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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debts duo from D. & Son to the sd coy, by accepting from the sd

D. & Son the sum of 159^. IGs. Id., such sum to be in full settlement

of all accounts between the sd coy and the said D. & Son ; And it is

ordered that the applicant be at liberty to compromise the claim made

against the sd coy by W. & Co., by admitting them as creditors of the sd

coy for the sum of 585/. 10s. K)d., and also to compromise the claim of

the Birmingham District and Counties Banking Coy, Limtd, as lessors

against the sd coy by admitting the sd banking coy as creditors for

the sum of 1,538/. ; And it is further ordered that the accounts of the

applicant, as liqr of the sd coy, be taken in Chambers, and that his

first account be brought in forthwith down to the 31st March, 1891 ;

And it is further ordered that the remuneration to be a-llowed to the

sd S., as liqr of the sd coy, be assessed in Chambers. Hope Iron and

Steel Co., North, J., 19 June, 1891. A. 817.



Miscellaneous Orders. Form 792.



Upon the aj)plicon of S., the voluntary liqr appointed, &c., and uj)on Liberty to
reading the supervision order and writ in action, and copy statement <ieliver reply
of claim and counter-claim. Order that the sd S. be at liberty to deliver to triuL
a reply and proceed to trial in the sd action. Jablochkoff Co., Pear-
son, J., 20th May, 1884. A. 737.



{Title as in Form 1, adding " "W. and E., Garnishees.") Form 793.



Upon the applicon of J. and M., both of the city of Edinburgh, Order on

chartered accountants, the liqrs acting in the winding-up imder the garm-shees to
' . . o 1 pjjy (jg^) J to

supervision of the Ct of Session in Scotland, of the above-named coy, liquidators in

hnf tr referred to as the i udgment creditors, and upon hearing the p^otoh wmd-

J » ' 1 » iiig - up.

solors for the applicants, and upon reading the afft of J., filed the

3rd day of May, 1886, and the order 7iisi made herein, and dated the
3rd day of May, 1886, whereby it was ordered that all debts owing or
accruing due from the above-named garnishees to the above-named
judgment debtor should be attached to answer a judgment or order
recovered against the sd judgment debtor by the above-named judg-
ment creditors in the High Court of Justice, on the 5th day of April,
1886, for the sums of 1,000/. and interest, on which judgment or order
the sum of 600/. and interest remained due and unpaid ; It is ordered
that the sd garnishees do forthwith pay the sd judgment creditors the



686



WINDIN(;-Ui' UNDER SUPERVISION.



Form 794.

Gamisliee
order nisi.



debt due from them to the sd judgment debtor (or so mucb thof as
may be sufficient to satisfy the judgment debt), and that in default
thereof execution may issue for the same, and that the costs of this
applicon be pd by the judgment debtor. California Redwood Co.,
Pearson, J., 10 May, 1886.

In the High Ct, &:c. Chancery Division.
Mr. Justice Chitty at Chambers.

In the matter of the Cos Acts, 1862—1867 and 1877, and
In the matter of The Coy, Limtd,

W. P., Creditor.

H. W., Debtor,
and

A. and S., Garnishees.
Upon the applicon of W. P., the licp of the above-named coy under
supervision of this honourable Ct, and hearing the solor of the appli-
cant, and upon reading an order dated, &c., an order dated, <S:c., and
an afft of the sd W. P. filed, &c., It is ordered that all debts owing or
accruing from A., of, &c., and S., of, &c., to the above-named H. W.

be attached to answer the sum of 1., which by the sd order dated,

&c., the sd "W". P. recovered against the sd H. W., and also interest at

the rate of 4.1. p.c. p. a. on the sd /. from the \_date of orde7-~\ ; And

it is ordered that the sd A. and S., and also the sd H. AV. do resply
attend before Charles Burney, Esquire, the chief clerk of the Honor-
able Mr. Justice Chitty, at the chambers of the sd judge situate in
the Poyal Courts of Justice, Strand, London, Saturday, the 23rd Jan.
1886, at twelve o'clock at noon, to show cause why the sd A. and
S., or one of them, should not pay to the sd W. P. the debt due from
them to the sd H. W., or so much thof as may be sufficient to satisfy

the sd sum of 1, and interest afsd. Cwm Clock, Sfc. Co., Chitty, J.,

5th Jan. 1886.



