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BY GEORGE WOODFORD LAWliANCE, M.A., Ml OF LIXCOLN's inn, ItARRISTRR-AT-LAVV. ~ THIRD EDITION. LONDON : STEVENS AND SONS, 110, CHANCERY LANE, 1888 r L437i3l roNDON : PRINTED BY C. F. EOWOETH, GEEAT NEW STEEET, FETTEE LANE, E.G. 0. F. LEIGHTON, ESQ., 16, CLIFFORD'S INN, LONDON, E.G. PREFACE TO THE THIED EDITION. The Deeds of Arrangement Act, 1887, is likely to have sucli an important bearing on the value and efficacy of Deeds of Arrangement that I have thought it advisable to insert the Act, with some notes and criticisms thereon, in the body of the work, immediately after the Precedents. The Rules and Orders just issued under the Act will be found in the Ajopendix, where I have also placed such of the sections of the Bankruptcy Act, 1883, and such of the Bankruptcy Rulcj of 1886 (issued since the last Edition was published), as relate to compositions and arrangements. The Act will not affect the form of the Pre- cedents contained in this and previous Editions, and I do not think that the insertion of any precedent of an arrangement which might pos- sibly evade the Act would be of any practical utility. G. W. L. 4, New Court, Lincoln's Inn, Januanj, 1>>S8. II 2 766307 TABLE OF COTS' TEXTS. PAGE Pkeface .......... iii Table oi' Cases ........ vii Chap. I. — Composition with Ckeditors .... 1 II. — Assignments for benefit of Creditors . . 9 III. — Inspectorship Deeds . . . . .20 IV. — Statutory Composition or Arrangement . 26 Prec. 1. Deed of conveyance and assignment by one debtor for benefit of his creditors, with immediate release of debts 33 2. Deed of conveyance and assignment by one debtor for benefit of his creditors in consideration of covenants by the creditors not to sue, and of release on certificate of trustee and committee of creditors . . . . . . .41 3. Deed of conveyance and assignment by partners for the benefit of their creditors . . . . .45 4. Deed of assignment of personal estate by one debtor for benefit of his creditors. A short form . .52 5. Deed of inspectorship between partners and their . joint and separate creditors where the business is to be carried on . . . . . .55 G. Deed of inspectorship between one debtor and his creditors where the business is to be wound up . 68 7. Deed of composition hetween partners and tlicir joint creditors, with covenant nut to sue . . 76 vi Table of Contents. 8. Deed of composition with assignment to secure same and release of debts . . . . . .79 9. Deed of composition where payment secured by surety and by covenants on the part of certain creditors to postpone payment of their debts . - 82 10. Conveyance and assignment for benefit of creditors, Avith proviso for carrying on the debtor's business 85 11. Letter of licence, with covenant not to sue . ,87 12. Form of assent to deed , , . . . .89 13. Resolution for scheme of arrangement under sec- tion 18 90 14. Eesolution for composition secured by deposit of cash 92 15. Eesolution for composition secured partly by deposit of cash and partly by bills . . . . .93 16. Eesolution for composition by payment of cash to Official Eeceiver ....... 94 17. Eesolution for composition secured by assignment of estate ........ 96 18. Deed of inspectorship to carry out resolution for scheme of arrangement , , , , .97 19. Eesolution for composition after bankruptcy (sec- tion 23) 100 20. Eesolution for scheme of arrangement after bank- ruptcy (^section 23) ...... 102 Deeds of Arrak-qement Act, 1887 . . . . .105 Appendix , . . . . . . , .121 Index ...... . , . 137 TABLE OF CASES. Acton v. Woodgate .... Andrews, Re, Ex parte Barrow . Baber's Trusts, Re . Barrow, Ex parte. Re Andrews . Boldero v. The London and Westminster Loan and Disc. Co, Broadbent v. Thornton . Campbell, Ex parte. Re Wallace Clarke, Re ... . Couldery v. Bartrum Cox V. Hickman .... Cumber v. Wane .... Dauglish v. Tennent Durham, Re, Ex parte Merchant Banking Co. of London Easter brook v. Barber Foakes v. Beer .... Forbes v. Limond Friedlander, Re, Ex parte Oastler . Garrard v. Lauderdale (Lord) General Furnishing and Upholstering Co. v. Yonn Glegg V. Rees .... Goddard v. O'Brien . . . . • Harland v. Binks Hobson ('. Jones .... Jacobs, Ex parte .... Johns V. James .... Kearsey, Ex parte Kearsley v. Cole .... Lees I'. Whiteley . . . • Levering, Ex parte . . . • Meggy V. Imperial Discount Co. Merchant Banking Co. of London, Ex parte, Re Durham . Meredith, Re . Milner, Ex parte .... Nevill's case .... Nickoll, Ex parte. Re Walker Oastler, Ex parte. Re Friedlander Owen V. Homan . . . • PAGE 10, 12 6 8 6 14 8 30 28 2 17 2 6 30 97 2 8 7 10, 12 14 9 2 13 23 99 10, 12 29 5 12 115 50 30 14 6 4 7 7 4 Vlll Table of Cases. PAGE Pickstock V. Lyster ...'... in Pinnera case . . ' . 1 Price V. Barker . . . . • 4 Rawlings, Ex parte ..... 19 Eedpath v. Wigg ...... 97 Eeed, Ex parte ...... 29 Riddeough, Ee, Ex parte Vaughan .... 19 Eogers, Ee . . . • • • 27 Shaw, Ex parte ...... 18 Sibree v. Tripp ...... 2 Sinclair, Ee . 19 Smitli V. Dresser ...... 18 Smith. V. Hurst ...... 19 Vaughan, Ex parte, Ee Eiddeough 19 Walker, Ee, Ex parte Nickoll .... 7 "Wallace, Ee, Ex parte Campbell 30 Walwyn v. Coutts ...... 10 Watson V. Knight ..... 14 West Eiding Union Banking Co., Ex parte 5 Whitmore v. Turquand . . • . . 1.3 Wood, Ee ....•• • 108 COMPOSITION & OTHER AERANGEMENTS WITH CREDITORS. CHAPTER I. COMPOSITION WITH CREDITORS. The rules of English common law in regard to °^^^- ^- the acceptance by a creditor of a composition upon his debt are somewhat curious. From early times to the present day it has been held that a creditor cannot legally agree by parol, or by writing not under seal, to accept a part of a sum due to him in discharge of the whole debt, because such an agreement is nudum pactum, there being no consideration for the relinc[uishment of the balance of the debt(«). But if the same ao^reement be embodied in a deed, it is valid and binding by reason of the solemnity supposed to be attached to the sealing of a deed, which imports or supplies the place of a consideration. Another rule, or rather an exception to the first rule, is that such payment of a smaller sum will be valid if the debtor at the same time gives to the creditor any chattel or article (which may be, as was quaintly said by Sir George Jessel in (ct) See Pinners case, 5 Rep. 117 a. 2 Composition toith Creditors. Chap. I. Couldery v. Bartnim{h) "a canary or a tomtit"), or even if the debtor confers or agrees to confer on tlie creditor any benefit (c). So, too, a negotiable security, sucli as a promissory note or a cheque, for less than the debt, can be legally taken in discharge of ii[d). The ground on which this exception rests is that the creditor accepts the collateral benefits by way of " accord and satisfaction," and cannot afterwards sue for the original debt. The above rules were fully discussed and re- affirmed by the House of Lords in the recent case of FoaJces v. Beer (e), although the Lord Chan- cellor, in the course of his judgment, observed that it would be in his opinion an improvement in the law if a release of the whole debt, on pay- ment of any sum which the creditor might be content to receive by way of accord and satis- faction (though less than the whole), were held to be binding though not under seal. It must be remembered, however, that none of the above rules apply to a case of a composition arrangement between a debtor and all or several of his creditors, because the mutual agreement between the creditors to take less than their debts sujDplies the requisite consideration as between the debtor and each creditor (/). This is the (l) 19 Chan. Div. 399. Q. B. D. 37. (c) See note to Cumher v. Wane (e) 9 App. Cases, 605. in 1 Smith's Leading Cases. (/) Couldery v. Bartrum 19 {d) Sibree v. Trijjp, 15 M. & Ch. Div. 400. W. 23 ; Goddard v. O'Brien, 9 Com'position ivith Creditors. 5 class of composition arrangement wliicli the chap. i. present work chiefly deals with. The natm^e of such arrangement of com-se varies according to the circumstances of each case, sometimes being a mere money composition represented partly by cash and partly by negotiable instruments to which the debtor and (in most cases) a sm^ety is a party, and sometimes being a composition secm^ed by an assignment of the debtor's property to trustees, upon trust, on default in payment of the com- position, to realize the property and therewith pay the composition, with an interim and ultimate trust in favour of the debtor. This latter kind of composition arrangement is open to the objection that it is a clear act of bankruptcy (which a simple composition deed will not be unless it amounts to a notice of susj)ension of payment under sub-sect, (h) of sect. 4 of the Bankruptcy Act, 1883) ; but it is frequently used in cases where the creditors doubt the ability or willingness of the debtor or his friends to pay the composition as agreed, and wish for some security other than a merely personal one. The ordinary provisions of a composition deed are few and simple ; generally, bills of exchange or promissory notes are given in payment, in which case there must not be a covenant to pay them at maturity, because, a covenant having a higher legal operation than a simple contract, the creditors in accepting the covenant merge or extinguish their lesser remedy on the bills or b2 4 Composition tvith Creditors. Chap. I. notes {g) ; a recital that the negotiable instruments have been or are about to be given will be suffi- cient to show a consideration for the release by the creditors of their debts. The alternative course is to insert a covenant by the debtor with the creditors or with a trustee to pay the compo- sition ; then follows either a release by the creditors of their debts, or a covenant by them that they will not sue for their debts unless default be made in payment of the composition, and that the deed shall operate as a release if the composition be duly paid, accompanied by a proviso, putting an end to the deed if default be made in payment of the composition, or if bank- ruptcy proceedings take effect against the debtor, and a reservation by the creditors of their rights against any persons who are liable jointly with or as sureties for the debtor, and of their remedies upon securities held for their debts, or any part thereof. With regard to the release, it sometimes happens that creditors, while not objecting to entering into a covenant binding them not to sue for their debts, hesitate to give an immediate release, even if qualified by the above reservation of rights against sureties, under an erroneous imj)ression that they will thereby lose their rights against third parties. It is well settled, however," that a release so qualified is in effect a covenant not to sue, and does not prevent the creditors from suing any surety for the debtor (/^), and this {g) Owen y. Roman, 3 Mac. & (/;) Pricey. Barhery'HEU.. &B1. Gor. 407. 760; NevilVs case, 6 Ch. App. 47. Composition toith Creditors. i although the sui'ety is not a party to the deed (^) • chap. i. but of course if before the deed is drawn the solicitor who is in charge of the matter becomes aware that any important creditors object to the release, he should insert the covenant not to sue, which will be as effectual as a release, though somewhat longer. The clause reserving the rights of creditors in respect of securities for their debts should be framed in accordance with the rule in banki-uptcy, which does not require a creditor on proving his debt to value or give credit for any security which he holds upon property not belonging to the debtor ; and for this pur]30se, in a composition arrangement between partners and their creditors, a creditor of the firm who holds a security upon the separate estate of one of the partners is entitled to receive the composition from the joint estate without giving credit for his security; and on the same principle a separate creditor of one partner who holds a security upon the joint estate is not re- quired to deduct the value of such secmity from the debt upon which he claims the composition (k). Composition arrangements between partners and their joint and separate creditors are not very common, because on failure of a firm the creditors of the firm are chiefly to be reckoned with, and the private or separate creditors of each partner are generally settled with outside the (t) Kearaley v. Cole, 16 Mee. [k] Sec Ex parte West Riding & W. 135. Union Banking Co., 19 Ch. Div. 112. 6 Composition with Creditors. Chap- 1- arrangement ; but where such an arrangement is entered into, the amount of composition payable to each class of creditors, and the mode in which it is secured or made payable, may vary to any extent, without infringing the rule next alluded to. It is an invariable rule that in a composition arrangement there must be perfect good faith and fairness on the part of the debtor, and perfect equality between the creditors, and that the whole arrangement will be liable to be vitiated if there be any underhand or secret bargain by which any creditor is to receive a composition larger in amount, or payable at an earlier date, than that which the other creditors are to receive according to the terms of the deed. Thus, in a recent case (/), where a creditor, who had signed a com]30sition deed, subsequently discovered that certain creditors who had signed after him had been induced to sign by means of a promise made by the debtor's brother to pay them a sum in addition to the composition, the debtor being aware of this promise, it was held by the Com-t of Appeal that the creditor in question was not bound by the deed. Of course, however, it is open to any creditor on the face of the deed to put himself in a less favourable position than the other creditors, as indeed is often done in cases where family or private creditors agree to postpone their claims {I) Ex parte Milner, In re v. Tennent, Law Eep. 2 Q. B. Milner, 33 W. E. 867, and 15 49, and Ex parte Barrow, In re Q. B. D. 605. See also DauglisJi Andrews, 18 Ch. D. 464. Composition with Creditors. 1 to those of the trade creditors. An agreement of chap. i. this kind will be found in one of the precedents. Allusion has been made in a previous page to the question whether a composition deed is an act of bankruptcy as amounting to a notice of suspension of payment by the debtor under sub-sect, (h) of sect. 4 of the Act, and an opinion was hazarded in the first edition of this work that the execution by a person of a deed, which on its face showed to his creditors that he could not pay them in full, was in effect a notice that he had suspended payment ; fortunately, however, the Com-t of Appeal has since decided (w), that the notice of suspension referred to in the Act must be a formal thing, done with the intention of conveying to the mind of some creditor or creditors the fact that the debtor has suspended or is about to suspend his payments, from which it would seem to follow that a composition deed, even if it contains the common recital that the debtor is unable to pay his debts, does not amount to this statutory act of bankruptcy; and it will be observed that if a debtor wishes to commit an act of bankruptcy by declaring such inability, he must sign a form to be filed in the Court (^z), so that the same effect cannot reasonably be attri- buted to a like recital in a deed. It must be understood that all deeds of arrange- ment (whether made by way of composition or (m) Exparte Oastler, Re Fried- (n) See sect. 4, sub-sect, (f), lander, 13 Q. B. D. 471. See and Form 3 in the Appendix to also Ex parte Nickoll, Be Walker, the Eulos. il. 469. 