hereto credited with the 
 sum of fifteen shillings per share as paid up thereon, and have paid to 
 the bankers of the company the respective sums payable upon ap- 
 plication for the said shares, being one shilling per share upon each 
 share intended to be allotted to them, and have agreed to pay the 
 remaining four shillings per share in accordance with the terms of the 
 said agreement, and it is accordingly intended to allot and issue to them 
 respectively the shares in the company placed opposite to their re- 
 spective names in the said third column of the said schedule bearing the 
 respective distinguishing numbers which are set forth in the fourth 
 column of the said schedule. And whereas it has been agreed that all 
 shares so to be allotted shall be held as shares having the sum of fifteen 
 shillings per share paid thereon in addition to the amount paid upon 
 application. And whereas each of the scheduled applicants has re- 
 quested the said X. Y. to execute this agreement on his or her behalf. 
 Now it is hereby witnessed that in pursuance of the premises, and in 
 consideration of each of the scheduled applicants having paid to the 
 bankers of the company the amount payable on application, being one 
 shilling per share upon the number of shares set opposite the names of 
 the scheduled applicants in the third column of the said schedule, the 
 company will allot and issue to such scheduled applicants respectively 
 the number of shares set opposite their respective names in the said 
 third column of the said schedule, having the respective distinguishing 
 numbers which are set forth in the fourth column thereof credited with 
 the sum of fifteen shillings per share paid up upon each share in addition 
 to the sum of one shilling per share payable upon application. And it 
 is hereby agreed and declared that the shares so to be allotted as afore- 
 said shall be deemed and taken to have been issued, and shall be held 
 as shares upon which sixteen shillings per share have been paid, and 
 shall be liable for further payment of four shillings per share and no 
 more. And the company hereby undertake and agree that they will 
 cause this agreement to be duly registered at the Joint Stock Companies 
 Registration Office in pursuance of the Companies Act, 1867, before 
 such shares or any of them are issued. 
 
 In witness whereof the said Company, Limited, have caused its 
 
 common seal to be hereunto affixed, and the said X. Y. has hereunto set 
 his hand and seal the day and year first before written. 
 
 The Schedule above referred to. 
 
 To of , the liquidator of the Company, Limited. No. 240. 
 
 I hereby give you notice that I dissent from the special resolution 
 
 for reconstruction of the above-named company, passed and confirmed at Notice of 
 the general meetings held on the day of and the day d 18361 "' 
 
 of . And I further give you notice that I did not vote in favour 
 
 of the said resolution at either of the said meetings. And I hereby require 
 
 E.W. 2 Q
 
 594 
 
 Forms. 
 
 No. 240. you either to abstain from carrying such resolution into effect, or to 
 
 purchase the interest held by me at a price to be determined in accordance 
 
 with the provisions of section 162 of the Companies Act, 1862. 
 
 (Signed) A. B. 
 (Address.) 
 Dated this day of 189 . 
 
 No. 241. 
 
 Agree- 
 ment to 
 amalga- 
 mate with 
 an exist- 
 ing com- 
 pany. 
 
 An agreement made the day of between J. of on behalf 
 
 of the Company, Limited (hereinafter called the " A Company "), of 
 
 the one part and the Company, Limited (hereinafter called the " B 
 
 Company "), of the other part. [Recite formation of the A Company and 
 particulars as to the shares, &c. ; the like as to the B Company.] And 
 whereas it is intended that the A Company shall be wound up volun- 
 tarily, and that the liquidators thereof shall be authorized to adopt and 
 carry out this agreement. Now these presents witness, and it is hereby 
 agreed as follows : — 
 
 1. The A Company shall transfer and the B Company shall take over 
 all the undertaking, &c. [adopt form 237 . 
 
 2. In consideration of such transfer, the B Company shall — 
 
 (1.) Pay, satisfy, and discharge all the debts, liabilities, and engage- 
 ments of the A Company due and owing at the time of the 
 adoption of this agreement, and indemnify the A Company, 
 its liquidators and contributories therefrom, and against all 
 actions, proceedings, costs, claims, and demands in respect 
 thereof. 
 
 (2.) Pay the costs and expenses of and incident to winding up the 
 A Company, and of carrying the said transfer into effect, 
 and indemnify the A Company, its liquidators and contri- 
 butories therefrom. 
 
 (3.) Allot to every member of the A Company or his nominee or 
 nominees at the request of such member one £ share in 
 the B Company, with the sum of £ credited as paid up 
 in respect of every £ share held by him in the A Com- 
 
 pany. 
 
 3. In the event of the liquidators, &c. [see clause 5 of form 235]. 
 
 4. [Insert clause 6 of form 235.] 
 
 5. The said transfer shall take effect as from the date hereof. Until 
 completion the A Company shall hold the said property agreed to be 
 transferred, and shall carry on its business in trust for the B Company. 
 
 6. The A Company by its liquidators shall, &c. [see clause 7 of 
 form 237]. 
 
 7. [Insert clause 8 of form 237.] 
 
 8. This agreement is conditional on the adoption hereof by the liqui- 
 dators of the A Company on or before the day of next, with 
 the sanction of a special resolution of that company, and if this agreement 
 shall not be so adopted, either of the parties hereto may, by giving notice 
 in writing to the other, rescind the same. 
 
 9. As soon as this agreement shall have been adopted in manner afore- 
 said, the said J. shall be discharged from all liability in respect thereof. 
 
 10. [These presents are intended to operate as an agreement only, and 
 not as a conveyance, transfer, or assignment.]
 
 Forms. 595 
 
 ARRANGEMENTS. 
 
 1. The creditors of the company shall accept and receive the sum of No. 242. 
 
 twelve shillings and six pence in the pound in discharge of their respective 
 
 debts/such sum of twelve shillings and six pence in the pound to be paid Scheme of 
 
 to them by ten half-yearly instalments of one shilling and three pence in arrange- 
 
 the pound. ment - For 
 
 2. Notwithstanding clause 1 hereof, every creditor of the company & notlier 
 whose debt does not exceed one hundred pounds shall be entitled to uaraerauh 
 claim and receive within three months of the sanction of this scheme by jg of form 
 the Supreme Court the sum of nine shillings in the pound upon the 250. 
 amount of his debt in discharge of the indebtedness of the company 
 
 to him. 
 
 3. Any creditor whose debt does not exceed one hundred pounds who 
 shall not within one month from the sanction of the Court being given to 
 this scheme elect by notice in writing delivered to the company either at 
 Melbourne, Brisbane, or London, to accept the composition mentioned in 
 clause 2, shall be deemed to have elected to receive in lieu thereof the 
 payments mentioned in clause 1. 
 
 4. Payment of the first instalment under clause 1 shall be made at the 
 expiration of six months from the sanction of the Court being given to 
 this scheme. 
 
 5. All further proceedings for the winding-up of the company shall be 
 stayed, and the property, effects, and assets of the company and the control 
 of the business of the company shall be restored to the present directors. 
 
 6. No dividends shall be paid to shareholders until all instalments 
 payable under this scheme have been paid. 
 
 7. The company may at any time, on three months' notice, pay 
 cff, pari passu, without any preference or priority, the instalments 
 payable under this scheme before the same become due. 
 
 8. Nothing in this scheme shall be deemed to prejudice any existing 
 security, lien, or charge upon the assets of the company or any part 
 thereof, and the creditors of the company shall retain all their rights and 
 remedies against any person or corporate body other than the company. 
 
 9. If and when the company shall have paid all. its creditors the 
 amounts coming to them under this scheme, and it shall at any time 
 thereafter, after making due provision for or having paid its then existing 
 creditors, have any moneys available, therefor it shall be entitled to apply 
 such moneys or any part thereof to pay, pari passu, without any pre- 
 ference or priority to its present creditors, and to each of them from time 
 to time, such sum or sums as with the moneys paid to them and each of 
 them under the provisions of this scheme shall amount to the sum of 
 twenty shillings in the pound on their respective debts. 
 
 10. The Supreme Court may alter, modify, or add to this scheme as it 
 may think fit and proper. 
 
 11. The costs, charges, and expenses of the petitioner since the date 
 of the windiug-up order, preliminary to and of and incident to the said 
 scheme, and of the proceedings to approve and confirm the same, and 
 the like fees, costs, charges, and expenses of the Official Keceiver be paid 
 out of the assets of the said company in the hands of the Official 
 Eeceiver.
 
 596 
 
 Forms. 
 
 No. 243. 
 
 pro- 
 ceedings 
 generally 
 required 
 
 by 
 
 Vaughan 
 Williams, 
 J. (see 
 ante, 
 p. 450). 
 
 No. 244. 
 
 Summons 
 for leave 
 to call 
 meetings 
 under the 
 Joint 
 Stock Co. 
 Arrange- 
 ment Acts. 
 
 The liquidators shall he at liberty, if they shall so think fit, to initiate, 
 and they shall, if so required by the Court, initiate and prosecute proceed- 
 ings under s. 10 of the Companies (Winding-up) Act, 1890, and all the 
 costs of the liquidators incidental to or incurred by them, or which they 
 shall be ordered to pay in connection with such proceedings, shall be paid 
 by the new company. 
 
 In the High Court of Justice. 
 (Companies Winding-up.) 
 Mr. Justice Vaughan Williams. 
 
 In the Matter of the Companies Act, 1862 to 1890, 
 and 
 In the Matter of the Joint Stock Companies Arrangement Act, 1870, 
 
 and 
 In the Matters of the Company, Limited. 
 
 [Formal Parts.] 
 
 That the applicant may be directed to convene separate meetings of 
 the [state what, e.g., (1) of the debenture-holders, (2) of the unsecured 
 creditors, and (3) of the members of the above-named company] for the 
 purpose of [state purpose, e.g., considering and, if thought fit, approving a 
 scheme of arrangement to be made between such debenture-holders and 
 creditors and the company], and that the applicant may be directed to 
 convene the same in manner following [state how], or in such other manner 
 as the Court may direct, and that a chairman of the said meetings may be 
 appointed, and may be directed to report the result thereof to the Court. 
 
 No. 245. [Title as inform 244.] 
 
 7 Order that the applicant be at liberty, pursuant to the above Acts, to 
 
 r ^ or „ convene a meeting of the unsecured creditors of the above-named company, 
 
 unsecured '° ^ e ^ e '^ a * on ^ e day of , for the purpose of 
 
 creditors considering and, if thought fit, approving, with or without modification, a 
 
 scheme of arrangement proposed to be made between the said company 
 
 and its unsecured creditors, which scheme of arrangement is the exhibit 
 
 to the said affidavit of 
 
 And it is ordered that an advertisement convening such meeting, and 
 
 stating that a copy of the said scheme of arrangement can be seen at the 
 
 offices of the applicant and his solicitors, be inserted in the London Gazette, 
 
 in the Times newspaper, and the not later than the day of 
 
 , and that in addition a notice convening the said meeting, and 
 
 enclosing a copy of the scheme of arrangement, together with a proper 
 
 stamped form of proxy, be sent by prepaid letter post not later than the 
 
 day of to each of the unsecured creditors whose names and 
 
 addresses are known to the applicant. 
 
 And it is ordered that the chairman at the said meeting be [the said 
 
 , the liquidator of the said company]. 
 And it is ordered that the chairman do report the result of the said 
 meeting to the Court.
 
 Forms. 
 
 597 
 
 [Title as in No. 244.] 
 
 Notice is hereby given, that pursuant to the directions of Mr. Justice 
 Vaughan Williams, a meeting of the unsecured creditors of the above- 
 named company will be held on the day of 189 , 
 at o'clock in the noon, at in the county of , for 
 the purpose of considering, and, if thought fit, approving, with or 
 without modification, a scheme of arrangement proposed to be made 
 between the said company and its unsecured creditors, at which time and 
 place all the unsecured creditors of the said company are requested to 
 attend. The said judge has appointed Mr. of , the liquidator 
 of the said company, to act as chairman of the meeting. 
 
 A copy of the said scheme of arrangement is enclosed herewith, 
 together with a form of proxy. 
 
 No. 246. 
 
 Notice of 
 meeting to 
 creditors. 
 
 [Title as in No. 244.] 
 
 I, the undersigned, an unsecured creditor of the above-named company, 
 hereby appoint (a) of , whom failing, of , whom 
 
 failing, of , as my proxy to act for me at the meeting of 
 
 unsecured creditors, to be held at on the day of 
 
 189 , at o'clock in the noon, for the purpose of considering, 
 
 and, if thought fit, approving, with or without modification, a scheme of 
 arrangement proposed to be made between the said company and its un- 
 secured creditors, and at such meeting and any adjournment thereof to vote 
 for me and in my name (b) the said scheme, either with or without 
 
 such modification, as my proxy may approve. 
 Dated this day of 189 . 
 
 (Signature) 
 (Address) 
 Amount of debt in figures £ : : 
 
 No. 247. 
 
 Form of 
 proxy. 
 
 Notes. 
 
 1. The Proxy must be lodged with the liquidator at his office at , 
 in the county of , not later than the day before the meeting at 
 which it is to be used. 
 
 2. Any alteration made in the form of proxy should be initialed. 
 
 [Title as in No. 244.] 
 Notice is hereby given that his Lordship, Mr. Justice Vaughan Williams, 
 has directed a meeting of the unsecured creditors of the above-named 
 company to be summoned, pursuant to the above statutes, for the purpose 
 of considering, and, if thought fit, approving, with or without modifica- 
 tion, a scheme of arrangement proposed to be made between the said 
 company and its unsecured creditors. And that such meeting will be 
 held on the day of 189 , at o'clock in the _ noon, 
 
 at in the county of , at which time and place the creditors of 
 
 (a) If any other proxy is preferred, 
 strike out names here inserted and add 
 name of proxy preferred, and initial 
 the alteration. The proxy must be an 
 unsecured creditor of the company. 
 
 (b) If for, insert " for." If against, 
 insert "against," and strike out the 
 words after scheme, and initial such 
 alterations. 
 
 No. 248. 
 
 Advertise- 
 ment of 
 meeting.
 
 598 
 
 Forms. 
 
 No. 248. the above-named company are requested to attend. The said judge has 
 
 appointed Mr. of , the liquidator of the said company, to act 
 
 as chairman of such meeting. A copy of the said scheme of arrange- 
 ment may be seen at the office of the said liquidator, situate at , or at 
 the offices of his solicitors, Messrs. , No. , Street, in the 
 City of London. 
 
 No. 249. 
 
 Report of 
 chairman 
 of meet- 
 ing. 
 
 [Title as in No. 244.] 
 
 I, of , in the county of , the person appointed by Mr. 
 
 Registrar Hood to act as chairman of a meeting of the unsecured creditors 
 of the above-named company, summoned by a notice dated the 
 day of 189 , and duly advertised in pursuance of the order of this 
 
 Honourable Court, dated the day of 189 , and held on the 
 
 day of 189 , at , in the county of , do hereby 
 
 report to this Honourable Court the result of this meeting as follows : — 
 
 1. The said meeting was attended by unsecured creditors in 
 person, and by unsecured creditors by proxy. The total amount of 
 the debts of the creditors present in person and by proxy amount to 
 £ 
 
 2. The scheme of arrangement referred to in the said order, dated the 
 
 day of 189 , was read to the said meeting, and the following 
 
 resolution was thereafter put by me to such meeting, that is to say : 
 " Resolved that the scheme of arrangement between the Company, 
 
 Limited, and its unsecured creditors as now submitted by the chairman 
 of this meeting , be, and the same is hereby approved and agreed to, 
 
 and that it is desirable that the said scheme be carried into effect, with 
 power nevertheless to the present or other liquidator of the 
 Company, Limited, to assent on behalf of all the unsecured creditors of 
 the said company to any alteration of or modifications in the said 
 scheme which the Court to which application is made to sanction the 
 scheme may think fit to approve or impose." 
 
 3. The persons named in the first schedule hereto, in number, 
 voted in favour of the said resolution ; the persons named in the second 
 schedule hereto, in number, voted against the said resolution. The 
 voting was at first taken on a shew of hands. On a poll being taken, 
 the result was that it was ascertained that the said creditors were 
 creditors to the extent of £ , and the said creditors were 
 creditors to the extent of £ . Creditors to the value of £ 
 
 were present, but did not vote. 
 
 The First Schedule. 
 
 Name of Creditor. 
 
 Amount of Debt. 
 
 £ s. d. 
 
 The Second Schedule.
 
 Forms. 
 
 599 
 
 [Title as inform 244.] 
 
 To Her Majesty's High Court of Justice. 
 
 The humble petition of [the company and its liquidator.] 
 Sheweth as follows : — 
 
 1. Your petitioner, the above-named company [hereinafter called 
 " the company "), was on the day of 18 , incorporated 
 under the Companies Act, 1862 to 1880, as a company, limited by shares, 
 with a nominal capital of £ divided into preference and 
 
 ordinary shares of £ each. 
 
 2. The registered office of the company is situate at No. 
 
 3. The company was by its memorandum of association empowered to, 
 &c. [state chief objects of the company], and to undertake the other businesses 
 and objects set forth in the said memorandum of association. By the same 
 memorandum of association the company was also empowered to borrow 
 and raise money for the purposes of its undertaking, &c. [state clause in 
 memorandum]. 
 
 4. In the terms of the said agreement referred to in the company's 
 memorandum of association, which was dated the of 18 , 
 and made between, &c. (and which was duly adopted by the 
 company after registration, and duly registered at Somerset House 
 pursuant to section 25 of the Companies Act, 1867), the company 
 acquired the said lands, buildings, and premises known as, &c. 
 The consideration paid by the company for the said premises was 
 £ , which was satisfied as to £ part thereof, &c. 
 
 5. Of the authorized capital beyond the said ordinary shares 
 issued as aforesaid, in pursuance of the said agreement preference 
 shares and no more have been issued. These, like the said ordinary 
 shares in issue, are all fully paid, but they were paid for in cash by 
 those who subscribed for them. 
 
 6. The company in the year 18 issued a first mortgage debenture to 
 secure the sum of £ and interest, and that debenture is still 
 outstanding. 
 
 7. At the same time, namely, in the year 18 , the company issued a 
 second debenture to secure a principal sum of £ , and that 
 debenture is also still outstanding. 
 
 8. Both the said first and second debentures are charged upon the 
 whole undertaking and property, whatsoever and wheresoever of the 
 company, including its uncalled capital. The charge created by the said 
 first debenture is a first charge upon the company's undertaking and 
 property, and the charge created by the said second debenture is subject 
 only to the principal moneys and interest secured by the first. The 
 company is possessed of no assets which are not included in the charge in 
 favour of the respective holders of the said first and second debentures. 
 
 9. The amount received by the company in respect of its preference 
 shares issued as aforesaid was £ . The whole of the said sum was 
 applied by the company in discharge of the cash consideration payable 
 under the said contract of sale. The moneys received in respect ot its 
 said debentures, amounting to £ , have been expended iu the 
 execution of repairs and improvements in the company's hotel, and in 
 replenishing and refurnishing the same. 
 
 10. Up till the month of in the present year the operations of 
 the company had been sufficiently successful to admit of the payment of 
 dividends upon the said preference shares, and in the year 18 and 18 
 the profits of the company were sufficient to admit of the payment of 
 dividends on the company's ordinary shares as well, the active manage- 
 ment of the company's hotel being in the hands of the managing director 
 
 No. 250. 
 
 Petition 
 for the 
 Court's 
 sanction to 
 arrange- 
 ment.
 
 600 Forms. 
 
 No. 250. » "who had held that office since the company's formation, and who 
 
 until the discoveries now to be mentioned had enjoyed the complete 
 
 confidence both of the board and the shareholders of the company. 
 
 11. During the audit of the company's books in , however, the 
 auditors of the company were unable to obtain from proper 
 vouchers for his receipts and of the expenditure made by him on the 
 company's behalf. The auditors informed the directors of this, and they 
 at once directed the auditors to make a thorough investigation into the 
 managing director's accounts, and thereupon, rather than face the 
 consequences of such an investigation, the said managing director fled the 
 country and has not since been heard of. 
 
 12. The investigation, however, proceeded, and in the result it was 
 discovered that the amount of the said managiug director's defalcations 
 concealed by him up to that time by forgery and other systematic 
 falsifications amounted to many thousands of pounds, and that in con- 
 sequence of such defalcations the company, although possessed of a 
 valuable property and undertaking, was in a highly critical financial 
 condition, from which nothing but the infusion of fresh capital could 
 extricate it, it being found that beyond its debenture debt above alluded 
 to large sums were due to its landlords for arrears of rent, and £ or 
 thereabouts were due to unsecured creditors. 
 
 13. The immediate result of these disclosures was that the landlords 
 levied a distress for rent upon the company's premises ; the holders of the 
 first debenture threatened to appoint a receiver, as they were, upon such 
 distress being levied, entitled to do of the undertaking, with a view to the 
 realization of their security, and two winding-up petitions against the 
 company were presented. 
 
 14. Under these circumstances the directors of the company, realizing 
 that prompt measures must be taken if the company's undertaking was 
 to be preserved for its shareholders, approached the landlords, debenture- 
 holders, and principal unsecured creditors with a view of seeing whether 
 some arrangement could not be made for tiding over the company's 
 difficulties and preserving its business intact. 
 
 15. In response to these overtures the company's landlords, the said de- 
 benture-holders, and tlie great bulk of the unsecured creditors, recognizing 
 the unfortunate position in which, owing to the defalcations aforesaid, the 
 company found itself, expressed themselves willing to stand by for a time 
 in order to enable the directors of the company to endeavour to raise 
 some further capital, by means of which a reasonable arrangement might 
 be made with the creditors, and the undertaking be preserved for the 
 shareholders. 
 
 16. The directors, accordingly, having obtained assurances that the 
 necessary further capital would be forthcoming, and could be obtained on the 
 security of a further issue of second debentures of the company, prepared 
 and submitted to the landlords, the respective holders of the said first and 
 second debentures of the company 7 , and the unsecured creditors of the 
 company the scheme of arrangement hereafter mentioned, and finding 
 that it was received with favour on all hands, they determined to take 
 the necessary steps for the purpose of having it formally approved, so 
 that it might in due course be brought before the court for its sanction. 
 
 17. With this view extraordinary general meetings of the company 
 were duly convened, and held on the and days of 18 , 
 and at these meetings a special resolution for the voluntary winding up of 
 the company was duly passed and confirmed, and your petitioner, the said 
 
 ,was duly appointed liquidator for the purpose of the said winding- 
 up. Furthermore, the said scheme of arrangement was submitted to the 
 shareholders present at the second of the said meetings, and with one
 
 Forms. 601 
 
 dissentient was approved, and your said petitioner as liquidator was No. 250. 
 
 directed to take all necessary steps for the purpose of carrying the 
 
 scheme into effect, and obtaining in due course the sanction of the 
 court thereto. 
 
 18. Such scheme of arrangement is in the following terms : — 
 
 1. Save as hereinafter provided, every unsecured creditor of the above- 
 
 named company (hereinafter called "the company") shall accept, 
 in full satisfaction of the debt which he shall establish to be 
 owing to him by the company, (a.) a cash composition of 
 in the pound upon the amount of his said debt, such cash com- 
 position to be payable within days after this scheme is 
 sanctioned as hereinafter provided, or after his debt is established, 
 whichever event shall last happen ; (b.) the right to have issued 
 to him upon the expiration of days after the business of 
 the company shall have been resumed in manner hereinafter 
 mentioned, and after his debt shall have been established, as 
 aforesaid in respect of each complete sum of £1 of his said debt 
 remaining undischarged, by payment of the said cash composi- 
 tion a fully paid-up preference share of the company of the 
 nominal value of £1. 
 
 2. Nevertheless — 
 
 (1.) All creditors of the company who by virtue of the preferential 
 payments in Bankruptcty Act, 1888, or otherwise are entitled 
 to be paid in full in priority to other creditors, shall be paid 
 in full in cash out of the assets of the company within the 
 same period of days aforesaid. 
 
 (2.) Within the like period an agreement between the landlords 
 of the company's hotel of the one part and the company of 
 the other part shall be entered into whereby it will be 
 provided that — 
 (a.) The rent of the said premises for the quarter ending the 
 of 18 shall be paid in full by the company, 
 
 a reasonable time for payment being given by the land- 
 lords. 
 (b.) All arrears of the said rent payable by the company on the 
 18 , and amounting at that date to £ , shall 
 be paid by the company and accepted by the landlords, as 
 to £ part thereof in cash, and as to £ , the 
 
 residue thereof in second mortgage debentures of the 
 company of the issue hereinafter mentioned of the nomi- 
 nal value of £ 
 (c.) On the said agreement being entered into, the landlords will 
 withdraw the distress they have levied upon the com- 
 pany's premises in respect of the said arrears. 
 (3.) All the costs, charges, and expenses of and incidental to the 
 winding-up of the company, including any costs of and 
 incident to the pending winding-up petitions which the 
 Court may order the company to pay, and including the costs, 
 charges, and expenses of and incidental to the negotiations 
 for the reconstruction of the company, and the preparation 
 and carrying through of this scheme, and the obtaining of 
 the sanction of the Court thereto, shall be paid in full out of 
 the assets of the company. 
 
 3. Upon the payments mentioned in clause 1 and clause 2, sub-clauses 
 
 (1) and (3) hereof being made, and upon the agreement men- 
 tioned in clause 2, sub-clause (2) being entered into, all further 
 proceedings in relation to the winding-up of the company shall
 
 602 Forms. 
 
 J be stayed, and the property and assets of the company in the 
 
 hands of the liquidator shall be handed over to the directors of 
 the company, namely , to the intent that they may resume 
 
 and continue the company's business. 
 
 4. Notwithstanding the pendency, however, of liquidation, the follow- 
 
 ing proceedings shall be taken and acts done : — 
 (1.) General meetings of the company shall be called for the purpose 
 of sanctioning by special resolution the subdivision of 
 each existing preference share in the company of £ 
 into preference shares of £ 
 
 (2.) The said directors of the Company shall forthwith issue at par 
 to persons willing to subscribe the moneys necessary for the 
 purpose of making the payments mentioned in clause 1 and 
 clause 2, sub-clauses (1) and (3) hereof, and also the cash 
 payments mentioned in the agreement mentioned in clause 
 2, sub-clause (2), second debentures of the company to an 
 amount not exceeding £ , such debentures to be in the 
 
 same form as and to rank pari passu in all respects with 
 the second debentures of the company now outstanding. 
 The proceeds of the said second debentures so to be issued 
 as aforesaid shall as received forthwith be handed over to 
 the liquidator for the purpose of enabling him to make 
 therewith the payments aforesaid. 
 
 5. The said , who is the holder of all the second debentures of 
 
 the company now outstanding, shall assent to the further issues 
 of such second debenture required for the purposes of the 
 agreement mentioned in clause 2, sub-clause (2) and of the last 
 preceding clause of this scheme, and shall on demand deliver up 
 the said second debentures now outstanding to the directors for 
 the purpose of having endorsed thereon a memorandum to that 
 effect. 
 
 6. Forthwith upon the business of the company being resumed and 
 
 continued as aforesaid, the said shall surrender to the 
 
 company fully paid ordinary shares in the company of the 
 nominal value of £ , and fully paid preference shares in 
 
 the company of the nominal value of £ 
 
 7. Except to the extent referred to in clause 5 hereof, nothing in 
 
 this scheme contained shall be deemed to prejudice any existing 
 security, lien, or charge upon the assets of the company or any 
 part thereof. 
 
 8. This scheme is subject to the sanction of the Court thereto being 
 
 obtained in accordance with the above Acts. 
 
 9. The liquidator may assent to any modification in this scheme 
 
 which the Court may think fit to approve or impose. 
 19. The said scheme had been previously approved by the holders of 
 the said debentures and the landlords of the company, and also as herein- 
 before appears by the shareholders, and on the day of 18 , 
 the said scheme was duly submitted by your said petitioner to the judge 
 in chambers, and by an order made on that day in the above matters. 
 It was ordered that your said petitioner should be at liberty to convene 
 a meeting of the unsecured creditors of the company, to be held at 
 on the day of 18 , for the purpose of considering and, if 
 thought fit, approving of the said scheme of arrangement. And it was 
 ordered that an advertisement convening the said meeting, and stating 
 that a copy of the said scheme could be seen at the offices of your 
 petitioner and his solicitors, should be inserted in the London Gazette, the 
 Times newspaper, and not later than the of 18 . And
 
 Forms. 
 
 G03 
 
 that in addition a notice convening the said meeting, and enclosing a copy 
 of the said scheme, together with a proper stamped form of proxy, should 
 be sent by prepaid letter post, not later than the said of , to 
 
 each of the unsecured creditors of the company whose names and addresses 
 were known to your said petitioner, and your said petitioner was directed 
 to preside at the said meeting and report the result thereof to the Court. 
 
 -0. Your said petitioner accordingly convened the said meeting in 
 accordance with the said order, and the said meetiug so convened was 
 held on the said of last at the aforesaid . The said 
 
 meeting was attended personally by twenty creditors of the company, to 
 whom £ or thereabouts is due, and was attended by proxy by forty- 
 
 eight creditors of the company, to whom £ or thereabouts is due. 
 
 Your said petitioner presided at the said meeting, and explained the said 
 scheme to those present, and a resolution approving of the said scheme, 
 and directing your said petitioner to carry the same into effect, having 
 been duly proposed, was unanimously carried, all of the creditors present, 
 whether in person or by proxy, recording their votes in favour of the said 
 resolution. 
 
 21. The total unsecured indebtedness of the company is about £ , 
 
 and so far as your said petitioner is aware, there is now no opposition to 
 the said scheme on the part of any creditor. Your said petitioner has 
 acted as manager of the company's hotel since , and is fully ac- 
 
 quainted, both in that capacity and also by means of the information he 
 has acquired as liquidator of the company, with the whole position and 
 prospects of the company, and your said petitioner has satisfied himself 
 that except by the subscription of fresh capital to be found under the 
 scheme, there would be little or nothing for the company's unsecured 
 creditors, inasmuch as the assets of the company would, if now realized, 
 be quite insufficient to provide more than a small dividend for these 
 creditors after satisfaction of the prior claims upon such assets. On 
 the other hand, the company is possessed of a valuable undertaking, 
 the prospects of which for the future are extremely good, and under the 
 scheme the company's creditors will, in respect of such portions of their 
 debts as are not to be paid in cash, be entitled to participate as preference 
 shareholders in any success which may hereafter attend the company's 
 operations. The advantages of the scheme to the company's shareholders 
 are, in your said petitioner's belief, obvious, and he respectfully submits 
 that in the interests of all parties the scheme is one which may properly 
 be sanctioned by the Court. 
 
 Your petitioners therefore humbly pray as follows : — 
 
 1. That the said scheme of arrangement may be sanctioned by this 
 
 Honourable Court so as to be binding on the debenture-holders, 
 landlords, creditors, and contributories of the company, and on 
 your petitioner as the liquidator thereof. 
 
 2. Or that such other order may be made in the premises as to this 
 
 Honourable Court shall seem meet. 
 And your petitioners will ever pray, &c. 
 Note. — It is not intended to serve this petition on any person. 
 
 No. 250. 
 
 [Title as above.] No. 251. 
 This Court doth hereby sanction the scheme of arrangement set forth 
 
 in paragraph of the said petition and in the schedule hereto, and sanction . 
 
 doth declare the same to be binding on [debenture-holders, &c], and ou the ^ 
 
 unsecured creditors and contributories of the said company, and also on g^me. 
 the liquidator thereof.
 
 604 
 
 Forms. 
 
 No. 251. And it is ordered that all the costs, charges, and expenses of and 
 
 incidental to thp winding-up of the said company, including the costs, 
 
 charges, and expenses of and incidental to the negotiation for the recon- 
 struction of the company, and the preparation and carrying through of the 
 said scheme and of this order, be taxed. 
 
 Petition 
 
 for 
 
 cancelling 
 
 lost 
 
 capital. 
 
 Company, Limited, and Reduced, 
 
 KEDUCTION OF CAPITAL. 
 
 I. No Diminution of Liability or Return of Capital. 
 
 No. 
 No. 252. In the High Court of Justice, 
 Chancery Division. 
 
 Mr. Justice Vaughan Williams. 
 In the Matter of the 
 and 
 In the Matter of the Companies Act, 1867, 
 
 and 
 In the Matter of the Companies Act, 1887. 
 To Her Majesty's High Court of Justice. 
 
 The humble petition of the Company, Limited, and Reduced. 
 
 Sheweth as follows : — 
 
 1. Your petitioner, the above-named company (hereinafter called the 
 company), was on the of 18 , incorporated under the 
 Companies Acts, 1862 to 1890, as a company limited by shares. 
 
 2. The registered office of the company is situate at 
 
 3. The objects for which the company was established were to acquire 
 and take over as a going concern, on the terms of an agreement referred 
 to in the company's memorandum and articles of association, the under- 
 taking of [state shortly the objects]. 
 
 4. Shortly after the incorporation of the company it commenced, and 
 has since carried on business. 
 
 5. The nominal capital of the company as fixed by the memorandum 
 of association is £100,000, divided into 10,000 shares of £10 each, and by 
 that memorandum power is taken to divide the shares in the capital for 
 the time being, original and increased, into different classes of shares, with 
 any preferential, deferred, or special rights and privileges, inter se, which 
 might be assigned thereto by or in accordance with the company's 
 regulations for the time being. 
 
 6. Pursuant to the power so reserved to it, the company, by special 
 resolution duly passed and confirmed in accordance with section 51 of the 
 Companies Act, 1862, at extraordinary general meetings of the company, 
 held respectively on the and days of 189 , resolved 
 that 2000 of the said 10,000 shares of the company which were then 
 unissued should be created into and issued as preference shares, and that 
 such preference shares should confer upon their holders the right, amongst 
 other things, to a fixed cumulative preferential dividend, at the rate of six 
 per cent, per annum, on the amount for the time being paid up on such 
 shares, and the right, in the event of the company being wound up, to have 
 the surplus assets of the company applied in the first place in repaying to 
 such preference shareholders the amount paid upon the preference shares 
 held by them respectively, and dividend thereon, if any due, the residue 
 only of such surplus assets to belong to and be divided among the other
 
 Forms. 605 
 
 shareholders of the company. The said resolution further conferred upon No. 252. 
 
 any and every holder of the said preference shares the right, on the terms 
 
 therein mentioned, to have his shares, or any of them, converted into 
 ordinary shares of the company, with all rights incidental thereto. 
 
 7. By virtue of the said special resolution, the company's nominal 
 capital of £100,000 became and now is divided into 2000 preference 
 shares, and 8000 ordinary shares of £10 each. All of the said preference 
 shares have been issued and are fully paid up. Of the said ordinary 
 shares there are in issue 7107 and no more, and of these 7107 shares 5669 
 are fully paid up, and on the remaining 1438 the sum of £6 per share and 
 no more has been paid. 
 
 8. The said preference shares in issue as aforesaid have none of them 
 been converted into ordinary shares under the power in their holders in 
 that behalf hereinbefore referred to. 
 
 9. By clause of the articles of association of the company it is 
 provided that the company may from time to time reduce its capital in 
 any manner permitted by law. 
 
 10. By a special resolution of the company, duly passed and confirmed 
 in accordance with section 51 of the Companies Act, 1862, at general 
 meetings of the company duly held on the day of and the 
 
 day of 189 respectively, it was resolved : — 
 
 " That the capital of the company be reduced from £100,000, divided 
 into 10,000 shares of £10 each, to £60,911 10s., divided into 7107 
 shares of £4 10s. each, and 2893 shares of £10 each (of which 2893 
 shares 2000 have been issued as preference shares, and the remaining 
 893 are ordinary shares and unissued), and that such reduction bo 
 effected by cancelling capital which has been lost or is unrepresented 
 by available assets to the extent of £5 10s. per share upon each of 
 the 7107 ordinary shares which have been issued and are now out- 
 standing, and by reducing the nominal amount of the said issued 
 and outstanding shares from £10 to £4 10s. per share." 
 
 11. Previously to the passing of the said special resolution, paid-up 
 capital of the company to the extent of £ and upwards had been 
 lost. 
 
 12. The reduction of capital aforesaid does not involve either the 
 diminution of any liability in respect of unpaid capital or the payment to 
 any shareholder of any paid-up capital \or as the fact is]. 
 
 13. The form of minute proposed to be registered is as follows : — 
 
 " The capital of the Co., Ld., henceforth is £60911 10s., divided 
 
 into 2000 preference shares of £10 each, 893 ordinary shares of £10 
 each, and 7107 ordinary shares of £4 10s. each, instead of the 
 original capital of £10,000, divided into 2000 preference shares and 
 8000 ordinary shares of £10 each. At the time of the registration of 
 this minute all of the said preference shares and 5669 of the said 
 ordinary shares of £4 10s. each have been issued, and are to be 
 deemed fully paid. The remaining 1438 of the said ordinary shares 
 of £4 10s. each have also been issued, but on each of these shares the 
 sum of 10s. and no more has been and is to be deemed paid up. At 
 the time of the registration of this minute the said 893 ordinary 
 shares of £10 each are unissued, and nothing is to be deemed to be 
 paid up thereon." 
 
 Your petitioner the company therefore humbly prays — 
 
 1. That the said reduction of capital to be effected by the special 
 resolution set forth in paragraph 10 hereof may be confirmed, 
 and that the above-mentioned minute may be approved by the 
 Court.
 
 606 
 
 Forms. 
 
 No. 252. 2. That the addition of the words " and reduced " to the company's 
 
 name may be dispensed with altogether. 
 
 3. Or that such further or other order may be made in the premises 
 as to the Court shall seem meet. 
 And your petitioner will ever pray, &c. 
 
 Note. — It is not intended to serve this petition upon any person. 
 
 No. 253. 
 
 Advertise- 
 ment of 
 petition. 
 
 [Title as in No. 252.] 
 
 Notice is hereby given that a petition presented to the High Court of 
 Justice, Chancery Division, on the day of for confirming a 
 
 resolution reducing the capital of the above-named company from £ 
 to £ , is directed to be heard before his Lordship Mr. Justice 
 
 Vaughan Williams, on the day of . And any creditor 
 
 or shareholder of the company desiring to oppose the making of an order 
 for the reduction of the capital of the said company under the above Acts 
 should appear at the time of hearing by himself, or his counsel for that 
 purpose. And a copy of the petition will be furnished to any creditor 
 or shareholder of the company requiring the same by the undersigned, 
 solicitors, on payment of the regulated charges for the same. 
 Dated this day of 
 
 Eegistrar. 
 Solicitors for the petitioners the above-named company. 
 
 No. 254. 
 
 Affidavit 
 in support 
 of peti- 
 tion (No. 
 
 252, ante, 
 p. 604). 
 
 [Title as in No. 252.] 
 
 I, , of , make oath and say as follows : — 
 
 1. I have, since the incorporation of the above-named company 
 (hereinafter called the company), been a director [or secretary]. I am 
 accordingly intimately acquainted with the affairs of the company, and 
 am thus in a position to depose to the statements contained in this 
 affidavit. 
 
 2. I have read the petition in the above matters now produced, &c, 
 and I believe that all the statements contained in that petition are true, 
 and that belief is grounded on the knowledge I have obtained as such 
 director [or secretary] of the company as aforesaid. 
 
 3. The document now produced, &c, is the certificate of incorporation 
 of the company. The registered office of the company is now situate 
 at 
 
 4. The document now produced, &c, is a printed copy of the 
 memorandum and articles of association of the company, and also con- 
 tains copies of all special resolutions which have been passed and 
 confirmed since the incorporation of the company, except the special 
 resolutions referred to in paragraphs G and 10 of the said petition. 
 
 5. The document now produced, &c, is a copy of the agreement 
 mentioned in paragraph 3 of the said petition, pursuant to which and 
 in consideration of the transfer to the company of the property, assets, 
 and undertaking therein mentioned, 5662 of the 5669 ordinary shares of 
 the company now in issue, which are fully paid up, were so issued and 
 allotted. The original of the said agreement was duly filed with the 
 J{e<iistrar of Joint Stock Companies before any of the shares therein 
 mentioned were allotted. With the exception of the paid-up capital
 
 Forms. G07 
 
 represented by these shaves, all the capital credited as paid up on the No. 254. 
 
 outstanding shares of the company, including the remaining seven of the 
 
 said 5669 shares, has been paid up in cash. 
 
 6. The statements contained in paragraph 4 of the petition are 
 correct. 
 
 7. The print now produced, &c, is a print of the special resolution 
 referred to in paragraph 6 of the petition, and the proceedings had at 
 the general meetings of the company, at which the said resolution was 
 respectively passed and confirmed, are duly recorded in the minute-book 
 of the company hereinafter referred to and exhibited to this affidavit. 
 The statements contained in paragraphs 7 and 8 <>f the petition are 
 correct, and these statements are further confirmed by the register of 
 members of the company which is now produced, &c. 
 
 8. The general meetings mentioned in clause 10 of the petition were 
 respectively convened by notices in the terms of the three documents 
 now produced, &c. [exhibit copies of the notices]. These notices were 
 duly sent out to the shareholders in accordance with the articles of 
 association of the company. I was present at the meetings at which the 
 resolution referred to in such paragraph was respectively passed and 
 confirmed as a special resolution, and I say that the same was duly 
 passed and confirmed in accordance with section 51 of the Companies Act, 
 1862. 
 
 9. The book now exhibited to me, &c, is the minute-hook of the 
 company, containing minutes of the proceedings had at general meetings 
 of the company. 
 
 10. At the time when the said special resolution was passed, paid-up 
 capital of the company to the extent of at least £ had been lost 
 or was unrepresented by available assets. The fact of this loss having 
 been sustained, and the causes to which it is attributable appear and 
 are correctly summarized in the report of the Board, and the accounts of 
 the company up to the 30th of September, 1894, annexed to the exhibit 
 [notice convening meeting], and I would refer to that report and these 
 accounts as correctly setting forth the position of the company. 
 
 11. From the said accounts it appears, and it is the fact, that even 
 after placing the value of £ upon the company's goodwill — an 
 item which, although one for which, having regard to the company's 
 valuable connection and old-established business I believe the company 
 to be fully entitled to take credit, had not previously appeared in 
 its accounts as an asset — there is shown to be a sum of no less than 
 £ of the paid-up capital of the company which is lost or is un- 
 represented by available assets. 
 
 12. [State how the loss has arisen and the reasons for believing it to be 
 permanent.] 
 
 13. The financial position of the company was fully placed before the 
 shareholders at their said meetings in and last, when the 
 said resolution was sanctioned. 
 
 Sworn, &c 
 
 [For form of order sanctioning the cancellation, and of advertisement of 
 the order, see forms 258 and 259.]
 
 608 Forms. 
 
 II. Where Diminution of Liability or Keturn of Paid-up 
 Capital. 
 
 No. 255. In the High Court of Justice, 
 
 Chancery Division. 
 
 Petition. Mr. Justice Vaughan Williams. 
 
 In the Matter of the Company, Limited, and Reduced, 
 
 and 
 In the Matter of the Companies Act, 1867. 
 To Her Majesty's High Court of Justice, 
 
 The humble petition of the Company, Limited, and 
 
 Reduced. 
 Sheweth as follows : — 
 
 1. [See para. l,form No. 252.] 
 
 2. [See para. 2, form No. 252.J 
 
 3. [See para. 3, form No. 252.] 
 
 4. [See para. i,form No. 252.] 
 
 5. By the said memorandum of association it was also declared as 
 follows : — 
 
 The capital of the company is £ , divided into shares 
 
 of£ each, with power to increase such capital and to give such 
 
 preference, &c. [set out paragraph of memorandum of association]. 
 
 6. Before the day of 18 [insert date of the notice convening 
 fresh meetings] of the said [founders'] shares, on each of which had 
 
 been called up and paid, had been issued, and of the said [ordinary] 
 
 shares, on each of which had been called up and paid, had been 
 
 issued by the company, except that in respect of of the said 
 
 shares there are calls in arrear to the amount of £ , and except 
 
 that shares bearing the following distinctive numbers have been paid up 
 in full, that is to say, that the sum of £ has been paid up on each 
 
 of them, namely, " to respectively inclusive. 
 
 7. The articles of association of the company, as originally framed, con- 
 ferred no power on the company to reduce its capital. By special reso- 
 lution of the company, duly passed and confirmed in accordance with 
 section 51 of the Companies Act, 1862, at general meetings of the com- 
 pany duly held on the of 189 , and the of 189 , 
 respectively, it was resolved as follows [here state verbatim the resolution 
 as to alteration of articles.] 
 
 8. By a special resolution of the company, duly passed and confirmed 
 in accordance with section 51 of the Companies Act, 1862, at general 
 meetings of the company duly held on the day of 189 , and 
 the day of 189 , respectively, it was resolved as follows : — 
 
 That the capital of the company be reduced from £ , divided 
 
 into [founders'] shares of £ each, numbered to 
 
 inclusive ; ordinary shares of £ each, numbered 
 
 to inclusive ; and ordinary shares of £ each, 
 
 numbered to inclusive ; and preference shares of 
 
 £ each, numbered to inclusive ; to £ , 
 
 divided into founders' shares of £ each, numbered to 
 
 inclusive ; ordinary shares of £ each, numbered 
 
 to inclusive ; and preference shares of £ 
 
 each, numbered to inclusive. 
 
 That such reduction be effected by returning to the holders of such of 
 the founders' shares and ordinary shares, numbered from 
 
 to and from to respectively, as shall have 
 
 been issued and paid up in full capital to the extent of £ per 
 
 share, and by reducing the nominal amount of the said shares and
 
 Forms. 
 
 G09 
 
 of the other founders' and ordinary shares numbered to 
 
 and to respectively from £ to £ , whether 
 
 the same shall have been issued and partly paid up, or shall not have 
 been issued. 
 S. The form of the minute proposed to be registered is as follows : — 
 Minute approved by the Court. The capital of the company is £ 
 (divided into founders' shares of £ each, and numbered 
 
 to ; ordinary shares of £ each, and num- 
 
 bered to and to respectively, inclusive, and 
 
 preference shares of £ each, numbered to 
 
 inclusive), instead of the original capital of £ , divided into 
 
 founders' shares of £ each, numbered to 
 
 inclusive ; ordinary shares of £ each, numbered to 
 
 inclusive ; preference shares of £ each, numbered 
 
 to inclusive; and ordinary shares of £ each, num- 
 
 bered to inclusive. At the time of the registration of 
 
 this minute of the said founders' shares, numbered 
 
 to , both inclusive, and of the said ordinary shares, num- 
 
 bered to , both inclusive, have been issued, on each of 
 
 which the sum of £ has been paid, and is to be deemed to be paid 
 
 up, except that calls amounting in the whole to £ are in arrear on 
 
 of the said ordinary shares, and £ is in arrear in respect 
 
 of of the said founders' shares, and except that on each of the 
 
 following shares £ (whereof £ will be returned) has 
 
 been paid up, that is to say founders' shares, numbered 
 
 to inclusive, and the ordinary shares, numbered to 
 
 inclusive. At the time of the registration of this minute the residue 
 of the said ordinary shares, viz. , and the whole of the said 
 
 preference shares are unsecured, and nothing is to be deemed to be 
 paid thereon. 
 Your petitioner therefore humbly prays: — 
 
 1. That the said reduction of capital to be effected by the special resolu- 
 
 tion set forth in paragraph 8 hereof may be confirmed, and that the 
 above-mentioned minute may be approved by the Court. 
 
 2. That for that purpose all necessary and proper directions may be 
 
 given, and that a day may be fixed on and after which the addition 
 of the words "and reduced" to the company's name may be 
 dispensed with. 
 
 3. Or that such other order may be made as to this Honourable Court 
 
 shall seem fit. 
 And your petitioners will ever pray, &c. 
 
 Note. — It is not intended to serve this petition on any person. 
 For form of advertisement, see form 253, ante. For form of affidavit, 
 see form 254, which can be adapted. 
 
 No. 255. 
 
 [Title as in No. 255.] 
 
 Order that an inquiry be made what are the debts, claims, and 
 liabilities affecting the company on the day of , and that notice 
 
 of the presentation of the said petition be inserted in the London 
 Gazette and the Times newspaper respectively on the day of , 
 
 and in the Standard newspaper on the day of , and that a 
 
 list of the persons who are creditors of the company on the said 
 day of , and an office copy of the affidavit verifying the same, be 
 
 left at the chambers of the Registrar in Companies Winding-up on or 
 before the day of 
 
 E.W. 2 R 
 
 No. 256. 
 
 Order for 
 inquiry as 
 to credi- 
 tors.
 
 610 
 
 Forms. 
 
 No. 257. 
 
 trar's 
 certificate 
 as to 
 creditors. 
 
 [Title as inform 255.] 
 
 I hereby certify that the result of the inquiry which has been made in 
 pursuance of the order dated the day of , made on the applica- 
 
 tion of the above-named company, the petitioners in this matter, is as 
 follows : — 
 
 The applicants have attended by their solicitors. 
 
 The debts, claims, and liabilities of or affecting the said company on 
 the day of are set forth in the first part of the schedule 
 
 hereto, and amount altogether to the sum of £ 
 
 In addition to the said debts, claims, and liabilities set forth in the said 
 first part of the schedule hereto, the said company was on the said 
 day of contingently liable on account of capital uncalled in respect 
 
 of shares held by them in divers companies. A list of the companies in 
 which the above-mentioned company had shares on the said day of 
 
 , whereon there was liability in respect of uncalled capital, is set 
 forth in the second part of the schedule hereto, and there is set opposite to 
 the name of each such company respectively the amount of shares so 
 held, the amount called up and paid, and the amount uncalled in respect 
 of shares held by the above-named company. 
 
 All the creditors of the said company wlm.se names are set forth in the 
 first and second parts of the said schedule hereto have consented to the 
 proposed reduction of capital mentioned in the petition in this matter, 
 and referred to in the said order dated , as appears by the affidavit 
 
 of , filed , and the exhibits therein referred to. 
 
 Pursuant to the said order of the day of , notice of the 
 
 petition presented by the said company for confirming a resolution 
 reducing their capital has been inserted in the London Gazette of the 
 [state names of other papers and dates], and a list of the persons who were 
 creditors of the said company on the day of , together with 
 
 an office copy of the affidavit of , filed , verifying the same, 
 
 was left at my chambers on the day of 
 
 Notice of the said list of creditors has been inserted in the London 
 Gazette, the Times [and add other papas], all dated the day 
 
 of 
 
 Dated this day of 189 . 
 
 The Schedule before referred to. 
 First Part. 
 
 Names, Addresses, and Descriptions 
 of Creditors. 
 
 Nature of Debt or Claim. 
 
 Amount of Debt or 
 Claim. 
 
 Second Part. 
 
 Name. 
 
 Nominal Amount 
 of Share. 
 
 Called per 
 Share. 
 
 Total Amount 
 uncalled. 
 
 No. 258. Order that the [cancellation and] reduction of the capital of the above- 
 
 named company resolved on and effected by the special resolution passed 
 
 Order and confirmed at two general meetings of the petitioners the 
 
 sanction- Company, Limited and Reduced, held respectively on the and the
 
 Forms. 
 
 Gil 
 
 18 , and which resolution was in the words and figures follow- 
 ing, that is to say [set out the resolutions verbatim], be confirmed. 
 
 And order that this order be produced to the Registrar of Joint Stock 
 Companies, and that an office copy thereof be delivered to him, together 
 with a minute in the words or to the effect set forth in the schedule 
 hereto. 
 
 And order that notice of the registration by the Registrar of Joint 
 Stock Companies of this order and of the said minute be published as 
 follows : that is to say, once each in the London Gazette, the Times, &c, 
 within 10 days after such registration. 
 
 And order that the addition of the words " and Reduced " to the title 
 of the above-named company be [altogether dispensed with] or [used for 
 14 days from the date of this order]. 
 
 The Schedule above referred to. 
 Minute approved by the Court. 
 
 No. 258. 
 
 ing can- 
 cellation 
 and reduc- 
 tion of 
 capital. 
 
 In the matter of the Company, Limited [and Reduced], and in 
 
 the matter of the Companies Act, 1867 [and in the matter of the Com- 
 panies Act, 1877]. 
 
 Notice is hereby given that an order of the Chancery Division of the 
 High Court of Justice, dated , confirming the reduction of the 
 
 capital of the above-named company from £ to £ , and a 
 
 minute approved by the Court shewing the particulars required by the 
 above-mentioned Acts, have been registered by the Registrar of Joint 
 Stock Companies, viz. on the day of . The said minute is 
 
 as follows : [set out minute]. 
 
 Dated the day of 189 . 
 
 Solicitors for the Company. 
 
 No. 259. 
 
 Advertise- 
 ment of 
 order 
 sanction- 
 ing re- 
 duction 
 of capital. 
 
 tion of 
 memo- 
 randum of 
 associa- 
 tion. 
 
 MEMORANDUM OF ASSOCIATION ACT, 1890. 
 
 In the High Court of Justice, No. 260. 
 
 Chancery Division. 
 
 Mr. Justice . Petition 
 
 In the Matter of the Companies (Memorandum of Association) for altera 
 Act, 1890, 
 
 and 
 In the Matter of the Com pan y, Limited. 
 
 To Her Majesty's High Court of Justice. 
 The humble petition of 
 Sheweth as follows : — 
 
 1. Your petitioner, the above-named company (hereinafter called " the 
 company "), was incorporated in the year , under the Companies 
 Acts, 1862 and 1867, as a company limited by shares, and under the 
 name of 
 
 2. The registered office of the company is situate at 
 
 3. The objects for which the company was established are by its 
 memorandum of association stated to be as follows : — 
 
 (1.) To receive money on deposit at interest, which interest may be 
 
 represented by coupons. 
 (2.) To invest the money received from payment, on shares in the
 
 612 Forms. 
 
 No. 260. stocks, or obligations of British, foreign, or colonial governments, 
 
 states, provinces, or municipalities, or of railways or other public 
 
 undertakings, guaranteed by any British, foreign, or colonial 
 government, state, province, or municipality, provided 
 that not more than one-tenth part of all the money invested 
 shall be invested in the stocks or obligations of any one 
 government, state, province, municipality, railway, or under- 
 taking. 
 (3.) To invest the money received on deposit in making advances on 
 
 any of the foregoing secuiities or in purchasing in the same. 
 (4.) To undertake the formation of and woik trusts similar to the 
 
 Foreign aud Colonial Government Trust. 
 (5.) To do all such other things as are incidental or conducive to the 
 attainment of the above objects. 
 And the nominal capital of the company was by its memorandum of 
 association stated to be £ , divided into shares of £ 
 
 each. 
 
 4. By a special resolution of the company, duly passed and confirmed at 
 extraordinary general meetings of the company, held respectively on 
 the 18 and 18 , and with the approval of the Board of 
 Trade, the company duly changed its name from to 
 
 5. By clause of the articles of association it was provided that the 
 business of the company should include the several objects mentioned in 
 or within the scope and meaning of the memorandum of association, aud all 
 incidental matters; and by clause it was provided that any branch 
 or kind of business which by the memorandum of association of the 
 company or the new articles was either expressly or by implication 
 authorized to be undertaken by the company might be undertaken by the 
 directors as therein mentioned. 
 
 6. Immediately after the incorporation the company commenced, and 
 has ever since carried on business, and before the 18 issued 
 
 shares and no more, and on which shares the sum of £ per 
 
 share has been paid up. 
 
 7. By a special resolution of the company, duly and unanimously passed 
 and confirmed at extraordinary general meetings of the company held 
 respectively on the 18 and the 18 , it was resolved: — 
 
 "That the memorandum of association of the company be altered by 
 inserting immediately after clause ( ) in paragraph of the 
 present memorandum of association of the company, the following 
 clause ( ), and immediately after clause ( ) in the same paragraph 
 the following clause ( ), and that the memorandum of association 
 of the company shall be read and construed as if the following 
 clauses ( ) and ( ) were part of the original memorandum of 
 association of the company. 
 
 " ( ) To borrow or raise money, or secure money already or hereafter 
 from time to time borrowed, or raised by the issue of perpetual or 
 terminable bonds, debentures, debenture stock, obligations, mort- 
 gages, and securities of all kinds redeemable or otherwise, and to 
 frame, constitute, and secure the said bonds, debentures, debenture 
 stock, obligations, mortgages, and securities in such manner and 
 form as may seem expedient, with full power to charge and secure 
 the same on the undertaking of the company, and on the whole 
 or any part of its property, assets, estate, lights, and effects present 
 and future (including any capital from time to time uncalled) by a 
 trust deed or otherwise, or to secure the same by deposit of securi- 
 ties or other property, or otherwise howsoever.
 
 Forms. 
 
 613 
 
 ( ) In addition to the previous powers, to invest the moneys of the 
 company on the security of, or otherwise to acquire and hold any 
 bonds, debentures, debenture stock, obligations, mort^es or 
 securities of anv companies or corporations formed or incorporated 
 under British foreign, or colonial law, and to sell, dispose of, and 
 vary the same. 
 
 8. Under existing circumstances the additional powers of borrowing 
 referred to in the last-mentioned special resolution will enable the com" 
 pany to carry on its business more economically and more efficiently 
 and to obtain its main purpose by new or improved means, and the 
 business of exercising the other additional powers referred to in the same 
 resolution may conveniently and advantageously be combined with the 
 business of the company, and the extension of the company's objects 
 proposed to be effected by the said last-mentioned resolution is required 
 in order to enable the company to carry on the said business of exercising 
 the said other additional powers. 
 
 9. The creditors of the company are the holders of per cent, deben- 
 ture stock, to whom the company is indebted in aggregate amount of 
 £ the holders of per cent, debenture stock to whom the com- 
 pany is indebted in the sum of £ , persons from whom the com- 
 pany has received money on deposit, and to whom the company is in- 
 debted in the sum of £ , and the directors, officers, and servants of 
 the company. 
 
 10. No one will be prejudiced by the extension of the company's object, 
 and it is just and equitable that the said last-mentioned special resolution 
 for the extension thereof should be confirmed. 
 
 Your petitioner therefore humbly prays as follows : — 
 
 (1.) That the alteration of the Memorandum of Association resolved 
 on and effected by the special resolution set forth in paragraph 
 of this petition may be confirmed by the Court, pursuant to the 
 Companies (Memorandum of Association) Act, 1890. 
 (2.) That with a view thereto all necessary accounts and inquiries 
 
 may be taken and made. 
 (3.) Or that such other order may be made in the premises as to this 
 Honourable Court may seem meet. 
 
 Note.— It is not intended to serve this petition on any person. 
 
 No. 260. 
 
 petition. 
 
 [Title as inform 260.] N ofii 
 
 It is ordered that the said petition be set down to be heard before his 
 
 Lordship Mr. Justice on the day of 18 , when Order for 
 
 any creditor, shareholder, stockholder, debenture-holder, or depositor advertise- 
 who desire to object may attend and be heard, and notice of the preseuta- m ent °f 
 tion of the said petition, and of the said day fixed for the hearing, be 
 inserted on or before the day of 18 , the following times in 
 
 the following newspapers ; that is to say, once in the London Gazette, 
 twice in the Times, Standard, and Daily Telegraph, and that notice be 
 sent by post in a prepaid letter, addressed to every debenture-holder and 
 depositor of the said company, seven clear days before the day fixed for 
 hearing the said petition, such notice to be settled by the judge. 
 
 Chief Clerk.
 
 614 
 
 Forms. 
 
 No. 262. 
 
 Advertise- 
 ment of 
 petition. 
 
 [Title as inform 260.] 
 
 Notice is hereby given, that a petition presented to the High Court 
 of Justice, Chancery Division, on the day of 18 , for con- 
 
 firming a special resolution passed on the day of 18 , and 
 
 confirmed on the day of 18 , " That, &c," is directed to be 
 
 heard before his Lordship Mr. Justice on the day of 
 
 18 . 
 
 Any creditor, shareholder, stockholder, debenture-holder, or depositor 
 of the company desiring to oppose the making of an order altering the 
 provisions of the memorandum of association of the said company under 
 the above Act should appear at the time of hearing by himself or his 
 counsel for that purpose. And a copy of the petition will be furnished 
 to any creditor, shareholder, stockholder, debenture-holder, or depositor 
 of the company requiring the same by the undersigned, on payment of 
 the regulated charges for the same. 
 
 Dated this day of 18 . 
 
 Chief Clerk. 
 
 Solicitors for the Company. 
 
 No. 263. [Title as inform 260.] 
 
 Circular to We De ? to give you notice that a petition presented to Her Majesty's 
 creditors. High Court of Justice, on the day of 18 , for confirming a 
 
 resolution passed at a meeting of shareholders, on the day of 
 
 18 , and confirmed on the day of 18 , " That, &c," is 
 
 directed to be heard before his Lordship Mr. Justice on the 
 
 day of 18 . 
 
 We also beg to inform you that this notice is sent to you by direction 
 of his Lordship Mr. Justice , for the purpose of ascertaining 
 
 whether you, as a debenture-holder or depositor, assent to, dissent from, or 
 are neutral with respect to the proposed alteration. 
 
 As Mr. Justice desires to know whether you assent to, dissent 
 
 from, or are neutral, we shall be obliged by your writing " assenting," 
 " dissenting," or " neutral " in the form sent herewith, and returning the 
 same to us on or before the day of 18 . 
 
 If you are desirous of opposing the making of an order for the altera- 
 tion of the memorandum of association of the said company under the 
 above Act, you must appear at the time of hearing by yourself or your 
 counsel for that purpose, and a copy of the petition will be furnished to 
 you, if you require the same, by us the undersigned, on payment of the 
 regulated charge for the same. 
 
 Dated this day of 18 . 
 
 Yours, &c, 
 Solicitors for the said company. 
 
 No. 264. 
 
 [Title as above.] 
 
 Gentlemen, 
 
 I beg to acknowledge receipt of your notice, dated the day 
 
 of 18 , of an application to confirm a resolution for altering the
 
 Forms. 
 
 615 
 
 provisions of the memorandum of association of the above-named com- No o M 
 pany, and I request that you will return me to his Lordship Mr. Justice 
 as (a) in reference to such alteration. 
 
 I am, 
 
 To Messrs. , 
 
 Solicitors. 
 
 [Title as inform 260.] 
 This _ Court doth order that the alteration of the memorandum of 
 association of the above-named company, resolved on and effected by the 
 special resolution passed and confirmed at two general meetings of the 
 petitioners, the Company, Limited, held respectively on the 
 
 day of and the , and which resolution was in the words and 
 
 figures set forth in the schedule hereto, be confirmed in conformity with 
 the provisions of the Companies (Memorandum of Association) Act, 1890. 
 And it is ordered that an office copy of this order, together with a 
 printed copy of the memorandum of association altered in accordance with 
 the said resolution, be delivered to the Registrar of Joint Stock Com- 
 panies within twenty-two days from the date of this order. 
 
 [And it is ordered that the above-named company do, within four 
 calendar months from the date of this order, give to all the present 
 debenture stockholders a first charge by way of floatirjg security on all 
 the assets and undertaking of the company.] 
 
 And it is ordered that the name of the above-named company be 
 altered within three months from the date of this order to " ." 
 
 And it is ordered that the petitioners do pay to their costs 
 
 of this petition and consequent thereon (such costs to be taxed by the 
 taxing-master in case the parties differ). 
 
 The Schedule above referred to. 
 
 No. 265. 
 
 Order 
 sanction- 
 ing 
 alteration, 
 
 DEBENTUBE-HOLDEBS' ACTIONS. 
 
 In the High Court of Justice, 
 
 Chancery Division. 
 
 Mr. Justice (b) 
 
 In the matter of the Company, Limited. 
 
 Plaintiff A. on behalf of himself and all other holders of mortgage 
 debentures in the defendant company. 
 
 Defendants. — The company and subsequent debenture-holders (if any). 
 The plaintiff claims as a debenture-holder of the defendant company — 
 
 1. A declaration that the mortgage debentures issued by the 
 
 defendant company, and now outstanding, form a charge upon 
 all the property of the company comprised therein. 
 
 2. All necessary accounts and inquiries. 
 
 3. Payment. 
 
 4. Foreclosure or sale. 
 
 5. A receiver and manager. 
 
 No. 266. 
 
 Writ. 
 
 (a) Here insert the word " assent- 
 ing," "dissenting," or "neutral," as 
 the case may be. 
 
 (b) Where the company is in process 
 of being wound, the action will be 
 attached to Yaughan Williams, J.
 
 G16 
 
 Forms. 
 
 No. 267. 
 
 Writ 
 (where 
 trust- 
 deed). 
 
 [Title as in No. L'G6.] 
 
 Plaintiff A. on behalf of himself and all other the holders of de- 
 bentures in the defendant company entitled to the benefit of the 
 indenture mentioned in the indorsement of the writ in this action. 
 
 Defendants. — The company and the trustees of the indenture. 
 
 The plaintiff claims as a debenture-holder of the defendant company — 
 
 1. To have an account taken of what is due from the defendant com 
 
 pany to the plaintiff, and the other holders of debentures entitled 
 to the benefit of an indenture, dated, &c, and made, &c. 
 
 2. To have the trusts of the said indenture carried into execution 
 
 under the direction of the Court. 
 
 3. A receiver and manager. 
 
 The defendants 
 
 are sued as trustees of the said indenture. 
 
 No. 268. 
 
 Charge to 
 secure 
 advances 
 to re- 
 ceiver. 
 
 Received from of the sum of £100, part of a sum of 
 
 £1000 authorized to be raised by an order of the H. C. of J. dated, &c, 
 and made in an action of A v. B Co., Ld., under which order every 
 part of the said sum of £1000 is to rank, pari passu, as a first charge 
 upon the assets of the said company (comprised in or charged by a certain 
 trust-deed dated, &c.) in priority to the holders of all debentures (and 
 their trustees), and is to hear interest commencing, as to the said sum 
 (the receipt whereof is hereby acknowledged), from the date hereof at the 
 rate of £ per cent, per annum until repayment, and in addition to 
 
 such interest each lender of part of the said sum of £1000 is entitled 
 to receive on being paid off a bonus as follows [state it]. The said charge 
 will be by way of floating security upon the said assets as aforesaid, and 
 the undersigned does not undertake any personal liability to pay any 
 part of the said sum of £1000, or any such interest or bonus as aforesaid. 
 Dated, &c, 
 
 Receiver and Manager. 
 
 Note. — Where one person only advances, this form can be adapted to 
 an agreement between the party advancing and the receiver. Some- 
 times the loan is made in the name of one person, who declares a trust 
 of the security in favour of the persons contributing to the loan. 
 
 No. 269. 
 
 Statement 
 of claim. 
 
 [Title as in No. 266.] 
 
 Writ issued 189 . 
 
 1. The defendant company was incorporated in 18 , under the 
 Companies Acts, 1862 to 1890, for the object amongst others of acquiring 
 and carrying on the business of, &c. 
 
 2. The memorandum of association of the company gave power to 
 borrow money [state fully clause giving power to borrow on debentures']. 
 
 3. In the month cf 18 the company borrowed and raised for 
 the purposes of the company a sum of £10,000 by the issue of mortgage 
 debentures for that amount. 
 
 4. The said debentures were all in the same form for £100 each, and by 
 each debenture the company agreed to pay to the registered holder the 
 principal thereby secured on the 18 , and in the meantime to pay 
 interest thereon at the rate of £ per cent, per annum by equal 
 half-yearly payments, and the company thereby charged with the 
 payment of such principal and interest, its undertaking and all it
 
 Forms. 
 
 G17 
 
 property, both present and future (including its uncalled capital for the 
 time being), and each debenture was described as one of a series for 
 secunng the principal sum of £10,000, and was stated to be issued on the 
 conditions endorsed thereon. 
 
 5. By the said conditions it was, inter alia, provided that the said 
 debentures should rank, pari passu, in point of charge on the property 
 therein mentioned, and that the charge by the debentures created should 
 be a floating security. 
 
 6. By another of the said conditions it was provided that if the 
 company should make default for six calendar months in the payment of 
 any interest thereby secured, the registered holder of such debentures 
 might at any time thereafter, before such interest was paid by notice in 
 writing to the company, call in the principal moneys thereby secured 
 and that such principal moneys should immediately become payable (or 
 the condition under the terms of which the principal has become payable) 
 
 n 'i a* £ laintlff is the registered holder of of the said debentures, 
 
 all dated the day of , for securing principal sums amounting 
 
 in the aggregate to £ ° 
 
 8. The company made default in payment of the half-year's interest 
 due to the plaintiff on his said debentures on the day of 
 
 and the plaintiff on the day of duly served at the registered 
 
 omce of the company a notice calling in the principal money secured by 
 his said debentures. The plaintiff afterwards demanded payment thereof, 
 but no part has been paid [or state the breach of the condition which 
 makes the principal payable]. 
 
 9. The whole of the said principal moneys and interest from 
 18 is still owing to the plaintiff. 
 
 The plaintiff claims — 
 
 (1.) A declaration that the said debentures constitute a charge on all 
 
 the undertaking and property of the company. 
 (2.) An account of what is due to the plaintiff and the other holders 
 
 of the said debentures for principal interest and costs. 
 (3.) That the said debentures may be enforced by foreclosure 
 
 or sale. 
 (4.) A receiver and manager of the property and business of the 
 company. 
 [If there is a trust-deed, add a paragraph giving short particulars of the 
 deed, and add to the claim — 
 
 (5.) That the trusts of the said indenture may be carried into 
 execution under the direction of the Court.] 
 
 No. 269. 
 
 Declare that the plaintiff and the other holders of debentures in the *a 270 « 
 defendant company, issued as in the statute of claim mentioned, are 
 entitled to a charge on all the undertaking and property of the company Jud £ ment - 
 for securing the repayment of the principal moneys and interest in the 
 said debentures mentioned. Direct the following account and inquiries : 
 (1) An account of what is due for principal and interest to the plaintiff, 
 aDd the other holders of the said debentures respectively. (2) An 
 inquiry of what the property comprised in and charged by the said 
 debentures consists, and in whom the same is vested. Adjourn for 
 consideration. Liberty to apply in chambers as to a Sile, and generally.
 
 G18 
 
 Forms. 
 
 No. 271. 
 
 Order on 
 further 
 considera 
 tion. 
 
 Tax the costs of plaintiff as between solicitor and client, including his 
 costs of and relating to the application for leave to commence this action. 
 Deal with funds as in payment schedule. 
 
 The payment schedule will direct sale of fund in Court; out of the pro- 
 ceeds, payment of the costs, and division of the residue, pro rata, among 
 the debenture-holders mentioned in the schedule to the chief clerk's 
 certificate.
 
 APPENDIX II. 
 STATUTES.
 
 Companies Act, 1862. 
 
 621 
 
 STATUTES AND ORDERS. 
 
 Tlie Companies Act, 1862 ... 
 
 The Companies Act, 1867 
 
 The Joint Stock Companies Arrangement Act, 1870 
 
 The Companies Act, 1877 
 
 Tlie Companies Act, 1879 
 
 The Companies Act, 1880 
 
 The Companies Act, 1S83 
 
 The Companies (Colonial Registers) Act, 1883 
 
 The Companies Act, 1886 
 
 Preferential Payments in Bankruptcy Act, 1888 
 
 The Companies (Memorandum of Association) Act, 
 
 The Directors' Liability Act, 1890 . 
 
 The Companies (Winding-up) Act, 1893 . 
 
 The Stannaries Act, 1869 
 
 The Stannaries Act, 1887 
 
 The Life Assurance Companies Act, 1870 
 
 The Life Assurance Companies Act, 1871 
 
 The Life Assurance Companies Act, 1872 
 
 General Order of Court of \\th November, 1862 
 
 General Order of Court of 2\st March, 1868 . 
 
 (See oilier Orders in the body of this ivork.) 
 
 1S90 
 
 PAGE 
 
 621 
 655 
 661 
 662 
 663 
 665 
 666 
 666 
 668 
 670 
 671 
 673 
 674 
 675 
 676 
 679 
 683 
 683 
 685 
 695 
 
 THE COMPANIES ACT, 1862. 
 25 & 26 Vict. c. 89. 
 
 Preliminary. 
 
 [1. Short Title.] [2. Commencement of Act.] 
 
 3. For the purposes of this Act a company that carries on the business of 
 Insurance in common with any other business or businesses shall be deemed 
 to be an insurance company. 
 
 4. No company, association, or partnership consisting of more than ten 
 persons shall be formed, after the commencement of this Act, for the purpose 
 of carrying on the business of banking, unless it is registered as a company 
 under this Act, or is formed in pursuance of some otber Act of Parliament, or 
 of letters patent ; and no company, association, or partnership consisting 
 of more than twenty persons shall be formed, after the commencemeutof this 
 Act, for the purpose of carrying on any other business that has for its object 
 the acquisition of gain by the company, association, or partnership, or by 
 the individual members thereof, unless it is registered as a company under 
 this Act, or is formed in pursuance of some other Act of Parliament, or of 
 letters patent, or is a company engaged in working mines within and subject 
 to the jurisdiction of the Stannaries. 
 
 [5. Division of Act.] 
 
 Definition of 
 
 insurance 
 
 company. 
 
 Prohibition 
 of partner- 
 ships ex- 
 ceeding cer- 
 tain number.
 
 622 
 
 Companies Act, 18G2. 
 
 Mode of 
 forming 
 company. 
 
 Mode of 
 limiting 
 liability of 
 
 lnciuliers. 
 
 Memo- 
 randum of 
 association 
 
 of a company 
 limited by 
 shares. 
 
 Memo- 
 randum of 
 association 
 of an 
 unlimited 
 company. 
 
 Stamp, 
 signature, 
 and effect of 
 memo- 
 randum of 
 association. 
 
 Power of 
 certain com- 
 panies to 
 alter memo- 
 randum of 
 association. 
 
 PAET I. 
 
 Constitution and Incorporation of Companies and Associations under 
 
 THIS A' i 
 
 M' morandum of Association. 
 
 6. Any seven or more persons associated for any lawful purpose may, by 
 subscribing their names to a memorandum of association, and otherwise 
 complying with the requisitions of this Act in respect of registration, form 
 an incorporated company, with or without limited liability. 
 
 7. The Liability of the members of a company formed under this Act may, 
 according to the memorandum of association, be limited either to the amount, 
 if any, unpaid on the shares respectively held by them, or to such amount as 
 the members may respectively undertake by the memorandum of association 
 to contribute to the assets of the company in the event of its being wound up. 
 
 8. Where a company is formed on the principle of haying the liability of 
 its members limited to the amount unpaid on their shares, hereinafter referred 
 to as a company limited by shares, the memorandum of association shall eon- 
 tain the following things ; (that is to say) — 
 
 (1.) The name of the proposed company, with the addition of the word 
 "Limited " as the last word in such name : 
 
 (2.) The part of the United Kingdom, whether England, Scotland, or 
 Ireland, in which the registered office of the company is proposed 
 to be situate : 
 
 (3.) The objects for which the proposed company is to be established : 
 
 (4.) A declaration that the liability of the members is limited; 
 
 (5.) The amount of capital with which the company proposes to be registered 
 divided into shares of a certain fixed amount : 
 Subject to the following regulations : 
 
 (1.) That no subscriber shall take less than one share : 
 
 (2.) That each subscriber of the memorandum of association shall write- 
 opposite to his name the number of shares he takes. 
 
 [9. Memorandum of association of a company limited by guarantee.] 
 
 10. Where a company is formed on the principle of having no limit placed 
 on the liability of its members, hereinafter referred to as an unlimited com- 
 pany, the memorandum of association shall contain the following things ; 
 (that is to say) — 
 
 (1.) The name of the proposed company : 
 
 (2.) The part of the United Kingdom, whether England, Scotland, or 
 
 Ireland, in which the registered office of the company is proposed to 
 
 be situate : 
 (3.) The objects for which the proposed company is to be established. 
 
 11. The memorandum of association shall bear the same stamp as if it 
 were a deed, and shall be signed by each subscriber in the presence of, and be 
 attested by, one witness at the least, and that attestation shall be a sufficient 
 attestation in Scotland as well as in England and Ireland : It shall, when 
 registered, bind the company and the members thereof to the same extent as 
 if each member had subscribed his name and affixed his seal thereto, and 
 there were in the memorandum contained, on the part of himself, his heirs, 
 executors, and administrators, a covenant to observe all the conditions of such 
 memorandum, subject to the provisions of this Act. 
 
 12. Any company limited by shares may so far modify the conditions con- 
 tained in its memorandum of association, if authorized to do so by its regula- 
 tions as originally framed, or as altered by special resolution in manner 
 hereinafter mentioned, as to increase its capital, by the issue of new shares of 
 such amount as it thinks expedient, or to consolidate and divide its capital 
 into shares of larger amount than its existing shares, or to convert its paid-up 
 shares into stock, but, save as aforesaid, and save as is hereinafter provided 
 in the case of a change of name, no alteration shall be made by any company 
 in the conditions contained in its memorandum of association (a). 
 
 (a) See new Companies (Memorandum of Association) Act, 1890.
 
 Comjjanies Act, 1862. 
 
 623 
 
 to change 
 name. 
 
 13. Any company under this Act, with the sanction of a special resolution Power of 
 of the company passed in manner hereinafter mentioned, and with the companies 
 approval of the Board of Trade testified in writing under the hand of one of 
 its secretaries or assistant secretaries, may change its name, and upon such 
 change being made, the registrar shall enter the new name on the register 
 in the place of the former name, and shall issue a certificate of incorporation 
 altered to meet the circumstances of the case ; but no such alteration of name 
 shall affect any rights or obligations of the company, or render defective any 
 legal proceedings instituted or to be instituted by or against the company, 
 and any legal proceedings may be continued or commenced against the 
 company by its new name that might have been continued or commenced 
 against the company by its former name. 
 
 Regulations 
 to be pre- 
 scribed by 
 articles of 
 association. 
 
 Articles of Association. 
 
 14. The memorandum of association may, in the case of a company limited 
 by shares, and shall, in the case of a company limited by guarantee or un- 
 limited, be accompanied, when registered, by articles of association signed by 
 the subscribers to the memorandum of association, and prescribing such 
 regulations for the company as the subscribers to the memorandum of 
 association deem expedient : The articles shall be expressed in separate 
 paragraphs, numbered arithmetically : They may adopt all or any of the 
 provisions contained in the Table marked A in the first schedule hereto : 
 They shall, in the case of a company, whether limited by guarantee or un- 
 limited, that has a capital divided into shares, state the amount of capital 
 with which the company proposes to be registered ; and in the case of a com- 
 pany, whether limited by guarantee or unlimited, that has not a capital 
 divided into shares, state the number of members with which the company 
 proposes to be registered, for the purpose of enabling the registrar to 
 determine the fees payable on registration : In a company limited by 
 guarantee or unlimited, and having a capital divided into shares, each 
 subscriber shall take one share at the least, and shall write opposite to his 
 name in the memorandum of association the number of shares he takes. 
 
