Charles Mac Naughten Sir Francis Beaufort Palmer.

Company precedents for use in relation to companies: subject to ..., Volume 2 online

. (page 1 of 152)
Online LibraryCharles Mac Naughten Sir Francis Beaufort PalmerCompany precedents for use in relation to companies: subject to ..., Volume 2 → online text (page 1 of 152)
Font size
QR-code for this ebook


This is a digital copy of a book that was preserved for generations on library shelves before it was carefully scanned by Google as part of a project
to make the world's books discoverable online.

It has survived long enough for the copyright to expire and the book to enter the public domain. A public domain book is one that was never subject
to copyright or whose legal copyright term has expired. Whether a book is in the public domain may vary country to country. Public domain books
are our gateways to the past, representing a wealth of history, culture and knowledge that's often difficult to discover.

Marks, notations and other marginalia present in the original volume will appear in this file - a reminder of this book's long journey from the
publisher to a library and finally to you.

Usage guidelines

Google is proud to partner with libraries to digitize public domain materials and make them widely accessible. Public domain books belong to the
public and we are merely their custodians. Nevertheless, this work is expensive, so in order to keep providing this resource, we have taken steps to
prevent abuse by commercial parties, including placing technical restrictions on automated querying.

We also ask that you:

+ Make non-commercial use of the files We designed Google Book Search for use by individuals, and we request that you use these files for
personal, non-commercial purposes.

+ Refrain from automated querying Do not send automated queries of any sort to Google's system: If you are conducting research on machine
translation, optical character recognition or other areas where access to a large amount of text is helpful, please contact us. We encourage the
use of public domain materials for these purposes and may be able to help.

+ Maintain attribution The Google "watermark" you see on each file is essential for informing people about this project and helping them find
additional materials through Google Book Search. Please do not remove it.

+ Keep it legal Whatever your use, remember that you are responsible for ensuring that what you are doing is legal. Do not assume that just
because we believe a book is in the public domain for users in the United States, that the work is also in the public domain for users in other
countries. Whether a book is still in copyright varies from country to country, and we can't offer guidance on whether any specific use of
any specific book is allowed. Please do not assume that a book's appearance in Google Book Search means it can be used in any manner
anywhere in the world. Copyright infringement liability can be quite severe.

About Google Book Search

Google's mission is to organize the world's information and to make it universally accessible and useful. Google Book Search helps readers
discover the world's books while helping authors and publishers reach new audiences. You can search through the full text of this book on the web

at http : //books . google . com/|



Digitized by



Google



Digitized by



Google



Digitized by



Google



Digitized by



Google



Digitized by



Google



Digitized by



Google



COMPANY PRECEDENTS,



NINTH EDITION.



Part II.

WINDING-TIP FORMS AND PRACTICE.



Digitized''by



igitiz^i



Google



Digitized by



Google



COMPANY PEECEDENTS



c*"



FOR USB IN RELATION TO



COMPANIES

SnSJECT TO THE COHPMIES AOTS, 1862 TO 1900.

Paet II.

WEfDDfG-up Forms md Practice,

ARRANGED AS FOLLOWS:—
CJOMPULSOBT WINDING-UP. WINDING-UP UNDER SUPERVISION.
VOLUNTARY WINDING-UP. ARRANGEMENTS AND COMPROMISES.



AVD AV

APPENDIX CONTAINING ACTS AND RULES
(inolibding the Rules of Deoember, 1903).

NINTH EDITION

BY

FRANCIS BEAUFORT PALMER,

Ofth$ Inner Tmpk, JStq., BmriaUr'Ot-LaWt

ABBI0XED BT

FRANK EVANS,

0/ IAHOohi*§ Inm, Btq,, Sarriiter-ai-Law,



LONDON:

STEVENS AND SONS, LIMITED,

119 & 120, CHANCERY LANE,

1904



3



Digitized by



Google






LOx(l>OH :
PBDITBD BT 0. F. BOWOBTH, OBBAT KBW 8TBERT, B.C.



'v\^. 4:^0-?^ //, ^^^



Digitized by



Google



( V )



PREFACE TO THE NINTH EDITION.



