and transfer the same unto, between, or amongst all and every, or any such one or more of seven named children of the testator (three of whom were respectively named Amelia, Jessy, and Annette), as the testator should by deed or will appoint, and in default of appointment, and subject thereto, in trust for the seven children in equal shares as therein mentioned. The settlement contained a hotchpot clause in the usual form. In Oct. 1849 the testator's daughter Jessy intermarried with Alfred Crawshay, her cousin, and by the settlement made on her marriage, dated the 17th Oct. 1849, she assigned all her interest in the sum of 35,000i. to the trustees of her settlement, to be held by them upon the trusts therein declared. By his will, dated the 21st Oct. 1865, the testator bequeathed the sum of 150,000l. Consols to his daughter Jessy, and he directed that that legacy should be paid or transferred to four persons who were named in the will as trustees, or the survivors or survivor of them, and that it should be held by them upon trust as to the income thereof for his daughter Jessy during her life, for her separate use, without power of anticipation; and after her death upon trust as to the principal for her children or remoter issue as she should by deed or will appoint, and in default of such appointment, and subject thereto, upon trust for her children as therein mentioned; and in default of issue the legacy was to be held upon trust for such persons as she should by deed or will appoint, and in default of and subject to any such appointment the same was to devolve and belong to her then next of kin, exclusively of any husband. The testator gave a similar legacy in the same way to his daughter Amelia. The will contained a recital that by the settlement of Aug. 1828 the testator had power to appoint by his will the sum of 35,000l. to or amongst any one or more of his children as therein mentioned. The will also contained the following provision: Now, therefore, my will is, and by virtue of the said power and of every or any other power enabling me in that behalf, I appoint that the sum of 10,000l., part of the said last mentioned sum, shall go and belong to my daughter Amelia, the sum of 10,000l., further part thereof, shall go and belong to my daughter Jessy, and the sum of 7000l., further part thereof, shall go and belong to my daughter Annette, but my will is that, as to the two first mentioned sums of 10,000l. and 10,000l., the same shall be paid to the respective trustees hereinbefore named and appointed with reference to the legacies hereinbefore bequeathed to them my said two daughters respectively, and be held upon the trusts and for the intents and purposes hereinbefore declared of and concerning those legacies. The testator then directed that the sum of 70001. appointed to his daughter Annette should be paid to trustees to be named by his executors, and be settled and held upon the trusts therein mentioned. And the testator continued as follows: And as to the residue of the said sum of 35,000l. I appoint and declare that the same shall go and belong to my son Robert T. Crawshay, his executors, administrators, and assigns, absolutely; and in case I have exceeded my power in not appointing the said sums of 10,0007., 10,000l., and 7000l. unconditionally, but in directing the settlement thereof respectively as aforesaid; and in case my said daughters Amelia, Jessy, and Annette respectively, or their respective husbands, or others having any right or power to object to the settlement thereof as aforesaid, shall so object, or shall not [CHAN. DIV. confirm such settlement thereof if required so to do, then I appoint that the said sums of 10,000l., 10,000, and 70001. respectively shall also go and belong to my said son Robert T. Crawshay absolutely, but who will, I am assured, settle the same voluntarily in the manner in which I have attempted to settle the same as aforesaid, so as thereby to carry out my wishes. On the 7th Nov. 1867 Robert T. Crawshay executed a declaration of trust of the 10,000l. appointed to Jessy, to carry out the testator's wishes. Jessy Crawshay (who survived her hus band) by her will, dated the 29th Jan. 1885, professedly in exercise of the powers of appointment conferred on her by the will of the testator with regard to the legacy of 150,000l., and the sum of 10,000l. appointed by his will to her as aforesaid, appointed various sums to her children (one of whom was Jessy Sandeman) and their issue. And the testatrix declared that any child or grandchild of hers who might object to or try to defeat the exercise of the powers of appointment and other the provisions and intentions of her