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"the ninth and tenth years of the reign of her present Majesty,
chapter ninety-five, and the Acts amending the same; and
thereupon such County Court shall, for the purpose of wind-
ing up
be deemed to be the Court' within the
the company,
meaning of the principal Act, and shall have, for the pur-
poses of such winding up, all the jurisdiction and powers of
"the High Court of Chancery."-30 & 31 Vict. c. 131,

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s. 41.

It is necessary to make one or two remarks on the above section.

As regards the circumstances under which winding-up proceedings will be remitted to the County Court, the following case will serve as a guide on the subject.

In the case of Re The London and Westminster Co-Operative Store Co. (t), the Court of Chancery, in order to save expense, referred a winding-up petition to chambers, for the purpose of referring it thence to the County Court. And in Re The Birkenhead Benefit Building Society (u), where an order was applied for to wind up a company whose business was purely local, and whose assets only amounted to £100, the Court made the order, and directed the proceedings to be transferred to the County Court of the district where the office of the company was situated.

It is to be noticed that to give the County Court jurisdiction to entertain winding-up proceedings under the above section (section 41) of "The Companies Act, 1867," there must be a concurrence of two conditions, namely, (1), the making of a winding-up order by the Chancery Division of the High Court; and (2), an order by such Divisional Court directing all proceedings, subsequent to the winding-up, to be had in the County Court.

It is also to be noticed that, for the purposes of the remitted winding-up proceedings, it is provided that the County Court shall have all the jurisdiction and powers of the Court of Chancery."

A transfer of proceedings from one County Court to another may be directed under the following section of "The Companies Act, 1867" :—

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"If during the progress of a winding-up it is made to appear to the High Court of Chancery that the same could "be more conveniently prosecuted in any other County Court, "it shall be competent for the High Court of Chancery to "transfer the same to such other County Court, and thereupon "the winding-up shall proceed in such other County Court."— 30 & 31 Vict. c. 131, s. 42.

Powers to frame rules and orders, and a scale of costs and

(t) 17 L. T. 559.

() 26 L. T. N. S. 281.

charges, specially applicable to cases where winding-up pro- orders and a ceedings have been remitted to the County Court, have been scale of costs conferred by the following sections of The Companies Act, may be

1867:

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framed.

The County Court Judges appointed or to be appointed by Power to "the Lord Chancellor from time to time to frame rules and frame rules orders for regulating the practice of the Courts, and forms of and orders. "proceedings therein, under the thirty-second section of an The Com"Act passed in the nineteenth and twentieth years of the reign panies Act, "of her present Majesty, chapter one hundred and eight, shall 1867, s. 44. frame the rules and orders for regulating the practice of the "County Courts under this Act, and forms of proceedings therein, and from time to time may amend such rules, orders, "and forms; and such rules, orders, and forms, or amended “rules, orders, and forms, certified under the hands of such "Judges or of any three or more of them, shall be submitted to the Lord Chancellor, who may allow or disallow or alter the same, and so from time to time; and the rules, orders, and forms, or amended rules, orders, and forms, so allowed or altered, shall from a day to be named by the Lord Chancellor be in force in every County Court."-30 & 31 Vict. c. 131, 8. 44.

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The power conferred by this section has been exercised in manner already pointed out, namely, by the framing of Order XXXIX. of "The County Court Rules, 1875" (r):

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How the above power has

been exercised.

Scale of costs

1867, s. 45. panies Act,

"The County Court Judges mentioned in the last section "shall be empowered to frame a scale of costs and charges to and charges. "be paid to counsel and attorneys with respect to all proceedings in a winding-up under this Act, and from time to time "to amend such scale; and such scale or amended scale, certi"fied under the hands of such Judges or any three or more of "them, shall be submitted to the Lord Chancellor, who from "time to time may allow or disallow or alter the same; and "the scale or amended scale so allowed or altered shall, from a day to be named by the Lord Chancellor, be in force in every County Court" (y).—30 & 31 Vict. c. 131, s. 45.

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It is quite unnecessary to treat of the mode in which wind- Mode in which ing-up proceedings, remitted to the County Court, are con- winding-up ducted. For these proceedings are regulated entirely by the proceedings provisions of "The Companies Act, 1862," and the rules made the County thereunder, which have been set out in the preceding sections of this chapter (z).

(r) See ante, p. 1120.

See post, Schedule (B.), Part III. of "The County Court Rules, 1875."

() Ante, sect. 1, pp. 1120 et seq.

referred to

Court are

conducted.

Power of County Court to take evidence in winding-up cases pending

in the High

Court.

The Companies Act, 1862, s. 126.

SECTION VI. — JURISDICTION AND PROCEEDINGS IN THE
COUNTY COURTS FOR TAKING EVIDENCE UNDER "THE
COMPANIES ACT, 1862."