8 Compositioii zvith Creditors. Chap. I. otherwise) wliicli are not made in pursuance of tlie Bankruptcy Act, will only bind those creditors who execute them, or assent to them either in any form which the deed provides for, or by some act or acts of acquiescence or concmTence which the law holds to amount to accession ; for, as was said by Lord Cottenham in the case of Ex parte Jerrardj '' it is a known rule that all the creditors of an insolvent need not actually sign a compo- sition deed ; but if they concur, and act under it, the Court will consider it as obligatory as if they had signed " (o). It is obvious, however, that it is not safe either for debtor or creditor to rely on such constructive accession in place of signature or written assent ; for the debtor may find him- self sued by a creditor whom he thought to be assenting to the deed, while a creditor may discover that what he considered to be accession, does not in the opinion of a Court of Equity entitle him to share in the deed(7j); and if he accedes after papnent of a dividend to the other creditors, he will not be allowed to disturb such dividend (^'j, but must take his chance of the remaining assets being sufficient to pay Mm a like dividend. It may, however, sometimes be a trustee's duty to reserve a dividend in respect of the debt of a creditor who has made a claim before actually acceding to the deed (r). (o) 3 Deacon, 7. See also In [q) Broadbent v. Tlwrnton, 4 re Baler's Trusts, Law Eep. 10 De Gr. & Sm. 65. Eq. 554. (r) See sect. 60 of the Bank- {p) Fortes v. Limond, 2 De G., ruptcy Act. M. & G. 298. ( 9 ) CHAPTER II. ASSIGNMENTS FOR BENEFIT OF CREDITORS. The method of arrangement between a debtor chap, ii. and his creditors by means of an assignment of property to a trustee in trust for the creditors of the debtor (technically called a cessio bonormn), has been in use for many years, and is frequently used with the object of preventing a creditor who has obtained a judgment from issuing execution upon the debtor's property and thereby some- times receiving payment of his debt in full, and leaving little or nothing for the other creditors. This object may be attained by the operation of the assignment in vesting the projDerty in the trustee («), and giving him a right to sue to recover such property and to take and hold pos- session thereof to the extent of the debtor's in- terest, although the deed may be subsequently upset as an act of bankruptcy, or may be revoked by the debtor as a voluntary assignment executed for his own benefit, and not creating a trust in favour of creditors. The practical use of such a revocable assignment will be referred to hereafter; but it may be convenient here to indicate what (a) Olegg v. Mees, 7 Ch. App. 71. 10 Assig7iments for lenefif of Creditors. Chap. II. such an assignment is, and to refer to the autho- rities on the subject. If a person by deed assigns property to another in trust thereout to pay all or some of the assignor's creditors, no creditor being named as a party to the deed or being aware of its existence, the deed is to be regarded simj^ly as a power of attorney or mandate directing the trustee how to settle the affairs of the assignor, and revocable at the latter's pleasure (5). And even if any creditors are named as parties to the deed, yet if they do not execute it and it is not communicated to them, it will be equally re- vocable (c). In neither of these cases can the creditors establish their rights as cestuis que trust under the deed, or have a decree for execution of the trusts. If, however, the deed has been com- municated to any of the creditors, it cannot be revoked as regards them, though the assignor may still, it seems, exclude those creditors to whom no such communication has been made, by directing the trustee not to pay their debts. This was actually done in the case of Acton v. Wood- gate [d) and a2323roved in Johns v. James [e). It should be noticed, however, that in the latter case no creditor was made a party to any of the deeds which were the subject of discussion, and there did not appear to be any reason why the creditors (6) Walwyn v. Goutts, 3 Sim. (c) Garrard y. Lord Lauder- 14; 3Mer. 707; Acton Y.Wood- dale, 3 Sim. 1, and 2 Euss. & gate, 2 Myl. & K. 492 ; Johns v. My. 451. James, 8 Ch. D. 744. {d) 2 Myl. & K. 492. (e) 8 Ch. D. 751. Assignments for henefit of Creditors. H should know of the deeds until payment of a chap. ii. dividend ; but in the ordinary case of a deed of assignment for the benefit of the creditors whose names and seals are in the schedule to the deed, and who are to give a release in consideration of the assignment, the debtor has every reason for speedily communicating the deed to the creditors, and usually does so at a meeting or otherwise, so that the debtor's power to revoke the deed will probably be rarely exercised. It does, however, occasionally hap^^en that a deed of assignment is executed (so to speak) on the spur of the moment in order to defeat an execution, and before the debtor's advisers have had time to consider any other mode of arrangement, or the creditors have been called together. In such a case it will be better to have the deed executed by no one except the debtor and trustee, and not to communicate it to any creditors ; and then, if it be desired to enter into a composition arrangement, the debtor can, if personal estate alone be comprised in the deed, cancel the deed and have the chattels re- delivered to him, and execute a fresh deed embodying the new arrange- ment; or he can, if real estate or chattels real have been conveyed by the deed (in which case the legal estate cannot, except under some special power, be divested from the trustee by revo- cation), by the new deed revoke the directions contained in the first deed as to the manner of applying the proceeds of the estate, and direct 13 Assignments for henefit of Creditors. Chap. II. the trustee to apply tlie same in payment of the composition. A somewhat similar direction was contained in the second of the two deeds which formed the subject of the decision in Acton v. Woodgate[f). It must be remembered that the cases before referred to, of which Garrard v. Lord Lauderdale (g) and Johns v. James (h) are pro- minent types, came before the Com-t on the ques- tion of the right of a creditor, for whose benefit (among others) the deed was expressed to be made, to have a decree for execution of the trusts of the deed, and that in deciding this question against the plaintiff on the ground that the deed was in effect one for the benefit of the debtor only, and revocable by him, the Com-t had not to consider how far the deed, although revoked or cancelled, had taken effect as an act of bank- ruptcy. But in the case of Lees v. Whiteleg (i) the late V.-C. Kindersley decided that a deed of assignment for benefit of creditors, which had been executed by the debtor and trustees, but not executed or assented to by any creditor, and had been actually destroyed, was nevertheless an act of bankruptcy, and not a mere nullity, as appears to have been plausibly argued, upon the principle of Garrard v. Lord Lauderdale. If any creditors have executed the deed, or acceded thereto in such a manner as to become (/) 2 Myl. & K. 492. (h) 8 Ch. Div. 744. (g) 2 Euss. & My. 451. {i) Law Eep., 2 Eq. 143. Asstcjfnmenfs for benefit of Creditors. 1 3 cestuis que trust thereunder (/), and a composition chap. ii. be deteimined on, it will probably be necessary for the trustee, with the consent of such creditors and of the debtor, to reconvey the trust estate to the debtor discharged from the trusts. The writer has thought it better not to insert a Precedent of such a deed of revocation or variation of trusts as has been here discussed, because in every such case the nature of the property, and the extent to which the first deed may have been acted on or become known, and the other sur- roimding circumstances, will have to be carefully considered, so that a Precedent might jDrove more misleading than useful. It is now proposed to treat of the ordinary deed of assignment under which a debtor's estate is wound up and divided among the creditors. The parties to such a deed are usually the debtor, one trustee or more, and the creditors ; but sometimes, as in the following Precedents, a committee, consisting of two or three of the principal creditors, is added for the pm^pose of advising the trustee in important matters, or con- trolling his discretion. This is especially useful where there is only one trustee, who is very pro- bably a nominee and friend of the debtor. The creditors must be so dealt with as to make the deed one in which all the creditors can share, so as to bring it clearly within the provision of the Bills of Sale Acts exempting from registration (y) See Whitmore v. Tur- v. 7?;«A-s, 15 Q. B., N. S. 713. quand, 1 J. & H. 444 ; Harland 14 Assignments for henefit of Creditors. Chap. II. '' assignments for the benefit of the creditors of the person making or giving the same," which words have been held to mean assignments for the benefit of all the creditors (//:). This object may be attained by using any words sufficiently general to include every creditor; in this work the Precedent j^rovides for distribution among the creditors whose names and seals are in the schedule, or who otherwise in writing accede to the deed. Under these words no creditor can be excluded, but any creditor can insist on executing or assenting to the deed (/), if he has not acted in opposition thereto {m). It seems better to make the creditors parties in this manner, than by the plan of simply describ- ing them as '' the creditors," without reference to a schedule or to their execution of the deed, because accession by conduct is not always easy to prove, and frequently creditors are induced to sign by seeing the signatures of other creditors in the schedule, or in some form of assent. The reader's attention may here be usefully called to a recent case of Re Meredith (n), where the Court held that a deed containing provisions for payment of the debts due to creditors, whose names and seals were scheduled to the deed, was not in fact confined to such scheduled creditors. {k) General Furnishing and {I) See 2 H. & 0. 161. Upholstery Co. v. Venn, 2 H. & (m) Watson v. Knight, 19 Bea. 0. 153 ; Boldero v. The London 369. and Westminster Loan and Bis- {n) 29 Ch. D. 745. count Co., 5 Ex. D. 47. Assignments for henefit of Creditors. 15 but that, nevertheless, creditors who had set vc^ a chap. ii. claim adverse to the deed could not on failure of such claim come in under the deed. The next question to be considered is the natm^e of the property to be assigned, and the exceptions (if any) to be made from the assign- ment ; and for this piu-pose it will be assumed that the deed will be one comprising all the debtor's property, except wearing apparel and other like articles of a domestic kind. It is, however, very usual to except leaseholds from the assignment, because the trustees do not like to become liable to the rent and covenants reserved by or con- tained in the lease. But in such a case the deed ought to contain a declaration of trust by the debtor, whereby he undertakes to deal with the excepted leaseholds as the trustee shall direct for the benefit of the creditors; and the same jDlan should be followed if the debtor be possessed of shares in public companies on which calls are likely to be made, and which it may be desirable to except from the assignment. With regard to the mode of dealing with any copyholds belonging to the debtor, the reader is referred to the first Precedent and to the footnote therein on the subject. The ordinary trusts and provisions of a deed of assignment do not call for special remark ; they ought to be ample enough to enable the trustee to wind up with facility, and yet not so full as to provoke an objection by any creditor that tlie 16 Assignments for henefit of Creditors. Chap. II. deed gives too much power to the trustee. It is most usual for the creditors to give an immediate release in consideration of the assignment, but it may be that some of the principal creditors object to do this, and prefer to leave in the hands of a committee of creditors a discretion to grant a release by certificate, thus holding out an induce- ment to the debtor to expedite the winding-up of his estate, and give all information and assistance in his power to the trustee in reference thereto. Where the release is so postponed, the creditors will covenant not to sue while the deed remains in force, and the covenant will provide that on such certificate being given the deed shall operate as a release (o). Among the special provisions contained in the first Precedent will be noticed a power to call meetings of creditors, and also a power to remove a trustee, and to settle with dissentient creditors ; the reasons for the last two of these powers are given in the footnotes to the Precedent ; the first power will not generally be wanted in small cases, but is often useful in winding up an estate the assets of which are difiicult to realize or collect, either owing to their being situate abroad, or to their being embarked in pending contracts, or subject to disputed claims. It may well be that in such a case the trustee would not feel safe without a special resolution of the creditors, (o) See Precedent n. Assignments for benefit of Creditors. 17 although the deed might contain full general chap. ii. powers of settling questions. It sometimes happens that although the creditors wish to have an assignment of the estate to trustees, they do not want the debtor's business to be sold at once, but are willing to allow the trustees, with the assistance of the debtor, to carry it on with a view to gradually winding it up. A form of this kind of assignment will be found in the Precedents. The law is clear that in such a case the creditors will not, by accepting dividends out of the profits earned by the carrying on of the business, become liable as partners for any debts thereby incurred (^^) ; but the trustees must be careful (in order to avoid all risk of personal liability) to enter into no contracts or engage- ments for the purposes of the business in their own names alone, or without making it clear that they are acting as trustees. The safest and most practical course will generally be to make such contracts in the debtor's name. It will of course be understood that such a deed of assignment as we have been discussing will constitute an act of bankruptcy under sect. 4 (sub-sect, (a) ) of the Bankruptcy Act, and it follows that the trustee of such a deed ought not, as a general rule, to part with the assets until the lapse of three months from the date of the deed, when it will cease to be an act of bankruptcy on (p) Cvx V. Hifhnnii, S II. L. Cas. 208. 18 Assignments for benefit of Creditors. Chap. II. whicli a petition can be presented (j:*), or to wMcli the bankruptcy (if grounded on any other act of bankruptcy) can relate back(^); but if, as some- times happens, the trustee is at an early date satisfied that all the creditors have acceded to the deed, he may divide the estate as soon as he pleases without waiting the three months ; and he can also do this if the creditors agree to indemnify him against any risk or liability which may arise from the deed being upset as an act of bank- ruptcy. This indemnity, when givSn, should usually be limited to the amount which each creditor may receive by way of dividend, but its insertion in the deed is not recommended, because its very presence in the deed would probably prevent creditors from signing. If the deed should be overreached by a receiving order against the debtor within the three months, the position of the trustee, if he has acted to any extent in the execution of the trusts, is not pleasant, and he may be deprived of the costs which he has incurred in collecting and converting the estate or otherwise executing the trusts, upon the ground that, the deed being void, he is not in fact a trustee at all (r). But in a case of Eximrte Shaw (s), before the Court of Review in Bankruptcy, it was decided by the Chief Judge (Sir J. L. Knight Bruce) that trustees of a deed of assignment {p) Sect. 6, sub-sect, (c), (r) Smith v. Dresser, Law Iq) Sect. 43. Eep., 1 Eq. 651. (s) De Gex (Bky. Cases), 242. Assigmnenis for hcncfit of Creditors, 19 wliicli had been superseded by bankruptcy ouglit ^^^p- "• to be allowed expenses wliicli tliey had mcurred with the honest purpose of benefiting the creditors, even if no benefit could be shown to have actually accrued; and in a recent case (t\ where a trustee had in pursuance of the provisions of the deed carried on the business of the debtor, and pur- chased fresh stock with his own money, and after- wards the debtor was adjudged bankrupt, it was held that the official receiver must elect either to treat the trustee as his agent, or as a trespasser, and was not entitled to immediate payment of the sum admitted to have been received by the trustee under the deed, but must Avait the result of an account to be taken (on the footing of the trustee being a trespasser) of the value of the debtor's property taken possession of by the trustee. It is settled that an assignment to a trustee for the benefit of all the creditors of the assignor is not fraudulent within the meaning of the Statute of 13 Eliz. c. .3, although the effect and chief object of the deed is to prevent a judgment credi- tor from proceeding to execution {u). But if the deed has not been communicated to any creditor, and is therefore revocable by the assignor, it may be set aside as fraudulent against creditors imder the last-named statute {x). {t) Ex varte Yaucjlmn, In re («) FlcMocJc v. L>/ster, 3 M. Faddeough, 14 Q. B. D. 25. See & S. 371. Be Sinclair, 15 Q. B. D. 016; (x) Smithy. JInrst, 10 Ua.'iO; and Ex parte Eawlivfjs, 3G W. R. and see p. 44. 