Francis Beaufort Palmer.

Company precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) online

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mentd, that is to say,

1. The conveyance of the Alexandi'a Palace Estate, made between, &c.

2. The conveyance of the land at, «S:c., made between, &c.

3. The conveyance, &c.

4. The assignment, &c. Alexandra Palace Co., Malins, V.-C,
3rd Aug. 1877. A. 1556.

Upon the applicon of B., G. and C, the trustees for the debenture Form 301.

holders of coy and mortgagees of the L. collieries under a certain '^. 7^ ,

indenture, dated, &c., and upon hearing the solors for the applicants liquidator to

and for the liqrs of the sd coy, &c., Order that the contract dated concur in sale
-■■ J 1 ■> ^ ^ jjy trustees lur

4th Dec. 1877, for the sale of the ppty comprised in the sd con- debenture
tract, forming part of the ppty of the sd coy, be confii-med. And 'lolders.
order that all necessary and proper parties join in and execute all
deeds necessary to give effect to the same, to be settled by the judge
in case the parties differ. And order that the applicants pay to the sd
C. and L., as the sd liqrs, their costs of and occasioned by this appKcon
and consequent thereon, and of executing the necessary deeds assigning
the ppty to the purchaser, to be taxed by the taxing-master in case the
parties differ about the same. Llanganneck Collieries Co., M. K.,
13th Dec, 1877. B. 2062.

Upon the applicon of K. and B., the trustees for the debenture Form 302.
holders of the above-named coy, and upon hearing, &c., Order that 7T.
the off liqr of the coy do concur in the assignment or assignments to assig-n last
the purchaser or purchasers from the applicants of the ppty included ^^'^ terms,
in their mortgage, dated 5th Feb. 1875, in the sd order of 3rd April,
1876, mentd, or any part or parts thof, for the purpose of vesting in
such purchaser or purchasers the last days of the respve terms created
by the leases of the same ppty, and the options of purchasing the
freehold of such ppty contained in such leases resply. And that the
sd off liqr do convey, assign, demise, and assure, or join in conveying,
assigning, demising, and assuring the ppty included in the sd mortgage
in such manner as the applicants may direct. Globe, ^'c. Co., M. E.,
4th May, 1877. A. 906.

For order on application of official liquidator gi%'ing him liberty to affix seal to
conveyance on payment of purchase -money to mortgagee, see Kortlt, London Co.,
2nd April, 188G. B. 402.



302



WINDING-UP BY THE COURT. [ChAP. XXIX.



Form 303. Upon tlie applicon of J. and T., two of the liqrs of the above-
named coy, and upon hearing the solors for the applicants and for

and , the committee of creditors of the sd coy, and upon

reading the orders dated resply the 16th Feb. 1877, and the 1st March,
1877, It is ordered that the applicants be at liberty, either jointly or
severally, to tender for the purchase of the properties directed to be
sold by the sd order, dated 1st March, 1877. Brynmaivr Coal Co.,
Hall, Y.-C, 13th April, 1877. A. 656.

See R. 156 of 1890, sttpra.



Order givin
liquidators
libfi-ty to
tender for
purchase.



Form 304.

Order for
payment in
of puTtliase
money, &c.
in discharge
of incum-
brances
(sect. 5 of
Convevanoing
Act, 1881).



00129 of 1892.
In the High Court of Justice, &c.

Thursday, the 6th day of Oct. 1892.

In the matter of a contract for sale between S., liqr of the

coy, limtd, now in winding-up by the Ct, and N., of, &c.,
And in the matter of the Conveyancing Act, 1881, s. 5,

and
0041 of 1892.
In the matter of the Cos Acts, 1862 to 1890,
And in the matter of the Coy, Limtd.

