Winding-up.

IV. COSTS.

Of petition.] Where, after a petition to wind-up a Company, the petitioning creditor's debt was tendered minus the costs incurred by him in respect of his petition, the court put the Company upon terms either to pay the costs of the petitioner within a fortnight or to be wound up. Ex parte Mackrill, re St. John's United Copper Mining Company, 4 L. T. (N.S.) 260, Bank.

A shareholder who has failed before the chief clerk in an attempt to have his name removed from the list of the contributories, and adjourns the question into court, if he fails on the hearing in court, pays all the costs of that hearing. Re North Shields, &c. Company (Davison's case), 4 Kay & John. 688.

Official manager-Liability to pay.] An official manager appointed under an order made to wind-up a Company was by an order of court substituted as plaintiff in a suit instituted by the trustees of the Company. He applied to the court, asking either that the suit might be stayed or that direction might be given for its prosecution. The application was refused, and he was ordered to pay the costs personally. Upon a motion by the defendant, which was served on the original plaintiffs and on the official manager: Held, that the bill must be dismissed with costs. Held, also, that the application made by the official manager was not an adoption of the suit, and that he was not personally liable to pay the costs, but that they must be paid by the original plaintiffs. Caldwell v. Ernest, 28 L. J. 811, Ch.; 5 Jur. (N.S.) 667; 33 L. T. 377.

Security for, by public Company in course of winding-up.] A motion that a Limited Liability Company might give security for costs, on an affidavit that the Company had ceased all operations and proceedings had been taken to wind it up, that the plant had been sold, and that the Company was "insolvent and unable to pay its debts already incurred," refused, the court not feeling satisfied that the assets of the Company would be insufficient to pay the defendant's costs. Cailland's Patent Tanning Company v. Cailland, 26 Beav. 427.

Costs of action at law.] Creditors commence an action at law against a Company, who then give them notice of the presentation of a petition to this court for a winding-up order. The creditors proceed with their action until the issuing of creditors' advertisements under the 20 & 21 Vict. c. 78, s. 1. A winding-up order is then made, and the creditors carry into chambers, under it, a proof of their debt and costs of the action up to the issuing of the creditors' advertisement. The chief clerk allows the proof of the debt, but not the costs of action. Held, that the creditors are entitled to such costs. Re Welsh Potosi Mining Company, 32 L. T. 100, Ch.

Winding-up.] The costs of the action in which judgment had been recovered against the Company were admitted as a general debt against the Company. Re The Athenæum Life Insurance Society, ex parte The Prince of Wales Life and Educational Insurance Society, 5 Jur. (N.S.) 558, Ch. on appeal.

Winding-up.

V. SOLICITORS.

Handing over documents on undertaking by official manager to pay bill of costs.] Where solicitors of a Joint Stock Company, after an order to wind-up, delivered up documents to the official manager on his undertaking that they should be paid out of the first moneys in their hands, and allowed nine years to elapse before delivering their bill (the official manager having until then had no funds in his hands), the court held that the claim was not barred by the Statute of Limitations. Quare, whether, after such delay, the solicitors were entitled to have a call made to satisfy their demand? Re The Gloucester, Aberystwith, and Central Wales Railway Company, 2 Giff. 47.

Petition.] Where three petitions were presented under the Winding-up Act, the court made one order upon the three petitions, but allowed the costs of the first and second petitions only; the costs of the second being allowed in consequence of the special circumstances. The court will only allow the costs of one petition in these cases, unless special circumstances can be shown justifying more than one. Re General Indemnity Assurance Company, ex parte Edwards, 28 L. T. 354, Ch.

Security for.] Where a petition is presented to wind-up a Joint Stock Company in bankruptcy under the provisions of the Joint Stock Companies Acts, 1856 and 1857, by a party who is resident out of the jurisdiction, the court will, on the application of the respondents, order the petitioner to give security for costs to the amount of 100%., and will order the hearing of the petition to stand over generally, with liberty to the petitioner, upon giving such security, to apply to have another day appointed for the hearing. Ex parte Hobbs, re Electric Power, Light and Colour Company (Limited), 31 L. T. 27, Bank.