144. c2 ( 20 ) CHAPTER III. INSPECTOESHIP DEEDS. Chap. III. Cases not unfreqiiently arise where it is con- sidered to be for the interest both of debtor and creditors that the business and estate of the former should be gradually wound up by himself under proper supervision and control, instead of being absolutely assigned to trustees. Among other reasons, the desire to avoid an act of bankruptcy is sometimes prominent, it being clear that an inspectorship deed is not of itself an act of bankruptcy, for although it usually provides for distribution of the estate of the debtor among his creditors, and contains a covenant by him to assign it in certain events, it is not technically an assignment within sub- sect, (a) of sect. 4 of tlie Bankrujitcy Act ; but probably the chief reason will be found in the hopes of the creditors, that l^y a careful nursing of the debtor's business they will obtain in the end a larger dividend than if they allowed it to be broken up. There are two kinds of inspection ; one where it is intended to carry on the debtor's business and pay dividends from time to time out of the net profits, the other where the business is to be Inspectorship Deeds. 21 gradually wound u]), -without buying fresh stock- chap. iii. in-trade, or entering into new contracts ; the latter is the more usual, the former being only suited to cases where the business is large and fairly sound, and the good-will valuable ; in each case there is the same risk that the debtor may prove negligent or speculative, or untrustworthy, and thus cause the arrangement to fail, or may incur fresh debts involving execution against his property, or even bankruptcy, or may become lunatic, or die. But apart from these risks, and a certain amount of delay which creditors sometimes have to 2:)ut up with in the matter of dividend, this method of arrangement is a good one, and has been known to result in full payment of the debts. One of the leading features in a deed of in- spectorship being the retention of the debtor's name and personality in connection with his business, the first clause usually consists of what is called " a letter of licence," whereby the creditors grant leave to the debtor to carry on his business under supervision of the inspectors, either for a fixed period or (in general terms) until the debts shall be paid, or the arrangement shall for any other reason come to an end. This is followed by a covenant on the part of the creditors that they will not sue the debtor during the continuance of the letter of licence, and then come covenants by the debtor binding him to 22 Inspectorship Deeds. Chap. III. manage or wind up his business and collect and realize his estate under the control of the in- spectors, and provisions as to the employment of assistants in the business, and payment of wages or remuneration to them and to the debtor, and as to application of the moneys to be realized under the deed in payment of necessary or proper costs and charges, and then in payment of dividend. Next in order will come clauses giving to the inspectors powers analogous to those given to trustees in a deed of assignment in reference to the bringing or defence or compromise of actions, the settlement of disputes, verification of debts or claims, the sale of any parts of the estate, and other like powers; but it will of course be remembered that, as the debtor remains the legal owner of his estate, his con- currence will be necessary for the transfer of pro- perty to a purchaser, the inspectors directing and controlling the sale, and receiving or joining in receipt of the purchase-money ; and also that all actions to recover debts due to the estate must be brought in the name of the debtor, the inspectors, however, having power to use his name for this purpose under a power of attorney in the deed. Sometimes special power is given to the in- spectors to employ a professional accountant for the purpose of assisting in carrying on or winding up the business, the inspectors (who are generally the principal creditors) not having time to attend Inspectorshi]) Deeds. 23 to all necessary details. It has been decided that c^ap. iii. an accountant so employed is the agent of the debtor, and not of the inspectors, who are, there- fore, not liable for the misfeasance of such ac- countant («); and probably the same rule will apply in the case of any other person whom the inspectors employ as an agent under the general powers of the deed (and it is often necessary to employ such an agent where proj)erty is situate or receivable in a foreign country or distant colony), the principle being that the agent's powers are in reality derived from the debtor, and not from the inspectors {h). Reference has been made in a previous page to the risk of an inspectorship arrangement failing by reason of the debtor's conduct; failure may, of course, also arise from pure misfortune or ac- cident, and it will generally be foreseen by the inspectors or some of the creditors. This will be the time to enforce the debtor's covenant (very usual in inspectorship deeds) to assign his estate to the inspectors or some trustee named by them upon trust for speedy realization and division among the creditors; and it will be convenient that the general power of attorney given by the debtor to the inspectors should specially authorize them to execute any such deed of assignment in the name of the debtor, to guard against his pos- sible refusal to execute it. (a) Eohson v. Jones, L. E., {h) See L. R., 9 Eq. 460. 9 Eq. 456. 24 Inspectorship Deeds. Chap. III. 'piig release in a deed of inspectorship is never immediate, because the debtor does not part with complete control of his property, and the creditors cannot be expected to give a release in exchange for mere personal covenants. The usual provision for release takes the form of a covenant by the creditors that the deed shall operate as a release on the inspectors certifying — (1), that the winding up and realization has been concluded as far as practicable by collection and disposal of every available asset, or (2) that the debtor has assigned his estate in pursuance of his covenant in the deed in that behalf. It will be obvious from the very nature of an inspectorship deed, that it may be necessary under certain circumstances to provide for the speedy and absolute determination of the arrange- ment, and to leave the law to take its course with the debtor and his assets and debts. For instance, even assuming that all the creditors who are such at the date of the deed have become bound there- by, a creditor whose debt has l)een incurred since the deed may get judgment against the debtor, and issue execution against his property (which notwithstanding the deed will legally belong to the debtor), or may procure a receiving order to be made against the debtor. In either of these cases the creditors who are bound by the deed ought to be at once unbound, and be free to intervene in any proceedings taken by the out- side creditor, whether by proving their debts Inspector sJiijy Deeds. 25 under any bankruptcy, or filing a bankruptcy chap. iii. petition against the debtor as a countermove to the execution ; and, accordingly, the inspectors must have power at once by writing to declare the deed to be at an end, without prejudice to acts previously done under it. A similar reason for determining the deed sometimes exists where the debtor has by wilful breach of his covenants in the deed so injm-ed his business and offended the creditors, that they prefer to send the estate into bankruptcy instead of calling for an assignment of it and releasing the debtor. In this case, however, the power of the inspectors to put an end to the deed ought not as a general rule to be left to their sole discretion, but should be dependent upon the vote of a meeting of creditors to be called by the inspectors for the purpose of considering the question. The remaining clauses of an ordinary deed of inspectorship do not call for special remark. ( 26 ) CHAPTER IV. STATUTORY COMPOSITION OR ARRANGEMENT. Chap. IV. The Bankruptcy Act, 1883, provides two modes by which an insolvent debtor can effect an arrangement with his creditors, one before he has been adjudged bankrupt, the other after ; in each case there is the same amount of notoriety, as the debtor has to undergo a public examination, and the arrangement has to be approved by the Court ; the main difference appears to be, that where there has been an adjudication, the Court on approving the arrangement may (and generally will) make an order annulling the adjudication, and vesting the estate in the debtor or otherwise so as to give effect to the arrangement, whereas if there has been no adjudication the Court will simply rescind the receiving order. In the Appendix will be found the various sections of the Act, and also the rules and forms, which relate to or regulate this subject, from which it will be seen that, although there must have been two meetings of creditors before the matter comes before the Com-t, and at the second meeting the proposed arrangement must have been sanctioned by no less a majority of creditors than three-fourths in value of all who have proved their statutory Composition or Arrangement. 27 debts, the Court has still a large discretion as to chap. iv. whether it will approve or not, and is bound to refuse its approval in any case where the conduct of the debtor has been such that his discharge would be refused if he aj)plied for it in due course under sect. 28 of the Act, or where the Court has formed an opinion that the terms of the composition or scheme of arrangement are not reasonable, or are not calculated to benefit the general body of creditors («). The Com-t in forming this opinion must exercise its own judgment, but Avill bear in mind that the creditors are mainly interested in this question of reasonableness (J) ; and if the official receiver's report be favourable, and the objections (if any) of the creditors have no weight with the Court, and the requisite statutory majority of creditors has sanctioned the arrangement, the Court will rarely refuse its sanction on the ground of un- reasonableness. In a case, however, where a scheme of arrange- ment which was apparently in other respects reasonable, and not opposed by any creditor, contained a provision that the debtors should be discharged when the committee of inspection should so resolve, the Court considered such a provision unreasonable, as being a delegation to third parties of a question which the creditors ought, according to the scheme of the Act, to (a) Sect. 18, eub-soct. 6. [h) He Eorjers, 13 Q. B. D. 438. 28 Statutory Composition or Arrangement. Chap. IV. decide for themselves on passing the resolution (c). This was the one point to be decided, but the Court intimated an opinion that a resolution, pro- viding for a discharge in some definite event fixed by the resolution, would not be unreasonable. If, for instance, a resolution for a composition provided that the debtor should be released from his debts on the certificate of the official receiver or trustee that he had sufficient money in hand to pay the composition and the costs of the pro- ceedings, or that he was in possession of pro- missory notes or bills of exchange representing the composition, there can be little doubt that such a provision ought not to be held unreason- able, for it merely indicates a convenient mode of proving matters which would be otherwise troublesome to prove. If, however, the resolu- tions embody a scheme of arrangement for ad- ministering the estate of the debtor either under inspection or otherwise, it is by no means clear what the '' definite event" should be in which the debtor is to be released, if it be not one in some measure depending on the discretion of the inspectors, viz., their certifying that the estate has been as fully wound up as is in their opinion practicable, which is a familiar form of granting the discharge in such a case. The alternative appears to be that the order of the Court approv- ing the scheme, or the attaching the Court's seal to the deed (see sect. 18, sub-sect. 7) will operate (c) Be Clarhe, 13 Q. B. D. 426. Statutorij ComiJOBition or Arrangement. 29 as a discharge ; but this (in cases of winding up ^^^p- '^'^- as distinct from composition) is most unsatis- factory, for when the debtor has obtained his discharge, he will generally take but a languid interest in the estate, and give small assistance to the inspectors or trustees, and the only remedy of the creditors will be to induce the Court to adjudge him bankrupt inider sub-sect. 11 of sect. 18, on the ground that the scheme cannot " proceed without injustice or undue delay to the creditors." It will be observed that the first part of sub- sect. 6 of sect. 18 is imperative, and compels the Court to refuse its approval to a composition or scheme in the events there mentioned ; but that under the latter part of tlie sub-section the Court has a discretion, and although on the application for its approval facts are proved which, if the application were for discharge of the debtor, would technically justify the Court in refusing, qualifying, or suspending the discharge (c/), the Court is not bound to act upon such proof and refuse to approve the arrangement {e). The Court of Appeal will not review the discretion of the registrar, unless it is clear that he has exercised it wrongly (/). It has been decided that the report of the official receiver under sub-sect. 5 of sect. 18 {d) Seo sect. 28 of the Act. (/) Ihid.; Ex parte ReeJ, 17 (e) Ex parte Kearscij, In re Q. B. D. 244. Genese, 18 Q. B. D. 1G8. 30 Statutonj Compositmi or Arrangrmenf. Chap. IV. iiiust be taken to be prima facie evidence of the truth of any statements therem contained as to the " facts" referred to in the latter part of sub- sect. 6. See the case of Ex parte CampMl^ Re Wallace (f/), in which case the report of the official receiver disclosed a long course of reckless trading on the part of the debtor ; and although no credi- tor opposed the application, and several creditors supported it, the registrar and the Court of Appeal refused to approve the composition. This decision is in accordance with the principles laid down by the Court of Appeal in reference to the approval of schemes of settlement under sect. 28 of the Bankruptcy Act, 1869(70. The Court is also compelled to refuse to approve a composition which fails to provide for the prior payment of what are generally called preferential debts (0, such as the rates, taxes, and wages men- tioned in sect. 40 of the Act, and also for payment of all proper costs, charges and expenses of the proceedings, and all fees and per-centages payable to the official receiver and Board of Trade [k) ; provision, therefore, must always be made in the resolutions for these payments. Sub-sects. 12 and 13 of sect. 18 will also require careful consideration by persons contemplating a composition or scheme, for sub-sect. 12 provides {g) 15 Q. B. D. 213. Durham, 16 Ch. D. 623. [h) Ex parte Mercliard Bun!;- (/) See sect. 18, sub-sect. 14. ing Company of London, In re (/•■) See rule 205. statutory Composition or Arrangement. 