 15. In the case of a company limited by shares, if the memorandum of 
 association is not accompanied by articles of association, or in so far as the 
 articles do not exclude or modify the regulations contained in the Table 
 marked A in the first schedule hereto, the last-mentioned regulations shall, 
 so far as the same are applicable, be deemed to be the regulations of the com- 
 pany in the same manner and to the same extent as if they had been inserted 
 in articles of association, and the articles had been duly registered. 
 
 16. The articles of association shall be printed, they shall bear the same 
 stamp as if they were contained in a deed, and shall be signed by each sub- 
 scriber in the presence of, and be attested by, one witness at the least, and 
 such attestation shall be a sufficient attestation in Scotland as well as in 
 England and Ireland : When registered, they shall bind the company and the 
 members thereof to the same extent as if each member had subscribed his 
 name and affixed his seal thereto, and there were in such articles contained a 
 covenant on the part of himself, his heirs, executors, and administrators, to 
 conform to all the regulations contained in such articles, subject to the provi- 
 sions of this Act ; and all moneys payable by any member to the company, in 
 pursuance of the conditions and regulations of the company, or any of such 
 conditions or regulations, shall be deemed to be a debt due from such member 
 to the company, and in England and Ireland to be in the nature of a 
 specialty debt. 
 
 General Provisions. 
 
 17. The memorandum of association and the articles of association, if any, Registration 
 shall be delivered to the registrar of joint stock companies hereinafter men- ofmemo- 
 tioned, who shall retain and register the same : There shall be paid to the ^^""tion 
 registrar by the company having a capital divided into shares, in respect of an j articles 
 the several matters mentioned in the Table marked B in the first schedule ofassocia- 
 hereto, the several fees therein specified, or such smaller fees as the Board of tiou > witu 
 
 Application 
 of Table A. 
 
 Stamp, 
 signature, 
 and effect of 
 articles of 
 association.
 
 624 
 
 Companies Act, 1862. 
 
 fees as in 
 Table B. 
 
 Effect of 
 registration. 
 
 Prohibition 
 against 
 identity of 
 names in 
 companies. 
 
 Trade may from time to time direct, and by a company not having a capital 
 divided into shares, in respect of the several matters mentioned in the Table 
 marked C in the first schedule hereto, the several fees therein specified, or 
 such smaller fees as the Board of Trade may from time to time direct ■ All 
 fees paid to the said registrar in pursuance of this Act shall be paid into the 
 receipt of Her Majesty's Exchequer, and be carried to the account of the 
 Consolidated Fund of the United Kingdom of Great Britain and Ireland. 
 
 18. Upon the registration of the memorandum of association, and of the 
 articles of association in cases where articles of association are required by 
 thifl Act or by the desire of the parties to be registered, the registrar .-hall 
 certify under his hand that the company is incorporated, and in the case of 
 a limited company that the company is limited: The subscribers of the 
 memorandum of association, together with such other persons as may from 
 time to time become members of the company, shall thereupon be a body 
 corporate by the name contained in the memorandum of association, capable 
 forthwith of exercising all the functions of an incorporated company, ami 
 having perpetual succession and a common .seal, with power to hold lands, 
 but with such liability on the part of the members to contribute to the assets 
 of the company in the event of the same being wound up as is hereinafter 
 mentioned: A certilicate of the incorporation of any company given by the 
 registrar shall he conclusive evidence that all the requisitions of this Act in 
 respect of registration have been complied with. 
 
 [19. Copies of memorandum and articles to be given to members.] 
 
 20. No company shall be registered under a name identical with that by 
 which a subsisting company is already registered, or so nearly resembling 
 the same as to lie calculated to deceive, except in a case where such subsisting 
 company is in the course of being dissolved and testifies its consent in such 
 manner as the registrar requires; and if any company, through inadvertence 
 or otherwise, is, without such consent as aforesaid, registered by a name 
 identical with that by which a subsisting company is registered, or so nearly 
 resembling the same as to be calculated to deceive, such first-mentioned com- 
 pany may, with the sanction of the registrar, change its name, and upon such 
 change being made the registrar shall enter the new name on the register in 
 the place of the former name, and shall issue a certificate of incorporation 
 altered to meet the circumstances of the case ; but no such alteration of name 
 shall affect any rights or obligations of the company, or render defective any 
 legal proceedings instituted or to be instituted by or against the company, and 
 any legal proceedings may be continued or commenced against the company 
 by its new name that might have been continued or commenced against the 
 company by its former name. 
 
 [21. Prohibition against certain companies holding land] 
 
 PART II. 
 
 Distribution of Capital and Liability of Members of Companies and 
 Associations under this Act. 
 
 Nature of 
 interest in 
 company. 
 
 Definition of 
 ' ' Member." 
 
 Distribution of Capital. 
 
 22. The shares or other interest of any member in a company under this 
 Act shall be personal estate, capable of being transferred in manner provided 
 by the regulations of the company, and shall not be of the nature of real 
 estate, and each share shall, in the case of a company having a capital 
 divided into shares, be distinguished by its appropriate number. 
 
 23. The subscribers of the memorandum of association of any company 
 under this Act shall be deemed to have agreed to become members of the 
 company whose memorandum they have subscribed, and upon the registration 
 of the company shall be entered as members on the register of members 
 hereinafter mentioned ; and every other person who has agreed to become a
 
 Companies Act, 1862. 
 
 625 
 
 (2). 
 
 member of a company under this Act, and whose name is entered on the 
 register of members, shall be deemed to be a member of the company. 
 
 24. Any transfer of the share or other interest of a deceased member of a 
 company under this Act, made by his personal representative, shall, notwith- 
 standing such personal representative may not himself be a member, be of the 
 same validity as if he had been a member at the time of the execution of the 
 instrument of transfer. 
 
 25. Every company under this Act shall cause to be kept in one or more 
 books a register of its members, and there shall be entered therein the follow- 
 ing particulars : 
 
 (1.) The names and addresses, and the occupations, if any, of the members 
 of the company, with the addition, in the case of a company having a 
 capital divided into shares, of a statement of the shares held by each 
 member, distinguishing each share by its number: and of the 
 amount paid or agreed to be considered as paid on the shares of each 
 member : 
 The date at which the name of any person was entered in the register 
 as a member : 
 
 (3.) The date at which any person ceased to be a member : 
 And any company acting in contravention of this section shall incur a 
 penalty not exceeding five pounds for every day during which its default in 
 complying with the provisions of this section continues, and every director or 
 manager of the company who shall knowingly and wilfully authorize or 
 permit such contravention shall incur the like penalty. 
 
 26. Every company under this Act, and having a capital divided into 
 shares, shall make, > nee at least in every year, a list of all persons who, on the 
 fourteenth day succeeding the day on which the ordinary general meeting, or 
 if there is more than one ordinary meeting in each year, the first of such 
 ordinary general meetings is held, are members of the company ; and such list 
 shall state the names, addresses, and occupations of all the members therein 
 mentioned, and the number of shares held by each of them, and shall contain 
 a summary specifying the following particulars: 
 
 (1.) The amount of the capital of the company, and the number of shares 
 
 into which it is divided: 
 (2.) The number of shares taken from the commencement of the company 
 
 up to the date of the summary : 
 (3.) The amount of calls made on each share : 
 (4.) The total amount of calls received: 
 (5.) The total amount of calls unpaid : 
 (6.) The total amount of shares forfeited : 
 (7.) The names, addresses, and occupations of the persons who have ceased 
 
 to be members since the last list was made, and the number of 
 
 shares held by each of them. 
 The above list and summary shall be contained in a separate part of the 
 register, and shall be completed within seven days after such fourteenth day 
 as is mentioned in this section, and a copy shall forthwith be forwarded to 
 the registrar of joint stock companies. 
 
 [27. Penalty on company, &c, not keeping a proper register.] 
 
 28. Every company under this Act, having a capital divided into shares, 
 that has consolidated and divided its capital into shares of larger amount 
 than its existing shares, or converted any portion of its capital into stock, 
 shall give notice to the registrar of joint stock companies of such consolida- 
 tion, division, or conversion, specifying the shares so consolidated, divided, 
 or converted. 
 
 29. Where any company under this Act, and having a capital divided into 
 shares, has converted any portion of its capital into stock, and given notice of 
 such conversion to the registrar, all the provisions of this Act which are 
 applicable to shares only shall cease as to so much of the capital as is converted 
 into stock ; and the register of members hereby required to be kept by the 
 company, and the list of members to be forwarded to the registrar, shall shew 
 the amount of stock held by each member in the list instead of the amount of 
 shares, and the particulars relating to shares hereinbefore required. 
 
 E.W. 2 S 
 
 Transfer by 
 personal re- 
 presentative. 
 
 Register of 
 members. 
 
 Annual list 
 of members. 
 
 Company to 
 give notice 
 of consolida- 
 tion or of 
 conversion 
 of capital 
 into stock. 
 
 Effect of 
 conversion 
 of shares 
 Into stock.
 
 G26 
 
 Companies Act, 18G2. 
 
 Entry of 
 trusts "ii 
 register. 
 
 Certificate 
 
 of shares 
 or stock. 
 
 Inspection 
 of register. 
 
 Power to 
 
 close 
 
 register. 
 
 Notice of 
 increase of 
 capital and 
 of members 
 
 to be given 
 to registrar. 
 
 llerueily for 
 improper 
 entry or 
 omission of 
 entry in 
 register. 
 
 30. No notice of any trust expressed, implied, or constructive, shall be 
 entered on the register or be receivable by the registrar, in tbe case of com- 
 panies under this Act and registered in England or Inland. 
 
 31. A certificate, under the common seal of the company, specifying any 
 share or shares or stock held by any member of a company, shall be prima 
 facie evidence of the title of the member to the share or shares or stock 
 therein specified. 
 
 32. The register of members, commencing from the date of the registration 
 of the company, shall be kept at the registered office of the company herein- 
 after mentioned: Except when closed as hereinafter mentioned, it shall, 
 during business hours, but subjeet to such reasonable restrictions as the 
 
 iiv in general meeting may impose, so that not less than two hours in 
 each day be appointed for inspection, be open to the inspection of any mem- 
 ber gratis, ami to the inspection of any other person en tie payment of one 
 shilling, or such less sum as the company may prescribe, for each inspection ; 
 ami every such member or other person may require a copy of such register, 
 or of any pari there f, or of such list or summary of members as is herein- 
 before mentioned, on payment of sixpence for every hundred words required 
 to be copied : If such inspection or copy is refused, the company shall incur 
 for each refusal a penalty not exceeding two pounds, and a further penalty 
 not exceeding two pouuds for every day during which such refusal continues, 
 and every director and manager of the company who shall knowingly authorize 
 or permit such refusal shall incur the like penalty ; ami in addition to the 
 above penalty, as respects companies registered in England and //■- land, any 
 judge sitting in chambers, or the vice-warden of the Stannaries, in the case 
 of companies subjeet to his jurisdiction, may by order compel an immediate 
 inspection of the register. 
 
 33. Any company under this Act may, upon giving notice by advertisement 
 in some newspaper circulating in the district in which the registered office of 
 the company is situated, close the register of members for any time or times 
 not exceeding in the whole thirty days in each year. 
 
 34. Where a company lias a capital dividi d into shares, whether such 
 shares may or may not have been converted into stock, notice of any increase 
 in such capital beyond the registered capital, ami where a company has not a 
 capital divided into shares, notice of any increase in the number of members 
 beyond the registered number, shall be u'iven to tl;e registrar in the case of an 
 increase of capital, within fifteen days from the date of the passing of the 
 resolution by which such increase has been authorized, ami in the case of an 
 increase of members 'within fifteen days from the time at which such increaso 
 of members has been resolved on or has taken place, and the registrar shall 
 forthwith record the amount of such increase of capital or members : If such 
 notice is not given within the period aforesaid the company in default shall 
 incur a penalty not exceeding five pounds for every day during which such 
 neglect to give notice continues, aud every dhector and manager of the 
 company who shall knowingly and wilfully authorize or permit such default 
 shall incur the like penalty. 
 
 35. If the name of any person is, without sufficient cause, entered in or 
 omitted from the register of members of any company under this Act, or if 
 default is made or unnecessary delay takes place in entering on the register 
 the fact of any person having ceased to be a member of the company, the 
 person or member aggrieved, or any member of the company, or the company 
 itself, may, as respects companies registered in England or Ireland, by motion 
 in any of Her Majesty's Superior Courts of Law or Equity, or by application 
 to a judge sitting in chambers, or to the vice-warden of the Stannaries, in 
 the case of companies subject to his jurisdiction, and as respects companies 
 registered in Scotland by summary petition to the Court of Session, or in 
 such other manner as the said Courts may direct, apply for an order of the 
 Court that the register may be rectified; and the Court may either refuse 
 such application, with or without costs, to be paid by the applicant, or it may, 
 if satisfied of the justice of the case, make an order for the rectification of the 
 register, and may direct the company to pay all the costs of such motion, 
 application, or petition, and any damages the party aggrieved may have
 
 Companies Act, 1862. G27 
 
 sustained : The Court may in any proceeding unler this section decide on 
 any question relating to the title of any person who is a party to such pro- 
 ceeding to have his name entered in or omitted from the register, whether 
 such question arises between two or more members or alleged members, or 
 between any members or alleged members and the company, and generally 
 the Court may in any such proceeding decide any question that it may be 
 necessary or expedient to decide for the rectification of the register; provided 
 that the Court, if a Court of Common Laic, may direct an issue to be tried, 
 in which any question of law may be raised, and a writ of error or appeal, in 
 the manner directed by " The Common Law Procedure Act, 1S54," shall lie. 
 [The words in italics were repealed by the Statute Law Revision Act, 1881.] 
 
 36. Whenever any order has been made rectifying the register, in the case Notice to 
 of a company hereby required to send a list of its members to the registrar, regtatnrof 
 the Court shall, by its order, direct that due notice of such rectification be rtctiflta^on. 
 given to the registrar. 
 
 37. The register of members shall be prima facie evidence of any matters Begl 
 
 by this Act directed or authorized to be inserted therein. te evidence. 
 
 Liability of Members. 
 
 38. In the event of a company formed under this Act being wound up, Ll&bOltyof 
 every present and past member of such company shall be liable to contribute Pj*? 60 * and 
 to the assets of the company to an amount sufficient for payment of the debts {^ s ™ 
 and liabilities of the company, and the costs, charges, and expenses of the company, 
 winding-up, and for the payment of such sums as may be required for the 
 adjustment of the rights of the contributories amongst themselves, with 
 
 the qualifications following ; (that is to say) — 
 
 (1.) No past member shall be liable to contribute to the assets of the com- 
 pany if he has ceased to be a member for a period of one year or 
 upwards prior to the commencement of the winding-up : 
 
 (2.) No past member shall be liable to contribute in respect of any debt or 
 liability of the company contracted after the time at which he ceased 
 to be a member : 
 
 (3.) No past member shall be liable to contribute to the assets of the com- 
 pany unless it appears to the Court that the existing members are 
 unable to satisfy the contributions required to be made by them in 
 pursuance of this Act : 
 
 (4.) In the case of a company limited by shares, no contribution shall bo 
 required from any member exceeding the amount, if any. unpaid on 
 the shares in respect of which he is liable as a present or past 
 member: 
 
 (5.) In the case of a company limited by guarantee, no contribution shall 
 be required from any member exceeding the amount of the under- 
 taking entered into on his behalf by the memorandum of associa- 
 tion : . . . , 
 
 (6.) Nothing in this Act contained shall invalidate any provision contained 
 in any policy of insurance or other contract whereby the liability of 
 individual members upon any such policy or contract is restricted, oi 
 whereby the funds of the company are alone male liable in resj 
 of such policy or contract : 
 
 (1 *) No sum due to any member of a company, in his character ot a 
 member, by way of dividends, profits, or otherwise, shall be deemed 
 to be a debt of the company, payable to such member in 
 competition between himself and any other creditor not being B 
 member of the company; but any such sum may be taken into 
 account, for the purposes of the final adjustment of the rights o; I 
 contributories amongst themselves (a). 
 
 (a) See s. 5 of the Act of 1867.
 
 G28 
 
 Companies Act, 18G2. 
 
 Registered 
 office of 
 company. 
 
 Notice of 
 situation of 
 registered 
 office. 
 
 Publication 
 of name by 
 a limited 
 company. 
 
 Register of 
 mortgages. 
 
 Certain 
 companies 
 to publish 
 statement 
 entered in 
 schedule. 
 
 PART III. 
 
 Management and Administration of Companies and Associations 
 under this Act. 
 
 Provisions for the Protection of Creditors. 
 
 39. Every company under this Act shall have a registered office to which 
 all communications and notices may be addressed. If any company under 
 this Act carries on business without having such an office, it shall incur a 
 penalty not exceeding live pounds for every day during which business is so 
 carried on. 
 
 40. Notice of the situation of such registered office, and of any change 
 therein, shall bo given to the registrar, and recorded by him : until such 
 notice is given the company shall not be deemed to have complied with the 
 provisions of this Act with respect to having a registered office. 
 
 41. Every limited company under this Aet. whether limited by shares or by 
 guarantee, shall paint or affix, and shall keep painted or affixed, its name on 
 the outside of every office or place in which the business of the company is 
 carried on, in a conspicuous position, in letters easily legible, and shall have 
 its name engraved in legible characters on its seal, and shall have its name- 
 mentioned in legible characters in all notices, advertisements, and other 
 official publications of such company, and in all bills of exchange, promissory 
 notes, endorsements, cheques, and orders for money or goods purporting to 
 be signed by or on behalf of such company, and in all bills of parcels, 
 invoices, receipts, and letters of credit of the company. 
 
 [42. Penalties on non-publication of name.] 
 
 43. Every limited company under this Act shall keep a register of all 
 mortgages and charges specially affecting property of the company, and shall 
 enter in such register in respect of each mortgage or charge a short descrip- 
 tion of the property mortgaged or charged, the amount of charge created, and 
 the names of the mortgagees or persons entitled to such charge : If any 
 property of the company is mortgaged or charged without such entry as afore- 
 said being made, every director, manager, or other officer of the company who 
 knowingly and wilfully authorizes or permits the omission of such entry shall 
 incur a penalty not exceeding fifty pounds : The register of mortgages required 
 by this section shall be open to inspection by any creditor or member of the 
 company at all reasonable times ; and if such inspection is refused, any officer 
 of the company refusing the same, and every director and manager of the 
 company authorizing or knowingly and wilfully permitting such refusal, shall 
 incur a penalty not exceeding five pounds, and u further penalty not exceed- 
 ing two pounds for ever}' day during which such refusal continues ; and in 
 addition to the above penalty, as respects companies registered in England 
 and Ireland, any judge sitting in chambers, or the vice-warden of the 
 Stannaries in the case of companies subject to his jurisdiction, may by order 
 compel an immediate inspection of the reg'ster. 
 
 44. Every limited banking company and every insurance company, and 
 deposit, provident, or benefit society under this Act shall, before it commences 
 business, and also on the first Monday in February and the first Monday in 
 August in every year during which it carries on business, make a statement 
 in the form marked D, in the first schedule hereto, or as near thereto as cir- 
 cumstances will admit, and a copy of such statement shall be put up in a con- 
 spicuous place in the registered office of the company, and in every branch 
 office or place where the business of the company is carried on, and if default 
 is made in compliance with the provisions of this section the company shall 
 be liable to a penalty not exceeding five pounds for every day during which 
 such default continues, and every director and manager of the company who 
 shall knowingly and wilfully authorize or permit such default shall incur the 
 like penalty. 
 
 Every member and every creditor of any company mentioned in this 
 section shall be entitled to a copy of the above mentioned statement on pay- 
 ment of a sum not exceeding sixpence.
 
 Companies Act, 1862. 
 
 629 
 
 [45. List of directors to be sent to registrar where capital not divided 
 into shares.] 
 
 [46 Penalty on company not keeping register of directors.] 
 
 47. A promissory note or bill of exchange shall be deemed to have been 
 made, accepted, or endorsed on behalf of any company under this Act, if 
 made, accepted, or endorsed in the name of the company by any person acting 
 under the authority of the company, or if made, accepted, or endorsed by or 
 on behalf or on account of the company by any person acting under the 
 authority of the company. 
 
 48. If any company under this Act carries on business when the number 
 of its members is le-s than seven for a period of sis months after the number 
 has been so reduced, every person who is a member of such company during 
 the time that it so carries on business after such period of six months, and is 
 cognizant of the fact that it is so carrying on business with fewer than seven 
 members, shall be >everally liable for the payment of the whole debts of the 
 company contracted during such time, and may be sued for the same, without 
 the joinder in the action or suit of any other member. 
 
 Promissory 
 
 Il"lt'.- ami 
 
 bills of 
 exchange. 
 
 Prohibition 
 
 against 
 carrying on 
 business 
 with less 
 than seven 
 members. 
 
 Provisions for Protection of Members. 
 
 49. A general meeting of every company under this Act shall be held once 
 at the least in every year. 
 
 50. Subject to the provisions of this Act, and to the conditions contained 
 in the memorandum of association, any company formed under this Act may, 
 in general meeting from time to time, by passing a special resolution in 
 manner hereinafter mentioned, alter all or any of the regulations of the com- 
 pany contained in the articles of association or in the Table marked A in the 
 first schedule, where such table is applicable to the company, or make new 
 regulations to the exclusion of or in addition to all or any of the regulations 
 of the company ; and any regulations so made by special resolution shall be 
 deemed to be regulations of the company of the same validity as if they had 
 been originally contained in the articles of association, and shall be subject 
 in like manner to be altered or modified by any subsequent special resolution. 
 
 51. A resolution passed by a company under this Act shall be deemed to 
 be special whenever a resolution has been passed by a majority of not less 
 than three-fourths of such members of the company for the time being entitled, 
 according to the regulations of the company, to vote as may be present, in 
 person or by proxy (in cases where by the regulations of the company proxies 
 are allowed), at any general meeting of which notice specifying the intention 
 to propose such resolution has been duly given, and such resolution has been 
 confirmed by a majority of such members for the time being entitled, accord- 
 ing to the regulations of the company, to vote as may be present, in person or 
 by proxy, at a subsequent general meeting, of which notice has been duly 
 given, and held at an interval of not less than fourteen days, nor more than 
 one mouth from the date of the meeting at which such resolution was first 
 passed : At any meeting mentioned in this section, unless a poll is demanded 
 by at least five members, a declaration of the chairman that the resolution 
 has been carried shall be deemed conclusive evidence of the fact without 
 proof of the number or proportion of the votes recorded in favour of or against 
 the same : Notice of any meeting shall, for the purposes of this section, be 
 deemed to be duly given and the meeting to be duly held, whenever such 
 notice is given and meeting held in manner prescribed by the regulations of 
 the company : In computing the majority uuder this section, when a poll is 
 demanded, reference shall be had to the number of votes to which each 
 member is entitled by the regulations of the company. 
 
 52. In default of any regulations as to voting every member shall have 
 one vote, and in default of any regulations as to summoning general meetings 
 a meeting shall be held to be duly summoned of which seven days' notice in 
 writing has been served on every member in manner in which notices are 
 required to be served by the Table marked A in the first schedule hereto, 
 and in default of any regulations as to the persons to summon meetings five 
 members shall be competent to summon the same, and in default of any- 
 
 General 
 meeting of 
 company. 
 
 Power to 
 alter regu- 
 lations by 
 special reso- 
 lution. 
 
 Definition 
 of special 
 resolution. 
 
 Provision 
 where no 
 
 regulations 
 as to 
 meetings.
 
 C30 
 
 Companies Act, 18G2. 
 
 Registry 
 of special 
 resolutions. 
 
 Copies of 
 special re- 
 solutions. 
 
 Service of 
 notices on 
 company. 
 
 Rules as to 
 notices by 
 letter. 
 
 Authenti- 
 cation of 
 notices of 
 company. 
 
 Evidence of 
 proceedings 
 at meetings. 
 
 regulations as to who is to be chairman of such meeting, it shall be coinpeteut 
 for any person elected by the members present to pri side. 
 
 53. A copy of any special resolution that is passed by any company under 
 this Act shall be printed and forwarded to the registrar of joint stock com- 
 panies, and be recorded by him: If such copy is not so forwarded within 
 fifteen days from the date of the confirmation of the resolution, the company 
 shall incur a penalty not exceeding two pounds for every day after the 
 expiration of such fifteen days during which such copy is omitted to be 
 forwarded, and every director and manager of the company who shall 
 knowingly and wilfully authorize or permit such default shall incur the like 
 penalty. 
 
 54. Where articles of association have beeu registered, a copy of every 
 special resolution for the time being in force shall be annexed to or 
 embodied in every copy of the articles of association that maybe issued after 
 the passing of such resolution: Where do articles of association have been 
 registered, a copy of any special resolution shall be forwarded in print to any 
 member requesting the same on payment of < oe shilling, or such less sum as 
 the company may direct : And if any company m ikes default in complying 
 with the provisions of this section it shall incur a pi unity not exceeding one 
 pound fur eacli copy in respect of which such default is made; and every 
 director and manager of the company who shall knowingly aud wilfully 
 authorize or permit BUCh default Bhall incur the like penalty. 
 
 [55. Execution of deeds abroad.] 
 
 [56. Examination of affairs of company by inspi ctors.] 
 
 [57. Application for in>pection to be suppi rted by evidence.] 
 
 [58. Inspection of books.] 
 
 [59. Result of examination how dealt with.] 
 
 [60. Power of company to appoint inspectors.] 
 
 [61. Report of inspectors to be evidence.] 
 
 Notices. 
 
 62. Any summons, notice, order, or other document required to be served 
 upon the company may be served by leaving the same, or sending it through 
 the post in a prepaid letter addressed to the company, at their registered 
 office. 
 
 63. Any document to be served by post on the company shall be posted in 
 such time as to admit of its being delivered in the due course of delivery 
 within the period (if any) prescribed for the service thereof; and in proving 
 service of such document it shall be sufficient to prove that such document 
 was properly directed, and that it was put as a prepaid letter into the post 
 office. 
 
 64. Any summons, notice, order, or proceeding requiring authentication 
 by the company may be signed by any director, secretary, or other authorized 
 officer of the company, and need not be under the common seal of the company, 
 and the same may be in writing or in print, or partly in writing and partly 
 in print. 
 
 Legal Proceedings. 
 
 [65. Kecovery of penalties.] 
 
 [66. Application of penalties.] 
 
 67. Every company under this Act shall cause minutes of all resolutions 
 and proceedings of general meetings of the company, and of the directors or 
 managers of the company in cases where there are directors or managers, to 
 be duly entered in books to be from time to time provided for the purpose ; 
 and any T such minute as aforesaid, if purporting to be signed by the chairman 
 of the meeting at which such resolutions were passed or proceedings had, or 
 by the chairman of the next succeeding meeting, shall be received as evidence 
 in all legal proceedings; and until the contrary is proved, every general 
 meeting of the company or meeting of directors or managers in respect of the 
 proceedings of which minutes have been so made shall be deemed to have 
 been duly held and convened, and all resolutions passed thereat or proceed- 
 ings had, to have been duly passed and had, and all appointments of
 
 Companies Act, 18G2. 
 
 G31 
 
 directors, managers, or liquidators shall be deemed to be valid, and all acts 
 done by sucli directors, managers, or liquidators, shall be valid, notwith- 
 standing any defect that may afterwards be discovered in their appointments 
 of qualiiications. 
 
 68. In the case of companies under this Act, and engaged in working mines 
 within and subject to the jurisdiction of the Stannaries, the Court of the 
 vice-warden of the Stannaries shall have and exercise the like jurisdiction 
 and powers, as well on the common law as on the equity side thereof, which 
 it now possesses by custom, usage, or statute in the case of unincorporated 
 companies, but only so far as such jurisdiction or powers are consistent with 
 the provisions of this Act and with the constitution of companies, as prescribed 
 or required by this Act ; and for the purpose of giving fuller effect to such 
 jurisdiction in all actions, suits, or legal proceedings instituted in the said 
 Court, in causes or matter whereof the Court has cognizance, all process 
 issuing out of the same and all orders,, rules, demands, notices, warrants, and 
 summonses required or authorized by the practice of the Court to be served 
 on any company whether registered or not registered, or any member or 
 contributory thereof, or any officer, agent, director, manager, or servant 
 thereof, may be served in any part of England without any special order of 
 the vice- warden for that purpose, or by such special order may be served in 
 any part of the United Kingdom of Great Britain and Ireland, or in the 
 adjacent islands, parcel of the Dominions of the Crown, on such terms and 
 conditions as the Court shall think fit ; and all decrees, orders, and judg- 
 ments of the said Court made or pronounced in such causes or matters may 
 be enforced in the same manner in which decrees, orders, and judgments of 
 the Court may now by law be enforced, whether within or beyond the local 
 limits of the Stannaries ; and the seal of the said Court, and the signature of 
 the registrar thereof, shall be judicially noticed by all other Courts and 
 judges in England and shall require no other proof than the production 
 thereof: The registrar of the said Court, or the assistant- registrar, in making 
 sales under any decree or order of the Court, shall be entitled to the same 
 privilege of selling by auction or competition without a license, and without 
 being liable to duty, as a judge of the Court of Chancery is entitled to in 
 pursuance of the Acts in that behalf. 
 
 69. Where a limited company is plaintiff or pursuer in any action, suit, or 
 other legal proceeding, any judge having jurisdiction in the matter may, if it 
 appears by any credible testimony that there is reason to believe that if the 
 defendant be successful in his defence the assets of the company will be 
 insufficient to pay his costs, require sufficient security to be given for such 
 costs, and may stay all proceedings until such security is given. 
 
 70. In any action or suit brought by the company against any member to 
 recover any call or other monies due from such member in his character of 
 member, it shall not be necessary to set forth the special matter, but it shall 
 be sufficient to allege that the defendant is a member of the company, and is 
 indebted to the company in respect of a call made or other monies due whereby 
 an action or suit hath accrued to the company. 
 
 Jurisdiction 
 of vice- 
 warden of 
 Stannaries. ' 
 
 Provision ' 
 as to costs 
 in actions 
 brought by 
 certain 
 limited 
 companies. 
 
 Declaration 
 in action 
 against 
 members. 
 
 Alteration of Forms. 
 [71. Board of Trade may alter forms in schedule.] 
 
 Arbitrations. 
 
 72. Any company under this Act may from time to time, by writing under Power for 
 its common seal, agree to refer and may refer to arbitration, in accordance ^ m e p f ™ ies 
 with "The Kailway Companies Arbitration Act, 1859," any existing or matters t0 
 future difference, question, or other matter whatsoever in dispute between arbitration. 
 itself and any other company or person, and the companies parties to the 
 arbitration may delegate to the person or persons to whom the reference is 
 made power to settle any terms or to determine any matter capable of being 
 lawfully settled or determined by the companies themselves, or by the 
 directors or other managing body of such companies.
 
 G32 
 
 I panies Act, L862. 
 
 Provisions of 73. All the provisions of " The Bail wa 
 
 22&23Viot. shall he deemed to apply to arbitrations between com] as In 
 
 pursuance of this Act; and Ln the construction ol Bucb | "the 
 
 U1 ''"- N companies " Bhall be deemed to Include companies authorized by I 
 
 refer disputes to arbitration. 
 
 PABT IV. 
 Winding-up of Companies and A i Act. 
 
 / reliminary. 
 
 74. The term " contributory " shall mean every person lis tribute 
 to the assets ol a company under this Act, Ln the evenl of the Bame being 
 wound up: It shall also, Ln all r determining the p< 
 who are to be deemed oontributories, and in all pp to the 
 final determination of Buoh persons, include any person alleged t • be a 
 contributory. 
 
 75. The liability of any person to contribute to thi a company 
 under this Act, in the event of the Bame b< Lng wound up, Bhall be de< med to 
 or( at. a debt (in England and [reland of the nature of a specialty | accruing 
 
 om Buch person at the time when hid liabil I ced, but payable 
 
 at the time or respective times when calls ai men! 
 
 for enforcing snob liability; and it Bhall be lawful in the case of the bank- 
 ruptcy ofanj contributory to prove against I stimated \alueof 
 bis Liability to future calls as well as calls already made. 
 
 76. It' any contributor) dies either before or after he has hen placed on the 
 list of oontributories hereinafter mentioned, his personal representatives, heirs, 
 and devisees shall be liable in a due <•■ inrse of administration to contribute to 
 the assets of the company in discharge of the liability of such di 
 tributory, and such personal representatives, heirs, and ball be 
 deemed to be o >ntributories accordingly. 
 
 77. If any contributory becomes bankrupt, cither before or alter he has 
 been placed on the list of oontributories, hit s shall be d med to 
 represent such bankrupt for all the p i the winding-up, and Bhall be 
 deemed to be contributories accordingly, and ma; I I upon to 
 to proof against thi • state of such bankrupt, or otherwise to allow to be paid 
 out of his assets in due course of law, any monies due from such bankrupt in 
 respect of his liability to contribute to the assets of the company being wound 
 up; and tor the purposes o\' this section any person who may have taken the 
 benefit of any Act for the relief of insolvent debtors before the eleventh day 
 of October one thousand eight hundred and sixty -one shall be deemed to 
 have become bankrupt. 
 
 78. If any female contributory marries, either before or after she has been 
 placed on the list of contributories. her husband shall during the continuance 
 of the marriage be liable to contribute to the assets of the company the same 
 sum as she would have been liable to contribute if ghe had not married, and 
 he shall be deemed to be a contributory accordingly (a). 
 
 Winding-up hy Court. 
 
 Circum- 79. A company under this Act may be wound up by the Court as herein- 
 
 stancesunder after defined, under the following circumstances; (that is to say) — 
 
 (1.) "Whenever the company has passed a special resolution requiring the 
 
 company to be wound up by the Court : 
 (2.) Whenever the company does not commence its business within a year 
 from its incorporation, or suspends its business for the space of a 
 whole year : 
 (3 ) Whenever the members are reduced in number to less than seven : 
 
 (a) See 45 & 46 Vict. c. 75, ss. G, 7, 8, and 9. 
 
 Meaning of 
 contributory. 
 
 li;lbi!it 
 
 Contiilm- 
 tories - 
 
 of death. 
 
 Contribu- 
 tories in case 
 of bank- 
 ruptcy. 
 
 Contribu- 
 tories in case 
 of marriage. 
 
 which com- 
 pany may be 
 wound up by 
 Court.
 
 Companies Act, 1862. 
 
 633 
 
 (4.) Whenever the company is unable to pay its debts : 
 (5.) "Whenever the Court is of opinion that it is just and equitable that the 
 company should be wound up. 
 
 80. A company under this Act shall be deemed to be unable to pay its 
 debts : — 
 
 (1.) Whenever a creditor by assignment or otherwise, to whom the com- 
 pany is indebted at law or in equity, in a sum exceeding fifty pounds 
 then due, has served on the company, by leaving the same at their 
 registered office, a demand under his hand requiring the company 
 to pay the sum so due, and the company has for the space of three 
 weeks succeeding the service of such demand neglected to pay such 
 sum, or to secure or compound for the same to the reasonable satis- 
 faction of the creditor : 
 
 (2.) Whenever, in England and Ireland, execution or other process issued 
 on a judgment, decree, or order obtained in any Court in favour of 
 any creditor, at law or in equity in any proceedings instituted by 
 such creditor against the company, is returned unsatisfied in whole 
 or in part : 
 
 (3.) Whenever, in Scotland, the inducise of a charge for payment on an 
 extra decree, or an extract registered bond, or an extract registered 
 protest have expired without payment being made : 
 
 (4.) Whenever it is proved to the satisfaction of the Court that the com- 
 pany is unable to pay its debts. 
 
 81. [This section is now repealed by 53 & 54 Vict. c. 63, s. 33.] 
 
 82. Any application to the Court for the winding-up of a company under 
 this Act shall be by petition ; it may be presented by the company, or by 
 any one or more creditor or creditors, contributory or contributories of the 
 company, or by all or any of the above parties, together or separately; and 
 every order which may be made on any such petition shall operate in 
 favour of all the creditors and all the contributories of the company in the 
 same manner as if it had been made upon the joint petition of a creditor 
 and a contributory. 
 
 83. Any judge of the High Court of Chancery may do in chambers any 
 act which the Court is hereby authorized to do ; and the vice-warden of the 
 Stannaries may direct that a petition for winding-up a company be heard by 
 him at such time and at such place within the jurisdiction of the Stannaries, 
 or within or near to the place where the registered office of the company is 
 situated, as he may deem to be convenient to the parties concerned, or (with 
 the consent of the parties concerned) at any place in England ; and all orders 
 made thereupon shall have the same force and effect as if they had been 
 made by the vice-warden sitting at Truro or elsewhere within the jurisdic- 
 tion of the Court, and all parties and persons summoned to attend at the 
 hearing of any such petition shall be compellable to give their attendance 
 before the vice-warden by like process and in like manner as at the hearing 
 of any cause or matter at the usual sitting of the said Court ; and the registrar 
 of the Court may, subject to exception or appeal to the vice-warden, as here- 
 tofore used, do and exercise such and the like acts and powers in the matter 
 of winding-up as he is now used to do and exercise in a suit on the equity 
 sido of the said Court (a). 
 
 84. A winding-up of a company by the Court shall be deemed to commence 
 at the time of the presentation of the petition for the winding-up. 
 
 85. The Court may, at any time after the presentation of a petition for 
 winding-up a company under this Act, and before making an order for 
 winding-up the company, upon the application of the company, or of any 
 creditor or contributory of the company, restrain further proceedings in any 
 action, suit, or proceeding against the company, upon such terms as the 
 Court thinks fit ; the Court may also at any time after the presentation of 
 such petition, and before the first appointment of liquidators, appoint pro- 
 visionally an official liquidator of the estate and effects of the company. 
 
 Company 
 when deemed 
 unable to pay 
 its debts. 
 
 Application 
 for winding- 
 up to l*e 
 made by 
 petition. 
 
 Power of 
 Court. 
 
 Commence- 
 ment of 
 winding-up 
 by Court. 
 
 Court may 
 grant in- 
 junction. 
 
 (a) This section is amended, so far 
 as relates to the vice-warden, by s. 38 
 
 of the Stannaries Act, 1869.
 
 634 
 
 Companies Act, 1862. 
 
 Course to be 
 pursued by 
 Court on 
 hearing 
 petition. 
 Actions and 
 suits to be 
 stayed after 
 order for 
 winding-up. 
 Copy of 
 order to be 
 forwarded to 
 registrar. 
 Power of 
 Court to stay 
 proceedings. 
 
 Effect of 
 order od 
 
 share capital 
 of company 
 limited by 
 
 guarantee. 
 
 Court may 
 have regard 
 to wishes of 
 creditors or 
 contribu- 
 tories. 
 
 Appoint- 
 ment of 
 official 
 
 liquidator. 
 
 Kesignations, 
 removals, 
 filling up 
 vacancies, 
 and com- 
 pensation. 
 
 Style and 
 duties of 
 official 
 liquidator. 
 
 86. Upon hearing the petition the Court may dismiss the same with or 
 without costs, may adjourn the hearing conditionally or unconditionally, and 
 may make any interim order, or any other order that it deems just 
 
 87. When an order has been made for winding-up a company under this 
 Act, no suit, action, or other proceeding shall be proceeded with or commenced 
 against the company except with the leave of the Court, and subject to such 
 terms as the Court may impose. 
 
 88. When an order has been made for winding-up a company under this 
 Act, a copy of such order shall forthwith be forwarded by the company to 
 the registrar of joint stock companies, who shall make a minute thereof in 
 his books relating to the company. 
 
 89. The Court may at any time after an order lias been made fur winding- 
 up a company, upon t he application by motion of any creditor or contributory 
 of the company, and upon proof to the satisfaction of the Court that all pro- 
 ceedings in relation to such winding-up ought to be stayed, make an order 
 staying the same, either altogether or for a limited time, on such terms and 
 subject to such conditions as it deems fit. 
 
 90. When an order has been made for winding-up a company limited by 
 guarantee and having a capital divided into shares, any share capital that 
 may not have been Called up shall he do med to be assets of the company, 
 ami to be a debt (in England and Ireland of the nature of a specialty) due to 
 the company from each member to the extent of any sums that may be un- 
 paid on any shares held by him, and payable at such time as may be appointed 
 by the Court. 
 
 91. The Court may, as to all matters relating to the winding-up, have 
 regard to the wishes of the creditors or contributories, as proved to it by any 
 sufficient evidence, and may, it' it thinks it expedient, direct meetings of the 
 creditors or eontributories to be summoned, held, and conducted in such 
 manlier as the Court directs, for the purpose of ascertaining their wishes, and 
 may appoint a person to act as chairman of any such meeting, aud to report 
 the result of such meeting to the Court: in the case of creditors, regard is to 
 be had to the value of the debts due to each creditor, and in the case of eon- 
 tributories to the number of votes conferred on each contributory by the 
 regulations of the company. 
 
 Official Liquidators. 
 
 92. For the purpose of conducting the proceedings in winding-up a com- 
 pany, and assisting the Court therein, there may be appointed a person or 
 persons to he called an official liquidator or official liquidators ; and the Court 
 having jurisdiction may appoint such person or persons, either provisionally 
 or otherwise, as it thinks fit, to the office of official liquidator or official 
 liquidators ; in all cases if more persons than one are appointed to the office 
 of official liquidator, the Court shall declare whether any act hereby required 
 or authorized to be done by the official liquidator is to be done by all or any 
 one or more of such persons. The Court may also determine whether any and 
 what security is to be given by any official liquidator on his appointment ; if no 
 official liquidator is appointed, or during any vacancy in such appointment, all 
 the property of the company shall be deemed to be in the custody of the Court. 
 
 [The words in italics are now repealed by 53 & 54 Vict. c. 63, s. 33 ; but 
 see the words in the second schedule to that Act, wrongly cited.] 
 
 93. Any official liquidator may resign or be removed by the Court on 
 due cause shown : And any vacancy in the office of an official liquidator 
 appointed by the Court shall be filled by the Court : There shall be paid to 
 the official liquidator such salary or remuneration, by way of percentage or 
 otherwise, as the Court may direct; and if more liquidators than one are 
 appointed, such remuneration shall be distributed amongst them in such 
 proportions as the Court directs. 
 
 94. The official liquidator or liquidators shall be described by the style 
 of the official liquidator or official liquidators of the particular company in 
 respect of which he is or they are appointed, and not by his or their individual 
 name or names ; he or they shall take into his or their custody, or under his 
 or their control, all the property, effects, and things in action to which the
 
 Companies Act, 1862. 
 
 G35 
 
 company is or appears to be entitled, and shall perform such duties in 
 reference to the winding-up of the company as may be imposed by the Court. 
 
 95. The official liquidator shall have power, with the sanction of the Court, Towers of 
 to do the following things : °k uidltor 
 
 To bring or defend any action, suit, or prosecution, or other legal proceed- "'"" 
 ing, civil or criminal, in the name and on behalf of the company : 
 
 To carry on the business of the company, so far as may be necessary for 
 the beneficial winding-up of the same : 
 
 To sell the real and personal and heritable and movable property, effects, 
 and things in action of the company by public auction or private contract, 
 with power to transfer the whole thereof to any person or company, or to 
 sell the same in parcels : 
 
 To do all acts and lo execute, in the name and on behalf of the company, 
 all deeds, receipts, and other documents, and for that purpose to use, 
 when necessary, the company's seal : 
 
 To prove, rank, claim, and draw a dividend, in the matter of the bankruptcy 
 or insolvency or sequestration of any contributory, for any balance 
 against the estate of such contributory, and to take and receive dividends 
 in respect of such balance, in the matter of bankruptcy or insolvency or 
 sequestration, as a separate debt due from such bankrupt or insolvent, 
 and rateably with the other separate creditors : 
 
 To draw, accept, make, and endorse any bill of exchange or promissory 
 note in the name and on behalf of the company, also to raise upon the 
 security of the assets of the company from time to time any requisite 
 sum or'sums of money; and the drawing, accepting, making, or endorsing 
 of every such bill of exchange or promissory note as aforesaid on behalf 
 of the company shall have the same effect with respect to the liability of 
 such company as if such bill or note had been drawn, accepted, made, 
 or endorsed by or on behalf of such company in the course of carrying on 
 the business thereof: 
 
 To take out, if necessary, in his official name, letters of administration to 
 any deceased contributory, and to do in his official name any other act 
 that may be necessary for obtaining i ayment of any monies due from a 
 contributory or from his estate, and "which act cannot be conveniently 
 done in the name of the company ; and in all cases where he takes out 
 letters of administration, or otherwise uses his official name for obtaining 
 payment of any monies due from a contributory, such monies shall, for 
 the purpose of enabling him to take out such letters or recover such 
 monies, be deemed to be due to the official liquidator himself : 
 To do and execute all such other things as may be necessary for winding- 
 up the affairs of the company and distributing its assets (a). 
 
 96. The Court may provide by any order that the official liquidator may Discretion 
 exercise any of the above powers without the sanction or intervention of the °?°*™ t a or# 
 Court, and where an official liquidator is provisionally appointed may limit 
 
 and restrict his powers by the order appointing him. 
 
 97. [This section is now repealed by 53 & 54 Vict. c. 63, s. 33.] 
 
 Ordinary Poivers of Court. 
 
 98. As soon as may be after making an order for winding-up the company, 
 the Court shall settle a list of contributories, with power to rectify the 
 register of members in all cases where such rectification is required in 
 pursuance of this Act, and shall cause the assets of the company to be 
 collected, and applied in discharge of its liabilities. 
 
 99. In settling the list of contributories, the Court shall distinguish 
 between persons who are contributories in their own right and persons who 
 are contributories as being representatives of or beiug liable to the debts of 
 others; it shall not be necessary, where the personal representative of any 
 deceased contributory is placed on the list, to add the heirs or devisees of 
 such contributory, nevertheless such heirs or devisees may be added as and 
 when the Court thinks fit. 
 
 (a) See now s. 12 of the Act of 1890. 
 
 Collection 
 and applica- 
 tion of assets. 
 
 Provision as 
 to represen- 
 tative contri- 
 butories.
 
 636 
 
 Companies Act, 1862. 
 
 Power of 
 Court to 
 require 
 delivery of 
 property. 
 
 Power of 
 < lourl to 
 order pay- 
 ment of 
 debts by con- 
 tributory. 
 
 Power of 
 Court to 
 make calls. 
 
 Power of 
 Court to 
 order pay- 
 ment into 
 Bank. 
 
 Regulation 
 of account 
 with Court. 
 
 Provision in 
 case of re- 
 presentative 
 contributory 
 not paying 
 monies 
 ordered. 
 
 Order con- 
 clusive 
 evidence. 
 
 Court may 
 exclude 
 
 100. The Court may, at any time after making an order for winding-up 
 a company, require any contributory for the time being settled on the list of 
 contributories, trustee, receiver, banker, or agent, or officer of the company 
 to pay, deliver, convey, surrender, or transfer forthwith, or within such 
 time as the Court directs, to or into the hands of the official liquidator, 
 any sum or balance, books, papers, estate, or effects which happen to be 
 in his hands for the time being, and to which the company is prima facie 
 entitled. 
 
 101. The Court may, at any time after making an order for winding-up 
 the company, make an order on any contributory for the time being settled on 
 the list of contributories, directing payment to be made, in manner in the 
 said order mentioned, of any monies due from him or from the estate of the 
 person whom he represents to the company, exclusive of any monies which 
 he or the estate of the person whom he represents may be liable to contribute 
 by virtue of any call made or to be made by the Court in pursuance of this 
 part of this Act ; and it may, in making such order, when the company is not 
 limited, allow to such contributory by way of set-off any monies due to him 
 or the estate which he represents from the company on any independent 
 dealing or contract with the company, but not any monies due to him as a 
 member of the company in respect of any dividend or profit : 
 
 Provided that when all the creditors of any company whether limited or 
 unlimited are paid in full, any monies due on any account whatever to any 
 contributory from the company may be allowed to him by way of set-off 
 against any subsequent call or calls. 
 
 102. The Court may, at any time after making an order for winding-up a 
 company, and either before or after it has ascertained the sufficiency of the 
 assets of the company, make calls on and order payment thereof by all or any 
 of the contributories, for the time being settled on the list of contributories, 
 to the extent of their liability, for payment of all or any sums it deems 
 necessary to satisfy the debts and liabilities of the company, and the costs, 
 charges, and expenses of winding it up, and for the adjustment of the rights 
 of the contributories amongst themselves, and it may, in making a call, take 
 into consideration the probability that some of the contributories upon whom 
 the same is made may partly or wholly fail to pay their respective portions 
 of the same. 
 
 103. The Court may order any contributory purchaser, or other person 
 from whom money is due to the company, to pay the same into the Bank of 
 England or any branch thereof to the account of the official liquidator instead 
 of to the official liquidator, and such order may be enforced in the same 
 manner as if it had directed payment to the official liquidator. 
 
 104. All monies, bills, notes, and other securities paid and delivered into 
 the Bank of England or any branch thereof in the event of a company being 
 wound up by the Court, shall be subject to such order and regulation for 
 the keeping of the account of such monies and other effects, and for the 
 payment and delivery in, or investment and payment and delivery out of the 
 same as the Court may direct. 
 
 105. If any person made a contributory as personal representative of a 
 deceased contributory makes default in paying any sum ordered to be paid 
 by him, proceedings may be taken for administering the pergonal and real 
 estates of such deceased contributory, or either of such estates, and of com- 
 pelling payment thereout of the monies due. 
 
 106. Any order made by the Court in pursuance of this Act upon any 
 contributory shall, subject to the provisions herein contained for appealing 
 against such order, be conclusive evidence that the monies, if any, thereby 
 appearing to be due or ordered to be paid are due, and all other pertiuent 
 matters stated in such order are to be taken to be truly stated as against all 
 persons, and in all proceedings whatsoever, with the exception of proceedings 
 taken against the real estate of any deceased contributory, in which case such 
 order shall only be prima facie evidence for the purpose of charging his real 
 estate, unless his heirs or devisees were on the list of contributor.es at the 
 time of the order being made. 
 
 107. The Court may fix a certain day or certain days on or within which
 
 Companies Act, 1862. 
 
 G37 
 
 creditors of the company are to prove their debts or claims, or to be excluded 
 from the benefit of any distribution made before such debts aro proved. 
 
 108. If in the course of proving the debts and claims of creditors in the 
 Court of the vice-warden of the Stannaries any debt or claim is disputed 
 by the official liquidator or by any creditor or contributory, or appears to the 
 Court to be open to question, the Court shall have power, subject to appeal 
 as hereinafter provided, to adjudicate upon it, and for that purpose the said 
 Court shall have and exercise all needful powers of inquiry touching the 
 same by affidavit or by oral examination of witnesses or of parties, whether 
 voluntarily offering themselves for examination or summoned to attend by 
 compulsory process of the Court, or to produce documents before the Court ; 
 and the Court shall also have power incidentally, to decide on the validity 
 and extent of any lien or charge claimed by any creditor on any property of 
 the company in respect of such debt, and to make declarations of right, 
 binding on all persons interested; and for the more satisfactory determina- 
 tion of any question of fact, or mixed question of law and fact arising on 
 such inquiry, the vice-warden shall have power, if he thinks fit, to direct 
 and settle any action or issue to be tried either on the common law side of 
 his Court, or by a common or special jury, before the Justices of Assize in 
 and for the counties of Cornwall or Devon, or at any sitting of one of the 
 superior Courts in London or Middlesex, which action or issue shall accord- 
 ingly be tried in due course of law, and without other or further consent of 
 parties ; and the finding of the jury in such action or issue shall be con- 
 clusive of the facts found, unless the judge who tried it makes known to 
 the vice-warden that he was not satisfied with the finding, or unless it 
 appears to the vice-warden that, in consequence of miscarriage, accident, or 
 the subsequent discovery of fresh material evidence, such finding ought uot 
 to be conclusive. 
 
 109. The Court shall adjust the rights of the contributories amongst 
 themselves, and distribute any surplus that may remain amongst the parties 
 entitled thereto. 
 
 110. The Court may, in the event of the assets being insufficient to satisfy 
 the liabilities, make an order as to the payment out of tire estate of the com- 
 pany of the costs, charges, and expenses incurred in winding-up any company 
 in such order of priority as the Court thinks just. 
 
 111. When the affairs of the company have been completely wound up, the 
 Court shall make an order that the company be dissolved from the date of 
 such order, and the company shall be dissolved accordingly. 
 
 112. Any order so made shall be reported by the official liquidator to the 
 registrar, who shall make a minute accordingly in his books of the dissolu- 
 tion of such company. 
 
 113. If the official liquidator makes default in reporting to the registrar, in 
 the case of a company being wound up by the Court, the order that the com- 
 pany be dissolved, he shall be liable to a penalty not exceeding five pounds 
 for every day during which he is so in default. 
 
 [S. 114, providing that the petition should be lis peyidens, is repealed by 
 30 & 31 Vict. c. 47, s. 1.] 
 
 Extraordinary Poicers of Court. 
 115. The Court may, after it has made an order for winding-up the com- 
 pany, summon before it any officer of the company or person known or 
 suspected to have in Ids possession any of the estate or effects of the com- 
 pany, or supposed to be indebted to the company, or any person whom the 
 Court may deem capable of giving information concerning the trade, dealings, 
 estate, or effects of the company; and the Court may require any such officer 
 or person to produce any books, papers, deeds, writings, or other documents 
 in his custody or power relating to the company; and if any person so 
 summoned, after being tendered a reasonable sum for his expenses, refuses to 
 come before the Court at the time appointed, having no lawful impediment 
 (made known to the Court at the time of its sitting, and allowed by it), the 
 Court may cause such person to be apprehended, and brought before the 
 Court for examination ; nevertheless, in cases where any person claims any 
 
 creditors 
 Dot proving 
 within cer- 
 tain time. 
 Proceedings 
 in the Comt 
 of the vice- 
 warden oi 
 the Stan- 
 naries "ii 
 prooi "i 
 debts. 
 
 Court to 
 adjust rights 
 of contribu- 
 tories. 
 
 Court to 
 order costs. 
 
 Dissolution 
 
 of company. 
 
 Registrar to 
 make minute 
 oi dissolution 
 of company. 
 
 Penalty on 
 not reporting 
 dissolution of 
 
 company. 
 
 Power of 
 Court to 
 
 summon 
 pei Eons 
 before it 
 
 mi-]i. cted 
 of having 
 prop) rty • f 
 company.
 
 G3S 
 
 Companies Act, 18G2. 
 
 Special pro- 
 visions as to 
 Court of vice- 
 wardenof the 
 Stannaries. 
 
 Examination 
 of parties bj 
 
 Court. 
 
 Power to 
 arrest con- 
 tributory 
 about to 
 abscond, or 
 to remove or 
 conceal any 
 of his 
 property. 
 
 Powers of 
 Court cumu- 
 lative. 
 
 Power to 
 
 enforce 
 
 orders. 
 
 Tower to 
 order con- 
 tributories 
 in Scotland 
 to pay calls. 
 
 lien on papers, deeds, or writings or documents producv.l by him, Buch pro- 
 duction shall be without prejudice to such lien, and the Court shall have 
 jurisdiction in the winding-up to determine all questions relating to such 
 lien. 
 
 116. If, after an order for winding-up in the Court of the vice-warden of 
 the Stannaries, it appears thai any person claims property in, or any lien, 
 legal or equitable, upon auy of the machinery , materials, ores, or effects on 
 the mine, or on premises occupied by the company in connection with the 
 mine, or to which the company was at the time of the order j>rimd facie 
 entitled, it shall be lawful for the vice-warden or the registrar to adjudicate 
 upon such claim on interpleader in the manner providi d by Bection eleven of 
 the Ati passed in the eighteenth year of the reign of Eer present Majesty, 
 chapter thirty-two ; and any action or issue directed upon such interpleader 
 may, if the vice-warden think lit, be tried in his Court or at the Assizes or 
 the sittings in London or Middlesex, before a judge of one of the Superior 
 Courts, in the manner and on the terms and conditions hereinbefore provided 
 in the case of disputed debts and claims of creditors. 
 
 117. Th' 1 Court may examine upon oath, either by word of mouth or upon 
 written interrogatories, any person appearing or brought before them in 
 manner aforesaid concerning the affairs, dialings, estate, or effects of the 
 company, and may reduce into writing the answers of every such person, and 
 require him to subscribe the same. 
 
 118. The Court may, at, any time before or after it lias made an order for 
 winding-up a company, upon proof being given that there is probable cause 
 for believing that any contributory to such company is about to quit the 
 United Kingdom, or otherwise abscond or to remove or conceal any of his 
 goods or chattels, for the purpose of evading payment of calls, or for avoiding 
 examination in respect of the affairs of the company, cause such contributory 
 to ho arrested, and his books, papers, monies, securities for monies, goods, and 
 chattels to be seized, and him and them to be safely kept until such time as 
 the Court may order. 
 
 119. Any powers by this Act conferred on the Court shall be deemed to be 
 in addition to and not in restriction of any other powers subsisting, either at 
 law or in equity, of instituting proceedings against any contributory, or the 
 estate of any contributory, or against any debtor of the company, for the 
 recovery of any call or other sums due from such contributory or debtor, or 
 his estate, and such proceedings may lie instituted accordingly. 
 
 Enforcement of and Appeal from Orders. 
 
 120. All orders made by the Court of Chancery in England or Ireland 
 under this Act may be enforced in the same manner in which orders of such 
 Court of Chancery made in any suit pending therein may be enforced, and 
 for the purposes of this part of this Act the Court of the vice-warden of the 
 Stannaries shall, in addition to its ordinary powers, have the same power of 
 enforcing any orders made by i; as the Court of Chancery in England has in 
 relation to matters within the jurisdiction of such Court, and for the last- 
 mentioned purposes the jurisdiction of the vice-warden of the Stannaries 
 shall be deemed to be co-extensive in local limits with the jurisdiction of the 
 Court of Chancery in England. 
 
 121. Where an order, interlocutor, or decree has been made in Scotland for 
 winding-up a company by the Court, it shall be competent to the Court in 
 Scotland during session, and to the Lord Ordinary on the bills during 
 vacation, on production by the liquidators of a list certified by them of the 
 names of the contributories liable in payment of any calls which they may 
 wish to enforce, and of the amount due by each contributory respectively, and 
 of the date when the same became due, to pronounce forthwith a decree 
 against such contributories for payment of the sums so certified to be due by 
 each of them respectively, with interest from the said date till payment, at 
 the rate of five pounds per centum per annum, in the same way and to the 
 same effect as if they had severally consented to registration for execution, on 
 a charge of six days, of a legal obligation to pay such calls and interest ; and 
 such decree may be extracted immediately and no suspension thereof shall be
 
 Companies Act, 1862. 
 
 639 
 
 competent, except on caution or consignation, unless with special leave of the 
 Court or Lord Ordinary. 
 
 122. Any order made by the Court in England for or in the course of the 
 winding-up of a company under this Act shall be enforced in Scotland and 
 Ireland in the Courts that would respectively have had jurisdiction in respect 
 of such company if the registered office of the company had been situate in 
 Scotland or Ireland, and in the same manner in all respects as if such order 
 had been made by the Courts that are hereby required to enforce the same ; 
 and in like manner orders, interlocutors, and decrees made by the Court in 
 Scotland for or in the course of the winding-up of a company shall be enforced 
 in England and Ireland, and orders made by the Court in Ireland for or in 
 the course of winding-up a company shall bo enforced in England and Scotland 
 by the Courts which would respectively have had jurisdiction in the matter 
 of such company if the registered office of the company were situate in the 
 division of the United Kingdom where the order is required to be enforced, 
 and in the same manner in all respects as if such order had been made by the 
 Court required to enforce the same in the case of a company within its own 
 jurisdiction. 
 
 123. Where any order, interlocutor, or decree made by one Court is required 
 to be enforced by another Court, as hereinbefore provided, an office copy of 
 the order, interlocutor, or decree so made shall be produced to the proper officer 
 of the Court required to enforce the same, and the production of such office 
 copy shall be sufficient evidence of such order, interlocutor, or decree having 
 been made, and thereupon such last-mentioned Court shall take such steps in 
 the matter as may be requisite for enforcing such order, interlocutor, or decree 
 in the same manner as if it were the order, interlocutor, or decree of the Court 
 enforcing the same. 
 
 124. Rehearings of and appeals from any order or decision made or given 
 in the matter of the winding-up of a company by any Court having jurisdiction 
 under this Act may be had in the same manner and subject to the same con- 
 ditions in and subject to which appeals may be had from any order or decision 
 of the same Court in cases within its ordinary jurisdiction ; subject to this 
 restriction, that no such rehearing or appeal shall be heard unless notice of 
 the same is given within three weeks after any order complained of has been 
 made, in manner in which notices of appeal are ordinarily given, according to 
 the practice of the Court appealed from, unless such time is extended by the 
 Court of Appeal : provided that it shall be lawful for the lord-warden of the 
 Stannaries, by a special or general order, to remit at once any appeal allowed 
 and regularly lodged with him against any order or decision of the vice- 
 warden made in the matter of a winding-up to the Court of Appeal in Chan- 
 cery, which Court shall thereupon hear and determine such appeal, and have 
 power to require all such certificates of the vice-warden, records of pro- 
 ceedings below, documents, and papers as the lord-warden would or might 
 have required upon the hearing of such appeal, and to exercise all other the 
 jurisdiction and powers of the lord-warden specified in the Act of Parlia- 
 ment passed in the eighteenth year of the reign of Her present Majesty, 
 chapter thirty-two, and any order so made by the Court of Appeal in Chancery 
 shall be final without any further appeal. 
 
 [125. Judicial notice to be taken of signature of officers.] 
 126. The Commissioners of the Court of Bankruptcy and the judges of the 
 County Courts in England who sit at places more than twenty miles from the 
 General Post Office, and the commissioners of bankrupt and the assistant 
 barristers and recorders in Ireland, and the sheriffs of counties in Scotland, 
 shall be commissioners for the purpose of taking evidence under this Act in 
 cases where any company is wound up in any part of the United Kingdom, 
 and it shall be lawful for the Court to refer the whole or any part of the ex- 
 amination of any witnesses under this Act to any person hereby appointed 
 commissioner, although such commissioner is out of the jurisdiction of the 
 Court that made the order or decree for winding-up the company ; and every 
 such commissioner shall, in addition to any power of summoning and ex- 
 amining witnesses, and requiring the production or delivery of documents, 
 and certifying or punishing defaults by witnesses, which he might lawfully 
 
 Order made 
 in Kngland 
 to be enforced 
 in Ireland 
 and Scotland. 
 
 Mode of 
 dealing with 
 orders to be 
 enforced by- 
 other Courts. 
 
 Appeals 
 from orders. 
 
 Special com- 
 missioners 
 for receiving 
 evidence.
 
 G40 
 
 Companies Act, 18G2. 
 
 Court may 
 order the 
 examination 
 of persons in 
 
 Scotland. 
 
 Affidavits, 
 &c, may be 
 sworn in 
 Ireland, 
 Scotland, or 
 the Colonies 
 before any 
 competent 
 Court or 
 person. 
 
 Circum- 
 stances 
 under which 
 company 
 may be 
 wound up 
 voluntarily. 
 
 exercise as a commissioner of the Court of Bankruptcy, judge of a County 
 Court, commissioner of bankrupt, assistant barrister, or recorder, or as a 
 sheriff of a county, have in the matter bo referred to him all t lie same powers 
 of summoning and examining witnesses, and requiring the production or de- 
 livery of documents, and punishing defaults by w ttnesses, and allowing costs 
 and charges and expenses to witnesses, as the Court which made the order f r 
 winding-up tin- company has ; and the examination bo taken shall be returned 
 or reported to Buch last-mentioned Court in such manner as it directs. 
 
 [The words of this section printed in italics were repealed by the Statute 
 Law Revision Act, 1875.] 
 
 127. The Court may direct the examination in Scotland of any person for 
 the time being in Scotland, whether a contributory of the company or not, 
 in regard to the estate, dealings, or affairs of any company in the course of 
 being wound up, or in regard to the (state, dealings, or affairs of any person 
 being a contributory of the company, so fa: as I be company may be interested 
 therein by reason of his being such contributory, and tin- order or commission 
 to take such examination shall be directed to the sheriff of the county in 
 which the person to be examined is residing or happens to be for the time, 
 and the sheriff shall summon such person to appi ar before him at a time and 
 place to be specified in the summons for examination upon oath as a witness 
 or as a haver, and to produce any boo];-, papers, deeds, or documents called for 
 which may bo in his possession or power, and the sheriff may take such exami- 
 nation either orally or upon written interrog 1 -hall report the same 
 in writing in the usual form to the Court, and shall transmit with such report 
 the books, papers, deeds, or documents produced, if the originals thereof 
 are required and specified by the order, or otherwise such copies thereof or 
 extracts therefrom, authenticated by the sheriff, as may be necessary; and in 
 case any person so summoned fails to appear at the time an 1 place specified, 
 or appearing refuses to be examined or to make the production required, the 
 sheriff shall proceed against such person as a witness or haver duly cited and 
 
 failing to appear or refusing to give eviden r make production maybe 
 
 proceeded against by the law of Scotland; and the sheriff shall be entitled 
 to such and the like fees, and the witness shall be entitli d to such and the 
 like allowances, as sheriffs when acting as commissioners under appointment 
 from the Court of Session and as witnesses and havers are entitled to in the 
 like cases according to the law and practice of Scotland : If any objection is 
 stated to the sheriff by the witness, either on the ground of incompetency as 
 a witness, or as to the production required to be made, or on any other ground 
 whatever, the sheriff may, if he thinks fit, report such objection to the Court, 
 and suspend the examination of such witness until such objection has been 
 disposed of by the Court. 
 
 128. Any affidavit, affirmation, or declaration required to be sworn or made 
 under the provisions or for the purposes of this part of this Act may be law- 
 fully sworn or made in Great Britain or Ireland, or in any colony, island, 
 plantation, or place under the dominion of Her Majesty in foreign parts, 
 before any Court, judge, or person lawfully authorized to take and receive 
 affidavits, affirmations, or declarations, or before any of Her Majesty's consuls 
 or vice-consuls in any foreign parts out of Her Majesty's dominions, and all 
 Courts, judges, justices, commissioners, and persons acting judicially shall 
 take judicial notice of the seal or stamp or signature (as the case may be) 
 of any such Court, judge, person, consul, or vice-consul attached, appended, 
 or subscribed to any such affidavit, affirmation, or declaration, or to any other 
 document to be used for the purposes of this part of this Act. 
 
 Voluntary Winding-up of Company. 
 
 129. A company under this Act may be wound up voluntarily : — 
 
 (1.) Whenever the period, if any, fixed for the duration of the company by 
 the articles of association expires, or whenever the event, if any, 
 occurs, upon the occurrence of which it is provided by the articles 
 of association that the company is to be dissolved ; and the company 
 in general meeting has passed a resolution requiring the company 
 to be wound up voluntarily :
 
 Companies Act, 1862. 
 
 641 
 
 (2.) Whenever the company has passed a special resolution requiring the 
 
 company to be wound up voluntarily : 
 (3.) Whenever the company has passed an extraordinary resolution to the 
 
 effect that it has been proved to their satisfaction that the company 
 
 cannot by reason of its liabilities continue its business, and that it 
 
 is advisable to wind up the same : 
 For the purposes of this Act any resolution shall be deemed to be extra- 
 ordinary which is passed in such manner as would, if it had been confirmed 
 by a subsequent meeting, have constituted a special resolution as herein- 
 before defined. 
 
 130. A voluntary winding-up shall be deemed to commence at the time of 
 the passing of the resolution authorizing such winding-up. 
 
 131. Whenever a company is wound up voluntarily the company shall, 
 from the date of the commencement of such winding-up, cease to carry on its 
 business, except in so far as may be required for the beneficial winding-up 
 thereof, and all transfers of shares, except transfers made to or with the 
 sanction of the liquidators, or alteration in the status of the members of the 
 company, taking place after the commencement of such winding-up, shall be 
 void, but its corporate state and all its corporate powers shall, notwithstand- 
 ing it is otherwise provided by its regulations, continue until the affairs of 
 the company are wouud up. 
 
 132. Notice of auy special resolution or extraordinary rosolution passed for 
 winding-up a company voluntarily shall be given by advertisement as respects 
 companies registered in England in the London Gazette, as respects companies 
 registered in Scotland in the Edinhurgh Gazette, and as respects companies 
 registered in Ireland in the Dublin Gazette. 
 
 133. The following consequences shall ensue upon the voluntary winding- 
 up of a company : 
 
 (1.) The property of the company shall be applied in satisfaction of its 
 liabilities pari pasm, and, subject thereto, shall, unless it be other- 
 wise provided by the regulations of the company, be distributed 
 amongst the members according to their rights and interests in the 
 company : 
 
 (2.) Liquidators shall be appointed for the purpose of winding-up the affairs 
 of the company and distributing the property : 
 
 (3.) The company in general meeting shall appoint such persons or person 
 as it thinks fit to be liquidators or a liquidator, and may fix the 
 remuneration to be paid to them or him : 
 
 (4.) If one person only is appointed, all the provisions herein contained in 
 reference to several liquidators shall apply to him : 
 
 (5.) Upon the appointment of liquidators all the power of the directors 
 shall cease, except in so far as the company in general meeting or 
 the liquidators may sanction the continuance of such powers : 
 
 (6.) When several liquidators are appointed, every power hereby given 
 may be exercised by such one or more of them as may be determined 
 at the time of their appointment, or in default of such determination 
 by any number not less than two : 
 
 (7.) The liquidators may, without the sanction of the Court, exercise all 
 powers by this Act given to the official liquidator : 
 
 (8.) The liquidators may exercise the powers hereinbefore given to the 
 Court of settling the list of coutributories of the company, and any 
 list so settled shall be prima facie evidence of the liability of the 
 persons named therein to be coutributories : 
 
 (9.) The liquidators may at any time after the passing of the resolution 
 for winding-up the company, aud before they have ascertained the 
 sufficiency of the assets of the company, call on all or any of the 
 contributories for the time being settled en the list of coutributories 
 to the extent of their liability to pay all or any sums they deem 
 necessary to satisfy the debts and liabilities of the company, and the 
 costs, charges, and expenses of winding it up, and for the adjustment 
 of the rigtits of the contributories amongst themselves; and the 
 liquidators may in making a call take into consideration the 
 
 E.W. ^ X 
 
 Commence- 
 ment of 
 voluntary 
 winding-up. 
 
 Effect of 
 voluntary 
 winding-up 
 on status of 
 company. 
 
 Notice of 
 resolution 
 to wind up 
 voluntarily. 
 
 Conse- 
 quences of 
 voluntary 
 winding-up.
 
 642 
 
 Companies Act, 1862. 
 
 Effect of 
 winding-up 
 on share 
 capital of 
 company 
 limited by 
 guarantee. 
 
 Power of 
 company to 
 delegate 
 authority 
 to appoint 
 liquidators. 
 
 Arrange- 
 ment when 
 binding on 
 creditors. 
 
 Power of 
 
 creditor or 
 contributory 
 to appeal. 
 
 Power for 
 liquidators 
 or contribu- 
 tories in 
 voluntary 
 winding-up 
 to apply to 
 Court. 
 
 Power of 
 liquidators 
 to call 
 general 
 meeting. 
 
 Power to fill 
 up vacancy 
 in liqui- 
 dators. 
 
 probability tbat some of the con tributaries upon whom the same is 
 made may partly or wholly fail to pay their respective portions of 
 the same : 
 (10.) The liquidators shall pay the debts of the company, and adjust the 
 rights of the contributories amongst themselves. 
 
 134. Where a company limited by guarantee, and having a capital divided 
 into shares, is being wound up voluntarily, any share capital that may not 
 have been called up shall be deemed to be assets of the company, and to be 
 a specialty debt due from each member to the company to the extent of any 
 sums that may be unpaid on any shares held by him, and payable at such 
 time as may be appointed by the liquidators. 
 
 135. A company about to be wound up voluntarily, or in the course of being 
 wound up voluntarily, may, by an extraordinary resolution, delegate to its 
 creditors, or to any committee of its creditors, the power of appointing liqui- 
 dators or any of them, and supplying any vacancies in the appointment of 
 liquidators, or may hy a like resolution enter into any arrangement with 
 respect to the powers to be exercised by the liquidators, and the manner in 
 which they are to be exercised ; and any act done by the creditors in pursuance 
 of such delegated power shall have the same effect as if it had been done by 
 the company. 
 
 136. Any arrangement entered into between a company about to be wound 
 up voluntarily, or in the course of being wound up voluntarily, and its creditors, 
 shall be binding on the company if sanctioned by an extraordinary resolution, 
 and on the creditors if acceded to by three-fourths in number and value of the 
 creditors, subject to such right of appeal as is hereinafter mentioned. 
 
 137. Any creditor or contributory of a company that has in manner afore- 
 said entered into any arrangement with its creditors may, within three weeks 
 from the date of the completion of such arrangement, appeal to the Court 
 against such arrangement, and the Court may thereupon, as it thinks just, 
 amend, vary, or confirm the same. 
 
 138. Where a company is being wound up voluntarily the liquidators or 
 any contributory of the company may apply to the Court in England, Ireland, 
 or Scotland, or to the Lord Ordinary on the bills in Scotland, in time of 
 vacation, to determine any question arising in the matter of such winding-up, 
 or to exercise, as respects the enforcing of calls, or in respect of any other 
 matter, all or any of the powers which the Court might exercise if the com- 
 pany were being wound up by the Court ; and the Court or Lord Ordinary, 
 in the case aforesaid, if satisfied that the determination of such question, or 
 the required exercise of power, will be just and beneficial, may accede, wholly 
 or partially, to such application, on such terms and subject to such conditions 
 as the Court thinks fit, or it may make such other order, interlocutor, or 
 decree on such application as the Court thinks just. 
 
 139. Where a company is being wound up voluntarily the liquidators may 
 from time to time, during the continuance of such winding-up, summon 
 general meetings of the company for the purpose of obtaining the sanction of 
 the company by special resolution or extraordinary resolution, or for any 
 other purposes they think fit; and in the event of the winding-up continuing 
 for more than one year, the liquidators shall summon a general meeting of 
 the company at the end of the first year, and of each succeeding year from 
 the commencement of the winding-up, or as soon thereafter as may be con- 
 venient, and shall lay before such meeting an account showing their acts and 
 dealings, and the manner in which the winding-up has been conducted 
 during the preceding year. 
 
 140. If any vacancy occurs in the office of liquidators appointed by the 
 company, by death, resignation, or otherwise, the company in general meeting 
 may, subject to any arrangement they may have entered into with their 
 creditors, fill up such vacancy, and a general meeting for the purpose of 
 filling up such vacancy may be convened by the continuing liquidators, if 
 any, or by any contributory of the company, and shall be deemed to have 
 been duly held if held in manner prescribed by the regulations of the com- 
 pany, or in such other manner as may, on application by the continuing 
 liquidator, if any, or by any contributory of the company, be determined by 
 the Court.
 
 Companies Act, 1862. 
 
 643 
 
 141. If from any cause whatever there is no liquidator acting in the case 
 of a voluntary winding-up, the Court may, on the application of a contribu- 
 tory, appoint a liquidator or liquidators ; the Court may also, on duo cause 
 shown, remove any liquidator, and appoint another liquidator to act in the 
 matter of voluntary winding-up. 
 
 142. As soon as the affairs of the company are fully wound up, the liqui- 
 dators shall make up an account showing the manner in which such wind- 
 ing-up has been conducted, and the property of the company disposed of; 
 and thereupon they shall call a general meeting of the company for the 
 purpose of having the account laid before them, and hearing any explanation 
 that may be given by the liquidators: The meeting shall be called by 
 advertisement, specifying the time, place, and object of such meeting; and 
 such advertisement shall be published one month at least previously to the 
 meeting, as respects companies registered in England in the London Gazette, 
 and as respects compauies registered in Scotland in the Edinburgh Gazette, 
 and as respects companies registered in Ireland in the Dublin Gazette. 
 
 143. The liquidators shall make a return to the registrar of such meeting 
 having been held, and of the date at which the same was held, and on the 
 expiration of three months from the date of the registration of such return 
 the company shall be deemed to be dissolved : If the liquidators make de- 
 fault in making such return to the registrar they shall incur a penalty not 
 exceeding five pounds for every day during which such default continues. 
 
 144. All costs, charges, and expenses properly incurred in the voluntary 
 winding-up of a company, including the remuneration of the liquidators, 
 shall be payable out of the assets of the company in priority to all other 
 claims. 
 
 145. The voluntary winding-up of a company shall not be a bar to the 
 right of any creditor of such company to have the same wound up by the 
 Court, if the Court is of opinion that the rights of such creditor will be pre- 
 judiced by a voluntary winding-up. 
 
 146. Where a company is in course of being wound up voluntarily, and 
 proceedings are taken for the purpose of having the same wound up by the 
 Court, the Court may, if it thinks fit, notwithstanding that it makes an order 
 directing the company to be wound up by the Court, provide in such order or 
 in any other order for the adoption of all or any of the proceedings taken in 
 the course of the voluntary winding-up. 
 
 Winding-up subject to the Supervision of the Court. 
 
 147. When a resolution has been passed by a company to wind up volun- 
 tarily, the Court may make an order directing that the voluntary winding- 
 up should continue, but subject to such supervision of the Court, and with 
 such liberty for creditors, contributories, or others to apply to the Court, 
 and generally upon such terms and subject to such conditions as the Court 
 thinks just. 
 
 148. A petition, praying wholly or in part that a voluntary winding-up 
 should continue, but subject to the supervision of the Court, and which 
 winding-up is hereinafter referred to as a winding-up subject to the super- 
 vision of the Court, shall, for the purpose of giving jurisdiction to the Court 
 over suits and actions, be deemed to be a petition for winding-up the company 
 by the Court. 
 
 149. The Court may, in determining whether a company is to be wound 
 up altogether by the Court or subject to the supervision of the Court, in the 
 appointment of liquidator or liquidators, and in all other matters relating to 
 the winding-up subject to supervision, have regard to the wishes of the 
 creditors or contributories as proved to it by any sufficient evidence, and may 
 direct meetings of the creditors or contributories to be summoned, held, and 
 regulated in such manner as the Court directs, for the purpose of ascertain- 
 ing their wishes, and may appoint a person to act as chairman of any such 
 meeting, and to report the result of such meeting to the Court : In the case 
 of creditors, regard shall be had to the value of the debts due to each creditor, 
 aud in the case of contributories to the number of votes conferred on each 
 contributory by the regulations of the company. 
 
 Power of 
 Court to 
 appoint 
 liquidators. 
 
 Liquidators 
 on conclusion 
 of winding- 
 up to make 
 up an ac- 
 count. 
 
