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Form 545.

Order on directors.

Form 546.

Order on

directors to half premiums

have been

invested.

the rate afsd. on the said 9007. from the date of this order until pay-
ment. Patent Cocoa Fibre Co., Bacon, V.-C., 1878. B. 645.

Upon the application of W. & C., the liqs. of co., by summons dated the 17th April, 1878, for an order that J., D., and B., directors of the co., and A., an officer of the co., might be jointly and severally ordered to pay to the said liqs., or into court in the winding-up or otherwise as the court might direct, the sum of 10,000l. or thereabouts, being monies of the co. unapplied by them, or for which they have become liable or accountable, which application [adjournment into court], and upon hearing, &c., and upon reading, &c., Let the said J. & D. on or before 14 January, 1879, or within 4 days after service of this order pay to the W. & C., the liqs. of said co. the sum of 10,000l., And order that the said A. do, on or or before the 24th January, 1879, or within 4 days after service upon him of this order, pay to the said liqs. the sum of 1,0007. And dismiss application as against said B., And order applicants W. & C. to pay to said B. his costs of this application, such costs to be taxed, &c., And order said J. & D. to pay to the applicants their costs of this application, such costs to be taxed, &c., And order that the said liqs. be at liberty to retain what they shall pay to the said B. for his costs out of the assets of the co. and their costs as between solicitor and client of this application so far as the same shall not be paid by the said J. & D. Forest of Dean, &c., Co. Ld., M. R., 14 Dec., 1878. A. 2364. See report in 10 C. D. 450, 27 W. R. 594.

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Upon the application of the off. liq. and of, &c., Declare that each of the said directors of the co. is jointly and severally liable to the extent of half the premiums received by them respectively during the respective which ought to periods when they were such directors after deducting the amount of death claims paid under policies and any sums paid for surrender value of policies, And let the persons named in the first column of the schedule hereto (being the said directors) on or before 17 Dec. 1877, or subsequently within 4 days after service of this order, pay into court to the credit of this matter, "In the matter, &c.," to an account to be intituled "Policy Guarantee Account," the sums in the second column of the said schedule set opposite the names of such persons respectively amounting in the whole to 6287. 18s. 5d., And let C., &c., pay to the applicants their costs of the application in chambers and of and incident to this order, to be taxed, &c. National Funds Co., M. R., 17 Nov. 1877. B. 3675. This order is referred to in Re British Guardian Co., 14 C. D. 335.

Form 547. Order declar

Upon the application of H., the off. liq., &c., Declare that all persons being directors of the co. who in any manner authorised, sanctioned, ing liability of or participated in the payment to shareholders of interest on their

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of capital with

respective shares out of the capital of the said co. are jointly and severally Form 547. liable to repay to the off. liq. of said co. the amount so paid without directors to prejudice to the rights of the directors so liable after they shall have refund dividends paid out paid to the off. liq. the amounts due from them respectively to recover the same from the shareholders who received such payments; And let inquiries. the following inquiries be made: 1. An inquiry what were the amounts of the various payments so made resply., and when and to whom the same were respectively made. 2. An inquiry what persons were directors of the said co. at the respective times when such payments were made and which of them in any way authorised, sanctioned, or participated in the making of such payments; And costs of off. liq. of application to be taxed and allowed out of assets of co. British Imperial Insurance Corporation, Hall, V.-C., 4 Aug. 1879. A. 2173.

See supra, Form 217.

Form 548.

application by

Upon the application of W. & B. by summons dated 21 Feb. 1877, that G. the off. liq. of co., or the said co. might be ordered within 7 Order on days to give security for the costs of the applicants of certain pro- respondents for ceedings instituted by the said G. as such off. liq. for the recovery of security. the sum of 55,000l. from the late directors of the said co., and that in the meantime such proceedings might be stayed as against the applicants, and upon hearing counsel, &c., and upon reading, &c., and the said G. undertaking personally to pay any costs to which the applicants being the respondents to the said application made by him may be held to be entitled and payment whereof they shall not obtain from the said co., The Judge doth not think fit to make any order upon the said summons except that the costs of the application be costs in the said proceedings taken by the said official liquidator against such respondents. Baseye Consolidated Silver Co., Hall, V.-C., 16 Ap. 1877. A. 811.

For orders in actions against directors, see supra, Forms 201, 202, 203, and 205.

Meetings of Creditors and Contributories.

In the matter, &c.

MEMORANDUM.

Form 549.

