Charles Mac Naughten Sir Francis Beaufort Palmer.

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

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spection," for in the former case his remuneration seems to be an expense '* incurred
in realixing or getting in the assets." See R. 168 of 1903, and Chap. XLVII.

B. 166 of 1908. — ^Where the bill or charges of any solicitor, manager, accountant,
auctioneer, broker, or other person employed by an official receiver or liquidator is
or are payable out of the assets of the company, a certificate in writing, signed hj
the official receiver or liquidator as the case may be, shall on the taxation bo pro-
duced 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 the bill of costs of a solicitor,
a copy of the resolution or other authority sanctioning the employment. [Formerly
R. 29 of 1900, taken from Bkcy. R. 117, as to which see Ba Duncan, (1892) 1 Q. B.
831, 879.]

As to the priority of expenses of realization and costs of persons employed by the
liquidator, see R. 170 of 1903.

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



{Title.)

Form 309. Let all parties concerned attend, &c. \jee Form 1 0], on the hearing
Z~~ ~, of an applicon of A. B., of, &c., the [off recr and] liqr of the above-
sanction of named coy, for an order that he may be at liberty to [here state the



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MISCELLANEOUS AUTHORITIES TO LIQUIDATOR. 381

particular thing to he sanctioned^, and that all such directions in rela* Court, and
tion thereto may be given to the applicant as the Gt shall think fit. liquidator.

The applioation shoold be Bupported bj an affidavit stating the oironmstanoes in
which the order is required.



Upon the applicon of the off liqrs, &c., Order that the sd off liqrs be Porm 310.
at liberty, subject to his giving to their respective satisfaction security Liberty to
to the amount of not less than 200/., to appoint S., now residing at appoint
Cape Breton, Nova Scotia, in the Dominion of Canada, local manager S^iST
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 160/. 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, Form 311.
and hearing, &c., It is ordered that the sd off liqr be at liberty to L-berty to

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

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

from the date of this order, and that the sd off liqr be at liberty to employ
employ C, the late secretary of the above-named coy, for a period not *^^^J|J2d
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 the 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. Tramways

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



Upon motion this day made unto this Ct by counsel for D., the off Perm 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 14th May, 1886, an afft of D. filed, &c., and an ^^J^^'*^^
afft of J. filed, &c., This Ct doth order that the applicant as such off carry on
liqr as afsd be at liberty to discontinue the employment of W. under ^^Sd^
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 said
D. as such off liqr be at liberty to employ for a period 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, &o., African agent, as



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

agent oa the West Coast, without security, to take and hold possession
of the assets of the coj 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
salary after the rate of 25/. per month, and in the case of the sd T.,
at a salary after the rate of 10/. per month, such salaries to commence
as from the day of the departure from Liverpool of the sd L. and T.
resply for the West Coast of Africa, and the sd D. as such off liqr also
paying the passage money out and home and incidental voyage ex-
penses of the sd L. and T., and requiring the sd L. to render accounts
and make remittances of money received by him on account of the sd
coy monthly, the first of such accounts to be rendered on the 26th of
Aug. 1886, and the subsequent accounts up to the 26th day of each
subsequent month. And it is ordered that the salary and expenses of
employing and sending out the sd L. and T. be a charge on the assets
of the coy in priority to any charge which H. and B. may have upon
such assets or any of them, and be allowed the sd D. on passing his
accounts as off liqr. And it is ordered that the sd off liqr be at
liberty to retain his own costs, and to pay the costs of the sd H. and
B. out of the assets of the above-named coy. Sulymah and Sherhoro
Trading Co.y Kay, J., 23rd June, 1886.



Form 313.

Liberty to
send ag^t to
Spain, with
power to Bue.



Upon the applicon of T. and W., the liqrs of the above-named coy,
and upon hearing the solors for applicants, and upon reading an
order, &c., Order that the above-named T. and W. be at liberty to

depute U., of , barrister-at-law, to proceed to Spain on behalf of

the sd liqrs, and to g^ve him full powers to direct proceedings against
one Don Jose Campo, of Madrid and Yalentia, in Spain, a debtor to
the above-mentd coy, and also to do such acts and take such proceed-
ings as may be necessary on behalf of the applicants to recover any
moneys, documents, or ppty in Spain belonging to the above-named
coy, or to withdraw from any proceedings, or, if necessary, to defend
any suits brought against the above-named applicants or the sd coy.
Overendf Gumey Sf Co., Pearson, J., 30th April, 1886. B. 501.



