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Winding-up Joint-Stock Companies.

advantage of having such questions considered and decided by the eminent Judges of that Court, either sitting in Chambers, or in Court, according as the importance of the matters in issue may require. With all due deference to the Bankruptcy Commissioners, it will not be contended that their decisions will be received with the same respect as those of the Master of the Rolls and the Vice-Chancellors. The alterations made by the 58th and 72nd clauses appear to meet all that can be reasonably required.


[Concluded from p. 336, ante.]

Official Liquidators.

For the purpose of conducting the proceedings in winding-up a company, and assisting the Court therein, the Court may, after requiring due security appoint such persons or person, either provisionally or otherwise, as it thinks fit, to the office of official liquidators; it may from time to time remove any person or persons so appointed, and fill up any vacancy occasioned by such removal or by the death or resignation of any such appointee or appointees; if one person only is appointed, he shall be described by the style of and have all the powers hereby given to several liquidators; if more persons than one are appointed, the Court shall declare whether the concurrence of all or any one or more of such persons is required to do any Act hereby required or authorised to be done by the official liquidators; s. 85.

The official liquidators, whether they consist of one person or more, shall in all cases be described by the style of the official liquidators of the particular company in respect of which they are appointed, and not by their individual names; they shall take into their custody all the property, effects, and things in action of the company, and shall perform such duties in reference to the winding-up of the company as may be imposed upon them by the Court; 8. 86.

The official liquidators shall have power, with the sanction of the Court, to do the following things,

To bring or defend any action, suit, or pro-
secution, or other legal proceeding, civil
or criminal, in the name and on behalf of
the company:

To sell the real and personal property, ef-
fects, and things in action of the company
by public auction or private contract, with
power, if they think fit, to transfer the
whole thereof to any particular person or
persons, or to sell the same in parcels :
To execute in the name and on behalf of the
company all deeds, receipts, and other do-
cuments they may think necessary, and
for that purpose to use the company's

seal :


To refer disputes to arbitration, and compromise any debts or claim :

To prove in the matter of the bankruptcy or insolvency of any contributory for any balance against the estate of such contributory, and to take and receive dividends in respect of such balance in the matter of bankruptcy or insolvency as a separate debt due from such bankrupt or insolvent, and rateably with the other separate creditors:

To draw, accept, make, and endorse any bill of exchange or promissory note, and also to raise upon the security of the assets of the company from time to time any requisite sum or sums of money; and the drawing, accepting, making, or endorsing of every such bill of exchange or promissory note as aforesaid on behalf of the company shall have the same effect with respect to the liability of such company as if such bill or note had been drawn, accepted, made, or endorsed by such company in the course of carrying on the business thereof:

To do and execute all such other things as may be necessary for winding-up the affairs of the company and distributing its assets; s. 87.

the Court, may appoint a solicitor and such The official liquidators, with the sanction of clerks or officers as may be necessary to them in the performance of their duties; there shall be paid to such solicitor, clerks, and officers such remuneration by way of per-centage or otherwise as the Court directs; s. 88.

There shall be made to the official liquidators such salary or per-centage by way of remuneration as the Court may from time to time direct, not exceeding the scale hereinafter mentioned; that is to say,

In respect of all moneys not exceeding 100,000l., arising from the estate of such company, received by the official liquidators, and paid or divided among the creditors or contributories of the same under the provisions of this Act, 57. per cent. : In respect of all moneys exceeding 100,000%. but not exceeding 200,000l., 4l. per cent.: And in respect of all further moneys so di

vided which shall exceed 200,000l., 31. per

cent. :

If there are more official liquidators than one they shall be entitled to such remuneration in equal shares unless the Court directs other

wise; s. 89.

When the affairs of the company have been completely wound-up, the Court shall make an from the date of such order, and the company order declaring the company to be dissolved shall be dissolved accordingly; and the Courtf the contributories in respect of the company may in such order declare that the liabilities o that case such liabilities shall cease accordshall cease from the date of such order, and in ingly; s. 90. registrar of companies, who shall make a miAny order so made shall be reported to the

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·Winding-up Joint-Stock Companies.

⚫nute accordingly in his books of the dissolu- examination either orally or upon written intertion of such company; s. 91.