In sabmitting a new Edition of this work the writer begs to
offer his best thanks for the cordial reception accorded to the
preceding editions and the many convincing tokens of appre-
ciation thereof which he has from time to time received.

The preparation of this Edition has involyed to some extent
a reconstruction of the work, for it has become necessary to
embody in it the Winding-up Bules of December, 1903. These
Bules take the place of the prior Winding-up Bules, and
although they re-enact many of those Bules, they effect
extensiye alterations and improvements.

The Author trusts, however, that the labour and time
devoted by him to this Edition will be found to have made
it a trustworthy guide to the new Practice : to render it such
has been his aim throughout.

The new Bules will be found distributed through the work
in their proper places, and they are also set out in full in the
Appendix. Many new Forms have been added, besides those
scheduled to the new Bules, and as far as practicable the work
has been brought up to date.

The collection of Forms includes copies of or extracts from
hundreds of judgments and orders by the High Court in Court
or Chambers. Such Forms throw a flood of light on the
Practice, and experience has demonstrated their great utility,
inasmuch as they furnish the practitioner not only with the



Digitized by



Google



VI PBEPACE TO THE NINTH EDITION.

means of framing his application in appropriate terms, but
with an authority which may enable him to obtain the desired
order.

The work also includes a large number of Official Forms
sanctioned by the Board of Trade, and in frequent use, but not
published, and much information obtained from official sources.

The Author acknowledges with pleasure the valuable assist-
ance in the preparation of this volimie which he has received
from his friend Mr. Frank Evans, of the Chancery Bar, than
whom no one has a keener scent for material bearing directly or
indirectly on Winding-up Law or Practice.

The Author has also to thank many members of both branches
of the Profession for the loan of papers and copies of Orders
and Forms of great interest, and for valuable suggestions.

The thanks of the Author are also due to Mr. Bkgistrar
Hood and his staff, especially to Mr. T. Barnes and
Mr. Nichols, to officers of the Board of Trade, and the
Official Eeceivers attached to the High Court, and many
gentlemen in their offices, especially Mr. Couzbns, for valuable
suggestions and much information of great practical value.



F. B. P.



5, New Square,

Lincoln's Inn,

January y 1904.



Digitized by



Google



( vii )



TABLE OF FOEMS.



INTEODUOTOBY CHAPTEE (pp. 1—16) Iconiains no i?V)rww].

Section I.— WINDINa-UP BY THE COURT.

Chap. I.— JUEISDICTION (pp. 17—28) Icontaina no Forms}.



Chap. H.— COMMON FOEMS AND GENEEAL PEOCEDUEE

(pp. 29—46).

Form PAOB

1. Gbneral title (High Court, Byrne, or Buckley, J.) . .31

2. Q^neral title (Lancaster Palatine Court) . . . . 81
8. (General title (Durham Palatine Court) . . . .31

4. General title (County Court) . . . . . . 32

5. General title (Building and Industrial Societies) . . 32
5a. General title (Stannaries cases) . . . . . 32

6. Application for inspection of file (High Court) . . .34

7. Eegister of petitions to be kept in the Courts . . . 35

8. Eegister of winding-up orders to be kept in the Courts . . 35

9. Notice of motion (Byrne, or Buckley, J.) . . . . 36

10. Summons, general (Byrne, or Buckley, J.) . . .38

U. Formal parts of affidavit by one person . . . . 42

12. Formal parts of affidavit by several persons . . .42

12a. Prefatory matter in orders . . . . . . 43

18. Order in Chambers . . . . . .43

14. Application for office copy . . . . . . 44

15. Notices for London Gkizette . . . . .44

16. Memorandum of advertisement or gazetting . . . 45



Digitized by



Google



VIU



TABLE OF F0BM6.



Chap, ni.— WINDING-UP PETITIONS (pp. 47—88).

