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Friday, 22 June, 1877. Residue of motion to stand over till 28 June, Form 346. 1877. Paris Skating Rink Co. v. Lord Monson, Bacon, V.-C., 21 June, 1877, B. 1110.

The order of 19 June was an interim injunction to the like effect over Friday, 22 June, the plaintiffs paying money into Court, "And this order being urgent is to be acted on without being printed." Bacon, V.-C., 19 June, 1877, B. 1073.

Order for

Upon motion by way of appeal, &c., order that the plts, the co, Form 347. do procure some sufficient person on their behalf to give security according to the course of the Ct by bond [to the Clerk of Records and Writs] plaintiff comin the penalty of 150l., conditioned to answer costs in case any costs pany to give security. shall be awarded to be pd by the plts, and in the meantime the plts are not as against the defts to take any further proceedings in this action. And plts to pay defts' costs of and occasioned by this motion, to be taxed, &c. And costs of applicon in Ct below to be costs in the action. And deft co to be at liberty to apply hereafter for further security, as deft co may be advised. Northampton Coal, &c., Co. v. Midland Wagon Co., Ct of Appeal, 16 Jan., 1878, B. 78. See the report, 7 C. Div. 500.

Where a limited company is plaintiff in any action or other legal proceeding, it may, if it appears by any credible testimony that there is reason to believe that if the defendant is successful the assets of the company will be insufficient to pay his costs, be required to give security for costs. S. 69 of the Act of 1862. For cases in this section see Moscow Gas Co. v. International Financial Soc., 7 Ch. 225; Freehold Land Co. v. Spargo, W. N. 1868, 94; Lydney Co. v. Bird, 23 C. D. 358; and Forms, infra.

In the above case the plaintiff company was in voluntary liquidation, and Jessel, M. R., in the Court of Appeal, was of opinion that the fact afforded prima facie evidence that the assets would be insufficient. See Rules of 1883, 981, 982.

In Re Photographic Co., 23 C. Div., a company appealing from a winding-up order was required to give security for costs.

bank.

Upon the applicon of the deft, &c. By consent, order that the plts Form 348. do, on or before 24 Mar., 1879, pay into the Union Bank of London, Another. Chancery Lane Branch, in the joint names of K. and B. [solors of plt Fund to be and deft] the sum of 2007., as security for the costs of the deft in this paid into a action in case any should be awarded to him. And order that in default of the plts making such paymt within the time afsd this action do stand dismissed out of this Ct without further order, with costs to be taxed by the taxing-master and pd by the plts to the deft S. And costs of applicon to be costs in action. South Durham Co. v. Shaw, Hall, V.-C., 1 Mar., 1879, B. 374.

66

DEBENTURE ACTIONS.

Upon motion for judgmt, &c., and upon hearing counsel for the Form 349. defts, and upon reading the plt's statemt of claim and a deed of cove- Declaration.

Accounts.

Sale.

Form 349. nant, dated, &c. Declare that the plt and the other holders of mtge debentures of the above-named co issued under and in psuance of the sd deed, are entled to a charge on all the real and personal ppty of the co, for securing the repaymt of the principal monies and interest in the sd mtge debentures mentd. And let the following account be taken, namely, an account of what is due to the plt and the other holders of mtge debentures of the co on the security of the sd debentures and the sd deed. And let the real and personal ppty comprised in the sd deed and the business of the co be sold as a going concern with the approbation of the judge. And let the money to arise by such sale be pd into bank to the credit of this action of Perry, &c., 1876, P. 139. And receiver and injunction continued, and [further consideration adjourned]." Perry [on behalf, &c.] v. Clutton Coal Co., Limtd and others [the trustees], Malins, V.-C., July 7, 1876, B. 1231.

Form 350. Order for

accounts and inquiries.

In this case it will be observed that the debentures affected the whole property. See supra, p. 258, and Forms 562, 563, infra.

"Upon motion, &c., for the plts, and upon hearing counsel for the defts, and upon reading the plts' statemt of claim, and the statemt of defence, and an order dated the 29th August, 1876 [for receiver and manager by consent]. Let the following accounts and inquiries be taken and made, that is to say:

1. An account of what is due for principal and interest to the plts, and the other holders of debentures issued by the deft co, distinguishing the holders of the A and B debentures in the pleadings referred to.

2. An inquiry of what the ppty comprised in and charged by the A and B debentures, respively, consists, and in whom the same is vested.