Lord Chancellor, with the advice and consent of Master of Rolls and Vice-Chancellor, to make general rules and orders; s. 92.1 Power of Lord Chancellor of Ireland to make rules; s. 93.

rogatories, and shall report the same in writing in the usual form to the Court, and shall transmit with such report the books, papers, deeds, or documents produced, if the originals thereof are required and specified by the order, or otherwise such copies thereof or extracts thereThe general practice of the Courts of Chan- from authenticated by the sheriff as may be cery in England and Ireland in suits pending necessary; and in case any person so sum. in the same Courts respectively, so far as the moned fails to appear at the time and place same may be applicable, and so far as the same specified, or appearing refuses to be examined is not inconsistent with this Act, or with any or to make the production required, the sheriff rules or orders to be made under this Act, shall shall proceed against such person as a witness apply to all proceedings under this Act; s. 94. or haver, duly cited, and failing to appear, or The District Commissioners of the Court refusing to give evidence or make production, of Bankruptcy and the Judges of the County may be proceeded against by the Law of ScotCourts in England who sit at places more than land; and the sheriff shall be entitled to such 20 miles from the General Post Office, and the and the like fees, and the witnesses shall be Commissioners of Bankrupt and the assistant entitled to such and the like allowances, as barristers and recorders in Ireland, and in all sheriffs when acting as Commissioners under cases relating to mines within the jurisdiction appointment from the Court of Session, and as of the Stannaries Court in Cornwall the Vice- witnesses and havers, are entitled to, in the Warden or the registrar of the said Court, shall like cases, according to the law and practice of be Commissioners for the purpose of taking Scotland: Provided always, that if any objecevidence under this Act; and it shall be lawful tion is stated to the sheriff by the witness, for the Court to refer the whole or any part of either on the ground of his incompetency as a the examination of any witnesses under this witness, or as to the production required to be Act to any such Commissioner, although such made, or on any other ground whatever, it Commissioner be out of the jurisdiction of the shall be competent for the sheriff, if he thinks Court by which the order absolute was made; fit, to report such objections to the Court, and and every such Commissioner shall, in addition to suspend the examination of such witness to any power of summoning and examining until such objection have been disposed of by witnesses, and requiring the production or de- the Court; s. 96. livery of documents, and certifying or punishing defaults by witnesses, which he might lawfully exercise as a District Commissioner of the Court of Bankruptcy, Judge of a County Court, Commissioner of Bankrupt, assistant barrister or recorder, or as the vice-warden or the registrar of the Stannaries Court, have in the matter so referred to him all the same powers of summoning and examining witnesses, and requiring the production or delivery of documents and punishing defaults by witnesses, and allowing costs and charges to witnesses as the Court has, and the examination so taken shall be returned to the Court in such manner as it directs; s. 95.

The Court may direct the examination in Scotland of any person within Scotland, whether a contributory of the company or not, in regard to the estate, dealings, or affairs of such company, or in regard to the estate, dealings, or affairs of any person, being a contributory of the company, so far as the company may be interested therein in respect of his being such contributory; and such order shall be directed to the sheriff of the county in which the person to be examined resides or is for the time; and the sheriff shall summon such person to appear before him at such time and place as may be specified in the summons, for examination upon oath as a witness or as a haver, and to produce the books, papers, deeds, or documents called for which may be in his possession or power, and the sheriff may take such

See Clause H., p. 354

Voluntary Winding-up of Company.

A company may be wound-up voluntarily,
(1.) Whenever the period, if any, fixed for
the duration of the company by the articles
of association expires, or whenever the
event, if any, occurs, upon the occurrence
of which it is provided by the articles of
association that the company is to be dis-
solved :

(2.) Whenever the company in general
meeting has passed a special resolution
requiring the company to be wound-up
voluntarily :

Whenever a company is wound-up voluntarily the company shall cease to carry on its business, but its corporate state and all its corporate powers shall, notwithstanding any provision to the contrary in its deed of settlement continue until the affairs of the company are wound-up; s. 97.

