« EelmineJätka »
Page 2, at end of second paragraph.
The case of London and Provincial Provident Society v. Ashton is now reported, 12 C. B., N. S. 709. Pollock, C. B., considered the object of the 3rd section of 25 & 26 Vict. c. 89, was to remove all doubt in future in consequence of the decision of the Court of Exchequer, that a company carrying on the business of insurance and also that of money lending was incapacitated from suing at law or in equity, unless registered under the Joint Stock Companies Act, 1857.
Page 63, at end of second paragraph.
Where directors of a joint stock company are authorized by the deed of settlement to draw or accept bills of exchange, a proviso in the deed, limiting the liability of the shareholders upon such bills of exchange to the extent of their respective shares in the capital stock, is repugnant and void; and bills drawn in a proper form by a duly authorized agent in Canada of the company, and accepted by directors in England, are binding upon the shareholders, and carry damages and interest according to the provisions of the Canadian law. Re State Fire Insurance Co., Meredith's Case, Conver's Case, 11 W. R. 416; see Gordon v. Sea, Fire and Life Assurance Co., 26 L. J., Exch. 202; Peddell v. Gwyn, Ib., 199.
Page 65, at end of fourth paragraph.
Money borrowed for a company and bonâ fide applied for its benefit is recoverable, although the directors had no powers to borrow. Ex parte Hoare, Re Electric Telegraph Company of Ireland, 30 Beav. 225.
Page 66, at end of first paragraph.
Debentures were issued by a limited company, and certain ships were assigned to trustees to secure" to the holders for the time being" of the debentures the amount therein expressed to have been lent to the company. Some of these debentures were issued to agents of the company who had incurred expense on its account. An assignee for value from the agents sought to have the debentures paid out of the proceeds of the sale of the ships. The company alleged that there were outstanding accounts between themselves and their agents, on which a balance would be found due to them, and they claimed to set-off this balance against the amount payable on the debentures: it was held, that, without reference to the peculiar form of the trust-deed, the company had no such equity against the parties to whom they issued the debentures, and therefore they had none against the assignee. Aslatt v. Farquharson, 10 W. R. 458.
Page 99, at end of section 79.
A friendly and provident society which has ceased to carry on business for many years is an association within the terms of the Companies Act, 1862, and may be wound-up under that act. Re Alfreton District Friendly and Provident Society, 11 W. R. 301.
Page 106, at end of first paragraph.
Provisional appointment of official liquidator under sect. 85 of the 25 & 26 Vict. c. 89. Re Rockall Fishing, Fish and Fish Manure Company, 11 W. R. 184.
Page 110, at end of first paragraph.
Re Commercial Discount
The court will not, upon the hearing of a winding-up petition, nominate an official liquidator except by consent. Company, 11 W. R. 353.
Page 116, at end of fourth paragraph.
A friendly and provident society, which had done no business since 1844, was ordered to be wound-up under the Companies Act, 1862, as coming within it. Re Alfreton District Friendly and Provident Society, 7 L. T., N. S. 817.
Page 117, at end of second paragraph.
The first section of the act 12 & 13 Vict. c. 108, which excepts companies formed for working mines on the cost-book principle from the operation of the winding-up acts, except on the petition of one-tenth in value of the shareholders, does not apply to a mine in Devonshire, notwithstanding the statute 18 & 19 Vict. c. 32, extends the jurisdiction of the stannaries court to that county. The fact that shareholders in a mining company are being sued at law is a sufficient ground within 20 & 21 Vict. c. 78, s. 12, for the granting of a winding-up order by the Court of Chancery. Re South Lady Bertha Copper Mining Company, 9 Jur., N. S. 170.
Page 120, at end of third paragraph.
In order to fix an allottee as a contributory it is necessary to show an acceptance in writing, or in the absence of that document something done on his part in pursuance of such acceptance from which the existence of that document may be presumed. Re Bitumenised Company Limited, 7 L. T., N. S. 760.
