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costs of such off liqr relating to the conservation and realization of the
ppty of the sd coy situate in the county of C. And order that the
costs, charges, and expenses of the sd H. V. of and incident to such
taxation and of this applicon be taxed, and when so taxed be paid by
the sd off liqr out of such assets of the sd coy (if any) as may be
available for that purpose. And order that the costs of the applicants
of this applicon be paid by the off liqr, and be included and allowed
in his own costs. And order that the costs of the off liqr of this
apijlicon be costs in the winding-up. Cornish Consolidated, Sfc. Corpo-
ration, Malins, V.-C, 11th April, 1878. A. 724.

Formerly a creditors' representative was very commonly appointed, but even
under the old practice such an appointment was rarely made except for some
limited purpose. See Maclver's Claim, 5 Ch. 424 ; 23 L. T. 38 ; 18 W. R. 794.
One was appointed in He Hansard Union, 2nd Nov. 1891, Chitty, J., A. 1449.
Form 145.



Form 662.

Tax costs, in-
cluding co.sts
of action.



Tax, (fee, including, &c., and including the plff's costs of the action
brought by the above-named coy against G. and others, now pending
in this Ct, the distinctive mark to such action being, &c., as between
solor and client ; but in taxing, &c. Lishoii Steam Tramways Co.,
Limtd, Malins, V.-C, 15th June, 1878. B. 1158.



Form 662a Order that the applicant, the sd D., do pay to the sd respts L. and

■ W. their costs of this applicon, such costs to be taxed. And that the

lia idat°o^r to applicant be at liberty to recoup himself out of the present or any future
pay costs and assets of the above-named coy the amount of the costs so ordered to be
recoup out o ^^ -^^ '\nm. as afsd, and his own costs of this applicon. Borough Com-
mercial, &fc. Soc, 1892, B. 1199. Vaughan Williams, J., 14 Feb., 1893.



Form 663.

Order to tax,
including
costs of
appeal.



Tax, &c., and also including the costs of and relating to the appeal
in the case of P. W., and J., and II., contributories of the sd coy.
Wincham, Ship, §-c. Co., Bacon, V.-C, 3rd June, 1878. B. 1085. See
Silver Valley Mines, uhi supra.



Form 664.

Order where
chan^^o of
BoIicitorH.



Upon the applicon of Messrs. M. and M., the late solors for W., the
off licp- of coy, and upon hearing the ajiplicants and the now solors for
the sd off liqr, and upon reading the order dated, &c.. Refer it, &c., to
tax the costs, cliarg(!S, and expenses of the sd W., as such off liqr as
afsd, during the time when the sd applicants were his solors, from the



COSTS. 573

1 7tli June, 1876, down to 14tli June, 1877, when the now solors of the sd
off liqr were appointed, including therein the costs of the applicon and
of this order, and in taxing such costs [regard co)npromise~\. Lisbon
Steam Tramways, Malins, V.-C, 20th Juno, 1877. B. 1127.

Where the official liquidator changes his solicitors and the assets are not sufficient
to pay the whole of the costs of the successive solicitors, the solicitors will, as a
general rule, be paid rateably so far as the assets will extend. In re Audley Hall,
^c. Co., 6 Eq. 2-15 ; 37 L. J. Ch. 901.

Tax, (Src., from the foot of the last taxation, including therein the Form 665.

final order to dissolve the above coy, but in taxing such costs, &c. r~^ r~

Proprietors of Kingston Co., Chitty, J., 9th Feb. 1883. A. 138. costs up to

dissolution.

1. "We, each speaking positively for himself, and to the best of his Form 666.

knowledge and behef as to other persons, say : that we have not, nor Affidavit as to

have nor has either of us, nor have nor has any other persons or per- costs received

son by our or either of our order, or for our or either of our use, re- ^° respec o

"^ ' _ ' compromises,

ceived any sum or sums of money in respect of the costs of the [off] &c.

liqr of the above-named coy [save and except the sums mentd in the

first schedule hereto].

2. And we, each speaking, &c., any sum or sums of money in respect
of the costs of compromises with any contributories of the sd coy or
otherwise [save the sums mentd in the second schedule hereto].

An affidavit by the liquidator and his solicitor, as above, is requisite on taxation.

No. — of 189—. Form 667.