VI. JURISDICTION.

Of Court of Bankruptcy to re-hear petition so as to extend time for appealing.] Before the passing of the Joint Stock Companies Act, 1856, a Company was registered with unlimited liability. It was afterwards registered under the act with limited liability. Held, that the Court of Chancery had no jurisdiction to wind-up the affairs of the Company. The restriction as to the time of appealing under the Winding-up Act of 1848 does not apply to an appeal from an order on the ground of want of jurisdiction to make it. The Court of Bankruptcy has no jurisdiction to re-hear a petition so as to extend the time for appealing. Re The Plumstead, Woolwich, and Charlton Pure Water Company, and the Plumstead, Woolwich, and Charlton Pure Water Company Limited, 1 De Gex, F. & J. 20, on appeal.

Joint Stock Bank-Act of Bankruptcy.] On the 6th September a petition to wind-up a Joint Stock Company was answered. On the 8th a creditor filed an affidavit of debts and served a summons under

Winding-up.

the 7 & 8 Vict. c. 111, with a view to making the Company bankrupt. On the 24th September an order absolute to wind-up was made, and on the 27th an interim manager was appointed. On the 9th October the Company was adjudged bankrupt, and an official assignee appointed. On the 13th October an official manager was appointed under the winding-up. Held, first, that notwithstanding the order for winding-up, the nonpayment of the debt for which the summons was issued was an act of bankruptcy, and that 'the jadjudication was valid. Secondly, that the Winding-up Acts do not interfere with the rights given to creditors by the 7 & 8 Vict. c. 111, so as to prevent the adjudication from relating back to the act of bankruptcy; and that the right of the official assignee in bankruptcy to the effects of the Company was preferable to that of the official manager, who was accordingly ordered to deliver them up to the official assignee. Re Royal British Bank, Aitchison v. Lee, 3 Jur. (N.S.) 95, Ch. on appeal; 28 L. T. 179.

Of court to stay proceedings at law.] Where a question of law is involved, and it is doubtful whether a debt sought to be recovered in an action at law is the debt of the Company in process of being wound-up in bankruptcy, or only of individuals, the court will not interfere in staying the action, under sects. 73 and 84 of the Joint Stock Companies Act, 1856. Semble, the Court of Bankruptcy has no jurisdiction in such a case to stay the action. Held, also, that the court in such a case will not stay the proceedings in bankruptcy, under the winding-up order, until the action at law has been tried and a verdict obtained. Ex parte Evans, re National Deodorising and Manure Company (Limited), 30 L. T. 173 Bank.

Of commissioner to commit.] Where the Court of Chancery has made an order in a winding-up case for the further proceedings to be taken in a particular Court of Bankruptcy, that court has jurisdiction to commit persons disobeying its order in such further proceedings. Ex parte Hirtzel, re The United General Bread and Flour Company, &c., 30 L. J. 38, Ch. on appeal; 3 L. T. (N.S.) 390.

Title and assets.] An order for winding-up a Company had been made and enrolled, and a manager appointed, who received a large sum of assets. A fortnight afterwards the Company was adjudged bankrupt: Held, that the official assignee had the legal title to the assets, and that the bankruptcy must proceed and the assets be handed over to the official assignee. Re The Royal British Bank, 2 Jur. (N.S.) 1111, Ch.

Execution, costs of] This court has no jurisdiction, under sect. 80 of the Joint Stock Companies Act, 1856, to make an order for winding-up a Company subject to the costs of execution, and a fi. fa. issued by a judgment-creditor against the goods of the Company under which the sheriff had seized and sold, but had not paid over the proceeds to the creditor prior to the appointment of a receiver. Ex parte Vousley, re West Ham Distillery Company (Limited), 30 L. T. 327, Bank.

Winding-up.

Benefit building society.] A benefit_building society of the ordinary kind, certified under the 6 & 7 Will. 4, c. 32, is within the Winding-up Acts, 1848 and 1849. Re St. George's Building Society, 4 Drew. 154.

Industrial society.] Societies established under the 15 Vict. c. 31, Held, to be within the provisions of the Winding-up Acts. Re The National Industrial and Provident Society, 30 L. J. 940, Ch.

"Cost-book" Company-Stannaries.] A petition was presented under the 12th section of the above-mentioned statute (20 & 21 Vict. c. 78) setting out the requisite affidavit, and praying the winding-up of a mining Company, conducted on the cost-book principle, in Cornwall. The Stannaries Court had no jurisdiction to restrain actions against shareholders in any other court, or to make orders for the recouping shareholders who might have paid creditors in excess of their liabilities: Held, that the case was within that class of cases in which winding-up orders were made; but, under the circumstances, the petition was ordered to stand over for arrangement. Re The Wheal Anne Mining Company, 6 L. T. (N.S.) 38, Ch.