will should forfeit all benefits conferred on him or her by the will, and that every appointment or bequest made to him or her, or for his or her benefit, should for this purpose be considered as having been made to her daughter Jessy Sandeman. The testatrix died on the 17th July 1889. The defendants to the summons were the trustees of the settlement of the 17th Oct. 1849, Mrs. Sandeman, the other children of Mrs. Alfred Crawshay, the trustees of their settlements and their children. The summons asked for the determination of the following questions: (1) Whether the trustees of the settlement of 1849 were entitled to have the sum of 10,000l. appointed to Jessy Sandeman paid or transferred to them. (2) Whether the plaintiffs held that sum upon the trusts declared by the will of William Crawshay as well as the declaration of trust dated the 7th Nov. 1867, executed by Robert T. Crawshay. The summons was adjourned into court. Bramwell Davis and Reginald Winslow for the plaintiffs. Seward Brice, Q.C. and R. F. Norton for Jessy Sandeman.-The only appointment to Jessy Crawshay is by means of the direction to settle the fund, and that is bad because it is in excess of the power; consequently the appointment to Robert T. Crawshay takes effect. The addition of the words, "who will, I am assured, settle the same voluntarily," does not invalidate the appointment. Those words do not show any bargain between the testator and Robert T. Crawshay that the latter should settle the fund, nor is there any evidence of any such a bargain, or that Robert T. Crawshay accepted any trust: Blacket v. Lamb, 14 Beav. 482. If, however, the appointment to Jessy and the appointment to Robert are both bad, the 10,0001. goes to Robert under the appointment of the residue of the 35,000l. to him. The testator has shown an intention to appoint the whole of the 35,000l. Freme v. Clement, 44 L. T. Rep. N. S. 398; 18 Ch. Carter v. Taggart, 16 Sim. 423; Champney v. Davy, 40 L. T. Rep. N. S. 189; 11 Ch. Re Turner's Settled Estates, 52 L. T. Rep. N. S. 70 Re Harrie's Trust, Joh. 199, 205; Easum v. Appleford, 10 Sim. 274, must now be treated as overruled. Napier-Higgins, Q.C. and P. S. Stokes; CozensHardy, Q.C. and G. Murray for other defendants in the same interest. Everitt, Q.C. and J. W. Cunliffe for the trustees of Jessy Crawshay's marriage settlement.-The attempt to impose an obligation on the daughter, or to put pressure on her in order to compel her to settle the fund, is void: Wallgrave v. Tebbs, 26 L. T. Rep. O. S. 147; 2 K. & J. 313; Tee v. Ferris, 2 K. & J. 357; Moss v. Cooper, 1 J. & H. 352; Topham v. Duke of Portland, 22 L. T. Rep. N. S. 851; Rowbotham v. Dunnett, 8 Ch. Div. 430. [NORTH, J. referred to Lomax v. Ripley, 24 L. T. Rep. O. S. 323; 3 Sm. & G. 48; Jones v. Badley, L. Rep. 3 Ch. 362.] In cases relating to mortmain the illegality is created by statute, and it is necessary, in order to avoid a gift of land which is absolute in form, to prove an enforceable trust for a charity. The doctrine of fraudulent appointments, however, is an equitable doctrine. The donee of a special power of appointment has a discretionary trust. When the object of an appointment to an object of the power is not avowed, as it is here, to be made in order to benefit persons outside the power, it must be shown from antecedent circumstances. The object here is avowed, and all that is done is mere machinery to carry out a fraud on the power. The daughter takes absolutely, and the attempt to compel her to make a settlement fails : Woolridge v. Woolridge. John, 63, 69; Churchill v. Churchill, 5 Eq. 44; Re Marsden's Trusts, 33 L. T. Rep. O. S. 271; 4 Drew. 594, 599. The 10,000l. does not pass to Robert under the gift of residue: Page v. Leapingwell, 18 Ves. 463; Petre v. Petre, 21 L. T. Rep. O. S. 136; 14 Beav. 197; Wright v. Weston, 26 Beav. 429: Wilson v. Kenrick, 31 Ch. Div. 658, 661; Morgan v. Gronow, 28 L. T. Rep. N. S. 434; L. Rep. Scholfield v. Spooner, 51 L. T. Rep. N. S. 138; 26 Ch. Booth v. Alington (28 L. T. Rep. O. S. 211; 6 De G. E. Wilkinson for the trustees of Mrs. Sandeman's settlement. Brice, Q.C. in reply.-Re Marsden's Trust Trust (ubi sup.) was a very special case. It was commented on by Baggallay, L.J., in Roach v. Trood (31 L. T. Rep. N. S. 666; 3 Ch. Div. 429). R. F. Norton was also allowed to reply.