High Court of Justice. \

Cos (Winding-up), Bankruptcy Buildings, from'^regis-

Carey Street, W.C., , 189 — . trar's office

In the Matter of the Cos Acts, 1862 to 1890, We Mil for

and taxation

In the Matter of . . j}'^'' °*"^1

receiver

The bills of costs, the taxation whereof is directed by the order concerned.

made in the above-mentd matters on the of , 189 — , are to

be left at the office of the off recr, 33, Carey Street, W.C, on or
before day, the of , 189 — .

See Rr. 23 and 24 of 1890, and note thereto, si(j)ra.

[Address and Title as above.'] Form 668.



The bills of costs, the taxation whereof is directed by the order made Notice
in the above-mentd matters on the of , 189 — , are (with all f™°^ regis-

LFtir S oftlCG

necessary papers and vouchers) to be left at this office on or before the where biU not

• day of , 189—. to be lodged

•^ with official



574
Form 669.

Notioe (from
registrar's
office) of
taxation.



WINDING-UP BY THE COURT. [ChAP. XL VI II.



day of



189-



(Address and title as above.)

The taxation, pursuant to order dated tlie

[or, of the bill of costs of Messrs. ], will be proceeded with on

day, the of , 189 — , at o'clock.

To the Off Eecr .

To the Liqr [_or as rtiay Z>e].



Form 670.

Certificate of
taxation.
Form 10 of
1890.



(Title.)

I hby certify that I have taxed the bill of costs [or charges] \^or
expenses] of Mr. C. D. \_here state capaciti/ in lohich emjiloyed or engayed~\

\ivhere necessary add, " pursuant to an order of the Ct, dated the ■

day of , 189 — "], and have allowed the same at the sum of

pounds shillings and pence [tvhere necessary add, " which



sum is to be pd to the sd 0. D. by —

Dated this day of , 189-

£ : : —



— , as directed by the sd order"].
Taxing Master [or Registrar].



Form 671. High Ct of Justice. — Chancery Division.



Certificate of
taxation
under an
order, where
fund in Court.



189—. No.



In pursuance of an order dated, &c., I have been attended by the

solors for , and I certify that I have taxed the costs specified in

the schedule subjoined hereto, directed to be taxed by the sd order, at
the sums resply stated in the schedule ; which sums, with the fees of
taxation specified (if any), amount to the total sum of 1.

Dated this day of , 189 — .

H., Eegr, Cos (Winding-up).

Schedule.

The schedule is divided into three columns, headed — "Costs of"; "Payable
to"; " Amount of taxed costs and fees." The second column is sub-divided, the
sub-divisions being headed — "Name " and " Address."

The above form is used in liquidations, and also in debenture actions.



Form 672.



Another cer-
tificate under
an ord( r to
tux, whoio no
fund in Court.



{Full ordinary title.)

In pursuance of an order in this matter dated, &c. I hereby certify
that I have been attended by the respive solors for the applicant, E. C.
(the legal p(;rsonal representative of G. C), and for X., the liqr of the
above-named coy, and the bill of costs of the sd E. C. by the sd order

directed to be taxed, I have taxed at the sum of 1., including the

fees of taxation.

Dated the day of , 189—.

H., Eegr.



COSTS. 575

And I find that tlio sum of 130^. has been received in respect of Form 673.

compromises with contributories or otherwise, which being: deducted x^- ,.

^ . inndiii;^ in

from the sd sum of 400^., there remains the sum of 270^., which is due certifioutc aa

in respect of such costs. All which I humbly certify to this Honour- ^^-'^^'T'?. ^^'

able Ct. contribu-

tories.

In pursuance of the order made herein, dated the day of , Form 674.

189 — , I hby certify that I have taxed at the sum of /. the costs 7 7},

thereby directed to be taxed, after having regard to the sum of /.,

received in respect of costs of compromises with contributories or
otherwise.

Dated this day of , 189—.

, Registrar.

The evidence read consists of an afft of , filed day of ,

189—.



And I find by the afft of S., filed this of , that not any Form 675.

sums of money whatever have been received in this respect of com- 7 Tj
promises with contributories or otherwise. All which I humbly certify sums received.
to this Honourable Ct.



(Full ordinary title.) j,^^^ g^g

I have considered the bill of costs of Messrs. , the solors em- Approval of

ployed by the off recr and liqr of the above-named coy, in the above ^^ j.^^^j'^.'J ,
matter [or "the auctioneers," &c., or as the case may ie] of and (under R. 28
consequent on the liquidation of the sd coy \or^ ivhere the solor^s ^^M^^'^^A^^'^)
authority has been linitd to certain specified transactions, continue as order to tax.
folloios : — "relating to (1) taking counsel's opinion as to the liability
of the vendors in respect of breach of contract and generally upon the
legal position of the coy at the date of the winding-up order ; (2) taking

proceedings against , of , for recovery of a book debt of

/." ; or, " (1) obtaining an order for examination, under sect. 115,

of directors and others, and employing counsel for the purpose if
necessary ; (2) advising with regard to the syndicate's interest in the

Coy, Limtd," or as the case may be~\, and I have allowed the same

at the sum of /., including the fees of taxation [or, " and I have

allowed the bill of costs numbered (1) at the sum of /., and the

remainder at • 1., which together (including the fees of taxation)

amount to /."].

