be paid in priority to the other debts of the company. [Henley

Co., 9 Ch. D. 469.]

Where under the covenants of a mortgage power was given to the mortgagees to distrain for interest, they were held entitled to distrain for interest accrued after the winding-up commenced, but not for interest due prior to that day. [Ex parte Wright & Roberts, 18 Ch. D. 649.]

Where an execution creditor for over £50 was in possession of the company's goods under a fi. fa. before a winding-up, he was held entitled to the benefit of the execution, as the rule in bankruptcy under sect. 87 of Bankruptcy Act, 1869, is not extended by sect. 10 of Judicature Act, 1875, to a company in liquidation. [Withernsea Brickworks, 43 L. T. 713.]

An order for the winding-up of a company is notice of discharge to the servants of the company from the date of the order.

Yet where the business is continued after the winding-up order and the former servants are actually employed, the old contract between the company and its servants continues in force, and notice of discharge must be given pursuant thereto. [Ex parte Harding, 3 Eq. 341.]

Servants of a company ordered to be wound up are entitled to payment in full in priority to other creditors, of any part of the wages or salary not exceeding £50 due to them at the date of the winding-up. [Association of Land Financiers, 43 L. T. 753; 16 Ch. D. 373.]

The Court may at any time after an order has been made for winding-up a company upon the application by motion by any creditor or contributory of the company, and upon proof to the satisfaction of the Court that all proceedings in relation to the winding-up ought to be stayed, make an order staying the same, either altogether or for a limited time, on such terms. and subject to such conditions as may seem fit. [C.A. 1862, s. 89.]

Under this section the Court may make an order converting

a compulsory into a voluntary winding-up if no creditor objects. [Bristol Victoria Potteries Co., 20 W. R. 569.]

In the case of a company winding-up under supervision the shareholders in general meeting resolved that the liquidation should be put an end to with a view to the continuance of the company and the resumption of its business. All the debts had been paid and there was money in the hands of the liquidator sufficient to meet arrears of current expenses. The Court discharged the winding-up order and allowed the company to resume business. [South Barrule Slate Quarry Co., 8 Eq. 688.1

The Court may as to all matters relating to the winding-up (both before and after) have regard to the wishes of the creditors or contributories as proved to it by any sufficient evidence, and the Court may if it thinks fit direct meetings of the creditors or contributories to be summoned, held, and conducted in such manner as the Court directs for the purpose of ascertaining their wishes, and may appoint a person to act as chairman of any such meeting, and to report the result of such meeting to the Court. In the case of creditors regard is to be had to the value of the debts due to each creditor, and, in the case of contributories, to the number of votes conferred on each contributory by the regulations of the company. Seven clear days' notice of any such meeting must be given either by advertisement or by notice to each creditor or contributory, as the Judge may direct. The notice must specify the matter upon which the Judge desires to ascertain the wishes of the creditors or contributories. The votes given at any such meeting may be given either personally or by proxy, but no creditor can appoint a proxy who is not a creditor of the company whose debt or claim has been allowed, and no contributory shall appoint a proxy who is not a contributory of the company.

Thus where a meeting of debenture-holders had been held and proxies had been given to the liquidator, who was not himself a debenture-holder, the Court declined to act upon the

resolution then passed, and directed a fresh meeting to be held. [Madras Irrigation and Canal Co., 16 L.J. (Notes), p. 95.]

The fact of creditors being also shareholders does not disqualify them from voting on a resolution submitted to a meeting of the shareholders of a company in liquidation. [Madras Irrigation Co., ubi supra.]

CHAPTER XVII.

CONTRIBUTORIES.

THE term "contributory" means every person liable under the Companies Act, 1862, to contribute to the assets of the company in a winding-up.

These contributories are divided into two classes, distinguished as the A and B lists, which consist respectively of the present and past members of the company.

The A list consists of those who are members of the company at the commencement of the winding-up, who are liable for all the debts of the company in priority to the B list, and must be first individually exhausted.

The liability of the A contributories is determined by the nature of the company. In the case of companies limited by shares or guarantee the liability of each contributory is limited to the amount unpaid on his shares, or to the amount guaranteed. In the case of an unlimited company each A contributory is liable for all the debts of the company.

Calls made by the liquidator on the A list must be made equally on all the shares, or pro ratâ on any guarantee.

The Court shall adjust the rights of the contributories amongst themselves, and distribute any surplus that may remain amongst the parties entitled thereto. [Sect. 109.]

The Court has power at any time after a winding-up order, upon proof of reasonable cause of belief that a contributory is about to abscond or to remove, or conceal any of his goods or chattels for the purpose of evading payment of calls or avoiding examination under sect. 115, to cause such person to be arrested and his goods seized until such time as the Court may order. [Sect. 118.]

The Court will not act on mere hearsay evidence. [Imperial Mercantile Credit Co., 5 Eq. 264.]

After the list of contributories has been settled in Chambers the Court usually makes an order for the payment of the calls, or any other sums due from each contributory. This order is conclusive evidence of such sums being due, and can only be got rid of by appealing from it.

The official liquidator can thus enforce payment of any call or other sum due from a contributory by a simple order of the Court. [Sect. 101.]

Until all the creditors of the company are paid in full a contributory of a limited company cannot set off any sum due to him by the company against calls due from him to the company. [Sect. 101.]

And where a limited company is in voluntary liquidation a contributory cannot set off a debt due to him from the company against calls made against him either by the company before, or by the liquidator after, the resolution to wind up. [Whitehouse & Co., 9 Ch. D. 595.]

A holder of fully paid-up shares in a company, although indebted to the company, cannot be put on the list of contributories against his will so as to enable the liquidator to enforce payment under sect. 101. [Marlborough Club Co.,

5 Eq. 365.]

"A" LIST.

The persons liable to contribute as present members are those who, being of full age, have incurred liability either,

(1) By signing the memorandum of association.

It has already been pointed out that these persons are bound to take the number of shares for which they have signed the memorandum direct from the company.

(2) Who have agreed to become members of the company, and have received an allotment of shares.

Under this head is included all the shareholders properly on