Form PAQB

17. Memorandum to be obtained on presenting petition . • 72

18. Petition (general form) . . . . . . 78

19. Petition by unpaid creditor on simple contract . . .74

20. Petition of judgment creditor • . . . . 76

21. Petition by assignee of judgment creditor . . .76

22. Petition of policy holder in life assurance company . . . 77
28. Petition by debcoiture holder . • . . .78
24. Petition where prior petitioner settled . . . . 79
26. Petition by company imable to pay its debts . .80

26. Statement of service of statutory demand . . . . 81

27. Statutory demand for payment of debt . . .81

28. Petition by fully paid-up shareholder . • . . 81

29. Petition where substratum gone . . . . .82

80. Petition to wind up unregistered company . . . . 83

81. Creditor's petition for supervision order . . . .84

82. Petition to Lancaster Palatine Court . . . • 86
88. Petition to Durham Palatine Court . . . .87

84. Petition to County Court (Stannaries case) . • . . 87

85. Petition to Coun^ Court (other cases) . . . .88



Chap. IV.— ADVEETISEMENT AND SERVICE OF PETITION
(pp. 89—97).

86. AdvertLsement of petition (for compulsory or supervision order) 89

87. Second advertisement (where supervision order requested) . 91

88. Affidavit of service of petition on members, &o. . • • 92

89. Ditto on liquidator (supervision) . • . . ,93

40. Ex parte summons for special order for service . . • 94

41. Affidavit on siunmons for substituted service . . .94

42. Order for service (office closed) . . . . . 94
48. Special order (office closed, &c.) . .95
44 — 47. Other special orders . , . . 95, 96
48. Affidavit of service pursuant to special order . . .96



Chap. V.— EVIDENCE ON PETITION (pp. 98-102).

49. Affidavit verifying petition (ordinary) •
49a. Affidavit where petitioner company

49b. Order that affidavit sufficient . • . •

50. Order extending time to file affidavit

51. Order for cross-examination • • . •

52. Order for witnesses to attend in Court



98

99

99

101

101

102



Digitized by



Google



TABLE OF FO&MS.



IX



Chap. VI.— AMENDMENT ; SEOUETTY FOB COSTS (pp. 108—106)

Form

58 & 54. Liberty to amend .....

55. Summons for secarity for costs

56. Order for secnrity .....
56a & 56b. Other suoh orders ....
56o. Order for further secarity (company) .
56d. Order for company to give security for costs



PAOB

103, 104
104
105
105
105
106



Chap. VH.— COMPLIANCE ATTENDANCE, AND NOTICES AND
LIST OF APPEARANCES (pp. 107, 108).



57. Notice of intention to appear on petition

58. List of parties attending hearing



107
108



Chap. Vm.— HEAKTNG OF PETITION, CALLING MEETINGS,

STANDING OVEB, WITHDRAWAL, DISMISSAL, EEVIVOE

(pp. 100—180).

59. Standing over pending cross-examination

60. Order to stand oyer (St. Thomas' Dock Order)

61. Order staying petition pending action
61a. Order giving liberty to withdraw ....

6lB. Another .......

61a Another .......

62. Order dismissing when debt disputed
6dA. Injunction to restrain advertisement of petition .
68. Order dismissing witii costs ....
68a. Another where petitioner married woman and administratrix

64. Order to dismiss (by consent) petition of secured creditors

65. Order by consent dismiflRing .....
65a. Another .......

66. Order for costs, debt paid before hearing

67. Another where creditors oppose ....
67a. Dismissal after order made, but before it is entered

68. Bevivor on application of petitioner's executors .

69. Ditto of petitioner's administrator ....

70. Order striking out petitioner's name



122
123
123
124
124
124
125
126
126
126
127
127
127
128
128
129
129
129
130



Chap. IX.— WINDING-UP OEDEES-AND NOTICES, SERVICE
AND ADVEETISEMENT THEEEOF ; AND STAYING PEO-
CEEDINGS (pp. 181—148).

71. Notification to official receiver of order pronounced . .131

73. Order for winding-up by the Court (rule form) . . . 132

7dA. Order for winding-up (usual form) . . . .133

72b. Eestriction in case of foreign company « . . , 135



Digitized by



Google



TABLE OF FORMS.



