Form 461. of England to the account of the off. liq. of sd co: And let upon such paymt by the sd F., or upon its being certified that there is no balance due from him, the sd recognisances dated, &c., be vacated. Alerandra Palace Co., Limtd, Malins. V.-C., 4 Dec., 1878. 2151 A.

Form 462. Summons to

For order on application of K. the liquidator of C. Company, creditors of B. Company, discharging M. from being official liquidator of B. Company, and appointing K. in his place; M. on or before 22 June, to leave in chambers his account as official liquidator, and to pay the certified balance to K., costs of applicants of application to be ascertained in chambers, and paid by said M. to them, but M. to be at liberty to set-off the amount of such costs against the amount (if any) due to him for remuneration as such official liquidator as aforesaid, and upon such payments being made recognisance and bond to be vacated; see Brykinalt Colleries, M. R., 26 May, 1879. A. 1250.

For order directing liquidator to pay out of the company's assets the costs of a person on whose application a former liquidator was removed, but without prejudice to company's right to recover the amount from the removed liquidator, see Commercial Bank Limited, Hall, V.-C., 6 May, 1878. A. 2152.

the

On the pt of the off. liq. of the above-named co, that Messrs. former solors of the sd co, may be ordered upon oath, if necessary, to compel delivery deliver up to the applicant all deeds, books, papers, and writings in their of company's possession, custody, or power, belonging to the above-named co without prejudice to any lien which they may have thereon.

books and papers.

Form 463.

solicitors.

See section 100 of the Act. Orders for the delivery to the official liquidator of property of the company are frequently made under that section.

The application is usually made by summons served on the parties against whom the order is sought. See Buckley, 225.

For order giving liberty to serve out of the jurisdiction summons under this section, see International Patent Pulp Co., 18 June, 1877, 1142. As to enforcing order by attachment, see In re Anglo-French Co-op. Society, 14 C. D. 533.

Upon the applicon of the off. liq. of co, and upon hearing the solors Order against for the applicant and for Messrs. C. & S., solors of, &c. appearing in the company's person, and upon reading 2 orders dated, &c., Let the sd Messrs. C. & S. within fourteen days after service of this order deliver into the hands of B., the sd off. liq., at his office, No. -, all deeds, books, papers, letters, and other documts now being in the possession or power of the sd Messrs. C. & S., and to which the co is primâ facie entled, And order that such delivery shall be without prejudice to the lien of the sd Messrs. C. & S. on the sd deeds, books, papers, letters, and other documts, which lien ought to be pd out of the first monies coming to the hands of the sd off. liq. after providing for the costs and expenses of the winding-up of the ed co, but this order is not to prejudice any security or charge that may be held by the sd Messrs. C. & S. as against the sd co. Langham Skating Rink Co., M. R., 13 Dec., 1877. B. 2063.

See also Indian Mammoth Gold Mines, M. R., 8 July, 1881. A. 2028 [a four days' order as above]. But see now Re Capital Fire, 24 C. Div. 408; 32 W. R. 260; 49 L. T. 697.

For order against a liquidator, see In re Horbury Bridge Co., 11 C. D. 109. General words in a mortgage will not affect the company's books, Re Clyne Tin Co., 47 L. T. 439.

on business.

Upon the applicon of the off. liq., &c., let the sd off. liq. be at libty to Form 464. carry on the business of the sd co, and continue the working of its Order giving collieries and the sale and pchase of coal, and for that ppose to pay out liberty to carry of the monies from time to time in his hands the salaries, wages, and remuneration of the persons employed in the sd business and collieries as from the 19th of July, 1878, and also all such rents, royalties, taxes, and other outgoings as may from time to time become due and payable in respect of the collieries and premes now in the occupation of the sd. co: Also for the ppose of carrying on the sd business and working the sd collieries, to make such pchases as may be proper in the ordinary course of business, for cash or otherwise, of goods, and to pay the pchase money out of such monies as afsd, and from time to time for the same ppose to make such sales of the effects of the sd co as may be necessary or proper in the ordinary course of business: And let, notwithstanding the order of the 19th of July, 1878, the sd off. liq. be at libty to continue an account with the Bank at Wrexham and the

L. J. S. Bank in London, for the ppose of paying wages and keeping the business a going concern: the excess over 1,000l. at both banks to be pd into the Bank of England. Ruabon Coal Co., Limtd, Malins, V.-C., 27 July, 1878. 1530 B.

See also Form 466, infra, and note to Form 468, infra.

Let the applicants as such off. liqs. continue without further order to Form 465. carry on the works and business of the co for the space of six calendar Order to carry months from the date of the order: And order that for the ppose of on business carrying on such business the applicants be at libty to pay the salaries and render monthly of workmen, and the rents and royalties in respect of the mines respively accounts. payable by the co, and any other necessary expenses in order to the carrying on the sd business: And order that the applicants do until further order render their accounts of the sd business so to be carried on by them as afsd once a month; the first account to be rendered on the 27th Mar., and to embrace the period from 10 Feb., 1879, up to the date of this order, as well as subsequent thereto, and the subsequent accounts up to 27th of each subsequent month. Thomas W. Booker & Co., Fry, J., 25 Feb., 1879. B. 362.

