decline to act under the section.

Ex parte Parker, 2 Ch. 685; Ex parte Denny, Form 220.

8 Ch. 446; Stranton Iron Co., 16 Eq. 559.

Whether in any particular case it is desirable to apply under this section, or to bring an action, must depend on the circumstances. In a simple case, where an immediate rectification is essential, it may be desirable to apply under the section; but if the case is at all complicated, and a little delay will not much matter, an action is preferable.

Under the present practice, a question can be tried in a much more satisfactory manner in an action than upon a motion or summons. Moreover, in an action, discovery can be obtained, and if necessary incidental relief, which could not otherwise be obtained.

An application under s. 35 should be entitled in the matter of the Act of 1862, and of the company.

The register should be rectified in the case of a removal, by striking through the name with pen and ink, and adding, "By order of the High Court of Justice, dated, &c., this name has been erased." Iron Shipbuilding Co., 34 Beav.

597.

Upon motion, &c., for L., &c., let the register of shareholders of the Form 220a. co. be rectified by striking out the name of the said L. as a shareholder Usual order of the co., and let the co. pay to the said L. his costs of this application, to rectify. to be taxed by the taxing master: And let notice of this order be given to the registrar of Joint Stock Companies by serving a copy of this order upon the said registrar or leaving the same with a clerk at the office of the said registrar, and at the same time producing this order, duly passed and entered. Bryn Alyn, &c., Co., M. R., 25 Jan., 1878, A. 186.

Upon the application of R. H. E. and S., shareholders of co., Form 221. which, &c. [adjournment into Court], and upon hearing, &c., and Rectification reading, &c., let the register of members of said co. be rectified by where invalid inserting the names of the applicants as shareholders in the said co. for forfeiture. the number of shares and with the several amounts paid up thereon specified in the schedule hereto, such shares having been wrongfully dealt with by the said co. as having been forfeited; and let co. pay to the applicants the costs of the application, and consequent thereon, to be taxed, &c., and let notice of this order be given to the registrar of J. S. Companies.

THE SCHEDULE ABOVE REFERRED TO.

1. R. as the holder of 20 shares, 8 of which are fully paid up, and the remaining 12 of which, 'numbered inclusive, are

paid up to the extent of 17s. 6d.

per share.

to

2. H. as the holder of 5 shares, numbered, &c., paid up to the extent

of 1s. 6d. per share.

3. E. as, &c. 4. S. as, &c.

Hexham Mining Co., Hall, V.-C., 4 March, 1876, A. 624.

Form 222. Striking out name of mort

gagee.

Form 223.

Where contract

not filed.

Form 224.

Another.

Upon the application of W., &c., and the co. by their secretary consenting Let the said register of members be rectified by striking out or otherwise cancelling the entry therein of the name of the said W. as the holder of the said 600 shares numbered shares or otherwise. And notice to registrar. Malins, V.-C., 27 June, 1877, B. 1249.

as mortgagee of such London Pianoforte Co.,

Upon motion for T. B. [and others], let the register of members of co. be rectified by striking out the names of the said T. B., &c., as holders of the following shares of class B in the said co., that is to say, the said T. B. in respect of 88 B shares, numbered, &c., &c. And order that the agreement of 14 Ap. 1871, under which the said B shares were issued, be filed with the registrar of J. S. Companies, and that upon or after such agreement shall have been filed the said co. do allot or issue to the said T. B., &c., shares of the class B fully paid-up of the same number and value as they now respectively hold as aforesaid in exchange for the certificates of the like shares now held by him. And co. to pay to applicants their costs of this application, to be taxed, &c., in case the parties differ. And notice of order to be given to registrar of J. S. companies. Aberdare, Rhonda, &c., Co., Malins, V.-C., 27 May, 1875, A. 849. See supra, p. 15.

Upon motion, &c., for M., of, and W., the trustee in liquidation of M., &c. [Rectifying register by cancelling M.'s name]. And let an agreement be forthwith drawn up and executed, embodying the agreement in relation to the purchase of the business of said M. contained in the original resolutions, dated 31 Oct., 1872, in accordance with which the said co. was formed; and let the agreement when so executed be forthwith filed with the Regis. of J. S. Comps., and let new [sic] shares of the said co. be then forthwith issued in the name of the said M. by the said co. in pursuance of the said agreement, and delivered [sic] to the said W. Give notice to registrar. No order as to costs. Union Manufacturing Co., M. R., 19 June, 1878, B. 1289. See supra, p. 15.