-The true rule with regard to an absolute appointment coupled with a direction to settle is laid down in Pryor v. Pryor (10 L. T. Rep. N. S. 364; 2 D. J. & S. 205), and by Lord Cranworth in Duke of Portland v. Topham (10 L. T. Rep. N. S. 355; 11 H. of L. Cas. 32, 55). He also referred to Wright v, Goff, 27 L. T. Rep. O. S. 179; 22 Beav. Goldsmid v. Goldsmid, 2 Hare, 187; [CHAN. DIV. NORTH, J. (after reading the provisions of the will above stated down to the absolute appointment of the residue of the 35,000l. to the son of R. T. Crawshay, and observing that the 35,0007. was a sum which the testator had bound himself to pay upon his death, and that therefore it was not a fund requiring conversion, or capable of either increase or reduction, but was a definite sum which would be payable in cash sterling at the time of the appointor's death, that being the date at which the appointment would take effect, continued):-The testator directs that the 10,000l. which he in the first instance appoints to his daughter Jessy absolutely, shall be paid to four special trustees whom he had appointed in a previous part of the will with reference to a legacy of 150,000l. which he had bequeathed to his daughter Jessy to be held by them upon the trusts and for the intents and purposes which he had already declared of or concerning that legacy. Therefore the 10,0007. is to be paid by the executors to the special trustees, and not to Jessy at all, and when it is paid to the special trustees it is to be held by them upon the same trusts as those declared of the 150,000l., which include a larger class than the settlement of 1828, and powers which are not comprised in it. Jessy is not to receive the money and to proceed to settle it, but the money which the testator gives to Jessy he gives to her by means of this direction, that it is to be paid to trustees named by him, and to be held by them upon the trusts, &c., therein before declared of the legacy under which Jessy takes only a life interest. Then the testator, after appointing 10,000l. and 70007. in a similar way to two other daughters, appoints that the residue of the 35,000l. shall go and belong to his son Robert Thompson Crawshay absolutely. Now, stopping there, we have the gift to Jessy followed by a direction that whatever is given to her is to be paid to trustees, who are to hold it upon certain trusts under which her interest is only a limited one; and, if the will had stopped there, it might have been said that, as under the first words of the gift Jessy took absolutely subject to the trusts afterwards created, if those trusts failed the original gift remained untouched, as in Lassence v. Tierney (1 Mac. & G. 551), Carver v. Bowles (2 R. & M. 304), and a great many other similar cases. But the will does not stop there, for the testator goes on to say, "and in case I have exceeded my power in not appointing" Jessy's 10,000l. "unconditionally, but in directing the settlement thereof as aforesaid." That shows clearly that he thought that, in doing what he had previously done, he might possibly be held by construction of law to have exceeded his power. In what way? Because he had not given the 10,000l. to the daughter absolutely free from any condition. This shows that, in his view at any rate, the only gift to her was as part of the arrangement, and for the purpose of the arrangement, for effecting a settlement of the 10,000l., and it shows also that, considering there was some doubt as to his power to do what he had done, he thought it necessary to provide for what was to be done in case the law should prevent what he had already attempted to do from taking effect as he hoped that it would. Then he says, "In case I have exceeded my power in not appointing the fund unconditionally," in other words, "If what I have done cannot take effect, and the 10,000l. is undisposed of, and in case my daughters Amelia, Jessy, and Annette respectively, or their respective husbands or others having any right or power to object to the settlement thereof as aforesaid, shall so object, or shall not confirm such settlement thereof, if required so to do," which comes to this, "If I have exceeded my power, and if, by reason of an objection on the part of any person entitled to object, that which I have attempted to do cannot be confirmed," then something else is to be done. It is quite clear that there cannot even now be any confirmation by all the persons who would be interested in the fund in default of appointment of the disposition by way of settlement previously made. It is true that Jessy Crawshay did all she could to confirm it, but unluckily she had not an absolute interest. In my opinion the testator was dealing with failure by reason of some invalidity in the previous appointment, and the absence of confirmation by all persons whose consent would be necessary to make the appointment valid. He contemplates the possibility that he might not be able to procure a confirmation from every person interested in disputing it, and