Upon the applicon of the off. liqs., &c., Let the applicants be at libty, Form 466. in addition to the account at the Bank of England to be opened by them Liberty to open pursuant to the order of 17 Jan., 1879, to open a banking acconnt at local banking the Cardiff Branch of the Bank: And let the account so to be

opened be called "The Works' Account," and let the applicants be at libty to pay into such account all monies which may arise from the carrying on of the business of the co as carried on under the order of 25 Feb., 1879 [See Form 357]. And let the applicants be at libty to draw against the sd Works' Account for all monies required by them for carrying on the business, and also for the sum of 807. per month,

G G

account.

Form 466. authorised to be pd by the order of 26 Feb., 1879 [see Form 350] with

Form 467.

Liberty to

carry on

business.

Form 468.

Another.

Form 469.

Order giving

out the necessity for the counter signature of the chief clerk: And order that if and whenever the balance at the sd Cardiff Branch shall exceed 5,0007. the amount thereof shall forthwith be transferred by the applicants into the account at the Bank of England. Thos. W. Booker & Co., Fry, J., 27 Feb., 1879. A. 362.

Upon the applicon of W., the off. liq., &c., Let W., the off. liq. of sd co, be at libty to carry on the railway chair foundry of the sd co, unless the same shall be sold in the meantime, for a period not exceeding four months, so far as may be necessary to complete orders already accepted by the sd co for the supply of chairs, and to undertake further contracts for the manufacture of chairs to an extent not exceeding what is necessary for the purpose of using the stock of iron in the co's possession, and provided such further contracts are profitable. And [costs to be costs in winding-up]. Norton Iron Co, Limtd., M. R., 13 Dec. 1878, 2136 B.

Upon the applicon of K., the off. liq., and upon hearing counsel for the applicants and for [certain shareholders and creditors], Let the off. liq. be at libty to carry on the business of the sd co and generally to manage the same until 11 Jan., 1880, or until further order, and for that ppose to retain in his hands such sum or sums of money as may be necessary, with power to draw, accept, make, and endorse any necessary bills of exchange or promissory notes in the name and on behalf of the sd co, and generally to execute and do all such other things as may be necessary or incidental to the carrying on the sd business without the sanction or intervention of the judge. Anglo-American Leather Cloth Co. Hall, V.-C., 5 Nov., 1879. A. 2068.

"to carry on

With the sanction of the Court, the official liquidator has power the business of the company so far as may be necessary for the beneficial winding-up of the same." See section 95 of the Act of 1862; In re Wreck Recovery Co., 15 C. D. 353; W. R. 1880, 133. Conf. Ex parte Emmanuel, 17 C. D. 35; Ex parte Cocks, 21 C. D. 397.

In order to obtain such sanction, special circumstances must be shown, e.g., that goodwill is valuable and would be lost by stopping; that company's leasehold property liable to forfeiture if works stopped; that company has materials worth little unless used in the business; that there are pending contracts which it is desirable to complete; that the company's difficulties are only temporary. Where liberty to carry on the business is given, it is sometimes limited as to time, and the time can then be extended. Sometimes the question whether the business shall be carried on is submitted to a meeting of contributories or creditors, according as the company is solvent or insolvent.

Liberty to carry on the business is much more commonly given to provisional than to official liquidators.

Not uncommonly liberty to carry on the business is given by the order appointing a provisional liquidator. See Forms 414, et seq.

Upon the applicon of S. & B., the prov. off. liqs. of the above-named co, &c., Let the sd prov. off. liqs. be at liberty to raise a sum of 3007.,

bearing interest at the rate of 5 p. c. p. a. upon the security of the Form 469. monies to be obtained from the sale of the coal to be raised from the liberty to collieries of sd co after the date of the raising of the sd money, and borrow. which sum is to be repaid by the prov. off. liqs. out of such monies as soon as they are sufficient for that ppose; And order that for the ppose of securing the paymt of such sum as afsd and interest the prov. off. liqs. shall have power to sign and issue any document or deed which may be necessary or proper for such ppose. And [costs of applicon to be costs in winding up]. Ivy House and Northwood Colliery, M. R., 31 May, 1878. A. 1015.

Section 95 of the Act of 1862 enables the official liquidator, with the sanction of the Court, to raise upon the security of the assets of the company from time to time any requisite sum or sums of money, and this power is frequently exercised, especially where a provisional official liquidator is appointed with liberty to carry on the business; but the Court cannot create a charge in favour of the lender, in priority to the company's mortgagees, except with their consent.