 Liquidators 
 to report 
 meeting to 
 
 registrar. 
 
 Cost of 
 
 voluntary 
 
 liquidation. 
 
 Saving of 
 rights of 
 creditors. 
 
 Power of 
 Court to 
 adopt pro- 
 ceedings of 
 voluntary 
 winding-up. 
 
 Power of 
 Court, on 
 application, 
 to direct 
 winding-up, 
 subject to 
 supervision. 
 
 Petition for 
 winding-up, 
 subject to 
 supervision. 
 
 Court may 
 have regard 
 to wishes of 
 creditors.
 
 644 
 
 Companies Act, 1862. 
 
 150. Where any order is made by the Court for a winding-up subject to 
 the supervision of the Court, the Court may, is such order or in any sub- 
 sequent order, appoint any additional liquidator or liquidators; and any 
 liquidators so appointed by the Court shall have the same powers, lie subject 
 to the same obligations, aud iu all respects stand in the same position as if 
 they had been appointed by the company : The Court may from time to 
 time remove any liquidators so appointed by the Court, and fill up any 
 vacancy occasioned by such removal, or by death or resignation. 
 
 151. Where an order is made for a winding- up subject t> the supervision 
 of the Court, the liquidators appointed to conduct such winding-up may, 
 subject to any restrictions imposed by the Court, exercise all their powers, 
 without the sanction or intervention of the Court, in the same manner as if 
 the company were being wound op altogether voluntarily ; but save as afore- 
 said, any order made by the Court for a winding-up subject to the super- 
 vision of the Court shall for all purp »ses, including the staying of actions, 
 suits, and other proceedings, be deemed to be an order of the Court for wind- 
 ing-up the company by the Court, and shall confer full authority on the 
 Court to make calls, or to enforce calls male by the liquidators, aud to 
 exercise all other powers which it might have exercised if an order had been 
 made for winding-up the company altogether by the Court ; and in the con- 
 struction of the provisions whereby the Court is empowered to direct any 
 act or thing to be doue to or in favour of the official Liquidators, the expres- 
 sion official liquidators shall be deemed to mean the liqui lators conducting 
 the winding-up subject to the supervision of the Court. 
 
 152. Where an order has been made for the winding-up of a company 
 subject to the supervision of the Court, and such order is afterwards super- 
 seded by an order directing the company to be wound up compulsOrily, the 
 Court may in such last-mentioned order, or in any subsequent order, appoint 
 the voluntary liquidators or any of them, either provisionally or permanently, 
 and either with or without the addition of any other persons, to be official 
 liquidators. 
 
 Siqiplemental Provisions. 
 
 153. Where any company is being wound up by the Court or subject to 
 the supervision of the Court, all dispositions of the property, effects, and 
 things in action of the company, aud every transfer of shares, or alteration 
 in the status of the members of the company, made between the commence- 
 ment of the winding-up and the order for wiuding-up, shall, unless the Court 
 otherwise orders, be void. 
 
 154. Where any company is being wound up, all books, accounts, and 
 documents of the company and of the liquidators shall, as between the con- 
 tributories of the company, be prima facie evidence of the truth of all matters 
 purporting to be therein recorded. 
 
 155. Where any company has been wound up under this Act and is about 
 to be dissolved, the books, accounts, and documents of the company and of 
 the liquidators may be disposed of in tne following way ; that is to say, where 
 the company has been wound up by or subject to the supervision of the Court, 
 in such way as the Court directs, and where the company has been wound up 
 voluntarily, in such way as the company by an extraordinary resolution 
 directs; but after the lapse of five years from the date of such dissolution, no 
 responsibility shall rest on the company or the liquidators, or any one to 
 whom the custody of such books, accounts, aud documents has been com- 
 mitted, by reason that the same or any of them cannot be made forthcoming 
 to any party or parties claiming to be interested therein. 
 
 156. Where an order has been made for winding-up a company by the 
 Court or subject to the supervision of the Court, the Court may make 
 such order for the inspection by the creditors and contributories of the 
 company of its books and papers as the Court thinks just, and any books 
 and papers in the possession of the company may be inspected by creditors 
 or contributories in conformity with the order of the Court, but not further or 
 otherwise.
 
 Companies Act, 1862. 
 
 645 
 
 157. Any person to whom any thing in action belonging to the company 
 is assigned in pursuance of this Act may bring or defend any action or suit 
 relating to such thing in action in his own name. 
 
 [See now s. 25 of the Judicature Act, 1873.] 
 
 158. In the event of any company being wound up under this Act, all 
 debts payable on a contingency, and all claims against the company, present 
 or future, certain or contingent, ascertained or sounding only in damages, 
 shall be admissible to proof against the company, a just estimate being made, 
 so far as is possible, of the value of all such debts or claims as may be subject 
 to any contingency or sound only in damages, or for tome other reason do not 
 bear a certain value. 
 
 159. The liquidators may, with the sanction of the Court, where the 
 company is being wound up by the Court or subject to the supervision of the 
 Court, and with the sanction of an extraordinary resolution of the company 
 where the company is being wound up altogether voluntarily, pay any classes 
 of creditors in full, or make such compromise or other arrangement as the 
 liquidators may rleem expedient with creditors or persons claiming to be 
 creditors, or persons having or alleging themselves to have any claim, present 
 or future, certain or contingent, ascertained or sounding only in damages 
 against the company, or whereby the company may be rendered liable (a). 
 
 160. The liquidators may, with the sanction of the Court where the com- 
 pany is being wound up by the Court or subject to the supervision of the 
 Court, and with the sanction of an extraordinary resolution of the company 
 where the company is being wound up altogether voluntarily, compromise 
 all calls and liabilities to calls, debts, and liabilities capable of resulting in 
 debts, and all claims, whether present or future, certain or contingent, ascer- 
 tained or sounding only in damages, subsisting or supposed to subsist 
 between the company and any contributory or alleged contributory, or other 
 debtor or person apprehending liabdity to the company, and all questions in 
 any way relating to or affecting the assets of the company or the winding-up 
 of the company, upon the receipt of such sums, payable at such times and 
 generally upon such terms as may be agreed upon, with power for the liqui- 
 dators to take any security for the discharge of such debts or liabilities, 
 and to give complete discharges in respect of all or any such calls, debts, or 
 liabilities (a). 
 
 161. Where any company is proposed to be or is in the course of being 
 wound up altogether voluntarily, and the whole or a portion of its business 
 or property is proposed to be transferred or sold to another company, the 
 liquidators of the first-mentioned company may, with the sanction of a 
 special resolution of the company by whom they were appointed, conferring 
 either a general authority on the liquidators, or an authority in respect of 
 any particular arrangement, receive in compensation or part compensation 
 for such transfer or sale shares, policies, or other like interests in such other 
 company, for the purpose of distribution amongst the members of the company 
 being wound up, or may enter into any other arrangement whereby the 
 members of the company being wound up may, in lieu of receiving cash, 
 shares, policies, or other like interests, or iu addition thereto, participate in 
 the profits of or receive any other benefit from the purchasing company; and 
 .any sale made or arrangement entered into by the liquidators in pursuance of 
 this section shall be binding on the members of the company being wound 
 up ; subject to this proviso, that if any member of the company being wound 
 up who has not voted in favour of the special resolution passed by the com- 
 pany of which he is a member at either of the meetings held for passing the 
 same expresses his dissent from any such special resolution in writing 
 addressed to the liquidators or one of them, and left at the registered office 
 of the company not later than seven days after the date of the meeting at 
 which such special resolution was passed, such dissentient member may 
 require the liquidators to do one of the following things as the liquidators 
 may prefer ; that is to say, either to abstain from carrying such resolution 
 into effect, or to purchase the interest held by such dissentient member at a 
 
 Power of 
 assignee to 
 sue. 
 
 Debts of all 
 descriptions 
 to be proved. 
 
 General 
 scbeme of 
 liquidation 
 may be 
 sanctioned. 
 
 Power to 
 
 compromise. 
 
 Power for 
 liquidators 
 to accept 
 sbares, &c, 
 as a con- 
 sideration 
 for sale of 
 property of 
 company. 
 
 (a) See now s. 12 of the Act of 1890.
 
 646 
 
 Companies Act, 1862. 
 
 Mode of 
 
 determining 
 
 price. 
 
 Certain at- 
 tachments, 
 sequestra- 
 tions, and 
 sxecutions 
 to be void. 
 
 Fraudulent 
 preference. 
 
 price to be determined in manner hereinafter mentioned, such purchase 
 money to bo paid before the company is dissolved, and to be raised by the 
 liquidators in such manner as may be determined by special resolution : no 
 special resolution shall be deemed invalid for the purpose of this section by 
 reason that it is passed antecedently to or concurrently with any resolution 
 for winding-up the company, or for appointing liquidators ; but if an order 
 be made within a year for wiuding up the company by or subject to the 
 supervision of the Court, such resolution shall not be of any validity unless 
 it is sanctioned by the Court. 
 
 162. The price to be paid for the purchase of the interest of any dis- 
 sentient member may be determined by agreement, but if the parties dispute 
 about the same such dispute shall be j-ettled by arbitration, and for the 
 purposes of such arbitration the provisions of " The Companies Clauses 
 Consolidation Act, 1845," with respect to the settlement of disputes by arbi- 
 tration, shall be incorporated with this Act; and in the construction of such 
 provisions this Act shall be deemed to be the special Act, and " the company " 
 shall mean the company that is being wound up, and any appointment by 
 the said incorporated provisions directed to be made under the baud of the 
 secretar}-, or any two of the directors, may be made under the hand of the 
 liquidator, if only one, or any two or more of the liquidators if more than one. 
 
 163. Where any company is being wound up by the Court or subject to 
 the supervision of the Court, any attachment, sequestration, distress, or 
 execution put in force against the estate or effects of the company after 
 the commencement of the winding-up shall be void to all intents. 
 
 164. Any such conveyance, mortgage, delivery of goods, payment, execu- 
 tion, or other Act relating to property as would, if made or done by or against 
 any individual trader, be deemed in the event of his bankruptcy to have been 
 made or done by way of undue or fraudulent preference of the creditors of 
 such trader, shall, if made or done by or against any company, be deemed, in 
 the event of such company beiug wound up under this Act, to have been 
 made or done by way of undue or fraudulent preference of the creditors of 
 such company, and shall be invalid accordingly ; and for the purposes of this 
 section the presentation of a petition for winding-up a company shall, in the 
 case of a company being wound up by the Court or subject to the supervision 
 of the Court, and a resolution for winding-up the company shall, in the case 
 of a voluntary winding-up, be deemed to correspond with the act of bank- 
 ruptcy, in the case of an individual trader; and any conveyance or assign- 
 ment made by any company formed under this Act of all its estate and effects 
 to trustees for the benefit of all its creditors shall be void to all intents. 
 
 [165. This section is now repealed by 53 & 54 Vict. c. 63, s. 33.] 
 
 166. If any director, officer, or contributory of any company wound up 
 under this Act destroys, mutilates, alters, or falsifies any books, papers, 
 writings, or securities, or makes or is privy to the making of any false or 
 fraudulent entry in any register, book of account, or other document 
 belonging to the company with intent to defraud or deceive any person, every 
 person so offending shall be deemed to be guilty of a misdemeanour, and 
 upon being convicted shall be liable to imprisonment for any term not 
 exceeding two years, with or without hard labour. 
 
 167. Where any order is made for winding-up a company by the Court or 
 
 of delinquent su bject to the supervision of the Court, if it appear in the course of such 
 directors in . J ,. , , , r . ■,. . r rv. i c 
 
 the case of winding-up that any past or present director, manager, orncer, or member oi 
 
 such company has been guilty of any offence in relation to the company for 
 
 which he is criminally responsible, the Court may, on the application of any 
 
 person interested in such winding-up, or of its own motion, direct the official 
 
 liquidator, or the liquidators (as the case may be), to institute and conduct 
 
 a prosecution or prosecutions for such offence, and may order the costs and 
 
 expenses to be paid out of the assets of the company. 
 
 168. Where a company is beiug wound up altogether voluntarily, if it 
 appear to the liquidators conducting such winding-up that any past or present 
 director, manager, officer, or member of such company has been guilty of any 
 offence in relation to the company for which he is criminally responsible, it 
 shall be lawful for the liquidators, with the previous sanction of the Court, 
 
 Penalty on 
 falsification 
 of books. 
 
 Prosecution 
 
 winding-up 
 by Court. 
 
 Prosecution 
 of delinquent 
 directors, 
 &c, in case 
 of voluntary 
 winding-up.
 
 Companies Act, 1862. G47 
 
 to prosecute such offender, and all expenses properly incurred by them in 
 such prosecution shall be payable out of the assets of the company in priority 
 to all other liabilities. 
 
 169. If any person, upon any examination upon oath or affirmation Penalty of 
 authorized under this Act, or in any affidavit, deposition, or solemn affir- perjury, 
 mation in or about the winding-up of any company under this Act or other- 
 wise in or about any matter arising under this Act, wilfully and corruptly 
 gives false evidence, he shall, upon conviction, be liable to the penalties of 
 wilful perjury. 
 
 Power of Courts to make Rules. 
 
 [S. 170, which gave power to the Lord Chancellor of Great Britain to make 
 rules, was repealed by the Statute Law Revision Act, 1881. See s. 20 of the 
 Act of 1867 J 
 
 [171. Power of Court of Session in Scotland to make rules.] 
 
 [172. fower to make rules in Stannaries Court.] 
 
 [173. Power of Lord Chancellor of Ireland to make rules.] 
 
 PART V. 
 
 Registration Office. 
 
 [174. Constitution of registration office.] The registration of companies 
 
 under this Act shall be conducted as follows (that is to say ) : — 
 
 ******** 
 
 (5.) Every person may inspect the documents kept by the registrar of 
 joint stock companies ; and there shall be paid for such inspection 
 such fees as may be appointed by the Board of Trade, not exceeding 
 one shilling for each inspection ; and any person may require a cer- 
 tificate of the incorporation of any company, or a copy or extract of 
 any other document or any part of any other document, to be certi- 
 fied by the registrar : and. there shall be paid for such certificate of 
 incorporation, certified copy, or extract, such fees as the Board of 
 Trade may appoint, not exceeding five shillings for the certificate of 
 incorporation, and not exceeding sixpence for each folio of such 
 copy or extract, or in Scotland for each sheet of two hundred words. 
 
 PART VI. 
 
 Application of Act to Companies registered under the Joint Stock 
 Companies Acts. 
 
 175. The expression " Joint Stock Companies Acts " as used in this Act Definition of 
 shall mean " The Joint Stock Companies Act, 1856," " The Joint Stock Cora- joint Stock 
 panies Acts, 1856, 1857," "The Joint Stock Banking Companies Act, 1857," Companies 
 and " The Act to enable Joint Stock Banking Companies to be formed on the 
 Principle of Limited Liability," or any one or more of such Acts, as the case 
 
 may require, but shall not include the Act passed in the eighth year of the 
 reign of Her present Majesty, chapter one hundred and ten, and intituled 
 An Act for the Registration, Incorporation, and Regulation of Joint Stock 
 Companies. 
 
 176. Subject as hereinafter mentioned, this Act, with the exception ot Application 
 Table A in the first schedule, shall apply to companies formed and registered °^Uo^ 
 under the said Joint Stock Companies Acts, or any of them, in the same regi | tereil 
 manner in the case of a limited company as if such company had been formed under joint 
 and registered under this Act as a company limited by shares, and in the case Stock Com- 
 of a company other than a limited company as if such company had been P ames Acts -
 
 648 
 
 Companies Act, 18G2. 
 
 Application 
 of Act to 
 companies 
 formed 
 under Joint 
 Stock Com- 
 panies Acts. 
 
 Mode of 
 
 transferring 
 
 shares. 
 
 formed and registered as an unlimited company under this Act, with this 
 qualification, that wherever reference is made expressly or impliedly to the 
 date of registration, such date shall he deemed to refer to the date at which 
 such companies were respectively registered under the said Joint Stock Com- 
 panies Acts or any of them, and the power of altering regulations by special 
 resolution given by this Act shall, in the case of any company formed and 
 registered under the said Joint Stock Companies Acts or any of them, extend 
 to°altering any provisions contained in the Table marked B annexed to 
 " The Joiut Stock Companies Act, 1856," and shall also in the case of an 
 unlimited company formed and registered as last aforesaid extend to alter- 
 ing any regulations relating to the amount of capital or its distribution into 
 shares, notwithstanding such regulations are contained in the memorandum 
 of association. 
 
 177. This Act shall apply to companies registered but not formed under 
 the said Joiut Stock Companies Acts or any of them, in the same manner as 
 it is hereinafter declared to apply to companies registered but not formed 
 under this Act, with this qualification, that wherever reference is made ex- 
 pressly or impliedly 1o the date of registration, such date shall be deemed to 
 refer to the date at which such companies were respectively registered under 
 the said Joint Stock Companies Acts or any of them. 
 
 178. Any company registered uuder the said Joint Stock Companies Acts 
 or any of them may cause its shares to be transferred in manner hitherto in 
 use, or in such other manner as the company may direct. 
 
 Kegulation 
 as to regis- 
 tration of 
 existing 
 companies. 
 
 PART VII. 
 
 Companies authorized to register under this Act. 
 
 179. The following regulations shall be observed with respect to the regis- 
 tration of companies under this part of this Act; (that is to say) — 
 
 (1.) No company having the liability of its members limited by Act of 
 Parliament or letters patent, and not being a joint stock company as 
 hereinafter denned, shall register under this Act in pursuance of 
 this part thereof : 
 
 (2.) No company having the liability of its members limited by Act of 
 Parliament or by letters patent, shall register under this Act in 
 pursuance of this part thereof as an unlimited company, or as a 
 company limited hy guarantee : 
 
 (3.) No company that is not a joint stock company as hereinafter denned 
 shall in pursuance of this part of this Act register under this Act 
 as a company limited hy shares; 
 
 (4.) No company shall register under this Act in pursuance of this_ part 
 thereof unless an assent to its so registering is given by a majority 
 of such of its members as may be present, personally or by proxy, 
 in ca.-es where proxies are allowed by the regulations of the com- 
 pany, at some general meeting summoned for the purpose : 
 (5.) Where a company not having the liability of its members limited by 
 Act of Parliament or letters patent is about to register as a limited 
 company, the majority required to assent as aforesaid shall consist 
 of not lets than three-fourths of the members present, personally or 
 by proxy, at such last-mentioned general meeting : 
 (6.) Where a company is about to register as a company limited by 
 guarantee, the assent to its being so registered shall be accompanied 
 by a resolution declaring that each member undertakes to contri- 
 bute to the assets of the company, in the event of the same being 
 wound up, during the time that he is a member, or within a year 
 afterwards, for payment of the debts and liabilities of the company 
 contracted before the time at which he ceased to be a member, 
 and of the costs, charges, and expenses of winding-up the company, 
 and for the adjustment of the rights of the contributories amongst
 
 Companies Act, 1862. 
 
 649 
 
 themselves, such amount as may be required, not exceeding a Bpecifli d 
 
 amount : 
 In computing any majority under this section when a poll is demanded regard 
 shall be had to the number of votes to which each member is entitled accord- 
 ing to the regulations of the company of which lie is a member. 
 
 180. With the above exceptions, and subject to the foregoing regulations, 
 every company existing at the time of the commencement of this Act, in- 
 cluding any company-registered under the said Joint Stock Companies Acts, 
 consisting of seven or more members, and any company hereafter formed in 
 pursuance of any Act of Parliament other than this Act, or of Utters patent, 
 or being a company engaged in working mines within and subject to tin- 
 jurisdiction of the Stannaries, or being otherwise duly constituted by law, 
 and consisting of seven or more members, may at any time hereafter register 
 itself under this Act as an unlimited company, or a company limited by 
 shares, or a company limited by guarantee ; and no such registration shall 
 be invalid by reason that it has taken place with a view to the company being 
 wound up. 
 
 181. For the purposes of this part of this Act, so far as the same relates to 
 the description of companies empowered to register as companies limited by 
 shares, a joint stock company shall be deemed to be a company having a 
 permanent paid-up or nominal capital of fixed amount divided into shares, 
 also of fixed amount, or held and transferable as stock, or divided and held 
 partly in one way and partly in the other, and formed on the principle of 
 having for its members the holders of shares in such capital, or the holders 
 of such stock, and no other persons ; and such company when registered with 
 limited liability under this Act shall be deemed to be a compauy limited by 
 shares. 
 
 [S. 182, providing for the case of banking companies, is repealed and 
 replaced by s. 6 of the Companies Act, 1879.] 
 
 183. Previously to the registration in pursuance of this part of this Act 
 of any joint stock company there shall be delivered to the registrar the 
 following documents ; (that is to say) — 
 
 (1.) A list showing the names, addresses, and occupations of all persons 
 who on a day named in such list, and not being more than six clear 
 days before the day of registration, were members of such company, 
 with the addition of the shares held by such persona respectively, 
 distinguishing, in cases where such shares are numbered, each share 
 by its number : 
 (2.) A copy of any Act of Parliament, royal charter, letters patent, deed 
 of settlement, contract of copartnery, cost-book regulations, or other 
 instrument constituting or regulating the company : 
 (3 ) If any such joiut stock company is intended to be registered as a 
 limited company, the above list and copy shall be accompanied 
 by a statement specifying the following particulars; (that is to 
 say) — 
 The nominal capital of the company and the number of shares 
 
 into which it is divided : 
 The number of shares taken and the amount paid on each share : 
 The name of the company, with the addition of the word 
 
 " Limited " as the last word thereof: 
 With the addition, in the case of a company intended to be regis- 
 tered as a company limited by guarantee, of the resolution 
 declaring the amount of the guarautee. 
 
 184. Previously to the registration in pursuance of this part of this 
 
 of any company not being a joint stock company there shall he delivered to 
 the registrar a list showing the names, addresses, and occupations ol the 
 directors or other managers (if any) of the company, also a oopj ol any .\. ■; 
 of Parliament, letters patent, deed of settlement, contract of copartnery, OOat- 
 book regulations, or other instrument constituting or regulating the com- 
 pany with the addition, in the case of a company intended to be registered 
 as a company limited by guarantee, of the resolution declaring the amount 
 of guarautee. 
 
 Companies 
 
 i 
 being 
 
 1) -fiiiit inn of 
 Joint >tock 
 company. 
 
 Requisitions 
 for regis- 
 tration by 
 companies. 
 
 -iti.'iis 
 for regis- 
 tration by 
 existing 
 company 
 not being a 
 Joint stock 
 company.
 
 650 
 
 Companies Act, 1862. 
 
 Power for 
 existing 
 company to 
 register 
 amount of 
 stock instead 
 of shares. 
 
 Authenti- 
 cation of 
 statements 
 of existing 
 companies. 
 
 Registrar 
 may require 
 evidence as 
 to nature of 
 company. 
 
 On registra- 
 tion of bank- 
 ing company 
 ■with limited 
 liability 
 notice to be 
 given to 
 customers. 
 
 Exemption 
 of certain 
 companies 
 from pay- 
 ment of fees. 
 
 Power to 
 company to 
 change 
 name. 
 
 Certificate of 
 registration 
 of existing 
 companies. 
 
 Certificate to 
 be evidence 
 of compli- 
 ance with 
 Act. 
 
 Transfer of 
 property to 
 company. 
 
 185. "Where a joint stock compauy authorized to register under this Act 
 has had the whole or any portion of its capital converted into stock, such 
 company shall, as to the capital so converted, instead of delivering to the 
 registrar a statement of shares, deliver to the registrar a statement of the 
 amount of stock belonging to the company, and the names of the persons who 
 were holders of such stock, on some day to be named in the statement, not 
 more than six clear days before the day of registration. 
 
 186. The lists of members and directors and any other particulars relating 
 to the company hereby required to be delivered to the registrar shall be 
 verified by a declaration of the directors of the company delivering the same, 
 or any two of them, or of any two other principal officers of the company, 
 made in pursuance of the Act passed in the. sixth year of the reign of his late 
 Majesty King William the Fourth, chapter sixty-two. 
 
 187. The registrar may require such evidence as he thinks necessary for 
 the purpose of satisfying himself whether an existing company is or not 
 a joint stock company as hereinbefore denned. 
 
 188. Every banking company existing at the date of the passing of this 
 Act which registers itself as a limited company shall, at least thirty days 
 previous to obtaining a certificate of registration with limited liability, give 
 notice that it is intended so to register the same to every person and partner- 
 ship firm who have a banking account with the company, and such notice 
 shall be given either by delivering the same to such person or firm, or 
 leaving the same or putting the same into the post addressed to him or them 
 at such address as shall have been last communicated or otherwise become 
 known as his or their address to or by the company ; and in case the company 
 omits to give any such notice as is hereinbefore required to be given, then as 
 between the company and the person or persons only who are for the time 
 being interested in the account in respect of which such notice ought to have 
 been given, and so far as respects such account and all variations thereof 
 down to the time at which such notice shall be given, but not further or 
 otherwise, the certificate of registration with limited liability shall have no 
 operation. ' 
 
 189. No fees shall be charged in respect of the registration in pursuance 
 of this part of this Act of any company in cases where such company is not 
 registered as a limited company, or where previously to its being registered 
 as a limited company the liability of the shareholders was limited by some 
 other Act of Parliament or by letters patent. 
 
 190. Any company authorized by this part of this Act to register with 
 limited liability shall, for the purpose of obtaining registration with limited 
 liability, change its name by adding thereto the word " Limited." 
 
 191. Upon compliance with the requisitions in this part of this Act con- 
 tained with respect to registration, and on payment of such fees, if any, as 
 are payable under the Tables marked B and C in the first schedule hereto, 
 the registrar shall certify under his hand that the company so applying for 
 registration is incorporated as a company, under this Act, and in the case of a 
 limited company, that it is limited, and thereupon such company shall be 
 incorporated, and shall have perpetual succession and a common seal, with 
 power to hold lands ; and any banking company in Scotland so incorporated 
 shall be deemed and taken to be a bank incorporated, constituted, or estab- 
 lished by or under Act of Parliament. 
 
 192. A certificate of incorporation given at any time to any company 
 registered in pursuance of this part of this Act shall be conclusive evidence 
 that all the requisitions herein contained in respect of registration under this 
 Act have been complied with, and that the company is authorized to be 
 registered under this Act as a limited or unlimited company, as the case 
 may be, and the date of incorporation mentioned in such certificate shall be 
 deemed to be the date at which the compauy is incorporated under this 
 Act. 
 
 193. All such property, real and personal, including all interests and 
 rights in, to, and out of property, real and personal, and including obligations 
 and things in action, as may belong to or be vested in the company at the 
 date of its registration under this Act, shall on registration pass to and vest
 
 Companies Act, 1862. 
 
 051 
 
 in the company as incorporated under this Act, for all the estate and interest 
 of the company therein. 
 
 194. The registration in pursuance of this part of this Act of any company Registration 
 shall not affect or prejudice the liability of such company to have enforced under this 
 against it, or its right to enforce, any debt or obligation incurred, or any "^^Vi 
 contract entered into, by, to, with, or on behalf of such company previously lju ' n 
 
 to such registration. curred pre- 
 
 195. All such actions, suits, and other legal proceedings as may at the viously to 
 time of the registration of any company registered in pursuance of this part ri '- Mr;l '" 
 
 of this Act have been commenced by or against such company, or the public Continuation 
 officer or any member thereof, may be continued in the same manner as if ° &t .^\' u 
 such registration had not taken place; nevertheless execution shall not issue suits. 
 against the effects of any individual member of such company upon any 
 judgment, decree, or order obtained in any action, suit, or proceeding so com- 
 menced as aforesaid ; but in the event of the property and effects of the 
 company being insufficient to satisfy such judgment, decree, or order, an 
 order may be obtained for winding-up the company. 
 
 196. When a company is registered uuder this Act in pursuance of this Effect of 
 part thereof, all provisions contained in any Act of Parliament, deed of registration 
 settlement, contract of copartnery, cost-book regulations, letters pateut, or under Act. 
 other instrument constituting or regulating the company, including, in the 
 
 case of a company registered as a company limited by guarantee, the reso- 
 lution declaring the amount of the guarantee, shall be deemed to be con- 
 ditions and regulations of the company, in the same manner and with the 
 same incidents as if they were contained in a registered memorandum of 
 association and articles of association ; and all the provisions of this Act shall 
 apply to such company, and the members, contributories, and creditors there- 
 of, in the same manner in all respects as if it had been formed under this 
 Act, subject to the provisions following ; (that is to say)— 
 
 (1.) That Table A in the first schedule to this Act shall not, unless 
 adopted by special resolution, apply to any company registered 
 under this Act in pursuance of this part thereof: 
 (2.) That the provisions of this Act relating to the numbering of shares 
 shall not apply to any joint stock company whose shares are not 
 numbered : 
 (3.) That no company shall have power to alter any provision contained in 
 
 any Act of Parliament relating to the company : 
 (4.) That no company shall have power, without the sanction of the Board 
 of Trade, to alter any provision contained in any letters patent 
 relating to the company : 
 (5.) That in the event of the company heing wound up, every person shall 
 be a contributory, in respect of the debts and liabilities of the com- 
 pany contracted prior to registration, who is liable, at law or in 
 equity, to pay or contribute to the payment of any debt or liability 
 of the company contracted prior to registration, or to pay or con- 
 tribute to the payment of any sum for the adjustment of the rights 
 of the members amongst themselves in respect of any such debt or 
 liability ; or to pay or contribute to the payment of the costs, charges, 
 and expenses of winding-up the company so far as relates to such 
 debts or liabilities as aforesaid; and every such contributory shall 
 be liable to contribute to the assets of the company, in the courso 
 of the winding-up, all sums due from him in respect of any such 
 liability as aforesaid; and in the event of the death, bankruptcy, or 
 insolvency of any such contributory, as last aforesaid, or marriage 
 of any such contributory being a female, the provisions hereinbefore 
 contained with respect to the representatives, hens, and devisees ot 
 deceased contributories, and with reference to the assignees ot bank- 
 rupt or insolvent contributories, and to the husbands of married 
 contributories, shall apply : , . „ 
 
 (6) That nothing herein contained shall authorize any company to alter 
 any such provisions contained in any deed of settlement, contract ot 
 copartnery, cost-book regulations, letters patent, or other instrument
 
 C52 
 
 Companies Act, 1862. 
 
 Power of 
 
 Court to 
 restrain 
 further pro- 
 ceedings. 
 
 Order for 
 
 winding-up 
 
 company. 
 
 constituting or regulating the company, as would, if such company 
 
 had originally been formed under this Act, have been contained in 
 
 the memorandum of association, and are not authorized to be altered 
 
 by this Act : 
 
 But nothing herein contained shall derogate from any power of altering its 
 
 constitution or regulations which may be vested in any company registering 
 
 under this Act in pursuance of this part thereof by virtue of any Act of 
 
 Parliament, deed of settlement, contract of copartnery, letters patent, or other 
 
 instrument constituting or regulating the company. 
 
 197. The Court may at any time after the presentation of a petition for 
 winding-up a company registered in pursuance of this part of this Act, and. 
 before making an order for winding-up the company, upon the application by 
 motion of any creditor of the company, restrain further proceedings in any 
 action, suit, or legal proceeding against any contributory of the company as 
 well as against the company as hereinbefore provided, upon such terms as 
 the Court thinks fit. 
 
 198. Where an order has been made for winding-up a company registered 
 in pursuance of this part of the Act, in addition to the provisions hereinbefore 
 contained, it is hereby further provided that no suit, action, or other legal 
 proceeding shall be commenced or proceeded with against any contributory of 
 the company in respect of any debt of the company, except with the leave 
 of the Court, and subject to such terms as the Court may impose. 
 
 Winding-up 
 of unregis- 
 tered com- 
 panies. 
 
 PART VIII. 
 
 Application of Act to Unregistered Companies. 
 
 199. Subject as hereinafter mentioned, any partnership, association, or 
 company, except railway companies incorporated by Act of Parliament, con- 
 sisting of more than seven members, and not registered under this Act, and 
 hereinafter included under the term unregistered company, may be wound 
 up under this Act, and all the provisions of this Act with respect to wind- 
 ing-up shall apply to such company, with the following exceptions and 
 additions : — 
 
 (1.) An unregistered company shall, for the purpose of determining the 
 Court having jurisdiction in the matter of the winding-up, be deemed 
 to be registered in that part of the United Kingdom where its prin- 
 cipal place of business is situate ; or if it has a principal place of 
 business situate in more than one part of the United Kingdom, then 
 in each part of the United Kingdom where it has a principal place 
 of business ; moreover the principal place of business of an un- 
 registered company, or (where it lias a principal p ace of business 
 situate in more than one part of the United Kingdom) such one of 
 its principal places of business as is situate in that part of the United 
 Kingdom in which proceedings are being instituted, shall for all the 
 purposes of the winding-up of such company be deemed to be the 
 registered office of the company : 
 (2.) No unregistered company shall be wound up under this Act voluntarily 
 
 or subject to the supervision of the Court : 
 (3.) The circumstances under which an unregistered company may be 
 wound up are as follows; (that is to say,) 
 (a) Whenever the company is dissolved, or has ceased to carry on 
 business, or is carrying on business only for the purpose of 
 winding up its affairs; 
 (6.) Whenever the company is unable to pay its debts ; 
 (c.) Whenever the Court is of opinion that it is just and equitable that 
 the company should be wound up : 
 (4.) An unregistered company shall, for the purposes of this Act, be 
 deemed to be unable to pay its debts, 
 (a.) Whenever a creditor to whom the company is indebted at law or
 
 Companies Act, 1862. 553 
 
 "» «H»ty, by assignment or otherwise, in a sum exceeds 
 fifty pounds then due, has served on the company, by KavSf 
 the same at the principal place of business of the foS 
 or by delivering to the secretary or some director or 3B3 
 officer of the compandor by otherwise serving the same in 
 such manner as the Court may approve or direct, a demand 
 under his hand requiring the company to pay the sum so due 
 and the company has for the space of three weeks succ^ding 
 the service of such demand neglected to pay such sum or to 
 secure or compound for the same to the satisfaction of the 
 creditor : 
 (6.) Whenever any action, suit, or other proceeding has been instituted 
 against any member of the company for any debt or demand due 
 or claimed to be due, from the company, or from him in his 
 character of member of the company, and notice in writin- of 
 the institution of such action, suit, or other legal proceeding 
 having been served upon the company by leaving the same at 
 the principal place of business of the company or by delivering 
 it to the secretary, or some director, manager or principal officer 
 of the company, or by otherwise serving the same in such 
 manner as the Court may approve or direct, the company has 
 not within ten days after service of such notice paid secured or 
 compounded for such debt or demand, or procured such action 
 suit, or other legal proceeding to be stayed, or indemnified the 
 defendant to his reasonable satisfaction against such action 
 suit, or other legal proceeding, and against all costs, damages' 
 and expenses to be incurred by him by reason of the same ■ ° 
 (c.) Whenever, in England or Ireland, execution or other process 
 issued on a judgment, decree, or order obtained in any Court in 
 favour ot any creditor in any proceeding at law or in equity 
 instituted by such creditor against the company, or any member 
 thereof as such, or against any person authorized to be sued as 
 nominal defendant on behalf of the company, is returned un- 
 satisfied : 
 id.) Whenever, in the case of an unregistered company engaged in 
 working mines within and subject to the jurisdiction of the 
 Stannaries, a customary decree or order absolute for the sale of 
 the machinery, materials, and effects of such mine has been 
 made in a creditor's suit in the Court of the vice-warden : 
 (e.) Whenever, in Scotland, the induciae of a charge for payment on an 
 extract decree, or an extract registered bond, or an extract 
 registered protest, have expired without payment being made: 
 (/•) Whenever it is otherwise proved to the satisfaction of the Court 
 that the company is unable to pay its debts. 
 
 200. In the event of an unregistered company being wound up every Who to bo 
 person shall be deemed to be a contributory who is liable, at law or in equity deemed ■ 
 to pay or contribute to the payment of any debt or liability of the company] l '"' 1 ' 
 
 or to pay or contribute to the payment of any sum for the adjustment of the ofconroaa? 
 rights of the members amongst themselves, or to pay or contribute to the pay- being wound 
 ment of the costs, charges, and expenses of winding-up the company, and U P- 
 every such contributory shall be liable to contribute to the assets of the 
 company in the course of the winding-up all sums due from him in respect 
 of any such liability as aforesaid; but iu the event of the death, bankruptcy, 
 or insolvency of any contributory, or marriage of any female contributory, 
 the provisions hereinbefore contained with respect to the personal repre- 
 sentatives, heirs, and devisees of a deceased contributory, and to the 
 assignees of a bankrupt or insolvent contributory, and to the husband of 
 married contributories, shall apply. 
 
 201. The Court may, at any time after the presentation of a petition for Tower of 
 winding-up an unregistered company, and before making an order lor winding- Coi 'it '" 
 up the company, upon the application of any creditor of the company, restrain ['j^r 1 '" 
 further proceedings in any action, suit, or proceeding against any o intributory pryce'edin-s
 
 654 
 
 Companies Act, 1862. 
 
 Effect of 
 order for 
 winding-up 
 company. 
 
 Provision in 
 case of un- 
 registered 
 company. 
 
 Provisions 
 in this part 
 of Act 
 cumulative. 
 
 of the company, or against the company as hereinbefore provided, upon such 
 terms as the Court thinks fit. 
 
 202. Where an order has been made for winding-up an unregistered com- 
 pany in addition to the provisions hereinbefore contained in the case of com- 
 panies formed under this Act, it is hereby further provided that no suit, 
 action, or other legal proceeding shall be commenced or proceeded with 
 against any contributory of the company in respect of any debt of the com- 
 pany, except with the leave of the Court, and subject to such terms as the 
 Court may impose. 
 
 203. If any unregistered company has no power to sue and be sued in a 
 common name, or if for any reason it appears expedient, the Court may by the 
 order made for winding-up such company, or by any subsequent order, direct 
 that all such property, real and personal, including all interest, claims, and 
 rights into and out ot property, real and personal, and including things in 
 action as may belong to or be vested in the company, or to or in any person 
 or persons on trust for or on behalf of the company or any part of such 
 property, is to vest in the official liquidator or official liquidators by his or 
 their official name or names, and thereupon the same or such part thereof as 
 may be specified in the order shall vest accordingly, and the official liquidator 
 or official liquidators in iy, in his or their official name or names, or in such 
 name or names and after giving such indemnity as the Court directs, bring or 
 defend any actions, suits, or other legal proceeding relating to any property 
 vested in him or them, or any actions, suits, or other legal proceedings neces- 
 sary to be brought or defended for the purposes of effectually winding up the 
 company and recovering the property thereof. 
 
 204. The provisions made by this part of the Act with respect to unregis- 
 tered companies shall be deemed to be made in addition to and not in restric- 
 tion of any provisions hereinbefore contained with respect to winding up 
 companies by the Court, and the Court or official liquidator may, in addition 
 to anything contained in this part of the Act, exercise any powers or do any 
 act in the case of unregistered companies which might be exercised or done 
 by it or him in winding up companies formed under this Act ; but an unregis- 
 tered company shall not, except in the event of its being wound up, be 
 deemed to be a company under this Act, and then only to the extent pro- 
 vided by this part of this Act. 
 
 PART IX. 
 
 [Ss. 205-212 refer to the repeal of Acts and temporary provisions, and ss. 
 206 (in part), 207, 211, and 212 were repealed by the Statute Law Eevision 
 Act, 1875.] 
 
 [The first schedule contains (i.) a table (Table A) of regulations for manage- 
 ment of a company limited by shares and a form of balance sheet for such a 
 company ; (ii.) a table (Table B) of fees to be paid to the Registrar of Joint 
 Stock Companies by a company having a capital divided into shares; (iii.) a 
 table (Table C) of fees to be paid to the Registrar of Joint Stock Companies 
 by a company not having a capital divided into shares; and (iv.) a form 
 (Form D) of statement referred to in Part iii. of the Act.] 
 
 [The second schedule contains (i.) a form (Form A) of memorandum of 
 association of a company limited by shares; (ii.) a form (Form B)of memoran- 
 dum and articles of association of a company limited by guarantee, and not 
 having a capital divided into shares ; (iii.) a form (Form C) of memorandum 
 and articles of association of a company limited by guarantee, and having a 
 capital divided into shares; (iv.) a form (Form D) of memorandum and 
 articles of association of an unlimited company, having a capital divided 
 into shares ; (v.) a form (Form E) as required by the second part of the Act 
 (see section 26) ; and (vi.) a form (Form F) of a license to hold lands.] 
 
 (The third schedule contains in Part i. a list of repealed Acts except those
 
 Companies Act, 1867. 
 
 G55 
 
 mentioned in Part ii. thereof; anrl by Part ii. exempts from the operation of 
 Part i. (<<) 7 & 8 Vict. c. 113, s. 7, which gives to existing companies powers 
 of suing and being sued, and (h) such part of 20 & 21 Vict. c. 49, s. 12, as 
 gives power to form banking partnerships of ten persons.] 
 
 one with 
 
 •25 k l>6 Vict. 
 
 THE COMPANIES ACT, 1867. 
 [30 & 31 Vict. c. 131.] 
 
 Preliminary. 
 
 [1. Short Title.] 
 
 2. The Companies Act, 1S62, is hereinafter referred to as " the Principal Act to bo 
 Act;" and the principal Act and this Act are hereiuafter distinguished as con-tru-i 
 and may be cited for all purposes as " The Companies Act, 1862 and 1867 ; " 
 and this Act shall, so far as is consistent with the tenor thereof, be con- 
 strued as one with the principal Act ; and the expression " this Act " in 
 the principal Act, and any expression referring to the principal Act which 
 occurs in any Act or other document, shall be construed to mean the principal 
 Act as amended by this Act. 
 
 [3. Commencement of Act.] 
 
 Unlimited Liability of Directors. 
 
 4. Where after the commencement of this Act a company is formed as a 
 limited company under the principal Act, the liability of the directors or 
 managers of such company, or the managing director, may, if so provided by 
 the memorandum of association, be unlimited. 
 
 5. The following modifications shall be made in the thirty-eighth section 
 of the principal Act, with respect to the contributions to be required in 
 the event of a winding-up of a limited company under the principal Act, 
 from any director or manager whose liability is, in pursuance of this Act, 
 unlimited : — 
 
 (1.) Subject to the provisions hereinafter contained, any such director or 
 manager, whether past or present, shall, in addition to his liability 
 (if any) to contribute as an ordinary member, be liable to contribute 
 as if he were at the date of the commencement of such winding-up 
 a member of an unlimited company : 
 
 (2.) No contribution required from any past director or manager who has 
 ceased to hold such office for a period of one year or upwards prior 
 to the commencement of the winding-up shall exceed the amount 
 (if any) which he is liable to contribute as an ordinary member of 
 the company : 
 
 (3.) No contribution required from any past director or manager in respect 
 of any debt or liability of the company contracted after the time 
 at which he ceased to hold such office shall exceed the amount (if 
 any) which he is liable to contribute as an ordinary member of the 
 company : 
 
 (4.) Subject to the provisions contained in the regulations of the company, 
 no contribution required from any director or manager shall excei 'I 
 the amount (if any) which he is liable to contribute as an ordinary 
 member, unless the Court deems it necessary to require such con- 
 tribution in order to satisfy the debts and liabilities of the company, 
 and the costs, charges, and expenses of the winding-up. 
 
 6. In the event of the winding-up of any limited company, the Court, if it 
 think fit, may make to any director or manager of such company whose 
 liability is unlimited the same allowance by way of set-off as under the one 
 hundred and first sectiou of the principal Act it may make to a contributory 
 where the company is not limited. 
 
 Company 
 may have 
 directors 
 with 
 
 unlimited 
 liability. 
 Liability of 
 director, past 
 and present, 
 where 
 liability ]s 
 unlimited. 
 
 >r with 
 unlimited 
 
 liability may 
 
 - t-off 
 as under 
 s. 101 of 25 h 
 
 •20 Vict. c. 89.
 
 656 
 
 Companies Act, 1867. 
 
 Noticp to be 
 given to di- 
 rector on his 
 election that 
 his liability 
 will be un- 
 limited. 
 
 Existing 
 
 limited 
 company 
 may, by spe- 
 cial resolu- 
 tion, make 
 liability of 
 directors 
 unlimited. 
 
 Power to 
 company 
 to reduce 
 capital. 
 
 Company to 
 add " and 
 reduced " to 
 its name for 
 a limited 
 period. 
 
 Company to 
 apply to the 
 Court for 
 an order 
 confirming 
 reduction. 
 
 Definition of 
 the Court. 
 
 Creditors 
 may object 
 to reduction, 
 and list of 
 objecting 
 creditors to 
 be settled by 
 the Court. 
 
 7. In any limited company in which, in pursuance of this Act, the liability 
 of a director or manager is unlimited, the directors or managers of the com- 
 pany (if any), and the member who proposes any person for election or appoint- 
 ment to such office, shall add to such proposal a statement that the liability 
 of the person holding such office will be unlimited, and the promoters, 
 directors, managers, and secretary (if any) of such company, or one of them, 
 shall, before such person accepts such office or acts therein, give him notice 
 in writing that his liability will be unlimited. 
 
 If any director, manager, or proposer, make default in adding such state- 
 ment, or if any promoter, director, manager, or secretary make default in 
 giving such notice, he shall be liable to a penalty not exceeding one hundred 
 pounds, and shall also be liable for any damage which the person so elected 
 or appointed may sustain from such default, but the liability of the person 
 elected or appointed shall not be affected by such default. 
 
 8. Any limited company under the principal Act, whether formed before 
 or after the commencement of this Act, may, by a special resolution if 
 authorized so to do by its regulations, as originally framed or as altered by 
 special resolution, from time to time modify the conditions contained in its 
 memorandum of association so far as to render unlimited the liability of its 
 directors or managers, or of the managing director ; and such special resolu- 
 tion shall be of the same validity as if it had been originally contained in 
 the memorandum of association, and a copy thereof shall be embodied in or 
 annexed to every copy of the memorandum of association which is issued after 
 the passing of the resolution, and any default in this respect shall be deemed 
 to be a default in complying with the provisions of the fifty-fourth section of 
 the principal Act, and shall be punished accordingly. 
 
 Reduction of Capital and Shares. 
 
 9. Any company limited by shares may, by special resolution, so far modify 
 the conditions contained in its memorandum of associatiou, if authorized so 
 to do by its regulations as originally framed or as altered by special resolu- 
 tion, as to reduce its capital; but no such resolution for reducing the capital 
 of any compauy shall come into operation until an order of the Court is regis- 
 tered by the registrar of joint stock companies, as is hereinafter mentioned. 
 
 10. The company shall, after the date of the passing of any special resolu- 
 tion for reducing its capital, add to its name, until such date as the Court may 
 fix, the words "and reduced " as the last words in its name, and those words 
 shall until such date be deemed to be part of the name of the company within 
 the meaning of the principal Act. 
 
 11. A company which has passed a special resolution for reducing its 
 capital may apply to the Court by petition for an order confirming the reduc- 
 tion, and on the hearing of the petition the Court, if satisfied that with 
 respect to every creditor of the company who under the provisions of this 
 Act is entitled to object to the reduction, either his consent to the reduc- 
 tion has been obtained, or his debt or claim has been discharged or has 
 determined, or has been secured as hereinafter provided, may make an order 
 confirming the reduction on such terms and subject to such conditions as it 
 deems fit. 
 
 12. The expression " The Court " shall in this Act mean the Court which 
 has jurisdiction to make an order for winding-up the petitioning company, 
 and the eighty-first and eighty-third sections of the principal Act shall be 
 construed as if the term " winding-up " in those sections included proceedings 
 under this Act, and the Court may in any proceedings under this Act make 
 such order as to costs as it deems fit. 
 
 13. Where a company proposes to reduce its capital, every creditor of the 
 company who at the date fixed by the Court is entitled to any debt or claim 
 which, if that date were the commencement of the winding-up of the com- 
 pany, would be admissible in proof against the company, shall be entitled to 
 object to the rjroposed reduction, and to be entered in the list of creditors who 
 are so entitled to object. 
 
 The Court shall settle a list of such creditors, and for that purpose shall 
 ascertain as far as possible, without requiring an application from any
 
 Companies Act, 1867. 
 
 657 
 
 creditor, the names of such creditors and the nature and amount of their 
 debts 'or claims, and may publish notices fixing a certain day or days within 
 which creditors of the company who are not entered on the list are to claim 
 to be so entered or to be excluded from the right of objecting to the proposed 
 reduction. 
 
 14. Where a creditor whose name is entered on the list of creditors and 
 whose debt or claim is not discharged or determined, does not consent to the 
 proposed reduction, the Court may (if it think fit) dispense with such con- 
 sent, on the company securing the payment of the debt or claim of such 
 creditor by setting apart and appropriating, in such manner as the Court 
 may direct, a sum of such amount as is hereinafter mentioned; (that is to 
 eay)— 
 
 (1.) If the full amount of the debt or claim of the creditor is admitted by 
 the company, or, though not admitted, is such as the company are 
 willing to set apart and appropriate, then the full amount of the 
 debt or claim shall be set apart and appropriated. 
 (2.) If the full amount of the debt or claim of the creditor is not admitted 
 by the company, and is not such as the company are willing to set 
 apart and appropriate, or if the amount is contingent or not ascer- 
 tained, then the Court may, if it think fit, inquire into and adjudicate 
 upon the validity of such debt or claim, and the amount for which 
 the company may be liable in respect thereof, in the same manner as 
 if the company were being wound up by the Court, and the amount 
 fixed by the Court on such inquiry and adjudication shall be set 
 apart and appropriated. 
 
 15. The registrar of joint stock companies, upon the production to him of 
 an order of the Court confirming the reduction of the capital of a company, 
 and the delivery to him of a copy of the order and of a minute (approved by 
 the Court) showing with respect to the capital of the company, as altered by 
 the order, the amount of such capital, the number of shares in which it is to 
 be divided, and the amount of each share, shall register the order and minute, 
 and on the registration the special resolution confirmed by the order so 
 registered shall take effect. 
 
 Notice of such registration shall be published iu such manner as the Court 
 may direct. 
 
 The registrar shall certify under his hand the registration of the order and 
 minute, and his certificate shall be conclusive evidence that all the requisi- 
 tions of this Act with respect to the reduction of capital have been com- 
 plied with, and that the capital of the company is such as is stated in the 
 minute. 
 
 16. The minute when registered shall be deemed to be substituted for the 
 corresponding part of the memorandum of association of the company, and 
 shall be of the same validity and subject to the same alterations as if it had 
 been originally contained in the memorandum of association ; and subject 
 as in this Act mentioned, no member of the company, whether past or 
 present, shall be liable in respect of any share to any call or contribution 
 exceeding iu amount the difference (if any) between the amount which 
 has been paid on such share and the amount of the share as fixed by the 
 minute. 
 
 17. If any creditor who is entitled in respect of any debt or claim to object 
 to the reduction of the capital of a company under this Act is, in consequence 
 of his ignorance of the proceedings taken with a view to such reduction, or of 
 their nature and effect with respect to his claim, not entered on the list of 
 creditors, and after such reduction the company is unable, within the meaning 
 of the eightieth section of the principal Act, to pay to the creditor the amount 
 of such debt or claim, every person who was a member of the company at the 
 date of the registration of the order and minute relating to the reduction of 
 the capital of the company shall be liable to contribute for the payment of 
 6uch debt or claim an amount not exceeding the amount which he would have 
 been liable to contribute if the company had coinmeuced to be wouud up on 
 the day prior to such registration ; and on the company being wound up the 
 Court, oa the application of such creditor, and on proof that he was ignorant 
 
 E.W. 2 D 
 
 c.mri may 
 with consent 
 
 ul' rrnlitur 
 on security 
 being given 
 for his debt. 
 
 Order and 
 minute to be 
 registered. 
 
 Minute to 
 form part of 
 
 iiK'iuuran- 
 iluin of 
 
 association. 
 
 Saving "f 
 
 riLrlit* ul' 
 creditors 
 \viiu are 
 ignorant of 
 proceedings.
 
 G58 
 
 Companies Act, 1867. 
 
 Copy of 
 
 registered 
 
 minute. 
 
 Tenalty on 
 concealment 
 of name of 
 creditor. 
 
 Power to 
 make rules 
 extended to 
 making rules 
 concerning 
 matters in 
 this Act. 
 
 Shares may 
 be divided 
 into shares 
 of smaller 
 amount. 
 
 Special reso- 
 lution to be 
 embodied in 
 memoran- 
 dum of 
 association. 
 
 Special pro- 
 visions as to 
 associations 
 formed for 
 purposes not 
 of gain. 
 
 of the proceedings taken with a view to the reduction, or of their nature and 
 effect with respect to his claim, may, if it think fit, settle a list of such con- 
 tributories accordingly, and make and enforce calls and orders on the con- 
 tributories settled on such list in the same manner iu all respects as if they 
 were ordinary contributories in a winding-up ; but the provisions of this 
 section shall not affect the rights of the contributories of the company among 
 themselves. 
 
 18. A minute when registered shall be embodied in every copy of the 
 memorandum of association issued after its registration ; and if any company 
 makes default in complying with the provisions of this section it shall incur 
 a penalty not exceeding one pound for each copy in respect of which such 
 default is made, and every director and manager of the company who shall 
 knowingly and wilfully authorize or permit such default shall incur the like 
 penalty. 
 
 19. If any director, manager, or officer of the company wilfully conceals 
 the name of any creditor of the company who is entitled to object to the 
 proposed reduction, or wilfully misrepresents the nature or amount of the 
 debt or claim of any creditor of the company, or if any director or manager 
 of the company aids or abets in or is privy to any such concealment or mis- 
 representation as aforessid, every such director, manager, or officer shall be 
 guilty of a misdemeanor. 
 
 20. The powers of making rules concerning winding-up conferred by the 
 One hundred and seventieth, one hundred and seventy-first, one huudred and 
 seventy-second, and one hundred and seventy-third sections of the principal 
 Act shall respectively extend to making rules concerning matters in which 
 jurisdiction is by this Act given to the Court which has the power of making 
 an order to wind up a company, and until such rules are made the practice of 
 the Court iu matters of the same nature shall, so far as the same is applicable, 
 be followed. 
 
 [The words in italics were repealed by the Statute Law Revision Act, 1881.] 
 
 Subdivision of Shares. 
 
 21. Any company limited by shares may by special resolution so far 
 modify the conditions contained iu its memorandum of association, if 
 authorized so to do by its regulations as originally framed, or as altered by 
 special resolution, as by subdivision of its existing shares or any of them, to 
 divide its capital, or any part thereof, into shares of smaller amount than is 
 fixed by its memorandum of association. 
 
 Provided, that in the subdivision of the existing shares the proportion 
 between the amount which is paid and the amount (if any) which is unpaid 
 on each share of reduced amount shall be the same as it was in the case of 
 the existing share or shares from which the share of reduced amount is 
 derived. 
 
 22. The statement of the number and amount of the shares iuto which the 
 capital of the company is divided, contained in every copy of the memorandum 
 of association issued after the passiug of any such special resolution, shall be 
 in accordance with such resolution ; and any company which makes default 
 in complying with the provisions of this section shall incur a penalty not 
 exceeding one pound for each copy in respect of whicli such default is made, 
 and every director and manager of the company who knowingly or wilfully 
 authorizes or permits such default shall incur the like penalty. 
 
 Associations not for Profit. 
 
 23. AVhere any association is about to be formed under the principal Act 
 as a limited company, if it proves to the Board of Trade that it is formed for 
 the purpose of promoting commerce, art, science, religion, charity, or any 
 other useful object, and that it is the intention of such association to apply 
 the profits, if any, or other income of the association in promoting its objects, 
 and to prohibit the payment of any dividend to the members of the association, 
 the Board of Trade may, by licence under the hand of one of the secretaries 
 or assistant secretaries, direct such association to be registered with limited 
 liability, without the addition of the word limited to its name, and such
 
 Companies Act, 1867. 
 
 659 
 
 association may be registered accordingly, and upon registration shall enjoy 
 all the privileges and be subject to the obligations by this Act imposed on 
 limited companies, with the exceptions that none of the provisions of this 
 Act that require a limited company to use the word limited as any part of its 
 name, or to publish its name, or to send a list of its members, directors, 
 or managers to the registrar, shall apply to an association so registered. 
 
 The licence by the Board of Trade may be granted upon such conditions 
 and subject to such regulations as the board think fit to impose, aud such 
 conditions and regulations shall be binding on the association, and may, at 
 the option of the said board, be inserted in the memorandum and articles of 
 association, or in both or one of such documents. 
 
 Calls upon Shares. 
 
 24. Nothing contained in the principal Act shall be deemed to prevent 
 any company under that Act, if authorized by its regulations as originally 
 framed or as altered by special resolution, from doing any one or more of the 
 following things ; namely, — 
 
 (1.) Making arrangements on the issue of shares for a difference between 
 the holders of such shares in the amount of calls to be paid, and in 
 the time of payment of such calls : 
 
 (2.) Accepting from any member of the company who assents thereto the 
 whole or part of the amount remaining unpaid on any share or 
 shares held by him, either in discharge of the amount of a call 
 payable in respect of any other share or shares held by him or with- 
 out any call having been made : 
 
 (3.) Paying dividend in proportion to the amount paid up on each share 
 in cases where a larger amount is paid up on some shares than on 
 others. 
 
 25. Every share in any company shall be deemed and taken to have been 
 issued and to be held subject to the payment of the whole amount thereof in 
 cash, unless the same shall have been otherwise determined by a contract 
 duly made in writing, and filed with the registrar of joint stock companies 
 at or before the issue of such shares. 
 
 Transfer of Shares. 
 
 26. A company shall, on the application of the transferor of any share or 
 interest in the company, enter in its register of members the name of the 
 transferee of such share or interest, in the same manner and Bubjecl to 
 the same conditions as if the application for such eutry were made by 
 the transferee. 
 
 Share Warrants to Bearer. 
 
 27. In the case of a company limited by shares, the company, if authorized 
 so to do by its regulations as originally framed, or as altered by special 
 resolution, and subject to the provisions of such regulations, may, with 
 respect to any share which is fully paid up, or with respect to stock, issue 
 under their common seal a warrant stating that the bearer of the warrant is 
 entitled to the share or shares or stock therein specified, and may provide, by 
 coupons or otherwise, for the payment of the future dividends on the Bhare 
 or shares or stock included in such warrant, hereinafter referred to as a share 
 warrant. 
 
 28. A share warrant shall entitle the bearer of such warrant t<> the shares 
 or stock specified in it, and such shares or stock may be transferred by the 
 delivery of the share warrant. 
 
 29. The bearer of a share warrant shall, subject to the regulations of the 
 company, be entitled, on surrendering such warrant fur cancellation, to have 
 his name entered as a member in the register of members and the company 
 shall be responsible for any loss incurred by any person by reason of the 
 company entering in its registerof members the name of any bearer of a share 
 warrant in respect of the shares or stock specified therein without the Bhare 
 warrant being surrendered and cancelled. 
 
 30. The bearer of a share warrant may, if the regulations of the company 
 
 Company 
 may havo 
 some shares 
 fully paid 
 and others 
 not. 
 
 Manner in 
 which shares 
 are to be 
 issued and 
 held. 
 
 Transfer 
 may be 
 I red at 
 
 request of 
 transferor. 
 
 Warrant of 
 limited 
 shares fully 
 paid up may 
 be issued In 
 name of 
 bearer. 
 
 Effect of 
 share 
 
 warrant. 
 
 Re-registra- 
 tion of 
 bearer of 
 
 a share 
 warrant in 
 the register. 
 
 Regulations
 
 6G0 
 
 Companies Act, 186' 
 
 of the com- 
 pany may 
 make the 
 bearer of 
 a share 
 warrant a 
 member. 
 
 Entries in 
 register 
 where share 
 warrant 
 issued. 
 
 Particulars 
 to be con- 
 tained in 
 annual 
 summary. 
 
 Stamps on 
 
 share 
 
 warrants. 
 
 Contracts, 
 how made. 
 
 Prospectus, 
 &c, to spe- 
 cify dates 
 
 so provide, be deemed to be a member of the company within the meaning of 
 the principal Act, either to the full extent or tor such purposes as may be 
 prescribed by the regulations: 
 
 Provided that the bearer of a share warrant shall not be qualified in respect 
 of the shares or stock specified in such warrant for being a director or manager 
 of the company in cases where such a qualification is prescribed by the regu- 
 lations of the company. 
 
 31. On the issue of a share warrant in respect of any share or stock, the 
 company shall strike out of its register of members the name of the member 
 then entered therein as holding such share or stock as if he had ceased to be 
 a member, and shall enter in the register the following particulars : 
 
 (1.) The fact of the issue of the warrant : — 
 
 (2.) A statement of the shares or stock included in the warrant, distin- 
 guishing each share by its number : 
 
 (3.) The date of the issue of the warrant : 
 And until the warrant is surrendered the above particulars shall be deemed 
 to be the particulars which are required by the twenty-fifth section of the 
 principal Act to be entered in the register of members of a company ; and on 
 the surrender of a warrant the date of such surrender shall be entered as if 
 it were the date at which a person ceased to be a member. 
 
 32. After the issue by the company of a share warrant the annual summary 
 required by the twenty-sixth section of the principal Act shall contain the 
 following particulars — the total amount of shares or stock for which share 
 warrants are outstanding at the date of the summary, and the total amount 
 of share warrants which have been issued and surrendered respectively since 
 the last summary was made, and the number of shares or amount of stock 
 comprised in each warrant. 
 
 33. There shall be charged on every share warrant a stamp duty of an 
 amount equal to three times the amount of the ad valorem stamp duty which 
 would be chargeable on a deed transferring the share or shares or stock 
 specified in the warrant, if the consideration for the transfer were the nominal 
 value of such share or shares or stock. 
 
 [34. Penalties on persons committing forgery.] 
 
 [35. Penalties on persons falsely personating owner of shares.] 
 
 [36. Penalties on persons engraving plates, etc.] 
 
 Contracts. 
 
 37. Contracts on behalf of any company under the principal Act may be 
 made as follows; (that is to say,) 
 
 (1.) Any contract which if made between private persons would be by law 
 required to be in writing, and if made according to English law to 
 be under seal, may be made on hehalf of the company in writing 
 under the common seal of the company, and such contract may be 
 in the same manner varied or discharged : 
 
 (2.) Any contract which if made between private persons would be by law 
 required to be in writing, and signed by the parties to be charged 
 therewith, may be made on behalf of the company in writing signed 
 by any person acting under the express or implied authority of the 
 company, and such contract may in the same manuer be varied or 
 discharged : 
 
 (3.) Any contract which if made between private persons would by law be 
 valid although made by parol only, and not reduced into writing, 
 may be made by parol on behalf of the company by any person 
 acting under the express or implied authority of the company, and 
 such contract may in the same way be varied or discharged : 
 
 And all contracts made according to the provisions herein contained shall 
 be effectual in law, and shall be binding upon the company, and their suc- 
 cessors and all other parties thereto, their heirs, executors, or administrators, 
 as the case may be. 
 
 38. Every prospectus of a company, and every notice inviting persons to 
 subscribe for shares in any joint stock company, shall specify the dates and 
 the names of tho parties to any contraot entered into by the company, or the
 
 Joint Stock Companies Arrangement Act, 1870. GG1 
 
 promoters, directors, or trustees thereof, before the issue of such prosp In 
 or notice, whether subject to adoption by the directors or the company, or 
 otherwise; and auy prospectus or notice not specifying the same shall be 
 deemed fraudulent on the part of the promoters, directors, ami officers of the 
 company knowingly issuing the same, as regards any person taking shares in 
 the company on the faith of such prospectus, unless he shall have had notice 
 of such contract. 
 
 Heelings. 
 
 39. Every company formed under the principal Act after the commence- 
 ment of this Act shall hold a general meeting within four months after its 
 memorandum of association is registered; and if such meeting is qoI held 
 the company shall be liable to a penalty not exceeding five pounds a day for 
 every day after the expiration of such four months until the meeting is held ; 
 and every director or manager of the company, and every subscriber of tin- 
 memorandum of association, who knowingly authorizes or permits such de- 
 fault, shall be liable to the same penalty. 
 
 Winding-up. 
 
 40. No contributory of a company under the principal Act shall be capable 
 of presenting a petition for winding-up such company unless the members of 
 the company are reduced in number to less than seven, or unless the shares 
 in respect of which he is a contributory, or some of them, either were origi- 
 nally allotted to him or have been held by him, and registered in his name, 
 for a period of at least six months during the eighteen months previously to 
 the commencement of the winding-up, or have devolved upon him through 
 the death of a former holder ; 
 
 Provided that where a share has during the whole or any part of the six 
 months been held by or registered in the name of the wife of a contributory 
 either before or after her marriage, or by or in the name of any trustee or 
 trustees for such wife or for the contributory, such share shall for the pur- 
 poses of this section be deemed to have been held by and registered in the 
 name of the contributory. 
 
 [41-46. These sections are now repealed by 53 & 51 Vict. c. G3, s. 33.] 
 
 Saving. 
 
 47. Nothing in this Act contained shall exempt any company from the 
 second or third provisions of the one hundred and ninety-sixth section of the 
 principal Act, restraining the alteration of any provision in any Act of Par- 
 liament or charter. 
 
 ami names of 
 parties to 
 
 any contract 
 
 made prior 
 
 to i^ue of 
 neb pro- 
 spectus, ic. 
 
 Company to 
 hold inciting 
 within lour 
 monthi alter 
 registration. 
 
 Contributory 
 when not 
 qualified to 
 present 
 winding-up 
 petition. 
 
 Not to 
 exempt eom- 
 
 iruin 
 
 provta 
 
 8. 196 
 
 •JO Vict. c. 89. 
 
 THE JOINT STOCK COMPANIES ARRANGEMENT 
 
 ACT, 1870. 
 
 33 & 34 Vict. c. 104. 
 
 2. Where any compromise or arrangement shall be proposed between a 
 company which is, at the time of the passing of this Act or afti rwards, in the 
 course of being wound up, either voluntarily or by or under the - 
 of the Court, under the Companies Acts, 1862 and 1867, or either of them, 
 and the creditors of such company, or any class of such creditors, it Bhall be 
 lawful for the Court, in addition to any other ofits powers, on the application 
 
 in a summary way of any creditor or the liquidator, i -der thai a mi i 
 
 of such creditors or class of creditors shall be Bummom d in Buch manner as 
 the Court shall direct, and if a majority in number representing I 
 fourths in value of such creditors or class of creditors present either in person 
 or by proxy at such meeting shall agree to any arrangement or compromise, 
 such arrangement or compromise shall, if sanctioned by an order of the 
 
 Where com- 
 promlae 
 
 Chancery 
 may order a 
 meet li 
 credit 
 
 \. ., i 
 
 as to stu h 
 
 compromise.
 
 G62 
 
 Companies Act, 1877. 
 
 Interpreta- 
 tion. 
 
 Act and 
 Companies 
 Act to be 
 read 
 together. 
 
 Court, be binding on all such creditors or class of creditors, as the case may 
 be, and also on the liquidator and contributories of the said company. 
 
 3. The word "company" in this Act shall mean any company liable to be 
 wound up under" The Companies Act, 1862." 
 
 4. This Act shall be read and construed as part of " The Companies Act, 
 1862." 
 
 Construction 
 of "Capital" 
 and powers 
 to reduce 
 capital con- 
 tained in 30 
 & 31 Vict. 
 c. 131. 
 
 Application 
 of provisions 
 of 30 & 31 
 Vict. c. 131. 
 
 30 & 31 Vict, 
 c. 131. 
 
 Power to re- 
 duce capital 
 by the 
 cancellation 
 of unissued 
 shares. 
 
 Keception 
 of certified 
 copies of 
 documents 
 as legal 
 evidence. 
 
 THE COMPANIES ACT, 1877. 
 40 & 41 Vict. c. 26. 
 
 [1. Short title.] 
 
 [2. Construction of Acts. 25 & 26 Vict. c. 89; 30 & 31 Vict. c. 131.] 
 
 3. The word " Capital" as used in the Companies Act, 1867, shall include 
 paid-up capital : and the power to reduce capital conferred by that Act shall 
 include a power to cancel any lost capital, or any capital unrepresented by 
 available assets, or to pay off any capital which may be in excess of the wants 
 of the company ; and paid-up capital may be reduced either with or without 
 extinguishing or reducing the liability (if any) remaining on the shares of the 
 company, and to the extent to which such liability is not extinguished or re- 
 duced it shall be deemed to be preserved, notwithstanding anything con- 
 tained in the Companies Act, 1867. 
 
 4. The provisions of the Companies Act, 1867, as amended by this Act, 
 shall apply to any company reducing its capital in pursuance of this Act and 
 of the Companies Act, 1867, as amended by this Act : 
 
 Provided that where the reduction of the capital of a company does not 
 involve either the diminution of any liability in respect of unpaid capital or 
 the payment to any shareholder of any paid-up capital — 
 
 (1.) The creditors of the company shall not, unless the Court otherwise 
 direct, be entitled to object or required to consent to the reduction ; 
 and 
 (2.) It shall not be necessary before the presentation of the petition for 
 confirming the reduction to add, and the Court may, if it thinks it 
 expedient so to do, dispense altogether with the addition of the words 
 "and reduced," as mentioned in the Companies Act, 1867. 
 In any case that the Court thinks fit so to do, it may require the company 
 to publish in such manner as it thinks fit the reasons for the reduction of 
 its capital or such other information in regard to the reduction of its capital 
 as the Court may think expedient with a view to give proper information to 
 the public in relation to the reduction of its capital by a company, and, if the 
 Court thinks fit, the causes which led to such reduction. 
 
 The minute required to be registered in the case of reduction of capital 
 shall show, in addition to the other particulars required by law, the amount 
 (if any) at the date of the registration of the minute proposed to be deemed 
 to have been paid up on each share. 
 
 5. Any company limited by shares may so far modify the conditions con- 
 tained in its memorandum of association, if authorized so to do by its regula- 
 tions as originally framed or as altered by special resolution, as to reduce its 
 capital by cancelling any shares which, at the date of the passing of such 
 resolution, have not been taken or agreed to be taken by any person : and the 
 provisions of " The Companies Act, 1867," shall not apply to any reduction 
 of capital made in pursuance of this section. 
 
 6. And whereas it is expedient to make provision for the reception as legal 
 evidence of certificates of incorporation other than the original certificates, 
 and of certified copies of or extracts from any documents filed and registered 
 under the Companies Acts, 1862 to 1877 : Be it enacted, that any certificate 
 of the incorporation of any company given by the registrar or by any assistant 
 registrar for the time being shall be received in evidence as if it were the 
 original certificate ; and any copy of or extract from any of the documents 
 or part of the documents kept and registered at any of the offices for the
 
 Companies Act, 1870. 
 
 GG3 
 
 registration of joint stock companies in England, Scotland, or Ireland, if duly 
 certified to be a true copy under the hand of the registrar or one of the 
 assistant registrars for the time being, and whom it shall not be necessary to 
 prove to be the registrar or assistant registrar, shall, in all legal proceedings, 
 civil or criminal, and in all cases whatsoever, be received in evidence as of 
 equal validity with the original document. 
 
 THE COMPANIES ACT, 1879. 
 
 42 & 43 Vict. c. 76. 
 
 [1. Short title.] 
 
 2. This Act shall not apply to the Bank of England. 
 
 [3. Act to be construed with 25 & 26 Vict. c. 89, 30 & 31 Vict. c. 131, and 
 40 & 41 Vict. c. 26.] 
 
 4. Subject as in this Act mentioned, any company registered before or after 
 the passing of this Act as an unlimited company may register under the 
 Companies Act, 1862 to 1879, as a limited company, or any company already 
 registered as a limited company may re-register under the provisions of this 
 Act. 
 
 The registration of an unlimited company as a limited company in pursuance 
 of this Act shall not affect or prejudice any debts, liabilities, obligations, or 
 contracts incurred or entered into by, to, with, or on behalf of such company 
 prior to registration, and such debts, liabilities., contracts, and obligations 
 may be enforced in manner provided by Part VII. of the Companies Act, 1862, 
 in the case of a company registering in pursuance of that part. 
 
 5. An unlimited company may, by the resolution passed by the members 
 when assenting to registration as a limited company under the Companies 
 Acts, 1862 to 1879, and for the purpose of such registration or otherwise, 
 increase the nominal amount of its capital by increasing the nominal amount 
 of each of its shares. 
 
 Provided always, that no part of such increased capital shall be capable of 
 being called up, except in the event of and for the purposes of the company 
 being wound up. 
 
 And, in cases where no such increase of nominal capital may be resolved 
 upon, an unlimited company may, by such resolution as aforesaid, provide 
 that a portion of its uncalled capital shall not be capable of being called up, 
 except in the event of and for the purposes of the company being wound up. 
 
 A limited company may by a special resolution declare that any portion of 
 its capital which has not been already called up shall not he capable of being 
 called up, except in the event of and for the purpose of the company being 
 wound up ; and thereupon such portion of capital shall not he capable of 
 being called up, except in the event of and for the purposes of the company 
 being wound up. 
 
 6. Section one hundred and eighty-two of the Companies Act, 1862, is 
 hereby repealed, and in place thereof it is enacted as follows : — A bank of 
 issue registered as a limited company, either before or after the passing ol 
 this Act, shall not be entitled to limited liability in respect of its notes ; and 
 the members thereof shall continue liable in respect of its notes in the same 
 manner as if it had been registered as an unlimited company; but in rase 
 the general assets of the company are, in the event of the company being 
 ■wound up, insufficient to satisfy the claims of both the note-holders and the 
 general creditors, then the members, after satisfying the remaining demands 
 of the note-holders, shall be liable to contribute towards payment ol the debts 
 of the general creditors a sum equal to the amount received by the note- 
 holders out of the general assets of the company. 
 
 For the purposes of this section the expression "the general assets of the 
 company " means the funds available for payment of the general creditor as 
 well as the note-holder. 
 
 It shall be lawful for any bank of issue registered as a limited company 
 
 Act not to 
 
 ;i)i]ilv to 
 
 Bank ol 
 
 England. 
 
 Registration 
 anew of 
 company. 
 
 Reserve 
 capital of 
 company, 
 how pro- 
 vided. 
 
 2G ft -J6 Viet. 
 • 182, 
 
 repealed, and 
 lial'ility ol 
 
 bank of Issue 
 
 unlimited in 
 respect of 
 notes.
 
 6G4 
 
 Companies Act, 1879. 
 
 Audit of 
 accounts of 
 banking 
 companies. 
 
 Signature 
 of balance 
 sheet. 
 
 Application 
 of 25 &26 
 Vict. c. 89. 
 30 & 31 Vict. 
 c. 131, and 
 40 & 41 Vict, 
 C. 26. 
 
 25 & 26 Vict. 
 
 c. 89. 
 
 30 & 31 Vict. 
 
 c. 131. 
 
 40 & 41 Vict. 
 
 c. 26, and 
 
 42 & 43 Vict. 
 
 c. 76. 
 
 Privileges 
 of Act 
 available 
 notwith- 
 standing 
 constitution 
 of company. 
 
 to make a statement on its notes to the effect that the limited liability does 
 not extend to its notes, and that the members of the company continue liable 
 in respect of its notes in the same manner as if it had been registered as aa 
 unlimited company. 
 
 7. (1.) Once at the least in every year the accounts of every banking com- 
 pany registered after the passing of this Act as a limited company shall be 
 examined by an auditor or auditors, who shall be elected annually by the 
 company in general meeting. 
 
 (2.) A director or officer of the company shall not be capable of being 
 elected auditor of such company. 
 
 (3.) An auditor on quitting office shall be re-eligihle. 
 
 (4.) If any casual vacancy occurs in the office of any auditor the surviving 
 auditor or auditors (if any) may act, but if there is no surviving auditor the 
 directors shall forthwith call an extraordinary general meeting for the purpose 
 of supplying the vacancy or vacancies in the auditorship. 
 
 (5.) Every auditor shall have a list delivered to him of all books kept by 
 the company, and shall at all reasonable times have access to the books and 
 accounts of the company ; and any auditor may, in relation to such books and 
 accounts, examine the directors or any other officer of the company ; provided 
 that, if a banking company has branch banks beyond the limits of Europe, it 
 shall be sufficient if the auditor is allowed access to such copies of and 
 extracts from the books and accounts of any such branch as may have been 
 transmitted to the head office of the banking company in the United 
 Kingdom. 
 
 (6.) The auditor or auditors shall make a report to the members on the 
 accounts examined by him or tliem, and on every balance sheet laid before 
 the company in general meeting during his or their tenure of office, and in 
 every such report shall state whether, iu his or their opinion, the balance 
 sheet referred to iu the report is a full and fair balance sheet properly drawn 
 up, so as to exhibit a true and correct view of the state of the company's affairs, 
 as shown by the books of the company ; and such report shall be read before 
 the company in general meeting. 
 
 (7.) The remuneration of the auditor or auditors shall be fixed by the 
 general meeting appointing such auditor or auditors, and shall be paid by 
 the company. 
 
 8. Every balance sheet submitted to the annual or other meeting of the 
 members of every banking company registered after the passing of this Act as 
 a limited company shall be signed by the auditor or auditors, and by the 
 secretary or manager (if any), and by the directors of the company, or three 
 of such directors at the least. 
 
 9. On the registration, in pursuance of this Act, of a company which has 
 been already registered, the registrar shall make provision for closing the- 
 former registration of the company, and may dispense with the delivery to 
 him of copies of any documents with copies of which he was furnished on the 
 occasion of the original registration of the company ; but, save as aforesaid, 
 the registration of such a company shall take place in the same manner and 
 have the same effect as if it were the first registration of that company under 
 the Companies Acts, 1S62 to 1879, and as if the provisions of the Acts under 
 which the company was previously registered and regulated had been con- 
 tained in different Acts of Parliament from those under which the company 
 is registered as a limited company. 
 
 10. A company authorized to register under this Act may register there- 
 under and avail itself of the privileges conferred by this Act, notwithstanding 
 any provisions contained in any Act of Parliament, royal charter, deed of 
 settlement, contract of copartnery, cost-book regulations, letters patent, or 
 other instrument constituting or regulating the company.
 
 Companies Act, 1880. 
 
 6G5 
 
 THE COMPANIES ACT, 1880. 
 
 43 Vict. c. 19. 
 
 [1. Short title.] 
 
 [2. Construction of Acts. 25 & 26 Vict. c. 89, 30 & 31 Vict. c. 131, 40 & 
 41 Vict. c. 26, 42 & 43 Vict. c. 76.] 
 
