1. to 6. [State petr's case for winding up.]

Form 310. Petition where

7. On the

settled.

day of

A., of

-, presented a peton to this prior petitioner Honourable Ct intituled in the above matters, and alleging among other things that the co was indebted to him in the sum of -7., and that repeated applicons had been made for the paymt thereof, and that the co was unable to pay its debts, and praying to the effect hereinafter prayed: But the co is about to pay off the amount due from it to the sd A., or to make some other arrangemt with a view to the withdrawal of the sd peton, and the sd peton is not being bonâ fide prosecuted.

Form 311. Petition by company unable to pay

its debts.

Where two or more petitions have been presented and the subsequent petitioners had not notice of the presentation of the first, the usual course is to make one order on all, as above. Owen's Patent Wheel Co., 22 W. R. 151; W. N. 1873, 226. But each petition will be looked at separately on its own merits, and if no case is made must (unless in an exceptional case) be dismissed with costs. In re European Banking Co., 2 Eq. 521.

The presentation of a subsequent petition may be justifiable, e.g., where there is reason to believe that the first petition is collusive. In re Humber Iron Works Co., 2 Eq. 15; United Service Co., 7 Eq. 76. Where a second petition is presented, the second petitioner must allege and be prepared to make out an objection to the prior petition, e.g., collusion. In re Norton Iron Co., 26 W. R. 92. As to transfer of concurrent petitions, see infra, Form 408. As to costs of second petition incurred after notice of first, General Fin. Bk., 20 C. D. 276.

Formal parts: see Form 306.

The humble peton of The Co, Limtd, showeth as follows :— 1 to 4. Your petr, the above-named co (hereinafter called the co), was, &c., [incorporation and office, objects and capital, commencemt of business].

5. In the course of its business the co has accepted bills of exchange to the extent of 5,300l. and upwards. Two of these bills, for 7007. and 5007. respively, became due on the but the co was

day of

unable to meet them. They still remain unpaid.

6. The remainder of the sd bills will arrive at maturity in the course of the month of

them.

1880, and the co has no funds with which to meet

7. The assets of the co are valuable. They consist in pt of a colliery which was purchased in the year at a cost ofl., of machinery and plant, of book debts amounting to upwards of I., and of uncalled capital to the extent of. There are divers incumbrances affecting the co's ppty, and the co cannot obtain any further advance upon the security thereof.

8. The co's account at its bankers has been overdrawn to the extent of -7. or thereabouts, and the bankers refuse to allow any further overdraw.

9. The co's colliery is in full working order, and upwards of men are employed in or about the same. It is worked at a considerable profit.

10. The assets of the co if realised would be far more than sufficient

11. The co is unable to pay its debts, and in the circes afsd it is just Form 311. and equitable that the co should be wound up.

Your petr the co therefore humbly prays:

[As in Form 299.]

NOTE. It is not intended to serve this peton on any person.

Where a company wants to be wound up the usual course is to get a friendly creditor to petition.

day of

statutory

On the your petr served on the co, by leaving the Statement of same at the registered office thereof, a demand under his hand requiring service of the co to pay the sd sum of ―l., and the co has neglected to pay such demand. sum or to secure or compound for the same to the reasonable satisfon of your petr.

Where a petitioning creditor has served a statutory demand, pursuant to section 80 of the Act, a paragraph should be inserted in the petition as above. But it must be borne in mind that omission to pay is not "neglect " within the meaning of the section if the debt is bona fide disputed by the company. London & Paris Banking Co., 19 Eq. 444. The petition should not be presented until after the expiration of twenty-one days from the service of the demand. Catholic Co., 33 L. J. Ch. 325; 2 D. J. & S. 116. But it need not be presented immediately afterwards. Imperial Hydro. Co., 49 L. T. 147. As to restraining the presentation of a winding-up petition, where debt disputed, see Form 345, infra.

1. &c. [State petitioner's case, e.g., inability to pay debts.]

Form 312.

12. The assets of the co are of considerable value, and if prudently Petition by realised will be sufficient not only to pay and satisfy the co's debts and fully paid up liabilities, but to pay a substantial dividend to the members.

A fully paid-up shareholder must allege and show that he has a tangible interest in the assets. Re Rica Gold Co., 11 C. D. 43; Diamond Fuel Co., 13 C. D. 400.

shareholder.

Form 313.

