On the day of your petitioner served on the company, by Form 188. leaving the same at the registered office thereof, a demand under his Statement of hand requiring the company to pay the said sum ofl., and the service of company has neglected to pay such sum or to secure or compound for statutory the same to the reasonable satisfaction of your petitioner. Where a petitioning creditor has served a statutory demand, pursuant to s. 80 of the Act, a paragraph should be inserted in the petition as above. But it must be borne in mind that omission to pay is not "neglect " within the meaning of the section if the debt is bonâ fide disputed by the company. London & Paris Banking Co., 19 Eq. 444. The petition should not be presented until after the expiration of twenty-one days from the service of the demand. Catholic Co., 33 L. J. Ch. 325; 2 D. J. & S. 116. As to restraining the presentation of a winding-up petition, see Form 230, infra. demand. In the Chancery of the County Palatine of Lancaster. In the matter of the Companies Acts, 1862 and 1867 : Company, Limited: And in the matter of the Court of Chancery of Lancaster To the Right Honourable the Chancellor of the Duchy and County 2. Or that such other order may be made in the premises as to your lordship shall seem meet. And your petitioner will ever pray, &c. As to proceedings in the Palatine Court, see 13 & 14 Vict. c. 43 and 17 & 18 Viet. c. 82. Winding-up orders are frequently made by that Court in the case of companies having their registered offices within the jurisdiction. As to enforcing orders of the Palatine Court, see the above-mentioned Acts; In re Longdendale Cotton Co., 8 C. D. 150; Dan. Forms, p. 772; Snow & Winstanley's Chancery Practice, Lancaster. Form 189. Petition to WINDING UP UNDER SUPERVISION. Title, &c., see supra, Form 183. -, showeth as follows: Form 190. Petition for The humble petition of B. of 1. Incorporation of company. 2. Office. 3. Objects. 4. Capital. supervision order. 5. Business commenced. 6 The company is indebted to your petitioner in the sum of —1. Form 190. for money lent to the company on the security of a promissory note dated, whereby the company promised, &c. 7. At an extraordinary general meeting of the company duly convened and held at on the tion was passed as follows: of an extraordinary resolu That it has been proved [winding up resolution.] And at the said meeting C. of was duly appointed liquidator for the purposes of the said winding up. 8. Since the passing of the said resolution your petitioner has made several applications to the company and the said liquidator for payment of the principal monies and interest secured by the said promissory note. The said liquidator has admitted that such principal monies and interest are justly due from the company to your petitioner, but he has not paid the same. 9. The assets of the company consist (1) of uncalled capital to the extent of 6,000l. or thereabouts, (2) of a freehold colliery, and (3) of other items of inconsiderable value. 10. No call has been made by the said liquidator upon the members of the company, and the company's colliery has not been sold. 11. A purchaser of the said colliery could readily be found, but your petitioner is informed and believes that the said liquidator intends to retain the colliery until a revival in trade shall render it more valuable than at present. He recently refused an offer of 1. for the colliery. 12. Your petitioner has on several occasions urged the said liquidator to provide the funds to pay off the company's creditors, either by sale of the company's property or by calling up the uncalled capital, but without success. 13. The debts of the company amount to 7. or thereabouts, and the company is unable to pay the same. 14. The majority of the company's creditors desire that an order should be made for continuing the voluntary winding up under the supervision of the court, and unless such an order is made the interests of the company's creditors will be seriously prejudiced by the voluntary winding up of the company. Your petitioner therefore humbly prays: 1. That an order may be made for the continuance of the voluntary winding up of the company, but subject to the supervision of the court. Or that such other order may be made in the premises as to this honourable court shall seem meet. And your petitioner will ever pray, &c. It is intended to serve this petition on the above named company, and on B. the liquidator thereof. The power to make a supervision order is given by s. 147 of the Act of 1862. S. 82 of the Act applies, and accordingly the order may be