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111. When the affairs of the company have been Dissolution completely wound-up, the court shall make an order that the company be dissolved from the date of such order, and the company shall be dissolved accordingly.
(a) The same in substance as the 93rd section, 19 & 20 Vict. c. 47.
to make minute of
112. Any order so made shall be reported by the Registrar official liquidator to the registrar, who shall make a minute accordingly in his books of the dissolution dissolution of such company.
(b) See 19 & 20 Vict. c. 47, s. 94.
113. If the official liquidator makes default in Penalty on reporting to the registrar, in the case of a company dissolution being wound-up by the court, the order that the of comcompany be dissolved, he shall be liable to a penalty pany (c). not exceeding five pounds for every day during which he is so in default.
(c) 20 & 21 Vict. c. 14, s. 20.
114. Any petition for winding-up a company by Petition to the court under this act shall constitute a lis pendens pendens (d). within the terms of the act passed in the session holden in the second and third years of the reign of her present Majesty, chapter eleven (e), and intituled "An Act for the better Protection of Purchasers against Judgments, Crown Debts, Lis pendens and Fiats in Bankruptcy," provided the same is duly registered in manner required by such act concerning suits in equity.
(d) This section is the same as the 125th section of the 11 & 12 Vict. c. 45.
(e) By 2 & 3 Vict. c. 11, s. 7, no lis pendens shall bind a pur- Purchasers chaser or mortgagee without express notice thereof, unless not to be and until a memorandum or minute containing the name and affected by any lis penthe usual or last known place of abode, and the title, trade or dens, unless profession of the person whose estate is intended to be af- such suit is fected thereby, and the court of equity and the title of the duly regiscause or information and the day when the bill or information tered as diwas filed, shall be left with the senior master of the Court of Common Pleas, who shall forthwith enter the same particulars in a book therein mentioned in alphabetical order, by the name
rected by act.
to be a lis pendens, and may be reregistered.
before it suspected of
perty of company (a).
of the person whose estate is intended to be affected by such lis pendens, and such officer shall be entitled for any such entry to the sum of 2s. 6d.; and the provisions thereinbefore contained in regard to the re-entering of judgments every five years, and the fee payable to the officer thereon, shall extend to every case of lis pendens which shall be registered under the provisions of that act.
By stat. 13 & 14 Vict. c. 35, s. 17, the filing of a special case under that act (which commenced on the 1st of November, 1850), and the entering of appearances thereto by the persons named as defendants therein, shall be taken to be a lis pendens, and may be registered under the provisions of that act, in like manner as any other lis pendens in a court of equity might then be so registered, and unless and until so registered, shall not bind a purchaser or mortgagee without express notice thereof.
It seems that, upon filing a bill in equity, there is a lis pendens before service of the bill, and that a general adminis tration suit is a lis pendens as to lands afterwards sold under the decree in such suit. Drew v. Earl of Norbury, 3 Jones & L. 267; see Kinsman v. Kinsman, 1 Russ. & My. 617. The doctrine as to the effect of lis pendens on the title of a purchaser is not founded on any principles of courts of equity with regard to notice, but on the ground that it is necessary to the administration of justice that the decision of the court in a suit should be binding, not only on the litigant parties, but also on other parties deriving title from them, during the pendency of the suit, whether with notice of such pendency or not. Bellamy v. Sabine, 1 De G. & J. 566; see Culpeper v. Aston, 2 Ch. C. 115, 221; Sorrell v. Carpenter, 2 P, Wms. 482; Worsley v. Earl of Scarborough, 3 Atk. 392.
Extraordinary Powers of Court.
115. The court may, after it has made an order for winding-up the company, summon before it any officer of the company or person known or suspected to have in his possession any of the estate or effects having pro- of the company, or supposed to be indebted to the company, or any person whom the court may deem capable of giving information concerning the trade, dealings, estate or effects of the company; and the court may require any such officer or person to produce any books, papers, deeds, writings or other documents in his custody or power relating to the company (b); and if any person so summoned, after being tendered a reasonable sum for his ex
penses, refuses to come before the court at the time appointed, having no lawful impediment (made known to the court at the time of its sitting, and allowed by it), the court may cause such person to be apprehended, and brought before the court for examination; nevertheless, in cases where any person claims any lien on papers, deeds or writings or documents produced by him, such production shall be without prejudice to such lien, and the court shall have jurisdiction in the winding-up to determine all questions relating to such lien.
(a) See 11 & 12 Vict. c. 45, s. 63.