3. An inquiry what steps ought to be taken for getting in such pts (if any) of the sd ppty as may be outstanding.

4. An inquiry in what way the ppty comprised in or charged by the sd respive securities can best be realised for the benefit of the plts and the other debenture holders, and whether a sale or mtge, or sales or mtges, of any and what portions of the same is or are necessary or desirable for that ppose.

5. An inquiry whether any and what contracts have been entered into, and what steps ought to be taken in respect thereof.

"And receiver and manager continued.

"And further hearing adjourned without requiring the action to be brought on for trial.

"And any of the parties, including the holders of any of the sd debentures issued by the deft co, are to be at liberty to apply to the

Ct or to the judge as they may be advised."
V.-C., 11 Nov., 1876, A. 1778.

Dawson v. Owen, Malins,

Upon motion for judgmt this day made by counsel for plt, and Form 351. upon hearing counsel for plt and for off. liq., and upon reading writ of Judgment summons, dated, &c., and the judge giving the sd off. liq. leave to defend where some this action in the name of co, order and adjudge the following inquiries non-registraand accounts :

debt void for

tion, official liquidator 1. An inquiry what mtge debentures have been issued by the deft co, appointed and to whom and for what conson, and when the same respively were receiver withisssued.

2. An inquiry which of sd debentures are still unpaid or subsisting, and who are the present holders of the same respively.

3. An inquiry whether as to any and which of such debentures as are still unpaid, the parlars required by s. 43 of the Cos Act, 1862, were not duly entered in the co's register of mtges as required by the sd Act, and if so, then as to such of sd debentures the parlars as to which were not so entered, whether the holders thereof held, or at any time and when held, any and what office as a director, manager, or other officer of co. 4. An account of the principal monies and interest secured by and due under or in respect of the said mtge debentures respively, and to whom the same are respively due.

5. An inquiry what was at the date of the winding up of co, and what ppty is now, comprised in such debentures, and whether the same is now subject to any and what interest having priority over the sd debentures,

Order that A. B., the off. liq. of deft co, without giving further security (he having given security as off. liq.), be appointed receiver on behalf of the plt and all other the sd debenture holders of all the ppty of co comprised in sd debentures. Usual directions. Liability to apply. Restall [on behalf] v. City of London Co-operative Association Limtd, Hall, V.-C., 7 May, 1881, B. 1353.

It is by no means uncommon to find that s. 43 [supra, p. 262] has not been duly observed. Where there is an official liquidator who has given adequate security, he is usually appointed receiver without further security.

second charge upon the
Let an account be taken

out further security.

debentures.

Upon motion for judgmt, &c., declare that the plt and the other Form 352. holders of the mtge debentures of the 1st series issued by the deft co, Declaration. are entled to a first charge upon the undertaking, monies, and ppty of A and B the deft co and declare that the holders of the mtge debentures of the 2nd series issued by the deft co are entled to a undertaking, monies, and ppty of the deft co. of what is due from the deft co to the holders of the sd debentures of the 1st and 2nd series respively, for principal and interest on their respive debentures. And let the undertaking, ppty, and effects of the deft co be sold, with the approbation of the judge, and let the proceeds of sale be pd into Ct to the credit of Barry, &c. And receivers and managers be continued until further order; and order that Messrs. &

and any other members of the committee of the debenture holders of the 1st series, and Messrs. & or any other members of the comLittee of the debenture holders of the 2nd series, be at liberty to attend

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Foreign property sale.

Form 352. the proceedings in these actions (their costs as between solor and client, as from the dates of their respive appointmts, being costs in these actions), and that the sd S. S. and P. debenture holders of the 1st series be at libty to attend the proceedings at their own expense: and order that the first above-mentd action be dismissed as against the defendant Bower with costs, to be taxed as hereinafter mentd; and order that the costs of the respive plts and of the above-mentd respive committees of debenture holders, and of the sd deft Bower, up to and including judgmt, be taxed by the taxing master as between solor and client, and the taxing-master is to include in such taxation the costs of the said S. S. and P. of the motion upon which the order of 20 Ap., 1877, was made and declare that all the afsd costs are payable out of the proceeds of the afsd sale; but no pt of the difference between party and party costs and solor and client costs is to be pd out of the surplus monies (if any) which would otherwise be payable to the deft co out of the proceeds of such sale. Adjourn further conson. Libty to apply. Barry [on behalf, &c.] v. Sao Pedro Brazil Gas Co., and Upward, &c., v. Same Co., M. R., 20 Ap., 1877, A. 855.

Form 353.

Liquidator to sell, liberty

holders to bid.