"The Companies Act, 1862," empowers County Court Judges, who sit at places more than twenty miles from the General Post Office, to act as special commissioners for taking evidence under the Act, in cases where any company is wound up in any part of the United Kingdom. The section conferring this jurisdiction is as follows:

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"The commissioners of the Court of Bankruptcy, and the "judges of the County Courts in England, who sit at places more than twenty miles from the General Post Office, and the 'commissioners of bankrupt and the assistant barristers and "recorders in Ireland, and the sheriffs of counties in Scotland, "shall be commissioners for the purpose of taking evidence "under this Act in cases where any company is wound up in any part of the United Kingdom, and it shall be lawful for "the Court to refer the whole or any part of the examination "of any witnesses under this Act to any person hereby ap"pointed commissioner, although such commissioner is out of "the jurisdiction of the Court that made the order or decree "for winding up the company; and every such commissioner shall, in addition to any power of summoning and examining "witnesses, and requiring the production or delivery of docu"ments, and certifying or punishing defaults by witnesses. "which he might lawfully exercise as a commissioner of the "Court of Bankruptcy, judge of a County Court, commissioner "of bankrupt, assistant barrister, or recorder, or as a sheriff of a county, have in the matter so referred to him all the same "powers of summoning and examining witnesses, and requiring "the production or delivery of documents, and punishing de"faults by witnesses, and allowing costs and charges and expenses to witnesses, as the Court which made the order for winding up the company has; and the examination so taken "shall be returned or reported to such last-mentioned Court in "such manner as it directs."-25 & 26 Vict. c. 89, s. 126.

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BOOK V.-DIVISION IV.

PROCEEDINGS UNDER STATUTES CONFERRING AN
ADMINISTRATIVE JURISDICTION.

CHAPTER VIII.

JURISDICTION AND PROCEEDINGS ON THE DISSOLUTION OF

LITERARY AND SCIENTIFIC INSTITUTIONS.

IN the year 1854, an Act of Parliament-17 & 18 Vict. Literary and c. 112-was passed, to afford facilities for the establishment of scientific literary and scientific institutions, and to provide for their regulation.

This Act may be cited by the short title given it by the following section::"In all deeds, documents, proceedings, suits, and prosecu"tions, this Act may be cited and described by the name of "The Literary and Scientific Institutions Act, 1854.'”—17 & 18 Vict. c. 112, s. 35.

The application of the Act is defined by the following section :

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"The Act shall apply to every institution for the time being "established for the promotion of science, literature, the fine arts, for adult instruction, the diffusion of useful knowledge, "the foundation or maintenance of libraries or reading rooms "for general use among the members or open to the public, of "public museums and galleries of paintings and other works "of art, collections of natural history, mechanical and philo"sophical inventions, instruments, or designs; provided, that "the Royal Institution, and the London Institution for the "Advancement of Literature and the Diffusion of Useful "Knowledge, shall be exempt from the operation of this Act." -17 & 18 Vict. c. 112, s. 33.

The members and governing bodies of societies within the Act are constituted as follows:

Institutions regulated by Act of Par

liament.

Short title.

The Literary
and Scientific
Instituti nš
Act, 1854,

s. 35.

To what socie

ties the Act
applies.
The Literary
and Scientific
Institutions
Act, 1854,

8. 33.

Who are

members of

societies

within the

"For the purposes of this Act, a member of an institution “shall be a person who, having been admitted therein according t "to the rules and regulations thereof, shall have paid a sub

The Literary
and Scientific

Institutions
Act, 1854,
8. 31.

-And who

the governing
body.
Id., s. 32.

Jurisdiction of County Court in winding-up of literary and scientific

institutions is twofold.

(1.) Jurisdiction if dispute

arises in its winding-up to adjust the affairs of a

literary or

scientific

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scription, or shall have signed the roll or list of members thereof; but in all proceedings under this Act no person shall "be entitled to vote or be counted as a member whose current subscription shall be in arrear at the time."-17 & 18 Vict. c. 112, s. 31.

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"The governing body of the institution shall be the council, "directors, committee, or other body to whom by Act of Par"liament, charter, or the rules and regulations of the institu"tion, the management of its affairs is entrusted; and if no such body shall have been constituted on the establishment "of the institution, it shall be competent for the members thereof, upon due notice, to create for itself a governing body to act for the institution thenceforth."—17 & 18 Vict. c. 112, s. 32.

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The Act provides for the winding-up of institutions framed under its provisions, and confers upon the County Court certain jurisdiction with respect to such a winding-up. This jurisdiction is twofold; viz., (1) In cases where a dispute has arisen in the winding-up to adjust the affairs of the institution, or to direct proceedings to be taken in the Chancery Division of the High Court; and, (2) to determine what kindred institution shall receive the surplus arising on a winding-up.

(1) Jurisdiction to adjust the affairs of a literary or scientific institution, where a dispute has arisen in its winding-up, exists under the following enactment :—

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Any number not less than three-fifths of the members of any institution may determine that it shall be dissolved, "and thereupon it shall be dissolved forthwith, or at the "time then agreed upon, and all necessary steps shall be "taken for the disposal and settlement of the property of The Literary" the institution, its claims and liabilities, according to the and Scientific

institution.

Institutions
Act, 1854,
8. 29.

(2.) Jurisdic tion to distribute the surplus arising on the winding-up of a literary

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rules of the said institution applicable thereto, if any, and "if not, then as the governing body shall find expedient; provided, that in the event of any dispute arising among "the said governing body, or the members of the institution, "the adjustment of its affairs shall be referred to the Judge "of the County Court of the district in which the principal building of the institution shall be situated, and he shall "make such order or orders in the matter as he shall deem requisite, or, if he find it necessary, shall direct that proceedings shall be taken in the Court of Chancery for the adjustment of the affairs of the institution."-17 & 18 Viet. c. 112, s. 29.

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(2) Secondly, the County Court also has jurisdiction to distribute, if the members cannot agree, any surplus which may arise on the winding-up of a literary or scientific institution. For it is provided:

"If upon the dissolution of any institution there shall re"main, after the satisfaction of all its debts and liabilities,

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