Form 795.

Garnishee

order

absolute.



{Title as in last Form.)

Upon the applicon of W. P., the creditor, and hearing the solor
for the applicant, and upon reading the garnishee order 7iisi dated
the 5th Jan. 1886, whereby it was ordered that all debts \_recite
last Form down to ^^ date of order "^, and no one apj)earing for the sd
debtor or garnishees or either of them, although duly summoned to
appear pursuant to the sd order, as by afi'ts appear. It is ordered that
the sd garnishees or one of them do forthwith pay the sd creditor the
debt due from him to tlio sd debtor (or so much thof as may be suffi-
cient to satisfy the sd debt), and that in default thof execution may
issue for the same. Great Western Forest, Sfc. Co., Pearson, J., 23rd
Jan. 1886.



ACCOUNTS. 687

Upon the applicon of B., the liqr of, &c., by summons dated, and Form 796.
upon hearing the solors for the applicant, and upon hearing the respt q j . f . . i
S. in person, and upon reading the order dated, &c., to continue the examiuu.tion
winding-up of the above-named coy, subject to the supervision of the ° ooutnbu-
Ct, and an order dated the 7th of July, 1892, Order that the sd S., means.
who is one of the persons named in the sd order dated the 7th of July,
1892, do attend before the Registrar (Cos AVinding-up), at the Bank-
ruptcy Buildings, &c., at sucli time as such registrar may appoint, and
be orally examined as to whether any and what debts are owing to
him, and whether he has any and what other pi^ty or means of satisfy-
ing the sd order dated the 7th of July, 1892 ; And it is ordered that
the sd S. do produce any books or other documents in his possession
or power relating to the same before the sd registrar at the time of the
examination. Postage Stamp Co., 1892, P. 0105. Eeg., 7th Dec. 1892.



Upon the applicon of C, the voluntary liqr of the above-named coy. Form 796a.

and upon hearing, &c., and upon reading [^siipervisioti order and affts, Lib^p^^y ^g

a7id^ office copy return to Eegr of Joint Stock Cos dated, &c., pursuant liquidator to

to sect. 143 of the Cos Act, 1862, and the applicant undertaking to pay fo pu"^;J^J,'j!r

the sum of 1., the balance remaining in his hands in respect of on uudertak-

unclaimed dividends into the Cos Liquidation Account at the Bank of |^? '^ P^^,
England, if the sd sum shall not have been claimed on or before the Companies
of May, 1893. It is ordered that the applicant be at liberty to ^iquidation



deliver over to , the purchaser of the plant and stock of the above-
named coy, the trading books of account, railway rates books, wages
books, and trading contracts of the sd coy. Glendon Iron Co., 1891,
G-. 0242. Eeg., 28th Jan., 1893.

For order for cross-examination, see Economic Tire Office, Hood, Reg., 6th Dec, Other mis-

1895; for leave to boiTow, Za«^ -Se««-j^ies Co., V. Williams, J., 30th Oct., lS9o ; for cellaneou3

orders,
leave to consent to scheme of arrangement of another company, Mortgage Insurance

Corp., V. Williams, J., 6th Aug., 1895 ; for liberty to debenture -holder to pay money
into Court to indemnify liquidator for costs in action by applicant in company's
name. Hemp Yarn ^- Cordage Co., Hope, Eeg., 6th May, 1896 ; for stay of super-
vision proceedings, and payment of balance (after remuneration, &c.) to the company,
Preston, Davies, ^c. Co., Hope, Eeg., 12th Oct., 1896.

Accounts of Liquidator.