31 that where a trustee is appointed to administer chap. iv. the debtor's property or manage his business, Part V. of the Act shall apply to the trustee as if he were trustee in a bankruptcy, while sub- sect. 13 provides for the incorporation of Part III. of the Act into the scheme. It will be observed, however, that in the latter case the sub-section contains the qualifying words '' so far as the nature of the case and the terms of the composition or scheme admit," which will allow of the introduction into the scheme, or any deed which may be required to carry out the same, of such modifications as may be desired, and as are not inconsistent with the statute. For instance, those portions of Part III. (sects. 37 to 57 inclusive) which relate to proof of debts, to distribution of property, to avoidance of settle- ments and preferences, and to disclaiming or otherwise dealing with particular kinds of pro- perty, must, it would seem, be adopted without any attempt to modify them in the scheme, though probably if the scheme do not provide for a com- mittee of inspection it should expressly confer the powers of sect. 57, or some of them, upon the trustee. On the other hand, it will probably be desirable that the scheme should give to the trustee a general discretion as to time and mode of payment of dividends, instead of binding him to the provisions of sect. 58. With regard to the application of Part V. of the Act to a trustee appointed under a scheme, 32 Statidortj ComposUion or Arranrfement. Chap. IV. the words of the Act are imperative, and the scheme cannot modify or interfere with the con- trol of the Court and the Board of Trade over the trustee. It may therefore sometimes be advisable for the creditors and debtor to consider whether a scheme for winding up or carrying on the debtor's business under a deed of inspection will not be preferable to administration of the estate by a trustee, for there can be no doubt that an inspector is not a trustee within the meaning of sub-sects. 12 and 13 of sect. 18. Under an order made by the Lord Chancellor the fees payable by stamps in respect of composi- tions or schemes of arrangement are as follows : — On every application to the Court under sects. 18 and 23 to approve a scheme, a fee computed at the rate of \l. upon the first 100/. or fraction of 100/., and 55. upon each 25/. or fraction thereof above 100/. on the gross amount of the estimated assets ; and on every application to the Court under sects. 18 and 23 to approve a composition, a fee computed at the rate of 1/. upon the first 100/. or fraction of 100/., and bs. upon each 25/. or fraction thereof above 100/. on the gross amount of the composition. PEECEDENTS OF AEEANGEMENTS BETWEEN DEBTORS AND CKEDITOES. Deed of Conveyance and Assignment hy one Debtor for Convey- benefit of his Creditors, mth immediate release of Debts. assio-n^ THIS INDENTUEE made the day of , S for Between A. B. of &c. (hereinafter called " the debtor ") of "^^^l^ the first part, C. D. of &c. [trustee'] of the second part, E. F. lease, of &c. Gr. H. of &c. and I. K. of &c. \_eommittee of ins2iection'\ of the third part, and the several persons, companies and partnership firms (being creditors of the debtor) whose names and seals are set and affixed in the schedule hereto, or who shall otherwise in writing assent to these presents, and who are hereinafter called " the creditors," of the fourth part. Whereas the debtor being indebted or liable to Recitals. the creditors respectively in divers sums which he is unable at once to pay in full has proposed to convey and assign all his estate (except as hereinafter appears) to the said C. D. as trustee for the creditors, in consideration of the release by the creditors hereinafter contained. And whereas the creditors have agreed that such proposal shall be ac- cepted and carried out by these presents in manner herein- after contained, and the parties hereto of the third part have consented to act as a committee of inspection for the purposes hereinafter appearing, and they are hereinafter referred to as " the committee." NOW THIS IN- Convey- DENTUEE WITNESSETH that in pursuance of the T^XJ^- said agreement and for the considerations aforesaid the ^^^l\^^ debtor as beneficial owner hereby conveys and assigns personal to the said C. D. All the real and personal estate what- ^f^f £; 34 Precedents. Prec. I. soever and wheresoever of or belonging or due or owing holds) to to the debtor (except property of a leasehold tenure, and trustee, except the necessary wearing apparel and bedding of upon trust himself and his family), To have and to hold the said torea e ^^^-j^ ^^^ personal estate unto the said C. D., as to real estate to the use of the said CD. in fee simple, and as to all the premises upon trust that the said C. D., or other the trustee for the time being of these presents (each of whom is hereinafter referred to as "the trustee"), shall as soon as may be, and in such way or manner as to him may seem best, call in, collect and receive the said personal estate, and sell the said real estate and all the saleable part of the said personal estate, with power never- theless for the trustee, in his discretion, to postpone the sale of all or any part of the trust estate, and in the mean- time to manage the same in such manner as he shall think best, and with full power to make any such sale either by public auction, tender, or private contract, or partly in either mode, and subject to such conditions, upon such terms, and generally in such manner as he may think fit ; and as to any policies of insurance, either by way of suiTcnder to the office which granted the same or other- wise ; and as to any property in mortgage, either subject to or discharged from such mortgage, and with power to concur with any mortgagee in any sale thereof, and also with power to buy in the property or any part thereof at any sale by auction, and to alter or rescind any contract for sale and resell without being responsible for any conse- and divide quent loSS. AnD IT IS HEREBY AGREED AND DECLARED ceed^Jess *^^^ ^^® trustee shall stand possessed of the net moneys costs and to arise by such sale or collection as aforesaid upon trust among thcreout in the first place to pay all costs, charges and creditors expenses of and incidental to the investigation of the and pay' affairs of the debtor with a view to this arrangement, and n?a!ll^i to '^^ ^^^ incidental to the preparation of these presents and debtor. procuring the signatures or assents of the creditors thereto, and all rates, taxes, wages and other similar claims (if any) which would be payable in full or in priority in bank- Deed of Conveyance and Assignment hy one Debtor. 35 ruptcy, and subject as aforesaid, and to tlie payment of all Prec. I. costs, expenses and sums of money which may for the time being be incurred or payable in the course of carrying out the trusts, powers and provisions of these presents, upon trust thereout to pay and discharge rateably according to the law of bankruptcy («), and without preference or priority, and by such dividends as the trustee shall think fit, the debts due from the debtor to the creditors, and to pay the surplus (if any) of the said moneys to the debtor, his executors, administrators or assigns. And (h) in further Covenant pursuance of the said agreement and for the considerations \^ debtor ••■ _ o to surren- af oresaid, the debtor hereby covenants with the trustee der copy- that he the debtor and all other necessary parties (if any) trustee will forthwith at the cost of the trust estate surrender into the hands of the lord or lords, lady or ladies, of the several manors of which the same are respectively holclen, accord- ing to the custom thereof respectively, all the heredita- ments of copyhold or customary tenure to which the debtor is now entitled for an estate of inheritance, To the to be held use of the trustee to be holden of the said lord or lords, g^me lady or ladies respectively, according to the custom of such trusts as respective manors, by and under the rents, fines, heriots, estate suits and services due and of right accustomed for the conveyed^ same, but upon and for the same trusts and purposes and subject to the same powers and provisions as are herein declared and contained in reference to the real estate the debtor hereinbefore expressed to be hereby conveyed ; and further, ™^^^'to (a) Having regard to these words, of a covenant to surrender) be hold "according to the law of bank- to bind the debtor to surrender his ruptcy," the trustee should in pay- copyholds; but it would be better ment of dividend bear in mind to have the ordinary covenant. By sections 60 and 61 of the Bank- the interpretation clause of the ruptcy Act. Conveyancing Act, 1881, "convey- {^) This covenant will only be ance" is to mean "covenant to required where the debtor is the surrender," but it seems clear that legal owner of copyholds, as his this is only for the piu-poses of the equitable interest therein will pass Act, and that the Act does not give by the general conveyance of real to the word " convey" in a deed a estate. Probably such general wider meaning than before. See conveyance would (in the absence sect. 7, sub-sect. 5 of the same Act. d2 tion of debts. 36 Precedents. Prec. I. that until tlie said respective copyhold hereditaments hold tlie shall have been surrendered pursuant to the covenants copyholds ]iereinbefore contained, the debtor and his heii's will stand upon trust r, ^ i xi j for the possessed thereof upon trust for the surrender thereoi thSreo?^ pursuant to such covenant, and subject thereto upon the trusts and with and subject to the powers and provisions upon, with and subject to which the same would be held Verifica- if such surrender had been made. Provided always, AND IT IS HEREBY AGREED AND DECLARED, that it shall be lawful for the trustee (if he shall feel a reasonable doubt as to any debt claimed to be due from the debtor to any creditor) to require any such claimant, notwithstanding that he may have executed or assented to these presents, and that the amount or supposed amount of his debt may be inserted in the schedule hereto, to verify the nature and amount of such debt or claim, with full particulars showing the consideration for the same, by statutory declaration. Powers of AnD IT IS HEREBY FURTHER AGREED AND DECLARED that it S*com- s^^ll ^e lawful for the trustee to give time for the payment mittee in of any debt or debts owing to the debtor, and to accept to realiza- payment thereof by instalments, composition or otherwise, *^*?",*^* n and to abandon any debt or debts which he the trustee estate and "^ payment shall consider bad, and also to make such arrangements neratTon" ^^ he may think expedient with any creditor or other to trustee person holding any portion of the trust estate by way of and debtor ^ , ,t ... ,, , -,. and other- mortgage, pledge, or lien, m order to redeem or dis- "*^^®^- charge or transfer such mortgage, pledge, or lien, or to release the equity of redemption thereof, and also out of the trust moneys from time to time to keep down the interest payable in respect of any mortgage or charge upon the trust estate or any part thereof. Provided ALV^^AYS, AND IT IS HEREBY EXPRESSLY AGREED AND DECLARED, that the trustee shall be entitled with the sanction of the committee to employ any person or persons to assist him in winding up the affairs of the debtor, and collecting, realizing and distributing the trust estate under these presents, and to pay out of the trust estate to such person or persons, and also to retain there- Deed of Conveyance and Assignment hy one Debtor, 37 out as a compensation for liis own time and services in Prec I. connection with the trust such a remuneration as the committee shall direct, and to pay thereout to the debtor either weekly or otherwise as subsistence money for himself and his family, or in consideration of his services, if engaged in winding up the estate (which services he shall be bound to render if and as required by the trustee), such a sum as the committee shall from time to time direct. And it is hereby further agreed and de- clared that it shall be lawful for the trustee in his discretion to bring, prosecute, defend, compromise or abandon any action or other proceeding in reference to the trust estate or any part thereof and to settle and adjust all questions and disputes which now exist or may arise in reference to the said estate or any part thereof by arbi- tration, opinion of counsel, certificate of accountant, or by way of special case or agreed statement of facts stated for the opinion of any Court of competent jurisdiction, or in any other mode which may be agreed upon between the trustee and such disputants or disputant, and also out of the trust estate to pay the expense of carrying out and completing any contract or undertaking which the debtor has already entered into and not completed (with full power for the trustee to rescind or put an end to any such contract or imdertaking upon such terms as he shall think fit in case he shall think it for the benefit of the creditors so to do). And for the considerations aforesaid Debtor to the debtor hereby declares that he will stand possessed of hoSJ^n'*"" all leasehold property of or to which he is now possessed trust to or entitled upon trust for the trustee, and to assign and otherAvase dispose of the same in such manner as the trustee shall "^^^j'^^ from time to time direct for the purposes of these presents, trustee and that the net proceeds of every such disposition and '^'■^^*^- the interim income of the said property shall be paid to the trustee and held and appHed by him upon the same trusts as the other trust moneys arising under these i)resent8. And for the considerations aforesaid the Power of debtor hereby appoints the trustee to be his attorney ^^^^''^'^y' 38 Precedents. Prec. I. in his name and on his behalf to execute and sign ~ any deed or document which the trustee may think necessary or expedient for carrying into effect the trusts Kelease of and purposes of these presents. AND THIS INDEN- debts. rpxJEE FURTIIER WITNESSETH that in further pursuance of the said agreement in this behalf and in consideration of the conveyance and assignment herein- before contained the creditors (subject to the proviso next hereinafter contained) do hereby respectively release and discharge the debtor from all debts due from him to the creditors respectively, and from all actions, proceed- Proviso as ings, claims and demands in respect thereof. Provided to STirGt/lGS J_l 2- and secu- ALWAYS, AND IT IS HEREBY AGREED AXD DECLARED, tliat rities. these presents and the release hereinbefore contained shall not in anywise prejudice or affect the rights or remedies of any of the creditors against any surety or sureties, or any person or persons other than the debtor, his heirs, executors or administrators, and that for the sake of conformity alone the debtor, his heirs, executors or administrators may be joined in any actions or other proceedings to be brought, instituted, or taken by any of the creditors against such surety or sureties, or other person or persons, and that these presents shall not pre- judice or affect any security which any of the creditors may have or claim for his debt ; but nevertheless if such security be of such a natui-e that the creditor holding or claiming the same would by the law of bankruptcy be bound to realize the same or deduct the value thereof before proving his debt in bankruptcy, then and in that case such creditor (unless he shall give up his said security) shall be entitled to receive dividends under these presents upon so much only of his said secured debt as may remain after such security shall have been realized, or after credit shall have been given for the full value thereof, such value to be agreed upon between such secured creditor and the trustee, or in case of dispute to be ascertained by two impartial valuers (one to be chosen by such secured creditor and the other by the trustee), or by an umpire to be Deed of Conveyance and Assignment hy one Debtor. 