 3. When any company has accumulated a sum of undivided profits, which 
 with the consent of the shareholders may be distributed anions the share- 
 holders in the form of a dividend or bonus, it shall be lawful for the company, 
 by special resolution, to return the same, or any part thereof, to the share- 
 holders, in reduction of the paid-up capital of the company, the unpaid capital 
 being thereby increased by a similar amount. The powers vested in the 
 directors of making calls upon the shareholders in respect of moneys unpaid 
 upon their shares shall extend to the amount of the unpaid capital as 
 augmented by such reduction. 
 
 4. No such special resolution as aforesaid shall take effect until a memo- 
 randum, showing the particulars required by law in the case of a reduction 
 of capital by order of the Court, shall have been produced to and registered 
 by the Kegistrar of Joint Stock Companies. 
 
 5. Upon any reduction of paid-up capital made in pursuance of this Act, 
 it shall be lawful for any shareholder, or for any one or more of several joint 
 shareholders, within one month after the passing of the special resolution fur 
 such reduction to require the company to retain, and the company shall 
 retain accordingly, the whole of the moneys actually paid upon the shares 
 held by such person, either alone or jointly with any other person or persons, 
 and which, in consequence of such reduction, would otherwise be returned to 
 him or them, and thereupon the shares in respect of which the said moneys 
 shall be so retained shall, in regard to the payment of dividends thereon, 
 be deemed to be paid up to the same extent only as the shares on which 
 payment as aforesaid has been accepted by the shareholders in reduction of 
 their paid-up capital, and the company shall invest and keep invested the 
 moneys so retained in such securities authorized for investment by trustees 
 as the company shall determine, and upon the money so invested, or upon so 
 much thereof as from time to time exceeds the amount of calls subsequently 
 made upon the shares in respect of which such moneys shall have been 
 retained, the company shall pay such interest as shall be received by them 
 from time to time on such securities, and the amount so retained and invested 
 shall be held to represent the future calls which may be made to replace the 
 capital so reduced on those shares, whether the amount obtained on sale of 
 the whole or such proportion thereof as represents the amount of any call 
 when made produces more or less than the amount of such call. 
 
 6. From and after such reduction of capital the company shall specify in 
 the annual lists of members, to be made by them in pursuance of the twenty- 
 sixth section of the Companies Act, 1862, the amounts which any of the 
 shareholders of the company shall have required the company to retain, and 
 the company shall have retained accordingly in pursuance of the tilth section 
 of this Act, and the company shall also specify in the statements of accoun.1 
 laid before any general meeting of the company the amount of the undivided 
 profits of the company which shall have been returned to the shareholders in 
 reduction of the paid-up capital of the company under this Act. 
 
 7.— (1.) Where the Registrar of Joint Stock Companies has reasonable 
 cause to believe that a company, whether registered before or after the 
 passing of this Act, is not carrying on business or in operation, be shall 
 send to the company by post a letter inquiring whether the company is 
 carrying on business or in operation. 
 
 (2.) If the registrar does not, within one month of sending the let ter, receive 
 any answer thereto, he shall, within fourteen days after the expiration oi the 
 month, send to the company by post a registered letter referring to the Brsl 
 letter, and stating that no answer thereto has been received by the registrar, 
 and that if an answer is not received to the second letter within one month 
 
 Accumu- 
 lated profits 
 may be 
 returned to 
 shareholders 
 in reduction 
 of paid-up 
 capital. 
 
 No resolu- 
 tion to take 
 effect till 
 
 Earticulars 
 ave been 
 registered. 
 
 Power to any 
 
 shareholder 
 within one 
 month after 
 passing of 
 resolution to 
 require com- 
 pany to re- 
 tain moneys 
 paid upon 
 shares held 
 by such 
 person. 
 
 Company to 
 
 amounts 
 w inch share- 
 holders have 
 required 
 them t" 
 retain under 
 
 i.i Bpeclfy 
 amount 
 profits 
 returned to 
 
 shareholder-. 
 25 \ 26 \ 
 c B9. 
 
 Power of 
 
 registrar to 
 strike nami a 
 inct 
 
 olt register.
 
 666 Companies (Colonial Registers) Act, 1883. 
 
 from the date thereof, a notice will be published in the Gazette with a view 
 to striking the name of the company off the register. 
 
 (3.) If the registrar either receives an answer from the company to the 
 effect that it is not carrying on business or iu operation, or does not within 
 one month after sending the second letter receive any answer thereto, the 
 registrar may publish in the Gazette and send to the company a notice that 
 at the expiration of three months from the date of that notice the name of 
 the company mentioned therein will, unless cause is shown to the contrary, 
 be struck off the register and the company will be dissolved. 
 
 (4.) At the expiration of the time mentioned in the notice the registrar 
 may, unless cause to the contrary is previously shown by such company, 
 strike the name of such company off the register, and shall publish notice 
 thereof in the Gazette, and on the publication in the Gazette of such last- 
 mentioned notice the company whose name is so struck oft' shall be dissolved: 
 Provided that the liability (if any) of every director, managing officer, and 
 member of the company shall continue and may be enforced as if the 
 company had not been dissolved. 
 
 (5.) If any company or member thereof feels aggrieved by the name of such 
 company having been struck off the register in pursuance of this section, the 
 company or member may apply to the superior Court in which the company 
 is liable to be wound up; and such Court, if satisfied that the company was 
 at the time of the striking off carrying on business or in operation, and that 
 it is just so to do, may order the name of the company to be restored to the 
 register, and thereupon the company shall be deemed to have continued in 
 existence as if the name thereof had never been struck off; and the Court 
 may by the order give such directions and make such provisions as seem just 
 for placing the company and all other persons in the same position as nearly 
 as may be as if the name of the company had never been struck off. 
 
 (6.) A letter or notice authorized or required for the purposes of this section 
 to be sent to a company may be sent by post addressed to the company at its 
 registered office, or, if no office has been registered, addressed to the care of 
 some director or officer of the company, or, if there be no director or officer of 
 the company whose name and address are known to the registrar, the letter 
 or notice (in identical form) may be sent to each of the persons who sub- 
 scribed the memorandum of association, addressed to him at the address 
 mentioned in that memorandum. 
 
 (7.) In the execution of his duties under this section the registrar shall 
 conform to any regulations which may be from time to time made by the 
 Board of Trade. 
 
 (8.) In this section the Gazette means, as respects companies whose regis- 
 tered office is in England, the London Gazette ; as respects companies whose 
 registered office is in Scotland, the Edinburgh Gazette; and, as respects 
 companies whose registered office is in Ireland, the Dublin Gazette. 
 
 THE COMPANIES ACT, 1883 (a). 
 
 THE COMPANIES (COLONIAL EEGISTEES) ACT, 1883. 
 
 4G & 47 Vict. c. 30. 
 
 [1. Short title and construction.] 
 
 Definitions. 2. In this Act the term "Company" means a company registered under the 
 
 Companies Act, 18G2, and having a capital divided into shares; the term 
 
 " Shares " includes stock ; the term " Colony " does not include any place 
 
 within the United Kingdom, the Isle of Man, or the Channel Islands, but 
 
 («) Repealed 03- ;")1 & 52 Vict. c. 02, post.
 
 Companies {Colonial Registers) Act, 1883. 007 
 
 includes such territories as may for the time being be vested in Bet Majesty 
 by virtue of an Act of Parliament for the government of India, and any 
 plantation, territory, or settlement situate elsewhere within Her Maji 
 dominions. 
 
 3. — (1.) Any company whose objects comprise the transaction of business P 
 in a colony may, if authorized so to do by its regulations as originally framed pJ>™P* n '*« 
 or as altered by special resolution, cause to bo kept in any colony in which it , . ,i,,m'i«'i 
 transacts business a branch register or registers of members resident in such registers, 
 colony. 
 
 (2.) The company shall give to the Eegistrar of Joint Stock Companies 
 notice of the situation of the office where any such branch register (in this 
 Act called a colonial register) is kept, and of any change therein, ami of 
 the discontinuance of any such office in the event of the same being dis- 
 continued. 
 
 (3.) A colonial register shall, as regards the particulars entered therein, 
 be deemed to be a part of the company's register of members, and shall be 
 primd facie evidence of all particulars entered therein. Any such register 
 shall be kept in the manner provided by the Companies Acts, 1862 to 1SS0, 
 with this qualification, that the advertisement mentioned in section thirty- 
 three of the Companies Act, 1862, shall be inserted in some newspaper 
 circulating in the district wherein the register to be closed is kept, and that 
 any competent Court in the colony where such register is kept shall be entitled 
 to exercise the same jurisdiction of rectifying the same as is by section thirty- 
 five of the Companies Act, 18G2, vested, as respects a register, in England 
 and Ireland in Her Majesty's Superior Courts of Law or Equity, and that 
 all offences under section thirty-two of the Companies Act, 1862, may, as 15 g, j y, t . 
 regards a colonial register, be prosecuted summarily before any tribunal in c. 89. 
 the colony where such register is kept having summary criminal jurisdiction. 
 (4.) The company shall transmit to its registered office a copy of every 
 entry in its colonial register or registers as soon as may bo after such entry 
 is made, and the company shall cause to be kept at its registered office, duly 
 entered up from time to time, a duplicate or duplicates of its colonial register 
 or registers. The provisions of section thirty-two of the Companies Act, 
 1862, shall apply to every such duplicate, and every such duplicate shall, for 
 all the purposes of the Companies Acts, 1862 to 1880, be deemed to be part 
 of the register of members of the company. 
 
 (5.) Subject to the provisions of this'Act with respect to the duplicate 
 register, the shares registered in a colonial register shall be distinguished 
 from the shares registered in the principal register, and no transaction with 
 respect to any shares registered in a colonial register shall, daring the con- 
 tinuance of the registration of such shares in such colonial register, be 
 registered in any other register. 
 
 (6.) The company may discontinue to keep any colonial register, and t] 
 upon all entries in that register shall be transferred to some other colonial 
 register kept by the company in the same colony,or to the register of members 
 kept at the registered office of the company. 
 
 (7.) In relation to stamp duties the following provisions shall have 1 ffeol : 
 (a.) An instrument of transfer of a share registered in a colonial register 
 under this Act shall be deemed to be a transfer of property .-hunt, d 
 out of the United Kingdom, and unless executed in any pari of tie- 
 United Kingdom shall be exempt from British stamp-duty. 
 (b.) Upon the death of a member registered in B colonial register under 
 this Act, the share or other interest of the d ceased member shall fat 
 the purposes of this Act, so far as relates to British duties, be 
 deemed to be part of his estate and effects situated in the 1 ttited 
 Kingdom for or in respect of which probate or letters of adminis- 
 tration is or are to be granted, or whereof an inventory is to be 
 exhibited and recorded in like manner as if he were registered m 
 the register of members kept at the registered office of the company. 
 (8.) Subject to the provisions of this Act. any company may, by its 
 regulations' as ori^inallv framed, or as altered by Bpecia] resolution, make 
 such provisions as it mav think fit respecting the keeping of colonial registers.
 
 CG8 Companies Act, 1886. 
 
 THE COMPANIES ACT, 1886. 
 
 49 Vict. c. 23 (a). 
 
 [1. Short title.] 
 
 [2. Construction of Acts. 25 & 20 Vict. c. 89, 30 & 31 Vict. c. 131, 40 & 
 41 Vict. c. 26, 42 & 43 Vict. c. 76, 43 Vict. c. 19, 46 & 47 Vict. c. 28, 33 & 34 
 Vict. c. 104.] 
 KITect of 3. In the winding-up, by or subject to the supervision of the Court, of any 
 
 diligence company under the Companies Acts, 1862 to 1886, whose registered office is 
 
 days of BI * u Scotland, whore the winding-up shall commence after the passing of this 
 
 winding-up Act, the following provisions shall have effect : — 
 
 by or subject (1.) Such winding-up shall, in the case of a wiudin^-up by the Court as at 
 to super- t } ie commencement thereof, and in the case of a winding-up subject 
 
 C ourt to the supervision of the Court as at the date of the presentation of 
 
 the petition, on which a supervision order is afterwards pronounced, 
 be equivalent to an arrestment in execution and decree of forth- 
 coming, and to an executed or completed poinding ; and no arrest- 
 ment or poinding of the funds or effects of the company, executed on 
 or after the sixtieth day prior to the commencement of the winding- 
 up by the Court, or to the presentation of the petition on which a 
 supervision order is made, as the case may be, shall be effectual ; 
 and such funds or effects, or the proceeds of such effects, if sold, 
 shall be made forthcoming to the liquidator: Provided that any 
 arrester or poinder, before the 'late of such winding-up, or of such 
 petition, as the case may be, who shall be thus deprived of the 
 benefit of his diligence, shall have preference out of such funds 
 or effects for the expense bond fide incurred by him in such 
 diligence. 
 (2.) Such winding-up shall, as at the respective dates aforesaid, be equi- 
 valent to a decree of adjudication of the heritable estates of the 
 company for payment of the whole debts of the compauy, principal 
 and interest, accumulated at the said dates respectively, subject 
 always to such preferable heritable rights and securities as existed 
 at the said dates and are valid and unchallengeable, and the right 
 to poind the ground hcreinatter provided. 
 (3.) The provisions of sections one hundred and twelve to one hundred and 
 seventeen inclusive, and also of section one hundred and twenty, of 
 the Bankruptcy (Scotland) Act, 1856, shall, so far as consistent 
 with the tenor of the recited Acts, apply to the realization of 
 heritable estates affected by such heritable rights and securities 
 19 & 20 Vict. as aforesaid ; and for the purposes of this Act the words "Sequestra- 
 
 c 79. tion" and " Trustee" occurring in said sections of the Bankruptcy 
 
 (Scotland) Act, 1856, shall mean respectively "liquidation" and 
 "liquidator;" and the expression "the Lord Ordinary or the 
 Court" shall mean "Court" as defined by this Act. 
 (4.) No poinding of the ground which has not been carried into execution 
 by sale of the effects sixty days before the respective dates aforesaid 
 shall, except to the extent hereinafter provided, be available in any 
 question with the liquidator : Provided that no creditor who holds 
 a security over the heritable estate preferable to the right of the 
 liquidator shall be prevented from executing a poinding of the 
 ground after the respective dates aforesaid, but such poinding shall 
 in competition with the liquidator be available only for the interest 
 on the debt for the current half-yearly term, and lor the arrears of 
 interest for one year immediately before the commencement of such 
 term. 
 Ranking of 4. In the winding-up of any company under the Companies Acts, 1862 to 
 
 claims. 1886, whose registered office is in Scotland, and where the winding-up shall 
 
 (a) This Act relates only to companies in Scotland.
 
 Companies Act, 188G. 
 
 GG9 
 
 Jurisdiction 
 of the Lord 
 Ordinary on 
 the Iiills in 
 
 commence after the passing of this Act, the general and special rules in 
 regard to voting and ranking for payment of dividends, provided by the 
 Bankruptcy (Scotland) Act, 1856, sections forty-nine to sixty-six inclusive, 
 or any other rules in regnrd thereto which may be in force for the time being 
 in the sequestration of the estates of bankrupts in Scotland, shall, so far as 
 consistent with the tenor of the said recited Acts, apply to creditors of such 
 companies voting in matters relating to the winding-up, and ranking for 
 payment of dividends and for this purpose sequestration shall bo taken to 
 mean liquidation, trustee to mean liquidator, and sheriff to mean the Court. 
 5. Wherever the expression " the Court of Session " occurs in the said 
 recited Acts, or the expression " the Court" occurring therein or in this Act 
 refers to the Court of Session in Scotland, it shall mean and include either 
 division thereof, or, in the event of a remit to a permanent Lord Ordinary, as vacation, 
 hereinafter provided, such Lord Ordinary, during session, and in time of 
 vacation the Lord Ordinary on the bills ; and, in regard to orders or judg- 
 ments pronounced by the said Lord Ordinary on the bills in vacation, the 
 following provisions shall have effect: — 
 
 (1.) No order or judgment pronounced by the said Lord Ordinary in 
 vacation, under or by virtue, in whole or in part, of the following 
 sections of the said recited Acts, shall be subject to review, reduc- 
 tion, suspension, or stay of execution, videlicet, of the Companies 
 Act, 1862, sections ninety-one, one hundred and seven, one hundred 
 and fifteen, one hundred and seventeen, and one hundred and 
 twenty-seven, and section one hundred and forty-nine so far as it 
 authorizes the Court to direct meetings of creditors or contributories 
 to be held, and that portion of section two of the Joint Stock Com- 
 panies Arrangement Act, 1870, which authorizes the Court to order 
 that a meeting of creditors or class of creditors shall be summoned ; 
 and also sections one hundred and twenty-two and one hundred and 
 twenty-three of the Companies Act, 1862, so far as they may affect 
 the sections above enumerated. 
 (2.) All other orders or judgments pronounced by the said Lord Ordinary 
 in vacation (except as after mentioned) shall be subject to review 
 only by reclaiming note, in common form, presented (notwithstand- 
 ing the terms of section one hundred and twenty-four of the Com- 
 panies Act, 1862) within fourteen days from the date of such order 
 or judgment : Provided always, that such orders or judgments pro- 
 nounced by the said Lord Ordinary in vacation, under or by virtue, 
 in whole or in part, of the following sections of the Companies Act, 
 1862, shall, from the dates of such orders or judgmeuts, and not- 
 withstanding any reclaiming note against the same, be carried out 
 and receive effect till such reclaiming note be disposed of by the 
 Court, videlicet, sections eighty-five, eighty-seven, eighty-nine, 
 ninety-three (except in regard to the removal or remuneration of 
 liquidators), ninety-five, ninety-six (except in regard to the power 
 to sell), one hundred, one hundred and eighteen, first part of one 
 hundred and forty-one, one hundred and forty-seven, one hundred 
 and fifty (except 'in regard to the removal of liquidators and the 
 filling up of vacancies caused by such removal), one hundred and 
 ninety-seven, one hundred and ninety-eight, and two hundred and 
 one ; and also sections one hundred and twenty-two ami one hundred 
 and 'twenty-three of the Companies Act, 1862, so far as they may 
 affect the sections above enumerated. 
 Provided that nothing in this section contained shall in any way affect the 
 provisions of section one hundred and twenty-one of the Companies Act 
 1862 in reference to decrees for payment of calls in the winding-up ot 
 companies, whether voluntarily or by or subject to the supervision ot the 
 
 °6 r When the Court makes a winding-up or a supervision order, or at any 
 time thereafter, it shall be lawful for the Court, in either division thereof if 
 it thinks fit, to direct all subsequent proceedings in the winding-up to be 
 taken before one of the permanent Lords Ordinary, and to remit the winding- 
 
 Winding-up 
 may be re- 
 mitted to 
 Lord Ordi- 
 
 narv.
 
 T»70 Preferential Payments Aet, 1888. 
 
 up to him accordingly; and thereupon such Lord Ordinary shall, fur the 
 purposes of the winding-up, be deemed to be " the Court," within the mean- 
 ing of tlic recited Acts and this Act, and shall have, fur the purposes of such 
 winding-up, all the jurisdiction and powers of the Court of Session : Pr 
 always, that all orders or judgments pronounced by such Lord Ordinary 
 shall be subject to review only by reclaiming note in common form, presented 
 (notwithstanding the terms of section one hundred and twenty-four of tho 
 Companies Act, L862) within fourteen days from the date of such order or 
 judgment. But, should a reclaiming note not I"- pn Bented and moved during 
 i, the provisions of section live of this Act shall apply to such orders 
 or judgments : Provided also, that the sai i Lord Ordinary may report to the 
 division of the Court any matter which may arise in the COUTO6 of the wind- 
 ing-up. This secti"ii and the immediately preceding section shall come into 
 force from the passing of this Ad, and shall include companies then in tho 
 course of being wound up. 
 
 PKEFEPENTIAL PAYMENTS IN BANKRUPTCY ACT, 
 
 1888. 
 
 51 & 52 Vict. c. 62. 
 
 Priority of *■ — 00 ^ n * ne distribution of the property of a bankrupt, and in the dis- 
 
 debts. tribution of the assets of any company being wound up under the Companies 
 
 Act, 1862, and the Acts amending the same, there shall be paid in priority to 
 all other debts — 
 
 (d.) All parochial or other local rates due from the bankrupt or the com- 
 pany at the date of the receiving order or, as the case may be, the 
 commencement of the winding-up, and having become due and 
 payable within twelve months next before that time, and all assessed 
 taxes, land tax, property or income tax assessed on the bankrupt 
 or the company up to the fifth day of April next before the date of 
 the receiving order, or, as the case may be, the commencement of 
 the winding-up, and not exceeding in the whole one year's assess- 
 ment ; 
 (6.) All wages or salary of any clerk or servant in respect of services 
 rendered to the bankrupt or the company during four months 
 before the date of the receiving order or, as the case may be, 
 the commencement of the winding-up, not exceeding fifty pounds ; 
 and 
 (c.) All wages of any labourer or workman not exceeding twenty-live 
 pouuds, whether payable for time or for piece work, in respect of 
 services rendered to the bankrupt or the company during two 
 months before the date of the receiving order or, as the case may be, 
 the commencement of the winding-up : Provided that, where any 
 labourer in husbandry has entered into a contract for the payment 
 of a portion of his wages in a lump sum at the end of the year of 
 hiring, he shall have priority in respect of the whole of such sum, 
 or a part thereof, as the Court may decide to be due under the 
 contract, proportionate to the time of service up to the date of 
 the receiving order or, as the case may be, the commencement of 
 the winding-up. 
 (2.) The foregoing debts shall rank equally between themselves and shall be 
 paid in full, unless the property of the bankrupt is, or the assets of the com- 
 pany are, insufficient to meet them, in which case they shall abate in equal 
 proportions between themselves. 
 
 (3.) Subject to the retention of such sums as may be necessary for the costs 
 of administration or otherwise, the foregoing debts shall be discharged forth- 
 with so far as the property of the debtor, or the assets of the company, as the 
 case may be, is or are sufficient to meet them.
 
 Memorandum of Association Act, 1890. 
 
 671 
 
 (4.) In the event of a landlord or other person distraining or having dis- 
 trained on any goods or effects of a bankrupt or a company being wound up 
 within three months next before the date of the receiving order or the winding- 
 up order respectively, the debts to which priority is given by this section shall 
 be a first charge on the goods or effects so distrained on, or the proceeds of 
 the sale thereof. 
 
 Provided, that in respect of any money paid under any such charge the 
 landlord or other person shall have the same rights of priority as the person 
 to whom such payment is made. 
 
 (5.) This section, so far as it relates to the property of a bankrupt, shall 
 have effect as part of section forty of the Bankruptcy Act, 1883. 
 
 (6.) This section shall apply, in the case of a deceased person who dies 
 insolvent, as if he were a bankrupt, and as if the date of his death were 
 substituted for the date of the receiving order. 
 
 2. — (1.) Nothing in this Act shall alter the effect of section five of the Act 
 twenty-eight and twenty-nine Victoria, chapter eighty-six, "To Amend the 
 Law of Partnership " (a), or shall prejudice the provisions of the Friendly 
 Societies Act, 1875, or shall affect the priority given to the payment of funeral 
 and testamentary expenses by section one hundred and twenty-five of the 
 Bankruptcy Act, 1883. 
 
 (2.) Nothing in this Act shall affect the provisions of the Stannaries Act, 
 1887. 
 
 3. This Act shall apply only in the case of receiving orders and orders for 
 the administration of the estates of deceased debtors according to the law of 
 bankruptcy made and windings-up commenced after the commencement of 
 this Act. 
 
 4. This Act shall not apply to Ireland. 
 
 5. This Act shall commence and come into operation from and immediately 
 after the last day of December one thousand eight hundred and eighty- 
 eight. 
 
 [S. 6 repeals, amongst other Acts, the Companies Act, 1883 (46 & 47 Vict. 
 c. 28), except as regards its application to Ireland, and now also repealed as 
 to Ireland by 52 & 53 Vict. c. 60, s. 8.] 
 
 7. This Act may be cited as the Preferential Payments in Bankruptcy Act, 
 1888. 
 
 Savings. 
 
 50 & 51 Vict, 
 c. 43. 
 
 Application 
 of Act. 
 
 Extent of 
 Act. 
 
 Commence- 
 ment of Act. 
 
 Repeal. 
 
 Short title. 
 
 THE COMPANIES (MEMORANDUM OF ASSOCIATION) 
 
 ACT, 1890. 
 
 53 & 54 Vict. c. 62. 
 
 l.__ (1.) Subject to the provisions of this Act, a company registered under 
 the Companies Acts, 1862 to 1886, may, by special resolution, alter the 
 provisions of its memorandum of association or deed of settlement with 
 respect to the objects of the company, so far as may be required for any of 
 the purposes hereinafter specified, or alter the form of its constitution by 
 substituting a memorandum and articles of association for a deed of settle- 
 ment, either with or without any such alteration as aforesaid with respect to 
 the objects of the company, but in no case shall any such alteration take 
 effect until confirmed on petitiou by the Court which has jurisdiction to 
 make an order for winding up the company. 
 
 (2.) Before confirming any such alteration the Court must be satisfied — 
 (a.) That sufficient notice has been given to every holder of debentures or 
 debenture stock of the company, and any persons or class of 
 
 (a) Repealed by 53 & 54 Vict. c. 39, s. 48. 
 
 Power for 
 company to 
 alter objects 
 or form of 
 constitution 
 subject to 
 confirmation 
 by Court.
 
 672 
 
 Memorandum of Association Act, 1890. 
 
 Registration 
 of order 
 together 
 with memo- 
 randum as 
 altered or 
 substituted 
 memo- 
 randum and 
 articles and 
 consequence 
 thereof. 
 
 Short title 
 and con- 
 struction. 
 
 persons whose interests will, in the opinion of the Cour. 
 affected by the alteration ; and 
 (b.) That, with respect to every credii ir who in the opinion of the Court is 
 entitle I to object, and who signifies bis objection in mannei directed 
 by the Court, either his consent to the alteration has been obtained 
 or his debt or claim has been discharged or has determined, or 
 has been Becnred to the satisfaction of the Court 
 Provided thai the Court may, in the case ol any person or olass of persons, 
 for special reasons, dispense with the notice required by this section. 
 
 (3.) An order confirming any Buch alteration may be made on such terms 
 and subject to such conditions as to the Court Beams lit, and the Court may 
 make such orders as I > costs as it deems proper. 
 
 (4.) The Courl shall, in exercising its discretion under this Act, have 
 regard t > the rig its and inter sta tubers of the company, or of any 
 
 class of these members, as well as to the rights and interests of the creditors, 
 and may, if it thinks lit, adjourn the proceedings in order thai an arrange- 
 in, tit may be made to the satisfaction of the Court for the purchase of the 
 interests of dissentient members; and the Court may give Buch directions 
 and make Buch orders as it may think expedient for the purpose of facili- 
 tating any such arrangement or carrying the same into effect : Provided 
 
 always, that it shall not he lawful to expend any part of the Capital of the 
 
 company in Bnj such purchase, 
 
 (5.) The Court may confirm, either wholly or in part, any such alteration 
 as aforesaid with r» speel to the objects of the company if it appears that the 
 alteration is required in order to i cable the company — 
 (a.) To carrj on its business more economically or more efficiently; or 
 (b.) To attain its main purpose by new or improved means; or 
 {,-.') To enlarge or ohange the local area of its operations ; or 
 (il.) To carry on Bome business or businesses which under existing circum- 
 stances may conveniently or advantageously be combined with 
 the business of the company ; or 
 (c.) To restrict or abandon any of the objects specified in the memoraudum 
 
 of association or deed of settlement. 
 2. — (1.) Where a company has altered the provisions of its memorandum 
 of association or deed ol settlement with re>pect to the objects of the company, 
 or has altered the form of its constitution by substituting a memorandum and 
 articles of assooiati >n for a deed of settlement, and such alteration has been 
 confirmed by the Court, an office copy of the order confirming such alteration, 
 together with a printed copy of the memoraudum of association or deed of 
 settlement so altered, or together with a printed copy of the substituted 
 memorandum and articles of association (as the ease may be), shall be 
 delivered by the company to the Registrar of Joint Stock Companies within 
 fifteen days from the date of the order, and the registrar shall register the 
 same, and shall certify under his hand the registration thereof, and his 
 certificate shall be conclusive evidence that all the requisitions of this Act 
 with respect to such alteration and the confirmation thereof have been 
 complied with, and thenceforth (but subject to the provisions of this Act) the 
 memorandum or deed of settlement so altered shall be the memorandum of 
 association or deed of settlement of the company, or, as the case may be, such 
 substituted memorandum and articles of association shall apply to the company 
 in the same manner as if the company were a company registered under 
 Part I. of the Companies Act, 1SG2, with such memoraudum and articles of 
 association, and the company's deed of settlement shall cease to apply to the 
 company. 
 
 (•2.) If a company makes default in delivering to the registrar any document 
 required by this Act to be delivered to him, the company shall be liable 
 to a penalty not exceeding ten pounds for every day during which it is in 
 default. 
 
 3. — (1.) This Act may be cited as the Compauies (.Memorandum of 
 Association) Act, 1S90. 
 
 (2.) This Act and the Companies Acts, 1S62 to 1886, shall be construed
 
 Directors' Liability Act, 1890. 
 
 673 
 
 as one Act, and may be cited collectively as the Companies Acts, 18G2 to 
 1890. 
 
 (3.) In this Act the expression "deed of settlement " includes any contract 
 of copartnery or other instrument constituting or regulating the" company 
 and not being an Act of Parliament, a royal charter, or letters patent. 
 
 THE COMPANIES (WINDING-UP) ACT, 1890. 
 [Ante, Part II.] 
 
 >taterneats 
 in pro- 
 spectus. 
 
 THE DIRECTORS' LIABILITY ACT, 1890. 
 
 1. This Act may be cited as the Directors' Liability Act, 1890. 
 
 2. This Act shall be construed as one with the Companies Acts, 1862 to Short title. 
 1890. Construc- 
 
 3. — (1.) Where after the passing of this Act a prospectus or notice invites tion. 
 persons to subscribe for shares in or debentures or debenture stock of a com- Liability for 
 pany, every person who is a director of the company at the time of the issue 
 of the prospectus or notice, and every person who having authorized such 
 naming of him is named in the prospectus or notice as a director of the com- 
 pany, or as having agreed to become a director of the company either 
 immediately or after an interval of time, and every promoter of the company, 
 and every person who has authorized the issue of the prospectus or notice, 
 shall be liable to pay compensation to all persons who shall subscribe for any 
 shares, debentures, or debenture stock on the faith of such prospectus or 
 notice for the loss or damage they may have sustained by reason of any 
 untrue statement in the prospectus or notice, or in any report or memorandum 
 appearing on the face thereof, or by reference incorporated therein or issued 
 therewith, unless it is proved — 
 
 («.) With respect to every such untrue statement not purporting to be made 
 on the authority of an expert, or of a public official document or 
 statement, that he had reasonable ground to believe, and did up to 
 the time of the allotment of the shares, debentures, or debenture 
 stock, as the case may be, believe, that the statement was true ; and 
 (o.) With respect to every such untrue statement purporting to be a state- 
 ment by or contained in what purports to be a copy of or extract 
 from a report or valuation of an engineer, valuer, accountant, or other 
 expert, that it fairly represented the statement made by such engineer, 
 valuer, accountant, or other expert, or was a correct and fair copy 
 of or extract from the report or valuation. Provided always, that 
 notwithstanding that such untrue statement fairly represented the 
 statement made by such engineer, valuer, accountant, or other 
 expert, or was a correct and fair copy of an extract from the report 
 or valuation, such director, person named, promoter, or other person, 
 who authorized the issue of the prospectus or notice as aforesaid, 
 shall bo liable to pay compensation as aforesaid if it be proved that 
 he had no reasonable ground to believe that the person making the 
 statement, report, or valuation was competent to make it ; and 
 (c.) With respect to every such untrue statement purporting to be a 
 statement made by an official person or contained in what purports 
 to be a copy of or extract from a public official document, that it 
 was a correct and fair representation of such statement or copy of 
 or extract from such document, 
 or unless it is proved that having consented to become a director of the com- 
 pany he withdrew his consent before the issue of the prospectus or notice, and 
 
 E.W. 
 
 2 x
 
 674 
 
 Companies (Winding-up) Act, 1893. 
 
 Indemnity 
 where name 
 of person 
 
 has been 
 improperly 
 inserted as a 
 director. 
 
 Contribution 
 from co- 
 directors, &c. 
 
 thai the prospectus or notice was issued without his authority or consent, or 
 thai the prospectus or notice was issued without his knowledge or consent, 
 and that on becoming aware of its issue he forthwith gave reasonable public 
 notice that it was so issued without his knowledge or consent, or thai afti r 
 the issue of such prospectus or notice and before allotment thereunder, he, on 
 becoming aware of any untrue statement t li- n in, withdrew hi.- consent 
 thereto, and caused reasonable public notice of such withdrawal, and of the 
 reason therefor, to be given. 
 
 (2.) A promoter in this section means a promoter who was a party to the 
 preparation of the prospectus or notice, or of the portion thereof containing 
 such untrue statement, but shall not include any person by reason of his 
 acting in a professional capacity for persons engaged in procuring the forma- 
 tion of the company. 
 
 (3.) "Where any company existing at the passing of this Act, which has 
 issued shares or debentures, shall be desirous of obtaining further capital 
 by subscriptions for shares or debentures, and for that purpose shall issue a 
 prospectus or notice, qo director of such company shall be liable in respect 
 of any statement thorein, unless he shall have authorized the issue of such 
 prospectus or notice, or have adopted or ratified the same. 
 
 (4.) In this section the word "expert" includes anj person whose profession 
 gives authority to a statement made by him. 
 
 4. Where any suoh prospectus or notice as aforesaid contains the name of 
 a person as a director of the company, or as having agreed to become a 
 director thereof, and such person has not consented to become a director, or 
 lias withdrawn his consent before the issue of such prospectus or notice, and 
 lias not authorized or consented to the issue thereof, the directors of the 
 company, except any without whose knowledge or consent the prospectus or 
 notice was issued, and any other person who authorized the issue of such 
 prospectus or notice shall be liable to indemnify the person named as a 
 director of the company, or as having agreed to become a director thereof as 
 aforesaid, against all damages, costs, charges, and expenses to which he may 
 be made liable by reason of his name having been inserted in the prospectus 
 or notice, or in defending himself against any action or legal proceedings 
 brought against him in respect thereof. 
 
 5. Every person who by reason of his being a director, or named as a 
 director or as having agreed to become a director, or of his having authorized 
 the issue of the prospectus or notice, has become liable to make any payment 
 uuder the provisions of this Act, shall be entitled to recover contribution, as 
 in cases of" contract, from any other person who, if sued separately, would 
 have been liable to make the same payment. 
 
 THE COMPANIES (WINDING-UP) ACT, 1893. 
 56 & 57 Vict. c. 58. 
 
 An Act to amend Section Ten of the Companies (Winding-up) Act, 1890. 
 
 [22nd Sept., 1893.] 
 Be it exacted by the Queen's most Excellent Majesty, by and with the 
 advice and consent of the Lords Spiritual and Temporal, and Commons, in 
 this present Parliament assembled, and by the authority of the same, as 
 Effect of follows : 
 
 order under 1. An order for payment of money made by the Court under section ten of 
 
 53 & 54 Vict, the Companies (Winding-up) Act, 1*890, shall be deemed to be a final judg- 
 46 &'47 Vict ment witlliu tlie meauin g °f paragraph (r/) of sub-section one of section four 
 c. 52. ' 0I> the Bankruptcy Act, 1883. 
 
 2. This Act may be cited as the Companies (Winding-up) Act, 1893. 
 Short title.
 
 Stannaries Act, 1869. 
 
 G75 
 
 THE STANNARIES ACT, 1869. 
 
 32 & 33 Vict. c. 19. 
 
 2. Ill this Act— 
 
 The term " the Stannaries " means the Stannaries of Devon and Cornwall : 
 The term " vice-warden" means the vice-warden of the Stannaries : 
 The term " the Court " means the Court of the vice-warden : 
 The term " the registrar " means the registrar of the Court : 
 The term " company " includes any persons or partnership body work- 
 ing a mine in the Stannaries : 
 The term "purser" means the purser for the time being of a company, 
 and if there is no purser, then the secretary for the time being, or if 
 there is no secretary, then the principal agent for the time being of a 
 company : 
 The term "cost-book" includes all books and papers relating to the busi- 
 ness of a mine, which are for the time being kept by a purser, or 
 which, according to the custom of the Stannaries, or the directions of 
 the company, ought to be kept by him. 
 
 3. This Act extends only to mines within the Stannaries, and subject to 
 the jurisdiction of the Court, or within the cognizance of the vice-warden ; 
 and nothing in this Act shall extend to companies registered under any of 
 the Joint Stock Companies Acts, except where such companies are expressly 
 mentioned or necessarily implied. 
 
 25. On a company being wound up in the Court of the vice-warden or any 
 other Court, a former shareholder, notwithstanding the provisions contained 
 in the Companies Act, 1862, Part VIII., section 200, shall not be liable to 
 contribute to the assets of the company if he has ceased to be a shareholder 
 for a period of two years or upwards before the mine had ceased to be worked 
 or before the date of the winding-up order. 
 
 26. On a company formed for or engaged in working a mine (including a 
 company registered under any of the Joint Stock Companies Acts) being 
 wound up in the Court of the vice-warden, or any other Court or otherwise, 
 the date of the windmg-up order having been not earlier than two months 
 after the passing of thiB Act, then and in every such case the amount (if any) 
 due at the date of the winding-up order to miners, artizans, and laboureis 
 employed, wholly or in part, in or about the mine, in respect of their wages 
 or other earnings in relation to the mine, not exceeding three months' wages 
 or earnings to each such person, shall be paid in priority to all other debts of 
 the company. 
 
 33. Where an order is made for the winding-up a company in Court, 
 whether the same be a registered or unregistered company, and no official 
 liquidator is appointed, the registrar shall have authority, with the sanction 
 of the vice-warden, to perform all the ordinary duties of an official liquidator, 
 and to exercise all the powers assigned by the Companies Act, 1S62, to such 
 liquidator, so far as such duties or powers are not incompatible with his 
 official duties as registrar. 
 
 Provided always, that the registrar shall not in such case be called upon to 
 give any such security as may be required of an official liquidator under 
 section ninety-two of the last-mentioned Act, unless the lord-warden of the 
 Stannaries or the vice-warden, by some general rule of the Court, shall other- 
 wise order ; nor shall he be entitled to any remuneration for the performance 
 of the said duties, other than the salary now received by or that may here- 
 after be assigned to him in his official character of registrar; nor shall it be 
 necessary for him to use the name or style of official liquidator, nor any other 
 style than that of registrar, unless it shall become necessary for him to take 
 out letters of administration to any deceased contributory; and in proving a 
 debt due from any contributory who shall have become a bankrupt within 
 the intent and meaning of section eighty-seven of the Companies Act, 1862, 
 a certificate of the debt signed by the registrar, with the seal of the Court 
 attached, shall be accepted in the Court of Bankruptcy as sufficient proof of 
 
 Interpreta- 
 tion of terms. 
 
 Extent and 
 application 
 of Act. 
 
 Limitation 
 of liability 
 of past 
 shareholders. 
 
 Wages of 
 
 miners, &c 
 
 Duties of 
 
 registrar in 
 liquidation 
 oi a c m- 
 pany.
 
 G76 
 
 Stannaries Act, 1887. 
 
 Attachment 
 of debt due 
 to a contri- 
 butory on 
 winding-up. 
 
 Fraudulent 
 transfers of 
 shares. 
 
 Hearing of 
 petition for 
 winding-up. 
 
 such debt as against the estate of the bankrupt, without requiring the oath 
 or affidavit of the registrar. 
 
 Provided also, that the registrar, in the performance of such duties and 
 exercise of such powers, shall not be liable to any penalty prescribed by the 
 said Companies Act, 1862, and imposed on official liquidators as such, or 
 become personally liable in respect of any act done or proceeding taken by 
 him by the order or authority or with the sauction of the viee-wardeu acting 
 in his judicial character. 
 
 34. In cases where several companies are in course of liquidation by or 
 under the superintendence of the Court, if it shall appear to the vice-warden 
 that a person who is a contributory of one o: the said companies is also a 
 creditor claiming a debt against one of the other companies, the vice-warden 
 may, in his discretion, and after due inquiry into the facts, direct that the 
 said debt, when allowed, shall be attached, and payment thereof to the 
 creditor suspended for a time certain, as a security for payment of all or any 
 calls that are or may in course of liquidation become due from him to the 
 company of which he is a contributory ; and the amount thereof shall be 
 applicable and applied to such payment in due course ; provided that no such 
 order of attachment shall prejudice any claim which the company so indebted 
 to him as creditor may have against him by way of set-off, counter-claim, or 
 otherwise, or any lawful claim of lien or specific charge on the said debt in 
 favour of any third person. 
 
 35. A transfer of shares made fur the purpose of getting rid of the further 
 liability of a shareholder, as such, lor a nominal or no consideration, or to a 
 person without any apparent pecuniary ability to pay the reasonable expenses 
 of working a mine, or to a person in the menial or domestic service of the 
 transferor shall be presumed to be a fraudulent transfer, and need not be 
 recognized by the company, or by the Court on the winding-up of the company, 
 whether the company be a registered or unregistered company. 
 
 38. The provision of section eighty-three of the Companies Act, 1862, con- 
 tained, in second paragraph thereof, shall be amended and read as follows: 
 namely, that the vice- warden may direct that petitions to wind up a company 
 shall be heard by him at such time or place as he may think fit within the 
 Stannaries, or within or near to the place where the registered or other chief 
 office of the compauy is situate, or if such office be distant one hundred and 
 fifty miles or more from Truro (measured by the public railways), then in 
 Loudon or Westminster ; or with the consent of the party or parties petition- 
 ing, and of the company, represented by its secretary, purser, or other proper 
 officer, the hearing may be in any part of England ; and all orders made by 
 the vice-warden on such hearing in any of the above cases shall be as valid 
 and effectual as if they had been made at Truro. 
 
 THE STANXAKIES ACT, 1887. 
 50 & 51 Yict. c. 43. 
 
 Short Title. 
 
 Interpreta- 
 tion. 
 
 25 &J26 Vict. 
 
 Preliminary. 
 
 1. This Act may be cited as the Stannaries Act, 1887. 
 
 2. In this Act— 
 
 The term " the Stannaries " means the Stannaries of Cornwall and Devon : 
 The term " vice-warden " means the vice-warden of the Stannaries for the 
 
 time being : 
 " Court " means the vice-warden's Court : 
 
 The " registrar " means the registrar for the time being of the Court : 
 The term " company " means any persons or partnership body, joint stock 
 company, company constituted under the Companies Act, 1862, or any 
 statutory modification thereof, and whether corporate or unincorporate, 
 and whether limited or unlimited, engaged in or formed for working 
 mines within the Stannaries :
 
 Stannaries Act, 1887. G77 
 
 The term " purser " means the purser for the time being of a company, or 
 if there is no purser, then the secretary for the time being, or if there 
 is no secretary, then the principal agent or manager for the time being 
 of a company : 
 
 The term " cost-book " includes all books and papers relating to the business 
 of a mine which are for the time being kept by a purser, or which, 
 according to law or the custom of the Stannaries, ought to be kept 
 by him : 
 
 The term '• lessors " means the lessor or grantor of any lease, or grant of 
 any mine, or licence to exercise mining rights and powers, and includes 
 every person entitled under any sucli lease, grant, or licence, or any 
 other instrument whatever, to receive the rents or dues payable in 
 respect of any mine : 
 
 The term "mortgagees" includes nil holders of mortgage- debentures, 
 mortgages, or other charges issued by any company : 
 
 The term "sheriff" includes any officer charged with the execution of a 
 writ or other process : 
 
 The term "miners" includes all aitizans, labourers, and other persons 
 working in and about a mine, except the purser, secretary, agent, or 
 manager : 
 
 The term " wages " includes all earnings by miners arising from any 
 description of piece or other work, or as tributers or otherwise : 
 
 The term " mining effects " includes machinery, materials, goods, and 
 chattels, and all ores and halvans, and all other personal property 
 appertaining to a mine, or used or intended to be used for mining 
 purposes. 
 
 3. This Act extends only to metalliferous mines and tin streaming works Extent of 
 within the Stannaries. Act - 
 
 4. Miners employed wholly or in part in or about a mine, in respect of Wages to 
 their wages in relation to the mine, not exceeding an amount equal to three lm . ve . 
 months' wages to each person, shall have for such wages a first charge upon P non y* 
 all mining effects in and about the said mine, belonging to the said mine or 
 
 to any compauy by whom the said mine is worked, and upon all money of the 
 company in the count-house or in charge of the purser, agent, or secretary, or 
 other person on behalf of the company, or at the credit of the company at 
 their bankers, and upon all other assets whatever of the company in respect 
 of the said mine, and such fir»t charge shall, subject to the provisions of the 
 tenth section of this Act, have priority over all claims for rents, royalties, 
 dues, or otherwise by the lessors of the said mine, or by mortgagees or judg- 
 ment, execution, or other creditors of the said company, or by any other 
 persons whatever. 
 
 8. Iu addition to every other remedy for obtaining payment of their Court to 
 wages, the said miners, or any of them, may institute proceedings in the e £!°™ 
 Court, by way of summons, for enforcing the said first charge given to them 
 
 by this Act, and the vice-warden may grant and make (exparte or otherwise) 
 all such injunctions and orders as he may think necessary and proper in order 
 to secure such miners from loss ; and if any amount ordered to be paid shall 
 not have been paid within the time mentioned in such order, execution may 
 be levied on and sale made of any mining effects in or on such mine as are 
 by law liable to be distrained for rent. 
 
 9. If at the commencement of the winding-up of any company whether Under wind- 
 by the Court or otherwise, any wages, not exceeding such an amount as under ^JS- U P P r °- 
 the fourth section would be made a first charge, are unpaid, the same shall ^o^'y^ay 
 be paid by the official liquidator or liquidator forthwith in priority to all other be borrowed 
 costs except such costs of and incidental to the making of the order for the to pay wages, 
 winding-up as in the opinion of the Court shall have been properly incurred, 
 
 and, subject to the tenth section of this Act, to all claims, whether by 
 mortgagees, execution creditors, or any other person wli itsoever ; and, subject 
 as aforesaid, the Court may by order charge the whole or any part of the assets 
 of the company, in absolute priority to all claims and to all existing mortgages 
 or charges thereon, with the payment of a sum sufficient to discharge the 
 said wages, with interest thereon at a rate not exceeding five per centum per
 
 078 
 
 Stannaries Act, 1887. 
 
 Saving of 
 rights of 
 clerks and 
 servants. 
 
 Relinquish- 
 ment not 
 valid unless 
 delivered six 
 weeks before 
 stoppage of 
 mine. 
 
 Amalgama- 
 tion of 
 adjoining 
 mines. 
 
 Petitions to 
 wind up 
 mining com- 
 panies to be 
 
 annum, and such charge may bo made in favour of any person who i6 willing 
 to advance the requisite amount, or any part thereof, and as soon as the said 
 sum has been bo advanced the said wages Bhall be paid without delay, so far 
 as such advanced amount extends, and in such order of payment as the Court 
 directs. 
 
 10. Nothing in the fourth or eighth section of tliis Act is to be taken to 
 have the effecl of defeating or abridging or extending the right conferred 
 upon clerks and servants by the Companies Act, 1883, to be paid iu the 
 winding-up of a company in priority t> other creditors, jim-i p«s.su with 
 labourers and workmen out of such assets only as are distributable by the 
 liquidator or otticial liquidator within the meaning of the said Act, except 
 that such priority shall only be given to the extent of three months, and 
 shall not extend to the principal agent or manager, purser or secretary. 
 
 13.— (1.) After the commencement of this \ei. any custom or rule of law to 
 the contrary notwithstanding, all moneys deducted in any mine from the wages 
 or earnings of or otherwise contributed by tin miners for t he purposes of a mine 
 club, or accident, or Bick or benefil fund, shall, unless a majority of the miners 
 shall by resolution decide otherwise, be deemed to belong to the miners and 
 not to the company, and the said moneys, and any contributions added thereto 
 by the shareholders, shall be placed to a separate account, and the details 
 t hereof, showing the amount receivi d and the several payments thereout, and 
 to whom made dur ng each preceding sixteen we ks, shall be set out in the 
 balance sin et to lie presented to the shareholders at each ordinary meeting; 
 and a copy of the same shall be posted in the miners' dry or changing sheds, 
 and in the account house; and it shall be lawful for the miners in any mine, 
 if they so phase, to appoint any two of themselves to audit the said mine 
 club fund accounts. Provided that section thirty-four of this Act shall not 
 restrain the right of the miners to pass any such resolution, and such resolu- 
 tion shall have effect for twelve calendar months only after the passing 
 thereof. And in the event of any money being so deducted for the purpose 
 of medical attendance, each miner Bhall he entitled to name a qualified 
 ruedieal practitioner to whom the amount so deducted from his wages shall 
 be paid for such medical attendance. 
 
 (2.) Upon the winding-up of any company in the Court of the vice-wardeu or 
 any other Court, or otherwise, the .-aid mine club moneys or fund shall not be 
 deemed to be or be applied as parts of the assets of the ci >mpatiy in liquidation 
 of the debts of the company or otherwise ; but shall be accounted for by the 
 purser or any other person in possession of the fund to the liquidator, and 
 shall be recoverable by him, and shall be applied in accordance with the rules 
 of the club. Where a company is beintr wound up voluntarily, the liquidator, 
 or any other person claiming to be entitled to any such moneys or fund, may 
 apply to the Court for directions or to determine any question arising in the 
 matter, in the same manner as if the company were being wound up by the 
 Court. 
 
 22. After the commencement of this Act a relinquishment shall not have 
 any effect if it be delivered within the six weeks immediately preceding the 
 day on which a resolution to wind up the compauy shall be legally passed at 
 a duly convened meeting of the company, or on which an order shall be made 
 to wind up the same by or subject to the supervision of the Court. 
 
 27. When the limits of any mine join those of any other mine the com- 
 panies respectively working the said mines may, with the consent in writing 
 of the respective lessors thereof in all cases where such consent is by law or 
 custom necessary, amalgamate and become one company, provided that no 
 such amalgamation shall take place unless each of the said companies shall 
 authorize the same by a special resolution, to which two-thirds in value of the 
 shareholders in the said company shall consent in writing ; such resolution 
 shall be registered in the Court, and the amalgamation shall not take effect 
 until such registration, and shall be advertised in such manner as the Court 
 directs. 
 
 28. The Court of the vice-warden of the Stannaries shall have the same 
 jurisdiction in the wiuding-up of all companies formed for working mines 
 within the Stannaries (unless they are shown to be then actually working
 
 Life Assurance Companies Act, 1870. 
 
 G79 
 
 mines or to be engaged in any other undertaking, or to have entered into any 
 contract for such working or undertaking beyond the limits of the Stannaries), 
 as has heretofore been exercised by the said Court, pursuant to the eighty- 
 first section of the Companies Act, 1862, in respect of companies engaged 
 in working any mine within and subject to the jurisdiction of the said 
 Stannaries. 
 
 29. When and as often after the commencement of this Act as the registrar 
 of the Court shall have standing in his name in the Bank of England, or in 
 either of the local banks in which lie has been duly authorized to open 
 accounts as registrar, any moneys which have become distributable or payable 
 under orders of the Court in creditors or pursers suits, or in matters arising 
 out of the winding-up of companies, pursuant to the Companies Act, 1S62, or 
 any other Act, and which have remained unclaimed by or on behalf of any 
 person thereto entitled for a period of two years, and the registrar shall report 
 the same to the vice-warden, the vice-warden is hereby empowered to cause 
 to be invested, in the joint names of himself and the registrar, in Government 
 securities, the whole or any portion of such moneys, without prejudice to the 
 claim of any person entitled to any part of the principal sums, and the 
 income thereof, and the income derived from a sum of two hundred and 
 seventeen pounds five shillings and fourpence, now standing in the joint 
 names of the vice-warden and the registrar, in the Three Pound per Cent. 
 Consolidated Bank Annuities, under the authority of an order of the vice- 
 warden, approved by the Lord Chancellor, sanctioning the investment of a 
 portion of the amount of unclaimed deposits pursuant to the sixty-first 
 section of seventh and eighth Victoria, chapter one hundred and five, and the 
 income to be derived from any further investments which may hereafter be 
 made under the same authority shall be allowed to accumulate ; and the said 
 several incomes meanwhile shall be kept as separate funds apart fiorn the 
 ordinary fees of the Court arising from other business ; and be it further 
 enacted, that the expense of making the said investments, or any re-invest- 
 ments of the unapplied produce thereof in the like securities, and any 
 expenses which may be incurred in the sales of stock, to satisfy the claims 
 of parties who may be entitled thereto, and any expense of keeping the 
 necessary accounts, shall be a first charge upon the income derived from the 
 securities. 
 
 34. Any contract expressed or implied witlr the employers, or terms of 
 hiring, which would in effect deprive miners of any right secured to them by 
 this Act or impose any condition whatever in reference to the disposition of 
 club or benefit funds, shall, so far as such rights are affected, and in respect 
 of any such condition, be void and of no effect.. 
 
 35. Printed copies of this Act, and of the rules and regulations for the 
 time being in force in any mine, shall be kept posted up in the smiths shop 
 and in the miners dry or changing shed of every mine. 
 
 36. This Act shall come into operation on the first day of December one 
 thousand eight hundred and eighty-seven. 
 
 presented in 
 
 •Stannary 
 
 Court. 
 
 25 & 26 Vict. 
 
 c. 89. 
 
 Unclaimed 
 money. 
 
 Evasions of 
 this Act to 
 be void. 
 
 Printed 
 copies of this 
 Act to be 
 posted up. 
 
 Commence- 
 ment of Act. 
 
 THE LIFE ASSURANCE COMPANIES ACT, 1870. 
 
 33 & 34 Vict. c. 61. 
 
 [1. Short title.] 
 
 2. In this Act — 
 
 The term " company " means any person or persons, corporate or unin- 
 corporate, not being registered, under the Acts relating to friendly 
 societies, who issue or are liable under policies of assurance upon human 
 life within the United Kingdom, or who grant annuities upon human 
 life within the United Kingdom : 
 
 The term " chairman" means the person for the time being presiding over 
 the court or board of directors of the company: 
 
 Interpreta- 
 tion of terms.
 
 680 
 
 Life Assurance Companies Act, 1870. 
 
 Statements 
 to be made 
 by com- 
 panies. 
 
 Statements 
 by company 
 doing other 
 than life 
 business. 
 
 Actuarial 
 report and 
 abstract. 
 
 Statement 
 of life and 
 annuity 
 
 business. 
 
 List ot 
 shareholders. 
 
 The term " policy-holder " means the person who for the time being is the 
 legal holder of the policy for securing the life assurance, endowment, 
 annuity, or other contract with the company: 
 
 The term " financial year " means each period of twelve months at the end 
 of which the balance of the accounts of the company is struck, or if 
 no such balance is struck, then each period of twelve months ending 
 with the thirty-first day of December : 
 
 The term "Court" means, in the case of a company registered or having 
 its head office in England, the High Court of ( Shancery ; in the case of a 
 company registered or having its head office in Ireland, the Court of 
 Chancery in Ireland; in all cases of companies registered or having 
 their head offices in Scotland, the Court of Session, in either division 
 thereof: 
 
 The term "registrar" means the Registrar of Joint Stock Companies in 
 England and Scotland, and the Assistant Registrar of Joint Stock 
 Companies in Ireland. 
 
 [3. Deposit necessary to be made (a).] 
 
 [4. As to life funds being kept separate] 
 
 5. From and after the passing of this Act every company shall, at the 
 expiration of each liuancial year of such company, prepare a statement of its 
 revenue account for such year, and of its balance-sheet at the close of such 
 year, in the forms respectively contained in the first and second schedules to* 
 this Act. 
 
 6. Every company which, concurrently with the granting of policies of 
 assurance or annuities on human life, transacts any other kind of assurance 
 or other business shall, at the expiration of each such financial year as afore- 
 said, prepare statements of its revenue account for such year, and of its 
 balance-sheet at the close of such year, in the forms respectively contained 
 in the third and fourth schedules of the Act. 
 
 7. Every company shall, once in every five years if established after the 
 passing of this Act, and once every ten years if established before the passing 
 of this Act, or at such shorter intervals as may be prescribed by the instru- 
 ment constituting the company, or by its regulations or bye-laws, cause an 
 investigation to be made into its financial condition by an actuary, and shall 
 cause an abstract of the report of such actuary to be made in the form pre- 
 scribed in the fifth schedule to this Act. 
 
 8. Every company shall, on or before the thirty-first day of December, one 
 thousand eight hundred and, seventy-two, and thereafter within nine months- 
 after the date of each such investigation as aforesaid into its financial con- 
 dition, prepare a statement of its life assurance and annuity business in the 
 form contained in the sixth schedule to this Act, each of such statements to 
 be made up as at the date of the last investigation, ichether such investigation 
 be made previously or subsequently to the passing of this Act: Provided as 
 follows (b) : 
 
 [Sub-s. 1, which was repealed by the Statute Law Revision Act, 18S3, 
 provided lor financial investigations during the year 1873, and statements 
 consequent thereupon ] 
 
 (2.) If such investigation be made annually by any company, such com- 
 pany may prepare such statement at any time, so that it be made 
 at least once in every three years. 
 
 The expression date of each such investigation in this section shall mean 
 the date to which the accounts of each company are made up for the purposes 
 of each such investigation. 
 
 [9. Forms may be altered.] 
 
 [10. Statements, &c, to be signed and printed and deposited with Board 
 of Trade (a).] 
 
 [11. Copies of statements to be given to shareholders, &c] 
 
 12. Every company which is not registered under" The Companies Act, 
 
 (a) See the Life Assurance Companies 
 Act, 1872, s. 1. See Board of Trade 
 Rules, 28th August, 1872. 
 
 (b) The words in italics were re- 
 pealed by the Statute Law Revision 
 Act, 188o.
 
 Life Assurance Companies Act, 1870. G81 
 
 1862," and which has not incorporated in its deed of settlement section ten of 
 " The Companies Clauses Consolidation Act, 1845," shall keep a " Shareholders' 
 Address Book," in accordance with the provisions of that section, and shall 
 furnish, on application, to every shareholder and policy-holder of the company 
 a copy of such book, on payment of a sum not exceeding sixpence for every 
 hundred words required to be copied for such purpose. 
 [13. Deed of settlement to be printed.] 
 
 14. Where it is intended to amalgamate two or more companies, or to Amalgama- 
 transfer the life assurance business of one company to another, the directors tion °r 
 
 of any one or more of such companies may apply to the Court, by petition, to transfer - 
 sanction the proposed arrangement, notice of such application being published 
 in the Gazette, and the Court, after hearing the directors and other persons 
 whom it considers entitled to be heard upon the petition, may confirm the 
 same if it is satisfied that no sufficient objection to the arrangement has been 
 established. 
 
 Before any such application is made to the Court a statement of the nature 
 of the amalgamation or transfer, as the case may be, together with an abstract 
 containing the material facts embodied in the agreement or deed under which 
 such amalgamation or transfer is proposed to be effected, and copies of the 
 actuarial or other reports upon which such agreement or deed is founded, 
 shall be forwarded to each policy-holder of both companies in case of amal- 
 gamation, or to each policy-holder of the transferred company in case of 
 transfer, by the same being transmitted in manner provided by section one 
 hundred and thirty six of the Companies Clauses Consolidation Act, 1845, for 
 the transmission to shareholders of notices not requiring to be served per- 
 sonally ; and the agreement or deed under which such amalgamation or 
 transfer is efi'ected shall be open for the inspection of the policy-holders and 
 shareholders at the office or offices of the company or companies for a period 
 of fifteen days after the issuing of the abstract herein provided. 
 
 The Court shall not sanction any amalgamation or transfer in any case in 
 which it appears to the Court that policy-holders representing one-tenth or 
 more of the total amount assured in any company which it is proposed to 
 amalgamate, or in any company the business of which it is proposed to transfer, 
 dissent from such amalgamation or transfer. 
 
 No company shall amalgamate with another, or transfer its business to 
 another, unless such amalgamation or transfer is confirmed by the Court in 
 accordance with this section. 
 
 Provided always, that this section shall not apply in any case in which the 
 business of any company which is sought to be amalgamated or transferred 
 does not comprise the business of life assurance. 
 
 15. When au amalgamation takes place between any companies, or when Statements 
 the business of one company is transferred to another company, the combined J^'hrama- 
 company or the purchasing company, as the case may be, shall, within ten t ; 011 or 
 days from the date of the completion of the amalgamation or transfer, deposit transfer, 
 with the Board of Trade certified copies of statements of the assets and 
 liabilities of the companies concerned in such amalgamation or transfer, 
 together with a statement of the nature and terms of the amalgamation or 
 transfer, and a certified copy of the agreement or deed under which such 
 amalgamation or transfer is effected, and certified copies of the actuarial or 
 
 other reports upon which such agreement or deed is founded ; and the state- 
 ment and agreement or deed of amalgamation or transfer shall be accompanied 
 by a declaration under the hand of the chairman of each company and the 
 principal managing officer of each company, that to the best of their belief 
 every payment made or to be made to any person whatsoever on account of 
 the said amalgamation or transfer is therein fully set forth, and that no other 
 payments beyond those set forth have been made or are to be made cither in 
 money, policies, bonds, valuable securities, or other property by or with the 
 knowledge of any parties to the said amalgamation or transfer. 
 
 [16. Documents may be transferred from Board of Trade to registry of 
 Joint Stock Companies.] 
 
 (a) See the Life Assurance Companies Act, 1872, S. o.
 
 682 
 
 Life Asswrance Companies Art, 1870. 
 
 Penalty for 
 n.'ii com- 
 pliance with 
 Act. 
 
 Other cir- 
 cumstances 
 under which 
 company 
 may be 
 
 I up 
 by the Court 
 of Chancery. 
 
 Power to 
 Court to 
 reduce 
 contracts. 
 
 Notices 
 under this 
 Act to policy- 
 holders. 
 
 [17. Documents to be received in evidence.] 
 
 18. Every company which makes default in complying with the require- 
 ments of this Act shall be lialilc to a penalty aol exceeding fifty pounds l'or 
 every day during which the default continues ; and if default continue for a 
 period of three months after notice of default by the Board of Trade, which 
 notice shall be published In one or more newspapers as the Board of Trade 
 may direct, ami after such publication the Court may order the winding-up of 
 the company, in accordance with the Companies Act, lSo'2, upon the applica- 
 tion of one or more policy-holders or shareholders. 
 
 [19. Penalty for falsifying Btati ments, <S ■ ] 
 
 [20. Penalties how to be rec tvered and applied.] 
 
 21. Tlie Court may order the winding-up of any company, in accordance 
 with the Companies Act, 1862, on the application of one or more policy-holders 
 or shareholders, upon its being proved to the satisfaction of the Court that 
 the company is Insolvi nt. and in determining whether or not the company is 
 insolvent the Courl shall take into account its contingent or prospective 
 liability under policies and annuity and other existing contracts; but the 
 Court Bhall not give a bearing to the petition until security for costs for 6uch 
 amount as the judge shall think reasonable shall be given, and until a prima 
 facie case shall also be established to the satisfaction of the judge; and in 
 
 the ease of a proprietary company having an uncalled capital of an amount 
 sufficient with the future premiums receivable by the company to make up 
 the actual invested assets equal to the amount of the estimated liabilities, 
 the Court shall suspend further proceedings on the petition for a reasonable 
 time (in the discretion of the Court) to enable the uncalled capital, or a 
 sufficient part thereof, to be called up ; and if at the end of the original or 
 any extended time for which the proceedings Bhall have been suspended such 
 an amount shall not have been realized by means of calls as, with the already 
 invested assets, to be equal to the liabilities, an order shall be made on the 
 petition as if the company had been proved insolvent (a). 
 
 22. The Court, in the case of a company which has been proved to be 
 insolvent, may, if it thinks tit, reduce the amount of the contracts of the 
 company upon such terms and subject to such conditions as the Court thinks 
 just, in place of making a winding-up order. 
 
 23. Any notice which is by this Act required to be sent to any policy- 
 holder may be addressed and sent to the person to whom notices respecting 
 such policy are usually sent, and any notice so addressed and 6ent shall be 
 deemed and taken to be notice to the holder of such policy. 
 
 [24. Statements, &c, to be laid before Parliament.] 
 
 [25. Exceptions.] 
 
 [The first schedule contains a form of revenue account for life assurance 
 companies.] 
 
 [The second schedule contains a form of balance sheet for life assurance 
 companies.] 
 
 [The third schedule contains a form of revenue account for life assurance 
 companies transacting other kinds of assurance or business.] 
 
 [The fourth schedule contains a form of balance-sheet for life assurance 
 companies transacting other kinds of assurance or business.] 
 
 [The fifth schedule contains a form of statement of the valuation of 
 liabilities under life policies and annuities, to be made by the actuary, with 
 forms subsidiary thereto.] 
 
 [The sixth schedule contains a form of statement of life assurance and 
 annuity business.] 
 
 (a) See s. 82 of the Act of 18G2. See 
 s. 4 of the Life Assurance Companies 
 
 Act, 1872, infra.
 
 Life Assurance Companies Acts, 1871, 1872. 683 
 
 THE LIFE ASSUKANCE COMPANIES ACT, 1871. 
 34 & 35 Vict. c. 58. 
 
 [S. 1, providing for payment into Court and orders as to sums deposited 
 under 33 & 34 Vict. c. 61, s. 3, was repealed by the Statute Law Kevision 
 Act, 1883.] 
 
 2. Section twenty-five of the Life Assurance Companies Act, 1870, shall 
 be construed as if the words " chapter twenty-four " were and had at and from 33 & 34 Vict 
 the date of the passing of such last-mentioned Act been inserted therein in c. 61. 
 place of " chapter forty-one ; " and Her Majesty's printers shall in all copies 
 of the Life Assurance Companies Act, 1870, which may be printed after the 
 passing of this Act, insert the words " chapter twenty-four" in the place of 
 the words " chapter forty-one " in section twenty-five of the said Life Assur- 
 ance Companies Act, 1870. 
 
 [3. Construction and short title.] 
 
 Amendment 
 of s. 25 of 
 
 THE LIFE ASSURANCE COMPANIES ACT, 1872. 
 35 & 36 Vict. c. 41. 
 
 [1. As to deposit by company in Court.] 
 
 [2. Separation of life funds.] 
 
 [3. Deposit of statement and abstract required by 33 & 31 Vict. c. 61, 
 s. io.] 
 
 4. Where the business or any part of the business of a life assurance 
 company has, either before or after the passing of this Act, been transferred 
 to another company under an arrangement in pursuance of which such first- 
 mentioned company (in this Act called the subsidiary company) or the 
 creditors thereof has or have claims against the company to which such 
 transfer was made (in this Act called the principal company), then, if such 
 principal company is being wound up by or under the supervision of the 
 Court, either at or after the passing of this Act, the Court shall (subject as 
 hereinafter mentioned) order the subsidiary company to be wound up in 
 conjunction witli the principal company, and may by the same or any subse- 
 quent order appoint the same person to be liquidator for the two companies 
 and make provision for such other matters as may seem to the Court necessary 
 with a view to such companies being wound up as if they were one company ; 
 and the commencement of the winding-up of the principal company shall, 
 save as otherwise ordered by the Court, be the commencement of the winding- 
 up of the subsidiary company : the Court nevertheless shall have regard, in 
 adjusting the rights and liabilities of the members of the several companies 
 between themselves, to the constitution of such companies, and to the 
 arrangements entered into between the said companies, in the same manner 
 as the Court has regard to the rights and liabilities of different classes of 
 contributories in the case of the winding-up of a single company, or as near 
 thereto as circumstances admit. 
 
 Where any subsidiary company or company alleged to be subsidiary is not 
 in process of being wound up at the same time as the principal company to 
 which it is subsidiary, the Court shall not direct such subsidiary company to 
 be wound up unless after hearing all objections (if any) that may be urged by 
 or on behalf of such company against its being wound up, the Court is of 
 opinion that such company is subsidiary to the principal company, and that 
 the winding-up of such company in conjunction with the principal company 
 is just and equitable. 
 
 Where any subsidiary company and principal company are being wound up 
 by difierent branches of the Court, the Court to which appeals from such 
 
 Winding-up 
 of subsidiary 
 company to 
 be ancillary 
 to winding- 
 up of 
 principal 
 company.
 
 G84 
 
 Life Assurance Companies Act, 1872. 
 
 Valuation of 
 annuities 
 und policies. 
 
 Rules in Brat 
 and Becond 
 Bcbeduli a I i 
 be rules of 
 Court. 
 
 Regulation 
 as to nova- 
 tions by 
 policy- 
 holders. 
 
 brandies lie BhulJ make an order directing in which branch the winding-up 
 ( if such companii a is t.> beoarrii d on, aud the necessary proceedings shall ho 
 taken for carrying Buch order into effect. 
 
 An application may be made in relation to the winding-up of any subsidiary 
 company in conjunction with a principal company by any creditor of, ox per- 
 s .11 interested in, such prinoipal or subsidiary company. 
 
 Where a company Btands in the relation <>f" a principal company to one 
 company, and in the relation of a subsidiary company to Borne other company, 
 or where there are several companii - si in ling in the relation of subsidiary 
 oomp inics to one principal company, the ( Sourt may deal with any num ier of 
 Buch companies together or in separate groups, as it thinks most expedient, 
 upon the principles laid down in this Beotion. 
 
 5. Where a life assurai ■■• c mpany is being wound up by the Oourt, or 
 subject i" the Bup n Lsion of the Court, or voluntarily, the value of every life 
 annuity and life policy requiring to be valued in such winding-up shall be 
 estimated in manner provided by the first schedule to this Aot, but this 
 section shall no1 apply to any company the winding-up of which has com- 
 menced before the passing of this Act. unless the Court having cognizanoe of 
 the winding-up so order, which order that Court is hereby empowered to make 
 if it think it ezpedienl bo to do, on the application of any person iut- 
 
 in the winding-up of Buoh company. 
 
 6. The rules in the first ainl Becond schedules to this Act shall be of the 
 Bame force as if they were rules made in pursuance of the one hundred and 
 seventieth, one hundred and seventy-first, and one hundred and sev* nty-third 
 Beotione Companies Act. 1862," as the case may be, and may be 
 altered in manner provided by the Baid sections, and rules may be made under 
 the said sections for the purpose of carrying into effect the provisions of this 
 Act with respect to tbe winding-up of companies. 
 
 7. Where a company, either before or after t - of this Act. has 
 transferred its business to or been amalgamated with another company, no 
 policy-holder in the first-mentioned compauy who shall pay to the other 
 company the premiums accruing due in respect ol his policy shall by reason 
 of any such payment made after the passing of this Act, or by reason of any 
 other" aet done after the passing of this Act, be deemed to have aha 
 
 any claim which he would have had against the lii>t-nientioned company on 
 due payment of premiums to such company, or to have accepted in lieu thereof 
 the liability of the other company, unless such abandonment and acceptance 
 have been signified by some writing signed by him or by his agent lawfully 
 authorized. 
 
 [8. Construction aud short title.] 
 
 FIRST SCHEDULE. 
 
 Bide fur valuing an Annuity. 
 
 An annuity shall be valued according to the tables used by the company 
 
 which granted such annuity at the time of grantiug the same, aud where 
 
 such tables cannot be ascertained or adopted to the satisfaction of the Court, 
 
 . ' c then according to the table known as the Government Annuities E xper ience 
 
 -f'(i J" 1 "" i Table, interest being reckoned at the rate of four per centum per annum. 
 
 J(-< *■* * U. t j /y i Rule for valuing a Policy. 
 
 fyy i % * The value of the policy is to be the difference between the present value of 
 
 the reversion in the sum assured on the decease of the life, including any 
 bonus or addition thereto made before the commencement of the winding-up 
 Ijj^y' and the present value of the future aunual premiums. 
 
 In calculating such present values the rate of interest is to be assumed as
 
 Order of November, 1862. 680 
 
 being four per centum per annum, and the rate of mortality as that of tho-ii * "^ ^ 
 
 tables known as the_seventeen_offices experience tables. ( sr<~&.^ 15 ^ * 
 
 The premium to be calculated is to be such premium as according to the said /• 
 rate of interest and rate of mortality is sufficient to provide for the risk /^ r< * r *~ r ° 
 incurred by the office in issuing the policy, exclusive of any addition thereto JX-, sj? 
 for office expenses and other charges. cr*.-£-tk ^ <~.^^ - 
 
 A. , . . J / /^ 
 
 SECOND SCHEDULE. 
 
 Where an assurance company is being wound up by the Court or subject to 
 the supervision of the Court, the official liquidator in the case of all persons 
 appearing by the books of the company to be entitled to or interested in 
 policies granted by such company, for life assurance, endowment, annuity, or 
 other payment, is to ascertain the value of such policies, and give notice of 
 such value to such persons, and any person to whom notice is so given shall 
 be bound by the value so ascertained unless he gives notice of his intention 
 to dispute such value in manner and within a time to be prescribed by a rule 
 or order of the Court. 
 
 ORDER OF COURT, 
 Tuesday, the 11th day of November, 1862. 
 
 Petition to Wind up Company. 
 
 1. Every petition for the winding-up of any company by the Court, or sub- 
 ject to the supervision of the Court, shall be intituled in the matter of " The 
 Companies Act, 1862 " (a), and of the company to which such petition shall 
 relate, describing the company by its most usual style or form. 
 
 2. Every such petition shall be advertised seven clear days before the 
 hearing, as follows : — 
 
 (1.) In the case of a company whose registered office, or if there shall be 
 no such office, then whose principal, or last known principal place of 
 business is or was situate within ten miles from Lincoln's Inn Hall, 
 once in the London Gazette, and once at least in two London daily 
 morning newspapers. 
 
 (2.) In the case of any other company, once in the London Gazette, and 
 once at least in two local newspapers circulating in the district 
 where such registered office, or principal, or last known principal 
 place of business, as the case may be, of such company is or was 
 situate. 
 The advertisement shall state the day on which the petition was presented, 
 and the name and address of the petitioner, and of his solicitor and 
 London agent (if any). 
 
 3. Every such petition shall, unless presented by the company, be served 
 at the registered office, if any, of the company, and, if no registered office, 
 then at the principal, or last known principal place of business, of the com- 
 pany, if any such can be found, upon any member, officer, or servant of the 
 company there, or in case no such member, officer, or servant can be found 
 there, then by being left at such registered office or principal place of 
 business, or by being served on such member or members of the company as 
 the Court may direct; and every petition for the winding-up of a com- 
 pany, subject to the supervision of the Court, shall also be served upon the 
 
 (a) See Order of Court, 21st March, 1808, r. 1.
 
 680 Order of November, 1862. 
 
 liquidator (if any) appointed for the purpose of winding-up the affairs of 
 the company. 
 
 4. Every petition for the winding-tip of any company, by the Court or 
 
 subject to the supervisi f the Court, shall be verified by an affidavit re- 
 
 ferring thereto, in the form or to the effect Bel forth in Form NTo. 2 in I 
 third Bohedule hereto ; Buoh affidavit shall be made by the petitioner, or by 
 one of the petitioners, if more than one, "r, in case the ] ited 
 
 by the company, by Borne direotor, Beoretary,or other prinoipal officer thereof; 
 and shall be Bworn after and filed within four days niter tbe petition is 
 
 presented, and Buoh affidavit shall I"- Buffioi at prim&facu eviden i 
 
 statements in the petition. 
 
 5. Every contributor or creditor of I ly .-hill he entitled to he 
 furnished, by the Bolioitor to the petitioner, \\ itb a c ipy of the petition, within 
 twenty-four hours after requiring the same, on paying at the rate of four- 
 p, Q<se p. t folio of seventy-1 wo words for Buoh copy. 
 
 Order to\Wi I . my. 
 
 6. Every order for the winding-up of a company by I 
 it- supervision, shall, within twelve days alter the d 
 
 by the petitioner onoe in the L md shall tw upon such 
 
 )m rsons ( it' mi \ ) and in such manner as the Court may dii 
 
 7. A oopj of every order for winding-up a o impany, a rtified to be a true 
 copy thereof as passed and entered, shall be left by the petitioner at tho 
 chambers of the judge, within ten dayB after th ill have been pac 
 and entered, and in default thereof any other person interested m 
 winding-up may leave the sane, and the judge may, if he thinks fit, give 
 the carriage and prosecution of the order tosuoh person. Upon such copy 
 lii'im,' left, a summons shall be tak< o oat t.. pro ■•■■ d with the winding-up of 
 the company, and Deserved upon all parties who may have appeared upon 
 the hearing of the petition. Upon the return of such summons, a time shall, 
 if the judge think lit. be fixed for the appointment of an official liquidator, 
 and for the proof of debts, and for the list of contributories tu be brought in, 
 ami directions ma\ be given as to the advertisements t<> be issued for all 
 or any of such purposes, and generally as to the proceedings and the parties 
 to attend thereon. The proceedings under the order shall be continued by 
 adjournment, and, when necessary, by further summons, and any such direc- 
 tion as aforesaid may be given, added to, or varied, at any subsequent time, 
 as may he found n< cessarj . 
 
 Official Li qui'! 
 
 8. The judge may appoint a persou to the office of official liquidator, with- 
 out previous advertisement, or notice to any party, or fix a time aud place 
 for the appointment of an official liquidator, aud may appoint or reject any 
 persou nominated at such time and place, and appoint any person not so 
 nominated. 
 
 9. When a time and place are fixed for the appointment of an official 
 liquidator, such time and place shall be advertised in such manner as 
 the judge shall direct, so that the first or only advertisement shall be 
 published within fourteen days and not less than seven days before the 
 
 day so fixed. , „ . ., , . . . , 
 
 10. Every official liquidator shall give security by entering into a recog- 
 nizance with two or more sufficient sureties, in such sum as the judge may 
 approve : and the judge may, if he shall think fit, accept the security of any 
 guarantee society established by charter or Act of Parliament in England, in 
 Tien of the security of such sureties as aforesaid, or of any of them. 
 
 11. The official* liquidator shall be appointed by order ; and, unless he 
 shall have given security, a time shall be fixed by such order within which 
 he' is to do & so; and the" order shall fix the times or periods at which the 
 official liquidator is to leave his accounts of his receipts and payments at the 
 judge's chambers, and shall direct that all moneys to be received shall be 
 paid into the Bank of England, immediately after the receipt thereof, to the
 
 Order of November, 1862. 687 
 
 account of the official liquidator of the company, and an account shall be 
 opened there accordingly ; and an office copy of the order shall be lodged at 
 the Bank of England. 
 
 _ 12. When an official liquidator has given security pursuant to the direc- 
 tions in the order appointing hiin, the same shall be certified by the chief 
 clerk, as in the case of a receiver appointed in a cause, subject to giving 
 security. 
 