Sect. 15 of 1890, which requires the liquidator of a company the winding-up of Sect. 15 of
which is not concluded within a year after its commencement to send statements of 1890.
account to the Eegistrar of Joint Stock Companies, and to pay the unclaimed or
undistributed assets to the Companies Liquidation Account, &c., applies to
winding-up under supervision. Stock and Share, iS,-c. Co., (1894) 1 Ch. 736. For the
practice under the section, see Section I., Chap. XXIV.

Sect. 139 of 1862 requires the liquidator to convene a meeting of contributories Annual
every year, and submit an account thereto ; and this applies even when a super- account,
vision order has been made. Wright' s case. 5 Ch. 437. See also sect. 142 as to the



C8S



WINDING-UP UNDER SUPERVISION.



Order for
account.



Passing and
verifying.



final account. And as to both sections, see Section II., notes under Forms 748 and
764.

Moreover, the liquidator can at any time, on the application of a party interested,
be ordered by the Court to bring in his account. See IFriyht'' s case, 6 Ch. 443.

And it is not unusual for liquidators themselves to aj^ply to pass and vouch their
accounts.

As to leaving, passing, and verifying a liquidator's accounts, see R. 19 of 1862,
supra.

R. S. C. 1883, Ord. L. r. 23, provides : — The accounts of liquidators shall be
passed and verified in the same manner as is by this order directed as to receivers'
accounts.



Form 797. On the part of B., of



a creditor of the above-named coy, that



Summons to
compel liqui-
dator to bring
in his account.



A., the liqr of the sd coy, may Le ordered within seven days after
service to leave at the office of the registrar, Bankruptcy Buildings,
afsd, his \_thi7-d~\ account as sucli liqr, and that the sd A. may be
ordered to pay th.e costs of this ajDplicon.



Form 798.

Summons by
liquidator for
liberty to
bring in
account.



On the part of A. B., of, &c., the liqr of the above-named coy, that
he may be at liberty to carry in and pass his account as such, liqr

[from the foot of his last account up to the day of , or

as the case may be'], and that all proper directions may be given by
the Ct.



Form 799.

Summons by
surety for
liberty to
attend pass-
ing of
account.



Let, &c., on the part of N., one of the sureties for A., the liqr of the
above-named coy, that tbe sd N. may be at liberty to attend at his
own expense the passing of the accounts of the sd A. as such liqr.

In special cases, e.g., where the liquidator has become bankrupt, his surety may
obtain liberty to attend as above. See Birmingham Breiverg Co., 52 L. J. Ch. 358.



Form 800.

Order for
delivery of
account.



Upon the applicon, iS:c., Order that the [off] liqr do leave, &c., on or
before 5th Feb. 1880, or subsequently within seven days after service
upon him of this order, a full, true, and particular account, verified by
afft, of all moneys received by or allowed to the sd G. as such, joint
[off] liqr, or any person or persons by his order or to his use, and of
all payments made by him on account of or in respect of the sd coy for
the business transacted from the commencement of the winding-up.
And order him within four days after service to pay into the Bank of
England, to tlio account of the [off] liqr, 177/., genorally on account
of moneys belonging to the sd coy in his hands as such joint [off] liqr.
And costs of applicon reserved. Oakham Collieries, M. E., 22nd Jan.
1880. B. G8.



ACCOUNTS.



689



{Title.



Form 800a.



The first \_or as the case may he'] account of A., tlie liqr of tlio above- Form of
named coy, brought into Chambers in pursuance of tbo order dated ^°''°'"^*-

the day of , of his receipts, and payments, and allowances as

such liqr, from the day of to the day of .

Eeceipts.



No. of
Item.


Date when

received.


Names of Persons
from whom received.


On what Account
received.


Amount received.










£ s. d.



Payments and Allowances.



No. of
Item.


Date when paid
or allowed.


Names of Persons to
whom paid or allowed.


For what purpose
paid or allowed.


Amount paid or
allowed.










£ s. d.



Summary.

Total amount received on this account £ : :

Total amount of payments and allowances on

this account £ : :

Balance due from the liqr and now in
the Bank of England to the credit of
the liqr £ : :

The svimmary must of course vary according to circumstances, but the above
form is in accordance, mutatis mutandis, with App. L. 14, to R. S. C. 1883.