39 named by such valuers before proceeding to the valuation. Prec. I. Provided always, and it ts hereby further agreed Power to AND declared, that if the said C. D. or any trustee to be ^^^^J^^g. appointed, as hereinafter provided, shall die or go to reside tees abroad, or desii^e to be discharged from, or refuse, or become incapable or unfit to act in the execution of the trusts, or if it shall be desii'ed to appoint an additional trustee, then and in every such case it shall be lawful for the com- mittee, by any deed (c) under their hands, to appoint a new trustee, or (as the case may be) an additional trustee in the place of the trustee so dying or going to reside abroad, or desiring to be discharged from or refusing, or becoming incapable of acting or unfit to act as aforesaid, or (as the case may be) in addition to the acting trustee ; And every such new trustee shall and may act in the execution of the trusts and powers of these presents as fully and effectually as if he had been hereby constituted a trustee. And it is hereby further agreed and andcaU ■11 ,. meetings DECLARED that the trustee may at any time call a meeting of credi- of the creditors by cii'cular letter, stating the time, place ^o^^' and object of the meeting, and sent by post or otherwise to the last-known place of abode or business in England of such creditors respectively, or their respective agents, in time to give to such creditors or agents seven clear days' notice of such meeting, and any resolution passed at such meeting in reference to any subject mentioned in the circular by a majority in number representing three-fourths in value of the creditors present or represented at the meeting-, shall bind all the parties to these presents. And and re- '=" -^ xi i. move a it is hereby EXPRESSLY AGREED AND DECLARED mat a j^ugtee, majority in number representing three-fourths in value of the creditors present or represented at any meeting called for the purpose by one-sixth in value of the creditors, by such circular letter as aforesaid, may by resolution {c) The appointment of a new have the benefit of sect. 34 of the trustee should be by deed, so as to Conveyancing Act, 1881. 40 Precedents. Prec. I. and ajp- point new members of com- mittee, and settle ■with dis- sentient creditors. remove {d) any trustee of these presents from office for any cause "which may seem to them sufficient, and may by deed executed at or after such meeting appoint a new trustee in substitution for such removed trustee, and the costs of and incidental to such meeting and appointment shall be paid out of the trust estate. Axd it is hereby agreed AND DECLARED that the acts of the majority of the com- mittee shall for all purposes of these presents, except where it is otherwise provided, be deemed to be the acts of the whole, and that if any of them shall die or go to reside abroad, or desire to be discharged, or refuse, or become in- capable or unfit to act as a member of the committee, then it shall be lawful for a majority in number representing three-fourths in value of the creditors, whose respective debts amount to 10/. or upwards, by any writing, to appoint one of the creditors to act as a member of the committee, who shall thereupon occupy the same position and have the same powers as if he had originally been one of the committee. And it is hereby lastly agreed and DECLARED that if the trustee and the committee shall unanimously be of opinion and certify that it is expedient to pay in full or otherwise than by dividends under these presents any creditor or creditors who shall decline to execute or assent to these presents, the trustee shall pay or settle with such creditor or creditors in accordance with such certificate {c). In witness, &c. Schedule of Creditors. [d) It will sometimes happen that the debtor has assigned the estate to a trustee who is not acceptable to the creditors, in which case they onght to be able to substitute their own nominee . Or they may (tlu'ough the committee) appoint a trustee to act with the debtor's nominee. {e) In the absence of such a clause as this, the trustee could not settle with a dissentient creditor, however desirable it might be to do so. On the other hand, the presence of the clause might induce creditors to remain outside the deed in hopes of full payment. Upon the whole, the lesser evil seems to be to leave it to the judgment of the trustee and committee of credi- tors to decide whether to settle with dissentient creditors or take the risk of their hostility. Deed of Conveyance and Assignment hy one Deb tor. 4 1 II. Deed of Conveyance and Assignment hy one Debtor for Convey- benefit of his Creditors in consideration of Covenants by ^^^^ J J ./J assign- the Creditors not to sue, and of Release on Certificate of meut in Trustee and Committee of Creditors. creditors with cove- THIS INDENTURE made the day of , naut not Between A. B. of &c. (hereinafter called the "debtor") *" '''^• of the first part, C. D. of &c. [trustee'] of the second part, E. F. of &c. Gr. H. of &c. and I. K. of &c. [committee of inspection'] of the third part, and the several persons, com- panies and partnership firms (being creditors of the debtor) whose names and seals are set and affixed in the schedule hereto, or who shall otherwise in writing assent to these presents, and who are hereinafter called " the creditors," of the fourth part. Whereas the debtor, being indebted Eecitals. or liable to the creditors respectively in divers sums which he is unable at once to pay in full, has proposed to convey all his estate (except as hereinafter appears) to the said C. D. as trustee for the creditors, in consideration of the covenants by the creditors hereinafter contained. And WHEREAS the creditors have agreed that such proposal shall be accepted and carried out by these presents in manner hereinafter contained, and the parties hereto of the third part have consented to act as a committee of inspection for the purposes hereinafter appearing, and they are hereinafter referred to as " the committee." NOW Convey- THIS INDENTURE WITNESSETH that, in pur- ^^^^]^ suance of the said agreement and for the considerations ment of aforesaid the debtor, as beneficial owner, hereby conveys personal and assigns to the said 0. D. All the real and personal estate (ex- estate whatsoever and wheresoever of or belongmg or duo holds) to or owing to the debtor (except property of a leasehold trustee, tenure, and except the necessary wearing apparel and bedding of himself and his family). To hwe and to hold the said real and personal estate unto the said C. D., as to real estate to the use of the said C. D. in foe simple, and 42 Precedents. Prec. II. as to all tlie premises, upon trust that the said C. D. or other the trustee for the time being of these presents (each of whom is hereinafter referred to as " the trustee ") upon trust shall as soon as may be, and in such way or manner as to him may seem best, call in, collect and receive the said personal estate, and sell the said real estate and all the saleable part of the said personal estate, with power, nevertheless, for the trustee in his discretion to postpone the sale of all or any part of the trust estate, and in the meantime to manage the same in such manner as he shall think best, and with full power to make any such sale, either by public auction, tender, or private contract, or partly in either mode, and subject to such conditions, upon such terms and generally in such manner as he may think fit, and as to any policies of insurance either by way of surrender to the office which granted the same or other- wise, and as to any property in mortgage either subject to or discharged from such mortgage, and with power to concur with any mortgagee in any sale thereof, and also with power to buy in the property or any part thereof at any sale by auction, and to alter or rescind any contract for sale and resell without being responsible for any conse- and divide queut loSS. AnD IT IS HEREBY AGREED AND DECLARED that proceeds ^]^q trustee shall stand possessed of the net moneys to arise (less costs 11 • p . and ex- by such sale or collection as aforesaid, upon trust thereout, amon^ in the first place, to pay all costs, charges and expenses creditors of and incidental to the investigation of the aifairs of and pay the debtor with a view to this arrangement, and of and surplus (if incidental to the preparation of these presents and pro- debtor, curing the signatures or assents of the creditors thereto, and all rates, taxes, wages and other similar claims (if any) which would be payable in full or in priority in bankruptcy, and subject as aforesaid, and to the payment of all costs, ex- penses and sums of money which may for the time being be incurred or payable in the course of carrying out the trusts and provisions of these presents, upon trust thereout to pay and discharge rateably according to the law of bankruptcy, and without preference or priority, and by Deed of Conveyance mid Assignment hij one Debtor. 43 sueli dividends as the trustee shall thiuk fit, the debts due Free. il. from the debtor to the creditors, and to pay the surplus (if any) of the said moneys to the debtor, his executors, administrators or assigns.* Provided always, and it is HEREHY AGREED AND DECLARED, that it shall be lawful for the trustee (if he shall feel a reasonable doubt as to any debt claimed to be due from the debtor to any creditor) to Verifica- require any such claimant, notwithstanding that he may debts, have executed or assented to these presents, and that the amount or supposed amount of his debt may be inserted in the schedule hereto, to verify the nature and amount of such debt or claim with full particulars showing the con- sideration for the same by statutory declaration. \_Power to compromise debts due to debtor — arrange with mortgagees — emjiloy debtor and assistants — bring or defend actions — settle disputes, 4'c., as in Precedent /.] And for the considerations P'!^^^^ *° aforesaid the debtor hereby declares that he will stand pos- toldsupon sessed of aU leasehold property of or to which he is now ^^^f^ **^ r X ^ ^ assign possessed or entitled upon trust for the trustee, and to assign same as and dispose of the same in such manner as the trustee shall directs. from time to time direct for the purposes of these presents, and that the net proceeds of every such disposition and the interim income of the said property shall be paid to the trustee, and held and applied by him on the same trusts as the other trust moneys arising under these pre- sents. And for the considerations aforesaid the debtor hereby appoints the trustee to be his attorney, in his name and on his behalf to execute and sign any deed or docu- ment which the trustee may think necessary or expedient for carrying into eifect the trusts and purposes of these' presents. AND THIS INDENTUEE FURTHER g^^* WITNESSETH that in further pursuance of the said tors not to agreement in this behalf, and in consideration of the con- their debts veyance and assignment hereinbefore contained, the credi- while deed tors hereby respectively covenant with the debtor that they the creditors respectively will not, so long as these * Insert here covenant to sui-render copyholds if required (sec page 35). mittee. 44 Frecedents. Prec. II. presents shall remain in force, sue, arrest, attacli or molest the debtor or his estate for or on account of their respec- tive debts, and that these presents may he pleaded or given in evidence as a defence and answer to any action or other proceeding which may he brought, instituted or taken by or on behalf of any of the creditors against the debtor or Debtor to his estate in breach of this covenant ; and further, that if on^certi- ^^® trustee and the committee shall certify (as they shall ficate of jje at liberty to do at any time hereafter) that the debtor trustee i/ «/ / and com- Ought in their opinion to be discharged from the debts due to the creditors, then immediately upon such certificate being given the debtor shall be absolutely released and discharged from the said debts due from him to the cre- ditors respectively, and these presents may accordingly thereafter be pleaded or given in evidence as a defence and answer to any action or other proceeding which the credi- tors respectively shall have at any time theretofore brought, instituted or taken, or might at any time thereafter bring, institute or take against the debtor or his estate for or on account of such respective debts. \Frovim as to sureties and securities — power to appoint neio trustees — call meetings — remove trustee — appoint new committee-men and settle with dissentient creditors, as in Precedent /.] In witness, &c. Schedule of Creditors. Deed of Conveyance and Assignment by Partners. 45 III. Deed of Conveyance and Assignment hy Partners for the Convey- hene-ftt of their Creditors. ^^'^.^ '^^"^ assign- THIS INDENTURE made the day of , pTtnJr^ Between A. B., C. D. and E. F., all of &c., trading in ^edXr?' partnership under the style or firm of A. B. & Co., herein- after called " ihQ debtors," of the first part, G-. H. of &c. I. K. of &c. and L. M. of &c. [trustees'] of the second part, N. 0. of &c. P. Q,. of &c. and R. S. of &c. [committee of insj)ecfio)i~\ of the third part, and the several persons, companies and partnership firms (being creditors of the debtors, or of some or one of them) whose names and seals are set and affixed in the schedule hereto, or who shall otherwise in writing assent to these presents, and who are hereinafter called " the creditors," of the fomih part. Whereas the debtors or some or one of them being Recitals. indebted to the creditors respectively in divers sums which cannot at once be paid in full have proposed to convey all their and each of their real and personal estate (except as hereinafter mentioned) to the said parties hereto of the second part, as trustees for all the creditors, in consideration of the covenants on the part of the creditors hereinafter contained. And whereas the creditors have agreed that such proposal shall be accepted and carried out by these presents in manner hereinafter appearing, and the parties hereto of the third part have agreed to act as a committee of inspection for the pui'poses herein- after mentioned, and they are hereinafter referred to as " the committee." NOW THIS INDENTURE WIT- Convej- NESSETH that in pursuance of the said agreement assig-u- and for the considerations aforesaid the debtors and each of "^®"* ^{ real and them as beneficial owners or beneficial owner do or doth personal hereby convey and assign unto the said [trustees'] their rbotlu'oint heirs, executors, administrators and assigns (according to ai"^ «cpa- the nature and tenure thereof), All the real and personal copt loaso- estate of or to which the debtors or any of them are or 'I'^^'V*' *« 46 Precedents. Prec.iii. is seised, possessed or entitled (except property of lease- hold tenure, and except the necessary wearing apparel and bedding of the debtors respectively, and their respec- tive families), To have and to hold the same premises unto the said [trustees']^ as to the real estate to the use of the said [trustees] in fee simple, and as to all the pre- upon trust niises. Upon trust that the said [trustees'] or other the trustees or trustee for the time being of these presents (all and each of whom are and is hereinafter referred to " as the trustees or trustee ") shall, as soon as may be, and in such way or manner as to them or him may seem best, call in, collect and receive the said personal estate, effects and premises, and sell the said real estate and all the saleable part of the said personal estate, with power nevertheless for the trustees or trustee in their or his discretion to postpone the sale of all or any part of the said premises, and in the meantime to manage the same in such way as they or he shall think best, and to make any such sale either by public auction or private contract, or partly in either mode, and subject to such conditions, upon such terms, and generally in such manner as they or he may think fit ; and as to any policy of insurance either by way of surrender to the office which granted the same or otherwise ; and as to any property in mortgage either subject to or discharged from such mortgage, and with power to concur with any mortgagee in any sale thereof, and also with power to buy in the property or any part thereof at any sale by auction, and to alter or rescind any contract for sale and re- sell without being responsible for any consequent loss. and divide AnD IT IS HEREBY AGfREED AND DECLARED that the ceed^^ess trustees or trustee shall stand possessed of the net moneys costs and ^q ^riso by any of the ways or means aforesaid. Upon expense ^^^^^^ thereout in the first place to pay all costs, charges and expenses of and incidental to the investi- gation of the affairs of the debtors with a view to this arrangement, and of and incidental to the preparation of these presents and procuring the signatures or assents of Deed of Conveyance and Assignment hy Partners. 