Prec. II.

Books of account, &c., to be handed

over.

Guarantee fund.

so as to become legally binding upon both the asso-
ciation and the corporation, before the 31st day of
January, 1875, the same shall be abandoned and be
void.

"(15.) The corporation shall, when this agreement has
become binding as aforesaid, hand over to the asso-
ciation, upon being requested so to do, all books,
vouchers, letters, proposals, declarations, and other
papers and documents relating in anywise to the several
policies and annuities in the first, second, third, and
fourth schedules hereto mentioned, and in like manner
shall hand over to the association all deeds, bonds,
bills, notes, and other securities, comprising, affecting,
or in anywise relating to the assets and securities
referred to in the sixth schedule to this agreement.
"(16.) Until the 1st day of December, 1875, the said sum of
32,3321. 3s. 2d. and other the monies which shall be
received by the association or its trustees pursuant to
the stipulations herein contained, or under or by virtue
of any of the policies specified in the said fourth
schedule hereto shall be continued or invested in or
upon some of the investments authorised by the articles
of association of the corporation and also by the rules
of the association respectively, and the same with the
income arising therefrom shall be held as a separate
trust fund in the first place for more effectually securing
the payment and satisfaction by the association pursuant
to the stipulations in that behalf hereinbefore contained
of all liabilities, debts, claims, and demands under and
in respect of the said policies and annuity deeds com-
prised in the first three schedules hereunder written,
and the policies to be granted pursuant to Clause 8 of
this agreement, according to the tenor of the said
policies and annuity deeds respectively and subject
thereto, shall belong to the general funds of the
association. A separate account of the said monies,
investments, and income shall be opened and kept in
the books of the association, and such account shall
from time to time be credited with the monies so
received by the association as aforesaid, and shall be
debited with all sums paid by the association in respect

Prec. II.

of policies and annuity deeds specified in the first three schedules hereto or to be granted pursuant to Clause 8 of this agreement or any of them, or for premiums on policies comprised in the fourth schedule hereto, and upon every such payment a portion of the said trust monies, stocks, funds, and securities equal thereto in amount or value, shall be freed and discharged from the herein before mentioned trust, and shall thereupon fall into and become part of the general fund of the association. "(17.) If any dispute [arbitration clause]." Arbitration. 13. At a general meeting of the corporation duly held on Extraordinary the day of June, 1874, and of which notice specifying the intention to propose the resolutions hereinafter mentioned was duly given, the following extraordinary resolutions (among others) were passed unanimously by the members of the corporation for the time being entitled according to its regulations to vote who were there present in person or by proxy, namely: (1.) That the conditional agreement dated, &c., and

made, &c., (meaning thereby the said stated agree-
ment) be ratified and confirmed either absolutely or
with such modifications and qualifications as may be
deemed advisable.

(2.) That the directors of the corporation be authorised
and empowered to make application to the Court of
Chancery under the statutes in that behalf for the
sanction and confirmation of such agreement, and the
arrangement intended to be effected thereby, and upon
such sanction and confirmation being obtained, to do
all acts and to execute (under the seal of the corpora-
tion or otherwise) all instruments and assurances which
may be requisite or expedient for carrying such agree-
ment and arrangement into effect.

(3.) That it has been proved to the satisfaction of this meeting that the corporation cannot, by reason of its liabilities, continue its business, and that it is advisable to wind up the same.

(4.) That the corporation be wound up voluntarily. And at the said meeting your petitioners A., B., C., and D., were appointed liquidators for the purpose of winding up the affairs of the corporation and distributing the property.

resolutions approving agreement and for winding

up.

PP

Prec. II.

Supervision order.

Statutory requisitions complied

with.

Position of association.

Arrangement beneficial.

14. On the day of

it was ordered by his Honour the Vice-Chancellor Sir Richard Malins that the voluntary winding up of the corporation should be continued subject to the supervision of this honorable Court.

15. [Approval of the agreement by the association in general meeting.]

16. On the

day of

a statement of the nature of the transfer proposed to be effected under the said agreement of the - day of -, together with a copy of the said agreement and an abstract containing the material facts embodied therein, and also a copy of the actuarial report of the said upon which such agreement is founded, was forwarded to each policy holder of the corporation in manner provided by Section 136 of the Companies Clauses Consolidation Act, 1845, for the transmission to shareholders of notices not requiring to be served personally. The said agreement remained open for the inspection of the policy holders and shareholders of the corporation at the office of the corporation for a period of 15 days from the issuing of the before-mentioned abstract, and a notice to that effect was appended to the statement sent to the policy holders as aforesaid.

17. The association has been established for upwards of years. During that period it has made large profits, and now its invested funds amount to more than 600,0007.