(b) See form of summons under this section, No. 54, post.
visions as to
den of the
116. If, after an order for winding-up in the court Special proof the vice-warden of the stannaries, it appears court of that any person claims property in, or any lien, legal vice-waror equitable, upon any of the machinery, materials, stannaries. ores or effects on the mine or on premises occupied by the company in connexion with the mine, or to which the company was, at the time of the order, prima facie entitled, it shall be lawful for the vicewarden or the registrar to adjudicate upon such claim on interpleader in the manner provided by section eleven of the act passed in the eighteenth year of the reign of her present Majesty, chapter thirty-two (c); and any action or issue directed upon such interpleader may, if the vice-warden think fit, be tried in his court or at the assizes or the sittings in London or Middlesex, before a judge of one of the superior courts, in the manner and on the terms and conditions herein before provided in the case of disputed debts and claims of creditors.
(c) By 18 Vict. c. 32, to amend and extend the Jurisdic- Interpleader tion of the Stannary Court, when any claim is made to or in in equity. respect of any goods and chattels, or the proceeds or value thereof, sold or intended to be sold under a customary decree of sale in a mining creditors' suit by any landlord for rent or other distrainable demand, or by any other person not being a party to the suit, it shall be lawful for the vice-warden to call upon the claimant, by rule or order of the court, to appear in person or by his attorney or agent in support of the same, either before the vice-warden himself or before the registrar, and
to state the nature and particulars of his claim, who shall thereupon hear the allegations and receive the proofs offered, as well by the claimant as by the plaintiff in the suit, and if the claimant and plaintiff shall agree on the facts of the case, shall then adjudicate upon the claim, and if the said parties shall not so agree, then the disputed facts shall be ascertained by an action or issue to be tried in the vice-warden's court, in such form as the vice-warden shall direct, and the vice-warden shall then adjudicate upon the claim, and the vice-warden or registrar shall have power, with the consent of the parties so before him, their counsel, attornies or agents, to adjudicate upon and dispose of the claim in a summary manner: provided that, in all cases except in case of summary adjudication by consent, it shall be competent for the registrar, at the request of the said parties or either of them, to refer the decision of the case to the vice-warden, and the vice-warden shall in all cases of such interpleader make such other rules and orders in the matter of the said claim or adjudication as between the said parties in respect thereof, or of the costs of the proceedings, as to him shall seem fit and reasonable. 18 & 19 Vict. c. 32, s. 11.
117. The court may examine upon oath, either of parties by by word of mouth or upon written interrogatories, any person appearing or brought before them in manner aforesaid concerning the affairs, dealings, estate or effects of the company, and may reduce into writing the answers of every such person, and require him to subscribe the same.
(a) This is the same in substance as 19 & 20 Vict. c. 45, s. 78.
118. The court may, at any time before or after it has made an order for winding-up a company, upon proof being given that there is probable cause for believing that any contributory (c) to such company is about to quit the united kingdom, or otherwise abscond, or to remove or conceal any of his goods or chattels, for the purpose of evading payment of calls, or for avoiding examination in respect of the affairs of the company, cause such contributory to be arrested, and his books, papers, monies, securities for monies, goods and chattels to be seized, and him and them to be safely kept until such time as the court may order.
(b) See 20 & 21 Vict. c. 14, s. 11.
(c) Or alleged contributory, s. 74, ante, p. 76.
119. Any powers by this act conferred on the Powers of court shall be deemed to be in addition to and not lative. in restriction of any other powers subsisting, either at law or in equity, of instituting proceedings against any contributory or the estate of any contributory, or against any debtor of the company for the recovery of any call or other sums due from such contributory or debtor or his estate, and such proceedings may be instituted accordingly.
Enforcement of and Appeal from Orders.
120. All orders made by the Court of Chancery Power to in England or Ireland under this act may be en- orders (a). forced in the same manner in which orders of such Court of Chancery made in any suit pending therein may be enforced, and for the purposes of this part of this act the court of the vice-warden of the stannaries shall, in addition to its ordinary powers, have the same power of enforcing any orders made by it as the Court of Chancery in England has in relation to matters within the jurisdiction of such court, and for the last-mentioned purposes the jurisdiction of the vice-warden of the stannaries shall be deemed to be co-extensive in local limits with the jurisdiction of the Court of Chancery in England (b).
(a) See the latter part of sect. 60 of 19 & 20 Vict. c. 47. (b) The mode of enforcing decrees and orders in the Court of Chancery will be found in Smith's Pr. Ct. of Ch. pp. 218236, 7th ed.; Daniell's Ch. Pr., ch. xxiv. s. 7.
pay calls (c).
121. Where an order, interlocutor or decree has Power to been made in Scotland for winding-up a company tributories in by the court, it shall be competent to the court in Scotland to Scotland during session, and to the Lord Ordinary on the bills during vacation, on production by the liquidators of a list certified by them of the names of the contributories liable in payment of any calls which they may wish to enforce, and of the amount due by each contributory respectively, and of the date when the same became due, to pronounce