Upon the applicon by originating summons dated the 27th Sept.
1892, of N., of, &c., and upon hearing counsel for the applicant and
for the respt, the off recr and prov liqr of the above-named coy, and

the solors for the respts, the Corporation, Limtd, the trustees for

the first mortgage debenture holders, and upon reading the order dated
the 28th July, 1892, in the matter of the above-named coy, the report
of "W., the assistant off recr, filed the 27th Sept. 1892, also in the
matter of the sd coy, and the afft of the applicant N., filed the 6th Oct.
1892. And the applicant by his counsel declariug himself content
witli the title to the premises comprised in the contract dated the
23rd July, 1892, in the sd order dated the 28th July, 1892, referred to.
It is ordered that the applicant N. be at liberty to lodge the sum of

1, in Ct as directed in the schedule hereto, such sum of /.

being part of the purchase-monej' of 1, payable by the applicant

pursuant to the sd contract dated the 23rd July, 1892, and being as to

/. part thof the sum admitted to bo sufficient to meet the amount

that may prove to be due to the 29th Sept. 1892, for principal, interest,
and costs in respect of the first mortgage debentures issued by the

coy, and as to /. the residue thof the sum admitted to be sufficient

to meet tlio contingency of further costs, expenses, and interest, and
any other contingency except depreciation of investments in respect of
the said debentures. And it is ordered that the costs of the ajiplicant
and the respts, the Corporation, Limtd, of this applicon be taxed,



SALE OF PROPERTY. 303

and that the respt S., the off rear and prov liqr of the sd coy, do pay
to the applicant N. the amount of the sd costs, when taxed, out of the

assets of the sd coy, and that the sd costs of the respts, the

Corpoi'ation, Linitd, be added to the amount that may prove to be due
in respect of the sd first mortgage debentures, and that the costs of
the respt, the off recr and prov liqr of the sd coy, of this applicon
including the costs he is hby directed to pay to the applicant, be
included in his costs, charges, and expenses relating to the winding-up
of the sd coy.

Lodgment Schedule.

In the High Court of Justice.
Cos (Winding-up).

6th Oct. 1892.
Re Krasnapolsky, ^c. Co., Limtd., and the Conveyancing Act, 1881.
No. 00129 of 1892, and No. 00 J 1 of 1892.
Ledger account. — Kras7wpo/sli/, Sj~c. Co., Litntd. No. 0041 of 1892.
Fund to provide for claims in respect of the first mortgage
debentures issued by the co}^, secured by indentiu-e dated 17th
Oct. 1890.
[T'Ae Lodgment Schedule is in three columns {as usual). In the first
are inserted "Cash. Invest and accumulate in Neiv Consols the amount
lodyed. Such Consols not to be sold, trans/erred, or otherwise disposed of
ivithout notice to the sd i\"." The amount is stated iyi the third column.~\
Krasnapolsky, ^'c. Co., Brougham, Eeg., 6th Oct. 1892.

This order was made under sect. 5 (1) of the Conveyancing; Act, 1881. The
application is by originating summons, see sect. 69 (3). As to the jurisdiction, see
sect. 1 (xviii), and sect. 69.



In the High Court, &c. Form 305.

\^As in last Order. '\ Order dis-

Upon the applicon of N. [purchaser], and upon hearing the applicant charging
in person, and the solors for the respt, off recr and prov liqr of the lucumbraDces,
above-named coy, and for the res-pts the Trustees, &c. Corporation, ^^^ directing
Limtd, the trustees for the first mortgage debenture holders of the (sect. "oof
sd coy, and upon reading the order dated the 6th Oct., 1892, the afft Conveyancing
of the applicant N., filed, &c., the Paymaster- General's certificate, dated '

the 18th Oct., 1892, of the payment in of 1, by the applicant on

the 14th Oct., 1892, and the certificate of the fund, It is hby declared
that the ppty comprised in the agreement dated, &c., referred to in
the order dated the 28th Jvdy, 1892, is free from the incumbrance
created by the first mortgage debentures issued by the coy, and
secured by an indenture dated, &c. And it is ordered that the sd
Trustees, &c., Corporation, the trustees for the holders of the sd deben-