1. Incorporation of co. 2. Office. 3. Objects. 4. Capital. 5. Petition for Business commenced.

-7. for money

6. The co is indebted to your petr in the sum of lent to the co on the security of a promissory note dated, whereby the co promised, &c.

7. At an extraordinary general meeting of the co duly convened and

held at

on the

of ——, an extraordinary resolution was passed

That it has been proved [winding-up resolution].

And at the sd meeting C. of was duly appointed liq for the pposes of the sd winding up.

8. Since the passing of the sd resolution your petr has made several applicons to the co and the sd liq for paymt of the principal moneys and interest secured by the sd promissory note. The sd liq has admitted that such principal moneys and interest are justly due from the co to your petr, but he has not pd the same.

9. The assets of the co consist (1) of uncalled capital to the extent of

supervision order.

Form 313. 6,0007. or thereabouts, (2) of a freehold colliery, and (3) of other items

of inconsiderable value.

10. No call has been made by the sd liq upon the members of the co, and the co's colliery has not been sold.

11. A pchaser of the sd colliery could readily be found, but your petr is informed and believes that the sd liq intends to retain the colliery until a revival in trade shall render it more valuable than at present. He recently refused an offer of 7. for the colliery.

12. Your petr has on several occasions urged the sd liq to provide the funds to pay off the co's creditors, either by sale of the co's ppty or by calling up the uncalled capital, but without success.

13. The debts of the co amount to -7. or thereabouts, and the co is unable to pay the same.

14. The majority of the co's creditors desire that an order should be made for continuing the voluntary winding up under the supervision of the Ct, and unless such an order is made the interests of the co's creditors will be seriously prejudiced by the voluntary winding up of the co.

Your petr therefore humbly prays:

1. That an order may be made for the continuance of the voluntary
winding up of the co, but subject to the supervision of the Ct.
2. Or that such other order may be made in the premes as to this
Honourable Ct shall seem meet.

And your petr will ever pray, &c.

It is intended to serve this peton on the above-named co, and on B. the liq thereof.

It is not in general expedient for the company to present a petition. The power to make a supervision order is given by section 147 of the Act of 1862. S. 82 of the Act applies, and accordingly the order may be made on the petition of the company, a creditor, or a contributory. Pen-y-Van Co., 6 C. D. 477. The liquidator can, under sections 133 and 95, present a petition in the company's name. Hooker's Cream Milk Co., M. R. 23 S. J. 231. Where a supervision order is desired it will generally be found best to apply for a compulsory order, or for a compulsory order and in the alternative for a supervision order. As to the circumstances in which a supervision order will be made, see Buckley, 301. S. 149 provides that the wishes of the creditors and contributories are to be regarded.

A great many supervision orders are made every year, but the majority are made on petitions for compulsory orders. Thus, where a company gets into difficulties, the directors very commonly present a petition in the company's name, or get a friendly creditor to present a petition, for a compulsory order, and at the same time convene a meeting to pass an extraordinary or special resolution to wind up. Upon the presentation of the petition, actions and proceedings can be restrained or stayed under section 85, and a provisional liquidator appointed. If the winding-up resolution is passed, before the hearing of the petition, evidence of the fact is adduced, and the Court is asked to make a supervision order. If the resolution has not been passed before the hearing, the Court is sometimes asked to allow the petition to stand over for a week or so, in order that the resolution may be passed.

Again, where a petition for a compulsory order is presented by a creditor, it is not uncommon forthwith to pass resolutions to wind up voluntarily; and then at the hearing, with the support if possible of some other creditors, to resist a

compulsory order, but to offer to submit to a supervision order. Although as Form 313. between the company and an unpaid creditor he is entitled to a compulsory order, yet as between such creditor and the company's other creditors the wishes of the majority will be consulted by the Court, and accordingly if they wish for a supervision order the Court will make one. In re West Hartlepool Ironworks Co., 10 Ch. Ap. 618.

So, too, where a voluntary winding up has commenced, and a petition for a compulsory order is presented by a creditor or contributory who would seem likely to get an order, it is sometimes arranged by way of compromise at or before the hearing, that a supervision order shall be made.

See further as to the proceedings, infra, " Winding-up."

In the Chancery of the County Palatine of Lancaster.
[Manchester] district.

In the matter of the Companies Acts, 1862 and 1867 :
And in the matter of The

Co, Limtd:

And in the matter of the Ct of Chancery of Lancaster Acts,

1850 and 1854.