Sometimes liberty to raise money is given by the order appointing the provisional liquidator. See supra, Forms 415, et seq.

Liberty to borrow is frequently given for the purpose of paying off a secured creditor, but it must be shown that the security is worth more than the debt. Sometimes the sanction of the Court is given to an agreement for a present loan and further advances. Regent's Canal Iron Works, 3 C. Div. 411.

Upon the applicon of C. of, the prov. off. liq., Order that the Form 470. applicant be at liberty to borrow a sum not exceeding 3007. at a rate of Another. interest not exceeding 67. p. c. p. a., for the ppose of paying the rent now due in respect of the premes of the sd co in L————, and a sum of 1737. 178. 2d. being the taxed costs of the defts in an action brought by the sd co against H., and that such sum be repayable out of the first assets of the sd co and meanwhile shall be a first charge on the ppty and assets of the same. American Bowling Co., 28 May, 1877. A. 1552.

Let the applicant as such prov. off. liq. be at liberty to borrow for the Form 471. ppose of enabling him to do all acts necessary for carrying on the Liberty to business of the sd co the sum of 2,000l., the rate of interest for the same borrow for carrying on not to exceed 5 p. c. p. a., And let such sum of 2,0007. and interest be a business. first charge on the assets of the sd co. Darlaston, &c., Co., M. R., 1 May, 1877. A. 828.

For order giving liberty to official liquidator to raise 500l. at 621. per cent. interest, and further sums up to 5,000l. for carrying on the company's business, and to charge same by deed on company's assets, such deed to be settled by the judge in chambers, see Original Hartlepool Collieries, 26 Ap., 1877. B. 704.

Upon the applicon of the off. liq., &c., let the sd off. liq. be at liberty Form 472. to pay into the Bank of England to the credit of the account of the off. Liberty to liq. of the sd co 3007. of his own monies to meet urgent paymts in liquidator to

lend.

Form 472. connection with the attempted sale of the co's ppty under the sd order dated, &c., and parly to pay Messrs. H. for advertising the co's ppty, and that the sd off. liq. shall have priority over the sd debenture holders and R. & R. as the trustees of the sd indre and over the monies thereby secured as well as the monies advanced by the plts in the sd action under the sd order, &c., or otherwise to the extent of 3007., and for interest upon the sd sum of 300l. at the rate of 57. p. c. p. a. from the date of such advance until repaymt, and for his costs of this applicon, such costs to be taxed, &c., And order that the sd principal sum and interest and the costs of this applicon shall be a charge upon the co's assets. Wayne's Merthyr Steam Coal Co., and in action. 1 June, 1877. B. 1106.

for sale.

Order giving official liquidators power to advance money for payment of rates on company's property in Nova Scotia; to be repaid with interest at 5 per cent. per annum, out of first sale monies. Cape Breton Co., Malins, V.-C., 29 June, 1878. A. 1513.

Form 473. Upon the applicon of the off. liq., &c., Let the rights and interests of Common order the sd co in its mineral ppty, situate at and also the co's machinery, plant, implemts, materials, and other effects therein and thereon be sold with the approbation of the judge, And let the money to arise by such sale be pd into ct to the credit of the account of the off. liq. of the G. W. Van Co., Limtd., subject to further order. Great West. Van Co., M. R., 8 July, 1878. A. 1474.

As to sales of property in a winding-up, see s. 95 of the Act of 1862, and Rule 32. Where the property to be sold is of substantial value, it is usually directed to be sold with the approbation of the judge, and the subsequent proceedings are conducted as upon a sale in an action. See Dan. Forms, p. 596 et seq.; Seton, 1391 et seq.

Sometimes, however, liberty is given to the official liquidator to sell subject to certain conditions or contracts approved by the judge: And in regard to chattels and property of no great value, liberty is usually given to sell out of Court upon such terms as the liquidator thinks fit.

Application for an order for sale, or for liberty to sell, is usually made by summons on the part of the liquidator supported by evidence showing the expediency of the sale. Not uncommonly the liquidator enters into a provisional agreement for sale, and then applies by summons for the confirmation thereof.

Occasionally before a sale can be made, inquiries as in Form 476, 490, are requisite. Sometimes before taking an order for sale, the liquidator applies to have inquiries made as to incumbrances, priorities, &c. See Forms 366 et seq.; In re Hamilton's Windsor Iron Works Co., 12 C. D. 707; 27 W. R. 827.

Form 474. Upon the applicon of the off. liq. of the above-named co, &c., order Order for sale. that of the ppty of the co in Nova Scotia the following be sold with the approbation of the judge, namely, (1) The, &c., (2) The, &c., (3) & (4). And let the money to arise by such sale be pd into the Bank of England to the credit of the off. liq. to an account to be entitled "Proceeds of sale of ppty sold in the year 1878." Cape Breton, &c., Co. Malins, V.-C., 24 July, 1878. A. 1583.