47 the creditors thereto, and all rates, taxes, wages, and other Prec. III. similar claims (if any) which would be payable in full or in priority in bankruptcy ; and in the second place to pay all costs, charges, expenses and sums of money of and incidental to or payable in the course of carrying out the trusts and provisions of these presents ; and in the third among place to pay rateably according to the law of bankruptcy, rateably, and without preference or priority, and by such dividends ^^"^ P^y as the trustees or trustee shall think fit, the debts due any to the from the debtors or any of them to the creditors re- 'l^^btors •^ _ respec- spectively, and to pay the surplus (if any) of the said tively _ moneys to the debtors respectively according to their \q ^^eir ° respective rights and interests. Provided always, and rights IT IS HEREBY AGREED AND DECLAKED that it shall be Po^ers of lawful for the trustees or trustee, if they or he shall feel trustees in reasonable doubt as to any debt claimed to be due from toreaUza- the debtors or any of them to any of the creditors (not- *g°(.^^°* withstanding that such claimant may have executed or verifica- assented to these presents, and that the amount or supposed jXts^and amount of his or their debt may be inserted in the schedule otherwise, hereto), to require such claimant to verify the nature and amount of his debt or claim, with full particulars showing the consideration for the same, by statutory declaration. And it is hereby further agreed and declared that it shall be lawful for the trustees or trustee to give time for the payment of any debt owing to the debtors, or any of them, and to accept payment thereof by instalments, composition or otherwise, and to abandon any debt which they or he the trustees or trustee shall consider bad, and also to make such arrangements as they or he may think expedient with any creditor or other person holding any portion of the trust estate by way of mortgage, pledge or lien, in order to redeem or discharge, or transfer such , mortgage, pledge or lien, or to release the equity of re- demption thereof \_power to pay interest on mortgages as in Precedent /.]. And it is hereby further agreed and Power to declared that the trustees or trustee shall bo entitled ^'^f°J^^ with the sanction of the committee to employ any person assistants in winding 48 Precedents. Prec. III. or persons to assist them or him in winding up the affairs up, and to of the dehtors, and collecting, realizing and distributing pay allow- ^j^g ^j,^g^ estate under these presents, and to pay out of ance to -*■ ^ debtors the trust estate to such person or persons, and also to neratfonto i"etain thcrcout as a compensation for their or his own trustees, time and services in connection with the trusts, such a remuneration as the committee shall direct, and to pay thereout to the dehtors or any of them, either weekly or otherwise, as subsistence money, for themselves and their respective families, or in consideration of their services if engaged in winding up the estate, such a sum as the com- Same rules mittce shall from time to time direct. And it is hereby and rights j-^pj^^SSLY AGREED AND DECLARED that iu the admiuistra- XO T)l G^ 3*1-L as in cases tion and distribution of the joint and separate estates of nistration the debtors under these presents, the trustees or trustee of joint q]iqX\ follow, and the creditors and the debtors shall, so rate far as circumstances admit, have the benefit of and be bound bank-^ ^^ ^y ^li® rules, rights and equities which govern or prevail in ruptcy. the administration of joint and separate estates in bank- Powers of ruptcy. And it is hereby further agreed and declared ^""^it^tl that it shall be lawful for the trustees or trustee in their tions and or his discretion to bring, prosecute, defend, compromise ^P^^ ^^' or abandon any action or other proceeding in reference to the trust estate or any part thereof, and to settle and adjust all questions and disputes which now exist or may arise in reference to the estate or any part thereof by arbitration, opinion of counsel, certificate of accountant, or by way of special case or agreed statement of facts stated for the opinion of any Court of competent jm-isdiction, or in any other mode which may be agreed upon between the trustees or trustee and such disputants or disputant ; and as and also out of the trust estate to pay the expense of **ieti^'or carrying out and completing any contract or undertaking rescinding which the debtors have already entered into and not contracts, ^^j^p^g^gj^ ^^th full power for the trustees or trustee to rescind or put an end to any such contract or under- taking upon such terms as they or he shall think fit, in case they or he shall think it for the benefit of the Deed of Conveyance and Assignment hj Partners. 49 creditors so to do. And for the considerations aforesaid Free. III. the debtors hereby jointl^^ declare, and each of them Debtors to hereby separately declares that they and each of them will |io|d lease- stand possessed of all leasehold property of or to which trust to they or any of them are or is now possessed or entitled deaf^Jith upon trust for the trustees or trustee, and to assign and same as dispose of the same in such manner as the trustees or direct, trustee shall from time to time direct for the pm'poses of these presents, and that the net proceeds of every such disposition, and the interim income of the said property shall be paid to the trustees or trustee, and held and applied by them or him upon the same trusts as the other trust moneys arising under these presents. And Power of for the considerations aforesaid the debtors hereby jointly ^*™^'^^y- appoint, and each of them hereby separately appoints the trustees or trustee to be the attorneys and attorney of the debtors and each of them in their and each of theu' names or name, and on their and each of their behalf, to execute and sign any deed or document which the trustees or trustee may think necessary or expedient for carrying into effect the trusts and purposes of these presents or any of them. AND THIS INDENTURE Covenant WITNESSETH that in further pursuance of the said tOTs^^not to agreement in this behalf, and in consideration of the con- sue while -11 T IT deed m veyance hereinbefore contained, the creditors hereby respec- force, tively covenant with the debtors and each of them that they the creditors respectively will not so long as these presents shall remain in force sue, arrest, attach or molest the debtors or any of them, or their or any of their estates, for or on account of the debts due to the creditors respec- tively from the debtors or any of them ; and that these presents may be pleaded or given in evidence as a defence and answer to any action or other proceeding whicli may be brought, instituted or taken by or on behalf of any of the creditors against the debtors or any of them, or their or any of their estates in breach of this covenant ; And Debtors to ruRTiiEK, that if the trustees or trustee and the committee on certifi- shall certify (as they shall be at liberty to do at any time cato of L. E 50 Precedents. Prec. III. trustees and com- mittee. HesGi'va- tion of rights of creditors agaiast sureties and in respect of securities. liereafter) that the debtors or any of them, either as a firm or as individuals, ought in their opinion to be dis- charged (/) from the debts due to the creditors from the debtors, either jointly or separately, then immediately upon such certificate being given, the debtors and each or any of them (according to the terms of the certifi- cate) shall be absolutely released and discharged from the debts due from them or him to the creditors respec- tively ; and these presents may accordingly thereafter be pleaded or given in evidence as a defence and answer to any action or other proceeding which the creditors respectively shall have at any time theretofore brought, instituted or taken, or might at any time thereafter bring, institute, or take, against the debtors or any of them, or their or any of their estates, for or on account of such respective debts. Pkovided always, AND IT is HEREBY AGREED AND DECLARED, that theSC presents shall not in anywise prejudice or affect the rights or remedies of any of the creditors against any surety or sureties, or any person or persons other than the debtors or their respective heirs, executors or administrators,. And that for the sake of conformity alone the debtors or any of them may be joined in any actions or other proceed- ings to be brought, instituted, or taken by any of the creditors against such surety or sureties, or other person or persons, and that these presents shall not prejudice or affect any security which any of the creditors may have or claim for his debt, but nevertheless, if such secu- rity be of such a nature that the creditor holding or claim- ing the same would, by the law of bankruptcy, be bound to realise the same or deduct the value thereof before proving his debt in bankruptcy against the estate from or upon which the security is held{r/), then and in that case such (/) There seems no reason why, in a case of Joint and sei^arate ad- ministrations under a deed, there should not be distinct releases. See Meggy v. Imperial Discount Compang, 26 W. E. 342. ((/) This clause draw^ attention to the rule in bankruptcy that a creditor of a firm may prove his ■whole debt against the joint estate ■without giving credit for the value of any secmity "which he holds upon the separate estate of any partner ; and conversely a separate creditor Deed of Conveyance and Assigmnent ly Partners. 51 creditor (unless he shall give up his said security) shall be Prec. III. entitled to receive dividends under these presents out of such estate upon so much only of his said secured debt as may remain after such security shall have been realised, or after credit shall have been given for the full value thereof, such value to be agreed upon between such secured creditor and the trustees or trustee, or in case of dispute to be ascertained by two impartial valuers (one to be chosen by such secured creditor and the other by the trustees or trustee), or by an umpire to be named by such valuers before proceeding to the valuation. \_Poicer to ap2ooint new trustees, as in Precedent J.] And it is hereby further Power to AGREED AND DECLARED that the trustees or trustee may at ?^JJg™f ^'^' any time call a meeting of the creditors by circular letter creditors. stating the time, place and object of the meeting, and sent by post or otherwise to the last-known place of abode or business in England of such creditors respectively, or their respective agents, in time to give to such creditors or agents seven clear days' notice of such meeting, and any resolu- tion passed at such meeting in reference to any subject mentioned in the circular by a majority in number representing three-fourths in value of the creditors present or represented at the meeting (provided that such resolu- tion do not contravene the law of bankruptcy, or any rule for the time being in force thereunder (h)), shall bind all the parties to these presents. [Potcer to remove trustee, apj^oint new committee-men, and settle with dissentient creditors, as in Precedent J.] In avitness, &c. SCHEDULE. Part 1. — Joint Creditors. „ 2. — Separate Creditors of A. B. „ 3. — Separate Creditors of C. D. „ 4. — Separate Creditors of E. F. of any partner may prove against to prevent the possibility that the the separate estate of such partner joint creditors (who will generally as an unsecured creditor, although predoiuinatc at the meeting) may holding security on the joint estate. ]mss a resolution prejudicial to the (A) The object of these words is separate creditors. V ^ 52 Pre'cedents. Assi.afn- ment by one debtor for benefit of his creditors. IV. Deed of Assignment of Personal Estate by one Debtor for Benefit of //is Creditors. [A short form.) — day of , Assign- ment of personal estate to trustee, upon trust to collect and realise, and after payment of costs and j)re- ferential claims. to divide net pro- ceeds among the creditors rateably. and pay surplus (if any) to tlie debtor. THIS INDENTURE made the — Between A. B. of &c. (hereinafter called "the debtor") of the first part, C. D. of &c. of the second part, and the several persons, companies, and partnership firms (being- creditors of the debtor) whose names and seals are set and affixed in the schedule hereto, or who shall otherwise in writing assent to these presents (hereinafter called " the creditors") of the third part WITNESSETH that in consideration of the release on the part of the creditors hereinafter contained the debtor, as beneficial owner, hereby assigns unto the said C. D. All the personal estate of or belonging or due to the debtor (except the necessary wearing apparel and bedding of himself and his family). To HOLD the same unto the said C. D. (hereinafter re- ferred to as " the trustee ") upon trust as soon as con- veniently may be to collect, get in, and sell the same, and out of the net moneys to arise thereby in the first place to pay all costs, charges, and expenses of and incidental to the investigation of the affairs of the debtor with a view to this arrangement, and of and incidental to the prepara- tion of these presents and procuring the signatures or assents of the creditors thereto, and all rates, taxes, wages, and other similar claims (if any) which woidd be payable in full or in priority in bankruptcy, and subject as afore- said, and to the payment of all costs, expenses, and sums of money which may for the time being be incurred or payable in the course of the carrying out the trusts and provisions of these presents, Upon ■ trust to pay and dis- charge rateably according to the law of bankruptcy and without preference or priority and by such dividends as the trustee shall think fit, the debts due from the debtor to the creditors, and to pay the surplus (if any) of the said moneys to the debtor, his executors, administrators, or Deed of Assignment of Personal Estate. 53 assigns. Provided always, and it is hereby agreed and Prec. iv, DECLARED, that it shall be lawful for the trustee (if he shall Trustee feel a reasonable doubt as to any debt claimed to be due ™^^J^^' from the debtor to any creditor) to require any such verifica- claimant, notwithstanding that he may have executed or ^l^^^^ assented to these presents and that the amount or supposed claimed by cr6clitorfc> amount of his debt may be inserted in the schedule hereto, to verify the nature and amount of such debt or claim, with full particulars showing the consideration for the same, by statutory declaration. And it is hereby and may FURTHER agreed AND DECLARED that it shall be lawful f^ji- pay- f or the trustee to give time for the payment of any debt ™e^°^ o*^^ or debts owing to the debtor, and to accept payment to estate, thereof by instalments, composition, or otherwise, and to abandon any debt or debts which he the trustee shall consider bad, and also to make such arrangements as he and may ,., ,, arrange may think expedient with any creditor or other person ^ithmort- holding any portion of the trust estate by way of mortgage, S'agees, pledge, or lien, in order to redeem or discharge or transfer such mortgage, pledge, or lien, or to release the equity of redemption thereof, and also in his discretion to employ any person or persons to assist him in winding up the affairs of the debtor, and collecting, realizing and dis- tributing the trust estate under these presents, and to pay aiid pay " , , allowauce out of the trust estate to such person or persons such salary orremnne- or remuneration as he shall think fit, and to pay thereout ^f^'JIj;.