The following consequence shall ensue upon
the voluntary winding-up of a company,
(1.) The property of the company shall be
applied in satisfaction of its liabilities, and,
subject thereunto, shall be distributed
amongst the shareholders in proportion to
their shares :

(2.) Liquidators shall be appointed for the
purpose of winding-up the affairs of the
company and distributing the property:
(3.) The company may appoint such person
or persons as it thinks fit to be a liqui-
dator or liquidators:

(4.) If one person only is appointed, all the

Joint-Stock Companies.—Judgments, Execution, &c., Bill.-Drainage Amendment Bill. 35

provisions herein-contained in reference to several liquidators shall apply to him; (5.) If no appointment of liquidators is made by the company, the person who at the time of the dissolution of the company are directors shall be liquidators:

(6.) When several liquidators are appointed, every power hereby given may be exercised by any two of them:

(7.) The liquidators may at any time after the passing of the resolution for windingup the company, and before they have ascertained the sufficiency of the assets of the company, or the debts in respect of which the several classes, if any, of contributories are liable, call on all or any of the contributories to the extent of their liability to pay all or any sums they deem necessary to satisfy the debts of the company, and they may in making a call take into consideration the probability that some of the contributories upon whom the same is made may partly or wholly fail to pay their respective portion of the same: (8.) The liquidators shall have all powers herein-before vested in official liquidators, and may exercise the same without the intervention of the Court: (9.) All books and papers in the hands of the liquidators shall at all reasonable times be open to the inspection of the shareholders:

(10.) As soon as the affairs of the company are fully wound-up, the liquidators shall make up an account showing the manner of such winding-up, and the disposal of the property and assets of the company; and such account with the vouchers thereof, shall be laid before the company, or such person or persons as may be apointed by them to inspect the same; and within one month after the date of the affairs being fully wound-up as aforesaid the liquidators shall call a general meeting of the shareholders for the purpose of considering such account:

(11.) Such general meeting shall not enter upon any business except the consideration of the account; but the meeting may proceed to the consideration thereof notwithstanding the quorum required by any bye-law of the company to be present at general meetings is not present thereat; and if on consideration the meeting is of opinion that the affairs of the company have been fairly wound-up, they shall pass a resolution to that effect, and thereupon the liquidators shall make a return to the registrar of companies of the account, and resolution of the meeting, within 14 days thereafter, and on the registration of such return the company shall be dissolved, and all the powers thereof, and of its directors and officers shall determine:

after make up an account showing the state of the affairs and the progress which has been made in winding-up down to that date, and they shall add thereto a report stating the reasons why the windingup has not been completed, and a general meeting shall be called to consider the same, and any resolutions of the general meeting shall be registered in manner above provided, and so on from year to year until the winding-up of the affairs of the company is complete; s. 98.




WHERE final judgment has been obtained in the Courts at Westminster, a memorial of such judgment may be registered in Ireland, and vice versa, and execution obtained thereon; sect. 1.

Where final judgment has been obtained in the Courts at Westminster or at Dublin, a memorial of such judgment may be registered in Scotland, and execution obtained thereon; s. 2.

No memorial of a judgment to issue without rule of Court or Judge's order or certificate; s. 3.

Decreets of Court of Session, or of Sheriff Courts and Decreets of Registration in the' Books of Council and Session in Scotland, may be registered in England or Ireland, and execution obtained thereon; s. 4.

No extract of decreet to issue without warrant of Court or Lord Ordinary; s. 5.

Memorial or extract to be produced for registration within six days of date thereof; s. 6. Memorial or extract to be filed, and satisfaction or discharge may be entered thereon, and certificate thereof to be evidence; s. 7.

Registers may be searched, and for each search a fee of 6d.; s. 8.

Security for costs, where plaintiff resides in a different part of the United Kingdom, abolished; s. 9.

Costs not to be allowed in actions on judgments, unless by order of Court; s. 10. Punishment of forgery of signature of officer of Court; s. 11.

Judges to make rules for execution of this Act; s. 12.

Judges at Westminster and Dublin to issue altered writs of execution, if necessary; s. 13. Short Tiile of Act; s. 14.




9 & 10 Vict. c. 101, ss. 9 and 17, repealed. If Commissioners think an advance expedient, (12.) If within one year after the passing they may issue a provisional certificate, with of a resolution for a winding-up the affairs the sanction of the Treasury. Expenses of inof the company such affairs are not wound-vestigation may be charged upon the land, if up, the liquidators shall immediately there- Commissioners shall think fit; sect. 1.


Charitable Uses Bill.-Drafts on Bankers' Bill.—Review: Shelford's Insolvent Stats.

9 & 10 Vict. c. 101, s. 28, and 10 Vict. c. 11, 8. 6, repealed. Commissioners, when satisfied of the execution of the works, may issue certificate for an advance under this Act; s. 2. Treasury may direct advances to be made;

s. 3.

Commencement of rentcharges; s. 4.

9 & 10 Vict. c. 101, s. 29, repealed. Commissioners to deliver certificate to owner of land in Scotland; s. 5.