made on the petition of the company, a creditor, or a contributory. Pen-y-Van Co., 6 C. D. 477. The liquidator can, under ss. 133 and 95, present a petition in the company's name, Hooker's Cream Milk Co., M. R. 23 S. J. 231. As to the circumstances in which a supervision order will be made, see Buckley, 270, 272. S. 149 provides that the Form 190. wishes of the creditors and contributories are to be regarded. A great many supervision orders are made every year, but the majority are made on petitions for compulsory orders. Thus, where a company gets into difficulties, the directors very commonly present a petition in the company's name, or get a friendly creditor to present a petition, for a compulsory order, and at the same time convene a meeting to pass an extraordinary or special resolution to wind up. Upon the presentation of the petition, actions and proceedings can be restrained or stayed under s. 85, and a provisional liquidator appointed. If the winding-up resolution is passed before the hearing of the petition, evidence of the fact is adduced, and the Court is asked to make a supervision order. If the resolution has not been passed before the hearing, the Court is sometimes asked to allow the petition to stand over for a week or so, in order that the resolution may be passed. Again, where a petition for a compulsory order is presented by a creditor, it is not uncommon forthwith to pass resolutions to wind up voluntarily ; and then at the hearing, with the support if possible of some other creditors, to resist a compulsory order, but to offer to submit to a supervision order. Although as between the company and an unpaid creditor he is entitled to a compulsory order, yet as between such creditor and the company's other creditors the wishes of the majority will be consulted by the Court, and accordingly if they wish for a supervision order the Court will make one. In re West Hartlepool Ironworks Co., 10 Ch. Ap. 618. So, too, where a voluntary winding-up has commenced, and a petition for a compulsory order is presented by a creditor or contributory who would seem likely to get an order, it is sometimes arranged by way of compromise at or before the hearing, that a supervision order shall be made. See further as to the proceedings, infra, "Winding-up." Petitions under the Joint Stock Companies Arrangement Act, 1870. [For outlines of several such petitions, see infra, " Arrangements."] Staying winding-up proceedings. By s. 89 of the Act it is provided as follows: "The Court may at any time after an order has been made for winding up a company, upon the application by motion of any creditor or contributory of the company, and upon proof to the satisfaction of the Court that all proceedings in relation to such 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 it deems fit." The power given by this section has been exercised in a considerable number of cases. In the South Barrule Co., 8 Eq. 688, a supervision order had been made and all the debts having been paid, and there being a balance in the liquidator's hands sufficient to meet arrears of current expenses, the great majority of the members were desirous that an arrangement should be sanctioned for the resumption of business by the company, and that the winding up should be stayed. A petition, of which a note is given below, was thereupon presented to the Court, praying for an order to stay further proceedings. It was opposed by one shareholder only, and under the circumstances, James, V.-C., made the order, the value of the dissentient's interest to be ascertained and paid to him. See order in Pemberton, 1st ed., 671. S. 89 only applies to a winding up by or under the supervision of the Court, but by the joint effect of s. 138, infra, and that section, an order to stay can be made in a voluntary winding up. The power to stay in a voluntary winding up was exercised by Hall, V.-C., in the Bog Mining Co., L. J., Notes of Cases, 1875, 48; and by Malins, V.-C., in the case of the Woollen Trade Association, 12 Nov. 1875. See also Form 568, infra. Form 190. As to staying the winding up where the petitioner's debt is disputed, or pending an appeal from a winding-up order, see infra. In the first edition of this work (p. 618), a copy of the petition used in the case of the South Barrule Co., was given. The following is an outline of it— Form 191. Petition to stay wind ing up. Petition by W., chairman of directors and a contributory of company 1. Formation of company. 2. Particulars of memorandum. 3. No articles. 4. What shares issued. 5. Petitioner's shares. 6. Resolutions to wind up and appointing liquidators. 