he goes on to deal with the fund in a different way. If that is so, he says that Jessy's 10,000l. (as I will call it for brevity) "shall also go and belong to my son Robert T. Crawshay absolutely." That is clearly a disposition of the 10,000l. which he had already appointed in a way which he now treats as possibly invalid. Now Robert T. Crawshay was an object of the power, and, so far as I have yet gone, the gift to him is clearly good. It is suggested that it is bad by reason of that which follows, and which I will consider presently. But pausing at this point, there is a clear gift to him of the 10,0001. in an event which the testator contemplated as possible, and which has actually happened, and, in my opinion, he takes the 10,000l. under that gift, and not under the gift of the residue of the 35,000l. I do not think it necessary to consider whether, supposing there had been no express gift to Robert T. Crawshay in the event which has happened of the 10,000l. settled upon Jessy, and the 70007. settled upon Annette, those sums would, in case the prior disposition thereof had failed, have passed to Robert under the gift to him of the residue of the 35,000l. But, in my opinion, he cannot in the event which has happened take Jessy's 10,000l. under the appointment of the residue, because it is clear that the testator did not consider that in that event it would go to him under the gift of residue, for in that particular event the testator gives the 10,000l. to Robert in express words. I hold that the 10,0001. cannot go to Robert as part of the residue of the 35,000l., there being another express gift of it to him which is inconsistent with its passing under the gift of residue. But then arises the question whether Robert can take the 10,000l. at all by reason of the words which follow. The direction is, first, that the 10,000l. is to go and belong to Robert absolutely, and then follow these words, "but who will, I am assured, settle the same voluntarily in the manner in which I have attempted to settle the same as aforesaid, so as thereby to carry out my wishes." That is entirely inconsistent with the notion that under the first gift to Jessy she had taken an absolute interest [CHAN. DIV. in the 10,000l. I think it is quite clear that she did not. Then the only question is, whether the 10,000l. thus given to Robert is so given to him for the purpose of his applying it for the benefit of persons who are not objects of the power that the gift must fail. The phrase, “who will, I am assured, settle the same voluntarily," is capable of different meanings. It may mean, "I feel certain, not because he has ever said anything to me or I to him on the subject, but I know that is what he will do with it." That is the natural and simple meaning of the words. But the words "I am assured "he assures me," may also mean or "as my solicitor tells me." If the words mean "as he assures me," that is, if they show that there was a bargain between the two that though this fund was given to Robert absolutely, with a statement that he might settle it voluntarily if he chose to do so, and he had really bound himself to settle it according to the testator's wishes, then, in my opinion, the appointment would be void. But if, on the other hand, the fund is really given, as it purports to be, to Robert absolutely, not subject to any trust, but that he might do what he liked with it, and if the word "voluntarily" is truly used, then, if he does settle it as the testator says he should like him to do, and as he endeavoured to do himself, that would be an entirely voluntary act on his part, and the appointment to him would be valid. There is no evidence of any conversation, or arrangement, or bargain, or even understanding between the father and son, or that the son had any knowledge that there was any such provision in the will before the will was opened after the testator's death, and the contents made known to the family. And even if the son did know of the provision in the will before the testator's death, yet, unless it was made known to him under circumstances which showed he had accepted a trust, and had bound himself to carry out his father's wishes, I do not think his knowledge would make the gift invalid. In my opinion the real meaning of the words is, not that Robert was bound to settle the fund, but that it was given to him absolutely, and that the testator having shown what he wished done by trying to do it himself, and having on this hypothesis failed in doing it, left it entirely to the son whether he would or would not settle the fund upon the daughter. In point of fact the son had settled it, but that is immaterial, yet it