As regards lands in Ireland, a memorial of the certificate shall be registered in the Register Office in Dublin; s. 6.

Certificates of advance to be kept by Commissioners; s. 7.

Upon apportionment, part of lands may be freed from rentcharge; s. 8.

Repeal of part of sect. 2 of 10 Vict. c. 10; Commissioners may authorise deviation; s. 9. Construction of "Commissioners ;" s. 10. Commissioners to appoint substitute in certain cases; s. 11.

Act to apply to all cases, whatever date of provisional certificate; s. 12.

Acts to be read together s. 13.
Short title of Act; s. 14.


THIS Bill, to amend the Law relating to the Conveyance of Lands for Charitable Uses (as amended in Committee), contains the following clauses :

No past or future deed, &c., for charitahle uses upon valuable consideration to be void if enrolled in Chancery within six calendar months; s. 1.

No past deed, &c., for charitable uses, not upon valuable consideration, to be void by reason of non-compliance with the formalities in 9 Geo. 2, c. 36, or of specified stipulations for the donor's benefit, or (as to copyholds), for want of deed indented, if deed, &c., be enrolled within six calendar months, &c.; s. 2.

No future deed, &c., for charitable uses not upon valuable consideration to be void by reason of specified stipulations for donor's benefit, or (as to copyholds) for want of deed indented, if deed, &c., be enrolled within six calendar months, &c.; s. 3.

Where charitable uses of any past deed, &c., not enrolled are declared by any other deed, &c., enrolment of such other deed, &c., suffi cient. Where neither is enrolled, enrolment of such other deed, &c., requisite; s. 4.

Where charitable uses of any future deed, &c., declared by any other deed, &c., enrolment of such other deed, &c., requisite; s. 5. Act not to extend to deeds, &c., already avoided, or to pending suits; s. 6.

Hereditaments conveyed to trustees for charitable uses to vest in successors of original trustees duly appointed. 13 & 14 Vict. c. 28. Providing for payments in lieu of fines as to copyholds; s. 7.

Act not to extend to Scotland or Ireland;

s. 8.

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In every case where a draft on any banker made payable to bearer on demand bears across its face, an addition, in written or stamped letters, of the name of any banker, such draft shall be payable only to the banker whose name is so addeď; s. 1.

Where such draft bears across its face an addition of the words "and company," or any other words, in full or abreviated, by which it may be reasonably understood that it is intended that such draft is to be paid to some banker, such draft shall be payable only to some banker; s. 2.

Where such a draft bears across its face an addition of the names of two or more bankers, not being partners, so that it may reasonably be doubted to which of such bankers it is intended that such draft is to be paid, the banker on whom such draft is made may, at his discretion, refuse payment thereof, notwithstanding that he have in his hands funds of the drawer sufficient to pay the same, and such banker shall not be liable to be sued for any damage incurred by reason of such refusal; s.


In the construction of this Act, the word "banker" shall include any person or persons or corporation, or joint-stock or other company, acting as a banker or bankers; s. 4.


The Statutes for the Relief of Insolvent
Debtors, with Notes on the Decisions
thereon; and the Orders and Forms of
the Insolvent Court for obtaining the
Discharge of Insolvent Debtors from
Prison or their Protection from Process.
Middle Temple, Barrister-at-Law. Lon
don: Maxwell. 1856. Pp. 446.
We have all Mr. Shelford's books, as works
of reference, and they are amongst the most
valuable books on our shelves. We always
find the latest case, and, to adopt a phrase
of the day, "the right case in the right
place." We do not mean-it is not at all
necessary to review this last production of
Mr. Shelford, which we have put in its
proper place, feeling that we can always rely
on it when it comes to be wanted. By the
Judges of the County Courts, and by those
members of the Profession who practise in
the country, and who may, therefore, be
called upon, any day, to support or oppose
an insolvent, this work will be found in-
valuable. It is a very different book from
editions of many other Statutes, which are
issued in such numbers. Mr. Shelford's
books are trustworty exponents of the law.