Form 314. Upon the applicon of a contributory, &c., Order that the off liqr do oat
liberty to — ^^ ^^ assets of the sd coy, after first providing for the paying thereout
send agent all proper costs, charges, and expenses of and incident to the winding-
abroadto ^p ^| ^y^^ ^^^^ ^^y to P. a fee of 210/. and all expenses incurred by
property. him^ not exceeding with the 210/. 500/., in respect ol his propoeed



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MISCELLANEOUS AUTHORITIES TO LIQUIDATOR. 383

Tisit to Georgia in the United States of America, to inspect and report
on the ppty situate there and agreed to be sold by the sd C. to the
coy, pursuant to the sd contract dated, &c., such sum to be pd as
afed to include all costs, charges and expenses to be incurred by the
sd P. in the employment of lawyers, surveyors, and others in respect
of the sd ppty. And order that the sum payable to the sd P. over
and above tiie sd sum of 210^. in respect of the matters afsd, be fixed
by the judge. Georgia Land, Chitty, J., Ist April, 1884. A. 996.



Upon the applicon of B. and Y., the liqrs of coy, and upon hearing Form 815.
the solors for the applicants, and upon reading an order dated, &c., an liberty to



in Peru.



afft filed, &c., being resply the balance order against P. and the afEt employ agent
of service thof through the post office, a joint afft, &c., Order that the
sd B. and Y., as such liqrs as afsd, be at liberty to employ B., of
Lima, in the Republic of Peru, as agent of the sd B. and Y., for them
and on their behalf as such liqrs as afsd, and in their name or other-
wise to ask, demand, sue for, recover, and receive of and from the sd
R. mentd in the sd order of 4th July, 1876, or from any person or
persons on his behalf, the sum of 20,522/. 11«. \ld, for and in respect
of calls upon shares in the sd coy held by the sd R., together with
interest on the sd sum from 20th March, 1876, until payment at
5 p.c.p.a., and to compound, compromise, and accept part in lieu and
ia satisfaction of the whole of the sd debt or sum of 20,522/. 11«. lid.
and interest as afsd. And upon payment of the sd sum and interest,

or any part thof, into the Bank at Lima in the names of the sd

liqrs B. and Y., to give a good and effectual discharge and receipt for
th.e sd sum or such part thof as may be pd as afsd. And order that
time sd B. and Y. be at liberty to allow and pay to such attorney or
agent out of such sum as by him or through his intervention shall be
recovered and so pd in as afsd, a commission not exceeding in amount
one-third of the sum so recovered and pd in as afsd. Bristol and
South American, Sfc. Co., 31st May, 1877. A. 1259.

For liberty to employ detectiye as regards contributories, see Forms 504, 505.



Upon the applicon of the off liqr, &c., Order that the sd off liqr be Form 316.
at liberty to execute the power of attorney to M. marked F., verified J^j^^^^to
by the afft of J., filed, &c., and identified by the chief clerk's signature execute power
in the margin thof, for the purpose of recovering from the estate of J^^^%-
N., of Belgium^ banker, such sums of money as may be due from the perty abroad,
estate of the sd N. to the sd coy. Ottoman Co., Limtd, Bacon, V.O.,
7th April, 1878. B. 821.

For order giving official liquidator liberty to i^^aint attoxney to proseoate any



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38 1



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



actions whioli official liquidator may bring in Spain, see Madrid MarkeU Co.,
HaU, V.-C, 10th April, 1879. B. 691.

For order appointing agent for bank to adjust dispute as to a mortgage and
other matters in France, and to receive money, &c., see European Bank, Pearson, J.,
7th May, 1883. A. 634.



Form 316a.

Liberty to
execute
power of
attorney and
pay premium
on his
guarantee
policy and
ids expenses.



Upoa the applicon of B., the off recr and liqr of the aboye-named
coy, by summons dated, &c., and upon heariDg, &c., and upon reading,
&c., It is ordered that the sd oif recr and liqr be at liberty to execute
a power of attorney to M., of, &c., in the form set forth in the schedule
hto. And it is ordered that the sd M. do forthwith give security to
the satisfaction of the Board of Trade, and that the applicant is to be
at liberty to pay any premiums due in respect of any guarantee policy
on the sd M., by way of security as afsd, out of the assets of the sd
coy, and that the applicant also be at liberty to pay to the sd M. the

sum of /. per month and his out-of-pocket expenses. British Gold-

fields of West Africa (00363 of 1897), Hood, Eeg., March 4, 1898.