304



WINDING-UP BY THE COURT. [ChAP. XXIX.



tures, do join in and execute a proper conveyance or assurance of the
sd ppty to the applicant N., or as he shall direct, such conveyance or
assurance to be settled by the Ct in case the parties differ. And it is
ordered that the costs of the applicant and the respts, the Trustees, &c.,
Corporation, of this applicon be taxed, and that the respt C. Q-. S., the
off recr and prov liqr of the sd coy, do pay to the applicant N. the
amount of his sd costs when taxed out of the assets of the sd coy,
and that the costs of the Trustees, &c.. Corporation be added to the
amount that may prove to be due in respect of the sd first mortgage
debentures, and that the costs of the sd off recr and prov liqr of the sd
coy of this applicon, including the costs he is hby directed to pay to
the applicant, be included in his costs, charges, and expenses relating
to the winding-up of the sd coy, and the result of the taxation hby
directed is to be included in the certificate under the order, dated the
6th Oct., 1892. Krasnapolsky, Sfc. Co. (00129 of 1892), Brougham,
Eeg., 21st Oct., 1892.

This order is made under sect. 5 (1) of the Conveyancing Act, 1881, and see last
form.



Form 306.

Order for
payment out
in discharge
of incum-
brances
(sect. 5 of
Conveyancing
Act, 1881).



{Title as m Form 304.)
Upon the further hearing of the peton of the



Corporation,



Limtd, on the 10th Nov., 1892, preferred unto this Ct, and reading the
sd peton, the afft of S., filed the 24th Nov., 1892, and the exhibit
therein referred to, being an indenture of mortgage and trust deed,
dated the 17th Oct., 1890, the order to wind up the above-named coy,
dated, &c., 1892, the order dated the 28th July, 1892 (intituled in the
winding-up proceedings), the orders dated the 6th and 21st Oct., 1892,
and the Paymaster-General's certificate of the fund. And upon hearing
counsel for the petrs and for the respts N. (the purchaser named in the
order of 6th Oct., 1892), and S., the off recr and liqr of the above-
named coy, and for P., a debenture holder of the sd coy. And the
petrs and the sd S. by their counsel consenting that the interest on the
first mortgage debentures of the sd coy shall be calculated down to the
14th Jan., 1893, this Ct doth order that the funds in Ct be dealt with

as in the payment schedule hereto, the sum of 1, in the schedule

directed to be pd to the petrs, being as to 1, part thof principal

and interest due in respect of the first mortgage debentures of the sd
coy, and as to Z., the residue thof the agreed amount of remunera-
tion due to the petrs, the petrs by their counsel undertaking to carry

the said sum of /. to a separate account, and apply the same in

payment of the sd principal and interest accordingly, and that the sd

sums of 1, and /. shall bo in complete discharge of all claims

for priuci[ial, interest, and remuneration, in respect of the sd mortgage
trust dood and the sd doboutures. And it is ordered that the petrs do



SALE OF PROPERTY. 3C5

fortliwitli hand over the sd indenture of the l7th Oct., 1890, to the sd
N. And it is oi'dorcd that it bo referred to the proper taxing master
to tax the costs of the petrs and of tlio sd P. of tliis peton, tlio costs of
the petrs as between solor and client, and including therein all costs,
charges and expenses properly incurred by them as trustees of the sd
indenture of the 17th Oct., 1890, and the costs directed to be taxed by
the sd orders of the 6th and 21st Oct., 1892. And it is ordered that
the sd S. do pay to the sd P. the amount of his costs directed by this
order to be taxed out of the assets of the above-named coy. And it is
ordered that the costs of the sd S. of and incident to the sd peton
(including the costs directed to be pd to the sd P.) be included in his
costs, charges, and expenses, relating to the winding-up of the sd coy.
And it is ordered that any of the parties are to be at liberty to apply
as there may be occasion.