 13. The official liquidator shall, on each occasion of passing his account, 
 and also whensoever the judge may so require, satisfy the judge that his 
 sureties are living, and resident in Great Britain, and have not been adjudged 
 bankrupt or become insolvent, and in default thereof he may be required to 
 enter into fresh security within such time as shall be directed. 
 
 14. Every appointment of an official liquidator shall be advertised, in such 
 manner as the judge shall direct, immediately after he has been appointed, 
 and has given security. 
 
 15. Where it is desired to appoint provisionally an official liquidator, an 
 application for that purpose may, at any time after the presentation of the 
 petition for winding up the company, be made by summons, without adver- 
 tisement or notice to any person, unless the judge shall otherwise direct ; and 
 such provisional official liquidator may, if the judge shall think fit, be 
 appointed without security. 
 
 16. In case of the death, removal, or resignation of an official liquidator, 
 another shall be appointed in his room, in the same manner as directed in 
 the case of a first appointment, and the proceedings for that purpose may 
 be taken by such party interested as may be authorized by the judge to 
 take the same. 
 
 17. The official liquidator shall, with all convenient speed after he is 
 appointed, proceed to make up, continue, complete, and rectify the books of 
 account of the company ; and shall provide and keep such books of account 
 as shall be necessary, or as the judge may direct, for the purposes aforesaid, 
 and for showing the debts and credits of the company, including a ledger 
 which shall contain the separate accounts of the contributories, and in which 
 every contributory shall be debited from time to time with the amount pay- 
 able by him in respect of any call to be made as provided by the said Act and 
 these rules. 
 
 18. The official liquidator shall be allowed in his accounts, or otherwise 
 paid, such salary or remuneration as the judge may from time to time direct, 
 including any necessary employment of assistants or clerks by the official 
 liquidator, to which regard shall be had ; and such salary or remuneration 
 may either be fixed at the time of his appointment, or at any time thereafter, 
 as the judge may think fit. Every allowance of such salary or remuneration, 
 unless made at the time of his appointment, or upon passing an account, shall 
 be made upon application for that purpose by the official liquidator, on notice 
 to such persons (if any), and supported by such evidence as the judge shall 
 require ; nevertheless, the judge may from time to time allow any sum he 
 may think fit to the official liquidator, on account of the salary or remunera- 
 tion to be thereafter allowed. 
 
 19. The accounts of the official liquidator shall be left at the judge's 
 chambers at the times directed by the order appointing him, and at such 
 other times as may from time to time be required by the judge, and such 
 accounts shall, upon notice to such parties (if any), as the judge shall direct, 
 be passed and verified in the same manner as receivers' accounts. 
 
 Proof of Debts. 
 
 20. For the purpose of ascertaining the debts and claims due from the 
 company, and of requiring the creditors to come in and prove their debts or 
 claims, an advertisement shall be issued at such time as the judge shall 
 direct; and such advertisement shall fix a time for the creditors to send their 
 names and addresses, and the particulars of their debts or claims, and the 
 names and addresses of their solicitors (if any), to the official liquidator, and 
 appoint a day for adjudicating thereon. 
 
 21. The creditors need not attend upon the adjudication, nor prove their
 
 688 Order of A . L862 
 
 debts or claim- unless they are r from the ■ 
 
 Liquidator; but, upon each i n and prove 
 their debts or ol lima within a tim 
 
 22. The official liquidator shall in\ n at in 
 to him, inn! •. whioh <>f h.h-U debts and ola 
 
 juetlj 'Inc rrom the company; and li" shall make out and leave ut the 
 
 ohambers of tbe judge, a Lisl ol all the d< I io t" him, 
 
 distinguishing which of tbe debts and claims, or parts of debtaand olaimi 
 
 so cl hum 'I are, in bis opinion, justly due and pr 
 
 further evidence, and whioh of them, in bis opinion, < d by 
 
 the oreditors ; and lie shall make and Hie, prior to I 
 
 adjudication, an affidavit, setting forth which of the debts and <• ni ms in bis 
 
 opinion are justly due and proper to be allowed without furthei 
 
 and b! iting bis belief that such di bts an I olaims are justly due and proper 
 
 to be alio* b belief. 
 
 23. At the time appointed for adjndicutii 
 
 ii nmeut thereof, the i ither allow the « U-l«t^ and 
 
 upon the affidavit of the offloial liquidator, or may require the same, or any 
 dt them, t" be proved by the clam, a- ts, and adjourn t 1 
 to a timt to be then fixed : and tbe official 1 1< j 1 1 i- 1 it »r shall (five notice to the 
 oreditoi debts or claim- hai 
 
 24. The official liqui 
 
 claims have nol been allowed up required to 
 
 come in and prove tb to be l 
 
 than four daj b after Buch ' L al 
 
 named, b Li g the time appoints I by the adverti 
 
 (as the oa8e may be) for adju licating np >n such del i ma 
 
 25. The value of such debts and olaii 
 
 the 1 58th seotion of 1 I [mated 
 
 according t" the value thereof at I the order t> wind np the 
 
 oomp 
 
 26. Enteresi on Bnch debts and olaims as shall !>.• allowed shall U 
 puted, as to such of them as o urry u 
 
 carry ; any creditor wl 1 does 
 
 shall be entitled to inti turn pel innum, from 
 
 the date ol the order to wind up the company, out of any assets whioh 
 may remain after satisfy! winding-up, the del 
 
 claims established, and the interest of such di s and olaims as : 
 carry int< r 
 
 •21. Such creditors as come in and prove their debts or claims pursuant to 
 notice from the official liquidator, shall be allow* . in tbe 
 
 same manlier as in the case of debts proved in a i 
 
 28. The result of the adjudication upon debts and claims shall be 
 
 in a certificate to be made by the chief clerk, and oertii any of such 
 
 debts and claims may be made from til All such oertifioati - 
 
 state whether the debts or claims are allowed or disallowed, and whether 
 allowed as against any particular assets, or in any other qualified or special 
 manner. 
 
 List of Contributories. 
 
 29. The official liquidator shall, with all convenient speed after his ap- 
 pointment, or at such time as the judge shall direct, make out and i 
 
 the chambers of the judge a lisl of the contributorii s of the company; and 
 such list shall be verified by the affidavit of the official liquidator, and shall, 
 so far as is practicable, state the respective addresses of, and the number of 
 .-hares or extent of interest to be attributed to each such contributory, and 
 distinguish the several classes of contributories. And such list may from 
 time to time, by leave of tbe judge, be varied or added to, by the official 
 liquidator. 
 
 30. Upon the list of contributories being left at the chambers of the judge, 
 the official liquidator shall obtain an appointment for the judge to settle the 
 same, and shall give notice in writing of such appointment to every person
 
 Order of November, 1862. 689 
 
 included in such list, and stating in what character, and for what numher of 
 shares, or interest such person is included in the list; and, in case any varia- 
 tion, or addition to such list shall at any time be made by the official liquida- 
 tor, a similar notice in writing shall be given to every person to whom such 
 variation or addition applies. All such notices shall be served four clear days 
 before the day appointed to settle such list, or such variation or addition. 
 
 31. The result of the settlement of the list of contributories shall be stated 
 in a certificate by the chief clerk ; and certificates may be made from time 
 to time for the purpose of statin"; the result of such settlement down to any 
 particular time, or as to anv particular person, or stating any variation of the 
 list. 
 
 Sales of Property. 
 
 32. Any real or personal property belonging to the company may be sold 
 with the approbation of the judge, in the same manner as in the case of a sale 
 under a decree or order of the Court in a suit, or, if the judge shall so direct, 
 by the official liquidator ; and, upon any such sale by the official liquidator, 
 the conditions or contracts of sale shall be settled and approved of by the 
 judge, unless he shall otherwise direct; and the judge may, if he thinks fit, 
 direct such conditions and contracts, and the abstract of the title to the 
 property, to be submitted to one of the conveyancing counsel of the Court, 
 under the 2nd of the consolidated general orders, and may, on any sale by 
 public auction, fix a reserved bidding; and, unless on account of the small 
 amount of the purchase moneys or other cause, it shall, having regard to the 
 amount of the security given by the official liquidator, be thought proper that 
 the purchase money shall be paid to him, all conditions and contracts of sale 
 shall provide that the purchase moneys shall be paid by the respective pur- 
 chasers into the Bank of Englaud, ti the account of the official liquidator of 
 the company. 
 
 Calls. 
 
 33. Every application to the judge to make any call on the contributories 
 or any of them, for any purpose authorized by the said Act, shall be made by 
 summons, stating the proposed amount of such call; and such summons shall 
 be served, four clear days at the least before the day appointed for making the 
 call, nn every contributory proposed to be included in such call ; or, if the 
 judge shall so direct, notice of such intended call may be given by advertise- 
 ment. 
 
 34. "When any order for a call has been made, a copy thereof shall be 
 forthwith served upon each of the contributories included in such call, 
 together with a notice from the official liquidator specifying the amount or 
 balance due from such contributory (having regard to the provisions of the 
 said Act) in respect of such call ; but such order need not be advertised unless, 
 for any special reason, the judge shall so direct. 
 
 35. At the time of making an order for a call, the further proceedings 
 relating thereto shall be adjourned to a time subsequent to the day appointed 
 for the payment thereof, and afterwards from time to time so long as may be 
 necessary; and at the time appointed by any such adjournment, or upon a 
 summons to enforce payment of the call, duly served, and upon proof of the 
 service of the order and notice of the amount due, and non-payment, an order 
 may be made for such of the contributories who have made default, or of such 
 of them against whom it shall be thought proper to make such order, to pay 
 the sum which by such former order and notice they were respectively 
 required to pay, or any less sum which may appear to be due from them 
 respectively. 
 
 Payment in of Moneys and Deposit of Securities. 
 
 36. If any official liquidator shall not pay all the moneys received by him 
 into the Bank of England, to the account of the official liquidator of the com- 
 pany, within seven days next after the receipt thereof, unless the judge shall 
 have otherwise directed, such official liquidator shall be charged in his account 
 with ten shillings for every £100, and a proportionate sum for any larger 
 
 E.W. 2 Y
 
 690 Order of November, L862. 
 
 amount, retained in his hi I id such period, for every Beven days 
 
 during which the same shall have betm bo retained, and the judge n 
 any buoIi retention, disallow the Balary or remuneration of such 
 liquidator. 
 
 37. All bills, notes, and other securities payable to the company oj 
 official liquidator thereof shall, as e ey shall c ime to the bands of snob 
 official liquidator, be deposited by him in the Bank of England for the pur- 
 
 of being presented by the bank for acceptance and payment, or for 
 paymenl only, aa the case may be. 
 
 38. All orders for payment of '-.ill-. or other moneys due from 
 anj contributory or other person, shall direci the Bame to !»• paid into the 
 Bank of England, to the account of the official liquidator of the company, 
 unless <»n account of the Bmallnesa of the amount or other cause, it .-hall. 
 baving regard to the amount of the Becurity giv< n by the official liquidator, be 
 thought proper to direot payment then ifficial liquidator. Pi 
 
 that w here any Buoh order has been made directing payment of a specific sum 
 into the Ba England, in oase it shall be thought proper for the purpose 
 
 ling the official liquidator I 
 to enforoe the paj ment thereof, or for any other reason, an order mai , either 
 
 service of 'such former order, or after the time thereby fixed for pay- 
 ment, be made, without For paymenl ime ram to the official 
 liquidator. 
 
 39. At tlic time of the service of any order for payment into t hi' Bank of 
 England, the official liquidator Bhall give to the party Berved a notice, to the 
 purporl or effect Bet forth i 40 in the third schedule hereto, for 
 the purpose of informing him how the payment ia to be made; and before the 
 time fixed for Buoh payment, the offioial liquidator shall furnish the cashier 
 
 Bank of England with a certific ite, to the purport or • I rth in 
 
 Form No. 11 in the third schedule hereto, I by such cashier, and 
 
 delivered to the party paying in the money therein mentioned. 
 
 40. For the purpose of enforcing any order for payment of money into the 
 Bank of England, an affidavit of the official liquidator, to the purport <<r effect 
 Bet forth in Form No. 43 in the third schedule hereto Bhall I"- sufficient 
 evidence of the non-payment thereof. 
 
 41. All moneys, bills, notes, and other securities paid and delivered into 
 the Bank of England, shall be placed to the credit of the account of the a 
 liquidator of the company: and orders for any such payment and delivery 
 shall direct the Bame accordingly. 
 
 Delivery out of Securities, and Payment out and Investment of Moneys. 
 
 42. All bills, notes, and ether securities delivered into the Bank of Eng- 
 land, shall be delivered out upon a request signed 1>\ 1 liquidator, 
 and countersigned by the chii f cl< rk of the juilire ; and moneys placed to the 
 account of the official liquidator shall be paid out upon cheques or i 
 signed by the official liquidator, and countersigned by the chief clerk of the 
 judge. 
 
 43. All or any part of the money for the time being standing to the credit 
 of the account of the official liquidator at the Bank of England, and not 
 immediately required fur the purposes of winding-up. may be invested in the 
 purchase of Bank £3 per Cent. Annuities, Keduced £3 per Cent. Annuities, 
 New £3 per Cent. Annuities, or New £2 10s. per Cent. Annuities, in the name 
 of the official liquidator, or in the purchase of exchequer bills. All such 
 investments shall be made by the Bank of England, upon a request signed by 
 the official liquidator, and countersigned by the chief clerk of the judge, and. 
 which request shall be a sufficient authority for debiting the account with the 
 purchase money ; and such exchequer bills, and in case of an exchange 
 thereof any new exchequer bills, shall be retained by or deposited with the 
 Bank of England, in the name and on behalf of the official liquidator ; and 
 such annuities or exchequer bills shall not afterwards be sold or transferred or 
 otherwise dealt with except upon a direction for that purpose, signed by the 
 official liquidator, and countersigned by the chief clerk of the judge, or under 
 an order to be made by the judge.
 
 Order of November, 1862. 691 
 
 44. All dividends and interest to accrue due upon any such annuities, shall 
 from time to time be received by the bank of England, under a power of 
 attorney to be executed by the official liquidator, and placed to the credit of 
 the account of such official liquidator ; and such of the exchequer bills as shall 
 from time to time be in course of payment, shall be delivered by the Bank of 
 England to one of their cashiers, who is to receive the interest due thereon, 
 and exchange the same for new bills, in case such new bills are issued, or 
 otherwise to receive the principal and interest due on such of the said bills so 
 in course of payment, as cannot be exchanged, and pay the said interest, or 
 principal and interest, as the case may be, into the Bank of England to the 
 credit of the account of the official liquidator of the company. 
 
 Meetings of Creditors or Contributor ies. 
 
 45. When the judge shall direct a meeting of the creditors or contributories 
 of the company to be summoned under the 91st or 149th section of the said 
 Act, the official liquidator shall give notice in writing seven clear days before 
 the day appointed for such meeting, to every creditor or contributory, of the 
 time and place appointed for such meeting, and of the matter upon which the 
 judge desires to ascertain the wishes of the creditors or contributories; or, if 
 the judge shall so direct, such notice may be given by advertisement, in which 
 case the object of the meeting need not be stated, and it shall not be necessary 
 to insert such advertisement in the London Gazette. 
 
 46. The votes of the creditors or contributories of the company at any meet- 
 ing summoned by the direction of the judge may be given either personally or 
 by proxy ; but no creditor shall appoint a proxy who is not a creditor of the 
 company whose debt or claim has been allowed, and no contributory shall 
 appoint a proxy who is not a contributory of the company. 
 
 47. The direction of the judge for any meeting of creditors or contributories 
 under the 91st or 149th section of the said Act, and the appointment of a 
 person to act as chairman of any such meeting, shall be testified by a 
 memorandum signed by the chief clerk of the judge. 
 
 Direction or Sanction of the Judge. 
 
 48. The sanction of the judge to the drawing, accepting, making, and 
 endorsing of any bill of exchange or promissory note by any official liquidator 
 shall be testified by a memorandum on such bill of exchange or promissory 
 note, signed by the chief clerk of the judge. 
 
 49. Every application for the sanction of the judge to a compromise with 
 any contributory or other person indebted to the company, shall be supported 
 by the affidavit of the official liquidator that he has investigated the affairs 
 of such contributory or person, and stating his belief that the proposed com- 
 promise will be beneficial to the company, and his reasons for such belief ; and 
 the sanction of the judge thereto shall be testified by a memorandum, signed 
 by the chief clerk of the judge on the agreement of compromise, unless any 
 jjarty shall desire to appeal from the decision of the judge, in which case an 
 order shall be drawn up for that purpose. 
 
 50. The direction or sanction of the judge for any other proceeding or act 
 to be taken or done by the official liquidator, shall be obtained upon summons, 
 and an order shall be drawn up thereon, unless the judge shall otherwise 
 direct. 
 
 Applications to the Court or Judge under ss. 137, 138, 141, 1G7, and 168 
 of the Act. 
 
 51. Every application under the 137th, 138th, or 141st section of the said 
 Act shall be made by petition or motion, or, if the judge shall so direct, by 
 summons at chambers ; and every application under the 167th or 16Sth section 
 of the said Act shall be made by petition. 
 
 Orders. 
 
 52. All orders made in chambers shall be drawn up in chambers, unless 
 specially directed to be drawn up by the registrar, and shall be entered in 
 the same manner, and in the same office, as other orders made in chambers.
 
 692 Order of November, 1862. 
 
 Adm i tin nu nt$. 
 
 53. Wlien an advertisement is required for any purpose, exoepl where other- 
 wise directed by these rules, the advertisement shall be inserted onoe in tbe 
 T/ondon Oaeette, ami in Buoh other newspaper "r newspaper*, and foi such 
 number of times as may be directed. The judge may, in buc ■ shall 
 think tit, dispense with any advertisement required by tie—' rules. 
 
 Admission of Doeumi 
 
 54. Any party to any proceeding in Court or ohambers relating to the 
 winding-up of a company may, by notioe in writing in the Form No. <'<. in 
 Schedule N. to the Consolidati I I ;< m ral Orders (a), "i t" il" like eff 
 
 on any oth< r party thereto competent t>> admit tic .-am-, t" admit any doou- 
 menl Baving all just exceptions; and in o tae of refusal or ni gl< ot so to admit. 
 the costs of proving Buch documents shall be paid by the party bo refui 
 negleoting, unless the judge shall be of opinion that the refusal to admit was 
 reasonable; and no oosts of proving any document shall be allowed unless 
 
 such notice shall have been [riven, except in cast - where th nisaiom * 
 
 buch notioe has been, in tie' opinion of the taxing-master, a saving of 
 expense. 
 
 trite. 
 
 55. Where an order shall have been made fur the winding-up of any com- 
 pany, any person intending t" use any affidavit in any proceeding under such 
 order, shall tile the same in tin- Beo rd and Writ Clerks' Office (5), and give 
 notice thereof to the offioial liquidator. The person, other than the official 
 liquidator, filing the affidavit shall not be required to take an offii 
 thereof, hut an office copy thereof shall be taken by tie- offioial liquidator, and 
 ho shall produce the same at tie' bearing of any application or proceeding 
 upon which it is intended to he used, unless the judge shall otherwise direct. 
 
 CertifieaU of Chief Clerk. 
 
 56. The 48th. 49th, 50th, 51st, 52nd, and 55th rides of tie- 35th of the 
 Consolidated General Order.-, shall apply to all certificates of tie- chief clerk 
 in the matter of the winding-up of any company ; nevertheless, c< rtific I 
 passing the official liquidator's accounts may he approved and signed by the 
 judge without delay, and upon being so sigued, shall be tiled and forthwith 
 acted upon. 
 
 Note. — Rule 48 of the 35th Consolidated Order is now represented by ride 
 (V7 of Order 55 of tbe Rules of the Supreme Court ; and rubs 52 and 55 of tbe 
 35th Consolidated Order are now represented by rule 70 of Order 55. Tbe 
 other rules here mentioned are not revived by the present orders. 
 
 Register ami File of Proceedings. 
 
 57. A register shall be kept of all proceedings in the judge's chambers, in 
 each matter, in the same manner as required by the 57th rule of the 35th of 
 the Consolidated General Orders, and no documents or proceedings are to be 
 tiled in the judge's chambers, unless the judge shall otherwise direct. 
 
 Nott . -The 57tb rule of the 35th Consolidated Order is now represented by 
 Order 55, rule 73. 
 
 58. All orders, exhibits, admissions, memorandums, and office copies of 
 affidavits, examinations, depositions, and certificates, and all other documents 
 relating to tbe wiuding-up of any company, shall bs filed by the official 
 liquidator, as far as may be, in one continuous file, and sucb file shall be kept 
 by bim or otherwise, as tbe judge may from time to time direct. Every con- 
 tributory of tbe company, and every creditor thereof whose debt or claim has 
 been allowed, shall be entitled, at all reasonable times, to inspect such file free 
 of charge, and, at bis own expense, to take copies or extracts from any of the 
 
 (a) See now R. S. C, App. B. Form 11. 
 
 (b) Now the central office of the Supreme Court of Judicature.
 
 Order of November, 1862. 693 
 
 documents comprised therein, or to be furnished with such copies or extracts 
 at a rate not exceeding three half-pence per folio of seventy-two words; and 
 such file shall be produced in Court, or before the judge, and otherwise, as 
 occasion may require. 
 
 Provisional Official Liquidators. 
 
 59. All the above rules relating to official liquidators shall, so far as the 
 same are applicable, and subject to the directions of the judge in each case, 
 apply to provisional official liquidators. 
 
 Attendance and Appearance of Parties. 
 
 60. Every person, for the time being, on the list of contributories of the 
 company, left at the chambers of the judge by the official liquidator, and 
 every person having a debt or claim against the company, allowed by the 
 judge, shall be at liberty, at his own expense, to atteud the proceedings 
 before the judge, and shall be entitled, upon payment of the costs occasioned 
 thereby, to have notice of all such proceedings as lie shall by written request 
 desire to have notice of ; but if the judge shall be of opinion that the at- 
 tendance of any such person upon any proceeding has occasioned any 
 additional costs which ought not to be borne by the funds of the company, 
 he may direct such costs, or a gross sum in lieu thereof, to be paid by such 
 person; and such person shall not be entitled to attend any further proceed- 
 ings until he has paid the same. 
 
 61. The judge may from time to time appoint any one or more of the 
 contributories, or creditors, as he thinks fit, to represent before him, at the 
 expense of the company, all or any class of the contributories or creditors, 
 upon any question as to a compromise with any of the contributories or 
 creditors, or in and about any other proceedings before him, relating to the 
 winding-up of the company, and may remove the person or persons so ap- 
 pointed. In case more than one person shall be so appointed, they shall 
 unite in employing the same solicitor to represent them. 
 
 62. No contributory or creditor shall be entitled to attend any proceedings 
 at the chambers of the judge, unless and until he has entered in a book to be 
 kept there for that purpose his name and address, and the name and address 
 of his solicitor (if any), and upon any change of his address or of his solicitor, 
 his new address, and the name and address of his new solicitor. 
 
 Services of Summonses, Notices, &c. 
 
 63. Services upon contributories and creditors shall be effected (except 
 when personal service is required) by sending the notice, or a copy of the 
 summons or order or other proceeding, through the post in a pre-paid letter, 
 addressed to the solicitor of the party to be served (if any) or otherwise to the 
 party himself at the address entered or last entered pursuant to the preceding 
 rule ; or if no sucli entry has been made, then, if a contributory, to his last 
 known address or place of abode ; and if a creditor, to the address given by 
 him, pursuant to the foregoing rule 20 ; and such notice, or copy summons, 
 order, or other proceeding shall be considered as served at the time the same 
 ought to be delivered in the due course of delivery by the post-office, and 
 notwithstanding the same may be returned by the post-office. 
 
 64. No service under these rules shall be deemed invalid by reason that 
 the Christian name, or any of the Christian names of the person on whom 
 service is sought to be made has been omitted, or designated by initial letters, 
 in the list of contributories, or in the summons, order, notice, or other docu- 
 ment wherein the name of such contributory or creditor is contained, provided 
 the judge is satisfied that such service is in other respects sufficient. 
 
 Termination of Winding-up. 
 
 65. Upon the termination of the proceedings in chambers for the winding- 
 up of any company, a balance-sheet shall be brought in by the official liqui- 
 dator of his receipts and payments, and verified by his affidavit ; and the 
 official liquidator shall pass his final account, and the balance (if any) due 
 thereon shall be certified. And upon payment of such balance, in such
 
 694 Order of Xoccu,!,,,-, lxt;-2. 
 
 manner as the Court or judge shall direct, tin- r< r '1 into by 
 
 tin- official liquidator and his Buretiea may be vac 
 
 66. When tin- official liquidator has passed hi- final account, and the 
 balance (if any) certified to i" due thi reon baa been paid in Mich manner as 
 the judge shall direct, a certificate .-hall !><■ made by the chief clerk, that the 
 
 affairs of tin opany hav< been oomplelely wound up; ami in case the 
 
 company has no! been already dissolved, tin- official liquidator shall, imme- 
 diately after such certificate has beoome binding, apply to the judge for an 
 order that tin- companj be dissolved from the date or such order. 
 
 67. "When the proceedings for winding-up any oompany have been com- 
 pleted, the file of proceedings, and the book containing the offioial liquidator's 
 account, shall be deposited in Ma- record ami writ ol< rks' offioe (a). 
 
 Duties of Solicit r of Q '.•/■•' Liquidator. 
 
 68. Thr solicitor of the official liquidator shall conducl all such proceedings 
 as arc ordinarily conduoted by solicitors <■! the ( fcrarl ; ami where the attend- 
 ance of liis solicitor is required on any proceeding in ( "- -n rt or chambers, the 
 official Liquidator Deed not attend in person, exoepl incases where bispri 
 
 is in r, ssarj in addition to that of his solicitor, <>r tin- judge Bhall direct him 
 to attend. 
 
 / 1 raw. 
 
 69. The terms set forth <>r referred to in thr third Bohedul rders, 
 with such variations as the oircumstan b oaee may require, may be 
 
 used for the respective purposes mentioned in such schedule. 
 
 70. Solicitors .-hall be entitled t" chargi . and be allowed the fees set forth 
 and referred to in the first schedule hereto, unit.-- I rt or judge shall 
 otherwise specially direct. 
 
 71. The fees of Court set forth and referred to in the second schedule 
 
 hereto, shall he paid in relation to pr ledings in the Court of Chancery 
 
 under the Companies Act, 1862, and shall he collected by means of stamps, 
 in the manner prescribed by the 39th of the Consolidated GK mral Orders. 
 
 Taxation of Co>ts. 
 
 72. "Where an order is made in Court or chambers for payment of any 
 costs, the order shall direct the taxation thereof by the taxing-master; except 
 in cases where a gross sum in lieu of taxed c Bte is fixed by the order, in 
 
 accordance with the 37th rule of the 40th of the Consolidated General Orders. 
 Note. — The rule here mentioned is now represented by Order 65, rule 23. 
 
 Power of Judge. 
 
 73. The power of the Court, and of the judge sitting in chambers, to 
 enlarge or abridge the time for doing any act, or taking any proceeding, 
 to adjourn, or review any proceeding and to give any direction as to the 
 course of proceeding, is unaffected by these rules. 
 
 General Directions. 
 
 74. The general practice of the Court, including the course of proceeding 
 and practice at the judges' chambers, as provided by the statute loth and 16th 
 Victoria, chapter SO, and the general orders of the Court relative thereto, 
 shall, in cases not provided for by the Companies Act, 1 862, or these rules, and 
 so far as the same are applicable, and not inconsistent with the said Act, or 
 these rules, apply to all proceedings for winding-up a company. 
 
 Application of Rules. 
 75. These rules apply only to proceedings under the Companies Act. 18(32. 
 
 (a) Xow the central office of the Supreme Court of Judicature.
 
 Order of March, 1868. 695 
 
 Commencement of Rules. 
 
 76. These rules shall take effect and come iuto operation on and after the 
 25th day of November, 1862. 
 
 Interpretation. 
 
 77. The 1st rule of the 23rd of the Consolidated General Orders, and the 
 general interpretation clause therein, shall be deemed to extend and apply to 
 the rules of this order ; and such rules shall have the effect of, and be deemed 
 to be general orders of the Court. 
 
 THE FIRST SCHEDULE. 
 
 Fees and Charges to be allowed to Solicitors (a). 
 
 THE SECOND SCHEDULE. 
 
 Fees to be Collected by means op Stamps. 
 
 (But see new Order as to Supreme Court Fees, 1884, by which these stamps 
 
 are altered.) 
 
 THE THIRD SCHEDULE. 
 
 The forms in this Schedule which are still of use will be found with the other 
 forms in another part of this work. 
 
 GENERAL ORDER AND RULES. 
 
 Saturday, the 21st day of March, 1868. 
 
 Petitions for Winding-up. 
 
 1. Every petition which shall, after this order comes into operation, be Title of 
 presented for the winding-up of any company by the Court, or subject to the winding-up 
 supervision of the Court, and all notices, affidavits, and other proceedings pe 1 lon " 
 under such petition, shall be intituled in the matter of " The Companies 
 
 Acts, 1862 and 1867," and of the company to which such petition shall 
 relate. 
 
 Petition to Eeduce Capital. 
 
 2. Every petition for an order confirming a special resolution for reducing 
 the capital of a company, and all notices, affidavits, and other proceedings 
 under such petition, shall be intituled in the matter of the Companies Act, 
 1867, and of the company in question. 
 
 3. No su3h petition as mentioned in the 2nd rule of this order shall be 
 placed in the list of petitions by the secretary of the Lord Chancellor or of 
 the Master of the Eolls, as the case may be, until alter the expiration of 
 eight clear days from the filing of such certificate as is mentioned in the 14th 
 rule of this order. 
 
 4. When any such petition as last aforesaid has been presented, application 
 may be made, ex parte by summons in chambers, to the judge to whose 
 Court the petition is attached, for directions as to the proceedings to be 
 
 (a) See now R. S. C. 1883, 0. 05, of fees is now governed by the last- 
 rr. 8, 9 ; and 0. 65, r. 27, No. 37. All mentioned rules, so that the above will 
 the taxing-masters hold that the scale not apply.
 
 696 Order of March, 18G8. 
 
 taken for settling the list of creditors entitled to object to the proposed 
 reduction, and the judge may thereupon fix the date with reference to which 
 the list of such creditors is to be made out, pursuant to the 13th section of 
 the Companies Act, 1867; anil may, either at the same time or afterwards, 
 as he shall think fit, give such directions as are mentioned in the 5th and 
 6th rules of this order. The order upon such summons may be in the Form 
 No. 1 in the schedule hereto, with such variations as the circumstances of 
 the case may require. 
 
 5. Xotice of the presentation of the petition shall be published at such 
 times, and in such newspapers as the judge shall direct, so that the first 
 insertion of such notice be made not less than one calendar month before the 
 day of the date fixed, as mentioned in the 4th rule of this order. Such 
 notice may be in the Form No. 2 in the schedule hereto, with such variations 
 as the circumstances of the case may require. 
 
 6. The company Bhall, within such time as the judge shall direct, file in 
 the office of the clerics of records and writs, an affidavit made by some officer 
 or officers of the company competent to make the same, verifying a list 
 containing the names and addresses of the creditors of ihe company at the 
 date fixed as mentioned in the 4th rule of this order, and the amounts due to 
 them respectively, and leave the said list and an office copy of such affidavit, 
 at the chambers of the judge. 
 
 7. The person making such affidavit shall state therein his belief tl at such 
 list is correct, and that there was not at the date so fixed as aforesaid any 
 debt or claim which, if that date were the commencement of the winding-up 
 of the company, would be admissible in proof against the company, except 
 the debts set forth in such list, and shall slate his means of knowledge of the 
 matters deposed to in such affidavit. Such affidavit may be in the Form 
 No. 3 in the schedule hereto, with such variations as the circumstances of the 
 case may require. 
 
 8. Copies of such list containing the names and addresses of the creditors, 
 and the total amount due to them, but omitting the amounts due to them 
 respectively, or (as the judge shall think fit) complete copies of such li.-t, 
 shall be kept at the registered office of the company and at the offices of their 
 solicitors and London agents (if any), and any person desirous of inspecting 
 the same may at any time during the ordinary hours of business, inspect and 
 take extracts from the same on payment of the sum of one shilling. 
 
 9. The company shall, within seven days after the filing of such affidavit, 
 or such further time as the judge may allow, send to each creditor whose 
 name is entered in the said list, a notice stating the amouut of the proposed 
 reduction of capital, and the amount of the debt for which such creditor is 
 entered in the said list, and the time (such time to be fixed by the judge) 
 within which, if he claims to be a creditor for a larger amount, he must send 
 in his name and address, and the particulars of his debt or claim, and the 
 name and address of his solicitor (if any) to the solicitor of the company; 
 and such notice shall be sent through the po^t in a prepaid letter addressed 
 to each creditor at his last known address or place of abode, aud may be in 
 the form or to the effect of the Form No. 4, set foith in the srhedule hereto, 
 with such variations as the circumstances of the case may require. 
 
 10. Notice of the list of creditors shall, after the tiling of the affidavit 
 mentioned in the 6th of these rules be published at such times, and in such 
 newspapers, as the judge shall direct. Every such notice shall state the 
 amount of the proposed reduction of capital, aud the places where the afore- 
 said list of creditors may be inspected, and the time within which creditors 
 of the company who are not entered on the said list, and are desirous of 
 being entered therein, must send in their names aud a idresses, and the 
 particulars of their debts or claims, and the names and addresses of their 
 solicitors (if any) to the solicitor of tbe company ; and such notice may be in 
 the Form No. 5, set forth in the said schedule hereto, with such variations as 
 the circumstances of the case may require. 
 
 11. The company shall, within such time as the judge shall direct, file in 
 the office of the clerks of records and writs an affidavit made by the person 
 to whom the particulars of debts or claims are by such notices as are
 
 Order of March, 1868. G97 
 
 mentioned in the 9th and 10th rules of this order, required to be sent in, 
 stating the result of such notices respectively, and verifying a list continuing 
 the names and addresses of the persons (if any), who shall have sent in tin- 
 particulars of their debts or claims iu pursuance of such uotices respectively, 
 and the amounts of such debts or claims, and some competent officer or 
 officers of the company shall join in such affidavit, and shall in such list 
 distinguish which (if any) of such debts and claims are wholly or as to any 
 and what part thereof, admitled by the company, and which (if any) of such 
 debts and claims are wholly, or as to any and what part thereof, disputed by 
 the company. Such affidavit may be in the Form No. G in the schedule 
 hereto, with such variations as the circumstances of the case may require ; 
 and such list and an office copy of such affidavit shall, within such time as 
 the judge shall direct, be left at the chambers of the judge. 
 
 12. If any debt or claim, the particulars of which are so sent in, shall not 
 be admitted by the company at its full amount, then, and in every such case, 
 unless the company are willing to set apart and appropriate in such manner 
 as the judge shall direct, the full amount of Mich debt or claim, the company 
 shall, if the judge think fit so to direct, send to the creditor a notice that he 
 is required to come in and prove such debt or claim, or such part thereof as 
 is not admitted by the company by a day to be therein named, being not less 
 than four clear days after such notice, and being the time appointed by the 
 judge for adjudicating upon such debts and claims, and such notice shall be 
 sent in the manner mentioned in the 9th rule of this order, and may be in 
 the Form No. 7 in the schedule hereto, with such variations as the circum- 
 stances of the case may require. 
 
 13. Such creditors as come in to prove their debts or claims iu pursuance 
 of any such notice as is mentioned in the 12th of these rules, shall be allowed 
 their costs of proof against the company, and be answerable for costs, iu the 
 same manner as in the case of persons coming in to prove debts under a decree 
 in a cause. 
 
 14. The result of the settlement of the list of creditors shall be stated in a 
 certificate by the chief clerk, and such certificate shall state what debts or 
 claims (if any) have been disallowed, and shall distinguish the debts or 
 claims the full amount of which the company are willing to set apart and 
 appropriate, and the debts or claims (if any) the amount of which has been 
 fixed by inquiry and adjudication in manner provided by sect. 14 of the said 
 Act, and the debts or claims (if any) the full amount of which is not 
 admitted by the company, nor such as the company are willing to set apart 
 and appropriate, and the amount of which has not been fixed by inquiry and 
 adjudication as aforesaid; and shall show which of the creditors have con- 
 sented in writing to the proposed reduction, and the total amount of the 
 debts due to them, and the total amount of the debts or claims--, the payment 
 of which has been secured in manner provided by the said 1-Jth section, and 
 the persons to or by whom the same are due or claimed; but it shall nol be 
 necessary to show in such certificate the several amounts of the debts or 
 claims of any persons who have consented in writing to the proposed reduction 
 or the payment of whose debts or claims has been secured as aforesaid. 
 
 15. After the expiration of eight clear days from the filing of such last- 
 mentioned certificate, the petition may be placed in the list of petitions upon 
 a note from the chief clerk to the secretary of the Lord Chancellor or of the 
 Master of the Kolls, as the case may be, stating that the certificate has been 
 filed and become binding. 
 
 16. Before the hearing of the petition, notices stating the day on which 
 the same is appointed to be heard shall be published at such times and in 
 such newspapers as the judge shall direct. Such uotices may he in the Form 
 No. S, in the schedule hereto, with such vacations as the circumstances of 
 the case may require. 
 
 17. Any creditor settled on the said list whose debt or chum has not. 
 before the hearing of the petition, been discharged or determined, or been 
 secured in manner provided by the 1-lth section of the s .id Act, and who has 
 not before the hearing signed a consent to the proposed reduction of capital, 
 may, if he think fit, upon giving two clear days' notice to the solicitor of the
 
 698 Order of March, 1868. 
 
 oompany of his intention bo to do, appear at the hearing of the petition and 
 oppose the application. 
 
 18. Where a creditor 'who the hearing under th< 
 
 rule is a creditor, the full amount of whose * 1* - 1 • t or claim is col admitted by 
 the company, and the validity of such debt or claim has nol been inquired 
 into and adjudicated upon under seot. II of th< said Aot, the costs of and 
 occasioned l>y his appearance shall be dealt with as to the Oourl .-hull seem 
 just, but in ;ill other cases a creditor appearing nnder the last-preceding 
 rule shall be entitled to th< icb appearance, unless the Court ahaO 
 
 be of opinion thai in the circumstances of the particular case his 
 not to be allow* d. 
 
 19. When the petition oomes on to be heard, the Court may, if it shall so 
 think fit, give Buch directions as may seem proper with reference to the 
 securing in manner mentioned in - ot i I ^ot, the payment of the 
 debts or claims of an] oreditors who do nol oonsent to the proposed reduc- 
 tion; ami the further hearing of the petition may, if the Court .-hall think 
 tit, be adjourned for the purpose of allowing any - bu with 
 reference to the securing, in manner afon said, the payment of such debts or 
 
 claims. 
 
 20. Where the Court makes an order confirming a reduotion, such order 
 shall give directions, in what mann< r and in what newspapers, and at what 
 
 times, notice of the registration of the order, and of such minute as mentioned 
 in the L5th Bection of the Companies Act, 1867, is to be published; and Bhall 
 
 fix the date until which the words " and reduced " are to be deemed pan of 
 
 the name of the company, a- mentioned in the 1 0th section of the same Act. 
 
 21. Solicitors shall be entitled and be allowed for duties per- 
 formed under the Companii - a ■:. 367, the same fees as they .-hall for the 
 time being be entitled t.> charge, and be allow e like dnti 
 formed under the Companies Act, 1SG2, unless the Court or Judge shall 
 otherwise specially din et. 
 
 22. The same "fees of Court shall be paid in relation to proceedings in 
 Chancery under the Companies Act. 1867, as .-hall for the time being be 
 payable in relation to like proceedings in Chancery under the Companies 
 Act, 1862, and shall he collected by stamps in manner provided by the 
 general orders of the Court. 
 
 Gh ncral Direct 
 
 23. The general orders and practice of tin- Court, including the course of 
 proceeding and practice in the judges' chambers, shall, in cases not provided 
 for by the Companies Act, 1SG7, or tbese Rules, so far as such orders and 
 practice are applicable, and not inconsistent with the said Act or with tbese 
 Rules, apply to all proceedings in tbe Court of Chancery under the said Act. 
 
 24. The power of tbe Court and of the judge sitting in cbambers to enlarge 
 or abridge the time for doiug any act or taking any proceeding, to adjourn 
 or review any proceeding, and to give any direction as to the course of pro- 
 ceeding, sball be the same in proceedings under the Companies Act, 1867, 
 as in proceedings under tbe ordinary jurisdiction of the Court. 
 
 Commencement of Order. 
 
 25. This order sball take effect and come into operation on the 15th day 
 of April, 1S6S, and shall apply to all proceedings in Chancery under the said 
 Act, whether commenced before or after that day, but every proceeding taken 
 under the said Act before that day sball have the same validity as it would 
 have bad if this order bad not been made. 
 
 Interpretation. 
 
 26. The general interpretation clause of the Consolidated General Orders 
 sball be deemed to extend and apply to the rules of this order, and this order 
 shall be deemed a general order of this Court.
 
 INDEX. 
 
 ABANDONMENT 
 
 of business of company, 23 : and see Substratum of Company. 
 
 wishes of shareholders consulted as to, 23. 
 of debenture-holder's action, 470. 
 of one of several objects, 22. 
 of purpose, what amounts to, 22. 
 of Railways Act, 7 and n. 
 of railway, right to parliamentary deposit, 118. 
 
 ABORTIVE 
 
 company, winding-up of, 8, 22. 
 
 whether unregistered company, 8. 
 
 contributory of, 126, 
 
 claims of promoter and his solicitor for services, 113. 
 scheme, costs thereon not given, 256 n. 
 
 ABROAD : see Foreign, 
 
 bill of exchange dishonoured, damages, 115 n. 
 business carried on, not commenced here, 22. 
 contributory intending to abscond, 162. 
 
 form of order in case of, 162 n. 
 dealings witli property, after winding-up, 81. 
 
 ABSCONDING CONTRIBUTORY, 
 arrest of, 162. 
 
 ACCEPTANCE, 
 
 dishonouring by company, sign of inability to pay debts, 29. 
 
 ACCOUNTANTS, 
 
 liability for errors, 212 n. 
 
 ACCOUNTS : see Liquidator ; Board of Trade ; Treasury ; Committee 
 
 of Inspection, 
 accounts and audits, rules as to, 367, 370. 
 annual, of receipts, &c, under Act of 1890. .295. 
 companies' liquidation, 282. 
 
 rules as to, 348. 
 copies of, costs of printing, 371. 
 enforcing, application to Court for, 367. 
 final, on termination of company, 291, 643. 
 
 inspection of, effect of winding-up on clause in articles as to, 8G. 
 liquidator's, see Liquidator. 
 
 audit and inspection, 290. 
 
 passing, 418, 687. 
 
 form, verification and filing, 290.
 
 700 Indi >■. 
 
 AOOOUNTS-Tconitntted. 
 
 liquidator's— cant inn* d. 
 
 regulation of, by Court, 030. 
 
 dn liis resignation, '->~'l. 
 
 Rules uf Court, 1883, as to, 367, 370. 
 
 particular estates, 289. 
 
 under supervision must render indi r 1890 Act, 128. 
 
 receiver's in debenture action, 480: ■-• alto Receiver. 
 rectification of register, and in case of mortgage bj deposit, 231 n. 
 stati'iufui of. wiili agreement for Bet-off is good payment for shares, 
 
 L28, 129. 
 voluntary winding-up, in, 1 13. 
 
 meeting t<> consider, 1 13. 
 winding-up under supervision, in. 128, 129. 
 special manager's, 382. 
 
 ACQUIESCENCE, 
 
 equity to rescind contract fur shares, Lost by, 103. 
 conditional allotment "for agreement for shares, in, L66, 167. 
 
 infant, by, 172 
 
 irregular forfeiture, in, 171. 
 rectification of register afb r, 232. 
 
 ACT, 
 
 companies inco ii I' .rat id by, 8, 1". 
 special claims in respect of obtaining, 95. 
 
 ACT OF 1890. .263. 
 
 application of, 297. 
 
 as to unclaimed assets, 286: 866 Cnclaimed Assets. 
 repeals by, 298, 304. 
 time for operation, 298. 
 objects of, 1, 2. 
 
 Courts having jurisdiction under, 263. 
 
 does not affect a winding-up voluntarily, or under supervision, 1, 401, 
 419. 
 
 ACTION, 
 
 company in liquidation, by or against, 58. 
 company's, against member, declaration in, 031. 
 
 institute, who can, in name of company, 02 
 continuance of, after winding-up, 62. 
 counter-claim in. 01. 
 consolidated with winding-up, cannot be, 62. 
 after winding-up order made, ;">S seg., 65, 033, 053. 
 against third party and company, 58. 
 application to stay, 00. 
 how made, GO. 
 costs of, 75. 
 California, in, 5S n. 
 
 companies not formed under the Act, in case of, 7:!. 
 costs of, 75. 
 
 if leave refused, 75. 
 how paid, 75. 
 dismissal of, for want of prosecution no bar to claim in winding-up, 
 
 62, 114. 
 general rule as to, 59. 
 leave to continue, how procured, 60. 
 when given, 59. 
 when not given, 59. 
 
 appeal, 61.
 
 Index. 
 
 701 
 
 ACTION — continued. 
 
 , after winding-up order made— continued. 
 leave to continue — continued. 
 
 examples as to, 61. 
 
 for foreclosure by equitable cbargee, 61 
 by alleged first mortgagees having leave to attend 
 proceedings, 61. 
 leave to commence, how procured, 60. 
 affidavit, 60 n. 
 costs of, 75. 
 after voluntary winding-up, 75. 
 Scotch, 58 n. 
 debenture-holders by, 61. 
 
 on covenant in debenture, 467. 
 
 for forclosure or sale, by debenture-holder, 61, 99, 467. 
 must be brought in Chancery Division, 469. ' 
 assigned to Williams, J., if winding-up begun, 469. 
 leave necessary to continue, 469. 
 plaintiff must sue for himself and other debenture-holders 470. 
 procedure where some debenture-holders dissent, 470.' 
 where several series of debentures, 470. 
 when leave necessary to bring, 469, 470. 
 writ, what it should specify, 470. 
 plaintiffs and defendants who should be made, 470. 
 plaintiff is dominus litis ; his powers, 470. 
 position if his title weak, 470. 
 counter-claim, effect of, 470. 
 whether receiver in debenture action should commence, 478 479 480 
 for debts due to receiver, by whom brought, 479. 
 delay in bringing, 63. 
 directors against, 
 
 not stayed after winding-up order, 62. 
 for misfeasance, 216. 
 dividends paid out of capital, 418. 
 
 clause in articles enabling, to bring, effect of winding-up on, 86. 
 disputed debt, 26. r ' 
 
 liquidator, by, for debt, counter-claim and set-off, 61. 
 against directors, 62. 
 
 for wages for work done for benefit of estate, not 
 restrained, 95. 
 impeach sale of reconstructing company's assets, 438. 
 malicious petition, 57. 
 restraining, pending petition, 58, 633, 653. 
 
 in compulsory winding-up, 58, 74, 633, 653. 
 in winding-up under supervision, 58. 
 in foreign Court, 59. 
 on ex parte application, 60. 
 practice, 74. 
 
 quasi criminal proceedings, 58. 
 
 Board of Trade inquiry to ascertain solvency of promoters, 59. 
 Sect. 38 of Act of 1867, under, 180. 
 supervision, after winding-up under, 58, 425 
 threat of, 41, 51, 52, 66, 423. 
 transfer of : see Transfer. 
 
 unregistered company : see Unregistered Company. 
 voluntary winding-up, after, 74, 257, 409. 
 
 winding-up, after: see supra "after winding-up order made " and "re- 
 straining." 
 
 ACTUARIES, 
 
 liability for errors, 212 n. 
 
 of savings banks, fraud of, 213.
 
 702 I'" 1, '• 
 
 ADAPTATION 
 
 of expressions in rales under Act of 1862.. 385. 
 
 ADJor i:\miat 
 
 from Chambers to < iourt, or pt 3 L2. 
 
 of bearing of petition, disputed debt, 26. 
 of meetings, 303, ::39. 
 
 ADJUDICATION 
 
 of debts, 357 : - I ' 
 
 documents tt quired on, 354, 
 time for, 359, 360. 
 
 tttary winding-up, in, 413. 
 
 ADJUSTMEH I. 
 
 calls for, of rights of oontributories, 183, 185 
 of rights of oontributories, l.~> ,; . 
 what musl : red in Bottling, 156. 
 
 limited to claims between oontributories us such, l 
 in industrial Booii tii b, 159 seq. 
 ff in, 187. 
 
 A.DMINISTB \ I l"\ 
 
 f estate i I Bhareholder by liqui lator, II.. 148 
 
 liability of executors and administrators, 126 n., 117. 148, IT: 1 . 
 transfer of Bhares bj r administrator, 1 18. 
 
 doi priority, I 
 
 LDMDTCSTB \T1YK BUSIN1 SS 
 
 B. of T. may make general rul 183. 
 
 Al^llKAI.TY COUET, 
 
 arrest of vessel by, is a sequestration 
 
 ADVANCES 
 
 by directors : calls, I - 
 by loan society, whether ultra vires, '210 n. 
 by directors, unauthorized, 213. 
 by shareholders beyond calls, 183. 
 by shareholders, carrying interest, proof < 
 priority of, 92. 
 
 ADVERTISEMENT, 
 
 winding-up under supervision. 
 
 applications to Court on disputed claims. 428. 
 as to proposed call, 352, 353. 
 for claims. 475. 
 
 for creditors, by voluntary liquidator, 412. 
 fixes date of commencement of winding-up. 77. 
 of appointment of liquidator. 341. 
 in Gem tie and local papers riling memorandum of, 375. 
 copies of local paper to be sent to O. E., 375. 
 memorandum of to be evidence, 375. 
 interfering with receiver and manager. 479. 
 of final meeting in voluntary winding-up, 417. 
 of meetings to e insider scheme, 447. 
 notice of dissolution of building society, 14. 
 
 fresh, necessary when petition for supervision order is amended, 40. 
 of petition, motion to restrain, 27. 
 
 where there is appeal, 27. 
 of petition, if notice, 242. 243. 
 
 of petition, sufficient to justify companv and shareholders in appearing 
 239.
 
 Index. 703 
 
 ADVERTISEMENT— continued. 
 
 of petition and order to alter memorandum of association, 462, 463. 
 
 to reduce capital, 458. 
 of petition before hearing, 326, 329. 
 of re-heard petition, whether necessary, 420. 
 
 of amended petition praying for compulsory order, re-advertisement, 421. 
 of public examination, 345. 
 of special resolution for reconstruction, 435. 
 of winding-up order in Gazette and local paper, 334. 
 
 AFFIDAVIT 
 
 to support application for special manager, 271. 
 
 form of, 271. 
 by contributory, with a view to compromise, 193. 
 
 by liquidator as to contributory's affairs, 193. 
 
 cross-examination upon, 193. 
 as to costs received in respect of compromises, 251. 
 in debenture actions, notice on filing when transferred, 317. 
 in debenture actions : notice, 394. 
 liquidator's : no receipts or payments, 371, 372. 
 liquidator's statements as to Jiquidation, 365. 
 verifying sums received and paid by liquidator, 164, 165. 
 of proof of debt before whom sworn, 354, 358. 
 in verification, opposition and in reply to petition, 326, 332. 
 on petition for supervision order, 421. 
 of necessity for receiver, 473. 
 of fitness of person appointed receiver, 473. 
 of service of subpoena and notice to attend for examination under s. 115, 
 
 200, 202. 
 verifying statement of affairs, 274, 339. 
 
 AGENT, 
 
 claims for liabilities of, 114. 
 
 liability on shares, summary of cases on, 162. 
 
 lien of, effect of winding-up on, 78 n. 
 
 money borrowed and used by company through fraud of, 116. 
 
 receiver and manager, when, for company, 481. 
 
 sale of own property by, to principal, 214-215. 
 
 signature of to memorandum of association, 173. 
 
 AGREEMENT (see summary of cases, p. 163) 
 for compromise, see Compromise, 192. 
 fraudulent, 79. 
 
 to procure fictitious credit for company, 79. 
 
 person entering into loses claim to balance, 255. 
 
 for lien, effect of winding-up order on, 78. 
 to become a member, cases on, 163. 
 to issue debentures, 105. 
 creating rights of set off, 123. 
 proof for breach of, entered into before company formed, 113 
 
 ALLOTMENT OF SHAKES, 
 
 cases on, 164. 
 
 ALTERATIONS 
 
 in memorandum of association, 455. 
 
 AMALGAMATION (see summary of cases, p. 168) 
 of companies, 11, 111. 
 
 bonus to directors of purchasing company, 444. 
 clause in articles as to, how affected by winding-up, S6. 
 creditor's acceptance of the new debtor, 111. 
 directors of vendor company to be on board of company purchasing, 444.
 
 704 //"/< ' . 
 
 AMALGAMATION continued. 
 effecl of, cases on, 1G8. 
 effected, how, 443. 
 
 power in memorandum of association, 443. 
 under s. 161 Act of L862..443. 
 
 resolution to wind up and sell, 443. 
 
 where neither has power to purchase the other's undertaking, 448. 
 
 new company formed, 143. 
 
 both old companies resolve to wind an and bi 11. 1 13. 
 failure of purchasing company to indemnify against debts, ll."> 
 when a ground tor w iudiiiir-up. 23. 
 how impeached when invalid, 23 n. 
 of Insurance companii -. 
 
 position of policy-holder in one of them, 109. 
 
 question of his accepting the new company, 111- 
 
 effect of Life Assura Companii s Act, 1 872 . 1 12. 
 
 life assurance companies, 4 i.V 
 mi aning of, 1 13. 
 
 mining companies under Stannaries Act, ! 16. 
 name of amalgamated company, Hi. 
 reasons tor. 1 13. 
 
 not possible after resolution for voluntary winding-up, 404. 
 resolutions for: cannot he impeached under s. 138 in voluntary winding- 
 up, 416. 
 not always a suspension ofbusii 688, 23. 
 when amalgamation ultra vires, resuscitation of company, 112. 
 unregistered company, 444. 
 
 AMENDMENT, 
 
 Ruling of chairman on, 403 n. 
 
 AMOUNT, 
 
 Maximum, to be retained by liquidator, 282. 
 
 ANNUITANT, 
 
 amount claimable by, where his company has amalgamated with another, 
 
 109. 
 for interest, 97 n., 9S n. 
 a creditor, 10S. 
 liability of company to, 108. 
 petition to wind up life assurance company, 16 n. 
 proof of debts by, 108. 
 
 ANNUITIES, 
 
 valuation of, and effect, 108, 109. 
 
 proof for estimated value of, 108. 
 
 provable in bankruptcy, 90 n. 
 
 rights of annuitants in various companies, 108 n. 
 
 effect of non-payment of premiums, 108. 
 
 granted with right to re-purchase as to the amount provable, 109. 
 
 APPEAL, 
 
 advertisement of winding-up order restrained pending, 27. 
 Board of Trade, from, 28S, 291, 310, 312, 382. 
 chairman of meeting, from, as to right to vote, 301. 
 compromise by liquidator, as to, 691. 
 
 by majority of creditors with company, as to, 643. 
 continuance of action against company, as to, 61. 
 costs, from order as to, 25S, 259. 
 costs of, 
 
 dissentient debenture-holder, by, from an order in a debenture 
 action, 470. 
 
 misfeasance summons against decision on, 34S.
 
 Index. 705 
 
 APPEAL— continued. 
 
 Court of, jurisdiction as to commencement and stay of proceedings, 61. 
 on unincorporated society becoming incorporated, after petition dismissed 
 
 and notice of appeal, 13 n. 
 creditor or contributory, power of to, 643. 
 liquidator, from, 293, 312. 
 
 against removal of, 408. 
 official receiver, appeals from, how made, 382. 
 
 within what time, 382. 
 orders made in winding-up, from, 639. 
 
 to attend and be examined, from, 200. 
 
 costs, as to, 258. 
 special case for opinion of High Court, 266. 
 valuation of uncertain demand by liquidator, as to, 90. 
 order to attend for examination, against, 200. 
 re-hearing petition, for, 420 
 rejecting (or admitting) proof, 357, 359. 
 
 APPEAKANCE 
 on petition, 
 
 merely for sake of costs, 240. 
 provisional liquidator, by, 240. 
 
 APPLICATIONS 
 
 in Court and Chambers, how made, 311. 
 heard in Court, 310, 311. 
 in Chambers, 310, 311. 
 for shares, see Shares. 
 
 APPORTIONMENT 
 
 of rents, 47, 68. 
 of rates, 71,72. 
 
 ARBITRATION : see Shareholders, Dissentient. 
 power for companies to refer matters to, 86, 631. 
 winding-up order after agreement to refer to, 49. 
 reconstruction scheme, 
 
 value of dissentient shareholders' interest, 437. 
 
 ARRANGEMENTS, 446 : see Scheme op Arrangement. 
 
 ARREAR, 
 
 petition by shareholder whose calls are in, 54. 
 
 ARREST : see Sequestration. 
 
 absconding contributory, of, 162. 
 
 nature of evidence required for, 162. 
 vessel, of, 66. 
 warrant of, issue, 314. 
 
 ARTICLES OF ASSOCIATION : see Association. 
 
 ASSESSMENT, 
 
 of rates : see Rates. 
 
 by Court of uncertain demand, 90. 
 
 ASSETS OF COMPANY, 
 
 admission by company that it has none on which execution can be 
 
 levied, 29. 
 America, in, 18 n. 
 
 attachment of, by liquidator's solicitor, 252. 
 buying up, by rnisfeasant director, 219. 
 claims for misfeasance are, 220 
 collection of, 351. 
 
 committee of inspection, member of, becoming purchaser of, 3/8. 
 contribution from contributories on B list, 147. 
 
 E.W. 2 Z
 
 700 Inch r. 
 
 ASSETS OF COMPANY -continued. 
 
 costs, j.:i \ in. Ht of, out of, -•"», 117, S23, 824. 
 
 in danger, debenture-holders may sue, K 
 
 directors or promote] ooTexable from, Si : a . -U. 
 
 distribution of, 
 
 in winding-up by the < Jourt, 
 8iir|>lii> assets, 351, 637. 
 in voluntary winding-up, 11 1. 
 to prejudice of future rent, restraining, 96. 
 
 improper, grounds for requiring compulsory winding-up, 89. 
 principles on « 1 * i « - 1 1 madi .ill. 
 when pari paMU, 102, I IT. 
 thr main purpose "f the A''t. I 
 i b1 iinai tag ari'i an i t ■• ili-. '■"'' " • ' 
 exeoution on (liters, payment of, out of, 65. 
 future, when taken into aooounl in determining solvency, 28. 
 improper dealing with, 37, 123. 
 insufficient, where, remuneration of liquidator, 248. 
 inquiry in Chambers as to, 15 n. 
 less than Liahil ties, 29. 
 lien on for < ». B 'i • 
 limited and unlimited, 1 1.9, 
 liquidator, position of, as r> gards, ! 
 
 collection and application of, by, 635. 
 marshalling of, 
 
 not between creditors, 1 17. 
 
 and policy-hol 
 between oontributories, when, 
 mortgage of, when debenture Lnten -t in ai 
 none, whi ther order will be made where there are, 16. 
 duties of official receiver, - 
 , \. oution need not b Las u d 
 policiis. payment of only out of, in case of unlimited company, Ho 
 promoters or directors, sums recoverable from, 34, 218,219. 
 prosecution by directors, application of, for, .">< n. 
 protection of, appointment of provisional liquidator for, o_t 
 receiver appointed, effect on, l . 6. 
 realisation and sale, c «ts of, 195, 252 
 where part <>( tssets G red, 253. 
 sale of, umler scheme of arrangement. 117. 148. 
 small, discretion o( Court. -17. 
 surplus, 54. 
 
 transfer of, to trustee for debenture-holders, 107. 
 and sale of whole of, 
 
 a!t. r issue of debentures, 106. 
 uncalled capital. 29. 
 
 unclaimed : see Unclaimed, &c. Assets. 
 undistributed, 365 seq. 
 valuable hereafter, 29. 
 vested, in whom. 414. 
 
 where no liquidator appointed, 26S. 
 
 ASSIGNEE 
 
 of bankrupt contributory, right of, to set-off, 189. 
 of debt, 
 
 may present petition, 48. 
 
 proof by, 113. 
 
 set-off by, against damages. 122. 
 
 calls, against, when assignment after winding-up, 92, 121, 
 155, 1S9. 
 
 in case of bankruptcy, 189. 
 of lease, proof where covenant to idemnify, 96 n.
 
 Index. 707 
 
 ASSIGNEE — continued. 
 
 of niisfeasant director, position of, 219, 220. 
 
 of shares : see Transfer, Transferee. 
 
 of thing in action belonging to company may sue, 645. 
 
 ASSIGNMENT 
 
 of debenture action, after winding-up begun, 469. 
 of debt due from company, 48. 
 
 after winding-up, will not give right to set-off, 121. 
 
 after presentation of petition, 48. 
 
 by shareholder, set-off against assignee, 155. 
 of lease by company, proof for rent after, 96. 
 
 where company is reducing capital, 96 n. 
 policy, liability after, 161. 
 
 of property to trustees by company formed under the Act, 82. 
 of shares : see Transfer, Transferee. 
 
 ASSISTANT OFFICIAL EECEIVER 
 
 appointment and position of, 380. 
 
 ASSOCIATION, 
 articles of, 
 
 alteration of: see Object of Company. 
 
 by life assurance company to enable transfer of business, 446. 
 
 amending, to reduce capital, 457. 
 
 provisions of, how far not applicable to winding-up, 87. 
 
 provision in, for interest on advances beyond calls, 183. 
 
 provision for gifts of shares, &c, to directors fraudulent, 217. 
 
 provision in, for dissents in case of reconstruction, 438, 442. 
 
 effect of, 623. 
 
 effect of winding-up on clauses in, 86. 
 
 cannot contain contract for issue of paid-up shares, 129, 130. 
 
 alteration of, after subscription of memorandum, 174. 
 
 copies of, to be given to members, 624. 
 
 new, on amalgamation, 435. 
 
 registration of, 623. 
 
 effect of, 624. 
 regulations to be prescribed by, 623. 
 Table A, application of, 623. 
 signature of, 623. 
 stamp on, 623. 
 definition of, 8. 
 memorandum of, 465 : see Memorandum of Association. 
 
 new, on amalgamation, 435. 
 mutual assurance, effect of winding-up order on relations of members, 86. 
 not for purpose of gain, special provisions as to, 658. 
 unregistered, winding-up of, 6. 
 what is an, 6. 
 
 freemen of manor having chartered rights, 8. 
 trust or trustee, 8. 
 abortive company, 8, 9. 
 
 provisional directors acting in name of company, 9. 
 unregistered land society of more than 2 . .09. 
 municipal corporations, 9. 
 charitable societies, 9. 
 club, 9. 
 
 loan society, 9. 
 mutual societies, 9. 
 savings banks, 9. 
 life assurance, 9 n. 
 industrial and friendly, 11. 
 building, 13. 
 unincorporated, claims for goods sold or services rendered to, 116.
 
 708 Inch r. 
 
 \ssiuANCE SOCIETY - also in i Abburajio] Boanrr; [hsubaxou 
 
 Cum p a ny. 
 unregistered liability of shareholders, 119. 
 fur winding-up for breach <■(' oontraol for n asing busini --. 1 19. 
 
 ASSURANCE COMPANY: m Lot Abbubanct Oomfahy; In-u.av i 
 
 OOMPAKY. 
 
 ATTACHMENT 
 
 of assets by liquidator's Bolioitor, 252. 
 of debts, see 1 * « 
 
 by creditor who has obtained garnish e order, 64. 
 of moneys in hands ol liquidator, 64 a. 
 of moneys of company after winding np order, I 
 
 Banotion of ( burl as to, ,; .~>. 
 of property abroad bj creditors who have pi vi .1 in England, I 
 
 in Bootland and Ireland, 67 n. 
 of property after winding-up, 046. 
 
 ATTENDANT i 
 
 for examination nnder a 1 15, seeuring, -01. 
 
 \ I rOBNM] s I 
 
 by tenants to n '-river of real property, I i - 
 
 AUCTION. 
 
 Bales by; how expenses paid, 872. 
 
 AUDIT 
 
 of liquidator's accounts, '200. 
 
 AUDIT (see aooounts and audits, 370) 
 of moneys received by liquidator, 367. 
 
 AODITOB, 
 
 misfeasant, proceedings against, 209. 
 duty of, of company, 209. 
 
 pleading statute to bar liability for defaults made for six years before 
 writ, 220 u. 
 
 AVOIDANCE 
 
 of execution against company, effect of, 60. 
 
 B CONTRIBUTORY: and st Contuuu tomes. 
 contributions of, how applied. 147. 
 indemnity of, from transferee, 140. 
 liability if, 144. 
 
 relations between A and B coutributories, 146. 
 
 extent of, 144. 
 
 only for debts incurred before membership determined, 144, 145. 
 
 irregular retirement and 
 lapse of time, 145 n. 
 
 how shared by A conlributories, 145. 
 
 when it arises, 144, 146. 
 
 insurance company, in case of, 14G n. 
 
 infant transferee, in case of, 147. 
 
 how affected by release of present member, 146, 195. 
 of debts creating it, 147. 
 
 for costs of winding-up, 145. 147. 
 
 forfeited or surrendered shares, in respect of, 137, 144, 171. 
 
 grounds for, 627. 
 
 of companies not formed under the Act, 146, 185. 
 
 cost-book mines. 850. 
 
 restriction on, 144. 
 
 where shares do not exist, 144. 
 
 companies registered under Act of 1S62, but not formed under it, 146.
 
 Index. 700 
 
 B CONTRIBUTORY— continued. 
 liability of — coyitinued. 
 
 companies limited by shares, 146. 
 
 not discharged by compromise between liquidators and present 
 members, 146. 
 petition by, 54. 
 who is a, 54, 144. 
 
 BAILIFF 
 
 of County Court, service of process by, 319. 
 
 BALANCE, 
 
 after winding-up, 79. 
 
 none paid to party to fraudulent agreement, 79. 
 of account, deposit of deeds to secure, 84 n. 
 set-off of, 123. 
 
 is good payment for shares, 128, 129. 
 above £2000.. 289. 
 
 BALANCE ORDER 
 
 for calls, 690. 
 
 bankruptcy notice in respect of, 187, 225. 
 
 in voluntary winding-up, 411. 
 
 deceased contributory, against estate of, creates no priority, 148. 
 
 BALANCE SHEET, 
 
 banking company of, signature of, 664. 
 fraudulent, dividend paid under, 161, 212. 
 
 application under s. 165 (now s. 10 of Act of 1890) in respect 
 of, 212. 
 
 where one director innocent, 212. 
 liquidator, brought in by, 693. 
 on termination of company, 693. 
 
 BANKER 
 
 is not within s. 10 of Act of 1890 (formerly s. 165), 209. 
 
 BANKING ACCOUNT, 
 
 liquidator not to pay into private, 283. 
 
 BANKING COMPANIES : see Companies ; Bank op Issue. 
 
 BANKING COMPANY, 
 
 Savings Bank Company is not necessarily a, within meaning of Act, 9. 
 trustee or manager of, whether contributory, 159. 
 
 examination of, under s. 115. .200. 
 
 BANK NOTES 
 
 of limited company, payment of, out of assets, 185. 
 liability of bank of issue on, 185, 664. 
 
 BANK OF ENGLAND, 
 
 payment into, on account of liquidator, 636, 689 seq. : see Liquidator. 
 payments into and out of, 348, 366. 
 
 purchase money of company's property, of, 689. 
 
 contributory by, when ordered, 636. 
 
 from local banking account, 282. 
 Companies Liquidation Account at, 283, 286, 288. 
 
 BANK OF ISSUE, . 
 
 liability on notes of, when registered as a limited company, 18o, bb4.
 
 710 Index. 
 
 BANKRUPTCY, 
 
 act of, what corresponds with, in winding-up, S3, 84. 
 acceptance and payment of bill after, 121 n. 
 set-oft' where credit given after notice of, 121. 
 notice of, 89 n. 
 assignment in, of deht owing by company, 48 n. 
 debts provable in, 89-91. 
 
 discharge in, of debtor, effect on claim for misfeasance, 218. 
 notice, analogy of proceedings under, l s 7. 
 
 whether can be issued in ri-epect of balance order, 187, 225. 
 preferential payments in, 72, 93, 670. 
 
 rides of, whether applied to winding-up of companies, 64, 65, 81, 83, 89, 
 91, 93, 96, 100, 101, 102, 103, 120, 225, 245. 
 
 are rules for time being in force, 83, S4, 100, 101. 
 
 in cases of fraudulent preference, 83, 84. 
 
 as to distress, 68. 
 
 as to payment of debts pari passu, 102. 
 
 except after certain payments, 
 117. 
 as to proof of debts, 88-90, 91, 245. 
 as to rates, 71. 
 as to reputed ownership, 8 1 
 as to secured creditors, 89, 99, 101. 
 as to set-oft', 120. 
 as to valuation, 90, 100 n. 
 shareholder of : see Contributokies. 
 
 calls, order for, when not made against bankrupt shareholder, 150, 
 186, 187. 
 adjudication in bankruptcy before, 186. 
 
 after, 186, 187. 
 how enforced, in case of, 150. 
 liability how affected by, 126 n., 632. 
 
 when bankrupt retains shares, 186. 
 liquidator, proof by, in, 150, 150 n, 411. 
 solvency of company, how affects, 29. 
 trustee in, right of to be on register, 150 n. 
 position of, 150. 
 liability of, for calls, 150. 
 may disclaim unmarketable shares, 150. 
 shares left in hands of bankrupt by, 187. 
 security for costs from, 255 n. 
 voluntary winding-up equal to act of, by individual, 84. 
 
 BANKRUPTCY ACTS, 
 
 application of, to winding-up companies, 64, 65, 81, S3, 89, 91, 93, 96, 
 
 100, 101, 102, 103, 120, 225, 245. 
 provisions of, as to mutual credits, 101 n. 
 section 31, application of, 187. 
 section 37, application of, 1S7. 
 section S7 of 1869 Act, application of, 64, 65. 
 section 3S of 1883 Act, application of, 120, 121. 
 section 162 of 1883 Act, application of, 287. 
 and Company's Act, difference between as to contracts without notice of 
 
 liquidation, 82. 
 Crown, priority of, does not affect, 73. 
 
 rules of, as to proof, applicable to winding-up, SS n, 89-91, 245. 
 as to valuation (s. 37), 89, 90, 100 n. 
 
 BILLS OF EXCHANGE, 
 
 acceptance of, 80 n. 
 
 acceptance of, by liquidator, without proper authority, 116. 
 
 accepted and paid after act of bankruptcy, 121 n.
 
 Index. "J 11 
 
 BILLS OF EXCHANGE— continued. 
 actions on, by receiver, 479. 
 Bank of England, to be paid into, G90. 
 
 delivery out of, G90. 
 buying up, to set off against sums due to company, 123. 
 claim against company by holders of, 48, 114. 
 
 enforcing, 99 n. 
 company, on behalf of, 629. 
 creditor by, voting at meetings, 301. 
 
 dishonoured, acceptor of, cannot compel liquidator to hold same 
 till due, 123. 
 
 abroad, damages, 115 n. 
 ground for petition, 29. 
 holder, when entitled to petition as creditor, 48. 
 lien for amount of, 79 n. 
 
 memorandum of judge's sanction to acceptance of, 691. 
 production of, 356. 
 
 proof in respect of, where estates of both drawer and acceptor are 
 insolvent, and funds have been set apart to meet liability, 102, 103. 
 protest, 115. 
 
 banker's commission for accepting, 115. 
 when not matured, 27. 
 
 which have been entrusted to company for collec- 
 tion, 115. 
 when acceptance bad, as against company, 114. 
 conditional, 115. 
 
 unauthorized, and by one of 
 several liquidators, 116. 
 with foreign endorsement, 114. 
 when drawn on distant branch of company after 
 commencement of winding-up, 115. 
 set-off, none, of future liability by acceptor of, 123. 
 Waring, ex parte, doctrine of, 103. 
 
 BILLS OF SALE, 
 
 Act, 1878, application to debenture of incorporated company, 107. 
 
 Bankruptcy rules as to unregistered, not applicable to winding-up, 81. 
 
 debentures, whether are, 107. 
 
 debentures of industrial and provident societies, 107. 
 
 provisions of Act of 1882 as to debentures, 107. 
 
 where there is a covering deed, 107. 
 unregistered, whether void against unsecured creditors, 102, 107. 
 
 BLANKS 
 
 left in petition, 325. 
 
 BLIND, 
 
 proxy by person who is, 363. 
 
 BOARD OF TRADE, 
 
 appointment of Official Keceiver by, 268. 
 
 to settle security to be given by liquidators, 268. 
 
 by special manager, 272. 
 disallowance of liquidator's remuneration, 283. 
 removal of liquidator from office, 283. 
 account of, at Bank of England, 283, 288. 
 appeal from, to High Court, 288. 
 liquidator's accounts, copies to be sent to, 289. 
 
 audit and inspection of, 290. 
 
 filing of, 290. 
 
 copies for creditors, 290. 
 may require liquidator to give vouchers and information, 290.
 
 712 Index. 
 
 BOARD OF TRADE- continued. 
 
 release of liquidator, powers as to, 291. 
 control over liquidator, 293. 
 
 may examine him on oath, 293. 
 
 local investigation of his books and vouchers, 293, 294. 
 appointment and dismissal of officers by, 295/ 
 accounts of, to be audited, 296. 
 returns by, to Treasury, 296. 
 books for public information and searches, 296. 
 
 regulations as to, 296. 
 annual report by, 296. 
 proof of orders, and certificates of, 296. 
 audit of liquidator's accounts by, 370. 
 to certify audited account of liquidator, 371. 
 appoiutment of ( Mlieial Receivers, 380. 
 deputy O. R.'s, 380. 
 determine their duties, 380. 
 assistant O. R.'s, 380. 
 action of, on report of liquidator dissatisfied with O. R., 381. 
 directions of, to O. R. when liquidator, 381. 
 duties, when no committee of inspection, 381. 
 appeals to High Court from, 382. 
 
 applications of, to Court for examination, on oath of liquidator, how 
 made, 382. 
 
 report of proceedings to be evidence, 382. 
 to cause notice of winding-up order to be gazetted, 334. 
 duty as to security of liquidator and special manager, 343. 
 expenses of, 289. 
 
 extracts from books kept by officers of Courts, 376. 
 inquiry by, stay of proceedings, 59. 
 inspection by, of file of proceedings, 375. 
 to gazette notice of dividend, 361. 
 to approve liquidator's summary of accounts, 371. 
 
 despatch of the creditors and coutributories, 371. 
 gazetting release of liquidator, : ; T « ; . 
 
 notices after winding-up order, 37b'. 
 notice of application for release of liquidator, 375. 
 may require re-taxation of bills of costs, &c, 321. 
 notice to, of balance above £2000. .289. 
 permission by, for payment into Special Bank Account, 349. 
 powers as to unclaimed or undistributed assets, 366. 
 power io alter certain forms, 309. 
 
 powers as to liquidators' statements of position of liquidator, 364. 
 separate accounts of particular estates, 289. 
 
 investment of surplus funds, 289, 
 windiug-up, done under superintendence of, 1. 
 winding-up of public company formed by provisional order of, 5. 
 
 BOND, 
 
 set-off of debt on, against ordinary debt, 123. 
 
 BONUS 
 
 to directors, 217: see Directors. 
 
 BOOKS OF COMPANY, 
 
 continuation and rectification of, by liquidator, 687. 
 delivery of, 636, 285, 351. 
 
 summary jurisdiction for compelling, 636. 
 not ex parte, 204. 
 
 order for, 204. 
 
 power of liquidator under Act of 1890 as to, 285, 351. 
 directors need not examine entries in, 212. 
 
 have not constructive notice of contents of, 212.
 
 Index. 713 
 
 BOOKS OF COMPANY— continued. 
 
 disposal of, after winding-up, 417, 418. 
 
 evidence, are, 644. 
 
 extracts to be sent to Board of Trade, 376. 
 
 falsification of, 646. 
 
 inspection of, 630, 644, 268. 
 
 liquidator, duty of, in giving, 268. 
 winding-up under supervision, in, 429. 
 old company being reconstructed, 438. 
 production of, 637. 
 
 before examiner, bow obtained, 201. 
 by witness on examination, 198. 
 after dissolution, 644. 
 receiver for debenture-holders, whether entitled to, 472. 
 verification of, by liquidator, 687. 
 what, to be kept by official receiver or liquidator, 372. 
 by officers of Courts, 376. 
 
 BOOKS OF LIQUIDATOR : see Liquidator. 
 
 BORROWING POWERS 
 
 of company, , , 
 
 where none, proof for money borrowed fraudulently by 
 agent, 116. 
 of liquidator : see Liquidator. 
 by receiver to carry on business, 473. 
 leave to borrow, how obtained, 473. 
 
 BRANCH OFFICE, 
 
 effect of having in this country, 18. 
 
 BREACH OF TRUST : see Trust. 
 
 disclosed at examination : rules as to use of notes in evidence, 34b. 
 
 BRIBE 
 
 to directors, or officers of the company, 216, 217 : see Directors. 
 nature of liability created by, 216, 217. 
 
 BROKERS 
 
 may be examined under s. 115. .200. 
 
 BROKERAGE 
 
 to stockbrokers, 214 
 
 BUBBLE COMPANY, 
 winding-up of, 33. 
 
 BUILDING SOCIETIES, 
 
 unincorporated, under old statutes. 13, 159. 
 
 unlimited liability of, 159, 256. . . „ , f 
 
 incorporated after petition dismissed : appeal no jurisdiction in Court oi 
 
 Appeal, IS n. 
 liquidator, order to give security for costs, 256. 
 dissolution of, 14. 
 investigation of affairs, 14. 
 
 members: who are, 14 n. . A>mi> ,. 
 
 when register suspended or cancelled : in position of unincorporated 
 
 societies, 15 n. 
 jurisdiction of County Court, 15. 
 
 where amount to credit exceeds £10,0U0. .15. 
 
 under £10,OUO.. 15, 16. 
 
 liability of unadvanced members, 159. 
 
 past advanced, or past investing members, 159. 
 contributories in, 159.
 
 714 Index. 
 
 BUILDING SOCIETIES— continued. 
 solicitor, financial manager of, 218. 
 transfer of proceedings in winding-up, 266. 
 special case for opinion of High Court, 267. 
 