Form 316b.



Liberty to
give power of
attorney to
firm abroad
(various
matters).



Upon the applicon of B., the off recr and liqr of, &c., by summons
dated, &c., and upon hearing the solors for the applicant, and upon
reading the order to wind up the sd coy dated, &c., the order dated,
&c., the order of the Board of Trade dated, &c., appointing B., one of
the off recrs attached to the Ct, to be the off recr in the winding-up of
the above-named coy, the aff t, &c. and the exhibits thereto, the exhibit
marked B. being the power of attorney hnftr referred to, It is ordered
that the off recr and liqr of the above-named coy be at liberty to exe-
cute the power of attorney in favour of A., C. and D., all of Street,

Melbourne, in the colony of Victoria, Australia, solors, who carry on

business there under the partnership, style or firm of , identified

by the signature of the Begistrar Oos Winding-up in the margin
thof, for the purpose {inter alia) of taking such proceedings in the
winding-up of the sd coy in Australia as they may think necessary on
behalf of the applicant and in the interest of the creditors of the coy
resident in Great Britain and Ireland, and to take such steps as they
may consider expedient with regard to the resignation of any of the
liqrs already appointed in Australia and the appointment of other
persons as liqrs in their stead, and to sell or dispose of, or concur in
selling or disposing of all or any of the real and personal ppty of the
coy, and generally to act as the attorneys or agents of the applicants
in Australia in such winding-up, as set forth in the sd power of attor-
ney; but not to receive moneys. Mercantile Finance Trustees and
Agency Co, of Australia (00145 of 1893), 12th May, 1896. Hood, Beg.



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MISCELLANEOUS AUTHORITIES TO MQUIDATOE. 385

TTpon the applicon of C, the sole liqr of coy, and upon hearing, &c., Form 317.
and upon reading, &c., and the order dated 12th Jan. 1878, whereby ^^^^hw
the fid liqr was to be at liberty to constitate N., of Lima, in Peru, his form,
attorney for the purpose of realizing and getting in such of the assets
of the coy there as he should be instructed by the sd Uqr to realize
and get in, subject to his giying security for 10,000/. by bond of the

Bank for that amount in the form approved by the chief clerk of

the judge within three months ^m the date of the last-mentd order,
and upon reading an afft of the sd 0., filed, &c.. Order that the sd liqr
be at liberty to accept, in lieu of the security mentd in the last-mentd

order, the bond of the Bank in the form approved by the sd

chief clerk for the sum of 5,000/. And order that the time within
which the security is to be given by the sd N. pursuant to the sd
order of the 12th of Jan. 1878, be enlarged imtil the 12th of Jime,
1878. General South American Co,, Limid, Malins, V.-C, 11th April,
1878. A. 823.



TTpon the applicon of the pit in the above-mentd action by summons Form 318.
dated, &c., and upon hearing counsel for the applicant, and for the Liberty to
defendants, and for H., the liqr of the above-named coy, and for J., liquidator
hnftr named, and upon re£uling the order in the above-mentd action in debenture
dated, &c., appointing the sd H. recr and manager in the above-mentd action to
action, the order dated, &c., in the above-mentd matter to continue attomej to
the voluntary winding-up of T. D. & Co., Limtd, subject to super- act abroad.
vision of the Ct, the order dated, &c., made in the above-mentd action
and matters, the afft of, &c. And the dfts, the B. Corporation, Limtd,
by their counsel undertaking to be answerable for the receipts of J.,
hnftr named, imtil he shaU have given security. And the sd J. by
his counsel undertaking to apply to the Ct with reference to the
security of the sd J. if a larger sum than that mentd in the aflt of the
sd H., filed, &c., shall be reed by him. It is ordered that the sd H.,
as such recr and manager and as such liqr as afsd, be at liberty to