18. The arrangement intended to be effected by the said conditional agreement is an equitable arrangement, and it is expedient and will be mutually beneficial to the shareholders and policy holders of the corporation and to the association that the same agreement should be confirmed and carried into effect. In that event the shareholders of the corporation will receive a bonus upon their subscribed share capital which there is no reasonable prospect of their ever obtaining by any other means, and the winding up of the corporation will be facilitated and rendered less costly. Moreover, if the said agreement be confirmed each policy holder of the corporation will acquire the right to a novation of his policy upon beneficial terms if he shall think fit so to do instead of receiving the present value thereof, and the association will thereby secure an augmentation of its insurance business without a corresponding increase of working expenses.

Your petitioners therefore humbly pray :

1. That the said conditional agreement of the

day of Prec. II.

and the arrangement intended to be effected thereby may be sanctioned and confirmed by this honorable court and carried into effect, and that your petitioners, the directors and liquidators of the said corporation, may be at liberty to execute and do all assurances and things which shall be necessary for that purpose.

2. That provision may be made for the costs of and incident to this application.

3. That your Lordship may make such further or other order in the premises as to your Lordship shall seem fit. And your petitioners will ever pray, &c.

NOTE. It is intended to serve this petition on the abovenamed E., F., G., and H., as trustees of the

PRECEDENT III.

Association.

PETITION to COURT to sanction ARRANGEMENT BETWEEN a Prec. III. COMPANY and its CREDITORS under the provisions of the

Joint Stock Companies Arrangement Act, 1870 (33 & 34

Vic. c. 104 (a)).

In the High Court of Justice,

Chancery Division.

Vice-Chancellor Malins.

In the matter The Bessemer Steel and Ordnance
Company, Limited.

And in the Matter of The Companies Acts, 1862 and
1867.

And in the Matter of The Joint Stock Companies
Arrangement Act, 1870.

To Her Majesty's High Court of Justice.

The humble petition of C. F. K. of, in the county of

(a) The Act above referred to is as follows:

"Whereas it is expedient to amend the law relating to the liquidation

of joint stock and other companies: Be it enacted, &c." as follows:

1. This Act may be cited as "The Joint Stock Companies Arrangement Short title. Act, 1870."

2. Where any compromise or arrangement shall be proposed between Where com

Prec. III.

Incorporation.

promise proposed, Court of Chancery may order a meeting of

creditors, &c., to decide as to such compromise.

Interpretation.

Act and Companies Act to be read together.

-, and J. E. F. A., of, in the county of —, the official liquidators of the above-named company (hereinafter called the company) showeth as follows:

1. The company was incorporated under the Companies

a company which is, at the time of the passing of the Act or afterwards, in the course of being wound up either voluntarily or by or under the supervision of the Court, under the Companies Acts 1862 and 1867, or either of them, and the creditors of such company, or any class of such creditors, it shall be lawful for the Court, in addition to any other of its powers, on the application in a summary way of any creditor or the liquidator, to order that a meeting of such creditors or class of creditors shall be summoned in such manner as the Court shall direct; and if a majority in number representing three-fourths in value of such creditors or class of creditors present, either in person or by proxy at such meeting shall agree to any arrangement or compromise, such arrangement or compromise shall, if sanctioned by an order of the Court, be binding on all such creditors or class of creditors, as the case may be, and also on the liquidator and contributories of the said company.'

3. The word "company" in this Act shall mean any company liable to be wound up under "The Companies Act, 1862."

4. This Act shall be read and construed as part of "The Companies Act, 1862."

Until this Act was passed the majority of the creditors of a company in course of being wound up under the Act of 1862 had no power, except under Section 136, to bind the minority to accept a composition. Neither Section 159 of the Act, which is as follows:

"The liquidators may, with the sanction of the Court where a company is being wound up by the Court, or subject to the supervision of the Court and with the sanction of an extraordinary resolution of the company, where the company is being wound up altogether voluntarily, pay any classes of creditors in full, or make such compromise or other arrangement as the liquidators may deem expedient with creditors or persons claiming to be creditors, or persons having or alleging themselves to have any claim, present or future, certain or contingent, ascertained or sounding only in damages against the company, or whereby the company may be rendered liable."

Nor Section 160, which provides that:

"The liquidators may, with the sanction of the Court, where the company is being wound up by the Court, or subject to the supervision of the Court and with the sanction of an extraordinary resolution of the company, where the company is being wound up altogether voluntarily, compromise all calls and liabilities to calls, debts and liabilities capable of resulting in debts, and all claims, whether present or future, certain or contingent, ascertained or sounding only in damages, subsisting or supposed to subsist between the company and any contributory or alleged contributory, or other debtor or person apprehending liability to the company, and all questions in any way relating to or affecting the assets of the company, or the winding up of the company, upon the receipt of such sums, payable at such times, and generally upon such terms as may be agreed upon, with power for the liquidators to take any security for the discharge of such debts or liabilities, and to give com