In re Staffordshire Gas and Coke Co. overruled. PAGE In re Bolton & 221 WINDING-UP- Costs Successful Contributory-Payment-Priority- An alleged contributory who has obtained an order striking his As a rule an order for payment of costs by a company in liquidation should be for payment out of the assets of the company and not by the liquidator personally. In re London Metallurgical Co., Ex parte Parker Dispositions by Directors pending Petition-Validating - Guiding In determining whether a payment made by directors pending a winding-up petition is to be validated by the Court under s. 153 of the Companies Act, 1862, the Court will be guided by the analogy presented by the protective sections in bankruptcy, it being desirable that the two systems of insolvent administrations in bankruptcy and winding-up should as far as possible be assimilated. In re Répertoire Opera Co. Examination under s. 115, Companies Act, 1863 (25 & 26 Vict. c. 89)—Inspection of Depositions-Right of Ex-Director—Winding-up Rules, April, 1892, rr. 11, 32. Rules 11, 32 of the Winding-up Rules of April, 1892, have altered the practice relating to depositions taken under section 115 of the Companies Act, 1862. Such depositions are to be filed under r. 11, and any person who has been a director of the company is entitled, as a matter of right, to inspect the depositions and take copies free of charge: any creditor or contributory to do so on payment of the fee prescribed by r. 32. In re Standard Gold Mining Co. 276 314 . 463 Jurisdiction-Unregistered Company "consisting of more than seven members"-Sale by Liquidator-Title-Companies Act, 1862 (25 & 26 Vict. c. 89), ss. 199, 203. For the purposes of section 199 of the Companies Act, 1862, the "more than seven members" of whom an unregistered company must consist in order to its being wound up under the Act must be actual present members at the time of the winding-up. It is not sufficient if the number can only be made up by reckoning the personal representatives of deceased members or the trustees of bankrupt members, or the names of previous members who have withdrawn their shares. Accordingly, where a society consisting of less than eight members is ordered to be wound up under that section, the winding-up order is invalid, and the liquidator's title under a vesting order made under section 203 will not be forced on an unwilling purchaser. Bowling and Wilby. (C.A.) In re PAGE 105, 257 WINDING-UP—Lease-Future Rent-Proof or Claim-Option to Determine-Condition precedent. In the winding-up of an insolvent company which is lessee of premises, the right of the lessor is to prove in the winding-up for present breaches, and to enter a claim for the full amount of the future rent, receiving dividends from time to time as the claim ripens into a debt. The principle of the older cases, In re Haytor's Granite Co. and Horsey's Claim, In re London and Colonial Co., is still applicable to such a case; not Hardy v. Fothergill. If the lease is determinable by the company at the expiration of seven years, the liquidator must, as a condition precedent of exercising the option, pay the rent in full up to the end of the seventh year. In re New Oriental Bank Corporation, Ex parte Hong Kong Land and Investment Co. Liquidator-Appointment-Outside Liquidator or Official Receiver- 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. In re Bank of South Australia (No. 2) Sale by, 105. See Winding-up-Jurisdiction, supra. Petition Salvage. Costs Payment out of Debenture-holders' Security A creditor who presents a winding-up petition and gets an order is not entitled to have the costs of the petition-as salvage-paid out of the security of debenture-holders of the company where such security is deficient. In re Anglo-Austrian Printing and Publishing Union, Brabourne v. Same. Public Examination of Directors, 110. See Directors. Scheme of Arrangement― Contingent Liability—Covenant to indemnify 301 148 614 PAGE "Creditor”—Joint Stock Companies Arrangement Act, 1870 (33 & 34 Vict. c. 104), s. 2. The word "creditor" in section 2 of the Joint Stock Companies Arrangement Act, 1870, includes all persons having any pecuniary claims against the company. Therefore where, by a scheme of arrangement duly passed and sanctioned under the Joint Stock Company's Arrangement Act, 1870, a new company has agreed to "undertake the liabilities" of the old company, and one of such liabilities is a liability as assignee of a lease to indemnify the assignor, the assignor is bound by the scheme, and has no right to prove in the winding-up of the old company; and even if he had, the fact that the liquidator of the old company has under the scheme properly parted with all the assets would deprive the assignor of any remedy against the liquidator. In re Midland Coal, Coke, & Iron Company, Ex parte Craig (C.A.) WINDING-UP—Voluntary-Distress for Rent- Rent payable in Advance -Proof-Companies Act, 1862 (25 & 26 Vict. c. 89), ss. 85, 138, 163. A company, formed under the Companies Acts, was tenant of certain hereditaments, under an agreement which provided that on payment being required, two quarters' rent should become due and payable in advance, the rent being payable on the usual quarter days. The company went into voluntary liquidation on 20 December, 1894, and a liquidator was appointed. On 27 December, a demand was made for the rent due for the December quarter, and payment was required of two quarters in advance. This demand was not satisfied and the defendants levied a distress for the whole amount: Held, that the principle of In re Lancashire Cotton Spinning Co., Ex parte Carnelley was applicable, and that the liquidator was only liable for an apportioned part of the rent, and that the landlord must prove in the winding-up for the rest of the rent. Shackell & Co. v. Chorlton & Sons. WITHDRAWAL RULE-Building Society, 607. See Building Society. 75 233 END OF VOL. II. BRADBURY, AGNEW, & CO. LD., PRINTERS, WHITEFRIARS. |