Payment Schedule.

{Krasnapolshy, 8fc. Co., 0041 of 1892, Vaughan Williams, J., loth
December, 1892).

The payment schedule was intituled " In the High Court of Justice, Companies

(Winding - up)." The ledger credit was " Co., No. 0041 of 1842. Fund to

provide for claims in respect of the first mortgage debentiu-es issued by the com-
pany secured by indentm-e, dated 17th October, 1890." And the first column of
the schedule was as follows : — " Notwithstanding the order of the 6th of October,
1892 :— SeU the new consols. Out of proceeds money on deposit any cash and
dividends : — Pay in respect of agreed remuneration and principal and interest due
to first mortgage debenture holders of company. Pay petitioners' costs directed to
be taxed by this order."



Upon motion this day made unto this Ct by counsel for the A. B. Form 307.
Coy, Limtd, and upon hearing counsel for the respt W., the off liqr Qrder releas-
of the Oriental Bank Corporation, and upon reading the orders dated ing assets
12th May, 1887, and the 11th Nov. 1890, and an afft of S., filed the aTtor'^Xnoi
4th March, 1891, and the exhibit therein referred to, and the applicants sale to new
by their counsel undertaking to give further security if the Ct shall 'company,
think fit at any time during the progress of the liquidation, This Ct
doth order that upon the transfer by the applicants, the A. B. Coy,
Limtd, of the sum of 100,000^. new consols into the joint names of W.,
the sd off liqr of the sd corporation, and of the secretary or other
officer of the A. B. Coy, Limtd, nominated by them, such sum to stand
as security for any claims that may arise in the liquidation of the sd
corporation, the sd W., as the off liqr of the Oriental Bank Corporation,
be at liberty to release all the assets of the sd corporation from the
lien which he holds on them under clause 17 of the agreement, dated
the 18th March, 1887, made between the corporation of the first part,

P. X



306 WINDING-UP BY THE COUET. [ChAP. XXIX.

"W., the off liqr of the corporation, of the second part, and the A. B.
Coy, Limtd, of the third part, in the sd order dated 12th May, 1887,
mentd or otherwise, and to deal with such assets as the A. B. Coy,
Limtd, may direct ; And it is ordered that the costs of the sd off liqr of
this applicon be costs in the liquidation. Oriental Bank Corporation,
Chitty, J., 13th March, 1891.



Form 308. Upon the applicon of S., the off recr and liqr of the above-named
T TT 7" coy, and upon hearing the solors for the applicant, and upon reading

of attorney to the order to wind up, dated 2nd April, 1892, the afft of , &c., It

sell assets. jg ordered that D. Gr., of Adelaide, in the colony of South Australia,
solor, be appointed as a fit and proper person to act as attorney for the
purpose of selling the mines, mining rights and ppty, and other effects
in South Australia, subject to his giving security to the satisfaction of
the Board of Trade ; and it is ordered that the applicant be at liberty
to execute a power of attorney to the sd D. G., marked E. 1, verified
by the afft of K., and identified by the registrar's signature in the
margin thof, for the purpose of carrying the sd sale into effect. Great
Eukabij Silver Co., Eeg., 22nd July, 1892.

For order on the application of liquidator, approving of a conveyance of property
of the company situate in Australia, to L., there resident, in trust for sale, see
Fortune Copper Mining Co., 7th Dec. 1875. A. 1825.

For order giving liquidator liberty to carry out contract for the sale of the book
debts owing to the company by persons residing in India, see James Anderson ^ Co.,
Hall, V.-C, 1st May, 1879. A. 920.

For order for sale of property in Jamaica, subject to special conditions, see
Form 292.



307



CHAPTER XXX.



BILLS AND NOTES.



