Charles Mac Naughten Sir Francis Beaufort Palmer.

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

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Ledger Credit. The sd matter, " Proceeds of Sale."

[TAtf resi of the schedule is like that used in an ordinary sale hy the
High Court.']



It is hby certified that the funds specified hereunder were lodged or Form 298.
transferred to the account of the paymaster-general, for and on behalf Paymaster-

of the Supreme Ct of Judicature, by on the 1884, under an 8^^^^

order dated , and that pursuant thereto the sd funds have been

placed in the book of this office to the ledger credit of " In the matter,"
&c., money two hundred pounds.

Upon the applicon of the off liqr. Order that the sd off liqr be at Ponn 299.
liberty to execute an assignment under the seal of the coy of the Liberty to
premises 227, Street, in the county of , to N. for all the execute

B B 2



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372 WINDIKQ-UP BY THE COURT. [ChAP. XXIX.

residue of the term subsisting therein and in consideration of /.,

such assignment to be settled by the judge in case the parties differ ;
and upon such payment of the sd sum of 35/. the sd N. is to be let into
immediate possession of the sd premises ; and costs of oS. liqr of and
incident to the applicon to be costs in the winding-up. Devon and
Cornwall Co,, Pearson, J., 12th April, 1883. A. 1883.



Form 300.

Approyal of
ooayejanoes.



Upon the applicon of the off liqr, &c., and the judge being of
opinion that the four several indentures hnftr mentd are fit and
proper deeds to be executed by the applicant, and that it is fit and
proper that the seal of the coy should be affixed thereto, Order that the
applicant be at liberty to execute such indentures accordingly, and
also to affix the seal of the sd coy to the same several four indentures
being made between the several persons as parties thereto hnftr
mentd, that is to say,

1. The conveyance of the Alexandra Palace Estate, made be-
tween, &c.

2. The conveyance of the land at, &c., made between, &o.

3. The conveyance, &c.

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



Form 301.

Direction to
liquidator to
concur in sale
\>j trustees
for debenture
holders.



Upon the applicon of B., G. and C, the trees for the debenture
holders of coy and mortgagees of the L. collieries under a certain
indenture, dated, &c., and upon hearing the solors for the applicants
and for the liqrs of the sd coy, &c.. Order that the contract dated
4th Dec. 1877, for the sale of the ppty comprised in the sd con-
tract, forming part of the ppty of the sd coy be confirmed. And
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 applicon
and consequent thereon, and of executing the necessary deeds assign-
ing the ppty to the purchaser, to be taxed by the taxing-master in case
the parties differ about the same. Llanganneck Collieries Co., M. B.,
13th Dec. 1877. B. 2062.



Form 302. Upon the applicon of K. and B., the trees for the debenture

Libert to ^lolders of the above-named coy, and upon hearing, &c.. Order that

assign last the off liqr of the coy do concur in the assignment or assignments to

days of terms, ^he purchaser or purchasers from the applicants of the ppty included

in their mortgage, dated 5th Feb. 1875, in the sd order of 3rd April,



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SALE OP PBOPERTY. 873

1876, mentdy or any part or parts thot, for the purpose of vesting in
such purchaser or purchasers the last days of the respive 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. Glohe^ Sfc. Co., M. B.,
4th May, 1877. A. 906.

For order on application of official liquidator giving him liberty to affix seal to
conyeTanoe on payment of purchase-money to mortgagee, see Iforth London Co.,
2nd April, 1886. B. 402.



Upon the applicon of J. and T., two of the liqrs of the above-named Form 303.

coy, and upon hearing the solors for the applicants and for and Order giving

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

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

See R. 140 of 1903, supra.

As to what is a ** highest net money tender," see Hetton Coal Co, v. SastoeU,
^, Co,, (1898) 1 Ch. 466.



00129 of 1892. Perm 304.