Form

720&72D. Order relaxing fetter

7dE. Another .....

78 & 74. Olausee as to outside proTisional liquidator

75. Order on two petitions

76. Order allowing costs of second petition .
7eA. Eetum to Board of Trade .

76b. Order appointing official reoeiyer

77. Gazette notice of winding-up order .

78. Notice for local paper ....
78a. Another (abbreviated form) .

79. Notice by official receiver of winding-up order .
79a. Order to stay winding-up proceedings



135
135
136
136
137
139
139
140
140
140
141
142



Ohap. X.— PEOVISIONAL LIQUTDATOE (pp. 144—157),

80. Summons or notice of motion for provisional liquidator
81 & 82. Orders appointing official receiver interim provisional
liquidator .......

88 & 88a. Other similar orders ....

84. Notification to official receiver of appointment as provisional

liquidator .......

85. Appointment of official receiver as provisional liquidator, with

restrictions ......

85a. Another .......

86. Appointment of outside provisional liquidator to call meeting

87. Another order providing for security and accounts .
87a. Another, on application of shareholder and creditors .

88. Order on motion appointing provisional liquidator .

89. Another. Limitation of powers ....

90. Order giving liberty to carry on business .

91. Another providing for petty disbursement aoooimt
9lA. Subsequent order for leave to borrow, &c. .

92. Direction (in winding-up order) as to accounts, &c.

92a. Order as to remimeration where winding-up order discharged.
98. Order to tax provisional liquidator's costs

94. Another, further taxation .....

95. Another, order for taxation ....

96. Order for payment of certified balance



148

148
149

150

150
151
151
152
152
153
153
153
154
154
154
155
155
155
156
156



Chap. XI.— SPECIAL MANAGEE (pp. 158—162).

96a. Eeport of official receiver supporting application

97. Order appointing special manager . . . .

98 & 98a. Other orders .....

98b. Oeneralform ..... ^

98o. Another, before, winding-up order

99. Affidavit by special manager verifying account



159
159
160
161
161
162



Digitized by



Google



TABLE OF F0&M8.



XI



Chap. XH.— EVIDBNOB (pp. 103—185).

Fonn PAos

100. Affidavit of liqtddatoT as to books . . .163

101. Affidavit by secretary as to books . . . . . 163

102. Order for inspection under sect. 156 of 1862 . . .165
108. Another . . . . . . . 165

104. Order for inspection, special . . . .165

105. Order on bank to permit inspection . . . • . 166

106. Summons for affidavit of documents and inspection . . 167

107. Order for affidavit and inspection . . . . . 168
107a. Order for inspection of depositions . . . .169

108. Summons against official receiver for documents . . 169

109. Order on alleged contributory for documents . . . 169
109a. Order on company to produce books for inspection . . 169

110. PrsBcipe for subpoena . . . . . .171

111. Subpoena ad testificandum or duces tecum . . . . 172

112. Indorsement on writ when issued by solicitor . . .173
118. Notice to witness to attend and of place . . . . 173

114. Examiner's certificate of non-attendance or refusal to be sworn 173

115. Notice of motion that witness attend examiner . . . 174

116. Affidavit of service of subpoena and notice . . . . 174

117. Summons against official receiver for time for evidence . 177

118. Summons for order for cross-examination . . . . 178

119. Summons for cross-examination of official receiver, &c. - • 178
119a. Order to cross-examine on hearing of petition . . . 178

120. Order for cross-examination with restrictions as to affidavits . 179

121. Order for cross-examination before examiner . . . 179

122. Order for cross-examination of liquidator . . . 179
128. Liberty to cross-examine in Court . . . 180

124. Further order following the above . . . . . 180
124a. Liberty to cross-examine in open Court . . 180

125. Appointment of district registrar as special examiaer . 181

126. Appointment of special examiner in general terms . . 181

127. Appointment with provision as to interpreter . . . 181

128. Order that witness attend and answer questions . .181

129. Order for examination of persons in Scotland . . 182
129a. Order allowing liquidator to use evidence . 183

180. Notice to produce at hearing of petition . . 183

181. Notice to admit . . .184



Chap. Xin.— SEEYIOE OF PEOOESS (pp. 186—192).