Sect. 95 of 1862. — The [official] liquidator shall have power, with the sanction of Liquidator's
the Court, to ... . di-aw, accept, make, and endorse any bill of sale or promissory Ppwers as to
note in the name and on behalf of the company .... and the drawing, accepting, '

making, or endorsing of every such bill of exchange or promissory note as afore-
said on behalf of the company shall have the same effect with respect to the lia-
bility 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. See siqn-a, Chap. XXVIII.

Tlie liquidator of any company which is being wound up by the Court may, Sanction not
loiihout the sanction of the Coiu't or of the committee of inspection, exercise the reqmred.
above powers (sect. 12 (2) of 1890), but the exercise is 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 it (sect. 12 (3) ) ; and the liquidator may himself
apply to the Court for directions. Sect. 23 (3), supra, p. 208. He must also have
regard to the directions given by creditors or contributories in general meeting, or
by the committee of inspection. Sect. 23 (1). And see sect. 25, as to the control
of the Board of Trade. See also Chap. XXI., and infra, Form 334.

Where several liquidators have been appointed, the Court can, under sect. 92 of
the Act of 1862, empower less than the full number to act (see supra, p. 217) ; but
in the absence of express authority all must concur, and it is not clear that even if
all approve of the acceptance of a particular bill they can effectually authorize one
of themselves to sign the acceptance. Ex j)cirte Birmingham Banking Co., 3 Ch. 651 ;
Agra and Masterman'' s Bank, 6 Ch. 206. And see Bohgnesi's case, 5 Ch. 567.

Under the Bills of Exchange Act, 1882, an incorporated company may sign a Power to
bill of exchange or promissory note by affixing its seal, and the liquidator can ^^® ^^^ *
exercise this power.

Sect. 104 of 1862. — All moneys, bills, notes, and other securities paid and delivered Payment into
into the Bank of England, or any branch thereof, in the event of a company being bank,
wound up by the Court, shall be subject to such order and regulation for the keep-
ing of the accoiint of such moneys and other effects, and for the payment and
delivery in, or investment and payment and delivery out, of the same as the Coui't
shall direct.

And see Chaps. XXIV., XXV.

All current bills of exchange must now be remitted to the Companies Liquidation
Account. See Chap. XXV.

As to proofs and voting by creditors holding bills and notes, see Chap. XVII. and
Chap. XXXVII.

For general liberty to sue on bills, see Form 340.

x2



308



WINDING-UP BY THE COURT. [ChAP. XXXI.



CHAPTER XXXI.



MISCELLANEOUS AUTHORITIES TO LIQUIDATOR.



Generally.



Wliere sanc-
tion required.



Persons
employed in
liquidation.



Charges of
solicitor, &c.



Priority of
expenses.



By sect. 95 of 1862, the liquidator had poorer, with the sanction of the Court, to
do certain specified things, and "to do and execute all such other things as may be
necessary for winding-up the aiiairs of the company and distributing its assets."

Two of the things specified in sect. 95, viz., carrying on the business of the com-
pany and bringing or defending any legal proceedings in the name and on behalf
of the company, still require the sanction " either of the Court or of the committee of
inspection.^ ^ Sect. 12 (1) of 1890. But "the liquidator of any such company" —
i. e., a company which is being wound up by the Court — " may, without the sanction
of the Court or of the committee of inspection, exercise any of the other powers con-
ferred on the liquidator by sect. 95 of the Companies Act, 1862." Sect. 12 (2) of
1890. The exercise of his powers is, however, subject to the control of the Court,
which may be invoked at the instance of any creditor or contributory (sect. 12 (3),
sect. 2'1) ; and may himself apply to the Court for directions. See sect. 23 (3) of
1890. And as to the general siu'veillance of the Board of Trade, see sect. 25.

A person employed by order of the Court in the winding-up seems to stand in
a more favourable position, with regard to his remuneration, than a person even
** properly employed by the liquidator with the sanction of the committee of in-
spection," for in the former case liis remunei-ation seems to be an expense " incurred
in realising or getting in the assets." See R. 31 of 1890, and Chap. XL VIII.