In the High Ct of Justice, &c. Order for

Thursday, the 6th day of Oct. 1892. o?p^a^

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

Coy, Limtd, now in winding-up by the Ct, and N., of, &c., ^f inoum-^

And in the matter of the Conveyancing Act, 1881, s. 5, branch

, fsect. 6 of

^^^ Conveyancing

0041 of 1892. Act, 1881).

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



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

matter of the sd coy, and the afi^ of the applicant N., filed the 6th
Oct. 1892. And the applicant by his counsel declaring himself content
with 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

/. in Ot as directed in the schedule hto, such sum of /. being

part of the purchase-money of /. payable by the applicant pur-
suant to the sd contract dated the 2drd July, 1892, and being as to

1, part thof the sum admitted to be sufficient to meet the amount

that may prove to be due to the 29th Sept. 1892, for principal, interesti
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 the contingency of further costs, expenses, and interest, and
any other contingency except depreciation of investments in respect of
the sd debentures. And it is ordered that the costs of the applicant

and the respts, the Corporation, Limtd, of this applicon be taxed,

and that the respt S., the off recr 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

Corporation, Limtd, 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 Ct of Justice.
Cos (Winding-up).

6th Oct. 1892.
Be Krasnapohky, Sfc. Co,y Limtd, and the Conveyancing Act, 1881.
No. 00129 of 1892, and No. 0041 of 1892.
Ledger account. — Krasnapolsky, Sfc, Co,, Limtd, No. 0041 of 1892.
Fund to provide for claims in respect of the first mortgage
debentures issued by the coy, secured by indenture dated 17th
Oct. 1890.
[ The Lodgment Schedule is in three columns {as usual). In the first
are inserted ^' Cash, Invest and accumulate in New Consols the amount
lodged. Such Consols not to he sold, trans/erred, or otherwise disposed of
without notice to the sd A^" The amount is stated in the third column,']
Krasnapolshy, Sfc, Co., Brougham, Beg., 6th Oct. 1892.

This order was made under sect. 5 (1) of the Conyeyandng Act, 1881. The
applioation is by originatiiig summoiiB, see aeot. 69 (8). As to the jurisdiction, see
sect. 1 (xyiii), and sect. 69.



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SALE OF PBOPEETY. 875

In the High Ot, &c. Pom 305.

[As in lout 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 ^i^mbranceT
above-named coy, &nd for the respts the Trustees, &c. Corporation, and directing
Limtd, the trees for the first mortgage debenture holders of the sd A^t? 6*of^
coj, and upon reading the order dated the 6th Oct. 1892, the afFt of Conveyancing
the applicant N., filed, &c., the Paymaster-General's certificate, dated ' ^^^ '*

the 18th Got. 1892, of the payment in of /. by the applicant on

the 14th Get. 1892, and the certificate of the fund, It is hby declared
that the ppty comprised in the agreemt dated, &c., referred to in
the order dated the 28th July, 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, &o. Corporation, the trees for the holders of the sd deben-
tures, do join in and execute a proper conveyance or assurance of the
sd ppiy to the applicant N., or as he shall direct, such conveyance or
assurance to be settled by the Ct in case the parties diifer. 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. G. S., the
o£E 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 Get. 1892. Krasnapohky, Sfc. Co, (00129 of 1892), Brougham,
Reg., 21st Get. 1892.

This order is made under sect. 6 (1) of the Conveyancing Act, 1881, and see last
form.



{Title 08 in Form 304.) Form 306.



Upon the further hearing of the peton of the Corporation, Order for

limtd, on the 10th Nov. 1892, preferred unto this Ct, and reading the ^^ar""^*
sd peton, the a^ of S., filed the 24th Nov. 1892, and the exhibit of incum-
therein referred to, being an indenture of mortgage and trust deed (^^of
dated the 17th Get. 1890, the order to wind up the above-named coy, Conveyancing
dated, &c., 1892, the order dated the 28th July, 1892 (intituled in the ^^ ^^^^^•
winding-up proceedings), the orders dated the 6th and 21st Get., 1892,
and the Paymaster-Gtoneral's certificate of the fund. And upon hearing