The work contains the Statutes, prescrib

Review: Twiss on International Law-Richardson's Solicitors' Book-keeping.


ing the two modes by which insolvent debtors | Balthasar Aayala, the First Systematic Teacher. may obtain relief either by being discharged-Suarez of Granada; earliest Recognition of from imprisonment, or by being protected from an Usage amongst Nations.-Albericus Genprocess, with notes of the reported cases on tilis the Precursor of Grotius.-Maritime Law. both branches of the subject. -Consolato del Mare.-Roles d'Oleron.— The rules of the Court for the relief of in- Laws of Wisby.-Code of the Hanse League. solvent debtors, and the forms used both in-Era of Grotius.-His Treatise on the Right proceedings for discharge from imprisonment, or from protection from process, are added. The work also includes the Statutes for facilitating arrangements between debtors and creditors, and for the discharge of small debtors from imprisonment, with notes of the reported cases thereon.

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of War and Peace.-Its wide-spread Influence. -Its subject more extensive than its Title.Method of Treatment.-Contents of the Work. Opposition to its acceptance, both in England and in France. - Antagonism of Selden. - Unfavourable Criticisms of Rousseau.Paley, Jeremy Bentham, Dugald Stewart.Favourable Judgments of Adam Smith, Sir James Mackintosh, Mr. Hallam, and Dr. Whewell. }

Lecture II.- Seiden, Mare Clausum.Hobbes, De Cive.-Dr. Richard Zouch, Jus

inter Gentes.-Natural and Positive Law.—

Second Period: Era of Pufendorf.-Bishop Cumberland, De Legibus Naturæ.-Pufenfrom the Law of Nature.-Practice of Nations dorf's Denial of a Law of Nations distinct not obligatory as a Rule.-Mischievous Effect of his Teaching.-Professor Rachael.-Christian Thomasius supports Pufendorf's Doctrine.

"Upon the general theory of the Law of Nations, much has been written by authors of Glafey and Köhler, Opponents of it.-Van great name and ability. Upon practical ques- Bynkershoek, De Foro Legatorum.-Jus Gentions much has been laid down by those dis- tium Pactitium.-Leibnitz, Codex Juris Gentinguished civilians, who have adorned the tium Diplomaticus.-Dumont, Corps UniverBritish and American Courts of Admiralty, sel Diplomatique du Droit des Gens.-Third and whose masterly judgments, full of wisdom Period: Christian von Wolff revives the teachand learning, are the most perfect expositions ing of Grotius.-His Work, Jus Gentium Meof the best and purest principles of that law. thodo Scientifica Tractatum, recast by M. It has been attempted, in the following lectures, de Vattel.-Von Wolff's peculiar pass briefly in review both series of autho- Nations composite Bodies, and so subject to a rities, and to note the chief characteristics of Law different from the Law of Nature applithe most eminent amongst them, with a view cable to Individuals.-Vattel's Doctrine on to make them known to the student, and not this Head.-Necessary and Voluntary Law with any pretence to novelty of view or origi- of Nations.-Fourth Period: J. J. Moser.nality of treatment. On the contrary, the ma- Practical Law of Nations.-Von Martens.terials supplied by others have been freely used, Schmalz.-Klüber.-Wheaton.-Judicial Dewhere the doctrine appeared to be sound, or the criticism just. There is little, therefore, in the following pages calculated to supply the wants of the scholar or of the publicist; but they may be useful to the student in guiding him to the best sources and in thereby enabling him to draw knowledge from the fountain head. Of all human sciences, the law is bably not the last to which the precept strictly applies, melius est haurire fontes, quam consectari rivulos." "


The Authors' extensive learning and research will be best shown by the following statement of the authorities referred to, in each lecture:

cisions.-Chancellor Kent.-Lord Stowell.Practice of Nations limits abstract Principles. -Heffter.-External and internal Public Law.

Private International Law. - Mr. Justice Story, Conflict of Laws.-Huberus, de Conflictu Legum.-Foelix, Traité du Droit International Privé.-Austin on Jurisprudence.International Morality.- Obligation and Sanction of the Law of Nations.

Solicitors' Book-keeping, practically illustrated. By W. S. RICHARDSON. Manchester. 1856.

THIS is a useful Pamphlet, and in addition to specimens of book-keeping for Lecture I.-International Law a science of solicitors, it contains suggestions for the modern growth.-Law of Nations not identical regulation of an office and accuracy in bills with the Jus Gentium of the Romans.-Insti- of costs. The writer, it appears, has been tutes of the Emperor Justinian.-Cicero.-The

Fetial Law.-Authority of the Holy See as Su- a managing clerk for 25 years in offices of preme Umpire between Temporal Sovereigns. large practice.

-Reaction against the Papal Donation of the
Indies.-Franciscus à Victoria and Dominicus
Soto, the Pioneers of the New Doctrine.-

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