At the hearing of the summons the liquidator will attend and vouch the account,
and the summons will be adjourned from time to time as may be necessary. Under
Ord. L. rr. 20, 23, the account must be verified by the liquidator's affidavit before
it is left at Chambers. The affidavit is to be as follows (Ord. L. r. 20, as amended
by Orders of October, 1884), but see note, infra.



Formal parts: see Form 11. Form 800b.

I, , of , the off liqr of the above-named coy, make oath and Affidavit of

say as follows: — 1. I have not, nor hath nor have any person or no receipts or
persons by my order, or to my knowledge or belief, for my use as since last

p^ Y Y account.



690



WINDING-UP UNDER SUPERVISION.



such, off llqr as afsd, received any sum or sums of money, nor any
interest, discount, or accretion in respect tliof, or made any payment
or payments whatsoever on account or in respect of the above-named

coy, since the day of , the date of the closing of my fifth

account herein. 2. [As to sureties].



Form 801. Formal parts : see Form 10.

Summons to ^^ ^^^ P^^^ ^^ ^-j ^^^ ^^^ ^f the above-named coy, that he may

extend time have fourteen days' further time to leave in my Chambers his [first]

to leuve .

account. account as such liqr, pursuant to the order dated, &c.



Form 802. I, C, of , accountant, the liqr of the above-named coy, make

■ oath and say as follows : —

1 . The account marked with the letter A produced and shown to me
at the time of swearing this my afft, and purporting to be an account
of the receipts and payments by me as such liqr, from the 7th day of
Jan. 189 — , to the 6th day of July, 189 — , both inclusive, contains a
true account of all and every sum or sums of money [and of all inte-
rest, discount, and accretions in respect thereof] 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 sd coy : except what is included as received
in the former account \_or accounts] sworn by me.

2. The several sums of money mentd in the sd account hereby verified
to have been pd and allowed, have been actually and truly so pd and
allowed for the several purposes in the sd account mentd.

3. The sd account is just and true in all and every the items and
particulars therein contained according to the best of my knowledge
and belief.



Affidavit
verifying
account.



The affidavit must refer to the books as exhibits, andthememorandiim of identity
will state that : "This and the preceding- [10] pages contain the account entered in

the book marked A, mentioned and referred to in the affidavit of , sworn in

• these mattoi-s before me by the said this day of ."

When the account had been settled the liquidator's solicitor had it copied out in
duplicate books, and in due course the chief clerk [now the registrar] made a certi-
ficate of allowance as follows [Form S02b], and also signed at the foot of the
accounts a note stating that :

" This is the account mentioned in my certificate dated the day of .

A. B. Chief Clerk." [now "Registrar."]



Form 802a. ^^ ^^lo P^^'^ of A. B., of, &c., liqr of the above-named coy, to proceed

~ on his first [or as the case may he^ account herein,

nummons to ./ j

proceed on i\t the time iippointed the account .slutuld bo left, duly verified as below men-

■* tioiicd, and a sumiaons taken out as above.



ACCOUNTS. 601

In pursuanco of tlio directions given to nao by the Honourahlo Mv. Form 802b.

Justice , I herohy certify tlaat in pursuance of tlio order made in Certificate as

these matters, dated the day of , A., the person appointed to liquidator's

[off] liqr of the above-named coy, has rendered his ffii'st] account as ^'^*^°^^ •'^•
such off liqr of his receipts and payments and allowances in respect of

the sd coy from the time of his appointment [_or as from] the day

of to the day of , and such account has been passed

and duly entered pursuant to the general orders, and is verified by the

affdt of the sd [off] liqr filed the day of . The sd receipts

amount altogether to the sum. of 31G/. l.s. 9r/., and the sd payments and
allowances to the sum of 471. 12.9. Od., and there is due from the sd
[off] liqr, as the balance of his first account, the sum of 268/. 9s. 9(1.,
■which sum the sd [off] liqr is to account for in his next account.