To the Right Honourable the Chancellor of the Duchy and County Palatine of Lancaster.

2. Or that such other order may be made in the premes as to your lordship shall seem meet.

And your petr will ever pray, &c.

NOTE. [As in Form 306 or 311.]

As to proceedings in the Palatine Court, see 13 & 14 Vict. c. 43 and 17 & 18 Vict. c. 82. Winding-up orders are frequently made by that Court in the case of companies having their registered offices within the jurisdiction. As to enforcing orders of the Palatine Court, see the above-mentioned Acts; In re Longdendale Cotton Co., 8 C. D. 150; Dan. Forms, p. 772; Snow & Winstanley's Chancery Practice, Lancaster. As to appeals, see Re Manchester Economic, 32 W. R. 325.

In the Ct of the Vice-Warden of the Stannaries.
Stannaries of [Devon.]

In the matter of the Companies Acts, 1862 and 1867 :
And in the matter of the -- Co, Limtd.

To the Vice-Warden of the Stannaries.

The humble peton of

of

showeth to his honour as follows :

[Here set out the facts as in any of the above forms, and conclude as in Form 306.]

Where a company is or has been engaged in working a mine within the jurisdiction of the Stannaries, the Court of the Vice-Warden is the Court within the meaning of s. 81 of the Act of 1862, and accordingly that Court has exclusive jurisdiction, unless a certificate is obtained as mentioned in the section. See Silver Valley Mine, 18 C. D. 472; Penhale & Lomax Co., 2 Ch. 398. As to appeals from the Stannaries, see Buckley, 276, 277, 281. Where the registered

Form 314.

Petition to
Lancaster
Palatine Court.

Form 315.

Petition in
Stannaries.

Form 307. petr, and also a sufficient authority in writing signed by her for the paymt of the money to Mr. D——, who demanded paymt to him accordingly. The money was not, however, pd, nor was any assurance given that it would be pd. The manager of the co stated to Mr. D—— that he would bring the claim to the attention of the board of directors at their meeting on the day of and that it would then be decided, when a cheque for the 4007. would be pd.

Form 308.

Petition of debenture holder.

7. The co has for some time past been in embarrassed circes, and it is unable to pay its debts.

8. Your petr submits that she is entled to a winding-up order.

As to winding up an insurance company upon the ground of insolvency, see s. 21 of the Life Assurance Companies Act, 1870, 33 & 34 Vict. c. 61; Buckley, 540. Tests of insolvency considered, London and Manchester Assoc., 1 C. D. 466. A voluntary winding up may be primâ facie evidence of insolvency, British Alliance Corp., 9 C. D. 635. Where the petitioner seeks for an order under the Act of 1870, the petition should be intituled "In the matter of the Life Assurance Companies Acts, 1870 and 1872," as well as in the Acts of 1862 and 1867. Where the application is under those Acts the fiat will be special, and pursuant thereto the chief clerk will, in due course, certify as follows:

"In pursuance of the directions given to me by his Lordship, Mr. Justice

I certify that a primâ facie case that the within-named company is insolvent has been established to the satisfaction of the judge, and security for costs has been given to the amount of [1001.]. The evidence produced consists of the following affidavits of the following persons [specify them]. Receipt of cashier of the Bank of England [10] Nov. [1880] for 1001. deposited in the matter of, &c., under Rule, &c."

Formal parts: see supra, Form 306.

1. The Co, Limtd, hereinafter called the co, was incorporated, as a co limtd by shares, under the Cos Acts, 1862 and 1867, in the month of, 1873, for the ppose of acquiring and working certain patents for the manufacture of from and for other pposes set forth in the memorandum of association thereof. The registered office of the co is situate at

2. The nominal capital of the co was stated in the memorandum of association thereof to be 100,000l., divided into 10,000 shares of 101. each.

3. Shortly after the incorporation thereof, the co commenced and has since carried on business. Upwards of 4,700 of its shares have been issued.

4. The co has raised money by the issue of debentures. By such ntures the co promised to pay the sums therein respively mentioned day of, and interest thereon in the meantime at the of 7 p. c. p. a., on presentation of the coupons attached thereto on e days named in such coupons respively, and the co thereby charged all its ppty with the paymt of the sd principal sums and interest. 5. The coupons attached to the sd debentures were for interest on the al sums in the debentures mentd, at the rate afsd, and purport to e on the 5th April and 5th October in every year.