 BUILDING SOCIETIES ACT, 1874 and 1894. 
 
 petition for winding-up under, 14 : and see Building Society. 
 
 BUSINESS, 
 
 amalgamation with another company not necessarily a suspension of 
 business, 23. 
 
 when a ground for winding-up, 23. 
 carrying on with less than seven members, 24 n., 755. 
 carrying on by liquidator, 283. 
 
 carrying on foreign to company's purpose ; reconstruction, 433. 
 carried on out of reserve subscribed for winding-up, 31. 
 change of place and manner of, 32. 
 carried on at a loss ; company solvent, 30. 
 carrying on, notwithstanding debentures, 468. 
 carrying on in different manner, powers, 461. 
 
 alteration of memorandum of association, 461. 
 ceases on resolution to wind-up voluntarily, 404. 
 commencement of, not within the year, 21. 
 company having ceased ; struck off register, 43. 
 continuance of, loss inevitable, 34. 
 definition of, 7. 
 
 difference in granting order, according as company is limited or un- 
 limited, 31. 
 impossibility of, 31. 
 less than seven members, 755. 
 mortgage of, whether goodwill included, 477. 
 petition to wind up, 
 shareholder's, 22. 
 
 refused on good reasons shown for delay, 22. 
 carried on abroad, 22. 
 bond fide intention to commence, 22. 
 before expiration of year, 22. 
 fraudulent or abortive company, 22. 
 purchasing by one company from another ; costs, &c, 256. 
 
 indemnity as to costs of winding up, 256. 
 resuscitation of, 33. 
 sale of by voluntary liquidator, 413. 
 substratum, failure of, 32. 
 suspended for a whole year, 21, 22. 
 abandonment of objects, 22. 
 inability to carry on, 22. 
 
 w T ishes of shareholders regarded, 23. 
 but not if substratum failed, 23. 
 
 or to continue speculative scheme which has failed, 23. 
 transfer of, in winding-up under supervision, 429. 
 
 power to transfer from court to court, 316. 
 transfer of, effect on shareholders, 138. 
 ultra vires remedy, 32. 
 unauthorized, costs of solicitors defending claims arising out of, 254. 
 
 CALLS, 182, 352, 636, 659, 689. 
 
 adjustment of rights of contributories for, 156, 183. 
 whether affected by clause in articles, 156. 
 what Court can do on making, 157. 
 advances by shareholders to cover, in case of winding up, 81 n., 86. 
 beyond, 81 n., 183. 
 interest on, 183. 
 advance, payment of in, interest on, 92.
 
 Index. 715 
 
 CALLS — continued. 
 
 advertisement for, 689. 
 advice as to making, 410. 
 appropriated for director's fees, 85. 
 arrears, whether bar to petition, 54. 
 
 of, from bankrupt not estimated by liquidator, 158 n. 
 balance order for, when and against whom made, 187, 636, 690; see 
 
 Balance Order. 
 bankrupt shareholder, how enforced in case of, 150, 186, 187, 690. 
 when made before adjudication, 186. 
 after adjudication, 186. 
 by whom made, 184. 
 charge to banker on, 80 n., 258. 
 
 clause in articles against making, how affected by winding-up, 86. 
 as to interest on, how affected by winding-up, 86. 
 committee of inspection, by, 353. 
 compromising, 193. 
 
 consent required by articles, affect of on company in liquidation, 86. 
 contract for shares not registered, where, 114. 
 costs for, 183. 
 
 court, application to, as to making, 411, 352, 353. 
 damages for, where contract not registered, 114. 
 debenture-holder's action, in, 184, 475, 271. 
 deceased contributory, on estate of, 147, 168. 
 
 default, possible, of contributories, whether considered in making, 762. 
 delaying winding-up order to enable, 17, IS, 26. 
 evading, by removal of property, 162. 
 further calls, for costs, 257. 
 future, 29, 129 n. 
 ground for, 182. 
 debts, 182. 
 
 rights of shareholders and policy-holders, 182 n. 
 costs, 182, 257. 
 time for, 183. 
 when laches, 183. 
 past member, in case of, 182 n. 
 fund which may not be required, 182 n. 
 illegal company, in, 182 n., 186. 
 
 on infants, 213. 
 interest payable on, 184, 185. 
 liability for, nature of, 148 n., 155, 184. 
 liquidator's power to make, 352. 
 notice of application to be made for, 352, 353. 
 order for, how obtained and served, 353, 689. 
 appeal from, 354. 
 
 adjournment of proceedings on, 689. 
 evidence is, of what, 636. 
 on paid up shares, 127. 
 
 damages for non-registration of contract, 133. 
 payment of, 
 
 by directors in advance by appropriation of fees, 85. 
 by solicitor, by payment authorized by directors, 85. 
 enforcing, 184, 354, 410, 638. 
 into bank, notice to accompany order for, 690. 
 liquidator to, summons for, 353. 
 affidavit of non-payment after order for, 690. 
 petition, adjourning, for purpose of making a call, 16, 17, 18. 
 
 by shareholder, in arrear with, 54. 
 proceedings on making, 182 seq. 
 
 proceedings on making, under Act of 1890, 182 seq., 352. 
 sanction of committee, how obtained, 352. 
 how given, 353.
 
 716 Index. 
 
 CALLS — continued. 
 
 proceedings on making, nnder Act of 1890 — continued. 
 notice of meeting of to, 352. 
 advertisement of, 352. 
 notice of intended call, 353. 
 advertisement of, 353. 
 meeting of committee, proceedings at, 353. 
 leave of Court, when necessary, 353. 
 application for, 353. 
 how obtaiued, 353. 
 service of resolution or order, 353. 
 advertisement of, 353. 
 notice from liquidator, 353. 
 
 where payment to be made into Bank of England, 690. 
 purpose for which will be made, 182. 
 in reconstructed company, 440. 
 rules as to, 352. 
 
 sect. 25 of C.A. 1867, under, 132. 
 
 set-off of, against debt due to shareholder, 187, 85, 155 
 assignee, of debt, against, 91, 113, 121, 155. 
 petition, against costs of, 244, 190. 
 set-off against, what allowed, 187, 92. 
 unlimited company, in, 188. 
 limited company, in, 188. 
 bankrupt contributory, in case of, 189. 
 assignee of, 189. 
 bill of costs, 190-191. 
 compromise, as to, 189 n. 
 joint and separate demands, 189 n. 
 directors, in case of, 188, 190. 
 debts due for employment in winding-up, 190. 
 
 debts due in winding-up under supervision, 190. 
 future debts, 190. 
 
 unregistered contract, in case of, 190. 
 voluntary winding-up, in, 1S9, 190, 411. 
 summons for, 353. 
 
 service of, 353. 
 time of making, 183. 
 unregistered companies, 185. 
 voluntary winding-up in, 410. 
 . calls made before commencement of, 636. 
 
 notice of, 409. 
 
 bow made and euforced, 184, 410. 
 set-off and counter-claim against, 187, 190, 411 ; see Set-off. 
 when owing, 155. 
 winding-up, before, 636. 
 
 enforcing payment of, 636. 
 removes limitations in articles as to power to make, 86. 
 under supervision in, 425, 428. 
 
 CANAL COMPANY, 10 : see Company. 
 
 CANCELLATION 
 
 of shares, liability of past member after, 144. 
 whether allowable to relieve members of liability, 136. 
 winding-up, made before, whether liquidator may set aside, 137. 
 of capital, 459. 
 
 CAPITAL, 
 
 cancellation of, 459. 
 
 employed in preliminary expenses, not " lost," 459. 
 
 exceeding £10,000, petition to be presented to what Court, 263.
 
 Index. 
 
 CAPITAL—continued. 
 
 taMhan mm> petition l0 be pKsenM ^ wha( 0ourt> 2g3 
 
 conv :s„ o f :s l 5 o8 ' ock!notioe< ' f - (i25 - 
 
 dividend or bonus paid out of, 185, 456 210 n 919 9m 00, 
 
 increase of, notice to registrar of, 626 ' ' 19 ' 22h 
 
 of co-Wlimited by guarantee, how affected by winding-up order, 
 
 reduofi o^S,^^' ° f ^^ 2 * 
 
 by accepting surrenders, 136 
 
 repayment of paid up, 458 459 
 
 return of, 460. 
 uncalled up, 
 
 but paid, interest on, 92 
 
 mortgage of, 104. 
 
 foreclosure, 104 n. 
 
 ruu\Etf o L adjoummen ' of petiti » n - «■ «. 
 
 two shareholders' petitions, 
 
 fully paid up shareholder preferred 53 
 CASE, 
 
 special, for opinion of High Court, 266. 
 CASES, SUMMARY OP LEADING 
 
 agent, 162. ' 
 
 agreement to become a member, 163 
 
 allotment, 164. 
 
 amalgamation, 168. 
 
 bonus shares, 168. 
 
 building societies, 168. 
 
 death of contributory, 168. 
 
 deceit, actions for, 704, 222. 
 
 director's share qualification, 168 
 
 director's fraudulent misrepresentations, 704, 222 
 
 discount, issue of shares at, 171. 
 
 forfeiture of shares, 171. 
 
 forfeiture of shares agreed to be taken, 172 
 goods supplied, payment for, by shares, 172 
 
 lilt ;i! 1 1 H, 17^. 
 
 married women, 172. 
 memorandum of association, 173. 
 mortgage of shares, 174. 
 placing shares, 174. 
 registration of shares, 174. 
 release, claims to dividends, 174. 
 repudiation of shares, 174. ' 
 scrip certificates, 175. 
 shares held by trustees for company 176 
 subdivision of shares, 176. ' 
 
 surrender of shares, 176. 
 transfer of shares, 176. 
 underwriting shares, 180. 
 under section 38 of the 1867 Act, 180 
 definitions of, 181. 
 
 CASH BOOK, 373.
 
 718 Index. 
 
 CERTIFICATE 
 
 of Board of Trade, how proved, 296. 
 of chief clerk, 692. 
 
 list of contributories, as to settlement of : see List op Contribu- 
 tories. 
 
 variation of, 
 
 costs of application for, 244. 
 after delay by infant, "JK"). 
 where it is sought to substitute one person for another, 
 
 245. 
 in representative case, 246. 
 winding-up, of completion of, 693, 694. 
 <>f company, of payment where shares are transferred as paid up when 
 
 unpaid. 133, I7l». 
 filing, in liquidator's file, 373. 
 of incorporation, 21. 
 of liquidator's accounts, 371, 374. 
 of payment of money into bank, 690. 
 of registration of existing companies, 650. 
 
 is evidence of compliance with Aet, 650. 
 of shares or stock, evidence of what, 626. 
 scrip, holder of, when a contributory, 143, 175. 
 
 petition bj . 5 1. 
 of security by liquidator, 343. 
 
 CHAIRMAN 
 
 of meetings of creditors and contributories, 299. 
 
 power to reject proof, 301. 
 
 power to adjourn meeting, 303. 
 
 duty of, 303. 
 
 to consider reconstruction scheme, 447. 
 of meetings summoned by O. R., 338. 
 of general meeting, authority of, 402. 
 
 signature of, to advertisement of resolutions in Gazette, 403. 
 poll, taking, 403. 
 proxies, counting, 403. 
 ruling of, on an amendment, 403 n. 
 
 CHAMBERS. 
 
 foreclosure order against uncalled capital, 104 n. 
 
 motion to rectify register, adjournment to, 228 n. 
 
 registrar's power to hear matters referred to, 307, 309. 
 
 matters to be heard in, 310. 
 
 adjournment into court, 311. 
 
 applications, how made, 311. 
 
 file of proceedings in, 373. 
 
 summons to enforce payment of call, 354. 
 
 appointment of liquidator, application for, 408. 
 
 summons to tax costs of liquidator's solicitor, 407, 408. 
 
 sanction to compromise: voluntary winding-up, 412. 
 
 applications under S. 138.. 41 5, 417. 
 
 applications in winding-up under supervision, 42S. 
 
 question as to time of dissent from reconstruction scheme, 437. 
 
 CHANCERY DIVISION, 
 
 practice of, applied to winding-up, 2. 
 
 CHARGE, 
 
 most debentures confer a, 476. 
 
 may be made in priority to debentures, 471. 
 
 CHARITABLE SOCIETIES, 
 winding-up of, 9.
 
 Index. 719 
 
 CHARTER, 
 
 company incorporated by royal, winding-up of, 7, 8. 
 sale of undertaking of company incorporated by, 439. 
 
 CHEQUES, 
 
 applications to cancel, regulations, 396. 
 
 CHIEF CLERK : see Registrar. 
 costs, not under Act of 1890. .251. 
 expressions relating to, explained, 307. 
 registrar of County Court, corresponds with, 307. 
 
 CHOSE IN ACTION, 
 
 demand under s. 10 of 1890 Act is assignable, 219, 220. 
 
 CIRCULARS, 
 
 as to compromises with creditors, 194. 
 by whom settled, 194. 
 
 CLAIM : see Creditors, Debt, proof of ; Demand. ^ ? ^^y ru- *£~e ^ 
 bill of exchange, on, appropriation of fund to meet, 102. 
 charges of, priority, 117. 
 contingent, estimate of, in proof, 95, 687. 
 
 which ripens after winding-up, proof, 96. 
 past dividends not disturbed by, 96. 
 evidence as to value of, at date of winding-up order, 96. 
 creditors by, time for sending in, 354, 357. 
 
 excluding debts after, 120. 
 payment of, in full, 645, 284. 
 adjudication on, 357. 
 
 time for, where several claims, 359. 
 allowance of, 113, 357. 
 disallowance of, 116, 357. 
 
 appeal on, 357, 358. 
 delay in, 245, 418. 
 
 in sending in, 91. 
 effect of Statutes of Limitations on, 119. 
 costs of proving, 245, 246. 
 
 proof of, rule as to, iu Bankruptcy, how applied, 88 seq. 
 mode of, 354. 
 costs on, 355. 
 proved, what may be, examples, 113 seq. 
 paid in full, when, 117. 
 
 Parliament, in respect of obtaining special Act of, 95. 
 uncertain, no ground for winding-up, 27, 48. 
 unliquidated, no ground for winding-up, 27, 39, 48. 
 valuation of, against life insurance companies, 108. 
 
 CLUB, 
 
 ordinary, cannot be wound up, 9. 
 
 COLLUSION : see Petition for winding up ; Creditor ; Debt. 
 
 COLONIAL COMPANIES: see Foreign. 
 definition of, 666. 
 registration of, 667. 
 
 COMMENCEMENT 
 of business, 21. 
 
 delay is a ground for winding up : see Business op Company. 
 of winding-up, 
 
 compulsory, 36, 77, 633. 
 
 after supervision order, 41, 42, 423. 
 after voluntary winding-up, 36, 78, 144.
 
 720 Index. 
 
 COMMENCEMENT— continued. 
 
 of winding-up — continual. 
 
 voluntary, 41, 139, 404, 641. 
 
 under supervision, fJ. 78, 423, 425. 
 
 when petitions presented before resolution passed, 425. 
 
 life assurance < ompanies, of, 77 n., 78. 
 and siibsidiary companies, 78. 
 
 contracts executed and executory after, 80. 
 
 entered into at a distant branch office, after, 80. 
 
 shares, transfer of, after, 80. 
 registration of, after, 81 n. 
 
 rnoni >ya expended after, liability of directors as to, 81. 
 
 payment of debt after, to creditor, 82. 
 
 where several petitions, 77. 
 
 dealings with property after : see Property of Company. 
 of action after winding-up order, leave for, 58. 
 
 COMMISSION, 
 
 salary paid by way of, 94. 
 for placing shares, 132. 
 
 underwriting at a discount, 132. 
 on sales, &c, liability of directors for, 214. 
 
 improper, 219. 
 • remuneration of liquidator by, 377. 
 on sales : reconstruction scheme, 438 n. 
 
 COMMISSIONERS 
 
 for taking evidence, under the Act, 639. 
 
 COMMITTEE OF INSPECTION, 
 appointment of, 273, 383, 426. 
 audit of liquidator's books of account by, 370. 
 bank of liquidator, powers as to, 282. 
 bankruptcy, &c, of member of, 280. 
 books to be submitted to, 373. 
 
 how often, 373. 
 calls, sanction of, 352, 353. 
 constitution of, 279. 
 differences as to, how settled, 292. 
 dividend, declaration of, 361. 
 expenses of priority of, 324. 
 how to act, 279. 
 
 if none, Board of Trade may exercise its powers, 280, 379. 
 investment of funds on request of, 289, 369. 
 meeting of, how called, 279. 
 member of, how removed, 2S0. 
 member of, must not generally make profit, 378. 
 when allowed, 378. 
 
 sanction of payments to, 379. 
 
 becoming purchaser of company's assets, 378. 
 
 members of, 279. 
 record of proceedings, 372. 
 remuneration of liquidator, 377. 
 resignation of member of, 280. 
 sale of securities at request of, 2S9, 369. 
 sanction of, to carrying on business, 2S3. 
 
 employment of solicitor, 284. 
 calls by liquidator, 285. 
 special bank account, 282. 
 sale to member of, 378. 
 vacancy, how filled, 280. 
 
 continuing members may act, 280. 
 
 formal defect in appointment of, 383.
 
 Index. 721 
 
 COMMITTAL FOR CONTEMPT, 
 
 refusing to answer in examination under s. 115.. 202. 
 
 COMPANIES LIQUIDATION ACCOUNT: see Liquidator; Board op 
 Trade ; Payment In ; Payment Out. 
 
 investment of surplus funds, 288. 
 
 mode of payment into, 282. 
 
 payments into by liquidator, 282, 286, 318, 366, 368. 
 
 by Board of Trade, 282. 
 payments out, 170, 199, 283, 348. 
 regulations as to remittances to, 394. 
 special bank account, 282. 
 transfer of funds to, 2S2. 
 
 COMPANIES (WINDING-UP) ACT, 1893.. 674. 
 
 COMPANY, 
 
 abortive, 113 : see Abortive. 
 
 Act, incorporated by special, 10, 56. 
 
 action against : see Action. 
 
 amalgamated, 11, 111, 112: see Amalgamation. 
 
 ancient, of freemen, 8. 
 
 America, with assets in, 18 n. 
 
 arrears of calls from insolvent shareholders in, 156 n. 
 
 articles of association, 623. 
 
 assets of, sale of: see Sale, Realization. 
 
 assurance : see Life Assurance Company. 
 
 authority of, to appoint liquidator, delegation of, 642. 
 
 banking, audit of accounts of, 664. 
 
 books of: see Books op Company. 
 
 " bubble," winding-up of, 33. 
 
 business of : see Business op Company. 
 
 canal, 10. 
 
 capital exceeding £10,000, what Courts have jurisdiction, 263. 
 
 less than £10,000, what Courts have jurisdiction, 263. 
 chartered, 7. 
 colonial, 666. 
 
 registration of, 667. 
 conveyance by, on sale by liquidator, 414. 
 cost book : see Cost-Book Company. 
 costs of, on petition, 237. 
 debenture which is informal under bill of sale, whether good against, 
 
 107. 
 defunct, striking off name of, 43. 
 discharge of servants of, 93, 95. 
 dissolved, when deemed to be, 418. 
 dock and railway, 7. 
 ferry, 7, 10. 
 
 foreign, jurisdiction of Court as to : see under Foreign. 
 formation of, proof as to contracts before, 113. 
 fraudulent, exceptional jurisdiction in case of, 11. 
 friendly : see Societies. 
 
 guarantee, limited by, effect of winding-up on, 87, 184 n., 634, 641. 
 illegal, winding-up of, 9, 10. 
 indemnity against, proof of, 115. 
 industrial : see Societies. 
 insolvent, how long considered, 120. 
 
 when considered, 97 n., 120. 
 land, when may not hold, 624. 
 lease of undertaking of. 
 
 under Joint Stock Companies Arrangement Act, 661. 
 less than seven members, 23. 
 E.W. 3 A
 
 722 Index. 
 
 COMPANY— continued. 
 
 liability of, mode of limiting, 622. 
 
 limited by guarantee, effect of winding-up, 87. 
 
 limited by shares, lias no right to purchase its own shares, 135, 136. 
 
 liquidation, in, 
 
 costs incurred by, how paid, 254. 
 liquidator of: see Liquidatok. 
 loan to, on security of its own shares, 174. 
 malicious petition to wind up, 57. 
 meeting, general, of : set MEETING. 
 memorandum of association of guarantee, 622. 
 
 liability by signing, 17.;. 
 
 less tlian seven persons, 10. 
 
 misstatement of liability of deceased contributory by, 168. 
 mortgagee, in position of, ii"t affected by ReUock'i Com, 100. 
 name of, use of, l>y liquidator, 635. 
 
 by directors after appointmenl of liquidator, 141. 
 by oreditors and contributories, 62,' 4 416. 
 publication of, 628. 
 ohange of, 455, 168 
 
 identity of, with that of another company prohibited, 624. 
 new, under scheme of arrangement, 117, 149. 
 office of, registered, 628. 
 
 ofliet rs 1 Bervants, contract to compensate, how affected by winding- 
 up, 85. 
 one man company, 117. 
 petition by : see PETITION FOB WiSDING-trP. 
 promoter of : >y< Pkomotki;. 
 property of: sre Property OF COMPANY. 
 public, 5, 11, 56. 
 railway : see Railway. 
 registered office of : sn Orrni. 
 registration of: see Registration. 
 restoration of name of, to register, 666. 
 
 when carrying on business only for purpose of winding-up volun- 
 tarily, 5 n. 
 resuscitation of, after ultra vires amalgamation, 112. 
 savings bank, not necessarily a "banking company," 9. 
 scrip, 9. 
 
 seal of, use of, by liquidator, 635. 
 service on, 331. 
 
 special Act. incorporated by, 10, 56. 
 subsidiary winding-up of, 17 n. 
 telegraph, 10. 
 tramway, 7, 10. 
 ultra vires, loan to, 48. 
 undertaking of : see Undertaking. 
 unlimited, liability of shareholders in, 185. 
 
 limitation of, 119, 135. 
 unregistered : see Unregistered Company. 
 what may be wound up, 5. 
 winding-up of: see Winding-up. 
 
 when registered but not formed under Act, 157. 
 
 COMPENSATION 
 
 for damage done by exercise of compulsory powers, IIS. 
 payment for, out of parliamentary deposit, 118. 
 
 COMPETITION 
 
 for payment, between shareholders and creditors, 91. 
 debts to shareholders and other creditors, 92.
 
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 Index. 723 
 
 COMPROMISE, 
 
 appeal against, with creditors and contributories, 192, 412 n. 
 
 circulars as to, 193. 
 
 claims against directors, of, 195. 
 
 consideration for, 195. 
 
 contributories, with, by liquidator, 192, 645. 
 
 sanction of judge to, 194, 691. 
 memorandum, as to application for, 194. 
 liquidator's costs of, 248. 
 memorandum of agreement for, 193. 
 affidavits as to, 193. 
 costs received by liquidator, how accounted for, 248, 251. 
 costs of winding-up after, with some of the contributories, 258. 
 creditors, by majority of, 194. 
 with, 117 n. 
 
 examples of, 195 n. 
 voluntary winding-up in, 194. 
 winding-up under supervision in, 194. 
 of debenture action, 470. 
 
 powers given by debentures to majority of holders, 475. 
 meetings to ascertain wishes of debenture-holders, 476. 
 resolutions, sanction of, by Court, 476. 
 division of amount of, between policy-holders and creditors, 192 n. 
 effect and extent of, 192, 195. 
 impeaching, 412. 
 
 liquidator, power of, to effect, 192, 645. 
 with a class, 193, 412. 
 by, sanction of Court, how far necessary to, 192. 
 
 whether general sanction is sufficient, 
 
 192 n. 
 objection that sanction was not oc- 
 
 tained, 192 n. 
 under Act of 1890.. 192. 
 under Act of 1862.. 193. 
 how obtained, 192, 193. 
 memorandum of, 193 ,194. 
 sanction of committee, how far necessary to, 192. 
 control of Court, 192, 194. 
 
 sanction of Board of Trade, where no committee, 192 n., 280. 
 petition by, for general, 193. 
 voluntary winding-up, in, by, 192, 193. 
 
 sanction of Court to, 194, 412, 691. 
 of shareholders to, 412„ 
 415. 
 winding-up under supervision, in, by, 192, 427, 429. 
 marshalling proceeds of, in unlimited insurance company, 196. 
 meeting of creditors as to, 661. 
 memorandum of agreement for, 194. 
 order for, when drawn up, 194. 
 practice on making, 193. 
 rescission of, grounds for, 196. 
 
 shareholders, claims by individuals against directors, 195, 196. 
 stranger, with, enforcing, 195 n. 
 
 unlimited insurance company, in, marshalling proceeds of, 196 
 wishes of majority, against, 194. 
 
 COMPULSORY ORDER 
 
 may be made in voluntary winding-up, 35. 
 
 after supervision order, 36. 
 previous proceedings may be adopted, 36. 
 when winding-up is deemed to have commenced, 36. 
 petition of Official Receiver, 36.
 
 724 Index. 
 
 COMPULSORY ORDER-r«mtfnued. 
 
 cheaper and better than supervision order. '.'<~ . 
 
 why preferable to voluntary winding-up, 38. 
 
 when creditor entitled to, 39. 
 
 delay in voluntary winding-up, a ground fur, 39. 
 
 substituted for supervision order, when. 39. 
 
 grounds for preferring, instead of supervision order, 38. 
 
 may be made on contributory'a petition, 40. 
 
 date of commencement of, 41. 
 
 CONCLUSION 
 
 of liquidation, rules as to, 363. 
 
 CONDITION. 
 
 introduced in agreement for shares : see SHABBS. 
 
 CONDUCT OF WINDING-UP: see Obdeb, Winmng-vp Order; sub 
 " carriage of orders." 
 
 CONSENT ORDER, 
 
 application to discharge, made on day when winding-up petition pre- 
 sented, 230. 
 
 CONSIDERATION 
 
 may be inquired into on winding-up, though judgment obtained, 117. 
 
 CONSOLIDATION 
 
 of action and winding-up, G2. 
 
 CONSTRUCTION 
 
 of s. 38 of Companies Act, 1S62. .87. 
 
 CONTEMPT OF COURT, 
 
 advertisements interfering with receiver. &c., 479. 
 
 by person untruthfully stating himself to be a creditor or contributory, 
 
 '286. 
 by witness refusing to answer, 202, 318. 
 
 wlmi before person having no power to commit, 202. 
 default in preparing statement of affairs, 275. 
 prematurely, proceedings under s. 115.. 205. 
 privilege of members of Parliament, 318. 
 
 wrongly claiming to be creditor in order to inspect statement of affairs, 
 275. 
 
 CONTINGENT, 
 
 liabilities, debts, &c. ; see Liabilities, Debts, &c. 
 
 CONTRACTS, 
 
 assets for purchase of outstanding, 689. 
 
 company, on behalf of, 660. 
 
 company's, bow affected by winding-up, SO. 
 
 damages for nun-performance of, through winding-up, 110. 
 compensate officers and servants, to, how affected by winding-up, 86. 
 conditional, made by receiver : confirmation, 474. 
 directors on behalf of the company, 117. 
 distant branch of company, with, after winding-up commenced, 115. 
 
 proof for, 81, 115. 
 entered into before formation of company, whether damages can be 
 
 proved in respect of, 113. 
 excluding vendor's lien, 79 n. 
 for shares, 
 
 by agent : see Agreement. 
 
 discount to be issued at, 131, 132 : see Discount. 
 
 striking name off register, where, 233.
 
 Index. 725 
 
 CONTRACTS— continued. 
 for shares— continued. 
 
 failure to register, 114. 
 fully paid, 143. 
 
 voidable and void, difference between, 230, 231. 
 summary of cases as to, 162. 
 for fully paid-up shares, 130. 
 
 cannot be included in articles, 129, 130. 
 
 entered into by persons not yet promoters, whether within 
 
 s. 38 of Act of 1867.. 180. 
 foreign, 81, 115. 
 goods, for delivery of, by instalments, after winding-up commenced, 80 n. 
 holders of, may resuscitate company after ultra vires amalgamation, 112. 
 limited liability on, 185. 
 
 mentioned in prospectus, what should be, 180, 660. 
 mutual assurance societies, between members of, whether affected by 
 
 winding-up, 86. 
 notices given under, 77 n. 
 notice, without, of winding-up, 80. 
 proof, in respect of : see Debts. 
 
 contract before formation of company, 113. 
 when contract has become impossible, 110. 
 when there is a cross claim, 110. 
 where fraudulent, 117. 
 for building, 110 n. 
 with railway contractors, 110 n. 
 priorities in such cases, 110 n. 
 
 where unregistered under 25th section of Act of 1867. .114, 134. 
 ultra vires, where, 115, 116. 
 
 by authorized director, but company not mentioned, 117. 
 rates, payment of, 71, 72. 
 
 reduction of: see Life Assurance Company; Reduction of Con- 
 tracts. 
 registration of: see infra, sub "section 25, &c." 
 sale of property of company : see Sale. 
 sale, for, incomplete at commencement of winding-up, 80, 102. 
 
 by mortgagees, 102. 
 section 25 of Act of 1867, what are within, 128, 190. 
 section 38 of Act of 1867, 
 
 what are within, 180, 660, 661. 
 
 whether need be in writing, 181. 
 
 whether need be in existence at date of prospectus, 180. 
 non-compliance with, nature of action for, 180. 
 
 right of action for, to whom belongs, 180. 
 
 when plaintiff is dead, 181. 
 damages for, 181. . 
 
 when contributory mistake by plaintiff 161. 
 no ground for rectification of register, 233. 
 "knowingly issue," meaning of, 181. 
 " promoter," meaning of, 181. 
 " officer," not trustee, 131 
 shares, for : see above. 
 
 transfer of shares, for, after winding-up commenced, 80. 
 Stock Exchange Rules, whether varied as to, 81, n. 
 unregistered, set-off against calls, 191. 
 voluntary winding-up, effect of, on, 405. 
 
 CONTRIBUTORIES, 
 
 abortive company, of, 126. 
 
 absconding, power of Court in case of, 162, 638. 
 
 to arrest, 162. 
 
 to issue writ ne exeat, 162.
 
 72G Index. 
 
 CONTRIBUTORIES— continued. 
 
 absconding form of order and proceedings, 1G2 n. 
 actions by, in name of company, 62. 
 adjustment of rights between, 156, 1S3, 637. 
 calls for, 128, 156. 
 
 matters to !"■ considered on making, 15G. 
 whether affected by clausi a in articles, 156. 
 what Court can do on making, 156. 
 in voluntary'winding-up, 412. 
 
 advances by, I vei calls in winding-up, 81 a., 86. 
 
 advertisement, where nunc, whether can appear on petition, 239. 
 
 agreement to become members, whether constitutes, 143. 
 
 allottees of shares, whether are. 1 1:;. 
 
 amalgamation after, liability of, 168. 
 
 appeal by, from order excluding another member from list, 244. 
 
 appearance on petition by, 239. 
 
 applicant (unauthorized), for shares in another's name, 143. 
 
 application to Court in voluntary winding-up by, 414, 042. 
 
 arrangement for varying liab lity between, 128. 
 
 attendance at proceedings of, 693. 
 
 15, who are : s» , l> I'on ikii'.vtouy, ami I'ktition for WiNDlNG-UT. 
 
 bankrupt, 
 
 arrears of calls from, not estimated by liquidator, 158 n. 
 
 calls, payment of, in case of, 150. 
 
 order tor. when not made, 150, 187. 
 
 proof against, 150, 151. 
 
 set-off, right of, to, 188. 
 
 strangers to company, are. 187. 
 
 trustee of, right and* liability of, 150. 
 disclaimer bv, 150. 
 effect of, 150. 
 time for, 151. 
 
 proof of company in respect of, 151. 
 building society, in, 159. 
 calls on : see Calls. 
 cases relating to, 125. 
 classification of, 126. 
 
 companies holding shares in other companies, 153. 
 companies registered, but not formed under Acts, 157. 
 compromises with, by liquidator: see Compromise. 
 conduct, by reason of, persons may become, 143. 
 cost-book companies, in, 156 n., 158. 
 costs, liability for, 145. 
 costs of, of petition : see Costs. 
 
 of settling opposed list : see Costs. 
 creditors, who are, proof by, 91. 
 
 rights of, against, 126. 
 date for determining who are, 126. 
 debts, who have bought up, proof by, 91, 113. 
 
 enforcing payment, 636. 
 deceased, 147, 168, 632. 
 
 administration of estate of, by liquidator, 148. 
 
 balance order against representative of, effect of, 148. 
 
 calls on estate of, 148. 
 
 devisee of, 150. 
 
 executor of : see Execxtok. 
 
 liability of, 126 m, 147, 148, 632, 635, 636. 
 insolvency of, how affects set-off, 189. 
 
 misstatement by company of liability of, 168. 
 
 proof against estate of, 148. 
 
 representative's liability, 126 n., 147, 148, 632, 635, 636. 
 defaulting, proceedings against, 161.
 
 
 
 
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 Index. 727 
 
 CONTRIBUTORIKS— continued. 
 definition, 125, 143, G32. 
 distribution of assets between, 637. 
 
 in voluntary winding-up, 411. 
 dividend, repayment of, by, 161. 
 examination of, on settling list, 197. 
 file of liquidator, may inspect and copy, 374. 
 forfeited shares, holders of, 137. 
 
 fully paid-up shareholders are, 127, 143 : and see Petition for Winding- 
 up; Paid-it. 
 
 but not placed on the list against their will, 127. 
 although indebted to company, 127. 
 
 put on list to share surplus assets, 128. 
 heir or devisee of, 147. 
 
 in illegal company, whether can petition for winding-up, 10. 
 industrial societies, 119, 135. 
 infant shareholders, in case of, 146, 147, 172. 
 inspection of liquidator's file, by, 37 4. 
 
 statement as to pending licpuidations, 285. 
 liability of, 125 : see Liability. 
 
 avoidance of: see Liability. 
 
 guarantee companies, in, 146 n., 156 
 
 infant transferee, in case of, 147, 172. 
 list of: see List op Contribtjtories. 
 majority of, canuot alter rights to surplus assets, 411. 
 married women as, 126 n. : see Married Woman. 
 meaning of word, 125. 
 
 meeting of, 35, 52 : see Meeting ; First Meeting. 
 misfeasance, summons as to, by, 207. 
 mortgagee, 174. 
 
 mutual insurance companies, in case of, 158. 
 
 name of company, when may sue in, after winding-up order, 62, 416. 
 past members, 54, 144: see B Contbibutories. 
 payment by, how enforced, 161. 
 
 in full, after, may receive dividends in winding-up, 189. 
 personal representatives of, 126 n., 148, 632, 635, 636. 
 petition, may present, 50. 
 
 right to copy of, 333. 
 petition by, 50 : see Petition for Winding -i P. 
 
 distinction in case of limited and unlimited companies, 31. 
 
 grounds for refusing, 41. 
 policy-holder with profits, as, 135, 158. 
 priorities between, 125. 
 proceedings in name of company by, 62, 416. 
 
 under s. 138 . . 417. 
 proof by, where creditors, 91. 
 
 payments of dividends after, 91. 
 
 when permitted, 91, 92. 
 
 when they have bought up debts, 91, 1 13. 
 
 and are trustees, 1 IS u. 
 directors, 113 u. 
 public examination, may fake pari in, 277. 
 
 by solicitor or counsel, 277. 
 relatives of, examination of, 199. 
 release of, whether, can be confirmed by liquidator in winding-up under 
 
 supervision, 427. 
 representative of, 147, 525, 635. 
 savings bank, trustee or manager of, 159. 
 scrip certificates, holder.-, of. 54. 
 service upon, how made, 319, 6:»:i. 
 set-off, by, 187 : see Set-ofk 
 
 when company unlimited, 18S.
 
 728 Index. 
 
 CONTRIBUTORIES— continued. 
 when company limited, 188. 
 solicitor of, change of, 693. 
 Stannaries, in the, 15G n., 158. 
 statement of affairs, summary of, to he sent to, 209. 
 may inspect, 275. 
 
 on what conditions, 275. 
 staying proceedings against, after winding-up order, 74. 
 sue in name of company, may obtain leave to, 62, 416. 
 surrender of shares by servants, in case of, 127. 
 transferees of shares, 137. 
 transferors of shares, 138, 139, 143. 
 unincorporated society in, 159. 
 unregistered company, who are in, 158. 
 vendor of shares, if transfer not completed, 139. 
 voluntary winding-up, in, application by, 415. 
 
 in what Court, 415 u. 
 
 how made, 415. 
 
 dispensing with service of, 415 n. 
 
 under s. 138, when cannot be made to impeach amalgama- 
 tion, 416, 417. 
 
 CONVERSION 
 
 of capital into stock, notice of, 625. 
 effect of, 625. 
 
 CONVEYANCE, 
 
 for benefit of creditors, 82. 
 
 fraudulent preference, by way of, 82 seq. : see Preference. 
 
 liquidator, by, 414. 
 
 CORPORATION, 
 
 municipal, ecclesiastical, literary, or scientific, not an association within 
 the meaning of the Act, 9. 
 
 COSTS, 
 
 action, of, by or against company in liquidation, 75, 254. 
 application to stay, of, 67,74, 75. 
 for leave as to, 75. 
 
 of, after notice of voluntary winding-up, 257. 
 when successful plaintiff obtained leave to bring, 
 66 n., 75. 
 advertisement of petition, effect of, as to, 239. 
 where none, 239 n. 
 appeal from order as to, 250. 
 appeal, 
 
 from disallowance of claim, 246, 292, 360. 
 from orders in the winding-up, 245, 250. 
 appearance on creditor's summons after dissolution, 253, 254. 
 application to stay proceedings of, 257: see Action; Staying Pro- 
 ceedings. 
 
 for, should be made at time of proceeding, 320, 321. 
 for, not made at time of proceeding, 320, 321. 
 for leave to purchase assets, 378, 379. 
 assets of company, payable out of, 57, 245, 253, 322. 
 attendance of creditors and contributories at meetings, 382. 
 business of company, of carrying on during liquidation, 253. 
 calls for, 257. 
 
 in debenture action, 475. 
 committee of inspection, 324. 
 company in liquidation, incurred by, 254. 
 how paid, 875. 
 execution for, 875. 
 priority of, 875.
 
 Index. 729 
 
 COSTS— continued. 
 
 contributories, on settling list of, 244. 
 
 creditors' or contributories' representative, of, 246. 
 
 creditor's action of, after voluntary winding-up, 75, 257. 
 
 and offer to admit proof, 75. 
 debenture-holders' action, of, 475, 467, 480. 
 debt, of disputing, 26,. 246., i -3"*" 
 execution for, 246. 
 
 whether given against liquidator personally, 246. 
 debt small, refused, 47. 
 discretion of judge as to, 247, 248. 
 dissentient shareholders, liability of, for, 256 n. 
 documents of, proving, 692. 
 execution for, 65, 66. 
 extra, are not damages, 57. 
 former, claim when unpaid, 1 17. 
 gross sum in lieu of, 259. 
 
 when parties are poor, 259. 
 indemnity for, 253, 256. 
 infant, on delay by, 245. 
 invalid order for winding-up, of, 239. 
 Judicature Acts and rules, effect of as to, 247. 
 liability of past members for, 145. 
 lien of solicitor for, 252. 
 list, on settling opposed, 244. 
 
 when paid out of assets, 244, 245. 
 liquidator's : see Costs, winding-up of. 
 defending action for company, 254. 
 general rule as to, 249. 
 in discretion of Court, 247. 
 appeal as to, 245. 
 meetings, 337, 382. 
 provisional, 269, 239, 240. 
 priority of, 245. 
 realizing debentures, 467. 
 security, 343. 
 solicitor of, 249, 251,252. 
 taxation of, 250. 
 mortgagee of, in enforcing security, 75. 
 
 attending winding-up proceedings, 253 n. 
 of petition, 327. 
 
 appearance merely for, 240. 
 
 costs of, 321 
 company ordered to pay, 240 n. 
 creditors not entitled to, as of right, 240. 
 directors appearing, of, 254. 
 directors, by, 57, 239. 
 
 when authorized by articles of association, 57. 
 dismissed, 237. 
 
 what borne by petitioner, 237. 
 none given, wben, 238. 
 
 wish of majority of shareholders where petition is by share- 
 holder and band fide, 23S. 
 received by solicitor as provisional liquidator, 239. 
 disputed debt, after payment of, 238, 242. 
 general rule, 237. 
 
 of opposing parties reserved, 237 n. 
 offer to pay debt or give security, after, 238, 257. 
 
 to wind up voluntarily and pay costs, after, 238. 
 personal charges made in petition where, 239. 
 petitioner's are first charge on estate, 243.
 
 730 Index. 
 
 COSTS— continued. 
 
 of petition — continued. 
 
 petitioner's, what are included in, 244. 
 
 no set-off for calls, against, 244. 
 priority of, under Act of 1890.. 117, 244, 257, 323. 
 sanction reconstruction, to, 256. 
 second petition bencticial. where, 241. 
 
 presented without knowledge of first, 241. 
 presented with know! dge of first, 241, 242. 
 proceeded with alter knowledge of first, 241. 
 secured creditors may take withoul electing, 240. 
 security for, 254. 
 
 several, where there are, 240, 241. 
 solicitor, of, for opposing petition, 237 n., 244 n. 
 of company presenting petition, 243. 
 supervision order, for, what allowed to company, 2, 237. 
 tender after, 238. 
 
 where calls arc charged to debenture-holders, 175. 
 where order made, 2: 17. 
 genera] rule, 237 a q. 
 
 is not inflexible, 240. 
 examples, 240. 
 of creditors and shareholders, 240, 245. 
 opposing, but not served, 239. 
 appealing separately, 240. 
 where order subsequently discharged as invalid, 810. 
 
 made on second petition, 240 n. 
 where petition improper, 27. 
 withdrawn or abandoned, 238, 243. 
 
 of creditors and shareholders, 239 seq. 
 unopposed till hearing, 4G. 
 of summoning meetings, 337. 
 
 plaintiff, of, in successful action sanctioned after winding-up, 66 n. 
 preliminary inquiries, of, 244. 
 ^ preservation of property, of, 237 n., 252, 253. 
 
 priority of payment ofJll7, 244, 257, 323, 637. 
 
 in voluntary liquidation, 257. 
 proceedings by creditor with notice of voluntary windiug-up, 257. 
 prolix forms, of, 308. 
 proving debt, of, 245. 
 
 where claim adjourned into Court, 245. 
 where claim partly successful and liquidator fails in another 
 r-^> claim, 246. 
 
 realization of company's property, of, 252, 253. 
 l p J| "lu"b postponed to costs to be "paid to successful litigant, 248, 249, 
 
 ^ 253. 
 
 ^ when part of assets severed, 253. 
 
 reconstruction, scheme of, 435, 451. 
 rectification of register, application for, 234. 
 representative of creditors and contributories, of, 246, 247. 
 representative cases, in, 247. 
 
 restraining actions, &c, of: see Action ; Staying Proceedings. 
 sale, of, 258. 
 
 sections 85, 87, and 163, under, 75. 
 secured creditor, of, 240. 
 
 security of special manager, 343 : see Special Manager. 
 liquidator, 343 : see Liquidator. 
 not given against him personally, 246. 
 security for, 254. 
 
 application for, 249. 
 building society by, 256. 
 creditor resident abroad, by, 255. 
 
 7 
 
 h^(^i c
 
 COSTS — continued. 
 
 security fox—continued. 
 cross suit in, 255. 
 delay in applying for, 255. 
 iurtner, application for, 255 
 discretion of Court as to amount of, 255 
 juriadict.on, where petitioner is res dent out of 255 
 ife assurance company, in winding-up It; ' 
 limited company, when required of, 254 631 
 interpleader proceedings, in, 255 
 in misfeasance proceedings 211 R4S 
 policy-holder, when petitioner^ 16 
 summons under section 10 of A nt'nf l son re , 
 
 255. or Act of 1890 (formerly sect. 165), on, 211, 
 
 waiver of right to, 255 n. 
 trustee in bankruptcy in case of, 255 n 
 under sect. 10 of Act of 1890 (formerly* sect ifi'i i 9n 9« 
 unlimited company in case of 256 } ' *' 255 " 
 
 «<* Z heR n T T raised h y amendment, 255 
 set-off against calls, 190. ' 
 
 policies, 196. 
 
 shorthand notes, of, 318. 
 
 solicitor's, 237 n., 249, 251, 252, 284 
 
 costs set off against calls due from him 191 
 
 statement of affairs, of, 274, 340 
 successful litigant, of, 248 ' 
 
 costs of, 251. 
 
 order for, 251, 320. 
 
 certificate of employment before 321 
 
 register of bills taxed, 321. 
 
 notice of appointment, 320. 
 
 bill, lodgment of, 320. 
 copy of, 320. 
 
 certificate of, 321. 
 review of, 321, 322. 
 solicitor of company's bill, 260, 321 
 on what scale, 259. 
 higher scale, 259. 
 refused, 260 n. 
 
 where appeal is from Stannaries, 259 n 
 winding-up under supervision, in, 2 426 429 
 tendency of Courts as to, 247. ' 
 
 third party, payment of, by, 235 
 
 SSwn^ r ociat f T' ° f °PP° S 'DS Pities in case of, 237 n. 
 SSg up,^ eD Petltl ° n W3S ' ° n P a ^ ent of di ^'^ debt, 238, 243. 
 
 amalgamated company, 256. 
 
 assets insufficient, where, apportionment of, 248 
 
 B contnbutories, liability of, for, 145-147 
 
 bankruptcy rules, 100. 
 
 bankrupt shareholders' liability, 151 n 
 
 call made to satisfy, 183, 185. 
 
 director, of, 254. 
 
 general rule as to, 247. 
 
 insurance companies, 16, 257, 258.
 
 732 Index. 
 
 COSTS— continued. 
 
 winding-up — continued. 
 
 mortgagee attending proceedings, of, 249. 
 
 mutual insurance associations, 258. 
 
 liquidator, ordered to be paid by, repaym< nt of, *-,"io. 
 
 personally, when, 250. 
 priority of, 2.">7. 
 liquidator, paid by, out of pocket, 249, 250. 
 
 to bis solicitor, 240, 250 u., 251. 
 of, 2, 249. 
 
 where he is unsuccessful, 66, 250, 257. 
 ou appeal, 250. 
 taxation of, 250,251, 320. 
 when winding-up order is discharged, 250. 
 improperly made, 186. 
 lessor of company, as against, 253. 
 order to pay, 250. 
 on account, 251. 
 printing summary of accounts of auction sales, 
 
 :571. 372. 
 prolix forms, using, 308. 
 proof of debt, 355, 360. 
 where costs have b< en received on a compromise, 251. 
 whether any lien for, 252 
 
 where business unauthorized, 252 n. 
 promoter's expense, as to, 252 n. 
 of realization in debenture-holdera* action, 253 n. 
 what may be included in. 253. 
 where assets are severed, 253. 
 litigious and non-litigious, 247. 
 
 order to pay to company subsequently wound up, 237. 
 priority of, 248. 
 
 in debenture-holders' action, 248 n., 253 n. 
 in case of preservation and realization of property, 253. 
 priority of, under Act of 1890.. 117, 248, 249, 322: and see the various 
 
 headings. 
 priority of, 
 
 as to companies not affected by the Act of 1890.. 248. 
 shareholders, of, whether allowed out of assets, 253. 
 solicitor's, 79, 248, 249, 251 seq. 
 agent of, 249 n., 251. 
 election of solicitor as to, 2S4. 
 liquidator not liable for, 251. 
 where change of solicitor, 249, 252. 
 
 and assets insufficient, 252. 
 statement of affairs, preparing, 274, 340. 
 unregistered company, 158. 257. 
 voluntary winding-up, 256, 643. 
 
 liquidator's solicitor. 251, 407, 408. 
 creditor's action after, of, 257. 
 priority of, 257. 
 
 where notice of winding-up, 257. 
 where vexatious, 257. 
 payment of, 412. 
 where some coutributories have compromised, 247. 
 where winding-up order is discharged, 250. 
 when an authority for placing ou list of contributories a shareholder 
 
 not liable for calls, 145. 
 when judgment obtained between presentation and hearing of 
 
 petition, 254. 
 winding-up order, of, when thrown on petitioner, 237 n. 
 winding-up under supervision, separate appearance of company, 421.
 
 Index. 733 
 
 COSTS— continued. 
 
 winding-up — continued. 
 
 withdrawn, where petition was, on payment of disputed debt, 328. 
 writing off calls against solicitor's bill of, 191. 
 
 COST-BOOK COMPANY: see Stannaries. 
 
 claim against, for share of stock and plant, 115. 
 conversion of, into joint stock company, misfeasance, 216 n. 
 winding-up of, 19. 
 
 COUNSEL 
 
 appearing on petitions to get costs, 240. 
 employment of, in public examinations, 277. 
 
 COUNTER-CLAIM : see Set-off. 
 
 in liquidator's action, for debt due to company, 61. 
 for calls on shares, 
 
 in voluntary winding-up, 190 and n. 
 in debenture action, 470. 
 
 COUNTY COURTS, 
 
 jurisdiction of, to wind up, 263. 
 
 power to exclude, 264. 
 proceedings in wrong courts, 265. 
 
 cannot issue writ of ji. fa. to the sheriff of thd county, 265, 319. 
 stating case for opinion of High Court, 266. 
 transfer of business from, 314 seq. 
 service of process, 319. 
 order excluding some, from winding-up jurisdiction, 393. 
 
 COURT, 
 
 when companies can be wound up by, 21. 
 
 in the Stannaries, 676. 
 payment into of disputed debt, 26. 
 discretion of, in granting or refusing order, 35-37. 
 power to make supervision order in voluntary winding-up, 42. 
 if doubtful as to proper course may order meeting of contributories, 52. 
 application for leave to commence or stay proceedings, 60. 
 
 how made, 60, 61. 
 sanction of, to distress, 71. 
 power to order payment by contributories, 161. 
 
 arrest of absconding contributories, 162. 
 repayment of improper dividend, 161. 
 sanction of, to compromise, 192. 
 what Courts have jurisdiction to wind-up, 263. 
 
 where capital £10,000.. 263. 
 
 under £10,000.. 263. 
 
 powers of, 264. 
 wrong, proceedings in, 265. 
 petitiou wilfully presented in wrong Court, 265. 
 transfer of proceedings, 266. 
 exercise of powers of s. 12, Act of 1890.. 284. 
 sanction to carrying on business, 283. 
 
 employment of solicitor, 283. 
 
 to liquidator rectifying register, 285. 
 will not usually interfere with legislator's discretion, 292. 
 
 unless exercised on wrong principle, 292. 
 judge may do any act authorized to be done by Court, 298. 
 matters to be heard before judge, 310. 
 in chambers, 310. 
 adjournment into Court, 311, 312. 
 time and place of sittings, 319.
 
 734 Index. 
 
 COURT — continued. 
 
 powers of, after supervision order, 425. 
 power to remove voluntary liquidator, 426. 
 sanction of, to reconstruction scheme, 441. 
 
 wishes of shareholders and creditors, 442. 
 considerations for, in sanctioning scheme of arrangement, 448. 
 power to deprive secured creditor of security, 450. 
 ground of refusing to sanction scheme of arrangement, 451. 
 
 COVENANTS, 
 
 on conveyance by liquidator, 414. 
 
 CREDIT, 
 
 fictitious, agreement to procure, 79. 
 mutual, 101 n. 
 
 whether, can be contracted out of, 123. 
 proof when there is, 120. 
 
 Bankruptcy Act as to set-off, applies only to pecuniary claims, 121. 
 only applies as between creditor and 
 company, 121. 
 
 CREDITOR, 
 
 secured, 
 
 remedies of, 100. 
 
 application of bankruptcy rules to debts of, 101. 
 valuing security of. 
 
 effect of proof being rejected, 100 n. 
 particulars of claim to be furnished by, 100 n. 
 locus pcenilentize, until certificate of debts made, 101. 
 time for making election by, 101. 
 effect of s. 10 of Judicature Act, 1875 . . 101. 
 mortgagees contracting for sale of company's real estate, 102. 
 vendor's lien, 103. 
 maritime lien, 103. 
 stoppage in transitu, 103. 
 title-deeds deposited with bank, 103. 
 omits to prove debt in winding-up 
 
 may afterwards prove for unsecured balance, 103. 
 
 but not disturb a past dividend, 337. 
 sues surety and also proves in winding-up, 103, 104. 
 mortgagee of uncalled capital, powers of, 104. 
 debentures : see Debentikes. 
 bills of sale, 107. 
 
 policies of insurance : see Policy-holders. 
 see also Annuities. 
 
 CREDITOR'S PETITION : see Petition. 
 
 ~^J 
 
 CREDITORS, 
 
 meetings of, see Meetings. 
 liquidator, trustee for, 1. 
 meeting of, when Court may call, 35. 
 
 may oppose adoption of proceedings in voluntary winding-up, when com- 
 pulsory order subsequently made, 36. 
 entitled to voluntary winding-up if asked for, 39. 
 compulsory order asked, supervision order made, 39. 
 time given by Court for payment of, 47. 
 vendor of land compulsorily taken, when, 47. 
 persons entitled to rent when due, 47. 
 surety, not called on to pay, 47. 
 holder of garnishee order absolute, 48. 
 who is entitled to petition, 48, 49.
 
 Index. 735 
 
 CREDITORS— continued. 
 
 holder of bill of exchange, 48. 
 not matured, 48. 
 dishonoured, 48. 
 
 lender of money which company is not entitled to borrow, 48. 
 
 claimant of unliquidated damages, 48. 
 uncertain debt, 48. 
 
 who has encumbered the debt, 48. 
 
 accepted another debtor in place of the company, 48, 131. 
 
 where debt has been attached, 48. 
 
 assignee of debt, 48. 
 
 executor of, 48. 
 
 who had agreed to refer to arbitration, 49. 
 
 under agreement with voluntary liquidator, 49. 
 when debenture-holders are, 49 n. 
 actions by, 62. 
 
 sale by, in execution before winding-up begun, 64. 
 obtaining order for payment against garnishee before winding-up order, 
 
 64. 
 costs of application to bring action, 75. 
 may bring action after voluntary winding-up, 75. 
 application to *tay proceedings by, costs of, 75, 76. 
 assignments to trustees for benefit of, 82. 
 competition between, and shareholders, 91. 
 must prove right to interest, 97. 
 "meritorious," and "non-meritorious," 118 n. 
 priority of policy-holders as against other creditors, 118. 
 assets when divisible pari passu among, 117. 
 when liquidator may pay in full, 117. 
 set off by, when becoming debtor since winding-up, 122. 
 remedy of : unlimited company registered as limited, 135. 
 no marshalling between, as regards A and B lists, 147. 
 not liable to examination under § 115 .. 199. 
 right to attend examination under s. 115 . . 205. 
 may apply for examination of directors and officers, 207. 
 rights of, on rectification of register, 227. 
 exclusion of, who do not prove within time, 285. 
 directions of, to liquidator, 292. 
 
 to override committee of inspection, 292. 
 
 to summon meetings, 292. 
 may take part in public examination, 277. 
 may employ solicitor or counsel, 277. 
 advertisement for, voluntary liquidator, 412, 413. 
 
 may apply for compulsory or supervision order in voluntary winding-up, 
 415. 
 
 to restrain distribution of assets in voluntary winding-up, 415. 
 dissolution of company, effect on claims of, 418. 
 application to Court by, in voluntary winding-up, 420. 
 may apply to Court in winding-up under supervision, 420. 
 petition for supervision order, by, 422. 
 
 where only claiming unliquidated damages, 422. 
 wishes of, consulted as to order to be made, 421, 423. 
 appointment of additional liquidator in making of supervision order, 425. 
 remedy of; reconstruction scheme, 434. 
 after a year, 434. 
 
 when reconstruction scheme set aside, 434. 
 position of, scheme of arrangement, 447. 
 abroad, voting by proxy, 447. 
 
 telegraphing contents, 447. 
 effect of scheme of arrangement upon, 449. 
 separate classes of, meetings, 450. 
 secured, Court may deprive, of security, 450.
 
 736 Index. 
 
 CREDITORS— continued. 
 
 what, bound by scheme of arrangement, 450. 
 
 effect of scheme upon, 451. 
 
 may apply to Court to sanction sclieme, 451. 
 
 whether can compel liquidator's aseent to a compromise, 451. 
 
 consent of, to reduction of capital. 458. 459, 400. 
 
 execution creditor, whether ousted by debenture-holders, 408, 469. 
 
 restrained from proceeding, 4C8. 
 garnishee ma\ pay. if garnishee order made attaching, 468. 
 execution, seizing chattels after receiver appointed, 477. 
 secured, 
 
 definition of, 99. 
 
 rights of, in proving debts, 99. 
 
 may keep security and present petition, 49. 
 
 CRIMINAL PROCEEDINGS, 
 
 stay of, 58. 
 
 CROSS CLAIM, 
 
 proof on contract where there is a, 1 10. 
 
 CROSS-EXAMINATION 
 
 of creditor on his affidavit, by contributory, 247 n. 
 
 CROSS SUITS. 
 
 security for costs in, 255. 
 
 CROWN, 
 
 rights of Crown not affected by Act, 66, 73, 112. 
 priority of debts of company to, 73. 
 Queen's tuxes. 66 n., 7:! n., 670. 
 claim of Postmaster-4 reneral, 73. 
 priority of, in voluntary winding-up, 411. 
 
 DAMAGES, 
 
 bill of exchange dishonoured abroad, for, 115 n. 
 contract, on, proof for, 110. 
 
 for breach of, before company came into existence, 113. 
 extra costs are not, 57. 
 forfeiture of shares, irregularity in, 157. 
 liquidator against, for delay in paying creditor, 409. 
 misfeasant director, against : see Directors. 
 promoter : see Promoter. 
 manager : see Manager. 
 officers : see Officers. 
 misrepresentation for, on taking shares, 116, 142. 
 
 measure of, 219. 
 non-completion of statutory undertaking within time limited, 117, 118. 
 non-performance of contract by reason of winding-up, for, 110. 
 over-issue of debentures, for, 219 n. 
 proof for, when contract has become impossible, 110. 
 
 not been registered, 114. 
 rectification of register, on, 235. 
 Sect. 38 of Act of 1867, under, 180, 181. 
 set-off of, against claim of assignee of debt, 122. 
 undertaking as to, 
 
 enforcement of, 74. 
 unliquidated, 
 
 claim for, insufficient to support petition, 27, 39, 48, 422. 
 set-off of, when a good set-off, 123. 
 
 against claim by liquidator in action, 61. 
 whether can be proved tor when no contract, 110 n. 
 when company fails to register contract under s. 25 of Act of 1867, 
 114, 133.
 
 Index. 737 
 
 DATE 
 
 of commencement of winding-up : see Commencement. 
 of incorporation, how fixed, 21. 
 
 DEATH 
 
 of liquidator, vacancy how filled, 342, 4 OS. 
 
 where several liquidators, 414. 
 of petitioner, petition, how affected by, 55. 
 
 where order made after death, 55. 
 of contributory : see Contribtjtories, deceased, 
 of persons assured before proof, 109 n. 
 
 DEBENTURE ACTION : see Action. 
 
 DEBENTURES, 
 
 agreement to issue, 105. 
 Bills of Sale Act, how affected by, 107. 
 
 charge by, on the " undertaking," &c, of the company, effect of, 100, 
 468, 471. 
 
 sale of property after, 106, 468, 471. 
 mortgage of property after, 106, 468, 471. 
 definition of, 104, 105. 
 
 discount at a, held not illegal, 131 n., 213 n. 
 of provident and industrial societies, 107. 
 holders of. 
 action by, 
 
 after winding-up commenced, 61. 
 calls in, 184. 
 
 summons, title of, 271. 
 notice as to affidavits in, 394. 
 receiver appointed, 106, 269. 
 transfer of, 317. 
 costs of, 253 n. 
 
 appointment of receiver in, operates as dismissal to servants, 95. 
 collateral security as, proof, 103 n. 
 creditors, whether are, 49. 
 by delivery, voting at meeting, 450. 
 distress by, when they have charge exceeding value of property, 71. 
 
 and consent to waive charge, 71 and n. 
 enforcement of security by, 471. 
 
 equities, when cannot be set up by company against, 105. 
 execution creditors and, rights of, 71, 46S, 469. 
 fraudulent preference, cannot take proceedings in respect of, on 
 
 behalf of themselves only, 84. 
 mortgagees, are not ordinary, 99. 
 petition for winding-up, by, 49. 56. 
 
 in unregistered company incorporated for public purposes, 56. 
 position of, compared with that of other creditors, 106 n. 
 receiver and manager, appointment of, by, 56, 269, 471 : see 
 
 Receiver. 
 trustee for, when property ordered to be handed over to, 10/. 
 informal, 105. 
 
 interpretation of clauses in, 105. 
 issued whether sealed but not delivered before winding-up, 107. 
 
 at discount, whether misfeasance, 131 n., 213 n. 
 may be constituted without creating a series, 105. ^ 
 of incorporated company, application of Act of 1S78 to, 56, 107. 
 order, terms of, where investigation necessary, 424. 
 not secured on any specific property, in two series, 105 n. 
 over-issue of, by directors, damages for, 219 n. 
 powers given in, to bind minority of, 475. 
 warranty of authority to issue, 219 n. 
 
 E.W. 3 B
 
 738 Index. 
 
 DEBENTURES— continued. 
 realizing security, 107. 
 
 registration of, 107. 
 remedies of, 104, 107. 
 rights of transferee for value of, 10G. 
 
 of chargee of moneys due to the company where whole under- 
 taking is mortgaged to secure, 106. 
 supervision order granted to, where creditors desired compulsory, 423. 
 terms of, how construed in winding-up, 105. 
 
 DEBTS: see Claim. 
 
 advances to company bearing interest, 92. 
 
 allowance of, 357. 088. 
 
 allowance of, subject to taxation, 260 n. 
 
 amalgamation, mi, novation of, 111. 
 
 amount of, what entitles creditor to petition, 15. 
 
 assignment of, due from company, 01, 02. 
 
 after commencement of winding-up, 01, 92. 
 if ground for dismissing petition. 48. 
 attachment of, 48, 271 n. 
 of petitioners, 48. 
 in Stannaries, 676. 
 
 whether ground for dismissing petition, 48. 
 bankruptcy provable in, 89 seq., 100. 
 buying up, 91. 
 
 by person who stands in a fiduciary position, 91. 
 calls made to satisfy, 182. 
 calls, application in payment of, 86. 
 
 treated as payment of future call, 85, 86. 
 certificate of. 4K!, OSS. 
 charge in favour of director, 104. 
 collection of. by receiver. 17'.'. 
 
 competition between shareholders and creditors, 91. 
 contingent, estimate of, in proof, 95. 
 
 evidence as to value of, at date of winding-up order, 95, 96. 
 which ripeu after winding-up, proof of, 96. 
 valuation of, 95 n. 
 costs of disputed. 20. 
 damages for breach of contract, 92, 95. 
 Crown, of, not affected by Act, 66, 73, 112, 411. 
 
 Bankruptcy Act, 1883 . . 73. 
 discharge of, by shares, 164. 
 dispute as to amount of, 25. 
 
 adjournment of petition pending, 26. 
 on security being given for, 26. 
 decision of, at hearing of petition, 26. 
 disputed, costs of, 20. 
 
 one claim partly successful, another unsuccessful, r 246. 
 when paid, and petition withdrawn, costs of petitioner, 26. 
 paid into Court, costs where, 26. 
 petition, whether should be enforced by, 26. 
 
 where offer by voluntary liquidator to be liable for 
 and to set apart fund to meet, 26, 27. 
 costs of, 27. 
 dividends, 360. 
 
 where creditor is secured, 98. 
 
 where company solvent, 98. 
 
 where proof is against two companies, 98. 
 
 paid to principal debtor, right of surety to, 103, 104. 
 
 interest, 97. 
 
 at what rate, 98. 
 
 by surety, 98. 
 
 by trustee for company, 98.
 
 Index. 739 
 
 DEBTS — continued. 
 encumbered, 48. 
 expenses of special Act of Parliament, 95. 
 
 formation of company, 95. 
 future liabilities, 28, 95. 
 
 inability to pay, what constitutes, 24, 28, 29, 43, 633. 
 ground for winding-up, 24, 28. 
 
 but no assets, whether company will be wound up, 25. 
 admission of by company, 28 n. 
 examples of, 24. 
 proof of, 24. 
 
 where petitioner's debt under £50. . 17. 
 incurred before dissolution, when a ground for petition, 11. 
 during winding-up, 91. 
 
 paid in full, 91. 
 interest on, when allowed after winding-up, 97, 98. 
 
 judgment creditor, of, conclusive ground for petition unless impeached 
 
 within limited time, 27, 28. 
 unless Court decide that judgment was 
 collusive, 28. 
 on proof of, consideration may be inquired into, 117. 
 loan on security of shares, 92. 
 to members, not debts to company, 156. 
 merger of, in judgment, 98, 99. 
 
 of mortgagees and debenture-holders, distinction between, 99. 
 none, whether order for winding-up made where, 35, 47, 52. 
 offer to pay, 29. 
 
 costs after, 238. 
 past, conveyance of property for, 83. 
 payment of, how enforced, 161, 636. 
 of chargees, 117. 
 after winding-up, bad, 82. 
 by contributories, 161. 
 in full, 117. 
 
 assets then less than liabilities, 29. 
 •pari passu, not imported by Judicature Act, 102. 
 
 when made, 117. 
 voluntary liquidation, in, 412. 
 
 in case of disputed claims, 412. 
 petition, necessary to support, 45 and n. 
 postponement of drawing up of order with view to satisfaction of, 
 
 by call, 26. 
 preferential, 68, 75, 93, 670, 117. 
 proof of, under Act of 1890, 
 who must prove, 354. 
 mode of proof, 354. 
 
 affidavit verifying, 354. 
 contents of, 355. 
 costs of, 355. 
 
 discount, deduction of, 355. 
 interest, 355. 
 
 periodical payments, 355. 
 payable at future time, 356. 
 wages of workmen, 356. 
 
 bills of exchange and promissory notes, production of, 356. 
 handing over proofs to liquidator, 357. 
 admission or rejection by liquidator, 357. 
 official receiver, powers of as to, 357. 
 
 appeal from, 357. 
 time for admission or rejection of proof, 359. 
 by official receiver, 359. 
 by liquidator, 360.
 
 740 Index. 
 
 DEBTS — continued. 
 
 proof of, under Act of 1890 — continued. 
 filing proofs, 359, 373. 
 when, 359. 
 
 by oftic al receiver, 359. 
 by liquidator, 359. 
 how, 359. 
 expunging or reducing proofs, 358. 
 
 on whose application, 358. 
 oaths, administration of, by liquidator, 358. 
 appeal by creditor, or contributory, 357. 
 costs of, 35S, 3G0. 
 time for, 35S. 
 
 extension of, 357. 
 tiling of proof on, 359. 
 
 with memorandum of disallowance, 359. 
 official receiver not personally liable for costs of, 3G0. 
 proof of, under Act of 1862 . . 687. 
 proof of, SS, Si). 
 
 by assignee, 1 13, ill. 
 by annuitant, 108. 
 policy-holder, 17, 108. 
 
 where the assured dies, 109 u. 
 wln> had accepted amalgamation, 109. 
 contributory, 91. 
 
 not affected by Judicature Act, 91. 
 when he bus bought up debt, 91, 113. 
 
 from shareholder, 114. 
 and is a trustee, 113 n. 
 director, 113 n. 
 directors, 85, 92. 
 
 where articles do not provide for remuneration, 11G. 
 officers, 93, 94, 95. 
 servants, 93, 9i. 
 
 several, sufficient if made by foreman, &c, 93 n. 
 surety, 103, 104. 
 clerk to promoter, 94 n. 
 cost-book company, shareholders in, 115. 
 sharebroker, 94 n. 
 lessor, for rent, 96. 
 
 liquidator against bankrupt contributory, 150 and n. 
 manager for money paid on shares, 94 n. 
 managing director's arrears of salary, 92. 
 holders of debentures as collateral security, 103 n. 
 promoters, 113. 
 
 when allowed, 113. 
 
 when company has availed itself of service of, 113. 
 
 but under mistake as to validity of contract, 113. 
 solicitors of, 113, 116. 
 agreement incapable of confirmation, 113. 
 assignee, 91, 113. 
 
 how affected by company's right to calls, 114. 
 purchasers of negotiable instruments after resolution to wind up, 
 
 113. 
 trustee, to indemnify himself against liabilities, 114. 
 
 who has bought up debt, 113 n. 
 director who has bought up debt, 113 n. 
 holder of bills and foreign endorsement, 102, 115. 
 accepted conditionally, 115. 
 
 without proper authority, and by one of several 
 liquidators, 116. 
 when acceptance bad as against company, 115.
 
 Index. 74 1 
 
 DEBTS — continued. 
 proof of — continued. 
 
 drawn after commencement of winding-up on 
 distant branch of company, 115. 
 
 entrusted to company, for collection 11 'I 
 secured creditors, 99, 300, 301. collection, no. 
 
 application of bankruptcy rules, 101 102 
 election by, 101. 
 time for, 101. 
 may be required to give up their security, 301 
 upon what terms, 301. 
 by whom, 301. 
 realisation of security, 100. 
 in winding-up, 100. 
 
 between claim and adjudication, 100 n. 
 balance for, after, 100'n. 
 surrender of security by, 100. 
 third party payments, appropriation of, 100 n. 
 particulars required on, 100 n. 
 reserve to meet deficiency, 100 n. 
 rejection of, 100 n. 
 valuation of security of, 100, 301. 
 amendment of, 301. 
 and sale, 101. 
 mortgagee's contract for sale, 102. 
 holders of debentures as collateral security, 103 n. 
 voting of, at meetings, 300 : see Meeting . 
 solicitor, for charges, 116. 
 taxation, 115. 
 
 where proceedings ultra vires, 115, 116. 
 in respect of : see also above proof of, under Act of, 1890. 
 action dismissed for want of prosecution, 114. 
 claims for indemnity, 115. 
 cost-book company, share in stock, &c, of, 115. 
 scrip, 115. 
 
 ultra vires contracts, 115, 116. 
 
 money fraudulently borrowed but applied for benefit of com- 
 pany, 115. 
 damages where shares taken through fraud, not allowed, 116. 
 goods sold and services to incorporated association, 116. 
 void policies, 116. 
 claims against directors and promoters, 116. 
 
 on which former costs have not been paid, 116. 
 valid contract where company not named, 117. 
 fraudulent contract, 116, 117. 
 judgment debt, 98, 117, 110, 111, 292. 
 liens, various, 103. 
 mortgages, priority, 104. 
 mutual credits, 101, 21. 
 
 credit given after notice of act of bankruptcy, 121. 
 equitable debts, 88 n. 
 
 damages for calls where contract for shares not registered, 114. 
 repudiation of shares, 114. 
 after action brought, 114. 
 arrears of rent charge, 116. 
 directors' fees, 92, 116. 
 contingent debts, 95. 
 contract become impossible, 110. 
 
 for paid-up shares not registered by company, 114. 
 contracts, generally, 110. 
 bills, 102, 103, 114, 116. 
 
 where estates of acceptor and drawer insolvent, 102.
 
 742 Index. 
 
 DE BTS— cont inued. 
 
 proof Of — emit in hi d. 
 
 secured creditors — cunt inued. 
 
 where doctrine of ex parte Waring, 102. 
 dishonoured abroad, 115 n. 
 rent : see Rent. 
 
 wrongful forfeiture of shares, 114. 
 
 contingent, where, 88. 
 
 costs of, 245. 
 
 delay in, 91. 
 
 time for, 357, 687. 
 
 excluding debts after, L20 
 
 adjudicating on, 687. 
 
 affidavit of liquidator as to, 688. 
 
 investigation of, by liquidator, 688. 
 
 double, not allowed, 103, 117. 
 
 allowance of, 688. 
 
 estimate of debts included in, iiss 
 
 disallowance of, costs of, - 16 
 
 effect of Statutes of Limitations on, 119. 
 
 what may be included in, 89 seq. 
 
 Stannaries, in the, C>'.u. 
 
 partly paid between petition and winding-up, 48, 49. 
 
 registration of unlimited company, effect of, on, 119. 
 
 release of, effeot on B contributories, 147. 
 
 rules in bankruptcy as to, 89. 
 
 sale of, after petition, is. 
 
 voluntary winding-up in. 41 '2. 
 prove, notice to come in and, GST. 
 receiver's, liability for, 481. 
 
 registration of company, incurred prior and subsequent to, L57. 
 secured sufficiently, plea by company that petitioner's debt is, 25 n. 
 service of demand for payment of, 24. 
 
 presentation of petition after, 24. 
 set-off of calls against, 92, 114, 121. 
 
 of, against calls, 61, 92, 113, 114, 1S7. 
 
 against debts in winding-up, under supervision, 190. 
 specialty, shareholders' liabilities are, 148 n., 155. 
 stoppage in transitu, 103. 
 two companies, claim against, 98. 
 uncertain, 27. 
 unliquidated, 89, 123. 
 unregistered company, 43, 73, 74. 
 valuation of, 90, 95. 
 voting in respect of, 300. 
 winding-up by supervision, proof iu, 428. 
 
 DECEIT, 
 
 action for, at common law, 221-225. 
 
 cases as to, 222-225. 
 
 representations on which based, 221. 
 
 transaction to deceive the public which is not a fraud on 
 shareholders, 215. 
 Directors Liability Act, 1890, provisions of, as to, 422. 
 
 DECLARATION 
 
 as to rights of secured creditors, application for, 99. 
 
 DECREE, 
 
 extract, &c. (Scotland), 2S. 
 
 non-payment after, must be proved if relied on as ground lor 
 winding-up, 28.
 
 Index. 740 
 
 DEEDS, 
 
 deposit of, as security by directors, 84 n. 
 execution of, for company by liquidator, 635 
 abroad, 630. 
 
 p ui l Pending petition and debenture action, 61 
 
 01 settlement, 
 
 substitution of memorandum and articles for, 461, 463, 671. 
 DEFAULT 
 
 in preparing statement of affairs, 274, 275 
 committal for contempt, 275. 
 
 applications to be made to judge, 275 
 of liquidator, 291. 
 attendance at public examination, 345. 
 
 DEFENDANTS 
 
 who should be made, in debenture action, 470 
 
 "IctTon! 1 ^ " ameS ° f PerS ° nS f ° r Wh ° m P laintiff 8ues ^ debenture 
 cannot add other debenture-holders as plaintiffs, 471. 
 DEFINITION : see Words. 
 
 DELAY, 
 
 application to rectify in, 232, 233. 
 application for security for costs, in, 255. 
 claims in sending in, by creditor, 91, 120. 
 
 till after dissolution, 418. 
 commencing business iu, 22. 
 completing and registering transfer of shares iu, 140. 
 
 contract for shares in, 167. 
 
 title to shares in, by executor, 179. 
 disclaiming by trustee in bankruptcy in, 151. 
 drawing up order, 26. 
 
 ground for applying to rectify register, when, 230 n., 232, 233 234 
 impeaching sale and transfer of assets, in, 438. 
 infants' application to be removed/rom list, 245. 
 of liquidator in paying debts, 409.' 
 opposing petition, in, 46. 
 presenting petition, in, 36 n. 
 
 proceeding against company by creditor, in, 63, 64. 
 prosecuting petition, where there are several petitions, in, 243. 
 repudiation of shares, in, 141, 175. 
 rescinding contract, 232, 234. 
 forfeiture of shares, in, 137. 
 by shareholder in obtaining removal of name after repudiation of shares, 
 
 141, 142. 
 transfer of shares, in, 140, 178. 
 
 DELEGATION 
 
 of power of liquidator, when not allowed, 414. 
 
 of authority to appoint liquidator by company, 642. 
 
 DELIVERY. 
 
 Shares not fully paid, cot transferable by, 54 n. 
 
 DEMAND. 
 
 excessive, order based on, not bad, 25. 
 interest under 3 & 4 Wm. 4, c. 46, after, 97. 
 service of, by creditor, 24, 43 and n. 
 unregistered company, against, 42. 
 unsatisfied, by creditor, ground for winding-up, 24. 
 must be proved, 28.
 
 744 Index. 
 
 DEPOSIT 
 
 of securities by liquidator, 689. 
 of deeds as security by directors, 81 n. 
 memorandum of, of title-deeds, wbether a debenture, 105. 
 parliamentary, how dealt with in winding-up, 117, 118. 
 paid out to depositors, 118. 
 
 DEPOSITIONS : see Witnesses. 
 filing, 203, 373, 374. 
 when taken under s. 115. .203. 
 how made evidence, 205. 
 use of, as evidence, 205. 
 
 taken at public examinations, rules, 278, 346. 
 shorthand notes, 317, 340. 
 
 DEPUTY, 
 
 appointment of, by O.K. to carry on a business, 272. 
 
 DEPUTY OFFICIAL RECEIVER, 
 
 appointment and status, 380. 
 
 DEVISEE, 
 
 of shareholder, liability of, 150. 
 
 DIRECTORS, 
 
 actions against, staying, 57 n., 221. 
 
 by liquidator, 283, 635. 
 actions to bring, effect of winding-up on clause in articles enabling, 86. 
 advances by, payment of, where fraudulent preference, 85, 86. 
 amalgamation and reconstruction, duties of, on, 438 n. 
 appointment of, contrary to articles, 215. 
 bankruptcy of, 225. 
 bonus to, 217. 
 
 on amalgamation, 444. 
 books, need not examine entries in, 212. 
 bribes and gifts of shares, 216. 
 
 what must be accounted for as damages, 218. 
 calls in advance, payment of, by appropriation of fees, whether fraudulent 
 
 preference, 85. 
 cases relating to, 168-171. 
 claims against, proof of, 116. 
 
 compromises of, 195, 196. 
 contracts by, on behalf of company, 117. 
 damages against delinquent, 207, 219, 281, 347. 
 debentures, over issue of, by, 219 n. 
 debts, may not buy up and prove for, 113 n. 
 deeds, deposit of, as security by, 84 n. 
 discretion of, as to transferee of shares, 138, 139. 
 
 exercise of, by Court, 140 n. 
 dividend, guarantee of, by, 223. 
 
 repayment of, by, 161, 411, 412. 
 effect of section 153 and section 10 of Act of 1890 (formerly section 165) 
 
 as to, 215. 
 examination of, 197 seq., 276. 
 fees : see Fees ; Priority. 
 
 gifts to, provided for by articles, fraudulent, 217. 
 
 guarantors, who are, whether payments by, amount to fraudulent pre- 
 ference, 84, 85. 
 inchoate right to shares, surrender of, by, 176. 
 indemnity for acting as agents, 114. 
 indemnity, where name improperly inserted as, 228. 
 interrogating, 405.
 