Dated the day of , 189—.

H., Eegr.



576



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



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COSTS. 577



Payment of Costs.

No summons or separate order, as under the old practice, is necessary.

The ofiScial receiver pays the amount out of a fund in liis hands.

An outside liquidator applies to the Board of Trade for a cheque, which is issued
without prejudice as to whether the amount will be allowed in his accounts. See
Chap. XXV.

Fees.

As to fees generally, in case of a winding-up, see Order of 17th Dec. 1891, as
amended by the Order of 28th July, 1892 (both in Appendix).

By an Order of 24th June, 1892 (also in Appendix), provision is made for taking
reduced fees where the head office of the company is out of England, and the liqui-
dation takes place partly in England and partly elsewhere.

See also Treasury Regulation of 10th June, 1891 (Appendix), as to the remission
of fees, which would, if levied, be payable out of money provided by Parliament.

As to reduction of fees in certain cases, see Order of 31 Aug., 1893, in Appendix.

Stamp Duties.

Sect. 16 of Finance Act, 1895.— Sect. 144 of the Bankruptcy Act, 1883 (which
exempts from stamp duty certain documents relating to the estates of bank-
rupts and to bankruptcies), shall apply to the estates of companies wound up by
order of the Court under the Companies Winding-up Act, 1890, and to such winding-
up, in like manner as if the company were a bankrupt and the winding-up were a
bankruptcy ; and proceedings under sect. 15 of the latter Act shall for this purpose
be part of the proceedings in the winding-uii.

Sect. 144 of Bankruptcy Act, 1883. — Every deed, conveyance, assignment,
surrender, admission, or other assurance relating solely to freehold, copyhold,
or customary property, or to any mortgage, charge, or other incumbrance on, or
any estate, right, or interest in any real or personal property which is part of the
estate of any bankrupt, and which, after the execution of the deed, conveyance,
assignment, surrender, admission or other assurance, either at law or in equity, is
or remains the estate of the bankrupt or of the trustee under the bankruptcy, and
every power of attorney, proxy paper, writ, order, certificate, afBdavit, bond, or
other instrument, or -writing relating solely to the property of any bankrupt, or to
any proceeding under any banki'uptcy, shall be exempt from stamp duty, except in
respect of fees under this Act.



P. P P



578



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



CHAPTER XLIX.

APPEALS AND SPECIAL CASE.



Appeals from the Official Receiver.

No general The Companies (Winding-up) Act, 1890, does not (as in the case of a liquidator

right. (see sect. 24)) give a general right to appeal from the decisions of the official

receiver, acting as such.

When But an appeal from the official receiver " to the Court " is expressly allowed in

allowed. ^-j^q following cases : —

(a.) By any person making or concurring in making the statement of affairs and
affidavit of verification thereof, in respect of the costs and expenses incurred in and
about the preparation and making of such statement and affidavit, to he allowed,
and to be paid by the official receiver, out of the assets of the company. See
sect. 7 (4) of 1890, and Chap. XVI.

(b.) From the decision of the official receiver^ or his deputy, as chairman of the
first meeting of creditors, admitting or rejecting a proof for the purpose of voting.
See Sched. I. (R. 11 and R. 7) to the Act of 1890, and Chap. XVII. The rule does
not say who may appeal. But the creditor whose proof is rejected may cleai-ly appeal
from the rejection, and as the appeal lies from the admission of a proof, a creditor or
a contributory may no doubt appeal from the decision admitting it.

As to appeal in the case of admission of a proof for the piu-poses of dividend, see
infra, and Canadian, Pacijie, ^-e. Co., 40 W. R. 40.

(c.) At the instance of a creditor or contributoiy, from a decision of the official
receiver in respect of a proof for purpose of dividend. See Rr. Ill, 115 of 1890;
and Chap. XXXVII. ; and see R. 113, as to expunging or reducing a proof.

There is also an appeal from the official receiver when acting as liquidator, but
this is governed by the practice as to appeals from liquidator, as to which, see infra.
As to the practice on appeals from decisions as to proofs, see Chap. XXXVII.