execute in favour of J., of , in the city of London, chartered

accountant, and to affix the seal of the sd T. D. & Co., Limtd, to a
power of attorney in the form set forth in the schedule to this order
for the purpose of authorizing the sd J. to do in Barbadoes, Trinidad,
Demerara, and elsewhere in the West Lidies, the several things
therein specified ; the sd J. to be at liberty to act immediately on the
execution of the sd power of attorney by the sd H. And it is ordered
that the said J. do, on or before the 9th Nov. 1892, give security to
the satisfaction of the Ct in the sum of 5,000/. And the sd J. by his
counsel submitting to account for all moneys he shall or may receive
under or by virtue of the sd power of attorney, It is ordered that he
do from time to time pass his accounts as the Ct shall direct, and pay

p. c c



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

the balanoee which shall be certified to be due from him to the sd H.,
as such recr and manager and liqr as afsd. And the question of the
amount to be pd to the sd J. as such attorney is reserved. And the
costs of this applicon are to be costs in the above-mentd action.
Stubber y. Daniel Sf Co., Limtd, 1892. S. 2877; In re Daniel ^ Cb.,
Limtd (0085 of 1892), Beg., Nov. 18th, 1892.



Form 319.

Liberty to
go abroad.



Upon the applicon of the [off] liqrs, &c., Order that the applicant
K., one of the sd [off] liqrs, be at liberty during the month of Sept.
1877, to proceed to Nova Scotia, arriving there previously to the 2nd
Oct. 1877, and to remain there for such time, not exceeding one
calendar month, as may be necessary for further assisting in the
defence of the sd coy to the action brought by G. against the sd coy
in S., and for prosecuting the equity suit brought in the Ct of Nova
Scotia in the name of the sd coy against G. in H. in relation to the
affairs of the sd coy. And order that the expenses of the sd K., of
and relating to the sd journey, not exceeding the sum of 100/., be pd
out of the assets of the sd coy. Cape Breton Co., Malins, Y.-C,
9th Aug. 1877. A. 1873.



Form 3SS0. Upon the applicon of K., the off liqr of the above-named bank, by
AnrtfTiAr summons, &c., Order that the applicant be at liberty forthwith to

proceed to Utah, or elsewhere in America, at the expense of the estate
of the sd bank, for the purpose of making such arrangements as may
then and there be found necessary or expedient to wind up the affairs
of the sd bank in America, and to compromise or settle in any manner
he may think fit any actions, claims, and demands against the sd bank
in America, and also to take such steps as may be found necessary or
expedient to protect the interests of the sd bank in a certain mining
ppiy in America, known as the Kinnes Mine, and in any other ppty in
America of the sd bank. And it is ordered that the applicant be at
liberty, for the purposes hnbefore directed, to raise upon security of
the assets of the sd bank such sum or sums of money not exceeding
in the whole the sum of 1,600/., and at a rate of interest not exceed-
ing 5 p.c.p.a. And it is ordered that the expenses of the journey
hby authorized (including the remuneration of the applicant as such
off liqr or otherwise) do not exceed the sum of 1,000/. London Bank
of Utah, Chitty, J., 10th July, 1884. B. 931.



Form 821. Upon the applicon of W., the off liqr of the above-named corpora-
Liberty to tion, and upon hearing the solors for the applicant, and upon reading,



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MISCELLANEOUS AUTH0EITIE8 TO MQUIDATOB. 387

&0., It is ordered that in addition to the sum of 5,000/. authorized by meet foreign
the order dated the 19th Deo. 1885, the applicant be at liberty to meet ©J^^^^^
further drafts drawn or to be drawn by D., his attorney in South
Africa, against further consignments of sugar and rum ^m the estate
of the N. Ooy, Limtd, to an amount not exceeding 3,500/. Oriental
Bank Corporaiionj Qhitty, J., 5th April, 1886.



TTpon motion by counsel on behalf of the proT off liqr, Order that Form 322.
the applicant be at liberty to send an officer of the corporation from Liberty to
Durban to the branch bank of the corporation at the Mauritius, and send steamer
that a steamer or other yessel be at once engaged to convey him there ^f wiad^g-^
at an expense not exceeding 3,000/., in order to protect the assets and up.
give information or otherwise to the bank officer there of the pending
peton and the appointment of a prov liqr. And order that the
applicant be also at liberty to expend a sum not exceeding 40,000/. in
maintenance, upkeep, and cultiyation of the sugar estate in Mauritius,
the crops of which belong to the corporation, or on which they have
the first lien or charge. Oriental Bank, Ohitty, J., 5th May, 1884.
B. 508.