There was, on the 1st day of May, 1883, standing in the Bank of
England to the credit of the account of the [off] liqr the sum of
266/. 5s. 6d., as appears by the deputy cashier's certificate dated the
4th day of May, 1883, and the sd [off] liqr has in his hands the sura
of 21. 4s. 3d.



In pursuance, &:c., the sd receipts amount altogether to the sum of Form 802e.
300/., which being added to the sum of 1,700/., the balance due from Another
the sd [off] liqr on his last account, and standing to the credit of certificate,
the sd [off] liqr at the Bank of England, they make together the
sum of £2,000

The sd payments and allowances amount to the sum of ... . 400

And there is due from the sd [off] liqr as the balance of such

account the sum of 1 , 600

Which sum of 1,600/. was standing, &c.



In pursuance, &c., the sd [off] liqr has not received anything from Form 802d.

the foot of his third account up to and including the day of . Another

The sd payments amount, &c. cei-tificate

■^ ^ wnero no

receipts.

In pursuance, &c. £ s. d. Form 802e.

The sd receipts amount altogether to the sum of ... . 9 710 Certificate on

To which being added the balance due from the sd passms^ final

[off] liqr, on passing his third account, amounting

to the sum of 225 6 10

They make together the sum of 234 14 8

The payments and allowances also amount to the like

sum of 234 14 8

And there is not anything remaining due to or from the sd [off] liqr
on the balance of such fourth and final account.



account.



Y Y '^



692



WINDIXG-UP UNDER SUPERVISION.



The i)ayments allowed in the sd account include the sum of 1, to

the sd H. in respect of his remuneration as such [off] liqr as afsd.

The pajTnents allowed in the sd account also include the sum of

/., being the amount of dividends unclaimed and pd into Ct to the

credit of these matters, pursuant to [Rule 25 of the Chancery Funds
Consolidated Rules, 1874]. And I hby certify that the affairs of the
sd coy have been completely wound up.



Fixing by
Coiirt.



Increasinc



Taxation.



Remuneration.

The Court is sometimes asked to fix the remuneration of the liquidators. It has
jurisdiction under sects. 93, 151 of 1862. And see Cannan^s Claim, 7 Eq. 102, and
the following forms.

Moreover, where a voluntary liquidator has been appointed at a specified remu-
neration, the Court, after a supervision order, has power to increase it in a proper
case. Northern Counties Banh, Chitty, J., at chambers, 15th March, 1883. And
the supervision order now almost invariably requires the liquidator's remuneration
to be brought in for taxation. See Form 768, supra, and the note thereto. The
tendency now is to give the liquidator remuneration on the scale applying to
official receivers.



Form 803. Upon the applicon of C, the liqr of coy, and upon hearing the solors

for the applicants and for D., the person appointed to represent the

remuneration creditors, and upon reading an order dated 18th July, 1876, the affir-

of liquidators, mation of the sd C, filed, kc. Order that the sum of 1, be allowed

the sd liqr for his services as liqr from the 1st July, 1876, to the 31st
March, 1877, both inclusive, and that he be at liberty to retain the
same out of the assets of the sd bank. And order that the costs of this
applicon be costs in the winding-up. Oriental Commercial Bank,
Bacon, V.-C, 18th April, 1877. B. 678.

For order containing declaration as to right to remuneration under special agree-
ment, see Yuruari Co. (1891, Y. 0379), Vaughan Williams, J., 30th June, 1896.



Form 804.

Order fixing
remuneration
of liquidator.



Upon the applicon of B., W., and S., the liqrs of the above coy, and
upon hearing the solors for the applicants, and upon reading, &c.,
Order that the remuneration of the liqrs of the coy be allowed at the
rate of 4 p.c. upon the first 10,000Z. of the realized assets of the sd coj^,
and at the rate of 3 p.c. upon such assets bej'ond the sd 10,000^. up to
20,000/. And order that the sd liqrs be at liberty to retain the sd
rcmunoration out of the assets of tlie coy, and to apply for further
remuneration in respect of any assets realized beyond 20,00CV. Rad-
cliffe Investment Co., Bacon, V.-C, 2Gth April, 187o. B. G94. [Super-
vision Order, 7(h June, 1873.]