 Index. 745 
 
 DIRECTORS— continued. 
 
 liability of, personal, 215, 221 : see Directors Liability Act, 1890. 
 joint and several, 212 n., 213. 
 for moneys expended after winding-up, 81. 
 for deceit : summary of leading cases, 222. 
 unlimited, when, 186, 190, 655. 
 
 for qualification shares, from promoter, 168-171, 217. 
 set-off of debt against, 170, 190. 
 for misapplication of moneys, 216. 
 for breaches of trust by co-directors, 212. 
 promotion monev improperly paid, 213, 215. 
 unlimited, 186, 190. 
 money paid to secure services of, 217. 
 list of, to be reported, 629. 
 meeting to prevent petition by, 44 n. 
 misfeasant or fraudulent, 168, 207. 
 
 action against executors of deceased, 213, 221 n. 
 application under section 10 of Act of 1890 (formerly section 165), 
 208, 211, 212 n., 347, 348. 
 rules as to, 347, 348. 
 
 fully paid-up shareholder, whether can make, 208. 
 service out of jurisdiction, 208. 
 evidence on, how taken, 211. 
 where director not qualified, 211. 
 what must be accounted for, 218. 
 mere nonfeasance not within, 211. 
 for dividends, improper payment of, 210 n., 212. 
 breaches of trust, 210, 213, 214. 
 gross negligence, 211, 213. 
 infants, calls made on, 213. 
 not providing a sinking fund, 212 n. 
 present for placing shares, 213. 
 improper profits, 213. 
 application of money not ultra vires, 214. 
 brokerage, 214. 
 commissions, 214. 
 
 frauds of actuary of savings bank, 214. 
 misrepresentation as to application of premiums, 214. 
 
 where policies have lapsed, 214. 
 matters connected with promotion of company, 216. 
 unauthorized advances, 213. 
 fraudulent preference, 213. 
 misappropriation of moneys, 213. 
 sale of property, 214. 
 where rescission impossible, 214. 
 
 where shareholder in selling, director in purchasing, com- 
 pany, 215. 
 ultra vires proceedings, 32, 34, 207 n., 210 and n., 214. 
 agent's interest in property sold to principal, 214. 
 promotion moneys improperly paid, 215. 
 transaction deceiving public, but not defrauding share- 
 holder, 215. ... „.» 
 for qualification shares received from promoter, 1/U, -iio. 
 for interest, 219. 
 Limitations, Statutes of, effect of, 220. 
 measure of damages, 219. 
 motion to commit after, none, 220. 
 
 rights to damages recoverable by, is a chose in action, -1J. 
 ° b may be bought up by mi.-t<a- 
 
 .sants, 219. 
 wheie shareholder is director and is interested in sale of pro- 
 perty, 215.
 
 74G Index. 
 
 D ERECTORS— eontirmt d. 
 
 misfeasant or fraudulent — continued. 
 
 a.-signee's position, 220. 
 
 action by company in liquidation, 212 n. 
 
 damages, power of Court to ass bs, 280 282. 
 
 deceased, executor's liability, 213, 22] n. 
 
 interest ordered 1 1 be paid by, 219. 
 
 Liability of, personal, 215. 
 
 prosecution of, 225, ll I. 429, 646. 
 
 set-off, has no right of, 122, 220. 
 
 held ii"t to be misfi asance, 2 13 n. 
 
 stranger may ool proceed against, iu uame of company, 254. 
 mismanagement l>y, 'M. 
 
 misrepresentation by, in speech to meeting, 142, 
 
 measure of damages tor, 219. 
 
 mistakes of actuaries, not Liable for, 'J l •_' . 
 
 non-fensant, 211. 
 
 payment of, on u uet profits," 93. 
 
 petition by, 1 1 
 
 pressure of, security given by insolvent company under, 84. 
 
 prosecution of, 225, 11 1, 429, 646. 
 
 provincial directors, liability of, 170. 
 
 provisional. Liability of, 170. 
 
 qualification of, cast a on, L68. 
 
 release of contributory by, 427. 
 
 removal of name from register by, is no indemnity, 228, 
 
 remuneration of, 85, 99, 1 It!. 
 
 refunded, when ordered to be, 213. 
 scheme of arrangement, dealing with delinquents, 449. 
 shares, what time allowed to take up, 169. 
 share qualification of, 168-171. 
 sums recoverable from, arc assets, 34. 
 surrenders, acceptance of, by, L76. 
 trustees and, difference between, 210. 
 
 under Trustee Act, 18SS, whether, 220. 
 voluntary winding-up, alter resolution for, powers of, 405. 
 watch-dog, no right to take a sop, 217. 
 winding-up by, where project of company unattainable, 23 n. 
 
 DIRECTORS LIABILITY ACT, 1890. .221, 222, 673. 
 
 DISABILITY: see Mabbied Women ; Infants. 
 
 application for shares in name of person under, 163. 
 acquiescence by such person, 163, 172. 
 
 DISCHARGE 
 
 of servants and officers of company, 93, 95. 
 
 of consent order rectifying register, application for, 230. 
 
 DISCLAIMER 
 
 by trustee in bankruptcy, of shares, SI n., 150, 151 n., 187 and n. 
 sigued by the trustee's solicitor, whether valid, 151 n. 
 not putting bankrupt or trustee on list after, 151 n. 
 
 DISCOUNT. 
 
 shares issued at, 35, 412 n. 
 
 in what companies, 131. 
 repudiation of, 132. 
 
 calls on, 156, 183. 
 
 cases on, 171. 
 
 removal of name from register, 233. 
 
 whether to be deducted from proofs of debt, 355. 
 
 return of capital, 456. 
 debentures issued at a, 213 n.
 
 Index. 747 
 
 DISCOVERY 
 
 of property of debtor, application of bankruptcy practice, 367. 
 
 DISCRETION 
 
 of Court in regard to nature of order, 35-37. 
 
 application of majority of shareholders, 47. 
 
 when company insolvent and assets small, 47. 
 
 as to commencement and stay of proceedings, 61. 
 
 as to stay of execution, 63. 
 
 refusal to order winding-up of small building society, 134. 
 
 to sanction transferee's registration, on transfer since winding-up 
 begun, 139. 
 
 to order examination, 198. 
 
 as to applications to rectify register, 231. 
 
 appeal as to costs, 258. 
 
 as to security for costs, 255. 
 
 and its amount, 255. 
 
 order for public examination, 275. 
 
 removal of liquidator in voluntary winding-up, 408. 
 
 aid in voluntary winding-up, 414, 415. 
 
 making supervision order, 421. 
 
 of Court of Appeal in continuing supervision winding-up, 421 n. 
 
 Court of Appeal will not interfere with judge's appointment of liqui- 
 dator, 426. 
 
 to order sale before judgment in debenture-holder's action, 474. 
 
 of liquidator in regard to property and management, 292. 
 
 DISMISSAL 
 
 of petition improperly riled, 27. 
 
 costs, 237. 
 of company's servants by winding-up, 93, 406. 
 
 by appointment of raceiver and manager, 95. 
 
 DISSENTIENT 
 
 from debenture action, 470. 
 
 may apply to be added as defendant, 470. 
 
 DISSENTIENT SHAREHOLDER, 
 
 reconstruction scheme, remedy of, 433, 434. 
 
 liability of, 436. 
 cannot be compelled to take shares in new company, 437. 
 question as to time of dissent, 437. 
 value of their interest, how determined, 437. 
 
 whether interest payable, 437. 
 
 until paid, assets of old company not to be parted with, 440. 
 purchase money not paid, action against company, 437. 
 inspection of old company's books, 438. 
 where sanction of Court sought to scheme, 442. 
 rights under s. 161, application of, in compulsory winding-up, 441. 
 where rights restricted by articles of association, 442. 
 
 DISSOLUTION 
 
 of industrial, &c, societies, instrument of, 12. 
 
 transfer of proceedings to High Court, 12. 
 of building societies under Acts of 1874 and 1894 . . 14. 
 of unregistered company, 42. 
 
 a bar to actions against directors for paying dividends out of capital, 221. 
 in voluntary winding-up, 417. 
 meeting after affairs wound up, 417. 
 
 notice of meeting, what to contain, 418. 
 
 signature, attestation, advertisement, 418. 
 
 restraining where no notice, 417. 
 
 resolutions, 418.
 
 748 Index. 
 
 DISSOLUTION— continued. 
 
 return by liquidator to registrar, 418. 
 
 three months after, 418. 
 if petition for winding-up by Court, 418. 
 no order after dissolution, 4*18. 
 
 except in fraud, 418. 
 as to actions against directors after, 418. 
 in supervision winding-up, 429. 
 provisions of Act of 1862. .637. 
 rules of 1862.. 693. 
 
 DISTRESS : see also Execution, 62. 
 by landlord, 
 
 leave necessary after winding-up begun, 67, 646. 
 what landlord must show, 67. 
 
 when liquidator has used the premises for winding-up pur- 
 poses, 68. 
 not allowed, 
 
 rent due before petition presented, 67. 
 
 restraint of threatened distress, 67. 
 for one year's reut due before winding-up, 68. 
 Preferential Payments in Bankruptcy Act, 1888, effect of, 68. 
 after ownership of land repudiated to owner of rent-charge, by liqui- 
 dator, 69. 
 rent due in advance, 69. 
 where there is a proviso for re-entry, 69. 
 proof by lessor restrained from distraining, 70. 
 company are und< r lessees or only equitable owners, 70. 
 
 and have given promissory note for rent (dishonoured), 71. 
 deKnture-holders have charge en the property, 71. 
 sanction of Court necessary under s. 87.. 71. 
 mortgagee cannot distrain under allotment clause, 71. 
 by receiver, 479. 
 practice on applications to distrain, 74. 
 
 DISTRICT REGISTRIES 
 
 of Manchester and Liverpool, 
 
 petition in, 384. 
 
 DIVIDENDS, 
 
 on balances above £2000 . . 289. 
 
 building societies : see Building Societies. 
 
 declaration of, under Act of 1890. 
 
 time for, 360. 
 
 notices of, 360. 
 
 postponement of, 361. 
 
 notices in case of, 361. 
 final, distributed, 291. 
 guarantee of, by directors, 223. 
 
 on investments of surplus, liquidation account funds, 288. 
 paid to principal debtor, right of suretv, 103, 104. 
 paid out of capital, 210 and n., 212, 221, 418, 456. 
 paid out of capital to fully paid-up shareholder, 185. 
 paid under fraudulent balance-sheet, 161, 211, 212. 
 past, not disturbed, 91, 96, 103. 
 payment of, under Act of 1890, 
 
 notices to be given by liquidator, 360. 
 
 where appeal from rejection of proof, 361 : see Debts. 
 notice of appeal, 361. 
 
 within what time, 361. 
 payment of, to creditors, 
 
 notice of, 360. 
 
 time for, 361.
 
 Index. 749 
 
 DIVIDENDS— continued. 
 
 appeal, 360. 
 
 postponement, 361. 
 
 regulations of Board of Trade, 396. 
 
 appropriated to principal or interest, whether, 97 n. 
 payment of, to shareholders, 91, 189. 
 release of future claims to, 174. 
 
 repayment of, summary power of Court to order, 161. 
 set-off of, by contributory against calls, 187. 
 unclaimed, 365. 
 
 Stannaries, in the, 679. 
 warrant for, issue of, to misdescribed transferee of shares, 179. 
 when claim is against two companies, 98. 
 when creditor is secured, 98. 
 when company solvent, and interest is claimed, 98. 
 winding-up, in, may be received by contributory who has paid in full, 
 
 189. 
 winding-up under supervision, in, 428. 
 
 DOCK AND RAILWAY COMPANY, 7. 
 
 DOCUMENTS, 
 
 admission of, in winding-up, 692. 
 
 certified copies of, to be evidence, 662. 
 
 costs refused to liquidator not producing necessary, 250. 
 
 delivery up, how summarily enforced, 204, 636. 
 
 not ex parte, 204. 
 disposition of, after winding-up, 418, 644. 
 inspection of, in winding up, 267, 268. 
 lien, 79, 204. 
 
 orders of Board of Trade, proof of, 296. 
 production of, 198, 201, 204. 
 
 for purposes of winding-up, 28 n. 
 
 how enforced, 198, 204. 
 registrar, kept by, inspection of, 647. 
 solicitor's lien on, 79, 204. 
 
 DOMINUS LITIS, who is, 268, 470. 
 
 DOUBLE PROOF 
 
 not permitted, 103, 117. 
 
 ECCLESIASTICAL CORPORATIONS : see Corporations. 
 
 EQUITABLE CHARGE, 
 
 person having on "funds, assets, and effects," whether can continue 
 foreclosure action after winding-up order, 61. 
 
 ESTATE 
 
 of deceased diiector, liability of, 213. 
 
 ESTOPPEL, 
 
 in connection with contract for shares, 167. 
 
 of company in disputing claim, effect on creditors, 91. 
 
 EVIDENCE : see Witnesses ; Affidavit. 
 
 absconding contributory, what required for arrest of, 162. 
 commissioners for taking, 639. 
 depositions, use of, as, 205. 
 how made, 206. 
 against whom used, 206. 
 filing, in applications by summons, 311. 
 hearsay, in examinations under s. 115. .202.
 
 750 Index. 
 
 EVIDENCE— continued. 
 
 memorandum of advertisement in Gazette, to be, 375. 
 
 of novation in amalgamation of companies, 111. 
 
 orders and certificates of Board of Trade, how proved, 296. 
 
 register of shares, primd facie, 127. 
 
 summons under section 10 of Act of 1800 (formerly section 165) on, how 
 
 taken, 211. 
 what, required on petition to reduce capital, 458. 
 winding-up, in, 
 
 books of company are, as against whom, 771. 
 
 certified copies of documents are, 700. 
 
 power of Court as to, |o7, 10S. 
 
 EXAMINATION: m Witm-i:-. 
 filing on liquidator's tile. 203. 
 intention of s. 1 15, as to, IMS. 
 
 right of witness to bring matter before judge, 200. 
 of a flairs of company by inspectors, 630. 
 under sect. 115 of 1862"Act. 107 seq. 
 
 contributory on opposition to list, 201. 
 
 directors and officers, misfeasance, 207. 
 
 judgment debtor, 510. 
 
 liquidator: .-.< Liquidator. 
 
 manager, 562. 
 
 officials and others, 197 seq. 
 
 winding-up under supervision, 429. 
 person having property ot company, 107, 198. .764. 
 persons in Scotland, &c, "<!<■. 
 
 witnesses on winding-up : see Witnesses ; Evidence. 
 of witnesses abroad : reconstruction scheme, 1 :'. 7: so WITNESSES, 
 on application of voluntary liquidator, after answer of interrogatories in 
 
 full, 417. 
 transfer of, from High Court to County Court, 200. 
 under sect. 8 of the Act of 1890. .275 seq. 
 transfer from High Court to County Court, 266. 
 public, power to order, 276. 
 who may be examined, 277. 
 fraud the basis of the order, 270. 
 
 no right to obtain, under s. 8 of 1S90 or s. 115 of 1862. .275. 
 application for, may be ex jmrte, 277. 
 
 for discharge of order, 277. 
 public, 
 
 may be ordered under s. 8 of 1890 after examination under s. 115 of 
 1862.. 277. 
 difference between the sections, 275. 
 who may take part in, 277, 27S. 
 service of order out of jurisdiction, 277. 
 
 information not to be used for purpose foreign to examination, 277. 
 official receiver to take part in, 277. 
 
 may employ solicitor with consent of Board of Trade, 277. 
 the person examined, his duties and rights, 278. 
 examination must be on oath, 278. 
 may employ solicitor or counsel, 278. 
 costs, when repaid to him, 278. 
 notes of, to be taken, 278. 
 depositions taken at, 278. 
 
 cross-examination on, 27S. 
 adjournment of, by Court, 279. 
 before whom to be held, 279. 
 in a Palatine Court, 279. 
 into conduct of directors or officers, 280, 281. 
 rules, 
 
 witness refusing to answer, 31 S.
 
 Index. 751 
 
 EXAMINATION— continued. 
 rules — continued. 
 
 shorthand notes, 318. 
 
 fixing date, time, and place, 345. 
 notice and advertisement, 345. 
 
 persons required to attend : default, 345. 
 
 notes, 346. 
 
 depositions, 347. 
 private, notes of, not to be filed, 374. 
 applications to Court for, on oath, how made, 382. 
 
 EXAMINEE, 
 
 books and documents examined before, 201. 
 public not admitted to office of, 204. 
 may appoint person to take shorthand note, 203. 
 witnesses examined before, 201. 
 
 EXCHANGE, BILLS OF : see Bills op Exchange. 
 
 "EX DEBITO JUSTITLE" 
 
 right of creditor to winding-up order, 39, 45. 
 
 application of, as between creditor and company, 45. 
 does not apply when winding-up would not benefit petitioning 
 creditor, 36. 
 
 no assets, 46. 
 
 object of petition is merely to put pressure on 
 company, 46. 
 
 to obtain priority of payment, 46. 
 to question directors' behaviour, 46. 
 debt disputed, 47. 
 Court exercises discretion, 47. 
 
 EXECUTION, 
 
 after winding-up order, 65, 773. 
 whether wholly void, 65, 66. 
 
 application for leave for, 65, 66. 
 costs of, 75. 
 enforcement of, if not issued before winding-up order, whether 
 
 allowed, 66. 
 restraining, application for, how made, 74. 
 
 when proceedings in another division, 74. 
 
 costs of, 75. 
 sale by sheriff on, 62. 
 voluntary winding-up, 74. 
 winding-up under supervision, 74. 
 assets, if none, need not be issued, 28. 
 before winding-up order, 62. 
 
 after petition, 63. 
 costs of action taken by liquidator, for, 66, 246. 
 
 against company iu liquidation, 254. 
 creditor : see Creditor. 
 gave time, 63. 
 paying out, 65. 
 
 practice upon, 65. 
 debenture action, effect upon, 63. 
 deeds of : see Deeds. 
 
 description of property to be taken in, terms as to, 63. 
 issue of, when not necessary, 28. 
 
 must be proved, if relied on as ground for winding-up, 28. 
 no issue of, on representations by company, 63, 64. 
 not satisfied, 24. 
 payment of, out of assets, 65. 
 pending petition, 62.
 
 752 Index. 
 
 EXECUTION continued. 
 
 process of County Court, 319. 
 
 refused in creditor's action against company pending liquidation, 2.*>1. 
 
 restraining, applications for, how made, 71. 
 
 return of, unsatisfied, 28. 
 
 staying, pending petition, 71, 425. 
 
 when creditor ha9 obtained money before winding-up order, G2. 
 when sheriU'in possession, before presentation of petition, 62. 
 
 receives 
 money for admission to premises, date of, G3. 
 after. 63 
 matters for consideration of Court, 63 
 where creditor lias been induced to forbear, 63. 
 
 merely abstained from suinfr, 64. 
 obtained garnishee order. 64. 
 
 n 1 is not trustee within, s. 100.. G4. 
 ■writ in sheriff's hands, but po-.-i>sion not taken, 63 n. 
 position of plaintiff changed by action of company, ill. 
 voluntary winding-up, during, 7! 
 
 what creditor can do in case of, 7 1 
 undertaking not to issue without leave, GO. 
 
 EXECUTOR: se< Contbibutobie& 
 
 of deceased director, 
 
 action against, 209 a., 221 D. 
 
 proceedings cannot be taken under s. 10 of 1890 Act, 208, 209. 
 of deceased member, 
 
 allotment of .-huivs to, 165. 
 
 application for shares by, 164. 
 
 contingent liability must provide for, 149. 
 
 courses open to, 148. 
 
 distribution of estate bv, in ignorance that deceased was member, 
 
 149. 
 indemnity, right to, 149 n. 
 legatee of shares, who is, 149. 
 liability, and position of, generally, 149. 
 
 till legatee accepted by company, 149. 
 personal, 149. 
 new shares, acceptance of, by, 148 n.. 149. 
 petition by, 54. 
 
 before probate, 54 n. 
 priority of right of retainer of, over liquidator, 148. 
 selling shares, time allowed for, 148. 
 
 EXPENDITURE : see also Costs. 
 
 receiver's in debenture action, limitation, 480. 
 
 EXPENSES 
 
 of Board of Trade, 2S9. 
 preliminary, 216. 
 winding-up, payable in full, 91. 
 witness under s. 115, tender of, 202. 
 
 EXPERT, meaning of, under Directors Liability Act, 1899.. 674. 
 
 EXTENSION 
 
 of time for acts and proceedings, 383. 
 
 EXTRAORDINARY RESOLUTION : see Resolution. 
 
 EACTOR, 
 
 salaried agent with goods for sale whether a, 78 n.
 
 Index. 753 
 
 FEES, 
 
 directors', payment of, 85. 
 
 unpaid, priority of : see Priority. 
 on winding-up order, 92. 
 solicitor's, to be allowed, 251, 252, 694. 
 for inspecting and copying liquidator's statement, 285, 286. 
 stamps, to be collected by means of, 694. 
 under Act of 1890 .. 294. 
 order as to, 388. 
 
 FERRY 
 
 company, winding-up of, 7, 10. 
 
 FICTITIOUS 
 
 payments, 
 
 directors' shares, by promoter, 185 and n. 
 person, 
 
 application for shares by, 152. 
 
 FILE, 
 
 liquidator's accounts, 290, 371. 
 
 evidence, applications by summons, 311. 
 
 bills taxed, 321. 
 
 application for special manager ; official receiver's report, 335. 
 
 verified statement of affairs, 339. 
 
 certificate of extension of time, 340. 
 
 security given by liquidator and special manager, 343. 
 report by official receiver under s. 8 of 1890 Act, 344. 
 proofs of debts, 359. 
 of proceedings under Act of 1862 ..692. 
 Act of 1890.. 373. 
 rules as to keeping, 373. 
 inspection of, persons entitled to, 374. 
 depositions, when not be put on, 374. 
 use of by Board of Trade and official receiver, 375. 
 advertisement in London Gazette, memorandum of, 375. 
 local paper, memorandum of, 375. 
 
 njemorandum to be evidence, 375. 
 
 FINAL JUDGMENT, 
 
 order for payment under s. 10 of 1890 is, 281, 674. 
 
 FIRST MEETING, 335, 336 : see Meeting. 
 
 FISHING INQUIRY 
 
 not contemplated by s. 8 of 1890. .277. 
 
 FORECLOSURE 
 
 by persons having equitable charges, Gl. 
 
 against uncalled capital, 104. 
 
 order made on originating summons, 104 n. 
 
 by secured creditor, 99. 
 
 by debenture-holder against subsequent debentures, 474. 
 
 FOREIGN 
 
 company : see Colonial Companies. 
 
 appointment of provisional liquidator of, 18. 
 
 jurisdiction of English Courts as to, 6. 
 
 when wound up here, 17. 
 country, 
 
 attachment of property in, 67. 
 
 deeds executed in. 63'». 
 
 examination of witnesses residing in, 437. 
 
 property of company in, dealing with, after winding-up. 81. 
 
 E.W. ^ C
 
 764 Index. 
 
 It (REIGN— OOnUnUed. 
 
 Court, 
 
 : Lings, 59. 
 I of winding-up order by foreign, on jurisdiction of English 
 
 t, L8, I'.'. 
 •i..n in. effect of, on English Court, 243. 
 
 appointed by, pending petition, 245. 
 credit ', bj proxy, 1 17. 
 
 Bement, proof of bill with, ill. 
 
 FORFEITURE 
 
 of shares. 135, 136, 171, 172. 
 j on, L71. 
 
 r resolution for winding-up voluntarily, 405. 
 claim for damages for wrongful, ill. l-">7. 
 ..r surrender when member put on B List after, L37, l L5. 
 ride, L37, 404. 
 
 FORM 
 
 . not to invalidate prooo dings, 
 
 : dissolution of building rociety, L3. 
 Liquidator's accounts for Board of Trade, 290. 
 statutory declaration to verify, 290. 
 roxy, 302. 
 .-[>• rial case, form of, 267. 
 
 FORMS, 
 
 ral forms in winding-up, &c, L83: set list at the commencement oj thu 
 work. 
 prolix, i by, 808. 
 
 in appendix to 0. W. B. 1890, to be osed, 308. 
 
 alteration of, by Board of Trade, 809.' 
 audi 
 
 l | .i KDERS' SHARES, 
 
 trod a \ ■ I i I f, 434 
 
 i l;.\i D, 
 
 acto ,214. 
 
 ■ iwed bj . but rightfully applii d, proof for, 1 16. 
 for purposes of, I 5 
 
 con ■ 33, 51. 
 
 obtaining, 1 77, 
 ■ i ii t «-• 1 witl 117 
 
 proof for, 116, 141. 
 
 d of, 11, 418. 
 
 .11 
 
 : in. L of, 276. 
 
 . In, 172. 
 
 • n of, I I 
 
 ■ ■ 
 
 ■ 
 
 I . I l : : 
 
 • Ion, 229. 
 I" ; 
 1 16 
 
 I |: \i |.i I l S I '.l:l I MINI-.
 
 Index. --- 
 
 FEAUDULENT PREFERENCE : see Preference. 
 FREEMEN, 
 
 ancient company of, 8. 
 
 ^sS^ Y A^ CIETIES ' 11 " Wd 12: " '— - ' 
 
 FURTHER CONSIDERATION 
 in debenture action, 476. 
 
 FURTHER REPORTS, 276. 
 filing of, 373. 
 
 FUTURE CALLS, 
 
 bankrupt shareholder liable for, 186. 
 
 FUTURE LIABILITIES, &c, 95 : see Debts, Liabimth 
 
 GARNISHEE ORDER, 
 
 creditor who has obtained, before winding-up, is not a . thin 
 
 s. 100.. 64. 
 
 has no charge till service on garnishee, 64. 
 person who has obtained, is not a creditor. 1 3 
 where debenture-holder claims, 468. 
 
 GAZETTE, 360, 361, 375-377, 403, 458. 
 
 GENERAL ORDER OF 1862.. 685. 
 
 inapplicable to windings-up under Act of 1890, how far. 198, 
 
 GENERAL RULES, 284, 294, 295. 
 under Act of 1862.. 685. 
 
 under Act of 1890.. 305. 
 
 GENERAL WORDS, 
 
 in memorandum, effect of, on suspension or failure of obj< 
 
 32. 
 in allegation of fraud, 41. 
 
 GOODS, 
 
 agreement for lien on, effect on creditor, 78. 
 
 claim for, delivered to creditor after winding-up order. wheth< r sabj 
 
 set-off, 122. 
 contract for delivery of, by instalments after winding-lip, - 
 payment for, by shares, 172. 
 
 cases on, 172. 
 salaried agent intrusted with, when not a factor, 78 n. 
 sold to unincorporated association, claim for, 116. 
 
 GOODWILL 
 
 of business, whether included in mortgage, 177. 
 
 GUARANTEE, 
 
 company limited by, 
 
 effect of compulsory winding-up oi . - 
 of voluntary winding-up .>n. 642 
 liability of contributory of, 1 16 n. 
 memorandum ol ass i i ' 
 
 capital of, bow ail. cted by « i I a 
 634. 
 dividend of, by directors, 223. 
 effect of scheme of arrangement upon guaranl 
 failure to perform, by directors, 214. 
 payment by directors of personal, for company 
 ference, 85.
 
 'oG Index. 
 
 11 TAKING 
 
 of petition. 93(7, 
 
 a Ijonrnment, where debi disputed, 26 n. 
 pen as b • tning shareholders after petition presented, 139, 140. 
 ■ L,M.-tr;ir a> t • applications, ."l 7. 
 oontribntories, :>50. 
 debenture action, IT J. 
 
 HI- ■ H OOUBT, 
 
 comhu-t of winding-up bnainess in, 265, 309, 311. 
 
 HUSBAND, 
 
 liiibi lity of, for wife's shares, 151 sag., 172. 
 
 HYPO! EEC, 
 
 - toh landlord's, 69. 
 
 II. 1. 1. 1. \i. COMPANY, i": >■• ('..mianv. 
 
 [MP088IBILITY 
 
 urrying out object of company, -'.'• a. 
 
 [N ABILITY 
 
 lo] . 23, 24: xe- I>i I 
 
 FNI SOATE TITLE TO BHABES, 177. 
 
 BF RATED COMPANIES: - Compact. 
 by special Act, winding-np of, 5, 1". 
 by royal charter, 7. 
 
 I\< OBPOBA1 EON, 
 
 21 n. 
 , now fixed, 21. 
 lotion, how efieob >1 by, 12 n. 
 «,f anino after petition dismissed <>n appeal, 18 n. 
 
 lM i Mr.i; LNI B8, 
 
 ■ alization of asa ts, 258. 
 
 IM.l.MM I V. 
 
 ■. 1 15. 
 • 
 
 .ill 
 r in debenture ocl o, 481 
 rem by director! is not, ! 
 
 itor t.>, 1 19 ii 
 
 . ii . 158, 154 i 
 ii 
 ■ 
 
 v . IIP nt of ii 
 
 ■nil. I up, 
 
 amalgamation, 150. 
 
 lM. i - i i;i \i \\n PBOT IDEN i SOCIE1 [E8 M 1 - 
 
 l< r, 
 
 ■ 
 
 ■ 
 
 lor, ^% » 1 1 1 1 in. !■ '1 liability,
 
 Index. 757 
 
 INFANT, 
 
 acquiescence by, 172. 
 allotment of shares to, 165. 
 application for shares in name of, 154. 
 
 acquiescence in, 154, 172. 
 
 repudiation of, 154. 
 call on shares improperly allotted to, 213. 
 cases as to shares of infants, summary of, 172. 
 delay of, in applying to vary list of contributoriee, 245. 
 list of contributories, whether infant can be put on, 154 
 memorandum signed by, 315. 
 transfer of shares to, 147, 154. 
 
 adult, through infant. 147. 
 winding-up where one of subscribers is, 10, 21 n. 
 
 INFLUENCE, 
 
 undue, of one shareholder, 52. 
 
 INJUNCTION 
 
 to restrain creditor from presenting or advertising petition, 27. 
 proceedings in action pending petition, 58 >•</. 
 division of assets without providing for future liabilities, 
 
 415. 
 action for payment of wages, for work done to be: 
 
 not granted, 95. 
 ultra vires business, 32. 
 practice on appli cation to restrain, 74. 
 
 INQUIEY 
 
 as to assets, 45 n. 
 preliminary, of, costs, 244. 
 
 INSOLVENCY 
 of company, 
 
 admission of, by more than seven member.-, 8 n. 
 production of documents to prove, 28 n. 
 commercial, wbat is, 29. 
 
 is ground for winding-up under "'just and equitaM " 
 clause, 33. 
 indications of, 24, 28, 29. 
 not necessarily implied by winding-up, 2. 
 life assurance company, test of, 16, 29, 30 and n. 
 of shareholders considered in determining value of uncall 
 assets, 29. 
 
 INSPECTION 
 
 of books and documents by official receive: 
 
 of statement of affairs : creditor, Ac, 27 '•">. 
 
 of notes of public examination, 278. 
 
 of liquidator's statement, 285, 286. 
 
 of liquidator's accounts, &c, 290. 
 
 of books of Board of Trade, 296. 
 
 of record book, 372. 
 
 of file of proceedings, 371. 
 
 by Board of Trade or official receiver, 875. 
 of books in supervision winding-up, 129. 
 of books of old company being reconstruo 
 of register of members, 626. 
 of documents kept by registrar, 647. 
 
 INSTRUMENT OF DISSOL1 I'lDX. 12. l.V
 
 Index. 
 INSURANCE COMPANY : I \ mpaht; LnzAssuBi 
 
 i i . \\ !\M\ - 
 
 »N. 
 
 defi -I. 
 
 futur«- liability b taken into acoount in considering insolvency j>f, 28 
 
 8, 28, 80. 
 intend I D ol lims bj annuitants of, '.'7 n. 
 
 - in, 146 n. 
 1 ;.-. u it ol ■ 29, SO and n. 
 
 mutual marine, a_ r r. - ni> nt to take shares in, L61. 
 
 cost of winding-op where no shares, 258 
 liability bi tw< • d p trtii a, 86. 
 
 • . 1 bj policy-hold< r in, 16, 5 1. 
 under s. 161: amalgamation, 439. 
 
 ■ ff< me of arrangi n. 1 19 
 
 unliinit. ■!. effect of issue of polioii b payable oul of assets only, by, 1 18 
 
 red within a 199 . . 17. 
 winding-up. questions for consideration in, 109. 
 
 INTEREST 
 
 n holders, 92, 
 
 .; ■it.il. paid oul of capital, 92. 
 I n di n Dot bt aring int« rt -t. :<7. 
 r. 26, G. O. l B62, is ultra i in -. 97. 
 
 law under '■> & I Wm. I, a 12, 
 
 winding-up ujm >h oontraots for, '.'7. 
 ih\ . up to commencement of winding-up, 97. 
 
 subsequent to, 
 
 : ■ indemnify surety against, 98. 
 rnl> in Warrant Finana I 
 claimabli in pn twooompaniea in liquidation, 98 
 
 I . toe ol oompany, 98 
 
 than is payable on ori 
 
 • n t i bj offloi re, 
 
 ■ n "i ii ii-t, 219. 
 
 nl l»y sbareholdi r, do rules ae to, i d n ol 
 
 . 
 i 
 
 ■ nii. 691 
 
 rc-n to din ctora, 219. 
 -' 19. 
 ■ 
 
 lunl irj w indiog up, 108 
 by supen islon ord( r, 103 
 
 INTERNATIONA1 I \ W . 
 
 1 i - 
 
 IN I EBPLE \i»i i:. 
 
 is I I l:l l;l I \ I ION 
 
 r. I EKPKK1 \ I [( IN "I i EKMt" a W 01
 
 Index. 
 
 INTERROGATORIES 
 
 to directors after winding-up 105 
 application for examination, 'after 199 
 
 iu voluntary winding-up, 117.' 
 
 INVESTIGATION 
 
 of affairs of building societies, I I. 
 
 likely to advantage unsi-cim-d .-r. .Iit,, r - "-, 
 
 under s. 8 of 1890 Act, 33. 
 
 preponderating influence of one shareholder 34 
 
 fraud in promotion in eases ,,f, :;:;. :;| 
 
 wish of shareholders disregarded 32 
 
 statutory right of, 33. 
 necessary, winding-up order made, 52, 
 of liquidator's books and vouchers •")•; 
 whether supervision order desirable, or'compulflory ord. r 
 INVESTMENT 
 
 of surplus funds in liquidation account, 288. 
 in particular companies, 289 
 sale of securities forming, 288. 
 dividends on, 288. 
 rules as to, 369. 
 power of committee of inspection, 369. 
 
 as to sale of securities invested, 369. 
 IRELAND, 
 
 affidavits, etc., may be sworn in, 640. 
 IRREGULARITY 
 
 not^o invalidate proceedings, 383. 
 JOINT STOCK COMPANIES ACTS, 
 
 companies registered under, winding-up of, 5, 6, 419. 
 
 a«* •+■ * *.- oto a PP Ucati °aofActofl862to,6 J Wl, 
 
 definition of, 647, 648. 
 
 JOINT STOCK COMPANIES ARRANGEMENT \< T, 1870 861 
 
 arrangements by company under, 194 eeq., 446, 661. 
 costs of petition under, 256. 
 proceedings and notices, how entitled, 447. 
 JUDGE, 
 
 assignment of, to winding-up business, 265. 
 may do acts authorized to be done by Court, 2 
 matters to be heard before, 310. 
 
 JUDGMENT, 
 
 interest after, 98. 
 
 merger of debt in, 98. 
 
 winding-up order not in rem, 5. 
 
 entering up, after order, 65. 
 
 defendant representing a class maj submit, bui a 
 
 in debenture action, form of, 474. 
 
 notice to be served on debenture-holders, 175. 
 
 JUDGMENT CREDITOR: see O.i ditob, Ji 
 
 JURISDICTION 
 
 of Courts in winding-up, 263 : and m under tl 
 foreign company, 6, 17. 
 
 foreign petition, not atfeete.l l.v. |s 
 
 where the company's capita 1 exceeds £10,000. .15, 
 
 1688 l: ■■■ •- I".' ' ■ 
 
 service out of the, in ease of summons i • ■ 
 of County Court in winding-up 
 of Stannaries Court : set Stannaei 
 
 of Palatine Courts : see Palatini:.
 
 7G0 Index. 
 
 JURY. 
 
 questions for, 
 
 inaction for malicious presentation of petition, 57 n. 
 misrepresentation, 224. 
 
 "JUST AND BQTJ1 rABLE" 
 ground f>r winding-up, BO teq. 
 
 company solvent : business carried on at a loss, 30. 
 it* business substantially impossible, SI. 
 change of place and manner of business, 82. 
 
 substratum has failed, 31, 32. 
 bubble company, ''.''. 
 
 my commi rcially insolvent, 33. 
 business cannot be resuscitated, S3. 
 
 carrying mi would lead to loss of property, 34. 
 shareholder's petition for investigation, 
 Btrong case ni cessary, 3 1. 
 
 influence of one shareholder preponderating, 34. 
 
 sums recoverable t'r-m director, ::i. 
 order refuse, 1 ander & 8 of 1890 Act, 34. 
 company acting ultra vires, 34. 
 mismanagement of directors and manager, 34. 
 
 misconduct of directors and manager, 34. 
 fraud in promotion or prospectus, 34. 
 only seven shareholders : no debts, :'.">. 
 shares issued at a discount, '■>'). 
 
 unregistered company, 12. 
 
 LAI HES: tet Di lav. 
 
 by liquidator, 140 n. <S '""■ ^ ^ 
 
 in carrying out agreement to take shares, 164. 
 in obtaining const a\ to transfer of shares, 177. 
 in rejecting infant transfi r< e i f BhareB, 172. 
 right to have call foi costs lost by, I B3. 
 
 LANGAS1 EB'S I ask, 
 
 rule in, adopting in raining life insurance policies, 109. 
 
 LANCASTER, PALATINE I OUBT OF: tee Palatine. Court of County. 
 
 LAND, 
 
 partnership for di aling In, '.» 
 aodety, anr< gistori d, 9. 
 
 unpaid ran lor of, 17. 
 
 LANDLORD mDi ut Bi in 
 application for | I I, 70 
 
 accepting collateral securitj for rent, 71. 
 remedy lor n nt du i I company, 67. 
 
 LEASE eei n Ui i ro; Durrai i Bi s r 
 
 ol a 't without providing for liability under, 
 ii:.. 
 
 LEGATEE 
 
 accepting beq I ibility of, I 19 
 
 i.i \rdi.n v. 
 
 arr ; for increaaiug, 128. 
 
 ban! raptoj in mi in f of, ] 
 
 company, of, i 
 
 ■ 
 
 ire : 
 
 . di d tor by ex< ontor, 1 19
 
 Index. Tgi 
 
 LIABILITY— continued. 
 joint, 155. 
 
 limited, on contract, 185. 
 liquidator's discharge from, 291. 
 liquidator of, for default of company's liquidator 114 
 of contributory, 155, 184. 
 
 allotment, where none, 167. 
 avoidance of, 134. 
 
 forfeiture and surrender, by, 135. 
 misrepresentation, on ground of, 140. 
 clause in articles, as to, whether affected by winding-up - 
 commencement of, 155. ' ' 
 
 company limited by guarantee, in, 156, 184. 
 
 registered but not formed under Acts, in 157 
 construction of 38th section, as to, 1 .")<;. 
 effect of Limited Liability Acts on, 135. 
 extent and nature of, 155, 184, 632. 
 
 when may exceed amount of fully paid-up shares. 1 55 
 limited company, in, 146, 185. 
 name wrongly placed on register, 228. 
 specialty debt, is, 148 n., 155. 
 unincorporated society, in, 159. 
 unlimited company, in, 146, 185. 
 
 subsequently limited, in, 185. 
 unregistered company, in, 155, 158, 185 n. 
 illegal associations, 186. 
 of insurance company to annuitants, 108. 
 
 as to creditors and policy-holders, 258. 
 of past members, 144. 
 of present members, 126, 134, 135, 627. 
 personal, of directors, 221. 
 relative, of A and B contributories, 146. 
 repudiation of, by A contributory, 126. 
 after scheme of arrangement, 449. 
 shares, for, what necessary to prove, 127. 
 reduction of capital, 457, 459. 
 shareholders in reconstructing company, 439, 440. 
 unregistered company, registration of, how affected by, 119. 
 
 LIEN, 
 
 agreement for, on goods, how affected by winding-up, 78. 
 bills, on amount of, 79 n. 
 property in foreign country, 79 n. 
 contracts excluding vendor's, 79 n. 
 of solicitor on documents, 79, 204. 
 
 no ground for refusing to produce to Court, 7'.'. 204. 
 solicitor to company, 237 n., 244 n. 
 
 of, over what it extends, 79, 204. 
 solicitor to liquidator, 251, 252. 
 on shares, company's, in reconstruction scheme, 111. 
 maritime, 103. 
 
 of official receiver upon assets for costs, 380. 
 of vendor for unpaid purchase-money, "'.' n , 103. 
 of agent on goods, for amount of bills, 79 u. 
 
 LIFE ASSUKANCE COMPANY: see I 
 for Wimding-up. 
 
 amalgamation of, 445, 681. 
 
 petition by policy-holder, after, 55. 
 
 policy-holders may prevent, how, 11"' 
 
 novation of debts, alter, 111. 
 definition of, 16 and n. 
 future liabilities or profits of, taken into account, 1<
 
 762 Index. 
 
 LIFE ASSURANCE COMPANY— continued. 
 
 insolvency of, how determined, 16, 29, 30 and n. 
 liability of, to annuitants, 108. 
 
 of contributory of, 146 n., 160. 
 list of shareholders in, 680, 681. 
 petition by policy-holder of, 55: see Policy-holder. 
 
 by shareholder, 16, 54. 
 proprietary company, with uncalled capital, suspending proceedings for 
 
 winding-up, 16. 
 report of actuaries of, 680. 
 set-off by policy-holder, against debt due, 124. 
 statements to be made by, 680, 681. 
 transfer of business of, 681. 
 
 unlimited, efi'ect of issue of policies payable out of assets only by, 118. 
 unregistered mutual, may be wound up under Companies Act, 17, 55 n. 
 
 may have its contracts reduced, 17. 
 valuation of annuities and policies, 108, 684. 
 winding-up of, 16, 54, 683. 
 
 commencement of, 77 n., 78. 
 
 costs of, 16. 
 
 security for, given by shareholder or policy-holder, 16. 
 
 death of person assured before proof, but after, 109 n. 
 
 questions to be considered on, 109. 
 
 grounds for, 682. 
 
 proof of policy-holders in, 10S. 
 
 subsidiary companies, 17 n., 78, 683. 
 
 when ordered, 16, 17. 
 
 LIFE ASSURANCE COMPANY ACT, 1870.. 679. 
 
 1871.. 683. 
 1872. .683. 
 
 LIMITATION : see Statutes of Limitations. 
 
 LIMITED COMPANY : see Company. 
 
 LIQUIDATION: see Winding-up. 
 
 LIQUIDATOR, 
 
 actions against, 64-66. 
 actions by, 
 
 against directors, 210-212, 21S, 219. 
 
 continue, summons for leave to, 61. 
 
 counter-claim against, for unliquidated damages, 61. 
 
 in name of liquidator, 26S. 
 annuities and policies, valuation of, by, 108. 
 appeal against act of, 293. 
 appearance by, for company, 421. 
 appointment of, under Act'of 1890. .272, 304, 340. 
 
 as receiver for debenture-holders, 270, 47l\ 
 
 order of, copy of, 341. 
 
 gazetting of notice of, 341. 
 
 advertisement of, 342. 
 
 defect in appointment of, 383. 
 
 mercantile, 271. 
 
 new, 342. 
 appointment of, under Act of 1862. .634, 686. 
 
 advertisement of, 687. 
 
 where compidsory order after supervision, 425 and n. 
 assets, collection and distribution of, 351, 635. 
 balance sheet and final account brought in by, 693. 
 bank of: see Payment In. 
 books of company, duty as to, 372, 373, 694.
 
 
 
 
 
 
 
 
 
 u

 
 Index. 763 
 
 LIQUIDATOR— continued. 
 business, carrying on, 110. 
 calls, 132, 147, 148, 184, 352, 353, 354. 
 
 enforcing payment of, 354. 
 cash, investment of, 690. 
 clerk of, 687. 
 
 remuneration of, 687. 
 company, represents, 220 n. 
 compromise, power to make, 192. 
 contributories, settling list of, 285, 349, 350. 
 control of Board of Trade over, 293 : see Board of Trade. 
 costs ordered to be paid by, 248. 
 costs of, 255, 257, 258, 259, 320 : see Costs. 
 costs of official receiver, discharge of, by, 379. 
 costs, not personally liable for, 249-251, 284. 
 Court, subject to control of, is, 1. 
 death of, vacancy how filled, 342, 687. 
 
 debenture, informal under Bills of Sale Act, whether good against, 107. 
 debts, 110, 111, 133. 
 
 investigation of, by, 687. 
 
 list of, practice as to, 688. 
 
 proof, of, duties on, 354-357 : see Debts. 
 delegation of powers of Court to, 284. 
 deposit of securities by, 689. 
 discovery from, or to : see Discovery. 
 discretion of, 635. 
 
 duties of, under Act of 1890, 
 style of, 268, 342. 
 assist official receiver, 267. 
 books to be kept by, 290, 372. 
 
 who may inspect, 268, 293, 294. 
 
 record, to contain, 372. 
 
 cash, 373. 
 
 audit of, 370. 
 
 submission of, to committee of inspection of, 370. 
 accounts to Board of Trade, 289, 291, 370, 371. 
 
 audit of, 289, 370. 
 
 verification of, 289, 373. 
 dividends, declaration of, 360. 
 furnish Board of Trade with information, 364. 
 affidavit of no receipts, 365, 371. 
 carrying on business of the company, 110, 292. 
 
 accounts to be kept, 370. 
 
 verification and examination of, 290, 370. 
 
 purchases from employer, &c, for, 378. 
 
 filing of accounts, 289, 370. 
 
 open to inspection, 290. 
 furnish Board of Trade with summary of accounts, 371. 
 
 and printed copies, 371. 
 on vacancy in committee of inspection, 280. 
 payments into Bank, &c, 282 : see Payment In. 
 payments out : see Payment Out. 
 
 private banking account, not to pay any sums into, 283. 
 special bank account, 282. 
 
 duties of, under Act of 1862, 
 account, 
 
 final, to pass, on termination of company, 693. 
 books of, to make up, 686. 
 
 disposal of, on termination of windiug-up, 694. 
 examination of directors, 207.
 
 764 Indi '. 
 
 LIQUIDATOR -continued. 
 
 examination of witnesses at request of, 197, I 
 examination of, 200. 
 til. • of ord< re, exhibits, &c, kepi by, I 
 investmi nts bj . 
 
 interest and di\ id< nda on 
 liability of, personal. 70, 
 for ccists, when, 248 
 
 of dispnti g debt, 246. 
 to solicitor, 2 19 
 for rent, 70 
 list of oontribul - ttling, 12 I m of COS- 
 
 TIC ll 
 
 manager, where appointed, proof, 99 
 minutes of proa i a ags, to be k> pt by, 2 I 
 misfeasant, pi ■■■■ edit - - gainst, 207. 
 
 offloia] receiver to be, unless i liqnidal Inted by the I 
 
 267, - 
 
 information bj , to] quid itor, 
 
 aooonnting by, to, 381 
 
 Btyle of, 842 ' 
 paj menl to, bow m 
 payment io of moneys to credit of, by : -• Pat«i« to 
 
 petition bj . 15 
 
 possession, to give up, application to a i 
 
 powers of, 685. 
 
 bankrupt contributory, 150 n . l.M 
 under Act of 1890, 
 
 bnsinees of cod | nry on, 1 1". 
 
 actions bring or defend, ! 8 
 
 in whose uami • 
 asoertainj tting in do 
 
 [1 procei dings, 283. 
 payment of on ditors 1 claims in full. 1 17. 
 powers of a reoi Lvt r. to bai e, 851. 
 Bolioitor, to employ, 284. 
 have regard to resolutions of creditors, 
 
 -. 
 committee of inspection, _ 
 conflicting resolutions and directions, 292. 
 call meetings of creditors or contributors -. 285, 
 
 committee of inspection, 280. 
 apply to Court for directions, 2 
 delegation of. -84. 
 provisional liquidator, 269. 
 under Act of 1862, 
 
 to pay wages in Stannaries, 677. 
 
 administer estate of deceased contributory, to, 147, 148. 
 pay certain debts in full, to, 117. 
 exercise powers of s. 95. .284, 635. 
 profit, must not make, 378. 
 
 except with sanction. 379. 
 proceedings against directors for breach of trust, 210-212, 218, 219, 414. 
 property of company, 
 
 must not purchase. 378. 
 official receiver must hand over to, 379. 
 proxies, practice as to. 302. 
 public, examination, may take part in, 277. 
 
 by solicitor or counsel, 278. 
 rates, liability for, of, 72, 73. 
 reconstruction scheme, 
 
 valuing dissentient interests, 438.
 
 Index. 
 
 765 
 
 LIQUIDATOR— continued. 
 
 preparing scheme, 447. 
 
 calling meetings to consider, 447. 
 register to rectify, 228. 
 Registrar of Stannaries as, 675. 
 release of, when and how, 291, 375. 
 
 by Board discharges from all liability, 291. 
 
 delivery over of books, &c, on, 372. 
 
 notice of order to be gazetted, 376 
 removal of, 19, 268, 291, 342. 
 remuneration of, under Act of 1890. .377. 
 
 disallowance of, 283. 
 remuneration of, under Act of 1862. .248, 687. 
 
 set-off of, against his proof as manager for compensation, 95 
 rent, liability lor, 70. 
 
 what acts will create, 69. 
 representative of creditors, appointed to act with, 425. 
 repudiation, by, 69. 
 resignation of, 291, 342. 
 
 retaining more than £50 more than ten days, 282, 283. 
 security required of, under Act of 1890. .268, 342, 343. 
 security required of, under Act of 1862. .686, 687. 
 securities, dealing with, 301. 
 securities, deposit of, by, 690. 
 servants of company, employment of, by, 93. 
 set-off, 121, 190. 
 several, where there are, 414. 
 
 share forfeited, whether can set aside forfeiture, 137. 
 stock standing in name of, sale of, 690. 
 style of, 268, 342. 
 supervision order, 45. 
 trustee for creditors, how far, 1, 2. 
 uncertain demand, valuation of, by, 90, 
 unclaimed assets or undistributed assets, 286, 288, 365, 366. 
 vacancy in office, how filled up, 634, 642. 
 
 under Act of 1890.. 268. 
 vesting of property, 413. 
 wages, personal action for, 95. 
 witnesses, examination of, by, 197, 198. 
 provisional, 
 
 appointment of, 267, 269, 633. 
 
 official receiver to be, when, 267, 269, 324. 
 
 powers of, 267, 269. 
 
 receiver only, 211, 269. 
 
 rules as to liquidator apply to, 693. 
 
 security required of, 268. 
 voluntary, 
 
 accounts of, what required, 413, 643. 
 
 action, on threat of, may apply for supervision order, 237, 409, 423. 
 
 application for supervision order, effect, 237, 423, 425, 426. 
 
 application of property of company by, 410, 642. 
 
 appointment of, 406, 407. 
 to be liquidator, 644. 
 
 by Court when none otherwise appointed, 407. 
 confirmation of, asked for on petition for supervision order, 425 n. 
 delegation by company of authority to appoint, 406, 642. 
 effect of, as to powers of directors, 642. 
 
 validity of supervision order without prejudice to question of, 
 422. 
 
 calls, 410, 411. 
 
 change of name, 41. 
 
 compromises with creditors, 229, 412.
 
 766 Indi r. 
 
 LIQUIDATOR— cuntinu.-l. 
 voluntary — '-out in 
 
 ip, 417 n.. 1 1 & 
 coi. by, 414, 
 
 costs of, 1 1 -. 1 13. 
 
 itii'ii of authority by, 1 1 I. 
 misconduct of, LIS, U4, 122. 
 
 - nal liability, i ffeoi of offer to accept, 26. 
 
 powers and duties of, 106, 109 .->/.. U6. 
 . U6. 
 t i examu L15..417. 
 
 tranafi r of shares, I i sanction, 404, 1 12. 
 business, to Bell, 1 13. 
 creditors, to advertise for, 1 1 2. 
 directors, to j Ml, 
 
 ( fcrart. U> nj.plv tn, as tn questions, in winding-up, 111. 110, 559, 
 
 mi etings, summoning, 411, 4 16. 
 proceedings by, before appointment discovered to be invalid, 407. 
 rectii ■ t by, 228, 1 1". 
 
 removal of. M)8, 122 n. 
 remuneration of, 107. 
 
 ■ urn by, to registt r, 1 L8. 
 Bale by, 413, ill. 
 
 • 1. v. in re there are, ill. 
 
 . acting in the inter Bts of, 39. 
 action by, against, 122. 
 dings, application t< . 
 summons under a 1 1.*> by, I 16. 
 
 supervision order, may apply for, on threat of action, 115, 123. 
 vacancy in office of, bow nlli d up, K)8, 642 
 witnesses, application for examination of, by, L99, 117. 
 in winding-up under supervision, 
 
 ante of, application as to vouching, 129. 
 application to ' iourl by, whi n Bbould be made, 1-7, 128. 
 appointment of, 125. 
 
 additional liquid itor, 125, 126. 
 . by < tourt, 126. 
 compromise, whether has power t", 127. 
 ag, 128. 
 
 is order, 125 n. 
 i • without auction of, 125. 
 
 i i. w i). ii oonsidi n d, l*J<;. 
 «li\ idi ii'i-, d< ■ ! 
 I ■ 
 
 ; Isory order, 87. 
 ■ 
 rg . 1 1 1 1 1 1 1 1 1 ■ ■ 
 
 , whether cai 
 
 . 127 
 r - 1 office "I, 126. 
 
 . 27. 
 
 r. : 
 
 ■ on appoint) d, ; 
 
 i in lj be 
 
 ■ 
 
 \,.i , red by order, 4 
 
 LIfi PEND1 '■
 
 Index. 7 67 
 
 LIST OF CONTRIBUTORIES, 
 under Act of 1890, 
 
 fully paid-up shareholders, when to be placed on, 27, 
 
 persons who have been shareholders, 
 
 who have not forfeited, surrendered, or transferred their i 
 134. 
 person who ought to be, but is not, <>u the register, 135. 
 not a participating policy-holder who has assigned his policy, 135. 
 not transferee of shares, if company refused to register him 
 winding-up, removal from, on account of fraud in taking shares, 
 140, 141. 
 repudiation only, not sufficient to obtain removal from, 111. 
 persons not registered, who have agreed to become shareholders, 143. 
 past members, 
 
 limitations on liability of, 144. 
 representative contributorics. 147. 
 executors, 149. 
 devisee, 150. 
 
 bankrupt member who obtains discharge, 1 '. 
 trustee in bankruptcy, where mortgage of shares, 1 50 n. 
 
 after disclaimer, 150 n. 
 married woman and her husband, 151. 
 fictitious person, 152. 
 companies holding shares, 153. 
 joint owners, survivor of, 155. 
 infants, 154. 
 trustees, 153. 
 transferor, notwithstanding compromise between liquidator and 
 
 transferee, 195. 
 costs on settling, 235 n. 
 settlement by liquidator, 285. 
 
 provisional liquidator, 2G7. 
 rules as to, 349. 
 contents of, 349. 
 objections to, hearing of, 350. 
 application for removal from, how made, 350. 
 variation of or addition to, 350. 
 settling in voluntary winding-up, 409, 410. 
 in winding-up under supervision, settling, 128 
 
 LIST OF CREDITORS, 
 
 settling, on reduction of capital, 459. 
 
 LITERARY SOCIETIES: see Socn 
 
 LOAN SOCIETY, 
 
 unregistered, whether would be wound up, 9. 
 action for redemption by members after winding-up, 
 
 advances by, alleged to be ultra rin e, 210. 
 
 LOSS 
 
 by company, not alone sufficient ground tor petit] in, ••". 
 when business carried on at, 30. 
 
 difference between limited and unlimited company, 31. 
 
 application of "just and equitable" olai 
 
 MAJORITY: see Creditors ; Shake jmbs. 
 
 what necessary tor scheme of arrangement, 146, 
 of debenture-holders, powers of, 175 
 
 MALICIOUS PRESENTATION OF PETITION, 57.
 
 70S ,%> Ind 
 
 MANAGES ~ ivaht. 
 
 t rand for winding-up, 34. 
 •. 209, 225, 111. 
 rry i n bnsu 
 pointed by debenture-holdera, 171. 
 . IT''. 
 
 MAM 'AMI'S. 
 
 to oomp 1 oompany to regteb r, 227 a. 
 
 MABBDSD WOMAN, 
 
 B pi shares in name of, 152, 
 
 lility in reepeot of, 126 n., 151, 172, 682. 
 
 wlit-r«- inp:iii_\ Idi r. 151. 
 
 effect of Married Women's Property Aot, L 882.. 152. 
 held by, aa trustee, 154. 
 
 Mr.r.i i\<.. 
 
 :' creditors and oontributoriea, 272, 835. 
 ution, of, 279. 
 of company, general. 629, 661. 
 
 is to, 661. 
 of creditors, 
 
 under Ad of 1890. .298, ! 
 adjonrnmenl of, 308, 
 
 ■ d • ■!', 299, 303. 
 mode ol calling and • 299. 
 
 noti ■'■'■'■ 
 
 ii'ii-r- ceptii n 
 
 ority for, 337. 
 
 am, 80S, 3 I 
 
 mpromiae, 192. 
 
 • i 
 
 w!,< n and «ii\ 642 
 
 *er to call, 29, 292. 
 
 of ehareholders, 
 
 iti ii. 157, 
 
 pp iint< d, 
 
 1 1~ 
 
 l 1 1 summoned, by voluntary liquidator, 111, 
 
 117 
 
 ntributory*i n medy, 12 
 120 n. 
 
 Ijq, II I. 11'.. ' 
 
 ■. 
 
 118 
 
 . 1 1 n. 
 
 ". 151, 
 
 .in 
 
 i n.
 
 Index. 7, in 
 
 MEETING— eontinued. 
 
 of shareholders —continued. 
 
 voted of, how given at, 302. 
 
 resolutions, copy of, to be sent to ( 'curt. .;:;> 
 
 restraining company from holding, 402. 
 
 of debenture-holders, 
 
 views of, ascertained at, 476. 
 
 .MEMBER: see Shareholder ; Contbibotoby ; Seven Hembbbb B I 
 
 TBIBUTORY. .//«—/.. «^ £ • /,././ . /. . ,£ C^M, ./ 
 
 action against, declaration in. 631. / 
 
 agreement to become, what amounts to. 1 |_', in:; 
 
 annual list of, 625. 
 
 definition of, 6, 62 I. 
 
 increase of number of, notice to Registrar of, 626. 
 
 interest of, 624. 
 
 number of, small, ground for refusing compulsory order 52. 
 
 of unregistered company made nominal defendant, 43. 
 
 past, 11 1 
 
 proof of debts by, 91. 
 
 prosecution of, 225. 
 
 relations of, between past and pr. sen! members in respect of Bami - 
 
 146, 147. 
 whether equivalent to " shareholdpr," 6. 
 status of, alteration of, after conurn ncement of winding-up may I 
 
 aside, 79. 
 who is, 126 n. 
 
 MEMORANDUM OF ASSOCIATION, 
 objects of, not effected, 22. 
 one of the seven subscribers an infant, 24 n, 
 discrepancy between, and prospectus, whether shareholder baa . 
 
 142. 
 cases on, summary of leading, 17:i. 
 of compauy reconstructed. 435. 
 clause enabling amalgamation, 443. 
 alterations in, without aid of Court, 455. 
 
 change of name, 155. 
 
 capital, alterations in, 455. 
 with aid of Court, 45G 
 
 reduction of capital, q.v., 450 
 under Memorandum of Association Act, 1890. ,461, 671. 
 
 petiti ms under, 4b' I. 
 
 application and scop*', extent of, 4'*>1. 
 
 instances of changes sanctioned, 462, 463. 
 
 procedure, 462 
 
 principles on which Court gives sanction, 162, I 
 
 order and amended mem iranduin to be sent to r • mi 
 stock companies, 46:! 
 
 certificate of registrar, en? cl <>f, 163. 
 pi nalty for default, 463. 
 provisions of Act of 1862. 
 
 MEMORANDUM OF ASSOCIATION \< I. IS00..671: l " 
 Com p any. 
 
 MINES, 
 
 jurisdiction of Court ofStnnn 1 '• 19, 264, 6 1. 
 
 payment of wages of miner.- '.'! 
 
 E.W. 
 
 a d
 
 770 Index 
 
 MINORITY 
 
 of creditors, t»] - b oonstruotion, l'.'l. 195, 642 
 
 of shareholders. ..w far to \>v regarded, 31, 32. 
 
 un of o »m] b, 82, 33 
 
 rinding-up, lial i] ty fi r, 'J.'"', and n. 
 
 of debenture-holders, . 175. 
 
 " : I N" 1 1 Bfl 
 
 of] - kept by liquid 
 
 of] 
 
 of alteration of capital, form and oontente f, 160. 
 
 ll-i i. LB w< 1 
 
 by - my, *J"7. 
 
 by banker i- not, under & lOol Lot of 1890 (formerly a 165), 209. 
 
 I itor, or other officer, - j"7. 
 by .» ilioitor, 2< I 
 
 • irv. -jus. J 1 -J it. 
 
 by pi 
 
 . _• 1 1 . 
 claim fl r, is . ad ion, 220. 
 
 oi depositions, 346. 
 ml. - - ■ lings for, 347 
 
 wrmmons under above section, i on, how taken, 197,211. 
 
 wh- ii :t eale to oompany oannol be r< scindi d, 21 1. 
 wl. • qi w righto, 210, 212 n. 
 
 IO8BEPBESENTATI0N i 1 m. 
 
 i . ! lew, i 12, 229. 
 polioy-bol : ' ■•: preminms, 21 L 
 
 infant . by, I ~~. 
 
 in prospectus, 221, 282. 
 
 • •?! founded upon, 1 12, 229. 
 fraudulent, whether ground for winding-up, 33. 
 ■ •' >n t r sharea wh< □ - i aside on ground • >!", 1 12. 
 
 ■.I of, 229. 
 through, -' 
 
 I, 142 ii. 
 ill. 
 I I 'i. 'J.M . 
 
 Ill, 142. 
 
 IU81 \ki - 
 
 II ,i.:!iiv for, 212 ii. 
 
 MODES OF WINDING i [», u wdiko-i p. 
 
 MOBTG \«.i . 
 
 • Leb) aturet thereon, 106, 107 
 
 I r ■ ■ 1 , 
 
 I I 
 : -^ 1 1 1 looludi I, 177. 
 
 MOBTG \'i hi i;i S I i l:i . 
 
 r tin- | mi r j \ • 0, 61. 
 
 MOBTG kOl i 
 
 . 
 
 I ii. 
 
 i
 
 Index. i i • 
 
 MORTGAGEE continued. 
 
 deposit by, rectification of register in case of, 231 a. 
 
 distress by, 71. 
 
 of claim allowed, priority of, 104 
 
 of property of company, 
 
 how affected by winding-up, 102. 
 
 liberty to sell, after winding-up order, application for, 61, 99. 
 
 1<> i'< in-close, ap|ilic;it ion lor, '.»'.». 
 
 to enforce security, application for, 61, 99, 266, '.'>\~. 
 
 rights of, against company, 71, 75. 
 of shares, 
 
 liability, priority, sale by, 174. 
 possession of :ill company'r property by, constitutes inability to pay d 
 
 29. 
 I lower of sale of, cannot be exercised pending petition by himself, 61. 
 receiver appointed l>y, wh< a Bubjecl to liquidator, 269. 
 rights of, who has contracted to Bell real estate of company being wound 
 
 up, 102. 
 set-off of profits against interest, 99. 
 shuns secured by, may not be shareholder but creditor, 92. 
 unregistered, and director or officer, position of, 104. 
 with attornment clause, 71. 
 priority over debentures charging undertaking, 106 n. 
 
 MOTION 
 
 to restrain advertisement of petition, 27. 
 
 to restrain proceedings where petition improperly filed, 57. 
 
 to sanction compromise, 193. 
 
 to commit refused where director tailed to pay full value 
 
 received from promoter, 220. 
 to rectify register, 228. 
 
 notice of, on whom to be served, 228. 
 
 adjourned to chambers, 228 a 
 for ascertaining and getting in money, 367. 
 order as to notice of motion. :;:i4. 
 applications by, under s. 138.. 41."', II". 
 
 MUNICIPAL CORPORATIONS, 9: see Oobp 
 
 MUTUAL CREDIT, 
 
 no right of set-off under, except between creditor and company, 121. 
 law of, cannot he excluded by agrei ment, L23. 
 
 MUTUAL SOCIETIES. 9: - n-. 
 
 NAME 
 
 of company : see Company, 436, 444,624, 
 who may Bue in. 4 l n., '''2. 1 16. 
 change of, 455, 163, 623, 650. 
 
 NEGLIGENCE: set 1': Mi-n \-\ 
 
 NEGOTIAlU.r [NSTR1 MEN 1*8, 
 
 proof by holders of, LIS, li I, 115, 116, 356. 
 
 NEW COMPANY, 
 
 formation of, under Boheme ol arrangem< at, 1 17. 1 19. 
 
 NOTES 
 
 of examination of witnesses under a. 115. .204. 
 of depositions, Bhoi th ind, :''I7. 
 of puolic examination, 346.
 
 77*2 Tnd . 
 
 inkruptoj . ■ •' t '''. 121. 
 
 - rred on unregistered company, 48. 
 tittan, whether amounts 1 .77, 242. 
 ires, ( hit p ntion, L62. 
 
 ■ ■ 
 ■ 
 call, of. 
 
 ry winding-up, 1 10. 
 
 .... I . - 12 . 
 
 . "7 n. 
 
 in • !« bentnre actions, :'•! 7, 
 
 anlimiled liability, I 
 60. 
 in,-r : il and membi re, 
 
 liqnidator, appointment of, Wti 
 
 meeting of, for pa nrdinarj : 102 MM 
 
 • (rial reaolutim . 102 404. 
 
 •:.. i r reoonstruo ion, 135, ? '7 
 of arrangi inent, I 18. 
 :- and oontri - to representative, 290, 
 
 802, ■ 
 
 altering memorandum of association, 158 
 of m illy, 811. 
 
 public examination, 278, 845 
 
 it( r. 13, 228, 232, 283, 23G, I 27 
 819, 63 ' 
 ■ i, nnd( r rales "i i- 1 I 
 ■ rrision winding-up, 128 
 1 322. 
 
 . : , 316, 393, 391. 
 
 [' d< bentnre aoti in, 169. 
 vo.untary winding-up. in. I"'- 104, 109, 111, 117, 641. 
 
 • I.-. 11/ 
 
 winding-up » 81. 
 
 SOVA I [ON 
 
 o: dtbt, 111, 112, 684. 
 
 i II 
 
 OBJ1 I I "i COMPANY, 
 
 \. ilation Act, 1890 156, 461. 
 
 ■ 
 d< ral, 81, 
 
 r. pudi i' •' ' I ' 
 
 OFFER i" PAT Dl 
 
 . ■ 
 
 01 i 
 
 i 
 
 1 :.'.
 
 Indt V. 77:; 
 
 OFFICES OB SERVANT— continued, ^c '-^ > . * *' "<■-'' ( - 
 
 Act of 1 890, at to, 295. A . , , ^ g , , . /y /f *^ 
 
 remuneration of, 92-95, 295. a 
 
 returns by, 296. z>£*S • ■■ r /^A ^ A n J 
 
 claims by, :>:;, 670. ' / 
 
 in voluntary winding-up, 105, lot;. 
 
 continuance of directors as, after winding-up, 105. 
 
 damages a. ainst delinquent, 207, 280, 347. 
 
 discharge of, 93, 95, 405, IOC, 480. 
 
 examination of, 197. 
 
 liability of, when shareholders, though discharged, 127. 
 
 miners, wages of, 94, 95, 671, 675. 
 
 misfeasance or fraud by, 207 >•<</. : B& DmBOTOBS. 
 person, who acts as, 208, 
 
 mortgagee, unregistered, in position of, 104. 
 
 priority in claim. 93, «j7(J. 
 
 production of hooks before examiner by, 201. 
 prosecution of, by voluntary liquidator, 225, 414. 
 
 OFFICIAL RECEIVER, 
 
 accounts of, when liquidator, rules of 1890 not to apply i 
 
 as Board of Trade may direct, :; v l . 
 accounting to liquidator appointed, 381. 
 acting as committee of inspection, 381. 
 appointment of, 268, 380. 
 appeal from, 360, 382. 
 
 as to proof by secured creditors, 301 : set 1 »i BT8. 
 assistant, 3S0. 
 
 books to be kept by, 372, 373. 
 chairman of meetings: set Meeting, 338. 
 costs of, discharge by liquidator of, 37'. 1 . 
 counsel, employment of, 277. 
 different bctwi en, and ordinary liquidator, 293. 
 deputy for, 302, 380. 
 duties, when order made, I. 333, 334, 
 duties, where no assets, 38L 
 further report of, 276. 
 information to liquidator, 380. 
 judicial notice to be taken ol appointmi nl of, i 
 lien upon assets for costs, 380. 
 liquidator's failure to keep up Becnrity, 343. 
 liquidator during vacancy, 273. 
 may apply for compulsory order in voluntary winding-up, 36, 285, 1 1 7. 
 
 in winding-up under Bup 
 for examination ofdireotora and ameers, 207, 
 meetings, dutii - as to, 27'-', 299, 836, 338 : "' ::^o. 
 nam.- of, use in proceedings against company, 62, 
 notice of winding-up order to Board of Trade by, ■'<■'•'.''. 
 
 for local pap . 334 
 obey Board of Trade, 293. 
 provisional liquidator, 2''>7, 324, 325. 
 
 when may be appointed, 269. 
 provisional liquidator, order appoint 
 preliminary report, to submit to Court, 275, 276, 
 payment to, when continued as liquidator, - 
 
 provisi 'mil liquidate » 
 proof of debts, <1 ut i- D 
 
 proceedings against mufeasant d 
 personal liability. 31 " 
 personal performance of duti< -. - 
 powers of oth< r> to act for, - 
 pr x s. 301, 303, ! ••
 
 77 i Indei 
 
 OFFICIAL BE( 1.1% BR— continued. 
 
 public examination, take part in, 277, 34o. 
 
 Lverfbi debenture-holders, 270, 173. 
 removal of, 380. 
 
 rl - by, 275, 276, 548, 344. 
 
 : winding-up order opon the secretary, &a, 333 
 pieeol resolutions t>> the Court, 338. 
 .-hull furnish summary ofstatemenl of affairs, 299. 
 solicitor, employment of, by, -77. 
 
 iffairs to be made to, 274, 339, 340. 
 special manager, :;:'■■">. 
 style of, when liquidator, 268, 273. 
 Butwtiruti - for, 381. 
 t nation of costs, duty as to, 320. 
 transfer <>f proceedings on, 315, 4< 9. 
 valued Beoority, buying in <•'. 301. 
 winding-up order, copies of, to be Ben1 to, 334. 
 
 ONE-MAS i OMPANIES, 117, 225. 
 
 i >i;i»i:i; . WlNDlNG-l P < >BDEB. 
 
 B aid • i Trade, how proved, 296. 
 
 call, for, proceedings on, I - I 
 
 chambers, in, for compromise, 193. 
 
 oompn mist >. for, L93. 
 
 county court, not having bankruptcy jurisdiction, 
 
 tlr:iwinL r np, :;i I. 
 
 in d< i» Hi 1 1 r - contents of, I . ,; . 
 
 final judgment, when, 281, 674. 
 
 [nsl uncalled capital, 104. 
 fori ign, r« Btra ining, 59. 
 
 XTV., judgment undor debenture covenant, 167. 
 garnishee, absolute, 18, 64, ' 
 
 - -. 392. 
 as to rub -. I Itli November, 1862. .1 - 
 21st Mai ,1868..! 
 1890 1895.. 30f> 
 county courts, 393. 
 transfer, 393. 
 motions, 394. 
 
 affidavits in di benture actions, 394. 
 writs in debenture-holders' actions, 894 
 liqui uni-. :'.'.' I. 
 
 Qu 
 • 
 n ii|« i do, though oompulsorj asked for, 39. 
 
 roluntary winding-up, madi in, more than thm months after di I* 
 
 OBDEB \\l> DI8POS1 i [ON, 
 
 croptc) mi do! applies bl t- winding upi Bl 
 
 ORIGIN ITIN< i HMON8 
 
 i . i|.it -il. I'M ii 
 
 ;■!; . 816. 
 
 PA1D-1 r. 
 
 iharci, • tad d in arl 
 
 ,216
 
 Index. 775 
 
 PAID-UP— continued. 
 
 contracts for issuing, 128-134. 
 
 summary of cases bearing upon, 129. 
 effecl of, on register of shareholders, 233. 
 holder's right to Bhare of .surplus assets, 128. 
 what arc deemed to be, 128. 
 
 in case of direr-tors, 1(1!), 17n. 
 shareholder, when entitled to petition for winding-up, 52, 128. 
 preference given to, in conduct of winding-up, 53. 
 who has received dividends, &<j., out of capital, 183, l - 
 putting on list, so as to share in surplus assets, 128 
 whether can apply under sect. 10 of A.-t of L890 (formerly sod. 
 208. 
 
 PALATINI-:, COURT OF, COUNTY, 
 
 jurisdiction of, under Act of 1890. .7, 263. 
 general rules for, 295. 
 transfer of proceedings to, 315. 
 
 PARLIAMENT, 
 
 necessity of application to, for leave to sell company'.- property no b 
 
 win ling-up order, 10. 
 parliamentary agent, 
 
 deposit, right to, on abandonment of railway, 1 18. 
 privilege of, not attaching to defaulting rec liver, 180. 
 member: refusal to answer question, 318 
 
 PARTIES, 
 
 attendance and appearance of, ruler;, 382, 693. 
 to a debenture action, 470, 471. 
 
 PARTNERSHIPS, 
 
 unregistered, (J, 8. 
 dissolution of, 13, 31. 
 what are prohibited, 621. 
 
 PAST MEMBERS: see Cootmbutorie*. 
 
 PAYMENT, 
 
 bill, of, after act of bankruptcy, 121 n. 
 
 broker's commission, 132. 
 
 by one company for another which has been wound up, Bt 
 
 solicitor, where such payment authorized. B 
 by and to liquidator, regulations, 396. 
 calls, of, in advance by directors, 84. 
 charges, of persons having, 117. 
 claims of creditors, payment of, in full. 1'.', 1 17. 
 costs, of, 117. 
 directors' fees, of, 85. 
 
 advances of. So. 
 liability for improper. 213. 
 fictitious, for shares, I s " 1 and n. 
 for goods, SO n. 
 goods for, by shares, 172. 
 guarantor directors by, of guarantee by moneys advanoed i: - 
 
 their shares, 81. 85. 
 order for. is a final judgment, 674. 
 out, of execution, 65. 
 policies, of, out of fund.-. 1 18 
 
 shares, for. contract as to, otherwise I . 128, 129 
 
 by third parties, appropriation • ■:'. I • -1- ; -t of >■ luin I 
 without notice and for value, not fraudulent, -
 
 776 In 
 
 PAYMENT IN 
 
 of moneys by liquidator, 282, 286, 348, 366, 369. 
 
 I urt 
 
 amount of debt, 26. 
 
 ■ .-.ill. ."> I. 
 ,»i" in.iti.-v> to Companies Liquidation A.««oonnt, 282. 
 t,. bank other than Bank o\ En / aid, 282, 283, 349. 
 fail.: datur i" pay in, 282. 
 
 PAYMEN I' OUT 
 
 ,.i moneys in Oonrt t.' aooonnt of liquid iter, 348, 368, 369. 
 of special banking aooonnt, 282, 288. 
 
 tnies Liquidation aooonnt, 283, 288. 
 
 PENALTIES, 
 
 i .if, t;:;0. 
 .!. fault of li'ini.l iior i 1 1 ■ itement, 286. 
 
 !i w r. -ii _-ly .-1 liming t i I" on ditor >>r contributory, 286. 
 
 PENDING LIQUIDATIONS, 
 
 information a- to, 283, 364 
 
 ■ •.••aunt <>( accounts, .v ■ , to I-- m vie after one year, 285, o<;i. 
 
 PEBJUBY 
 
 m examination under b. i 15.. 205. 
 
 PETITION 
 
 by life asaurano i oomp iny for Bale of business, 1 15. 
 for i motion t" Boheme of arrangement, 1 18. 
 t..r i motion t" reduce c mite , 158, 695. 
 
 PETITION FOB WINDING-UP, 
 
 adjournment of, - I. 
 
 I; oontrib itory, bj , 3 1 
 
 collusive, 'J 1 1 . 
 
 company s, 1 1 
 
 company's funds, application -;, for, 5' . 
 
 nrrent petition*, 241. 
 eontribut ry may pi 
 m cuiniy • 
 creditor, by, 'J'.', 15, '-'1". 
 
 oV ith <if petition* r, .'i.'i. 
 
 friendly, 1 1 
 
 debenturt -ti ild< r m « pn at, 19. 
 
 I debts whether should be enforced by, 25 ■/ 
 
 M ■• i and l.iv. i] I m, :.- 1. 
 
 ■ 
 contributory, bj 
 : i titi'.n, effeOl "I. "ii I I .• . " 13. 
 
 A|.|.. a ■ i i -. i.. ( w.i ,B . 1890 
 fully end iti-. | ■ nils paid-up •• isri bolder, by, 248. 
 lac of, 310, U 
 
 impauy, by, 17. 
 liquid it 
 ii. ui. 
 
 polio] ■ I i- r, 17 
 
 presentation of, I'.\. 34. 
 
 ther I"- i r. 'Jin. 
 
 tod to put polil ' 
 
 injunction, 27.
 