For order to rectify register, notice to be given to registrar, company to pay costs of application, inquiry to be made what damages the applicant has incurred by reason of his name having been put upon such register beyond the costs before directed to be taxed; company to pay to applicant what shall be certified to be due in respect of such damages, see Now Quebrada Co., Pontifex's Case, 15 W. R. 955; Pemberton, 659.

Form 225.

Appointment of special ex

Upon motion, &c., for J. M., of, in Ireland, and P., his wife, that the register of members of above co. might be rectified by omitting and erasing from such register the name or names of the person or persons

in whose name or names the shares numbered 29,752 to 29,902, both Form 225. inclusive, in the said co., and the shares numbered 21,015 to 21,146, aminers upon both inclusive, now stand, such name or names having been entered on application to such register in respect of the said respective shares as having been rectify. omitted from and taken out of such register without sufficient cause, and by inserting the name of P. M. on such register in respect of the said respective shares, as having been omitted from and taken out of such register without sufficient cause, and that the costs of the said motion might be paid by the said co. to the said J. M. and P. M., and that the said co. might be ordered to pay to the said J. M. any dividends that have fallen due since the said shares were transferred from her name, and any damages that she may have sustained, and upon hearing counsel for the above named co. and upon reading, &c., This Court doth hereby appoint C., of, one of the solicitors of the Supreme Court of Judicature in Ireland, examiner for the purpose of taking at Londonderry, in Ireland, the cross-examination of the said J. M. and P. M. upon their said affidavits, and for the purpose of taking the examination of any other witnesses on either side residing at Londonderry or elsewhere in Ireland. And it is ordered that this motion do stand over until after such examination. Tramways Union Co., Malins, V.-C., 23 May, 1878, 1240 B. For order rectifying the register on such motion see Reg. Lib. 1878, B. 2301.

CONFIRMING REDUCTION OF CAPITAL.

day of

Order to reduce capital.

Upon the petition, &c. : Let the special resolution passed at an extra- Form 226. ordinary meeting of the said co., held the and confirmed at an extraordinary meeting of the said company held the day of and which resolution was in the words and figures following: "That, &c."-be, and the same is hereby confirmed: And let an office copy of this order be delivered to the Registrar of J. S. Companies, together with a minute in the words or to the effect set forth in the schedule hereto: And notice of the registration of this order and of the said minute be advertised as follows, that is to say, once in the Times newspaper, &c.: And let the said company be at liberty forthwith [or after the day of -] to discontinue the addition to its name

of the words "and reduced."

SCHEDULE.

[Containing minute.]

The above is the usual form of order, except in cases when under the Act of 1877 the Court can dispense with the use of the words "and reduced" altogether. See further, supra, note to Form 180.

Upon the petition of the

Company, Id., on 20 July, 1880, pre- Form 227. ferred unto this Court, and upon hearing counsel for the pets. and upon Order to reduce by can

celling lost capital.

Form 227. reading the said petition, an order dated the 19 July, 1880, on affidavit of B. filed 22 July, 1880, and the exhibits A. and B. therein referred to: This Court, not requiring any notice to creditors or advertisement. of any notice that the petition was appointed to be heard this day, doth order that the special resolution passed at the extraordinary general meeting of the company held on the 12 June, 1880, and confirmed at an extraordinary general meeting of the co., held on the 5 July, 1880, which resolution was in the words and figures following, that is to say, "That the capital, &c." [see the resolution, supra, Form 122]: And let this order be produced to the Registrar of J. S. Companies: And let an office copy of this order be delivered to him, together with a minute in the words or to the effect set forth in the schedule hereto: And it is ordered that notice of the registration of the said order and of the said minute be published once in each of the following newspapers, that is to say, the Times, the Standard, the Daily Telegraph, and the Daily News: And let the addition of the words "and reduced" to the name of the company be dispensed with altogether. The Positive Government Security Life Assurance Co., Limited, Hall, V.-C., 23 July, 1880, B.

1527.