Memorandum

The Master of the Rolls has directed a meeting of the creditors of the of direction for meeting. above-named co. to be summoned pursuant to the above statute for the purpose of ascertaining their wishes as to continuing to carry on the works with the view of effecting a sale thereof as a going concern, and that such meeting shall be held on, &c., at the office of the off. liq., No. Old Jewry, in the city of London. The judge has appointed G. the said off. liq. to act as chairman at such meeting.

Meetings of creditors or contributories are frequently directed pursuant to s. 91 of the Act of 1862 for the purpose of ascertaining their wishes in regard to matters connected with the winding up. See as to such meetings Rules 45, 46, and 47, and Forms 45, 46, 47, 48, and 49 in Schedule to the Rules. The meeting is very com

monly called pursuant to a memorandum as above, but sometimes an order is made.

A meeting may be called to consider whether a winding-up order shall or shall not be made. Thus in the case of The Emma Silver Mining Co., a petition having been presented, Malins, V.-C., directed a meeting of members to be convened "for the purpose of ascertaining their wishes as to certain matters relating to the winding up of the co."

At the foot of the notice was a statement as follows:

The following resolutions have been suggested by his [Honor] the V.-C., as embodying the points upon which he desires to be informed of the wishes of the above members-1. "That it is the opinion of this meeting that the operations of the company can be carried on with a reasonable prospect of success, and that the V.-C. Sir R. M., be requested not to make any order for the winding up of the co." If such motion be negatived, the following to be moved as a substantive motion:-2. "That it is the opinion of this meeting that this co. be wound up compulsorily by the Court under the petition of Mr. A., now pending."

And a meeting is sometimes called to consider in what way the company shall be wound up. City & County Bank, 10 Ch. 470.

For order on application of liquidator for liberty to call meeting of creditors and members to ascertain whether they desired vendor's lien of 10,0007. to be paid out of the assets, and if so, liq. to pay same off, but the payment not to affect rights of secured and unsecured creditors, inter se. South Durham Iron Co., Hall, V.-C., 1 Aug. 1877. B. 1476.

As to meetings under the Joint Stock Companies Arrangement Act 1870, see infra," Arrangements."

Costs.

As to the costs of the parties to the winding up petition, see supra, pp. 345, 346. The petitioner's costs where a winding up order is made are a first charge on the assets, Audley Hall Cotton Co., 6 Eq. 245; and he is entitled to them free of setoff. General Exchange Bank, 4 Eq. 138.

Accordingly it is not uncommon to pay them early in the winding up. See Form 449.

As to costs directed to be paid by company in liquidation or by official liquidator such costs are to be paid in full out of the assets and not merely proved for. Madrid Bank v. Pelly, 7 Eq. 442; Ex pte. Levick, 5 Eq. 69; Ex pte. Smith, 3 Ch. 130; Ferrao's case, 9 Ch. 355. And such costs take priority over the official liquidator's costs. In re Home Investment Soc., 14 C. D. 167; 28 W. R. 576. See further Buckley, 191.

As to the official liquidator's costs, i.e., the costs of the winding up:

If the assets are deficient, the court can give them priority, s. 110 of the Act. In such case they will rank next after the petitioner's costs and before the official liquidator's remuneration. In re Massey, 9 Eq. 367; In re Trueman's Estate, 14 Eq. 278; Webb v. Whiffin, L. R. 5 H. L. 735.

Where there are incumbrances such as mortgage debentures and the mortgaged property is realised in the winding up, the liquidator's costs, charges, and expenses of the realisation are the first charge, the incumbrances rank next, and the general costs of the winding up are payable only out of the surplus, if any. Oriental Hotels Co., 12 Eq. 126; Regent's Canal Co., 3 C. Div. 411; and see Buckley, 286.

The solicitor of the official liquidator has no claim for the costs of the winding up against the official liquidator personally, Anglo-Moravian Co., C. D. 130; nor has he any lien on the file of proceedings for such costs. Ex pte. Pulbrook, 4 Ch. 627.

As to the fees which solicitors may charge, see Rule 70; also the Rules of the Supreme Court (Costs), 12 August, 1875, and Summerhays & Toogood's Precedents of bills of costs.

For orders to tax costs of provisional liquidator, see supra, Forms 305 et seq.

The official liquidator applies periodically by summons to have his costs, charges, and expenses taxed. The following is the usual order, and the summons can readily be framed from it.