182. (General order for service out of jurisdiction
188. Liberty to serve summons out of jurisdiction

184. Liberty to serve out of jurisdiction ....

185. Another . . . . . .

186. Liberty to serve (out of jurisdiction) peremptory notice to prove.

187. Another ........



188
188
189



190



Digitized by



Google



xu



TABLE OF FORMS.



Form

138. Order for substituted serrioe of summons .

139. Order for substituted service on contributory .

140. Order for substituted service of petition

141. Another order for substituted service of summons
14lA. Summons .....



PAOB

191
191
191
191
192



Chap. XIV.— PEOOEEDINGS AND ATTENDANCE IN OHAMBEES
APTEB WINDING-UP OEDEE (pp. 193—195).



142. Liberty to creditors to attend .

143. Liberty to contributory to attend .

144. Liberty to debenture holders to attend .

145. Eepresentation order



194
194
194
195



Ohap. XV.-OFFIOIAL EEOEIVEES (pp. 196-4308).

[N.B. — The forms in special use by official receivers are given in the chapters
specially concerning the subjects with which they are connected*"]



Ohap. XVI.— STATEMENT OP AFFAIES AND PEEUMINAEY
BEPOET (pp. 209—229).

146. Notice to submit statement and attend official xeoeiyer . 211
146a. Eequest to concur . . . . . . . 211

147. Oertificate extending time for statement . . .211

148. Order to submit or concur in statement . . . . 212
148a. Another with directions as to attendance . . .212
148b. Another with indorsement . . . . . . 213

149. Statement of affairs . . . . .214

150. Affidavit of concurrence . . . . . . 223

151. Summary of statement of affairs .... 224

152. Preliminary report . . . . . . 228



Ohap. XVn.— FIEST MEETINGS OF CEEDITOES AND
CONTETBUTOEIES (pp. 230—248).

153. Notice to Board of Trade of first meetings

154. Notice to creditors of first meeting .

155. Notice to contributories of first meeting

156. Notice to officers of company to attend first meeting
156a. Notice to creditors of fresh first meeting
156b. Order to hold fresh first meeting .

157. Proof of debt

158. General proxy .....

159. Special proxy .....

160. Application and order for extension of time



235
235
236
236
237
237
238
240
242
244



Digitized by



Google



TABLE OF FOBMS.



XIU



Fom

161. Certifioate of postage of notices (general)

162. Authority to act as depaty-chairman and use proxies
168. Memorandum of adjournment of meeting

164. Notice to creditor « &c., of adjourned first meeting .

165. Memorandum where no quorum at adjourned meeting

166. List of creditors or contributories .

167. Division list of creditors or contributories dissenting .

168. Division list of creditors or contributories assenting

169. Beport of result of meeting ....

170. Other reports of results ....

171. Further report ......



PAOB

244
244
245
245
245
246
246
246
247
248
248



Chap. XYm .— APPO INTMENT OF LIQUIDATOE AND COM-
MTTTEB OF INSPECTION (pp. 249—256).



172. Summons to consider reports .....
178. Summons after subsequent meetings (death, &c.) .

174. Summonses to appoint committee (identical)

175. Summons to decide differences . . ...

176. Advertisement of time for considering determinations .

177. Appointment of liquidator and committee . . . .

178. Official receiver and another appointed liquidators

179. Appointment of committee (meetings unanimous) .

180. Committee with official receiver. No quorum of creditors

181. Official receiver (liquidator) and creditors and contributories

(committee) . . . . . . .

182. Bescinding liquidator's appointment; official receiver sub-

stituted . ......

188. Gazette notice of appointment of liquidator

184. Advertisement of appointment of liquidator

185. Ditto committee, official receiver remaining liquidator

186. Another ........

187. Notice to joint-stock registrar of liquidator's appointment
187a. Notice to liquidator ......



251
251
251
252
252
252
253
253
253

254

254
255
255
255
256
256
256



Chap. XIX.— SECUEITT OF LIQUIDATOE AND SPECIAL
MANAGEE (pp. 257—259).