was absolutely free to him to deal with the fund as he pleased. A number of cases have been cited, and one or two of them seem to me material. In Pryor v. Pryor (ubi sup.) the law was no doubt correctly laid down. Knight-Bruce, L.J. said: The donee of a limited power of appointment may well execute it in favour of an object of the power, though he believes and knows that the appointee will at once dispose of the property in favour of persons who are not objects of the power. But if, besides this belief and knowledge, there is a bargain between the appointor and appointee that the appointee shall make a dispo sition in favour of persons not objects of the power, and the just result of the evidence is that the appointment would not have been made but for the bargain, then the appointment is bad. The question is, to which of these two classes of cases the present case belongs." That is precisely the question in the present case. The conclusion 66 to which I come upon the will is that which I have already stated. There is no evidence whatever, and I have to get as best I can at the intention of the parties as it is shown upon the face of the will. I confess that Re Marsden's Trusts (ubi sup.) did appear to me at first to create some little difficulty, but I observe that even in that case Kindersley, V.C. said: "Unless it can be shown that the trustee having the discretion" (meaning for this purpose the person having power to appoint), "exercises the trust corruptly or improperly, or in a manner which is for the purpose not of carrying into effect the trust, but defeating the purpose of the trust, the court will not control or interfere with the exercise of the discretion. There may be a suspicion that the trust has been exercised in a particular manner and from a certain motive, which, if it could be proved, would be held not to be a proper motive; but, if it be mere suspicion-though suspicion is ground for jealous investigation-if it be mere suspicion and not matter amounting to a judicial inference or conviction from the facts, the court will not act upon it. But if, on the other hand, it can be proved to the satisfaction of the judicial mind that the power has been exercised corruptly, or for a purpose which defeats instead of carryinto effect the purpose of the trust, then the court will not permit such an exercise of the power to prevail." Now, in the present case there is no evidence to introduce any element even of suspicion, or indeed anything which is not to be found in the will itself. I have no materials for coming to the conclusion that the will is not honestly framed and expressed for the purpose of giving effect to it, and there is nothing behind it for me to consider. In Re Marsden's Trusts (ubi sup.) the facts were very peculiar, and it has been treated by other judges as a somewhat exceptional case, and I think it is so for this reason: There the mother, who had under the settlement a power of appointment among children, desired to make a provision for the father out of a settled fund, his circumstances being such that she thought he ought to be assisted in that way. This intention was openly discussed. The father was not an object of the power, and therefore he could not take any part of the settled fund under an appointment. A solicitor was consulted, and he advised that an appointment could not be made to the father, and that project thereupon dropped. An arrangement was then made between the father and the mother that the whole fund should be appointed by the mother to the eldest child, who was at that time an infant, and who did not require any immediate provision to be made for her, with this object, that, when the mother was dead, the father might tell the daughter that the whole fund had been appointed to her under an arrangement between her father and mother with the object of enabling the daughter to provide for her father. One cannot help seeing what an influence would have been brought to bear upon the daughter when the father told her that, and that it would be practically impossible that she should resist doing that which it was the intention of her father and mother that she should do, and the doing of which, under the influence thus exercised upon her, would be an entire perversion and misapplication of the fund, taking it away from the persons in whose favour it ought [CHAN. DIV. to have been appointed and giving it to a stranger. If an appointment of that kind is obtained by means of undue influence, of course it cannot stand, and I think that is shown by the later cases. That, I think, is the true explanation of Re Marsden's Trusts (ubi sup.), and I do not think it is in any