R. 29 of 1890. — Before the bill or charges of any solicitor, manager, accountant,
auctioneer, broker, or other person employed by an official receiver or liquidator is
or are taxed a certificate in writing, signed by the official receiver 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 a bill of costs of a solicitor, a copy of the resolution or other authority sanction-
ing the employment.

As to the priority of expenses of realisation and costs of persons employed by the
liquidator, see R. 31 of 1890.

The orders below will be found useful in framing resolutions by the committee of
inspection sanctioning particular acts of the liquidator.



Form 309.

Summons for
sanctiun of
Court, and
directions to
liquidator.



{Title.)
Lot all parties concerned attend, &c. \_see Form 10], on the hearing
of an application of A. B. of, &c., the [off recr and] liqr of the above-
named coy, for an order that he may be at liberty to \_here state the
particular thing to be sanctioned~\, and that all such directions in rela-
tion thereto may be given to the applicant as the Ct shall think fit.

Tlie ajiplication should be supported by an affidavit stating the circiunstances in
which the order is required.



MISCELLANEOUS AUTHORITIES TO LIQUIDATOR. 309

Upon tlio applicon of the off liqrs, &c., Order that the sd off liqrs he Form 310.
at liberty, subject to his giving to their rosj^ectivo satisfaction security TTT 7 7
to the amount of not less than 200/., to appoint S., now residing at ap^ioiut
Cape Breton, Nova Scotia, in the Dominion of Canada, local manager "j*^^^|er
of the works and ppty of the sd coy at Cape Breton afsd, subject to one
month's written notice to quit on either side, at a salary of 150/. per
ann, to commence from the 1st June, 1878, in the place of N., who has
resigned his appointment as manager of the sd works and ppty. Cape
Breton Co., Malins, V.-C, 23rd May, 1878. A. 983.

Upon the applicon of D., the off liqr of the above-named coy, -^Oi"^ 311.

and hearing, &c.. It is ordered that the sd off liqr be at liberty to Liberty to

continue and carry on the working of the tramways situate at carry on

. business

in Germany, and at , in Holland, for a period of four months abroad, and

from the date of this order, and that the said off liqr be at liberty to ^™P^fy ^

■"■ •' secretary and

employ C, the late secretary of the above-named coy, for a period not go abroad,
exceeding three months from the date of this order, at a salary not
exceeding the rate of 200/. per ann. And it is ordered that the sd off
liqr, accompanied by the sd C, be at liberty to visit the sd tramways

at , and at , during a period of not more than twenty days

in the whole. And that the sd liqr be at liberty to visit the tramways

at • afsd, not exceeding twelve days in the whole. Tramivays

Trust Co., Chitty, J., 18 March, 1886.

Upon motion this day made unto this Ct by counsel for D. the off Form 312.



liqr of the above-named S. coy, and upon hearing counsel for H. and Liberty to

B., who claim to be creditors of the above-named coy, and upon read- employ (with-

ing the order dated the 14tli May, 1886, an afft of D. filed, &c., and an persou^to^ ^

afft of J., filed, &c.. This Ct dolh order that the applicant as such off carry on

liqr as afsd be at liberty to discontinue the employment of W. under abroad

the sd Order dated the 14th May, 1886, and also be at liberty to pay

to the sd W. his remuneration up to the date of such discontinuance

at the rate allowed by the sd Order. And it is ordered that the sd

D. as such off liqr be at liberty to employ for a jieriod of six months

or until further order (such period to commence on the day of his

arrival on the West Coast of Africa), L. of, &c., African agent, as

agent on the West Coast, without security, to take and hold possession

of the assets of the coy on the West Coast, and to carry on the business

of the coy there for the purpose of realizing the estate to advantage, and

may also be at liberty to employ for a period of six months, or until

further order, T. (formerly employed by the sd coy in West Africa) as

clerk, at the following salaries, namely : in the case of the sd L., at a



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