Upon applicon of liqr, Order that G-., the solor of the sd liqr, and Form 322a.
representing the sd coy, is to be at liberty to go to Lyons to endeavour liberty to
to arrange either for a sale of the assets of the L., &c. Co. there, or solicitor of
for the appointment of a French liqr to protect such assets. The sd ^^ ^^j^^
solor is to be at liberty to transfer the mortgage or hypothecary charge and arrange
dated, &c., standing in the name of S. in the register of mortgages in ^ ^^^^^
France, to Monsieur Q-., a nominee of the sd corporation, and to effect
a seizure under the sd mortgage or hypothecary charge, and liberty
is given to close down the brewery at Lyons on, &c., to pay wages and
salaries up to that date, and after that date to pay the sd M. Q, and C,
the attorney of the sd liqr in Lyons, a salary of, &c., for a period not

exceeding months, and watch the interests of the sd corporation

and negotiate with creditors, and to employ Monsieur H. at a salary
of, &c., for the like period, to keep the machinery clean, and to keep
the maltings open for the purpose of finishing the malting of certain
barley going through the process of malting on behalf of Mens. B., in
accordance with the agreemt sanctioned by the order of, &c. Brewers
and General Fire Insurance and Guarantee Corporation, Hood, Beg.,
March 20, 1899.

Upon the applicon of the off liqrs, &c., Order that the applicants Form 323.
be at liberty to continue the employment of the sd H. as manager of ^i^^^j^^ —

cc2 . ^



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388



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



continue
manage*



the works belonging to the sd coj at a salary of 400/. p.a., during the
carrying on of the sd works, or until further order : such employment
to be determinable upon a week's notice in the event of the ooy no
longer haying need thof. And it appearing that the sd o£E liqrs
continued the employment of Mr. W., the late secretary of the sd coy,
up to the 16th May, 1877, at a salary of 325/. p.a., the judge doth
approve of the same. Hooper* b Telegraph Works, M. H., 5th June,
1877. A. 1037.



Form 324. Order that the off liqrs of coy be at liberty to employ 0», the late

liberty to secretary of coy, to prepare and investigate certain accounts and other

liquidators to papers for the use of counsel. And order that the remuneration to be

sec^tary to pd to the sd 0. be fixed in chambers. Auvergne, Sfc. Co.^ Fry, J.,

prepare 7th April, 1879. A. 691.
aooounts.



Form 326.

Liberty to

change

company's



Upon the applioon of and , the prov off liqrs of coy, Ac.,

Order that the sd liqrs be at liberty, on or before the 24th March, 1877,

to give up possession of the offices of the sd ooy, No. , Lombard

Street, in the city of London ; and that they be at liberty to take
other offices for the purposes of the winding-up, at a rent not exceeding
150/. p.a. ; and that they be at liberty to sell so much of the furniture
and fittings at present in use at the sd offices in Lombard Street as
they may deem proper or necessary. Hooper^s Telegraph Works, M. E.,
2l8t March, 1877. A. 523.



Form 326a. Upon, &c.. It is ordered that the sd [liqr] be at liberiy to convene a
meeting of the debenture-holders of the above-named coy for the
purpose of ascertaining their views with reference to a suggested

arrangement as to an asset of the sd coy, known as . And it is

ordered that seven days' notice of such meeting be given to the
respive debenture-holders. Land Securities Co. (0097 of 1894), Yaughan
Williams, J., 20th Nov. 1895.



Liberty to
call meeting
of debenture-
holders.



Form 325b. Upon, &c., It is ordered that the sd liqrs be at liberty, in the name
and on behalf of the sd coy, to give the consent of the sd ooy to the

proposed scheme of arrangement of & Ooy, Limtd, so far as the

sd scheme affects such of the first mortgage debentures of & Ooy,

Limtd, as have been insured by the sd coy, and to agree with the sd
& Ooy, Limtd, on behalf of the debenture-holders whose deben-
tures are so insured as atsd, that the acceptance by them of the ad



Liberty to
consent to
scheme of
arrangement
as to another
company.



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MISCELLANEOUS AUTHORITIES TO LIQUIDATOR. 389

fioheme shall in no way lessen, alter, or otherwise affect the sd coy's
liability under its policies and scheme of arrangement guaranteeing



Online LibraryCharles Mac Naughten Sir Francis Beaufort PalmerCompany precedents for use in relation to companies: subject to ..., Volume 2 → online text (page 51 of 152)