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

counsel for the petrs and for the resptsN. (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 L in the schedule

directed to be paid to the petrs, being as to /. part thof ppal and

interest due in respect of the first mortgage debentures of the sd coy,

and as to /., the residue thof, the agreed amount of remuneration

due to the petrs, the petrs by their counsel undertaking to carry

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

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

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

for ppl, interest, and remuneration in respect of the sd mortgage
trust deed and the sd debentures. And it is ordered that the petrs do
forthwith hand over the said indenture of the 17th Oct. 1890, to the sd
N. And it is ordered that it be referred to the proper taxing master
to tax the costs of the petrs and of the sd P. of this peton, the costs of
the petrs as between solor and client, and including therein all costs,
charges and expenses properly incurred by them as trees of the sd
indenture of the 17th Oct. 1890, and the costs directed to be taxed by
the sd orders of the 6th and 2 1st 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.

{Krasnapohky, Sfc, Co. (0041 of 1892), Vaughan Williams, J., 15th
December, 1892.)

The paymoDt sohedule was iDtitaled '* In the High Court of Justice, CSompanies

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

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



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SALE OF PROPERTr. 377

Upon the applicon of 0., of, &o., by summons dated, &o., and upon Form 306a.
hearing counsel for the applicant and for B., the off reor and liqr of Declaration
the above-named coy, and for D., and M. appearing in person, and that land free
upon reading, &c., This Ct doth declare that upon payment into Ot by t^^^*"^]
the sd off recr and liqr as directed by the sd order dated, &c., of the Convey ancing
moneys arising from the sale of the ppty comprised in Lot 2 of the "^^^'/l?^*
parlars and conditions of the sale by tender and acceptance by the sd
off recr and liqr pursuant to the sd order, such ppty wiU be freed from
any charge or incumbrance in favour of D. in respect of the sum of
30,000/. debentures of the sd coy to which he claims to be entld or
otherwise. And it is ordered that the sd off recr and liqr and the sd
D. do deliver up to the sd applicant G. all deeds and documents of
title relating to the ppty comprised in the sd Lot 2 in the possession
or power of them or either of them. And it is further declared that
upon payment into Ct as afsd the sd deeds and documents of title be
freed from any lien in favour of the sd M. And it is ordered that
the sd lien, if any, be thereupon transferred to and do attach to the
purchase-moneys of the sd ppty to be pd into Ct as hnbefore directed,
to await further order. Cowell^ Craft 8f Co. (0095 of 1898), Hope,
Beg., 1st July, 1898. And see another similar order in the same
matter dated 10th Aug. 1898.



Upon motion this day made unto this Ct by counsel for the A. B. Perm 307.
Coy, Limtd, and upon hearing counsel for the respt W., the off Order releas-
liqr of the Oriental Bank Corporation, and upon reading the orders i^g assets
dated 12th May, 1887, and the 11th Nov. 1890, and an afft of S., filed ^tor'a^l^non
the 4th March, 1891, and the exhibit therein referred to, and the sale to new
applicants by their counsel undertaking to give further security if the °°™P^y-
Ct shall think fit at any time during the progress of the liquidatioD,
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 agreemt, dated
the 18th March, 1887, made between the corporation of the first part,
W., the off liqr of the corporation, of the second part, and thiB 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 liqmdation. Oriental Bank Corporation^
Ghitty, J., 13th March, 1891.



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

Form 308. Upon the applioon of S., tlie off reer and liqr of the above-named
ADDointment ®^^» ^^^ upon hearing the solors for the applicant, and npon reading

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

sell assets. jg ordered that D. G., 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. 0-., 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
Eukahy Silver Co,, Eeg., 22nd July, 1892.

For order on the application of liquidator, approring of a oonyeyance of property
of the company situate in Australia, to L., there resident, in trust for sale, see
FoHune Copper Mining Co., 7th Dec. 1876. A. 1825.