^",,,^ to the debtor, either weekly or otherwise, as subsistence others om- money for himself and family, or in consideration of his ser- (^iuding- vices if engaged in winding up the estate, such a sum (not up. exceeding £ per week) as the trustee shall from time to time think fit. [And {l} it is hereby further agreed Trustee AND DECLARED that the Said C. D. or any future trustee who ^cSS"^ may be an accountant, shall be entitled from time to time ant may .,0,1 -111 te paid for to be paid or retain out of the moneys m hand such sum or services. sums by way of reasonable remuneration for any services rendered by him as an accountant in reference to the trust estate as according to the custom of the profession of public (i) Tliis clause must not Lc used except where the trustee is an ac- countant. 54 Precedents. Prec. IV. accountants he would have been entitled to he paid had he Power of not been a trustee.] And it is hereby fitrther agreed tJ^actions AND DECLARED that it shall be kwful for the trustee in anddis- }iig discretion to bring, prosecute, defend, compromise or ^^ ^^' abandon any action or other proceeding in reference to the trust estate or any part thereof, and to settle and adjust all questions and disputes which now exist or may arise in reference to the said estate or any part thereof by arbitra- tion or in any other mode which may be agreed upon Power of between the trustee and such disputants or disputant. And attorney. ^^^ ^-^^ considerations aforesaid, the debtor hereby appoints the trustee to be his attorney in his name and on his behalf to execute and sign any deed or document which the trustee may think necessary or expedient for carrying into effect the trusts and purposes of these presents. AND Release of THIS INDENTURE FURTHEE WITNESSETH ^ *^* that in consideration of the assignment hereinbefore con- tained, the creditors do hereby respectively release and discharge the debtor from all debts due from him to the creditors respectively and from all actions, proceedings, claims and demands in respect thereof. [Proviso as to sureties and securities ; jwicer to call meetings of creditors ; poicer to apjmnt new trustees or an additional trustee, and Power to remove trustee (/ ) .] And it is hereby lastly agreed and dSslntkS t>eclared that if the trustee and anyone or more of the creditors, creditors whose debt or debts represents or represent at least one-sixth part of the entire indebtedness of the debtor shall be of opinion and certify that it is expedient to pay in full or othermse than by dividends under these presents any creditor or creditors who shall decline to execute or assent to these presents, the trustee shall pay or settle with such creditor or creditors in accordance with such certificate. In avitness, &c. Schedule. (j) See Precedent I. ; but there ciseable by " a majority in number being no committee, the power to representing three -fourths ia value ai)point ncAv trustees or an addi- of the creditors whose respective tional trustee, should be made exer- debts amount to 10/. or upwai-ds." Deed of Inspectorshp hij Partners. 55 V. Beed o/ Inspectorship hetween Partners rnul their Joinf Beedo? and separate Creditors ichere the Bmincss is to be ship whei-e carried on. ' tlie busi- ness of the THIS INDENTUEE made the day of , debtors is Between A. B. and C. D. botli of merchants and ^.^^^ q^[_ ' co-partners (hereinafter called " the debtors ") of the first part, E. F. of &c., Gr. H. of &c., and I. K. of &c. [_/)hS2}cctors'] of the second part, and the several persons, companies and partnership firms (being creditors of the debtors or of one of them) whose names and seals are set and affixed in the schedule hereto, or who shall otherwise in writing assent to these presents, and who are hereinafter called "the creditors," of the third part. Whereas Eecitals. the debtors have for some time past carried on the trade or business of merchants at— —in partnership, under the style or firm of , and having in the course of such business and otherwise become indebted in divers sum.s which cannot at once be paid in full, they have proposed to provide for the gradual liquidation of their debts as far as possible by the carrying on (/.•) of their said business and the collection and realization of their joint and separate estates under the inspection and control of the parties hereto of the second pa»t''(who and the sur- vivors and survivor of them, and the inspectors orjnspector for the time being acting under these presents, are and is hereinafter called "the inspectors or inspector"). And WHEREAS the creditors have agreed to accept the said, proposal: NOW THIS INDENTUEE WITNESSETH that in pursuance of the said agreement and in considera- tion of the covenants and agreements hereinafter contained and on the part of the debtors and each of them to be observed and performed, The creditors by these presents Letter of respectively grant unto the debtors and each of them free creditors^ ■ (/i) If the business is not to be uii" should bo substituted for carried on except for purposes of " carrying on." winding up, the words " winding 5Q Precedents. Prec. V. and absolute liberty and licence henceforth to manage and to debtors carrj on (/) t3i©ir'said business, and to collect, get in, realize toctiriy ^^^ dispose of all the real and personal estate of or to business, -which^tlieyor either of them are or is now seised, possessed or entitled under the insi^ection, and subject to the approba- tion, direction and control of the inspectors or inspector (m) until the said debts shall have been fully paid, or until the debtorSli shall have obtained their^ release under these pre- sents, or until these presents shall become void by virtue of andcredi- the provisions hereinafter in that behalf contained. And *°^^in°the° ^^ further pursuance of the said agreement and for the meantime, considerations aforesaid, the creditors hereby respectively covenant with the debtors and each of them that they the creditors respectively will not during the continuance of the said letter of licence sue, attach, impede, or molest the debtors or either of them, their or either of their heirs, exe- cutors or administrators, estate or effects, for or in respect of any debt or demand provable or claimable under these presents ; and that these presents may be pleaded or given in evidence as a defence and answer to any action or other pro- ceeding which may be brought, instituted or taken by or on behalf of any of the creditors against the debtor! or either ef them, or their or either of their estate in breach of this covenant. AND THIS INDENTURE FUETHER WITNESSETH that in further pursuance of the said agree- ment and in consideration of the letter of licence herein- before contained and of the covenants on the part of the Covenants creditors herein contained the debtor^ hereby jointly and by debtors geverallv covenant", with the inspectors or inspector, and to make -^ \ • i i t • i np ac- also (as a separate covenant) with the creditors respectively, counts of rpj^^^ ^g^'the debtor^ aad each of them will, when re- assets and qnested so to do by the inspectors or inspector, draw out debts, (1) Substitute the words "-wind these presents, unless in the mean- up " if required. time the said debts shall have [III) If a definite time is fixed, been fully j)aid, or the debtors the remainder of this covenant will shall have obtained their release run thus : " For the period of under these presents, or these pre- calendar months from the date of sents shall become void," &c. Deed of Inspectorship hj Partners. 57 and state just, true and exact accounts in wiiting of all Free. V. their partnership and separate debts and credits, liabilities, claims, contracts and engagements, and generally of all their and- each of their estates and effects, and of the several charges, outgoings, liens and incumbrances upon or affecting the same respectively, and will balance the said accounts and deliver the same signed by them- or such of them as shall be recpiired by the inspectors or inspector so to do uiito the inspectors or inspector ; And and to will at all times hereafter during the continuance of. this +{!"•*' v^.j inspectorship use and exert their- and each- of-- their best ness and and utmost endeavom-s, imder and subject to the directions, ^^gi/ control and advice of the inspectors or inspector, to con- estate duct, manage and carry on -^or wind up] the said trade trolofthc or business, and to collect, get in, realise and dispose of ^'^pectors, all the real and persgnal estate of or to which they or either of them are or is now seised, possessed or entitled (hereinafter called "the said estate"), with a view to the payment of the creditors ; And will for the purposes afore- said, or any of them, and at the expense of the estate affected thereby, bring, institute, take, adopt, defend, compromise or abandon all such actions, proceedings or measures, and execute and sign all such deeds and docu- ments as the inspectors or inspector may require ; and, moreover, that they the debtors respectively will not at any time during the continuance of this inspectorship dispose of, pledge or incumber the said estate or any part thereof without the consent in writing of the insj^ectors or in-, speotor, or give credit to any person whom the inspectors or inspector shall have forbidden them to trust, nor will- either of them wilfully do or suffer to be done any act or deed by means whereof any of their creditors may obtain any undue preference or advantage over any other or others ^^^^ ^^eep of them : And further, that they the debtor^ or such of books of them as shall be required by the inspectors or inspector so 'Account to . . . . show con- to do will from time to time during the continuance of this dition of inspectorship keep proper books of account relating to the and pro*- said trade or business and the said estates, and therein ^ressof make or cause to be made true and proper entries of all tion, 58 Precedents. Prec. V. and allow inspectors to examine books and voucliers. Power for inspectors to employ •assistants in busi- and pay salaries to them and allowance to debtors. their and eacli of their receipts and payments, and of all other such transactions and matters, with such particulars and details as shall be requisite and proper for shewing from time to time the dealings with and the condition and prospects of the said trade or business and the said estate, and the progress which shall have been made in liquida- tion of their debts, and will carefully preserve all vouchers relating to such trade, business or estate or any part thereof : Axd will permit the inspectors or inspector or any person authorized by them er him in writing for the purpose at all reasonable times to inspect and examine the said books of account and all other books, papers, vouchers or writings in the custody or power of the debtors, er either of them, relating to the said trade or business or the said estate or any part thereof : And will not during the continuance of this inspeetorshiji either alone or in conjunction with any other person or persons become engaged in or undertake any new trade or busi- ness, or become bound for or be bail or security for any person or persons, or revoke the power of attorney herein- after contained, or do or execute or be party or privy to any act or deed by means whereof the objects of these presents shall or may be hindered or obstructed. And it is hereby agreed and declared that it shall be lawful for the inspectors or inspector to employ or authorize the employment of any person or persons to assist in the carrying on R»^ winding up] of the said busi- ness, or the collection, realisation and Hquidation hereby contemplated, and to pay out of the said estate to. any such person or persons as wages or salary, and also to the debtors respectively, as a remuneration for services ren- dered, or for subsistence money for themselves and their families, such sums of money as the inspectors or inspector shall from time to time think fit. [And (;^) it is hereby FURTHER agreed AND DECLARED that any inspector who may be an accountant shall be entitled from time to time («) This clause must not be used except where an accountant is an inspector. Deed of Inspectorship hj Partners, 59 to be paid, or retain out of the moneys in liand, such sum Prec v. or sums by way of reasonable remuneration for any ser- vices rendered by him as an accountant in reference to the trust estate as according to the custom of the profession of public accountants he would have been entitled to be paid had he not been an inspector.] And it is hereby agreed Allmbneys AND declared that all the moneys which shall come to the Jin^^r^thc hands or under the control of the inspectors ©r-inspeetor inspection in the course of the inspection, shall be applied by or under pUed in " the direction of the insi^ectors or inspector in the first place Payment of costs in payment of the costs and expenses of and incidental to and pre- the investigation of the affairs of the debtors with a view ckims^^^ to this arrangement, and of and incidental to the prepara- tion of these presents, and procuring the signatures or assents of the creditors thereto, and all rates, taxes, wages and other similar claims (if any) which would be payable in full or in priority in bankruptcy, and subject as aforesaid, and to the payment of all costs, charges, expenses and sums of money which may for the time being be incurred or payable in carrying out any of the powers and provisions of these presents, in or towards and sub- payment, rateably and without preference or priority, i^ct there- of all the debts due from the debtors or either of them to towards the creditors, and if there shall be any surplus of the said payment moneys the same sm-plus shall belong to the debtors re- "^ *^® yi^^^ Rnftnfivfilv. or fliRir rpsTifiptivfi A-srAmifnrH nrlrm'm'ofvci+r^pg qj* j-^w AA^ r ests. /'^S ^jp^ a«Ma* Same rules''''^JV( iiuilia,Jidminiskation..and distribution of the loin^ and '^"'^ ""^^^ ^ assigns, according to their respective rights and interests. ff\ 2^^\y >^ And it is hereby expressly agreed and DECLARED^;lfeftfe Samemle^^TvD^ spectively, or their respective executors, administrators or separate estates of the debtors under these presents, the as meases inspectors or inspector shall follow, and the creditors jftr^^f^^^" and the debtors shall have the benefit of, and be of joint bound by, the rules, rights and equities which prevail in rate ^^^' the administration of joint and separate estates in bank- tatesin ruptcy, and that if any case should arise in the course of ruptcy. this inspection having reference to the said estate, or any part thereof, which shall appear to the inspectors oi- iaapefitor not to bo sufficiently provided for by these 60' Precedents. Prec. V. Moneys ;ind secu- I'ities for luoney to be dei^o- .sited in a Lank. Inspectors to declare dividends, and may retain dividends where amount not ascer- tained, and after- v^nrds pay such divi- dends to creditors entitled thereto. presents, tlie inspectors or inspector shall follow the law and practice of English bankruptcy in like cases. And IT IS HEREBY AGREED AND DECLARED that the inspectorS or inspector shall from time to time pay into and deposit in the Bank in their or hio names or nam^ to the account of " & Co., in liquidation," or to such other account as they or he shall think fit, all moneys, bills, notes, cheques and other negociable instruments and securities for money (forming part of the said estate) which shall come to the hands or under the control of the inspectors or-_inspeetor in the course of this inspection, and such account shall be drawn upon in such manner as the inspectors or inspector shall from time to time direct. And it is hereby further agreed and declared that the inspectors or inspector shall from time to time when and as often as the moneys in hand shall in their or his opinion be sufficient for the purpose (after allowing for cur- rent expenses), declare and pay rateable dividends to the creditors respectively on account of their respective debts ; but the amount of every such dividend, and the mode and place of payment thereof, shall be in the discretion of the inspectors or inspector. Provided always [n) and it is HEREBY AGREED AND DECLARED that in casc any dividend or dividends as aforesaid shall be declared before the amount of dividend payable to all the creditors on their respective debts shall have been ascertained, the inspectors or inspector shall retain a sufficient sum or sums for the purpose of paying a like rateable dividend to any creditor or creditors the amount of dividend payable on whose debt shall not have been ascertained, and shall afterwards pay such dividend to such creditor or creditors as soon as the amount of dividend payable on his or their debt shall have been ascertained ; or in case no such retention shall have been made by the inspectors or inspector, they or he shall out of the moneys from time to time in hand (after deduct- ing or allowing for current expenses) pay to such creditor or creditors as soon as the amount of dividend payable («) This proviso will probably not often be required. Deed of Inspectorship hj Partners. 