Banking company.] A Company calling itself "The District Savings Bank" was formed with limited liability, and registered under the act of 1856. Its objects were stated to be, to receive deposits, to grant loans on approved securities, and to conduct emigration agencies. The capital was stated to be in shares of 17. each. Its circumstances having become embarrassed, an order was made in bankruptcy for winding-up in that court. A petition was now presented for a winding-up in Chancery on the ground that, as the Company was a "banking Company," there was no jurisdiction in bankruptcy. It was then proved that the Company was never registered under the Banking Companies Acts of 1857 and 1858, or either of them; that the sums deposited could not be withdrawn except upon notice; that no sums were paid out upon cheques payable on demand; and that the Company kept ordinary banking accounts with one or more banking houses in London: upon which circumstances it was Held, that the Company was not a banking Company within the meaning of the various statutes regulating Joint Stock Companies; and that, being a Company of limited liability registered under the Act of 1856, it was liable to the provisions as to winding-up of that statute, and therefore that the jurisdiction in that behalf was in the Court of Bankruptcy alone. Ex parte Koe, re District Savings Bank, 5 L. T. (N.S.) 566, Ch., on appeal.

Voluntary winding-up-Confirmation—Delay and acquiescence.] A Joint Stock Company being in difficulties, called a special general meeting of the shareholders, at which it was determined that the Company should be wound-up voluntarily and dissolved. Upon a petition being afterwards presented for a compulsory winding-up, an order was made by arrangement, to continue the winding-up under the supervision of the court, and the former proceedings were

Winding-up.

confirmed. Two years afterwards some of the shareholders who had not attended the meeting when the resolution for winding-up was agreed to, petitioned that this order might be discharged. Held, that the petition must be dismissed on the ground of delay and acquiescence. Held, also, that the court has jurisdiction under the 20 & 21 Vict. c. 14, s. 19, to make an order confirming proceedings taken under a voluntary winding up. Re The Anglo-Californian Gold Mining Company, ex parte Baldy and Wormald, 6 L. T. Rep. (N.S.) 340.

VII. MISCELLANEOUS.

Liabilities prior to registration.] A Company was formed in 1853, and carried on upon the cost-book principle until 1857, when it was registered as a Limited Company, under the Act of 19 & 20 Vict. c. 47, and an order was subsequently obtained for winding-up the affairs in bankruptcy. An order was now made upon petition that the Company should be wound up in Chancery, under the Acts of 1848 and 1849, in respect of such transactions as occurred prior to the date of registration as a "Limited Company." Re Welsh Potosi Mining Company, 27 L. J. 311, Ch. ; 31 L. T. 129.

Action by creditor pending petition for winding-up.—Where a creditor brought an action against a Company pending a petition for winding-up, the court held that discretion was given to the judge to stay proceedings, and an injunction was granted to restrain the action until the hearing of the petition. Upon the petition coming on to be heard subsequently, the court decided, under the circumstances, upon granting an order for the voluntarily winding-up of the Company. Re Northumberland and Durham District Banking Company, 27 L. J. 354, Ch.

Winding-up voluntarily.] Quære, has the court jurisdiction to appoint the official assignee liquidator under a voluntary winding-up of a Company not under control of the court? A voluntary winding-up of a Company being continued in accordance with the expressed wishes of the majority in number and value of the creditors, pursuant to sect. 2 of the Joint Stock Companies Amendment Act, 1858 (21 & 22 Vict. c. 60), the court will, under circumstances and on the application of a judgment-creditor, reserve liberty to any creditor to apply, and will require the liquidator appointed under the special resolution of the Company to file his accounts in court halfyearly. Ex parte Mostyn, re Calcott-hall Mining Company, 32 L. T. 63, Bank.

Joint Stock Bank.] A creditor of a banking Company may commence an action and proceed to judgment for the purpose of founding an act of bankruptcy, notwithstanding an order has been made for the dissolution and winding-up of the Company in Chancery, and official managers and a creditors' representative have been appointed prior to the commencement of such action; and an adjudication of bankruptcy founded upon such action an act of bankruptcy will be upheld. Re London and Eastern Banking Corporation, 31 L. T. 123, Bank.