For order giying liquidator liberty to carry out contract for the sale of the book
debts owing to the company by persons residing in Tndia, see Jame8 Anderson ^ Oo.,
Hall, V.-C, Ist May, 1879. A. 920.

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



Form 308a. Upon, &c., this Ct doth declare that 230 tons of the best Baku

zr— : ; residue dark Russian oil in the above coy's main storage tank No. 7,

title to oil in on which tank are painted the words, " The contents of this tank up to
fevour of 230 tons belong to A. G. Evans & Co., at M. wharf, Silvertown, in
the county of Essex," for which said oil the applicants, the sd A. Q.
Evans & Co., hold ten warrants, all dated, &c., No. &c., were, on
the 22nd day of March, 1901, and now are the ppty of the applicants,
• the sd A. G. Evans & Co, and order that the sd T. B. do, out of the
assets of the above-named coy, pay to the sd A. G. Evans & Co. their
costs of the sd applioon, such costs to be taxed, and the liqrs, creditors,
and contributories of the sd coy are to be at liberty to apply to this Ct
in this proceeding with reference to any matter arising in the winding-
up of the sd coy as there may be occasion. Mineral OiU Corporation^
Limtd, Wright, J., 12th February, 1902.



On origfinating summons in the voluntary winding-up.



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379



CHAPTER XXX.

BILLS AND NOTES.

Sect. 95 of 1862.— The [oflScial] liquidator shall have power, with the sanction of Liquidator's
the Court, to ... . draw, accept, make, and endorse any bill of sale or promissory PiT^ *®
note in the name and on behalf of the company .... and the drawing, accepting, ^^
maMug, 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 liabi-
lity of such company as if such bill or note had been drawn, accepted, made, or
eudorsed by or on behalf of such company in the course of carry iug on the business
thereof. See supray Chap. XXVIII.

The liquidator of any company which is being wound up by the Court may. Sanction not
without the sanction of the Court or of the committee of inspection, exercise the above required,
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. 270. He must also have
regard to the directions g^ven by creditors or contrlbutories 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. XXT., 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. 280) ; 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. £x parte Birmingham Banhing Co., 3 Ch. 661 ;
Agra and Mastertnan^s Bank, 6 Ch. 206. And see BoJognssi's ease, 6 Ch. 667 ;
Ebsuforth and Tidy's Contract, 42 C. D. 49 ; Bass*s ease, 1 De G. & Sm. 722.

Under the Bills of Exchange Act, 1882, an incorporated company may gign a Power to use
bill of exchange or promissory note by affixing its seal, and the liquidator can seal,
cxeroifle this power.

Sect. 104 of 1868. — ^All moneys, bills, notes, and other securities paid and delivered Payiuent 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 regxdation for the keep-
iug of the account of such moneys and other effects, and for the payment and
delivery in, or inyeetment and payment and delivery out, of the same as the Court
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. XVH. and
Chap. XXXVn.

For general liberty to sue on UllSi see Form 840*



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380



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



CHAPTER XXXI.



MISCELLANEOUS AUTHORITIES TO LIQUIDATOR.



Oenerally.



WbereBanc-
tion required.



FersoDB
employed in
liqnidation.



Charges of
solioitori &c.



Priority of
expenses.



Bt seot. 95 of 1862, the liquidator had power, with the sanction of the Court, to
do certain specified things, and ** to do and execute all such other things as may he
necessary for winding-up the affairs of the company and distributing its assets."

Two of the things specified in sect. 95, yiz., carrying on the business of the com-
pany and bringing or defending any legal proceedings in the name and on behalf
of the company, btill 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" —
t.tf., 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 oontrul of the Court,
which may be invoked at the instance of any creditor or contributory (sect. 12 (3),
sect. 24} ; and he may himself apply to the Court for directions. See sect. 23 (3)
of 1890. And as to the general surveillance of the Board of Trade, see seot. 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-



Online LibraryCharles Mac Naughten Sir Francis Beaufort PalmerCompany precedents for use in relation to companies: subject to ..., Volume 2 → online text (page 50 of 152)