In this case the property consisted almost entirely of land, with gasworks thereon, situate in South America. There was no trust deed; the debentures were to bearer, and purported to charge the undertaking, monies, and property of the company. See supra, pp. 256, 258. See also Forms 241 et seq., and 267,

supra.

For order of M. R., declaring that debentures formed a first charge on the whole of the real and personal property and undertaking of the company, except uncalled capital, directing inquiries, appointing receiver, and ordering sale, see Bower v. Foreign and Colonial Gas Co., 13 Nov., 1877, A. 2064. Case reported in W. N. 1877, 222. So, too, in Statham v. London and Jagersfontein Mining Co., Chitty, J., declared the debentures [no trust deed] a first charge on the company's mines [situate in South Africa] and other property. 28 July, 1883.

Trusts of deed to be carried into execution. Appoint R. receiver of ppty in Manilla. Libty to expend not exceeding 4001. in preserving ppty: Order that if necessary a proper instrumt be executed by W., the to debenture liq of co to sd R. for the above pposes, to be settled by judge, pass accounts, &c. Order the ppty of co at Manilla, and all other the real and personal ppty of co respively comprised in the first and second debentures, to be sold with approval of judge. W. to have conduct of such sale, with libty to the plts and all other debenture holders and other parties to the action to bid at sd sale. Order that the money to arise from the sale be pd to sd W., and that he do, within fourteen days after receipt thereof, pay same (the amount and date of receipt to be verified by afft) into Ct to credit of action, "Proceeds of sale of mtged ppty." Tax costs of plts and defts as between pty and pty, and as between solor and client, and tax the costs of sd liq of and incidental to sd sale to the completion thereof. Account of what due to first debenture holders and same as to second debenture holders. Adjourn further conson. Libty to apply. Smith, Ward, & Co. (on behalf of themselves and all other the first mtge debenture holders of Eastern Sugar Co.,

Limtd), plts and the co, and M. & Co. (on behalf of themselves and all Form 353. other second mtge debenture holders of sd co), defts. M. R. 2 Ap. 1881, B. 1079.

In the above case the conduct of the sale was given to the official liquidator in order that all parties might be given liberty to bid.

defendant on behalf.

Upon the applicon of the plt, and upon hearing the solors for the Form 354. applicant and for the defts, and upon reading an afft of : Order Liberty to sue that the applicant be at libty to sue the above named deft, J. B. S., on behalf of himself and the other holders of the second mtge debentures of the deft co, for the ppose of obtaining the judgmt of this Ct upon the questions referred to in the indorsemt of the writ in this action.

Where there is a class having adverse interests to the plaintiff, an order as above should be obtained. See Fraser v. Cooper, Hall & Co., 21 C. D. 718.

Upon motion for judgmt, &c. Declare that the trusts of the indre Form 355. of 2 March, 1874, in the statemt of claim mentd, ought to be performed Trust deed. and carried into execution, and order and adjudge the same accordingly: Accounts. and let, &c.:

1. An account of the trust estate and effects comprised in the sd indre, come to the hands of the defts F. and R. or either of them, or any other person or persons by the order, or for the use of the sd defts or either of them.

2. An account of what is due to the plts and all other holders of debentures of deft co, dated, &c., for principal and interest in respect of their sd debentures, distinguishing such of the sd debentures as are overdue from such as are outstanding.

3. An account of all monies supplied by the plts in psuance of their undertaking contd in the sd order of the 25th of May, 1876. Receivers continued. Any of the parties to be at libty to apply in Chambers as to the sale of the ppty comprised in the indre. Adjourn, &c. Libty to apply. Rodewald and others [on behalf] v. Wayne's, &c., Co., Limtd, and others, Malins, V.-C., 23 Mar., 1877, B. 591.

For subsequent order in the above action, and in winding up for sale of the assets, subject to the debentures, for 45,000l., with provisions as to distribution of the purchase money, costs, &c., and receivers to be paid and discharged without passing their accounts," see B. 412, 8 March, 1878.

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The advertisement for claims in the above action was at follows:

PURSUANT to a judgmt of the Chancery Division of the High Ct of Form 356. Justice made in an action of R. and others against Wayne's, &c., Co, Advertisement Limtd, and others, 1876, R. 91, the HOLDERS of DEBENTURES in for claims. WAYNE'S, &C., Co, LIMTD, dated the 2nd of March, 1874, are, on or before the 11th day of June, 1877, to send by post prepd to U. of, in the city of London, the solor of R. and R., the trustees of a certain indre dated the 2nd March, 1874, their Christian and surnames, addresses, and descriptions, and the full parlars of the debentures held

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