Time for R. 170 of 1890. — . . An appeal in the High Court against a decision of the

appealing. Board of Trade, or an appeal to the Court from an act or decision of the official

receiver shall be brought within twenty- one days from the time when the decision
or act appealed against is done, pronounced, or made.

Whereheard. E. 3 (1) of April, 1892. — The following matters and applications shall be heard
boff)rc the judge of the High Court in open Court. . . (b) Appeals from the
Board of Trade and official receiver to the High Court. .

[Appeals from the official receiver to the High Court, 'wliich by this rule are to bo
heard before the judge in open Court, are only appeals from the official receiver
acting as such, and do not include appeals from the official receiver when acting as
liquidator ; niiplications by way of appeal from his decisions as liquidator must be
made in Chambers. National JFholemeal Co., (1892) 2 Ch. 457.]



APPEALS AND SPECIAL CASE. 579

R. 5 of 1890. — In Courts other than the High Court, the following- matters and
applications to the Court shall be heard in open Court. . . (e) Appeals from the
official receiver aud Board of Trade, (f ) Appeals from, any decision or act of the
liquidator, (is) Applications relating to the admission or rejection of proofs.

K. 5 of April, 1892.— Applications in Court, other than petitions, shall be made How applica-
by motion, notice of which shall be served on every person against whom an order '-^"^^ made.
is sought not less than two clear days before the day named in the notice for hearing
the motion.

[This rule only applies to the High Court.]

B. 121 of 1890. — The official receiver shall in no case be personally liable for costs Costs,
in relation to an appeal from his decision rejecting any pi'oof wholly or in part.

But in other cases, e.ff., appeals from the admission of a proof, the official receiver
may be ordered to pay costs— personally as between himself and the applicant,
though his costs will probably be recouped by the Board of Trade.

And even in the case of appeals from rejection of proofs, the applicant's costs —
not of the proof, but of the appeal — may be ordered to be paid out of the assets.
National Wholemeal Co., uhi supra.



{Title.) Formers.



Take notice that the Ct will be moved before his Lordship, Mr. Notice of

Justice Vaughan AVilliams, on ■ day, the day of , 189—, appeal motion

at half-past ten of the clock in the forenoon of that day, or so soon of official
thereafter as counsel can be heard, by Mr. A., as counsel on behalf of receiver.
X., a creditor [or contributory] of the above-named coy, by way of
appeal from the following act [o7' decision] of the off recr in the above
matters, that is to say \_state act or decision complained o/'], And
that it may be ordered that [_sfate ic/iat is )-equired~\, or that such other
order may be made as to the Ct shall seem meet. Dated, &c.

To Mr. a. S. B., Off Eecr in Cos Liquidation,
33, Carey Street, Lincoln's Inn, W. C,
And to his solors.



Appeals from the Board of Trade.

The Act of 1890 does not give a general right to appeal from decisions of the No general
Board of Trade, but—' right.

(a) ' ' Any person dissatisfied with the decision of the Board of Trade in respect TVlien
of any claim made in j)ursuance of this section (sect. 15 of 1890) may appeal to the allowed.
Siffh Court.'' Sect. 15 (5) of 1890.

(b) The granting or refusal, by the Board of Trade, of the release of a liquidator
(including the official receiver) is "subject ... to an appeal to the Hiffh
Court.'' Sect. 22 of 1890.

As to such appeals in the High Court being in open Court, see E,. 3 of April,
1892, supra.

And as to the time for appealmg to the High Court, see R. 170 of 1890, supra.

As to appeals in the High Court being by motion, see R. 5 of April, 1892, supra.

The above-named appeals are to the Mif/h Court, aud it seems questionable whether
any power is given to other Coiirts to entertain appeals from the Board of Trade,
even where the liquidation is not in the High Court.

vv2



580



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



E. 5 of 1890 (supra), however, contemplates appeals from the Board of Trade to
Courts other than the High Court, and sect. 1 (6) of 1890 (supra, p. 14) may be
sufficient to extend to these Courts the jurisdiction of the High Court to entertain
appeals from the Board of Trade.



Appeal to
Court.



"Person
aggrieved."



How applica-
tion made.



Time for
appealing.



Appeals from the Liquidator.

Sect. 24 of 1890. — If any person is aggrieved by any act or decision of the
liquidator of a company which is being wound up by order of the Court, he may
apply to the Court, and the Court may confirm, reverse, or modify the act or
decision complained of, and make such order in the premises as it thinks just.