7. Supervision order made. 8. List of contributories settled. 9. All debts paid. 10. Certain compromises with contributories sanctioned. 11. Who present contributories. 12. Notice concerning meeting of contributories to consider position and decide whether a stay expedient. 13. Meeting held and resolution passed approving accounts and in favour of resumption of business. 14. Circumstances which led to the winding up. 15. Resolutions in favour of paying out dissentents. 16. Notice of proposed arrangement sent to contributories. 17 and 18. Large majority in favour and resolution approving scheme. 19. Proposed order for benefit of all parties. Prayer: 1. That pursuant to and by virtue of the powers conferred upon the Court by the 89th and 138th Sections of the Companies Act, 1862, and of all other powers the Court hereunto enabling, all further proceedings in relation to the said winding up may be ordered to be stayed. 2. That the said liquidators may be ordered out of the assets of the company in their power to pay the costs of this petition, and to pay and transfer to the directors of the said company all the monies, property, and effects of the said company in their possession or power, and that they may thereupon be discharged from all further liability. 3. Or further or other order. Respondents: The company and the liquidators. ORDERS. IN ACTIONS FOR RESCISSION OF CONTRACTS INDUCED BY MISREPRESENTATION. Declare that the plt. is entitled to have the contract entered into by him for taking ten shares in the deft. co. in the pleadings mentioned set aside in respect of the misrepresentation in the prospectus of the co. on the faith of which he made application for such shares, such misrepresentation having relation to the amount of shares alleged to have been subscribed for, and also to the statement (therein contained) as to the purchase of the two several properties of S. and L., and decree the same accordingly: And let the defts., the co., and W., &c., [directors] pay to the plt. the deposit of 107. paid by him on said shares, and let the defts. remove the name of the plt. as a shareholder from the register of shareholders of deft. co. (Injunction against proceedings to recover calls.) Defts. to pay plt.'s costs of suit. Lib. to apply. Ross v. Estates Investment Co., Wood, V.-C., 20 Nov., 1866. B. 2420, 3 Eq. 122, as varied on appeal, L. C., 22 July, 1868, B. 2350, 3 Ch. 682. Seton, 1355. As to setting aside contracts to take shares induced by misrepresentation, see supra, p. 169 et seq. Form 192. Contract to take shares set aside. Declare that the defts., the co., are bound to pay to the plt. 251. paid by Form 193. him by way of deposit, and 757. paid by him on allotment of the 50 shares allotted Another. that plt. is entitled to have his to him by the said co., the application of the plt. for such shares having been made Directors made on the faith of the prospectus in the bill mentioned, which prospectus untruly personally stated that the directors and their friends had subscribed a large portion of the liable. capital: And declare that the defts., L. &c., the directors, are bound also in like manner to repay to the plt. the said two sums, and name removed from the register of members of co. by omitting name of plt. as a member of co. in respect of said 50 shares: Notice to be given to registrar. Action for calls restrained. Let the defts., L. &c., within 14 days after service of decree, pay to plt. the 257. and 757. : Plt. to be at liberty to proceed as he may be advised in the winding up of co. in respect of said sums. Defts., L. &c., to pay plt.'s costs of suit, including costs of action. Plt. to be at liberty to go in under the winding-up order for the payment of such costs as he may be advised. Henderson v. Lacon, Wood, V.-C., 7 Dec., 1867. A. 2788. 5 Eq. 249. See supra, pp. 170, 171. directed. Let the register of members of co. be rectified by omitting Form 194. name of plt. as a shareholder. Injunction to restrain proceedings for Another. calls. Deft. co. to take all necessary steps to vacate judgment already Accounts entered up. And let the following accounts be taken : 1. An account of all sums paid by the plt. to the deft. co., or to the late deft. T. and the defts. P. &c., or either of them, or any person or persons on behalf of or for the use of the deft. co., with interest at 5 p. c. p. a. on such sums from the respective days when the same were so paid. 2. An account of all sums paid by the deft. co. to the plt., with interest at 5 p. c. p. a. on such last mentioned sums, from the respective days when the |