Page 150, before last line.
A company originally registered in 1852 as a company with unlimited liability, was in 1856 registered with limited liability under the act of that year. Kindersley, V.-C., ordered the company to be wound-up, and appointed the appellant official manager, who took the necessary steps for winding-up. The order for winding-up was afterwards discharged, on the ground that the Court of Chancery had no jurisdiction, and a winding-up order was made in bankruptcy and an official liquidator appointed, to whom the appellant paid all the assets in his hands, with
out any deduction for his costs, fees, &c. On a petition by him for payment thereof, the court of appeal decided that it had no jurisdiction to make such an order, and the petition was dismissed with costs. Ex parte Harding, Re Plumstead, &c. Water Company, 7 L. T., N. S. 550.
Page 151, at end of third paragraph.
Where the creditors and contributories have common and equal rights the creditors' representative ought not to appear by counsel to resist claims made against the estate, but ought to leave the matter in the hands of the official manager. When any question arises between the creditors and the contributories, the creditors' representative is entitled to appear by counsel as well as the official manager, and will be allowed the costs of his appearance. Re Era Assurance Company, 11 W. R. 320; 9 Jur., N. S. 163.
Page 155, at end of third paragraph.
Garnett, &c. Mining Company v. Sutton is now reported 32 L. J., Q. B.
Page 182, at end of section 158.
The winding-up of a joint stock company proceeds upon the same principles as that of any other partnership, and although the Winding-up Act, 1848, does not mention contingent interests, such as annuities, yet a creditor by way of annuity will be allowed to prove as against the assets of the company for the value of such annuity. Re English and Irish Church, &c. Assurance Company, Hunt's Case, 7 L. T., N. S. 669; see Evans v. Coventry, 3 Drew. 76; 5 De G., M. & G. 911.
Page 184, at end of second paragraph.
The official manager of an unincorporated company cannot institute a suit against some of the company. It was questioned whether the official manager of an unincorporated company can sue or be sued by strangers. The bill was dismissed without costs, as the defendant's objection, though successful, might have been taken by demurrer. Ernest v. Weiss, 9 Jur., N. S. 145.
Page 214, at end of fourth line from bottom.
This case is now reported in 1 Hurls. & Coltman, 134.
Page 236, at end of last paragraph.
Where a resolution has been passed before the passing of Companies Act, 1862, for winding up a company voluntarily, the Court of Chancery has no authority under that act to make a winding-up order; but the 207th section preserves the previous jurisdiction, which, in cases of limited companies, was exclusively vested in the Court of Bankruptcy. Re West Silver Bank Mining Company (Limited), 11 W. R. 394; New Rep. 463.
Page 295, at end of first rule.
The petition for winding-up a company should not also pray for the
appointment of a particular person as official liquidator. The court has power to appoint one at the hearing of the petition if the parties consent, otherwise the matter must be settled in chambers. 7 L. T., N. S. 816.
Page 297, at end of first paragraph.
Where a company's office is shut up, and there is a notice on the door that it has transferred all its business to another company, the court will order service of a winding-up petition on any five of the directors. Re Unity General Assurance Association, 11 W. R. 355. Rule 3, Orders, November, 1862.
It is in the discretion of the judge to hear matters relating to a winding-up order in chambers or to adjourn it into court. On an application by the official manager to the Lords Justices for an order that the Master of the Rolls might hear the case in chambers and not in court, they refused the application on the ground that they had not any jurisdiction to direct the Master of the Rolls as to the mode of conducting the business of his court, which was a matter wholly within his own discretion. Re Agricultural Assurance Company, 11 W. R. 330, 386. By 23 & 24 Vict. c. 15, sched. tit. Cost-Book Mines, a sixpenny stamp is imposed upon any note, instrument or writing requesting or authorizing the purser or other officer of any mining company conducted on the cost-book system to enter or register any transfer of any share or shares or part of a share in any mine, or any notice to such purser or or officer of such transfer.