Upon the application of the off. liq. of the above-named co., and Form 550. upon hearing the solicitors for the applicant, and upon reading an order, Usual order to &c., Refer it to the taxing-master to tax the costs, charges, and ex- tax. penses of the applicant as such off. liq. as between solicitor and client from the time of his appointment [or from the

day of

last, the foot of the last taxation] up to and including this order; [And in taxing such costs the taxing-master is to have regard to any sums of money received on account or in respect of costs of compromise with any contributories or otherwise ;] And it is ordered that such costs, charges, and expenses when taxed be paid out of the assets of the said company as and when the judge shall give directions for that purpose.

Sometimes the paragraph between brackets is not inserted in the summons, but it is almost always inserted in the order. Where the liquidator is engaged in legal proceedings on the company's behalf, the application and order generally make special provision for the taxation thereof. See Forms 551 et seq. And special directions are often given as to including costs incurred on appeal, &c. See Forms 551, et seq., infra.

The order to pay is usually obtained on a subsequent application. See Forms 449 and 558. Sometimes, however, the liquidator pays the costs when taxed without any order, and is allowed them in his next account.

of action.

Tax, &c., including, &c., and including the plt.'s costs of the action Form 551. brought by the above-named co. against G. and others now pending Tax costs in this court, the distinctive mark to such action being, &c., as between including costs solicitor and client, but in taxing such costs, charges, and expenses, and costs respectively the taxing-master is to have regard to any sums of money received in respect of costs of compromise with any contributories or otherwise, And costs, &c., when so taxed to be paid by applicants out of assets of co. as and when judge gives directions for that purpose. Lisbon Steam Tramways Co. Ld., Malins, V.-C., 15 June, 1878. 1158 B.

Tax, &c., and also including the costs of and relating to the appeal in Form 552. the case of P. W. & J. and H., contributories of the said co., And Order to tax Let such costs, &c. Wincham Ship, &c., Co., Bacon, V.-C., 3 June, including costs of appeal. 1878. 1085 B.

Order where

Upon the application of Messrs. M. & M. the late solicitors for W. Form 553. the off. liq. of co., and upon hearing the applicants and the now solicitors for the said off. liq., and upon reading the order dated, &c., Refer it, change of &c., to tax the costs, charges, and expenses of the said W. as such off. liq. as aforesaid during the time when the said applicants were his solici

solicitors.

Form 553. tors from the 17th June, 1876, down to the 14th June, 1877, when the now solicitors of the said off. liq. were appointed, including therein the costs of this application and of this order, and in taxing such costs [regard compromises], And Let the amount of such costs, charges, and expenses when so taxed be paid by the said off. liq. out of the assets of the said co. Lisbon Steam Tramways, Malins, V.-C., 20 June, 1877.

B. 1127.

Where the official liquidator changes his solicitors and the assets are not suffi cient to pay the whole of the costs of the successive solicitors, the solicitors will, as a general rule, be paid rateably so far as the assets will extend. In re Audley Hall, &c., Co., 6 Eq. 245.

Form 554.

Affidavit as to costs received in respect of compromises,

&c.

Form 555. TaxingMaster's certificate.

Formal parts: see supra, Form 315.

We, each speaking positively for himself, and to the best of his knowledge and belief as to other persons, say that we have not, nor have nor has either of us, nor have nor has any other persons or person by our or either of our order, or for our or either of our use, received any sum or sums of money in respect of the costs of the off. liq. of the abovenamed co. [save and except the sums mentioned in the first schedule hereto.]

2. And we, each speaking, &c., any sum or sums of money in respect of the costs of compromises with any contributories of the said co. or otherwise [save the sums mentioned in the second schedule hereto].

An affidavit by the off. liq. and his solicitor, as above, is requisite on taxation.

In pursuance of the order in these matters bearing date the of I have been attended by the solicitor for the off. liq. of the abovenamed co., and in his presence I have taxed the costs, charges, and expenses of the said off. liq. thereby directed to be taxed at the sum of 4007., and I find that the sum of 1307. has been received in respect of compromises with contributories or otherwise, which being deducted from the said sum of 4007. there remains the sum of 2717. which is due in respect of such costs: All which I humbly certify to this Honourable Court.

Form 556. Another.

In pursuance of an order in these matters dated, &c., I have been attended by the solicitors for the official liquidator of the said co., and I have taxed the costs, charges, and expenses of the said official liquidator by the said order directed to be taxed at the sum of —l., and I find by the affidavit of S. filed this of- that not any sums of money whatever have been received in respect of compromises with contributories or or otherwise. All which I humbly certify to this Honourable Court.

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