way inconsistent with the law as stated in Pryor v. Pryor (ubi sup.). The same conclusion is, I think, to be drawn from Roach v. Trood (ubi sup.). I come to the conclusion that, an absolute appointment to Jessy was never made, that the only gift to her was by way of the direction that the trustees of the settled fund were to have the sum appointed to her, and upon the same trusts, and that such a settlement was beyond the power of the testator. Under those circumstances it appears to me that it was open to him to appoint the sum of 10,000l. absolutely and unconditionally to Robert, and I think that is what he did, and that the words which were relied upon as showing that it was really appointed to him conditionally do not lead to that result, and do not therefore operate to make the appointment bad. The order as drawn up declared that the plaintiffs held the 10,000l. upon the trusts of the declaration of trust executed by Robert Thompson Crawshay on the 7th Nov. 1867. Solicitors: A. R. and H. Steele; Lawrance, Graham, and Long; Cunliffes and Davenport; Bell, Broderick, and Gray. March 1 and 8. (Before NORTH, J.) Re THE EMPIRE MINING COMPANY. (a) Company-Winding-up-Scheme of arrangement -Sanction of court-Power to compel debentureholders to surrender security-Joint Stock Companies Arrangement Act 1870 (33 & 34 Vict. c. 104), s. 2. The Court has jurisdiction under sect. 2 of the Joint Stock Companies Arrangement Act 1870 to compel secured creditors of a company to surrender their security and to accept shares in lieu thereof. Debenture-holders are "creditors" within the meaning of sect. 2 of the Act. PETITION under the Companies Acts and the Joint Stock Companies Arrangement Act 1870 to obtain the sanction of the court to a scheme of arrangement between the Empire Mining Company and its debenture-holders. The Empire Company was incorporated on the 1st April 1866 under the Companies Acts 1862 to 1883, with a nominal capital of 100,00007., divided into 100,000 shares of 11. each. By a special resolution of the company, passed and confirmed on the 27th April 1888 and the 14th May 1888 respectively, the original capital of the company, was, in accordance with the power in that behalf conferred by the articles of association, increased to 125,0001. by the creation of 25,000l. new shares of 11. each. Of these shares 100,300 shares were issued, and were paid up in full. The objects of the company were (inter alia) to purchase or otherwise acquire and work mines, minerals, and mining rights, including the Empire Mining Claim near Marysville, Lewis, (a) Reported by G. E. JEFFERY, Esq., Barrister-at Law. and Clarke, county Montana, territory United States of America. Shortly after its incorporation the company purchased and took possession of the Mining Claim and the plant and machinery belonging to it, and proceeded to work the mines. In May 1888 the company issued debentures of 501. each to the amount of 25,000l., bearing interest at the rate of 10l. per cent. per annum. At the date of the presentation of the petition debentures to the amount of 23,700l. were outstanding. By each debenture the company charged with the repayment of the principal sum of 501. with interest thereon all the undertaking, lands, works, plant, property, and effects, both real and personal, of the company : To the intent that this debenture and all other debentures forming part of the present issue of 25,000l. may rank equally as a first charge upon the same undertaking, lands, works, plant, property, and effects, but so that the same shall be a floating security, and shall not be recorded in the registry of the company of Lewis and Clarke, in the territory of Montana, and shall not hinder any sale, exchange, lease, or other disposition of the said lands, works, plant, and effects, or any part thereof, or any other dealings in the course of the business of the company, but shall attach to the proceeds of sale or exchange or the lands or other property, chattels, or effects taken in exchange or purchased with such proceeds, and so that the same shall be no charge on the ordinary moneys of the company, other than the proceeds of the sale of any of the property included in this security. At a meeting of the company, held on the 31st Oct. 1889, a resolution was passed for the voluntary winding-up of the company, and the petitioners were appointed liquidators. A special resolution was afterwards passed conferring on the liquidators a general authority to transfer or sell the whole or any portion of the property or business of the company to another company, and to receive in compensation, or in part compensation, for such transfer or sale shares in