 Indea . , , 7 
 
 PETITION FOB WINDING I P continued. 
 
 rules as t<>, 825. 
 
 scrip certificates, by holder of, 54. 
 
 second, with and without knowledge of first, 242. 
 
 seven members, less thau, at date of, -■'>. 
 
 several, where there are, 241, 242. 
 
 shareholder, 
 
 calls in arrear, whether bar to, 54. 
 
 past, by, 54. 
 
 dismissal of, at, desire of maj >rit v of shareholders, 287, 
 
 delivery, where Bhares transferable by, 54. 
 
 executors of, by, ."> 1. 
 
 interest of petitioner, when small, 52. 
 
 liquidation of affairs of shareholder, before, 51. 
 
 grounds for granting or refusing-, 21 seq., 80, 38, 50 54. 
 opposed by other shareholders, 21, 51. 
 prospect of arranging for paying the debt-. 5] 
 substratum of company gone, 51. 
 
 register, name of shareholder presenting, not on, 54. 
 subsidiary c impany, 17 n. 
 supervision order for, 121, 124. 
 surety bv, 17. 
 title of, 325, 685, fi95. 
 
 unlimited and limited companies in, distinction between, 31. 
 vendors of land to company, by, 47. 
 verilication of, 326. 
 
 PETITIONEE, 
 
 death of, legal personal representative ma; carry 
 
 duty to search for prior petitions, 243. 
 
 " PLACING " 
 
 shares, whether an agreement to take, 171. 
 
 PLAINTIFFS, 
 
 who should Mi'- in debenture anion, 1711. 471. 
 • •tint, if title infirm, 17i», 471. 
 
 PLKADlN<;s. 
 
 statement of claim in debenture-holder's actio i, 174, 
 defence, 171. 
 
 POLK V. 
 
 limited liability on, l*.*>. 
 
 payable out oi assets only <■!' unlimited assurance company, 1 I s . 
 
 payment of, in winding-up, _.*>7. 
 
 fraudulent preference, whin, 82 n. 
 valuation of, in winding-up, 108, 684 
 void, claim on, 1 16. 
 
 whether av tided bj non-payment of premiums after 
 l>< tition, 108. 
 
 POLIOY-HOLDEB -- Lm \ Couputy; I \m. 
 
 claim of, on amalgamation, 109. 
 
 creditors and, division of pr ids of com] 
 
 current, whether has righl "t Bet-off, 124. 
 
 definition of, 55, 680. 
 
 mutual Bociety in, liability of, 160. 
 
 novation by, 111, 684. 
 
 participating, as contributory, I 
 
 w here claims are to be < I on funds ; n. 
 
 participating, after assignment maj tributary, 185 161.
 
 .' 
 
 POLICY-H< ILDEB tinned. 
 
 petition for winding-up by. 16, 17, 54. 
 pn miums, p tymenl of, by, l |is . 
 
 r ainaigamation, whether constitutes novation, Hi 
 priority of, 108, 1 17. 257. 
 ■ - | 
 
 [iton .i- !■ _ its inonrred id winding-up, 258. 
 
 rights of, in various forms of companies, 108 a. 
 i-t ilila due t> company, 124. 
 
 make liable as ■ contributory, 161 
 trai ; .'- but tees, how may prevent, 445. 
 
 when claime are to be charged on funds of o itnpany, PiO u. 
 when policy deposited with company t"i cash value thereof, 55. 
 whethei scound creditor, 108 a. 
 
 POLL, 
 
 d< mand of, 362, 102, 408. 
 
 re— I SSI' IN, 
 
 application in winding-up by landlord against liquidator to give up, 
 
 70. 
 • ■f liquidator, what, 71 o. 
 
 177 
 
 I i •> 1 . 
 
 i .'•■• ol ii'itie. . Ae . by, 819, 820, 680. 
 
 POM M\- I BR-GENEBAL, 
 priority of claim of, 7:;. 
 
 POS I PONEMEM I 
 
 r v, inding-up, when made, 26. 
 
 row KB OF - \i r. -■• Bali , 
 
 PBA( I t< B, 
 
 inoery Division, •_'. 385. 
 
 PRE1 BREW 1. 
 
 bond fid* I N du( . v\itii<.ut notio . 8 1 
 
 debts • ntitled to: ■•• Dots. 
 
 appropriation of bj directors to pa j oalls in ad van 
 wni d • 1 1 r- otors must be m< cabers, paj ment of, 85 
 instance « of, 82 d . 
 
 undue, or fraudulent, of creditor, by company 16 
 
 .' is, 82 u. 
 i iil« - oi bankruptcy applicable 
 
 r m i, oin may '" euforoi d, 84 
 debenture-l old ie alone In res] 
 
 fotore calls, by spplj lo| d< bl In d 
 
 . by guarantoi dirt ■; mom ye ad- 
 
 vaoct I in payment <>i thoir shur< . 84, B5, 
 
 [icitor on calls In advano I of 'lire. I 
 
 ii/. d to fl ■• : ,85 
 
 . 
 net;. : ids by oomoanj . 9 1 
 
 rd ol < lourt to, - 
 
 . 
 
 B, M 
 
 ; 
 
 i-ki.i BEEN i I \i. PATMEN i U I 
 
 appl
 
 I n<h i . 77'. 
 
 PBEL1MINABY BEPORT, 275, 341. 
 PBEMU ai, 
 
 paymenl of, bj polios-bolder proving against company, Li - 
 after amalgamation whether constitutes novation,*] 1 1. 
 setting apart, for benefit of polii . i\ i. 
 
 PBESBBVATIOM 
 
 of property, costs of, 258. 
 
 PBIOBITY 
 
 among creditors, 6 1. 68. 
 
 when registered office is in Scotland, • 
 
 Act of L888 ;i- t<>, 670. 
 in payment of costs, 1 1 7. •_' 1 1. 2 1 8, 254, •_'."• / :,j i 
 
 incurred by company in liquidation, 254 
 in advances by shareholders, 92. 
 of claim by railway contractor tor contract money, 1 in n. 
 of chargees, 1 17. 
 ofclmrgee of money doe to oompanj which has oh 
 
 to debenture holder.-.. 105, 106. 
 of costs : *< < ( 
 
 of Crown debts in distributing assets, • '•';. 7:;. 112, 111 
 of incumbrancers of claim allowed to creditor, 104. 
 of mortgage of property of company which ha.- oharged it- n l< I 
 
 to debenture-holders, 1UG n. 
 of mortgagees, unregistered, I'M 
 of mortgagees of shares, 17!. 
 or Postnia-tt i-< reneral as to balance of letter n 
 of remuneration of liquidator, - J4M. 
 of unpaid directors' tv, -, as regards outside ci 
 on abandonment of railway, 118. 
 policy-holder, of, 108, 1 18. 
 wages, of payment of, :•;:. 1 17. 670. 
 
 PROCEEDINGS 
 
 against company : set \> nos. 
 
 by .sccund creditor, 99 
 
 file of, 373, 692. 
 
 how intituled, 312. 
 
 leave t ntinue after winding-up ord 
 
 when granted, 59, 60. 
 
 not invalidated by formal defects, 383. 
 
 quasi-criminal, - 
 
 receiver not to originate, 180. 
 
 Ling petition, 58, 7 1. 
 staying, in winding-up : moStatimi 
 transfer of, rules as to. :;h. 
 what persons may attend, - 
 
 PROP1 P8, 
 
 definition of, :;7:'. 
 
 forbidden to be made out ■: assets bj Liqu Lat ..■ I mmitt 
 
 inspection, 378 
 
 future, when taken into aooount in considerin 
 proof— where salary of offloei is part ol net, H i 
 
 PROMI8SOBY SOU E9 
 
 by company, 7 I 
 
 creditor by, voting a1 meeti igs.301. 
 prodnotion of, on proof, 9 6 
 
 PROMOTES, 
 
 claim against, proof for, 1 L6 
 
 b its by, < fit ct of :>th * ction f Act 1867
 
 780 ln(h 
 
 PBOMOTEB— continued. 
 
 damages againal delinquent, 207, 280, 347. 
 
 debts, pro ..f of. by, 1 13. 
 
 definition of, 112 n., 113, 181, 218 n, 
 
 liability of, for nntrne statement in piospi etna, 222 : >•- . Direi cobs, &o., 
 
 miafeasant, proceedings against, 207, "J is. 
 
 claims against, not reloaded by discharge in bankruptcy, 218. 
 proceedings aga nst, 347. 
 public < lamination of, 207, 276. 
 shares, qualification, gift of to directors, 185 n., 216, -IT. 
 
 ^r of. proof by, 113, 116. 
 solicitor of company at formation is not a, 218. 
 boIvi ncy of, inquiry as to, under Tramways Ac. 1870. .59, 
 Bums recoverable from, considered assets, 34, 218. 
 unregistered company, of, when deemed a contributory of, 158. 
 
 MOTION, 
 fraud in. :'.:;, .'>!. 
 
 _v improperly paid, misfeasance, 213. 
 prool of claim for, 113 
 - en i payment of, 216. 
 
 PBt »OF: ••• Dj i-.i-. Rent, &i . 
 
 PBOPEB1 V. 
 
 effect of winding-up, on, 77. 
 
 disp .-it one of, after winding-up, 79, ,; 1 1. 
 
 transfer to trustee for debenture-holders where their debt exceeds Its 
 
 value, 107. 
 damage to, through <x. raise of powers of company, 1 18. 
 
 oompi ns ition out of parliamentary deposit, 1 1 s - 
 removal <>r <•• ncealment of, to evade calls, 162. 
 misapplied, restoration of, by officers, &c, 207. 
 deliver} of, by liquidator, 285. 
 all realized : Bubsi quenl prooei dings, 'J'.M. 
 
 liquidator's discn tion as I". 292. 
 misapplication of, use of notes of examination in proceedings tor, 846. 
 li(|ui<l it. ■■: to require delivery of, 351, 636. 
 
 of debtor, >\ Booverj and realization "t, :;t>7. 
 distribution of, in voluntary winding-up, 411. 
 
 by voluntary liquidator conveyance, 113 
 transfer of, in winding-up under supervision, 129. 
 . Beet on, ofappointm nl of receiver, 178. 
 
 PROPBIETAB? I OMPANx* 
 
 uncalli 'I capital, winding-up of, 16. 
 
 PBOSl CDTK >N, 
 
 application ol I J din ctors for, 57 n. 
 
 ; . tion di miati d, no Imr t<> claim in winding-up, 62, 1 1 1 
 ,,f I,, r fraudul nt din ctor, 225, 646. 
 
 by voluntary liquidator, 114, 646 
 
 PBOHPEt I i 3, 
 
 • ruction ol 
 
 I in. i 90, i 
 n pancy !>• twocn, and memorandum wh< D -t. »unil foi n pudiation ol 
 
 .-■ 
 
 D LlABILlTl 
 
 _ 
 
 142, 174.
 
 Indi v. 7si 
 
 PROVISIONAL 
 
 liquidator, director : see Liqtjidatob ; Dib ;; Commti 
 
 order of Board of Trade, winding-up company formed by, :. 
 
 PROXY, 
 
 by telegraph, 1 17. 
 
 filling in, if creditor blind, 363 
 
 from abroad, 361, 
 
 general regulations an t<>. 361 .-•.</. 
 
 issued with notice of meeting, 302. 
 
 meetings to consider Bohemes, ! 17 
 
 minor cannot be, 362. 
 
 stamp cm, 302, 447 n. 
 
 voluntary winding-up, 403. 
 
 votes of creditors and contributories given by, 302-305. 
 
 PUBLIC EXAMINATION : see Examination. 
 
 PURCHASE 
 
 of company's properly by liquidator or committee of inspection, :;7^ 
 money unpaid, whether a debt within tin- meaning of the Art. 17 
 vendor's lien for, 60. 
 
 QUALIFICATION' OF DIRECTORS, 168, 189 n., 215, 217: see Directors. 
 
 QUORUM 
 
 at meetings, 303, )!:!'.». 
 
 RAILWAY. 7. 8. 
 
 priority between creditors and landowners, 118. 
 
 RATES, 
 
 apportionable, whether, 72. 
 
 assessment of, when nut appealed by liquidator in | . 7.;. 
 
 distress for, ~rl. 
 
 liability of liquidator for, 72. 
 
 local, priority, in payment of, in liquidation. 7!, 72, 670 
 
 payment of, when liquidator carries on busin> as, 72. 
 
 preferential payments in Bankruptcy Act. effect ".'. as to, 68, 72, 670. 
 
 restraining proceedings lor, 
 
 after winding-up order, 58, 7l'. 
 rules of bankruptcy as t", do not apply, 71, 7 "2. 
 
 REALIZATION 
 
 of debtor's property, 367. 
 
 RECEIVER, 
 
 appointment of, prior t<> winding-up, 171. 
 
 in companies incorporated tor public work-. 56 
 for debenture-holders, appointment of, 269, 171. 172. 
 
 t:i! 177 
 
 when nothing due on the security, 270 
 official n oeiver, 270, 17-':. 
 question whether offloial receiver should ;. 
 liquidator, '27o. 172 
 
 mercantile liquidator Bometimi a l etter, 271. 
 for judgment creditor. 272 
 in railway, tramway, and water oompanii . 
 operati b as dismissal "t servants, 95, 172. 
 
 limitation of time for him t-> be manager, 172 
 
 whether entitli d to books, 172 
 substituted for liquidat >r, 17S 
 
 affi la\ it of, necessity for, 17:; 
 security by, 478.
 
 i 82 Index. 
 
 RECEIVER continued. 
 
 !• benture-holders — continued. 
 
 taking \ . ; 7:; 
 
 interference with, is a contempt, 473, IT: 1 . 181. 
 
 indemnity for expenses, it::. 
 
 carrying on business, 473, 176. 
 
 tracts made by, confirmation <>f, 171. 
 liability on, 481. 
 oontmuanoi of, ait < r judgment, 174. 
 . ■- mditure by, BanotioD of Court neoessary, 475. 
 
 . 47.">. 
 
 . tTfi 
 
 wli. pi 1. 178. 
 
 duties, 478, 479. 
 distress by, 47:» 
 debts to be collect '1 by, 179. 
 application to Court f>r directions, 180. 
 
 mt applied by, without CSourfs ^auction, 480. 
 
 edings, not to originate, I s11 
 agenl for company, when, 481. 
 I ■■ rsonal liability, 481. 
 trustee of money for persons entitled, 480. 
 misconduct, 480. 
 
 ants, 480. 
 dismissal, 181 
 removal, 481. 
 
 RECONSTRUl I [ON, 
 
 me ol 256, 135, 1 16 
 abortive, 256 n. 
 
 affecting only shareholders, 132. 
 under s. 161, Act'of 1868.. 432, 441. 
 when desii le, 433. 
 meetings, 1 3. 
 Bp< cial re ition, 132, 134, HI. 
 
 in! ions i" be advertis* I, 135. 
 ,li--. Hi ofshan holders, 433, 134, 136, I il 
 
 of old undertaking, 134, 138, 1 11. 
 
 iluty of d ;:; "" n. 
 
 impeaching sab , 138 
 
 unregisb r< '1 company without power to .sell or transfer, 4:::t 
 134. 
 distribution of proceeds of sale, 139. 
 void, If winding-up order made within ■ Mar. 134, 441. 
 
 lit y of shareholdi i- to old company's creditors, 134, 439. 
 landlord of premises, pow< t a to rent, 70. 
 pro i •• . 184, I 
 
 c anpany, formal Ion of, 135, 136. 
 n n une, 186 
 
 i shareholders, proceedings by, '<'■'■', 188, mi 
 , otlon of old oompai 188 
 
 i. pudiation ol 
 when the winding-up it compulsory or undei upervi ion, 141. 
 ilimi .;•, winding-up with s vien '", 417. 
 . <,: | 161, Art of 1862. 
 win ii iiu-iiionui'1'iii. ' ■"!! iintli'.ri/.r wilf <>( ntn I- itakm". II 
 
 tali • ; my, 1 12. 
 
 kii BO >K I 
 
 i;i.. i >RD8, I B \ NSMI88N >N OP I i 
 
 i ni« \ I i«»\ 
 
 I I R
 
 Index. 7s:; 
 
 REDUCTION' OF (A I'll \ I .. 
 
 how effected : special resolution sanctioned by I toxut, 4.".': 
 
 where articles do not contain powers of, 457. 
 instances and purposes, 457. 
 
 meetings to amend articles and sanction resolutions, -I57, 158. 
 if liability on unpaid capital „„/ /-,,/,.,■.,/ and no paid-up apital 
 returned. 
 
 creditors' consent, when aol required, 158. 
 
 summons for directions, 158. 
 
 use of words "and reduced," 458. 
 
 hearing, 458. 
 
 order, advertisement of, 458. 
 
 cancelling losl capital. 457, 459. 
 
 shares affected, 15'.». 
 
 r< ctification of register, 459. 
 
 capital expended in preliminary expenses, 459. 
 if liability on unpaid capital reduced, or paid-up capital it to bt reU i 
 
 procedure, 459. 
 
 list of creditors, 459. 
 
 creditors' consent, 451), 460. 
 minutes of reduction, form and contents of, 460, I'M 
 registrar's certificate, 161. 
 registration, publishing notice of, 461. 
 provisions of Art of 1867 as to, 656-658. 
 
 accumulated profits, return to shareholders, 665 
 
 cancellation of unissued shares, 662. 
 
 REDUCTION OF CONTRACTS 
 
 in life insurance companies. 17. 682. 
 
 RE-ENTRY 
 
 by landlord of company. 69, 70. 
 in lieu of distress, 69, 70. 
 
 REGISTER, 
 
 striking defunct company off, 43. 
 mandamus to compel company to, 'I'll n. 
 of members, 
 
 closing, 626. 
 
 entries in, where share warrants issued, 660 
 
 erasing name from, alter forfeiture of shares, 229. 
 
 evidence afforded by, 127, 627. 
 
 improper omission of name from, 231, 626. 
 
 inspection of, 626. 
 
 liability of person who ought to be on, but is not, \'-'<~k 171 
 name entered on " without suffleienl cause," 231. 
 name not on, placed on list by liquidator, --'j. 
 rectification of, 
 
 adjournment of, to chambers, 228 n. 
 
 after sale of some of the Bhares, -'.'•-. 
 
 application for, 'J'jx. 
 
 aeijlli. seenec, how affected by, '_':;_'. 
 
 by liquidator, 'J'J'.i. 
 by company, 229. 
 . osts of, 'J.'J.'i tea. 
 
 notice of, ButBcienoy of, 232 and a. 
 practice as to, 228. 
 
 delay in. 230 n.. 232, 234. 
 damages on, 235. 
 
 delay in registering devolution of .-bans, on ground of, 234 
 discount, where Bhares issued at, 131 a., 'j:;:'.. 
 
 distinction where contract tor .-hart- ?oid and win re voidable, 
 
 230
 
 78 1 Index. 
 
 BEGISTEE 
 
 of members —eontinui d. 
 
 rectification of — otmtim 
 
 , Si • ■ 227, 228, 229, 231, 233. 
 
 evidence for, speech of chairman after formation, 229 
 
 p ration alone, n" groun I for, 232. 
 fraud, in cases of, 232, 233, 235: m D» bit. 
 fully paid Bhares, oontraol not registered, 134, 459. 
 jurisdietion of Couri an to, 228, 231, 232, 233. 
 liquidator by, 228,285, 109, 127. 
 li.-t of oontributories, <>w Bottling, 21 - 
 misrepn fcus, 232, 233 
 
 mode of, 235 
 
 mortgage e by deposit, in ease of, 231 n. 
 . to be given to the registr r, 236 
 : for, by consenl and contemporaneous with winding-up, 
 application i>> diaohargi , 230. 
 provision necessary for debts and liabilities, 23 1 
 repo res, 141 
 
 right of, not affected by absence of substitute, 229. 
 Staj a* to, 236 
 
 tranef rofs aree Bi'nce winding-up, 139. 
 where transf ror baa aegli ete 1 to nave transfer regisb red, 234. 
 where o ntract not registered under a 25 of Act of 1867.. 229, 
 
 2 
 when transfer t" trustee for company urmble to hold its own 
 
 shan b, 231 n. 
 where notice giv< d of meeting for voluntary winding-up, ~-'.\ 
 where fore to transfer are neoessary, but have not been 
 
 observed, 234. 
 removal ol name by < 1 i r. ol efl cl of, 228 
 trusts, entry of, on, 153, I 
 ofi ' - 
 
 . Qg 111 CD U 
 
 REGISTERED OOMPANH - 
 winding-up of, 
 
 REGIS! EBED OFI U E, 18,298 
 
 REGIS! BAB, 
 
 winding-up done under ruperintendenoe of, I 
 
 n supei '. Qg-up, 2. 
 
 ..n ..t building Booietii - by, 1 1 
 lotion, 1 1- 
 ... ng compi ie, 193, 194. 
 
 ■.p compromises, 194. 
 -. n in m< >ti m for examination and r - 11 
 chambers, 807 
 ■ • ii 
 
 • in i t. i, 310 
 
 to dm •■• op oi li rs, 81 l< 
 
 t . I 3 H 
 
 . offlci .1 root ivi i 'ii IB i rade, 310 
 
 ■ 1 1 I 817 
 
 hearing applicat 
 
 ,. |. 118 
 
 ... 
 
 I I
 
 Index. 785 
 
 REGISTRAR— continued. 
 
 powers of, in a transferred debenture action, 189 
 ci rtiflcate of, in debenture action, I7»;. 
 
 duty as to appointment of official r Iver a- provisional liquidator, 
 
 duties when winding-up order made, 838, 834 
 directions as to meetings to consider schemes, 1 17. 
 duties as to petition for reduction of capital, 158. 
 
 alterations in memorandum, 162. 
 to give directions as to advertisements for claims, 175. 
 
 REGISTRAR OF JOINT STOCK COMPANIES, 
 
 alterations in memorandum, 163 
 contracts under s. 25 of A. 1867.. 128. 
 
 ■lotion of com puny to he reported to, 1"!, 637. 
 documents kept by, inspection of, 647. 
 list of directors to be sent to, ''. - J'.». 
 meeting for passing liquidator's account-, 113. 
 dissolution, 1 1 8, 6 13. 
 
 nature of company, evidence as to, maybe required by, 6 
 notice to, of rectification of r."_ r ist.-r, 285, 627. 
 
 power to strik< mpany off register, 13, 665. 
 
 reduction of capital, 161. 
 statement by liquidator to, 363. 
 
 REGISTRATION, 
 
 alterations in memorandum of association, 461, 163, 072. 
 as Limited company, liability incurred by unlimited company, before, 133. 
 colonial companies of, 667. 
 of company, regulations as to, 648, 651. 
 afresh, 663. 
 
 after petition presented, 5. 
 compulsory, effeel of, 157, 158. 
 debts contracted before and after, liability in r listin- 
 
 guished, 71. i 19, 157, 651. 
 bow far necessary to procure winding-up ord 9-11. 
 
 with a view to winding-up, '■'■ 
 
 companv registered ander 1856 Ad is register* 1 and . 
 Lot, 461 n. 
 of contract for payment, for shares otherwise than in cash, 128 
 132-134. 
 relief, when omitted, how obtained, 1 1 1. 23 t. 
 
 of debentures under Bills of Bale AotB: 36* BlLLS 01 BALB. 
 of members : set RbGISTEB. 
 
 whether necessary to enable them to present petition, 51, 54 
 of memorandum and articles of assooiatioi . 
 
 where memorandum Bigned by infant. 315. 
 of mortgages, charges, and debentures, i" I I 
 
 Of Bpeoial r- .solution-. 6 10. 
 
 of transfer of shares before winding-up, 139, I 
 delay in, 1 t<», 234 
 
 utter commencement of winding-up, .">. 
 reduction of capital, ord< r for: see B a. 
 
 shares, of, 
 
 del iy in, 171. 
 stock of, instead of shares, by < ristin 
 trade nni .17. 
 
 RELEASE 
 
 oi charge by debenture-holders, 71. 
 of future claims to liability after, 171. 
 
 of liquidator, 291, 372 : »■■ Liquidai 
 of contributor] . :-7. 
 
 B.W. 9 B
 
 786 Index. 
 
 REMEDIES 
 
 Denture-holders, 467. 
 
 BEMUNEBATION: tee Liquidator. 
 
 of direct ■:-. 116, 219: tet 1 *i 
 
 of;offioer of Board of Trade, 295 
 
 of officers and servants of oompany^after winding-up, 92: see Servants 
 
 OF OOMPANY. 
 
 of liquidator, 324, :'.T7: see LIQUIDATOR, 
 
 managing director, priority of, :»'J. 
 
 of special manager, _7'J, 323, 335. 
 
 of voluntary liquidator, M)7. 
 
 fur obtaining special Act of Parliament, 95. 
 
 BENT 
 
 due from company being wound up, when it remains in possession, 68. 
 
 apportionment of, for purposes of winding-up, 47, 68. 
 
 arrears, after repudiation by Liquidator, 1 16. 
 
 distress for, U7-71 : tet DlBTR] 
 
 ition of. by receiver, 478. 
 future. Lessor's claim against company for, '."*, ll.">. 
 Liquidator's Liability for, 7<t. 
 
 not due, person entitled t", oannol petition as creditor, -17. 
 proof for, »;7, '.»»;. 
 
 of bouse, 96 n. 
 
 future, under lease, 96. 
 
 where Lease assigned, '■«'•. 
 
 ! covenant t" indemnity ase e, 96 a. 
 re-entry for Don-paymi nt of, (J'.t. 
 security for, aoa pt< '1. 71. 
 
 BEN i- B \i:<.i:. 
 
 claim for, accrued .■ ■ ft ■ r repudiation of land by Liquidator, l L6. 
 distress by owner of, 7" n. 
 
 BEPOBT: - I'm i.iminakv Bepobt; Fubtheb K'm 
 monthly, by Liquidator in supervisiou winding-up, 2. 
 1 p ceivei -. 275| 276, 344. 
 
 BEPBE8EN I \i i\ i; 
 case, 
 
 shareholder may i Led to I" bound by, on rectifying register, 280. 
 of class nf on ditors or oontributorii -. 2 16. 
 
 appoint '1 i" net with Liquidator, 125. 
 of dec! a-. .1 or bankrupt contributory, I 17 : I Iohtbxbi pobd 
 
 •••UMeil pel 
 
 of director, Liability of, for misfeasai 209. 
 
 BEPUD1 \ I [ON OF HI \l:i 
 
 lutlon to wind op, I 
 
 ord( r. I::,', ill. 280, 105 
 b uiK bas itoppi '1 ; in. 
 
 I , i, I 7... 
 
 delay bj shareholder in obtaining )!"■ removal "fin. Dame after, 
 
 III, L42 
 in oew e I,, |, m | , | am 'l ram ition, 
 
 154, 172. 
 on d mi mornndum and j • ' '" 
 
 rround of m 138, 141, 174, 
 
 I r, 142. 
 
 pn mi. 
 
 I ■•■ 17 1. 
 
 I 
 
 .11'
 
 Index. 787 
 
 REPUTED OWNERSHIP, 
 
 rule as to, not applied to winding-up, 81. 
 
 RESOLUTION, 
 
 copy of, to be sent to Court, 338. 
 
 creditors, authorizing agreement with, as to powers of voluntary lioui- 
 
 dator, 112. ' 
 
 debenture-holders, I7«j. 
 extraordinary, 
 
 advertisement, 403. 
 
 definition of, 402. 
 
 final resolution, notice of intention to pass, after, 102. 
 
 meeting for passing, bow summoned, 1'iJ. 
 
 poll, taking, for, t03. 
 
 by proxies. 103. 
 
 notice of, 403. 
 
 whin liquidator is to be appointed by, 103, 
 notice of same having been passi d, 641. 
 future qualification of dim-tors, us to, MJ'.i. 
 invalid, after, supervision ord r oot made, 12, l_ I. 
 questioned in winding-up, 403. 
 special, definition of, 401, 629. 
 advertisement of, 403. 
 arrangement with creditors, for, ! 18. 
 ground for winding-op, when, 401. 
 confirmation of, 102. 
 registration of, 630. 
 varying regulations by, 629. 
 to make directors' liability unlimited, i',.",.;. 
 copies of, 630. 
 notice of, 402, G41. 
 
 reconstruction and transfer of business, for, 132 ■-■ / 
 signature of, 403. 
 verification of, 403, 
 wind up, to, voluntary winding-up, 21, 32, 12, U8, 120, 121. 
 acts of bankruptcy, corresponds to, 84. 
 irregular, 420. 
 
 proof by purchasers of negotiable instruments after. 1 13. 
 transfer of shares with knowledge of impending, 138. 
 to sanction scheme of arrangement, 1 18. 
 
 alterations in memorandum of association, 155, 162. 
 reduction of capital, 456, b~>7. 158. 
 change of name, i> ::. 
 
 RESTRAINING ACTIONS, DISTRESS, EXECUTIONS, 
 
 ING PROCEEDINGS; INJUNCTION; Action J D 
 
 Pnocii dings ; I. ii n ; l'i 1 1 noN. 
 RESUSCITA HON: Com any. 
 
 RUL1-S : I I K 
 
 SALARY: se< Bemuniration ; Si lvant oi I h iky. 
 
 SALE : r \ - obhe of Arranqi u 
 
 in execution by creditor restrained, directions to liquid 
 on ditor, 64. 
 
 contract of, e£fed of winding-up Up I 
 
 to the company by an offioer or Bharehold< r, 21 1. -1"' 
 costs to be deducted oul of B d< 
 expenses of, paid by liquidator, 372. 
 
 to liquidator or member of oomn 
 of business and pr iperty by voluntary liqui lat.'r. 1 13 
 lyeyanoe, how made, ill
 
 7*s Index. 
 
 SALE — continued. 
 
 of oil company's property to new one of reconstruction, 433, 435, 438. 
 
 how impeached, 438 
 duty of directors: a immission on sale, 43S n. 
 
 of ultni tnret an L( rtaking, how support* d, 139. 
 
 by onn gistered apany, if ooutrary to deed of settlement, 439. 
 
 part only of assets may be a Id, 139. 
 
 of ohartered or Bpecia] Ait companies, 439. 
 on reconstruction, distribution of pro© i da, $39. 
 
 wh. re pi ivided for in m< morandum of association, 442. 
 of: me of arrangement, 148, 151. 
 
 in < i> 1 ■. nt ure-ln >lil«r'ri action, 474. 
 provisions in Acl of L862. .645. 
 
 in Bules of 1862. .689. 
 
 8AN< I i"\ 
 
 of Court to profits being made by liquidator or committee of inspection, 
 378 
 must be obtained beforehand, 379. 
 to scheme of arran_ r < lu'-nt, 450. 
 
 SAVINGS BANK COMPANY: see Company. 
 trustee or man er contributory, 159. 
 
 liability of, tor frauds of actuary, 214. 
 n"t necessarily a banking company under Coin [anus Act-, n. 
 winding-up of, 9. 
 
 as unn gistered, 20. 
 
 SCHEME OF ABB LNGEMENT, 
 under A.el of L862. . 1 16, 642, 771. 
 . r Acl ol 1870. . 149, 151, 661. 
 r to compromise and bind creditors, ! 16. 
 1 I to order meeting of creditors, 146. 
 three-fourths majority binds, 146, 148. 
 desirable, \\ln u, 1 16. 
 
 to Bell assets, 1 17, 148. 
 
 compel on ditore to take shares, 1 17. 
 form a m n oompanj . 1 17, 1 19. 
 practice, 1 17. 
 
 ditors, 1 17, 150. 
 in- 1 tin.' of creditors, 1 17, 150. 
 proceedings intituled, 1 17. 
 
 I 17. 
 notice and advertiai mi at, 1 17. 
 aohi me "i arrangi mi at, 148, 1 19. 
 petil ocl ion, 148, 151. 
 
 ant] of • lourl in oonsidi i in ;, 1 18, 151. 
 effect of the scheme on debts, 149, 151. 
 
 .1 B :iiti-t, 15] . 
 
 ' ae oompanj 'i debts, 1 19. 
 • contribute 
 
 1 19. 
 , for appearing, 151. 
 
 ^11 \ M », 
 
 pen d ■ 
 
 i . i . , 
 
 ■ i 
 
 •• p 'I office in. 6681
 
 Indi r. 789 
 
 SCRIP CERTIFICATES, 
 
 holder of, may petition, 54 
 may prove, 1 15. 
 
 when a contributory, 143, 1 75. 
 
 SCRIP COMPANY, 
 winding-up of, 9. 
 transfer of shares in, ISO. 
 
 SEAL 
 
 of company, when liquidator may use, C35. 
 orders, summonses, petitions, &c, 313. 
 
 SECRECY CLAUSE 
 
 in articles, effect of winding-up, on, 86. 
 
 SECRETARY 
 
 of company, 
 
 examination for misfeasance, 209. 
 receiving paid-up Bharea from vendor, liability of, 210. 
 whither liable f«r misfeasance of clerk, 212 n. 
 
 within meaning of section 10 of Act of 1800 (formerly sectioij 1 1 ! 
 is, 208. 
 
 SECURED CREDITOR, 49, 59, 300, 355: see Cbeditob. 
 
 SECURITY 
 
 avoided by winding-up, when, 101. 
 
 Court may deprive creditor of, 450. 
 
 for debt, petition to stand over, 26. 
 
 delivery out of, 690. 
 
 deposit in bank of, 103, 690. 
 
 election as to retaining, not required of secured creditor sharing costs, 
 
 240. 
 enforcing, proceedings as to, 75, 100. 
 for costs, 254 : see Costs. 
 after notice of trial, 255. 
 
 forfeiture of, not worked by presenting petition, 49. 
 of liquidator, 268, 342, 426 : see Liquidator. 
 in winding-up, under supervision, 426. 
 particulars of, 100 n. 
 
 proof by holder of debentures, as collateral, 101! n. 
 realization of, by creditor, 100. 
 
 by debenture-holders, 106, 467. 
 
 proof after, 100 n. 
 receiver, 173. 
 
 receiver and manager, 480. 
 reserve to meet di noiency after realization, 100 n. 
 retained by secured creditor in winding-up, 101. 
 
 for nut by landlord, 71. 
 sale of, 369. 
 
 sale of, after valuation by creditor, 100. 
 special manager, 272, 342. 
 substitution of oti,,r, for debentures, 175. 
 
 valuation of, 100, 301 : >■ ■ VALUATION. 
 
 BEPABATE ESTATE: -• BIabbud Woman. 
 
 SEQUESTRATION, 
 
 am >t of \' --' 1 is, 66. 
 
 •'. 69. 
 void if put in force after winding-up begun, (i5. 
 
 SERVANT OF I OMPANT, 92-95: mi Onion ob Bbbvabt; agxb. 
 surrender of shares by contributory, 127. 
 in the Stannaries, 285 and n., 98, 94, 675.
 
 790 Index. 
 
 SERVICE 
 
 of demand by creditor, 24, 43 and n. 
 
 of order nut on garnishee, 64. 
 
 on parties of application by liquidator to pay out execution, 65. 
 
 of application to rectify register, 228. 
 
 of process, 319. 
 
 of notices and documents, 319. 
 
 of petition, 326, 331. 
 
 of winding-up order, 333. 
 
 of notice of intended call, 352. 
 
 call made, 353. 
 of petition for supervision order, 420, 421. 
 
 on re-bearing, not necessary, 420. 
 of notice of judgment in debenture action, 475. 
 under act and rules of 1862. .630, 685, 693. 
 under rules of 1890-1895. .319, 326, 331, 333. 
 
 SERVICE OUT OF JURISDICTION, 
 
 summons for examination of directors and [officers for breach of duty, 
 
 208. 
 order for public examination, 277. 
 
 SESSION, COURT OF : see Scotland. 
 
 SET-OFF, 
 
 against assignee of debt, 91, 92, 121, 155. ) 
 
 of damages, 220. 
 
 of calls, 92, 114, 121, 155, 187. "' 
 
 agreements creating, 123, 190. 
 
 Bankruptcy Act, provisions of, as to, whether imported into winding- j 
 
 up, 120. " s 
 
 between company and creditors of company, 120. 
 
 what similarity in nature of claims necessary, 122. s 
 
 not interfered with by winding-up when company is solvent, 120. i 
 
 where goods delivered and debt due, 122,172. 
 
 after winding-up, on prior contract, 122. 
 debt of transferor against transferee, 106. 113. 
 whether unliquidated d images arc Bubjecl for, 123. 
 bankruptcy rules as to, are imported by Judicature Act, 120. 
 
 in case of mutual credits,are limited to pecuniary claims, B 
 120, L21. 
 buying up oi bills to Bel off against company, 123. 
 
 where line must be drawn, 121. % 
 
 ■ !-t, withoul express intention, 121. 
 art u to, who lias paid off debt after winding-up, 121 n. 
 rights of, when to 1"- di termined, 122. 
 solicitor's bill, for, 191. 
 between company and directors, and other officers, 218. 
 where liability of director unlimited, 190, 655, 
 misfeasanl have no rigid to, 122,219. 
 
 directors' liability for qualiflc . against, 170, 189 u. 
 
 unlimited Liability, 190. 
 between company and ih&z holders, 92, 120, 188, '-' I I. 
 
 .•all . I I . I . ; . I I I. 
 
 betw< en companj and p i on employed after liquidation, 190. 
 bond il< bl imple contract debt, L28. 
 
 ' I !t. 
 
 debt, in an action by liquidator, 61. 
 di lit . ol np» 190. 
 
 I ut u r-- liability, uoni to, 128 
 
 hoi red, 128. 
 
 i rally, 120 124.
 
 SAMPLrES ON 
 
 ie market has been a large one, laiger 
 •an anv few individual trader* whose op- 
 ations'are not easily distinguished in .lie 
 •nerally heavy tiade. . 
 
 Corn— Has ruled strong and higher to-day. 
 , it- opening was steady, about ,%e_ over 
 sttidav's close Country acceptances 
 ere rather large, and elevator people were 
 ie -Belters. The steady buying by convuls- 
 ion houses, with the strength in wheat and 
 iberai cash demand, caused a sharp » up- 
 um of a cent a bush, and closed at about 
 he> best mice of the day. Receipts, 4i8 
 •ars, against 483 cars estimated. 
 
 Oats-Have ruled strong and active wit i 
 jpkeat and corn, prices up a cent a busu 
 ,!d closed at about the befit prig o 
 he day. The strength was inaintj in 
 .eptember, which was %c oyer July^at
 
 **£ 
 
 V J Meredith. C.J. IQffti } 
 
 ntariu Bank v. Routhler.— Judg 
 meat lr action tried at Ottav .1 up i 
 ; I • one question reserv >1 at the trial 
 
 Rants' testator at the tint ! 
 ".' his dea»\\vas Indebted to plaintiff s 
 in the amount of an unmatured pron! 
 and there was in 
 lOttawa branch the sua ' 
 ..' set of dec ast .1 ai ■ 
 pay 11 • ■ ('.-. bts. Thi s 
 •over the amount of :)• '* 
 [latured. Held, that plain " 
 (tied i.i d< duel ; 
 the pi note tl. ,'' 
 
 lit of the 
 and t.. nirrt^uii u 
 
 ■ aQffcklend on the balance. Judg 
 ment for plk-lntlffs foi amount, to 
 tli i <■ •: dingly to be recovered 
 
 Wyld 
 i and Glj n i >.«h r i 
 plaintiffs. Belcourt (Ottawa) and J. 
 A. Ritchie (Ottawa) for defendants. 
 
 note. 
 
 in tl 
 of $124. 
 msumcteHt 
 action is u 
 
 amount! *<j(< 
 amount at 
 and to
 
 Index. 791 
 
 SET-OFF— continued. 
 
 liquidator's remuneration, of, against claim fur compensation 
 
 manager, 95. 
 of cash balance, 123. 
 
 is good payment for .shares, 129. 
 of outstanding acceptances, 12::. 
 righl of, whether can be c mtracted out of. 12:;. 
 secured debt against unsecured, 123. 
 unregistered contract, as to, 190, 191. 
 whether holder of current policy lias right of, 124. 
 whether any against costs of contributory petition! r, 191, 244. 
 
 SEVEN MEMBERS, 
 
 association of more than, 8. 
 
 carrying on business with less than, prohibited, 629. 
 
 consequences of, 24 n. 
 
 company consisting of less than, 10, 23. 
 
 contributory^ petition, in case of, 5 1 . 
 
 discovery after winding-up that one of, is infant, 24 n. 
 
 less than, at date of petition, though originally mori . 6, -, 13 
 
 more than, admission of insolvency by, S n. 
 
 memorandum signed by less than, 23. 
 
 only seven : no debts : compulsory order refused, 35. 
 
 SHARES, 
 
 agreement to take, 127, 143, 162, 1G3. 
 
 what constitutes, 127. 
 agreement to place, 110, 174. 
 allotment of, 164-167, 1G8, 170, 173. 
 
 in reconstructed company, 440. 
 amalgamation, distribution of, on, 439. 
 application for, 17:5-176. 
 assignee of : see Transfer ; Transferee. 
 bonus shares, issue of, 216-218. 
 
 company limited by, has no right to purchase its own, 1 :;.">, 136. 
 contracts to take, 163; see Agreement. 
 contributory's petition, in case of, formalities as to, 50. 
 
 by whom must be " held," 51. 
 creditors taking, under scheme of arrangement, 4 17. 
 deceased member, of, acceptance of, by representative, 1 - 
 distribution of, in new company, 440. 
 disclaimer of, by trustee in bankruptcy, 150. 
 forgery of, penalties for, 660. 
 founders', getting rid of, 434. 
 gifts of, misfeasant, 216-218. 
 
 provision in articles for, fraudulent, 218. 
 goods, payment for, by, 172. 
 "held," meaning of, 51. 
 inchoate title to, 177. 
 "issued," when deemed, 130. 
 issue of, invalid, 167. 
 
 as fully paid up. to l» arer, 659. 
 in pursuance of invalid resolution, I 
 u iiii various amounts paid up. 659. 
 at a discount, 35, 53, 131, 167, 171. 233, 112 n. 156. 
 legatee of, 179. 
 
 w ho is also executor, 179. 
 liability for, how proved, 127. 
 
 loan fa mpany on » curity of its own, 207. 
 
 money paid on, proof for, by manager, :•! n. 
 mortgagee of, «i hen oreditor, 92. 
 
 liability in reaped of, 171.
 
 792 Index, 
 
 SHARES— eontmasd 
 
 new, aooeptanoe of, by representatiye of contributory, 148 n. 
 
 new, with preferential rights, 433. 
 
 ordinary, effect of reduction of capital upon, 159. 
 
 paid for in full, when musl be, L28, i>5'j. 
 
 " j.hiciriLT." 110, 174. 
 
 pun- exe ntor, 140. 
 
 Bale of, by executor, time allowed for, 148. 
 
 subdivision of, 176, 658. 
 
 resolution aa to, to be embodied in memorandum of association, 658. 
 transfer of, to " men of straw," 137. 
 
 rfer of, rules of Stock Exchange as to, whether affected by winding- 
 up, SI n. 
 transferee of, 
 
 when transferee agent, notice to principal of agent's knowledge, 
 L33 n. 
 
 unpaid as paid, when transferee is nominee, 133 and n. 
 trustees for company, held by, 17G. 
 underwriting, 167. 
 
 of, under nominal value, when taken to have been 
 
 Iliade, 217. 
 
 warrant for, ">1 n. 
 
 effect of, 659. 
 BHABE CAPITAL, see Capital. 
 
 SHAREHOLDERS: ste CONTBTBtlTOBT. 
 
 appearance by, on, petition, 237 -"y.. 240 n. 
 arrangements bi twei n, for increasing liability, 128. 
 
 : on behalf of a particular person for liquidator, 303 
 competition between, and er< ditors, 91. 
 dissentient: see Dissentient Shabeholdebe 
 foreign, 18. 
 imj" rsonation of, 660. 
 
 lv< ncy of, considered in determining value of unpaid capital as assets, 
 29. 
 
 . valuation, 86. 
 liability of, how determined : set Liability; Contbibutoby. 
 where oompanj reconstructing, 139, 140. 
 
 majority of, 
 
 wishes bow far considered by Court, 
 
 ..ii business, 21, 22, 23, 24, 32, 34, 50, 51, 408. 
 mode of winding-op, 17. 
 L>„,i) fidt petition by shareholder dismissed, in aooordanoe with, 
 
 time allow* d to b •■•• rtain, 52 
 
 pow< r .■: majority of three-fourths, 50 
 " membt rs," meaning of, I 
 
 minority i considered by Court, " :: . ii 
 
 on reconstruction and transfer of bosini - . 186 
 liability of, forooatiof windingMip, when, 256 o. 
 Ii i 
 in Stannari -, I 
 
 • ps i -up. 2 18, 
 i .'.. 
 
 • -. i:::; 136. 
 r< i ,,; . 
 
 ■ ii of, b tw< en, 1 56, I ~ : . 637. 
 M 
 
 ol ordi r to ■ 
 small numb r of, ground for withholding oompulsorj ord
 
 Index. '■'■'' 
 
 SHAREHOLD KRS— cont inued. 
 
 status of, alteration in, after commencement of winding-up, 79. 
 trustees, who are, 1 53. 
 
 ultra rins business, :!'_'. 
 winding-up, effect on, 86. 
 
 SHARE WARRANT, 060. 
 holder of, petition by, 54 n. 
 
 SHERIFF, 65, 255 : see Execution. 
 
 SHORTHAND NOTES, 203, 317, 318, 324 : tee Wrnrassm ; Pi BUO Exami- 
 nation. 
 
 SOCIETIES, , . 
 
 assurance, mutual, effect of winding-up order, on relations ol meml 
 
 86. 
 building, winding-up of, 13, 159: see BUILDING B<X 
 friendly, 11 and n. 
 
 industrial, dissolution of : see Industrial, &c, Act. 
 contributories of, 135, 159. 
 
 registration of, as "limited," effect on past members, I 19. 
 literary, scientific, or charitable, not associations within the meaning ot 
 
 the Act, 19. 
 loan, unregistered, whether may be wound up, 9. 
 mutual, registration and winding-up of, '.». 
 
 liability of members of, 160. 
 mutual insurance, costs of winding-up proceedings, 257. 
 trades union, 11 n., 17. 
 unincorporated, contributories of, 159. 
 
 incorporation of, after petition dismiss d on appeal, 13 n. 
 unregistered, contributories of, 158. 
 
 SOLICITOR 
 
 acting for all parties, 240. 
 
 C ° mpany at'time of formation, whether within section 10 of Act of L890 
 (formerly section 165), 209, 218. 
 taxation of bill of, 259, 260. 
 claim of, for bill, when may be proved as a debt against 
 
 dismissed petition, has no lien for costs of, as proper! > 
 
 130 n., 135 n., 237 n., 214 n. 
 liquidator, provisional, appointed as, to reoeive OOBW, - 
 should not act for a petitioner, 44, 243. 
 costs of, 191, 237 u., 320, 321, 324 
 fees to be charged by, 259, 694, 695 n. 
 lien of, 7'.', 252. 
 
 over what it extends, 7'.'. . ,. . 
 
 production of documents on examination. Without prejUdlOi t . .. . 
 
 204. 
 liquidator of, .,.. 
 
 affidavil as to ived for oompi ania r. -<i. 
 
 attendance of. :'•>:'• 
 appointment, 252, 284,370, 128. 
 costs of ag< "t of, 251. 
 costs of. 2. 248, 21'.'. 250 n., 251, 252. 
 
 whether liquidator liable tor, 251. 
 
 payment of. on account, 251. 
 
 where change of solicitors, 249,252 
 
 what may be Lnolnded in, 251, 252. 
 duties of, 694.
 
 794 Index. 
 
 SOLICl rOE— continued. 
 
 lien, whether has any...'. 252, 284. 
 .. rive 1 by, 
 -. right to take, in public examination, 277, 278. 
 office* it promoter, whi tb r, 218, 
 remuneration of, 28 !. 
 B8J i to, 284. 
 
 li-iui.l:it.>r iu winding-up undi r supervision, of, 128, 
 promoter, of, 1 13, 110. 
 
 ranu . otion, Bn edom from, in case of misfeasan 
 
 witneaa under examination, of, 204. 
 
 SP» 1AI. A« I. 
 
 winding-up of com] irj'uniinl by. . I :'»'.». 
 
 obtaining, 95. 
 -11.. I.M. BANE ACCOUNT : ruli b, 349, 395. 
 
 SPECIAL CASE I otty Coubt; Stahnabies; Appeal. 
 t r • pinion I High C art, 266, 267. 
 
 BPE( IA1. MANAGES, 
 
 aooounte to official receiver, 382. 
 
 atment of, 269, 271, 335. 
 remuneration of, 272, 
 
 security by, 272, 342. 
 
 BPE< lAl. RESOLUTION : - • Bi bomjtion. 
 
 STAMPS 
 
 ssociation, 623. 
 on memorandum of association, 622. 
 on proxies, 302. 
 
 I by, 69 1. 
 requisite to make policy-holders liable, L61. 
 share warrants, on, 660. 
 
 3TANN ABIES: andaeei ' mpaky. 
 
 Acta, • i : I ' on of terms, of, 19 o., 675, 679. 
 aion ol Sigh < Sourt, 266. 
 . 259 a. 
 679. 
 
 . in, 676. 
 .. 17 ii. 
 j 1 1 r i Court of, whal mines subject to, 263, 631, < 
 
 i. holders in, 156 a. 
 
 in. 150 and n., 8 i 5 
 I • Hon t" wind np in, bearin 
 
 icting »* liquidator, 675. 
 p Qnquishmei 
 
 iavl | owt r of ( fcmrt in, 
 
 • , ■ 679. 
 . 180. 
 i 
 unn i of, in, 13 
 
 \ \\ ardi n, of, 631, ■ 
 
 ... 
 ■ i t of, l 
 
 wind 
 
 Ition for, b< ard Id L 
 
 I I IMI \ I "| Ml UBS, 
 
 I 310. 
 
 •
 
 Tndt '•. 
 
 STATEMENTS, 
 
 publication of periodical, l>y certain com]i 
 
 by liquidator to registrar of Joint Stock I iompanii i, 255, 
 
 STATUS 
 
 of members of company after winding-up, 79, s 0. 
 
 after resolution to wind np, i"i. 
 
 alteration of, what is, 79 n. 
 
 STATUTES: see Table of Statutes at tiii: OoMHXMi i mi. si. 
 
 STATUTES OF LIMITATIONS, 
 
 claims in winding-up, bow affected by, 119, 120. 
 misfeasant director, claim against, how affect) d by, 220, 221. 
 receiver, as trustee for persons entitled to funds in bis bands, 480. 
 
 STAYING PROCEEDINGS : see Action ; Distress ; E.\ 
 application for, 60, 74, 265. 
 costs of, 75. 
 
 Board of Trade enquiry, 59. 
 compulsory order after, with a view to winding-up ondei supervision, 
 
 124,425. 
 Court of Appeal, Gl. 
 criminal (quasi) proceedings, 58. 
 discretion of Court as to, 63, 195. 
 in actions and executions, after winding-up order. 58, 74, 634. 
 
 ] .i nding petition, 425, 634. 
 in execution by debenture-bolder, 168. 
 informer, by common, for penalties. 59. 
 in winding-up, on what grounds, 27, 634. 
 third party's application, 58. 
 third party sued with company, 59. 
 on foreign order, 59. 
 overseer by, for rates, 5'.t, 72. 425. 
 petition for supervision ord< r in, to enable petition for compulsory order 
 
 to be prosecuted, -121. 
 petition improperly filed, 27, 57. 
 practice as to, 74. 
 
 reconstruction, with a view to, 117. 
 security for costs, until given, 254, 255. 
 scheme of arrangements is equivalent t », 1 19. 
 voluntary winding-up, duriug, Gd, 67. 
 
 STOCK EXCHANGE, 
 
 rules of, s. 153 not affecting, 81 n. 
 
 STOPPAGE l\ TRANSITU, 
 
 enforcement of right in winding-up, 103. 
 
 STRANGERS 
 
 not bound by winding-up order improperly made, 5 
 paid-up .-har.-s under contract not registered allotted to, by or. 
 allottee, 133. 
 
 SUBPCEN \. 
 
 witnesses on winding-up, when summoned by, 201, 202. 
 
 SUBSIDIARY COMPANY, 17 n. 
 
 SUBSTITUTION 
 
 of one debtor for an. tie r. Ill, 684.
 
 796 Index, 
 
 SUB8TBATUM OF I OMPANY, 
 definition, ! : ; 
 
 failure, ■!'■'■. 
 
 alleg ition of, in pi tition, 23 n. 
 whether company should be wound up. 30 n., 31-33. 
 failure of one of ■-' \' ral sub-strata, 15, 27, '•'<•> n. 
 
 BUMMABY OF STATEMENT OK AFFAIRS, 
 offioia] reoeiver .-hall furnish, 299. 
 
 8TJMM< >N8 (ft rf r -. tet ltd of forma at //<< oommenosmenQ. 
 for 1> :t\> to eomm< noe action a<_'ain>t company, GO. 
 to set aside forfeiture "t' shares, 137. 
 application to sanction com] ramiee, 193. 
 for calls in debenture action, bow intituled, 271. 
 applications by, in chambers, 311. 
 preparation and issue of, 318. 
 
 .ii -hi pori of, filing, 311. 
 inar_'in t'^r Btitcbing, 311, 394. 
 
 :,],] l cations to the I lourt in a voluntary winding-up, 1 15. 
 for directions; petition for reduction of capital, 458. 
 for leave to be- added a- defendant in a debenture action, 1T« >. 
 
 BUPEB VISION, 
 
 winding-up rabji ol t". 1 19 teq. 
 ord<r. usual directions in, 2. 
 
 SURE! V. 
 
 A o ntributory is not. for 1'. contributory, 146. 
 
 for company, contract t" indemnify againBl payment of interest, 98. 
 
 for liquidator : •■ Liquids p 
 
 lint called upon to pay is not a oreditor, 17. 
 right of, i'- dividends paid to principal, 104. 
 
 who ha- paid off debt, t.> .-■ t-off, 121 n. 
 
 BUBPLUfi ASSETS, 
 
 distribution of. 156 ami n. 
 
 voluntary winding-up, in, ill. 
 
 clause in artiolee a.- to pr< f( r< ace in, 86. 
 
 effect "f winding-up on, Bfl 
 n strained when do prop< r pic,-, ision made for liability s, 1 1 - » 
 
 i\p. lied member having no chum in, 137 n. 
 
 jhareholdi n to, cannot be varied by majority, 111. 
 de forfeitun , to bare in, 187. 
 
 SXJBFLUS FDNDB I «■ ■ by. 
 
 Bl RBENDEB 
 
 hares, 127, 185 sg., 187, 176. 
 
 Bl i:\ivui: 
 
 of |CV( ral lip 414. 
 
 22. 
 
 1 \i;i i; \ 
 appli 
 
 I \ X A I l"S I 
 
 l \ \ i 8 I 
 
 ' I II.
 
 Index. 7'. »7 
 
 TAXING OFFICER, 321. 
 
 TELEGRAM, 
 
 contents of proxies, 447. 
 
 TELEGRAPH COMPANY, 10: see OOMPAHT. 
 
 TENDER 
 
 made, petition afterwards, 27 n. 
 
 TERMINATION 
 
 of winding-up, 
 
 under rules of 18G2 . . 693. 
 
 under rules of 1890-1895 : gee 370, 372, 375. 
 
 THIRD PARTY, 
 
 action against, and company, 58, 59. 
 
 payments by, appropriation of, to discharge debts of secured creditor, 
 1UU n. 
 
 of costs, 235. 
 
 TIME, 
 
 notice of dissolution of building society, advertisenx ul of, 1 i. 
 business not commenced within year, 21. 
 
 suspended for a year, 21, 23. 
 winding-up before end of year, 22, 23. 
 debts, payment of, neglect for twenty-one days, 24. 
 whether given for payment of creditors, 17. 
 given to company by creditor, execution aft> r, 63, 64 
 
 where creditor's position was changi d, 64. 
 application to set aside forfeiture of shares, 137. 
 for disclaimer of bankrupt's shares by trustee in bankruptcy, 151. 
 examination of witnesses under s. 115. .202. 
 when it begins to run, 
 
 in actions for misapplication of funds, 221 
 
 where bribe has been received, 221. 
 for submitting statement of affair.-, 274. 
 
 extension of, 274. 
 winding-up not finished in one year, 285. 
 periodical statement of liquidator, 285. 
 for appeal as to proof, 293. 
 meetings of creditors an 1 oontributories, - 
 notice of meeting, 299. 
 notice of appointment to tax, 320. 
 notices of meetings, 337. 
 notice of intention to use notes in application under s. 10— 
 
 trust. &o., 346. 
 notice of application under a 10.. 348. 
 notice as to List of contributories, 350. 
 application to vary List of contributors .-. 350 
 for lodging proofs of debts, 357. 
 for filing proofs, 359. 
 
 on receiving notice of ap] 
 for admitting or rejecting ] 1 360. 
 
 notice of declaration of dividi od, 360, 361. 
 lodging proofs to dure in dividend. 360. 
 lodging proxies, 361 . 
 
 tor statements of liquidator as to position of liquidal m, 364 
 for submission of liquidal -. to . 870. 
 
 to Board of Trade, 371. 
 • 
 app als to Huh Oonrt age n-t B aid ot Trade or official 
 power of Court to 1 Mend or abl
 
 798 Indt r. 
 
 TIME— oontffi 
 
 notices t" «.- infirm special resolution, 102. 
 
 ,. . . order as to alterations in memorandum, W>''> 
 
 fox r , ture-holders to act as manager, 172. 
 
 ag ..n business by receiver and manager in debenture 
 action, -177. 
 
 TITLE 
 
 f, ,271,312,447: and i iow headings. 
 
 TRADE ONION SOCIETIES, 11 n., 17: aa Societies. 
 
 TBADING AlSSOCIAI [ONS, 
 winding-up of, .. 
 
 I KAM W.\ V I I iMl'ANV. 7. 10: set COMPANY. 
 
 1 KAMW AYS At IT, 1-7". 
 
 enquiry a y of promoters, 59. 
 
 1 BANSFEB OF BUSINESS, 23, 138. 
 
 1 BANSFEB OF PBO< EED1NGS 
 
 High Court, of winding up industrial societies, 12, 26G. 
 winding up building societies, L5, 266. 
 
 ■ ■ l iting i" Btannaries, 20. 
 p tition to w rang < Sourt, 20 n. 
 of winding-up from II' art, 264 
 ordi rs by Supreme Court, 265 
 from one Court t.> another, 265. 
 
 n a Oourl in which it ought nol to have been 
 commenced, 265. 
 . imination under a 10 from High Court to County Court, 266 
 of actions by mortgagees or deb oture-holders on securities, 266. 
 principli b on which I i ; ' d, 266. 
 
 rs of. by whom i '-' ,; ' ; 
 
 from County or Stannaries Court to High Court by agreement, special 
 
 cast^ of difficulty, '. 
 
 •;;ir. 810. 
 
 order of, :'•! 1. 
 . fflcial rea iver, 815 
 to pel itiom r, 815 
 . ..f ordi r 1 trar, 815 
 
 trai rds, 815. 
 
 r r. ird of Trade, 81 ,; 
 j iriadictio! of < I Chancel or, 816 
 
 of p ' • e,816. 
 
 limitation on, 317. 
 
 itioni for, I 
 
 rder made) 169. 
 
 TRANSFER 01 3H \r: 
 
 ■ 
 
 • 137 
 
 aftc: gun, 
 
 nil 
 
 ip, or undi r auj
 
 Index. 799 
 
 TRANSFER OF SHAKES— continued. 
 
 after winding-up begun — continued. 
 binding Between parties, 139. 
 
 sanet i"ii of Court neecwsary to relish r transf rce, 139, 
 
 transferee-shareholders heard on petition, 139, I 10. 
 
 delay of vendor in compelling completion, if vendor on register it 
 
 winding-up, remain e nl ributory, 1 10. 
 not registered, transferor a contributory, I 13. 
 
 so if conditions of articles as to transfers not complied with, 1 13. 
 
 not registered, through neglige of company, 229. 
 
 rectification of register, 229. 
 
 registration of, obtained by fraud; rectification, 229 
 delay in completing, 229 n. 
 
 to trustee for company not able to bold its own shares. "j:;i n. 
 invalid after resolution to wind up, 101, I [2. 
 but not if before confirming resolution, I'll. 
 if transferor guarantees calls, 404. 
 
 TRANSFEREE: see Tbansfeb. 
 of shares, 137 seq. r 
 
 acquiescence by, in transfer without his consent, 139. 
 
 after presentation of petition, whether may appear on hearing, 
 
 139, 140. 
 as paid up when unpaid, 139, 17'.'. 
 compromise by, with liquidator, 1 16, I 95. 
 
 dead, without personal representatives, liability of transfer r. 179. 
 delay in registering transfer, 140. 
 fictitious, 138, 139 n. 
 inchoate legal title of, insufficient to defeat pre-existing equitable 
 
 title, 177. 
 indemnity required of, by transferor placed on 15 list, 195. 
 whether affected by discharge of A contributory, 146. 
 infant, 172. 
 
 transfer by, 17'.'. 
 liability of, 137 seq., 177. 
 " men of straw," 137. 
 misdesoribi d, 17:». 
 
 dividend warrant issued to, I 79. 
 transfer without, oonsenl of, 139, 177, 17*. 
 what required of, 137. 
 where directors have discretion, 138. 
 
 TUAXSFKIIOi; : s< > Ti:a\>i i.i;. 
 of shares, 
 
 guaranti e by, 179. 
 
 obligation on, K''7. 
 
 whether contributories as present members, b''7. 
 
 when liquidator compromises with transfer* e, l l*i. 195 
 
 Transmission of i;i:t oitDS: T i rem. 
 
 TREASURY, 288, 289, 295. 
 
 TRUST 
 
 oannol be record* d of English or Irish o unpany, l 
 
 a- to Bcotob companies, 153 n. 
 wound up, oannol b 
 breaoh of, by dir otors and officers, 207, 213. 
 
 what musl be accounted for, 21 1 
 
 alternativi a op< d to liquidator, 218. 
 
 TRUSTEE M IT, 1888, 
 
 whether din trustees" within, can pit - M 
 
 220.
 
 800 Index. 
 
 TRUSTEES, 
 
 allotment of shares to, fraudulently, 165. 
 
 of shares is ><-rii> company to, 165. 
 company 1 'tin lt. not wound up, S. 
 contracts for paid-up shares with, made before incorporation, are within 
 
 .-. -i:< of Act of 1867.. 128. 
 directors, breach of trust by, '210, 213, 214. 
 director, holding qualification for, 153 n. 
 for whom liquidators are, 1, 2. 
 for company, claim for indemnity by, 70, 114, 153. 
 claim for interest on debt paid by, 98. 
 debts, may not buy up and prove, 113 n. 
 misfeasance by, summary jurisdiction in case of, 209. 
 share.- held by, 175. 
 when lease is granted to, distress, 70. 
 may prove to indemnify themselves against liability, 114. 
 for debenture-holders, when possession of property will be given lo, 107. 
 in bankruptcy, 
 
 tor contributory, 150 and n. 
 
 conveyance of property to, by company formed under the Act, 82. 
 interest on claims by, 98. 
 of savings bank not a contributory, 159. 
 of shares, liability of, 150, 153, 154, 176. 
 
 TRUSTEE SAVINGS BANK ACT, 1887.. 20: see Savings Bank. 
 
 DLTEA VIBES 
 
 acts of company no ground for petition for winding-up, 34. 
 amalgamation, resuscitation of company alter, 112. 
 
 claim in respect of money borrowed, IS, 115. 
 claim on OOntraOtS which are. l it;, 
 contract, allotment of shares in pursuance of, 165. 
 of act- which are, 57, 1 1 6. 
 
 forfeiture of shares. 136. 
 
 fresh liability imposed on shareholder not consenting to transfer is, 440, 
 
 legal proceedings, proof by solicitor for costs of, 11 5 n., 116. 
 
 leanoi in reaped of proceedings which arc, 2U7 n., 210 and n. 
 p solution, off ei uh' re one of Beveral is, 403. 
 rule 26, how far it i-. 97. 
 sale- on reconstruction, 439. 
 than s issued, application for, by direotors, 163. 
 Burn . L36, I T t ; . 
 
 ONI [AIMED OB I ^DISTRIBUTED ASSETS, 286, 365-369. 
 
 ONDEBLESSEE, 
 
 distress wh< re company is, 70. 
 
 UNDER! LKING 
 
 riven on application to stay proa • dings, i I 
 of company, 
 
 ill hi otup i -• cun d on, 106 
 
 ■ nforcing security, on winding-up, by holders of, 1 "7. 
 ftp] r by holders of, 106. 
 
 hah . r m o 'in]' my after, 106 
 
 dealing with, under Joint Stock Oompaniea Arrangement Lot, \A&, 
 
 \ \M i:\\ IMI IM. -II \i;i.-. i- i 
 
 ( si>i I. PREFERE1 01 •/ i • ■■ Pail i ai 
 
 n ORPORA I ED ASSOl I \ I EON, llfl
 
 Index. 801 
 
 UNLIMITED COMPANY 
 
 afterwards limited, extent of members' liability, 119, 185. 
 liability of members, extent of, 185, 186. 
 losing concern, in case of, difference between limited and, SI. 
 registered under Joint Stuck Acts, winding-up of, 6. 
 
 UNLIQUIDATED 
 
 damages, 27, 42:.', 123: tee Damages. 
 demand : see Demand. 
 
 UNREGISTERED COMPANY, 
 
 abortive company, whether it is, 8, 9. 
 
 actions by or against, 653, 654. 
 
 action against member of, 4;j. 
 
 amalgamation, 444. 
 
 company registered under Joint Stock Acts, whether, 6 n. 
 
 incorporated by Royal Charter, 6, 7. 
 contributorks, who are, in, 158, 653. 
 " Court," meaning of. in case of, 6. 
 demand on, how served, 42, 43. 
 dissolution of, 42. 
 foreign, 17. 
 
 insurance company, 257. 
 loan society, 16, 17. 
 
 provisions of Act as to, are cumulative, 654. 
 registration of, how liability affected by, 119, 158. 
 sale or transfer of business, 439. 
 special act, incorporated by, 10. 
 what is an, 7-10, 419, 652. 
 winding-up of, 6, 7, 652. 
 
 by Court, compulsory when. 7. 42. 
 
 calls, 186. 
 
 contributories, who are, in, 158, 653. 
 
 inability to pay debts, 42. 
 
 "just and equitable " applied to, 42. 
 
 petition restraining actions, &c, pendiug, 653. 
 
 "place of business," must be wound up at, 6, 7. 
 
 shareholders, liability of, under, 155. 
 cannot be wound up voluntarily or under supervision. 1,6,7, 101, 119 
 
 VACANCY 
 
 in office of liquidator, how filled up, 268, 634, 642, 687 : tee LiQl in • 
 in winding-up by Court, 268, 634. 
 in voluntary winding-up, It's. 
 in winding-up under supervision, 426 
 in committee of inspection, 280. 
 
 VALUATION 
 
 of annuities and policies in winding-up, 108, 109, 684 
 of interest of dissentient shareholders, 256 n.. 137, <;i6. 
 of security, 100, 301. 
 
 amendment of. 301 
 
 rules in bankruptcy, as to, 101. 
 uncertain demand, of, bj liquidator, B9, '. , " 
 
 appeal as to, 90. 
 
 VENDOR, 
 
 unpaid, whether creditor for puxpo I i 
 
 lien of. for purchase-money, 60, 7'.' n. 
 
 VENUE, 
 
 principles of, apply to transfers of business, 266. 
 
 E.W.
 
 802 Index. 
 
 VESTING ORDER 
 
 on winding-up unregistered company, 74. 
 
 VICE-WARDEN, 
 
 jurisdiction of Court of, 19, 631. 
 
 appeals from, 638. 
 meaning of term, 676. 
 
 VOLUNTARY WINDING-UP : tee Winding-up. 
 
 VOTING : see Meeting. 
 
 at meetings of creditors and nmtributones, right 01, SO". 
 
 by secured creditor, 300. 
 
 creditor by lull or note, 301. 
 power of chairman of meeting, 301. 
 personal or by proxy, 302-305. 
 
 VOUCHERS : see Debt, proof of. 
 
 WAGES: see Servants of Company. 
 
 of miners in the Stannaries, 94, 675, 677. 
 
 borrowing money to pay, 677. 
 for work done for benefit of estate, action for, not restrained, 95. 
 preferential claims are, 93, 670. 
 workmen's, proofs of, 356. 
 servants', after receiver appointed in debenture action, 480. 
 
 WAIVER 
 
 of demand by auditor, 24 u. 
 
 of grounds for rectification of register, 232. 
 
 security for costs, of right to, 255 n. 
 
 of discrepancy between prospectus and articles, 232. 
 
 of fraud in promotion or prospectus, 33. 
 
 WARRANT, 
 
 share, petitiou by holder of, 54 n. 
 
 for dividends to misdescribed transferee of shares, 179. 
 
 share warrants to bearer, 659. 
 
 of arrest, 314. 
 
 WARRANTY 
 
 of authority to issue debentures, 219. 
 
 WINDING-UP 
 
 accounts of liquidator ; regulations, 394. 
 Act of 1890.. 263. 1>w . ann 
 
 schedule : meetings of creditors and contnbutories, ^9y. 
 actions, restraining, pending, 58. 
 calls, 182. 
 
 cases, summary of leading, 162, 222. 
 companies which may be wound up, 5. 
 compromises, 192. 
 contributories, 125. 
 costs, 237. 
 
 Court, compulsory winding-up by, 21. 
 debts, proof of, 88. 
 directors' misfeasance, 207. 
 distresses, restraining, pending, 67. 
 examination of officials in, 197. 
 effect of, on dispositions of property, 77. 
 executions, restraining, pending, 62. 
 expenses of, 291. 
 fees, 388. 
 forms, 485.
 
 /^W^H^^e Boyd. C. fcj{> f 7 
 
 fe North Toronto rioral Co -rtt<W 
 
 ¥»t (R.) on motion for a wiftdimOip 
 
 der under the Wmdiins-np Act. f&ft 
 
 iter aka, that there was no evident 
 
 T he insolvency of the company- 
 
 ng actually done by it as an ac- 
 
 '■^ m *nt in the nature of a oor- 
 
 Jftrate act. The affidavit even of the 
 
 jT-esMfleiti* of a company stating- 'Its in- 
 
 cL, e «, I )! cy !s not wfflcten* under R,s C 
 
 *ft »£ Se °- 5 (d); Ke Wln-nlpeg, 7 Mati" 
 
 the company having no asset®, an 
 
 Vv, T, W1 J- n0 i, be lfaafle; Re Chapel, 24. 
 
 Vh D.. 2. J y; Re , 1&92) 3 ch _ m 
 
 juokion a'ismiiseed witCi costs j h 
 Bpenoe for petitioner. Rowan fo-r con-.- 
 vxany. 

 
 .. \ wuMf 1 ' the famous soutbpaw v 
 
 field air, h 
 
 ,aod 
 
 a* 
 
 ur.g wiiifr. 
 ftsRn be sold twenty-fl 
 i hook., reduced to ton cents, through t
 
 Index. 803 
 
 WINDING-UP— continued. 
 fraud of directors, &c, 207. 
 misfeasance of directors, etc., 207. 
 modes of, 1 . 
 
 order to wind up, who can obtain. 44. 
 proof of debts, 88. 
 rectification of the register, 227. 
 rules of 18b2..6S5. 
 rules of 1868.. 695. 
 rules of 1890-1 895.. 305. 
 statutes and orders, 621. 
 supervision, by, 419. 
 
 taxes, regulations ot Board of Trade and Inland Revenue, 396. 
 voluntary 401. 
 
 WINDING-UP ORDER: see Order; Wixdixg-i p. 
 pv ' actions continued after, 58 seq. 
 
 advertisement of, 334, 686. 
 n articles of association, effect on, of, 86. 
 I attachment of moneys of company after, 67. 
 i, breach of contract, whether amounts to, 406. 
 
 carriage of, 45, 243. 
 
 n conflicting winding-up orders, 423 n. 
 k contents of, under Act of 1890 . . 333. 
 
 copies, transmission of under Act of 1890.. 333, 334. 
 
 1 drawing up, 334. 
 
 *' " ex debito justitix," 39, 45, 46. 
 
 foreign Court of, effect of, on English Court, 18. 
 for winding-up under supervision, 39 seq., 419, 64:'.. 
 on petition for compulsory order, 39, 423, 424. 
 guarantee company, in case of, 87. 
 how obtained, 44. 
 
 interest, claims for, between creditors, nullified by, 97. 
 mutual assurance association, of, effect of, as to members, 86. 
 not a judgment in rem, 5. 
 
 not binding on strangers if made improperly, 5. 
 notice to Official Receiver, 334. 
 notice of (for local paper), 334. 
 refused if debt small, 47. 
 
 registration how far necessary to procuring, 51, 54. 
 registration of, 634. 
 
 service of, how made and on whom, 333. 
 settling, 334. 
 
 sbare capital, of guarantee company, how affected by, 184 n., 634. 
 shareholders, effect on, of, 86. 
 transfer of shares, effect on, of, 139. 
 validity, questioning, 403. 
 
 WITNESSES, 
 
 attendance of, how secured, in case of ordinary witnesses. 197, 201. 
 
 not by subpoena, 201. 
 
 motion after subpoena, 202. 
 
 affidavit in support of, 202. 
 penalty for perjury by, 205, 647. 
 
 examination of, on winding-up under section 115, &c, 197 
 after administration of interrogatories, 199. 
 appeal from order to attend, 200. 
 
 when may be made by witness, 200. 
 application for, how made, and by whom, 198, 200. 
 
 by contributory, 201. 
 
 by liquidator, 198. 
 
 by voluntary liquidator, 201.
 
 804 Index. 
 
 WITNESSES— continued. 
 
 by persons nut under control of Court, 201 n. 
 attend, who may, 204. 
 
 bv leave of Court, 205. 
 attendance, how secured, 201. 
 time for, 202. 
 delault in. 202. 
 
 in ca>e of Scotch witnesses, 202 n. 
 attachment and committal for, 202. 
 apprehension of, 202. 
 before whom taken, 201. 
 counsel of witness, 204. 
 creditor is not subject tx>, 200. 
 
 where alleged counterclaim byjcompany. 200 n 
 depositions, not admissible as evidence, 205. 
 depositions, filing and inspection of, 203, 317. 
 documents for examiner, 201, 204. 
 expenses of witnesses of, 202. 
 liquidator, at request of, 198. 
 objection by witness on attending, 202, 203, 318. 
 objection to answer, 
 
 tending to criminate, 203. 
 order of examination, 200. 
 power of Court as to, 631. 
 report as to, 318. 
 
 rules as to examination, 317, 318. 
 
 contempt of Court to publish proceedings prematurely, 205. 
 production of books, &c, is without prejudice to lien. "204. 
 section 10 of Act of 1890, under, 197. 
 shorthand notes of, 203, 317. 
 
 under Act of 1890. .197, 317. 
 solicitor and counsel of witnesses present at, 204. 
 special examiner, before, 199. 
 who may be examined, 198, 199. 
 cross-examination, 204. 
 re-examination, 204. 
 
 WOKDS, MEANING OF, 
 
 "as to debts and liabilities provable," 89. 
 
 " association," 8. 
 
 "at or before issue," 130. 
 
 " business," 7. 
 
 "capital," in Act of 1877. .662. 
 
 " colony," 666, 667. 
 
 " commencement of the winding-up," 144. 
 
 " company," 16. 
 
 "companies Acts," 297. 
 
 " contingent debt," 300. 
 
 " contributory," 125, 299. 
 
 " cost-book," 677. 
 
 "costs of application," where adjournment of claim into Court, 245. 
 
 " Court," before Act of 1890. .6. 
 
 after Act of 1890.. 297. 
 
 as defined by C. W. U. E., 1890 . . 278, 297, 278, 306. 
 " crassa negligentia," 213 and n. 
 "creditor," 306. 
 "debenture," 105. 
 " debts and liabilities provable," 89. 
 " due cause," 408, 427. 
 " deemed to be," 150 n. 
 " defaulting trustee," 220. 
 " document," 320.
 
 Index. 805 
 
 WORDS, MEANING OF— continued. 
 
 " ex debito juslitix," 39, 45, 46. 
 
 "expert," 674. 
 
 "final judgment," 225, 281, 674. 
 
 "future qualification of a director," 169 
 
 "gaz. thd," 366. 
 
 "general rules," 294, 297. 
 
 "good cause," 315. 
 
 "held," 51. 
 
 " if the company shall be wound up," 70 n. 
 
 "incapable of being fairly estimated," 150, 187 
 
 "in his own right," 170. 
 
 "insurance company," 16 n. 
 
 "issue," 131. 
 
 "joint stock company," 649. 
 
 " Joint Stock Companies Acts," 647. 
 
 "judge," 306, 386. 
 
 "just and equitable," 30. 
 
 "knowingly issuing," 181. 
 
 "liability," 90. 
 
 "liquidator." 307, 308. 
 
 " member," 6, 14 n. 
 
 "meritorious and non-meritorious," 118 n. 
 
 " necessary disbursements," 324. 
 "neglected" to pay, 25.- 
 
 " net profits," 93. 
 
 •' officer," 209. 
 
 " official receiver," 307. 
 
 " or otherwise " in s. 38 (7), 93. 
 
 " one-man company," 225. 
 
 " ordinary resolution," 338. 
 
 " petition," 2(J6. 
 
 " place of business," 7. 
 
 " policy-holder," 55, 445. 
 
 "proceedings," 246, 266, 306. 
 
 " profit derived," 379. 
 
 " prescribed," 297. 
 
 " proceeding under 87th section," 63 69 
 
 "promoter," 112 n., 218 n 
 
 " sealed," 307. 
 
 "railway," 7 n. 
 
 " registered office of a company," 298 
 
 " registrar," 307, 386. 
 
 "sanction of the liquidator," 404 n. 
 
 "secured creditor," 99. 
 
 " sequestration," 69. 
 
 " special resolution," 401, 629. 
 
 " Stannaries," 675. 
 
 " Stannaries Court," 297. 
 
 Stannaries, words used in connection with 675 
 
 "substratum," 33. 
 
 "summons," 320. 
 
 " taxing officer," 307. 
 
 "the commencement of the winding-up," in 38th section, 144 
 
 " the Acts," 30.6. 
 
 " the Companies Acts," 297. 
 
 " trustee," within s. 100 of Act of 1862. .64. 
 
 "trustee," within Trustee Act, 1888. .220 
 
 " unascertained debt," 300. 
 
 " unliquidated debt," 300. 
 
 " underwriting at a discount," 132. 
 
 " unnecessary delay," 234.
 
 806 Index. 
 
 WORDS, MEANING OF— continued. 
 " unregistered company," 419, 652. 
 " winding-up matter," 308. 
 "without sufficient cause " (s. 35), 231. 
 
 WORKS 
 
 of company, winding-up, when declared by special Act to be of public 
 advantage, 11. 
 
 WRIT 
 
 ji. fa., issue of, by County Court, 265, 319. 
 contents of, in debenture action, 470. 
 
 WRONG COURT, 
 
 proceedings in, 265. 
 
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