the debentures constitute a first charge upon all the property of the company. Suppose the debenture had been fuller in form, suppose it had began as an old-fashioned conveyancer would have begun it-by a recital of the article authorizing the issue, and then had gone on to charge the company's property. Could there have been any doubt then? In my opinion the true inference is, that the directors meant to charge, and have charged, the uncalled capital.

Solicitors for both parties: Hurrell & Mayo.

IN RE BANK OF SOUTH AUSTRALIA (No. 2).

1895, February 12. VAUGHAN WILLIAMS, J.

Company Winding-up- Liquidator - Appointment Outside Liquidator or Official Receiver-Grant following Interest-Companies (Winding-up) Act, 1890 (53 & 54 Vict. c. 63), s. 6—Winding-up Rules, 1890, r. 63.

Where the first meetings of creditors and contributories held under section 6 of the Companies (Winding up) Act, 1890, were divided, the creditors wishing their nominee-an accountant-appointed liquidator, the contributories, the official receiver, the Court, being of opinion that the contributories had the chief interest in the realization of the assets, refused to appoint the creditors' nominee, leaving the official receiver to act as liquidator, with liberty to apply for the appointment of a committee of inspection.

AN order to wind up the above company was made on 6 December, 1894 (1). The usual first meetings of creditors and contributories had been held under section 6 of the Companies (Winding-up) Act, 1890, with the result that a majority of the contributories were in favour of the official receiver acting as liquidator, with a committee of inspection composed of contributories, while the creditors-who were, in fact, only the Union Bank-desired the appointment of Mr. Whinney, an accountant, as liquidator. The meetings not being "unanimous," the present summons was taken out by the official receiver for the direction of the Court.

(1) 13 R. (Feb.) 238, where the facts are stated.

Lindley, for the official receiver, stated the facts.

Ingle Joyce, for contributories:

The contributories want the assets realized to the greatest advantage. It is their interest to make the most of them, and the assets are of a kind which require careful realization.

[VAUGHAN WILLIAMS: Primâ facie, the "grant ought to follow the interest," as they say in another branch of this Court, and the contributories seem here to have the most interest.]

Whinney, the creditors' nominee, is the auditor and valuer of the Union Bank. The liquidator ought to be one who will take an impartial view.

Phipson Beale, Q.C., and Dickinson, for the Union Bank:

This is a creditors' winding up, and they are entitled to the control of it. The contributories are only entitled to have someone watching the realization of the assets. We object to the proposed committee of inspection. As contributories they are averse to the making of any call, and the official receiver is by the rules bound to pay regard to their wishes. A committee of inspection has large powers now under section 12 of the Companies (Winding-up) Act, and in particular a power to sanction any compromise of a contributory's liability without the consent of the Court, and it is to the interest of the contributories not to exercise the power fairly.

Eve, for other contributories, supported the appointment of the official receiver.

[VAUGHAN WILLIAMS, J.: The proposed committee of inspection leaves the control to those who have to pay.]

VAUGHAN WILLIAMS, J.: I shall not appoint an outside liquidator in this case. The official receiver will therefore act as liquidator, but I think it desirable that he should be at liberty to apply for a committee of inspection-a mixed committee of contributories, creditors, and others-if he finds the assets require it. In the

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meanwhile he will be able to acquaint himself with the nature of the assets. There will be no order as to costs.

Solicitors: The Solicitor for the Board of Trade, for the Official Receiver.

Hollams, Sons, Coward & Hawksley, for the Contributories.

Lumley & Lumley, for other Contributories.

Murray, Hutchins, Stirling & Murray, for the Union

Bank.

E. M.

IN RE BEAUCHAMP BROTHERS, EX PARTE CARR &

BEAUCHAMP.

1895, January 12. VAUGHAN WILLIAMS, J.

Bankruptcy-Partnership-Receiving Order against Member of Firm-Transfer of Assets to Infant Partner-Appointment of Receiver.

Where a receiving order had been made against members of a firm other than an infant partner, and after the date of such receiving order the debtor executed an instrument dissolving the partnership, and transferring the assets to the solvent infant partner, the Court, on the application of the trustee in the bankruptcy, declared the transfer void as against the trustee and appointed him (but by consent) receiver of the partnership assets.

THE above firm of Beauchamp Brothers-which had carried on business until lately as provision merchants in the Brompton Road, London, W.-consisted of Ralph Beauchamp, an adult partner, and Gilbert Beauchamp, an infant partner. On 11 September, 1893, a receiving order was made against the members of the firm other than Gilbert Beauchamp (1), the act of bankruptcy-the date of which was 9 August, 1893-being noncompliance with a bankruptcy notice. On 10 August, Ralph Beauchamp executed an instrument dissolving the partnership between himself and the said Gilbert Beauchamp, and assigning all his interest in certain policies of assurance, book debts, and all the assets of the partnership to the said Gilbert. Gilbert had since come of age, and Ralph had been adjudicated a bankrupt. This was a motion on behalf of the petitioning creditors in the bankruptcy asking that the assignment in question might be declared void as against the trustee in the bankruptcy as being made after the date to which the title of the trustee related back, that the said assets might be declared to be vested in the trustee, that Gilbert might be ordered to account, and that the trustee might be appointed receiver to get in such assets and pay the partnership debts.

Finlay, Q.C., and Muir Mackenzie, for the motion :

The only way of preventing Gilbert making away with these assets is the appointment of a receiver.

(1) 11 R. (Jan.) 60; [1894] A. C. 607; 63 L. J. Q. B. 802; 71 L. T. 587; 43 W. R. 129; 1 Mans. 467.

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[VAUGHAN WILLIAMS, J.: It is Ralph against whom you have obtained judgment. You must show me that the rights of Ralph's creditors against Gilbert, the solvent ex-infant partner, will be prejudiced unless I appoint a receiver.]

Gilbert, being assignee under this deed is enough to prove that. He accepted the assignment and was proceeding to convert. As creditors of Ralph we have a right to insist on the partnership assets being applied by the solvent partner to the purposes for which they were appropriated, and that he should account for the same.

[VAUGHAN WILLIAMS, J.: You must show me that you would have a right to a receiver if the debt were a separate debt.]

Could the infant partner, if he had contributed, say, the whole capital, withdraw it, leaving creditors unpaid, and, if not, the only way of preventing his doing what is equivalent to that is by appointing a receiver.

We could get a receiver appointed as of course in an independent partnership action in the Chancery Division, the agreement of 10 August having dissolved the partnership, but such action, if commenced, would only be transferred, and we should at once make the application to your Lordship.

[VAUGHAN WILLIAMS, J.: My difficulty is that the mere adjudication against an adult partner does not give his trustee in bankruptcy the right as of course to administer the partnership assets.]

The trustee in bankruptcy is the most proper person to administer the assets.

Harper (solicitor), for Gilbert:

[VAUGHAN WILLIAMS, J.: You do not dispute that the partnership assets are impressed with partnership liabilities? Who is to take charge of them? The assignment, whether fraudulent or not, is void against Ralph's creditors. Ralph could not deal with any beneficial interest. Do you oppose a receiver?]

Yes.