See further, supra, note to Form 180, and Seton, 1462.

For order confirming reduction where the company's capital consisted in part of stock, see North British Australian Co., M. R., 8 May, 1879, B. 570.

Form 228.

Interim order

dispensing with use of words "and reduced."

Upon motion this day made unto this Court by counsel for the abovenamed company: Let the addition to the company's name, of the words "and reduced," be dispensed with until the hearing of the petition for reducing capital on the 5 day of Nov., 1879, preferred by the said company. New Civil Service Co., Hall, V.-C., 5 Nov., 1879, B. 2222.

A similar order was made in Re The Positive Co., 19 July, 1880. See Form

227.

Form 229.

Another.

Upon motion, &c., by counsel for the company named in the petition on the 6 August, 1877, preferred unto this Court, and upon reading an affidavit of S., filed 8 August, 1877, and the exhibit therein referred to : This Court doth order that the addition of the words "and reduced " to the name of the company be dispensed with until the hearing of the said petition And it is ordered that the petition be in the paper for hearing without the chief clerk's certificate of the settlement of the list of creditors required by the Companies Act, 1867, and the general order and rules of 21 Mar., 1868. Malins, V.-C., 8 August, 1877, B. 1593. See supra, note to Form 180.

:

IN ACTIONS TO RESTRAIN WINDING-UP PROCEEDINGS.

Upon motion by counsel for the plts., &c., let an injunction be Form 230. awarded to restrain the deft. K. and his agents from presenting any Order restrainpetition under the Companies Acts, 1862 and 1867, to wind up the plt. ing presentation of windingco. or taking any other proceedings to obtain a winding-up order thereof until the trial of this action or until further order. John Brown & Co., Ld. v. Keeble, Malins, V.-C., 13 Nov., 1879, A. 2119.

If a creditor of a company, whose debt is bonâ fide disputed, attempts to enforce payment by threatening to present a winding-up petition, he will be restrained at the suit of the company, as in the above case. See also Cadiz Waterworks Co. v. Barnett, 19 Eq. 182; Niger Merchants v. Copper (M. R.), 25 W. R. 365. In the case last mentioned, the writ was indorsed with a claim "For an account of the defendant's transactions as agent of the plt. co. under an agreement dated, &c., and for an injunction to restrain the deft. from presenting a winding-up petition."

Where a petition has already been presented to the High Court by the creditor, there is no jurisdiction now to restrain. S. 24 (5) of the Judicat. Act, 1873. But application can under that section be made in the winding up to stay all proceedings. Compare In re Sewell, 28 W. R. 286. Not only can proceedings here be restraine 1, but proceedings abroad, as in the following order :

up petitions.

against co. in

Upon motion, &c. : Let the defts. Lord Monson [and others] be re- Form 231. strained from taking, prosecuting, or proceeding with any proceedings Order restrainnow pending in France for the purpose of making or declaring the plt. ing bankruptcy co. bankrupt, or any other action, suit, or proceeding in France or else- proceedings where, to make the company bankrupt or to have it declared judicially France. insolvent, and from taking proceedings to recover any judgment against the plaintiff co. or from taking any other proceedings whatever against the plt. co. in respect of the debts claimed against the said co. in respect of which the sum of 7,7207. has been paid into Court as mentioned in the afft. filed in support of the application on which the said order of 19 June, 1877, was made, until Friday, 22 June, 1877. Residue of motion to stand over till 28 June, 1877. Paris Skating Rink Co. v. Lord Monson, Bacon, V.-C., 21 June, 1877, B. 1110.

The order of 19 June was an interim injunction to the like effect over Friday 22 June, the plts. paying money into Court, "And this order being urgent is to be acted on without being printed." Bacon, V.-C., 19 June, 1877, B. 1073.

SECURITY FOR COSTS.

Where a limited company is plaintiff in any action or other legal proceeding, it may, if it appears by any credible testimony that there is reason to believe that if the defendant is successful the assets of the company will be insufficient to pay his costs, be required to give security for costs. S. 69 of the Act of 1862. For cases in this s. see Moscow Gas Co. v. International Financial Soc., 7 Ch. 225; Freehold Land Co. v. Spargo, W. N. 1868, 94; and the Forms, infra.

Y