any such company for the purpose of distribution among the members of the Empire Company. By an agreement dated the 31st Dec. 1889, and made between the Empire Company and the liquidators of the one part and the Golden Leaf Limited (thereinafter called "the new company") of the other part, it was (amongst other things) agreed that the Empire Company should sell, and the new company should purchase, all the undertaking and assets of the Empire Company, subject to the said debentures and all other charges, liens, and incumbrances affecting the same. By clause 3 it was provided that the new company should pay, satisfy, and discharge all the debts, liabilities, and obligations of the Empire Company (except the debenture debt and interest), and indemnify the Empire Company, its liquidators, and contributories. Clause 4 provided that the liquidators should be entitled to have allotted to their nominees 100,300 shares in the capital of the new company, with the sum of 13s. per share credited thereon as paid up, to the intent that such shares might be distributed amongst the members of the Empire Company or their nominees, in accordance with their rights and interests. Clause 5 provided that every debenture-holder of the Empire Company should be entitled to request the new company to allot to him fifty fully paidup 17. shares in the new company in exchange for [CHAN. DIV. each 501. debenture held by him in the Empire Company, and in discharge of all principal and interest due on such debentures, and that the new company should comply with such request. By an agreement dated the 22nd Jan. 1890, and made between the Empire Company and the liquidators of the first part, the new company of the second part, and E. H. Young, purporting to contract on behalf of himself and all other the debenture-holders of the Empire Company of the third part, after reciting the agreement of the 31st Dec. 1889, it was agreed that that agreement should be carried into effect: that each of the debenture-holders of the Empire Company should surrender to the new company to be cancelled the debentures of the Empire Company held by him or her, and that the new company should allot to him or her fifty fully paid-up 11. shares in the capital of the new company in respect of and in exchange for each 50%. debenture so surrendered by him or her, and he or she should accept the same in discharge of all principal money and interest due on the surrendered debenture or debentures. The agree ment stated that it was intended to submit the arrangement embodied therein to a meeting of debenture-holders to be convened by order of the High Court pursuant to the powers of the Joint Stock Companies Arrangement Act 1870, and afterwards to apply for the sanction of the court. The arrangement was made subject to any modifications or conditions which the court might think fit to require or impose, and the agreement was made conditional on the arrangement being sanctioned by an extraordinary resolution of the Empire Company, and also upon its being sanctioned by the court. On the 24th Jan. 1890 an order was made by North, J. that a meeting of the debentureholders of the Empire Company should be convened by the liquidators for the purpose of considering the scheme of arrangement embodied in the agreement of the 22nd Jan. 1890. Accordingly a meeting of debenture-holders was held on the 12th Feb. 1890. At this meeting there were present, either personally or by proxy, eightyone debenture-holders, who held between them debentures to the amount of 20,5501., and a resolution was passed approving of the arrangement. All of the debenture-holders present personally or by proxy voted in favour of the resolution except four, holding between them debentures to the amount of 6501. These four debentureholders voted against the resolution. At a meeting of the Empire Company held on the 24th Feb. 1890 an extraordinary resolution was passed by a large majority of shareholders (excluding debenture-holders who were also shareholders) sanctioning the scheme of arrangement embodied in the agreement of the 22nd Jan. 1889. In addition to the debenture debt the Empire Company was indebted to unsecured creditors in England to the extent of 500l. Of this sum 2741. was due to the Crown and 1781. was due in respect of costs to the company's solicitor, who had agreed to accept payment in paid-up shares of the new company, and the remainder was due for stationery, printing, and general expenses. The company also owed about 9000l. to creditors in Montana, of which the sum of 7000l. was due to creditors who had issued attachments against the property of the company, and had duly recorded them, |