COSTS. 693

Upon tho applicon of A. and S., tho surviving' liqrs of tho coy, and Form 805.

tipon hearing tho solors for the applicants, and reading: tlie order TT'. Ti
i- '=' Li.' o Order allow-

dated 26th April, 187.5, order dated 21st April, 1877, order dated 29th iiij>- liqui-

Jan. 1878, and 4th Jan. 1880, and it appearing the realized assets of '^''^"^'' furtlicr
, „ T , , remuneration,

the coy exceed 20,000/., Order that the remuneration of the sd liqrs be

allowed at 2 J p.c. upon 4,994/., tho amount of tho realized assets of

the coy in excess of 20,000/., and upon all other sums, if any, realized

by the sd liqrs, and that the sd liqrs be at liberty to retain their sd

remuneration out of the assets of the sd coy. Radcliffe Investment Co.,

Bacon, V.-C, 8th May, 1882. B. 847.

Upon the two several applicons of the liqr of the sd coy, and upon Form 806.

hearing tho solors for the applicant, Order that the applicant be at y ., 7

liberty to convene a meeting of the creditors thof for the purpose of convene

submittine: to them and obtainins: their sanction to an arrana-ement ™^*i*'"o oi

° , ^ _ _ ° creditors as to

between the creditors and the applicant with respect to his future remuneration.

remuneration as such liqr. Credit Co. and another co., Kay, J., 29tli

May, 1883. A. 829.

The advertisement was as follows : —

In the High Ct, &c. Form 807.

In the matter of the Cos Acts, 1862 and 1867, "T-, 7-

, ' ' Advertise-

^^*-'- ment of meet-

In the matter of the Joint Stock Ai-rangement Act, 1870, ing as to

and remuneration.

In the matter of the Credit Coy, Limtd.
Notice is hereby given that the Hon. Mr. Justice Kay has directed a
meeting of the creditors of the above-named coy to be summoned pur-
suant to the above statutes, for the purpose of ascertaining their wishes
as to an agreement intended to be entered into with Mr. D., the liqr
of the coy, with respect to an allowance to be made to him out of the
dividends payable to creditors, as an addition to his remuneration, and
that such meeting will be held at the Cannon Street Hotel, in the City
of London, on Thursday, the 14th day of June instant, at twelve o'clock
at noon, at which time and place all the creditors of the sd coy are
requested to attend.

The sd judge has appointed Mr. E. M., of , to act as chairman

of the sd meeting.

Dated the 5th day of June, 1883.

E. J. D., Liqr.

Costs.

Sect. 144 of 1862 proA-idcs — All costs, charges, and expenses properly incuiTcd in Priority,
the voluntary winding-up of a company, including the remuneration of the liqui-
dators, shall be payable out of the assets of the company in priority to all other
claims. [See notes to this section in Section II.]



C94



WINDING-UP UNDER SUPERVISION.



Taxation .



Where a supervision order is made on a creditor's petition, the costs of the liqui-
dator incurred previously are payable in priority to the petitioner's costs of obtaining
the order ; but those costs rank before liquidator's costs subsequently incurred.
mw York Exchange Co., (1893) 1 Ch. 371.

Sometimes the liquidator's costs, &c., are taxed in the winding-up, but under the
old practice he very commonly paid them without taxation, upon an undertaking
from the solicitor as mentioned in Section II. ; but see notes to next form.



Form 808.

Taxation of
costs.



Ui^on the applicon of L., the liqr of coy, by summons dated 15th
June, 1877, and upon hearing the solor for the sd liqr and for N., a
debenture-holder of coy, and upon reading, &c., and an order dated
Gth Nov. 1875, It is ordered \_usual order for taxation of liqr'' s costs, Sj-c,



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