As to who is a person "aggrieved," see Hx parte Zearoi/d, 10 Ch. Div. 3 ; Ex parte
Ditton, 11 Ch. D. 56 ; Ex parte Sidchotham, 14 Ch. D. 458; Ex parte Castle Mail Co.,
18 Q. B. Div. 154 ; Ex parte Official Receiver, Re Reed^- Co., 19 Q. B. Div. 174 ; and
Wms. on Bankruptcy, p. 282.

It must be remembered that the official receiver is liquidator during any vacancy
in the office of liquidator. Sect. 4 (4). He is also provisional liquidator from the
date of the winding-up order till another liquidator is appointed (sect. 4 (2) ), and in
case a liquidator is not appointed by the Court, the official receiver is liquidator.
Sect. 6 (3).

In the Kioles of 1890, " liquidator " includes an official receiver when acting as
liquidator. E. 2 of 1890.

As to applications by way of appeal from a liquidator in respect of his decision as
to a proof, see Chap. XXXVII. ; Canadian Pacific, ^-c. Co., 40 "W. R. 40.

The apphcation in the High Court, not being one of the matters to be heard in
Court, may be heard and determined in Chambers. R. 3 of 1892. The application
is by summons (R. 4 of April, 1892), even when the official receiver is liquidator.
National Wholemeal Co., ttbi supra.

In Courts other than the High Court ' ' appeals from any decision or act of the
liquidator" shall be heard in open Court. R. 5 of 1890.

No time is limited for bringing the appeal, except in the case of a proof (see
Chap. XXXVII.), unless, perhaps, when the official receiver is liquidator. R. 170
of 1890. But, by analogy to R. 190, and the practice in case of proofs, twenty-
one days will probably be fixed as the proper time.



Form 679.

Summons on
appeal from
liquidator.



{Tide.)

Lot A. B. of, &c., the [olf recr and] liqr of tlie above-named coy
attend at tlie office of tlie Registrar, &c. on the hearing of an applicon
T)y C. D., of, &c., a creditor of the sd coy [or as the case may be~\, that
tho following act [or decision] of the sd [off recr and] liqr, that is to
say [state act or decision complaijied of\ may be reversed or modified,
and that in lieu thof it may be ordered that [state order required^, or
that such order may be made in the premises as the Ct shall think just.

To A. V,. of, &c.

Tho [Off liecr and] Li(j[r of tho above-named coy.

And to his soKcitors.



APPEALS AND SPECIAL CASE. 581

Appeals from the Registrar.

As to the meaning' of " registrar" in the High Court and Liverpool and Man- Meaning of
Chester District Registries, see R. 35 (1) of 1892. As to "registrar" iu County "registrar."
Courts and other Courts, see R. 2 of 1890.

As to adjournments from the registrar to the Court, see (High Court) R. 4 of Adjournment
1892 ; (other Courts) R. 6 of 1890. In Courts other than the High Court the adjourn- to judge,
ment takes place only if the judge or " all the contending parties require" it ; but
in the High Coiu-t, as under the general practice (sec An. Pr. (1897), 1014), it seems
that any party may insist on an adjournment to the judge. However this may be,
in practice no objection is ever made by the registrar to an adjournment to the
judge.

Where the registrar has actually made an order, the proper proceeding seems to Motion to
be to move before the judge to discharge the oi'der. The jm-isdiction is, under discharge.
sect. 2 of 1890, and the Order of the L. C. of 26th March, 1892, vested in the judge.
Although, under R. 4 of Api-il, 1892, "■ the registrar may, under the general or special
directions of the judge, hear and determine any application or matter in the High
Court which, under the Acts and Rules, may be heard and determined in Chambers,"
the order of the registrar, like that of the master [formerly chief clerk] under
R. S. C, Ord. LV., r. 15, is the order of the judge, in which case sect. 50 of the
Jud. Act, 1873, applies. The time for moving to discharge is now 14 days, except
by special leave.

As to leave to appeal from interlocutory orders, see Jud. Act, 1894, s. 1 ; An. Leave to
Pr. (1897), 149, 1073., appeah



Appeal from the Judge in Chambers.

Summonses are frequently heard by the judge himself in chambers, and if they Motion to
are not adjourned into Court, parties dissatisfied Avith the order must move in Court discharge,
before him to discharge it, or obtain a certificate that the judge refuses to hear any
further argument, as under the ordinary practice of the Chancery Division.

And appeals direct from the judge in chambers should not be taken to the Court Direct appeals



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