188. Certificate that security has been given . ...

189. Order on guarantee society on default of liquidator



258

258



Chap. XX.— APPOINTMENT OF SOUCITOE (pp. 260—268).

190. Court's sanction to solicitor's employment . . . . 261

191. Application for liberty to employ solicitor . . .261
19lA. Board of Trade's leave to employ solicitor . . . . 262

192. fietainer to solicitor . . . .262
199a. Eeport by solicitor on proceedings taken . . . . 268



Digitized by



Google



XIV



TABLE OP FORMS.



Form



Ohap. XXI.— duties and powebs op MQTJIDATOES

(pp. 264-^281).



19dB. Yesiang order ; miregisiered oompany .



PAoa
281



Ohap. XXH.— OOMMITTEE OF ESTSPEOTION, POWERS, PRO-
CEEDINGS AND REMUNERATION (pp. 282—291).

198. Minutes of meeting of committee of inspection . . . 285

198a. Notice of meeting of committee .... 287

194. Resignation by committeeman . . . 287

195. Leave of absence to conmiitteeman .... 287

196. Notice of meeting of creditors, &c. to remove committeeman . 287

197. Notice of meeting of creditors, &c. to fill up vacancy . . 288

198. Resolution of creditors, &c. filling up vacancy . . . 288

199. Application for direction of official receiver as committee . 289
199a. Application to Board of Trade as committee . . . 288

200. Resolution fixing remuneration of liquidator . . . 288

201. Sanction of committee to carrying on business . . 290

202. Resolution in favour of special bank account . . . 290

203. Appointment of auditor of trading account . . • 290

204. Sanction to employment of solicitor .... 290

205. Sanction to litigation by liquidator . . . . 291
5306. Sanction of committee to compromise or arrangement . 291
207. Order for remuneration of oommittee, &c. . . . . 291



Ohap. XXm.— REMUNERATION OF LIQUIDATOR
(pp. 292—296).

5308. Summons to fix liquidator's remuneration . . . 295



Ohap. XXIV.— ACCOUNTS OF LIQUIDATOR AND PROCEDURE
UNDER SECT. 15 OF 1890 (pp. 297—832).



209. Cash book (with analysis) .

210. Certificate of audit by committee of inspection

211. Liquidator's trading account

212. Affidavit verifying trading account
218. Board of Trade circular as to audit .

214. Copy cash book for filing

215. Report to accompany account

216. Affidavit verifying account (ordinary) .

217. Summary of accounts under r. 139 .

218. Board of Trade certificate of audit
219 & 220. Liquidator's statement under sect. 15

directions. ....

221. Affidavit verifying liquidator's statement



of



. 299

. 300

• 300

. 301

. 301

. 303

. 304

. 305

. 306

. 307
1890» with

814, 315

. 817



Digitized by



Google



TABLE OF FORMS.



XV



Form

202. Liquidator's trading aooount (sect. 15) .
228. List of diyidends or composition

224. List of amounts paid to contributories

225. Bequest for particulars of undistributed assets

226. Particulars in answer to last form .

227. Affidavit yerifying aooount of unclaimed funds

228. Order (Board of Trade) to submit yeriiied account (r. 29 (1) ) .

229. Title of proceedings when liquidation yolimtary

280. Notice of motion for order for yerified account

281. Affidavit of registrar as to voluntary liquidation

282. Affidavit that Board of Trade order not complied with
288. Affidavit of service of Board of Trade order

284. Order of Court to submit verified account .
284a. Order on liquidator to pay balance into bank
284b. Order for attachment for non-payment .
284o. Order for attachment for not accounting
284d. Order to discharge from prison ....
284b. Notice of motion for order to deliver statement of account

285. Application for i>aying-in or receivable order

286. Beoeivable order under r. 174 ....

287. Certificate of receipt and abstract of application .



Online LibraryCharles Mac Naughten Sir Francis Beaufort PalmerCompany precedents for use in relation to companies: subject to ..., Volume 2 → online text (page 1 of 152)