disapproving of Brighton Arcade Co. v. Dowling (L. R. 3 C. P. 175), a case of voluntary liquidation.

(ii.)-A decision in the same sense was given, in 1878, by Jessel, M. R., who held that in the winding-up of a limited company, whether Compulsory, or under the Supervision of the Court, or Voluntary, there is no right of set-off by a contributory, against calls made by the liquidator, in respect of a debt due by the company to the contributory.-Re Whitehouse and Co., 1878, Jessel, M. R.; L. R. 9 Ch. D. 595; 39 L. T. (N. s.) 415. In this case, also, the Brighton Arcade case was disapproved and not followed.

(iii.)-On the other hand, in the case of Groom v. Rathbone, December, 1879, (41 L. T. (N. s.) 591) it was held by Kelly, C. B., and Stephen, J., that the defendant in an action for calls, brought by the liquidator of a company, which is being Voluntarily wound-up under the Companies Act, 1862, is entitled to have leave to defend unconditionally under Order xiv., r. 1, of the Rules of Court of 1875, if he has a set-off, exceeding the amount of the claim, due to him from the company.

3.-Voluntary Winding-up as against Compulsory.

After a resolution has been passed for winding-up a company voluntarily, a shareholder cannot, as a general

[* Winding-up subject to Supervision of Court.

(i.)-In the case of winding-up subject to Supervision of the Court, the liquida. tors are appointed by the company, but are subject to the control of the Court. (ii.)-Winding-up under supervision takes place where a company, in course of

rule, obtain a compulsory order for winding-up, or an order for continuing the voluntary winding-up under supervision. The only exceptions to the rule are where the resolution has been passed fraudulently, or where creditors appear to support the petition.—Re Gold Co., 1879, Ct. of App. (James, Baggallay, and Bramwell, L. JJ.); L. R. 11 Ch. Div. 701; 40 L. T. (N. s.) 5; 48 L. J., Ch., 650; 27 W. R. 757. (Malins, V.-C., reversed.)

In connection with this decision, see supra, art. 2, (iii.)

4.-Voluntary Winding-up followed by Dissolution-No Compulsory Order obtainable afterwards.

Where a company has been Voluntarily wound-up under section 142 of the Companies Act, 1862, and has been dissolved under section 143 of the Act, the Court has no jurisdiction to make a Compulsory winding-up order, unless the dissolution can be impeached on the ground of fraud.-Re London, etc., Insurance Co., 1879, Ct. of App.; L. R. 11 Ch. Div. 140; 40 L. T. (N. s.) 666. (Jessel, M. R., affirmed.)

being wound-up Voluntarily, has proceedings instituted against it for the purpose of enforcing a compulsory winding up.

(iii.)—The effect of the order is to continue the Voluntary liquidators as Agents for the purpose of conducting the winding-up, and to avoid the expense of constant reference to the Court, and of constant payment of money into Court. At the same time, if difficulties occur, any Creditor or Contributory may appeal to the Court against an order of the liquidators, and on hearing such appeal, the Court may modify or annul the order of the liquidators, and, in extreme cases, has power to put an end to the Voluntary liquidation and take the whole proceedings into its own hands.]

5.-Appeal in the Name of the Company-Costs.

Where an order has been made for winding-up a company, and an appeal from that order is presented in the name of the company, without any one being joined, who is personally responsible for the costs of the appeal, the Court will entertain an application for security for costs.

Held (affirming the decision of Malins, V.-C.), that although a liquidator had been appointed the company was not precluded from appealing.-Re Diamond Fuel Co., 1879, Ct. of App.; L. R. 13 Ch. Div. 400; 41 L. T. (N. S.) 572; 28 W. R. 309.

6.-Liquidator-Removal-By whom cannot be
petitioned for.

An application to remove a liquidator by a shareholder who, at the date of such application, has not paid his Call, will be dismissed with costs, even though the validity of the call was disputed by the shareholder and in the meantime he has offered to pay the amount of the call into court, to abide the decision as to the validity of such call.-Re Norwich Provident Insurance Soc., Ex parte Hesketh, 1879, Bacon, V.-C.; 41 L. T. (N. S.) 673; W. N., 1879, p. 216; 28 W. R. 272.

7.-Petition by Creditor-Disputed Debt.

(i.)—When a debt is bonâ fide disputed by a company, a creditor cannot obtain a Compulsory order to wind-up. It is well settled by the decisions that his claim must be

established, either by an action, or in the course of the proceedings on the petition.

In one of the latest cases, Jessel, M. R., observed that:

"To entitle a person to petition, he must not only satisfy the Court that the debt was due, but also that the company ought clearly to have paid it. In some cases, no doubt, where there was a disputed debt, the Court might require the company to give some security before disposing of the petition, but this petition did not come within that class of cases." Re South Kensington Stores, 1880, Jessel, M. R. (Not yet reported.)

(ii.)-So, also, Malins, V.-C., lately dismissed a petition on the ground that, where a debt is wholly disputed, the Court will not entertain a petition from the creditor to wind-up, until his claim has been made good by an action.-Re Alcazar Co., 1880, Malins, V.-C. (Not yet reported.)

S.-Paid-up shares-When holder able to prevent Windingup Petition-Alleged fraud of Promoters or Directors.

(i.)—A petitioner, who is not liable to contribute anything to the assets of the company on his shares, because they are Paid-up, must both allege in his petition and show by evidence that, after full payment of debts and liabilities, there will remain Assets of the company of such an amount that, in the event of a Winding-up, he would have a tangible share of Surplus to receive and of sufficient value to authorize him in presenting a petition.

(ii.)-On a Winding-up petition, as well as in an action, a vague allegation of Fraud is not sufficient, but the facts which constitute the fraud must be stated, although it is not necessary to state the evidence of the facts alleged.

(iii.)—Where there is only a vague general allegation of Fraud, evidence of the acts of fraud is not admissible.

(iv.)-Quare, whether a winding-up petition by a fully Paid-up shareholder can be maintained, where the petitioner alleges that the company has no available assets, except moneys to be recovered by rescinding Fraudulent transactions properly alleged in the petition. -Re Rica Gold Washing Co., 1879, Ct. of App.; L. R. 11 Ch. Div. 36; 40 L. T. (N. s.) 531. (Hall, V.-C., affirmed.)

9.-Bankruptcy of Shareholder.

As to the liability of a person, who becomes bankrupt and is the holder of shares in a company in course of winding-up,-see Re West of England, etc., Bank, Ex parte Budden and Roberts, 1879, Fry, J.; L. R. 12 Ch. D. 288; 41 L. T. (N. s.) 179.