The court on an ex parte application directed the winding-up petition to be served on the chairman and general manager only of a company proposed to be wound-up, and which had no known place of business. 7 L. T., N. S. 817.
Title of Petition.] A petition was presented for the winding-up of a company, after which a resolution of the company was passed for the voluntary winding of it up. The 25 & 26 Vict. c. 89, afterwards came into operation, after which the company was registered under it. Upon the petition, which was entitled in the acts 1848, 1849 and 1857, coming on to be heard, it was objected that it ought to have been entitled in the Companies Act of 1862: it was held, that it was sufficiently entitled without the addition of that act. Re Public Life Assurance Society, 7 L. T., N. S. 303-R.
Page 416, at end of second paragraph.
By the terms of an agreement between the plaintiff and the defendant, the defendant was to give the plaintiff sixty shares in a company in the course of formation within one month from the complete registration of the company, or pay him 150l. The defendant having provided that the plaintiff should have sixty shares in the company; the plaintiff executed the deed of settlement in respect thereof in December. In February the company was completely registered, but the share register was not sealed (though it was in existence from the complete registration of the company) till May, and scrip certificates not ready till some days afterwards. The plaintiff having brought an action to recover the 150%., as in default to deliver him the shares: it was held that he was not en
titled to recover, inasmuch as the property in the shares vested in him by the execution of the deed and the complete registration of the company, and that the delivery of scrip certificates was not necessary to satisfy the agreement, the certificates being no more than mere indicia of property in the shares. Hunt v. Gunn, 3 F. & F. 223; 7 L. T., N. S. 277.
Page 421, at end of first paragraph.
Shares of a company were not saleable in the market, although it did not appear that its pecuniary affairs were it a state of insolvency. A., a shareholder, threatened to apply for a winding-up order, or to file a bill in chancery, which would have the same result, unless the directors within a week found some person who would take a bonâ fide transfer of the shares which A. held, and give him an indemnity. A director agreed to take the shares, the consideration money was paid for them, the indemnity given and the transfer duly registered: it was held that A. was not a contributory, he having effectually parted with his shares. Re Phoenix Life Assurance Company, ex parte Reeve, 10 W. R. 817; 7 L. T., N. S. 267.
Page 425, at end of third paragraph.
Deposit Notes.] A director of a company, indebted for calls, delivered a deposit note of the company to the plaintiff for value, and without notice it was held that the company was liable on the note, and could not set-off against the plaintiff the amount due from the director for calls. Woodhams v. Anglo-Australian and Universal Family Life Assurance Company, 3 Giff. 238.
Page 437, at end of third paragraph.
When the acquiescence of the shareholders of a joint stock company is necessary to give validity to a transfer of shares to a trustee for the company, the entry of the transfer in the books of the company and the return of the names of the transferee to the registration office, is sufficient notice to the shareholders, whose acquiescence after two years will be presumed. A shareholder who has sold and transferred his shares to a trustee for the company, under the belief that he is dealing with the transferee personally, cannot afterwards be placed on the list of contributories, whether the company has power to purchase shares or not. Re British Provident Assurance Society, Grady's Case, 11 W. R. 385.
Page 441, at end of third paragraph.
An insurance company purchased the business, received the assets and undertook the liabilities of another insurance company. A creditor of the selling company cancelled his security and accepted a substituted security of the purchasing company. The purchase having been held void as ultra vires: it was held that the court has jurisdiction to relieve against a mistake in law, and that the creditor was remitted to his original rights against the selling company, and was entitled to prove in winding-up proceedings. Re Saxon Life Assurance Society, ex parte Era Assurance Company, 2 Johns. & H. 408. Affirmed on appeal, 11 W. R. 59; 7 L. T., N. S. 404-L. J. The purchasing company having actually