61 on his or their debt shall have been ascertained, a rate- Prec V. able dividend or dividends on the amount of such debt or debts before any further dividend shall be paid to the general body of creditors, but so as not to distiu'b any dividend or dividends which may previously have been paid to the general body of creditors. And it is hereby FURTHER AGREED AXD DECLARED that it shall be lawful for the inspectors or-inspeetor to bring, prosecute, compromise Powers of or defend, or authorize the bringing, prosecution, com- aTtoac-'* promise or defence of any action or other proceeding in tio^*'- ^'^^^ reference to the said trade or business, or to the said estate of proper- or any part thereof, or to these presents, and to sell or ^^^^' authorize sales of the said estate or any part thereof to any person or persons, either by public auction or private con- tract, or partly in either mode, upon such terms and subject to such conditions, and generally in such manner as they or he shall think fit, and to buy in the property or any part thereof at any sale by auction, and to alter or rescind any contract for sale and resell without being responsible for any consequent loss ; and also to give time and as to for the payment of any debt or debts owing to the debtors poundino- Odt^ither of-them, and to accept payment thereof by instal- f^^bts and ments, composition, or otherwise, and to abandon any debt disputes, or debts which they or he the inspectors or inspector shall consider bad, and to settle any question or dispute which now exists or may arise in reference to the said trade or business or the said estate by arbitration, opinion of coimsel, certificate of accountant, or by way of special case submitted for the opinion of any court of competent jurisdiction, or in such other way as may be agreed upon between the inspectors and inspector and such disputant or disputants. And also to rec^uire any person or persons claiming to be a creditor or creditors of the debtor^ op either of them (notwithstanding that such person or persons and as to may have executed or assented to these presents, and that tjo^ of the amount or supposed amount of his or their debt may ^[^jj^^^^f be inserted in the schedule hereto) to verify the nature and amount of such debt or claim, with particulars showing 62 Precedents. Prec. V. and re- demption of mort- gages or pledges. Reserva- tion of rights of creditors against sureties or in respect of securi- ties. the consideration for the same, by statutory declaration; (but nevertheless this power shall not be exercised unless the inspectors or inspector shall entertain reasonable doubt in respect of any debt), and also to make such arrangements as the inspectors or-inspector may think expedient with any creditor or other person or persons holding any portion of the said estate by way of mort- gage, pledge or lien, in order to redeem, discharge, or transfer such mortgage, pledge or lien, or to release the equity of redemption thereof. Provided always, and it IS HEREBY EXPRESSLY AGREED AND DECLARED that thcSC presents shall not prejudice or ailect the rights or remedies of any of the creditors against any surety or sureties, or any person or persons other than the debtors respectively, or their respective heirs, executors, or administrators ; and for the sake of conformity alone the debtors or any of them, or their or any of their heirs, executors or administrators, may be joined in any actions or other proceedings to be brought, instituted or taken by any of the creditors against such surety or sureties or other person or persons : And further that these presents shall not prejudice or affect any security which any of the creditors may have or claim for his debt : but, never- theless, if such security be of such a nature that the creditor holding or claiming the same would by the law of bankruptcy be bound to realize the same or deduct the value thereof before proving his debt in bankruptcy against the estate on which such security is held (o), then and in that case such creditor (unless he shall give up such security) shall be entitled to receive dividends out of such estate under these presents on so much only of his debt as may remain after such security shall have been realized or credit given for the full value thereof, such value to be agreed upon between the secured creditor and the inspectors -or ■ inspector, or in case of dispute to be ascertained by two impartial valuers (one to be chosen by the seciu'ed creditor and the other by the inspectors or inspector), or by an (o) See page 50, note {(/). Deed of Inspectorship hj Partners. 63 umpire to be named by sucli valuers, "before proceeding to Prec. v. the valuation. AND THIS INDENTURE FURTHER WITNESSETH that for the considerations aforesaid the debtors hereby jointly and severally covenant with the in- Covenant specters or-inspector and also (as separate covenants) with on request the creditors respectively that if at any time during the «* inspec- continuance of this inspectorship the inspectors or inspector assign re- shall, in order to carry out more advantageously for the "^^mmg creditors the liquidation intended to be provided for by these presents, require the debtors by notice in writing signed by the inspectors or inspector, and left at the place of business, of the debtor^ or at their respective places of abode, to execute an assignment of all the said estate or of so much thereof as may, remain imdisposed of, then the debtors, or iheir respective heirs, executors or adminis- trators, will forthwith at the expense of the estate by all proper assurances and acts, convey, assign and deliver up to the inspectors or inspector, or to any trustees or trustee nominated by the inspectors or inspector, all the said estate (including all the stock-in-trade, fixtures and chattels which may then be belonging to and all debts which may then be owing to the said business and the goodwill thereof), Upon trust that the same may, with as little delay as the upon trust circmnstances will admit, be got in and realised and the realisation proceeds thereof applied (after j^ayment of all costs, anddivi- charges, expenses and sums of money which may be among properly payable under these presents and may be then creditors, unpaid) in or towards the payment of so much of the debts due to the creditors as shall then remain unpaid according to their respective rights and interests in manner aforesaid. And it is hereby agreed and declared that the deed or deeds of assignment to be executed in pursuance of such covenant as aforesaid shall contain all such covenants, powers and provisions as the inspectors or inspector shall approve. And in consideration of the Pawerof premises the debtors do and each of them doth hereby ^■ttorney. constitute and appoint the inspectors or inspector the true and lawful attorneys aud attorney of them the debtors, 64 Precedents. Prec. V. aiid eauk ul ' Lh emm il ie i r and - ea da-of ^liei r - name s -t > r K iu--\ f\ IT, inspectors, whose respective debts amount to ilU or upwards, by if directed circular letter, stating the time, place and object of the ^^^^^J°^^" meeting, and sent by post or otherwise to the last-known creditors place of abode or business in England of such creditors ll^^^^^' respectively, or their respective agents, in time to give to such creditors or agents seven clear days' notice of such meeting, and if at such meeting a majority in number representing three-fourths in value of the creditors present or represented thereat shall resolve that the debtors or either of them have or has in their opinion wilfully broken or failed to comply with any of the cove- nants or agreements herein contained, and on theii' or his part to be observed and performed, and that such breach or failm-e will in the opinion of such majority materially interfere with the further progress of the in- spection, or if during the continuance of this inspection the debtors or- either of them shall be adjudicated bank- orif bani- rupt^, or a receiving order shall be made against them or ^"^^^3° either of them, or if during such continuance any execu- ^^c^J^o^^ tion or other process of law shall be issued and enforced is issued against the debtors or either of them, or their or either of Jg^^^^* their estate and effects, so as in the opinion of the inspectors or inspector to interfere materially with the arrangement hereby contemplated, then and in any of such cases it shall be lawful for the inspectors or inspector by writing under their or his hands to declare these pre- to put an sents at an end, and thereupon these presents shall cease ^°[Jj*° *^® and deteiTuine (but without prejudice to any receipt, pay- ment, dealing, transaction, matter, or thing theretofore given, made, had, done, or authorized by the inspectors and there- or inspector in pursuance of these presents), and the ^^^"jf^f^J creditors respectively shall thenceforth be at liberty to ci^ditors L. F QQ Precedents. Prec. V. to revive as to balance of their debts. Power to appoint new in- spectors. k t 0-^ K'-' Indemnity to inspec- tors. sue for or prove for tlie full amount of their respective debts or claims, except so far as tliey may have pre- viously received the same under these presents or other- wise. Provided always and it is hereby further AGREED AND DECLARED that if the iuspcctors hereby constituted, or any of them, or any inspectors or in- spector to be appointed as hereinafter provided, shall die or go to reside abroad, or desire to be discharged from, or refuse or become incapable or unfit to act in the execution of the inspectorship, then and in every such case it shall be lawful for the surviving or continuing inspectors or in- spector for the time being (and for this purpose every retiring inspector shall, if competent and willing to act in the execution of this power, be considered a continuing inspector) by any deed, or if the inspectors or inspector shall decline to exercise such power, or if there shall be no inspector then living or capable of exercising and willing to exercise such power, then for a majority in number representing three-fourths in value of the creditors whose respective debts amount to £10 or upwards, by any deed, to appoint a new inspector or new inspectors in the place of the inspector or inspectors so dying, or going to reside abroad, or desii'ing to be discharged, or refusing or be- coming incapable or unfit to act as aforesaid. And every such new inspector may act in the inspectorship as fully and effectually as if he had been hereby constituted an inspector. And it is hereby agreed and declared that if at any time while there shall be more than two inspectors any dispute shall arise between them as to the exercise of any discretionary power hereby vested in them, the opinion of the majority shall prevail, And that the inspectors 'shaU -not be answerable for the acts or defaults of each other, or of the debtors or any of them, nor for any loss which may befall the estate under inspection, not arising from wilful default of the inspectors or inspector. A:Tfi)H:iiat it shall be lawfifl ior them or him to reimburse if themselves or himself out of ' the monies in hand all costs and expenses actually incurred by them or- himr-in the Deed of Inspectorship hy Partners. 67 cGHXSe of the inspectorsHp. Provided always (r), and Prec. v. IT IS HEREBY LASTLY AGREED AND DECLARED that if a majority in value of the creditors present or represented at a meeting called by the inspectors or inspector in manner aforesaid shall resolve that in their opinion it is expedient Power to to pay in full or otherwise than by dividends under these dissentient presents any creditor or creditors who shall decline to creditors, execute or assent to -these presents, the inspectors or in- jector, shall pay or settle with such creditor or creditors in accordance with the said resolution. In witness, &c. occ. j-^ SCHEPULE. , - Part 1. — Joint Creditors. ^ 5, 2. — Separate Creditors of A. B. „ 3. — Separate Creditors of C, D. (r) See note at foot of Precedent I. 68 Deed of inspector- ship where the busi- ness of the debtor is to be wound up. Recitals Letter of licence by creditor to debtor to wind up business. Precedents. VI. Deed o/' Inspectokship between one Debtor and his Creditors icliere the Business is to be wound up. THIS INDENTURE made the day of between A. B. of (hereinafter called "the debtor ") of the first ^oart, E. F. of &c., Gr. H. of &c. and I. K. of &c. [^inspectors'] of the second part, and the several persons, companies and partnership firms (being creditors of the debtor) whose names and seals are set and affixed in the schedule hereto, or who shall otherwise in writing assent to these presents, and who are hereinafter called "the creditors," of the third part. Whereas the debtor has for some time past carried on the trade or business of at and having in the course of such business and otherwise become indebted in divers sums which cannot at once be paid in full, he has proposed to provide for the gradual liquidation of his debts as far as possible by the winding-up of his said business and the collection and realization of his estate under the insjoection and control of the parties hereto of the second part (who and the survivors of them and the inspectors for the time being acting under these presents are hereinafter called "the inspectors "). And whereas the creditors have agreed to accept the said proposal : NOW THIS INDENTURE WITNESSETH that in pursuance of the said agree- ment, and in consideration of the covenants and agreements hereinafter contained, and on the part of the debtor to be observed and performed, The creditors hereby respectively grant unto the debtor free and absolute liberty and licence henceforth to conduct, manage and wind up his said trade or business and to collect, get in, realize and dispose of all the real and personal estate of or to which he is now seised, possessed or entitled under the inspection, and subject to the approbation, direction and control of the inspectors (r) until the said debts shall have been fully paid or the debtor shall have obtained his release under these presents, or {>■) See note {»>), page 56, Deed of Inspectorship hj one Debtor. 69 until tliGse presents shall Itecome void by virtue of the Prec. VI. provisions hereinafter in that behalf contained. And in further piu'suance of the said agreement and for the considerations aforesaid the creditors hereby respectively Creditors covenant with the debtor tliat they the creditors respec- ?°^ *o ^"® tively will not during the continuance of the said letter of meantime, licence sue, attach, impede or molest the debtor, his heirs, executors or administrators, estate or effects, for or in respect of any debt or demand provable or claimable under these presents, and that these presents may be pleaded or given in evidence as a defence and answer to any action or other proceeding which may be brought, instituted or taken by or on behalf of any of the creditors against the debtor or his estate in breach of this cove- nant. AND THIS INDENTURE FURTHER WIT- NESSETH that in further piu'suance of the said agree- ment, and in consideration of the letter of licence herein- before contained and of the covenants on the part of the creditors herein contained, the debtor hereby covenants Covenants with the inspectors and also (as a separate covenant) tJwind'up with the creditors respectively that he the debtor will at I'usiness all times during the continuance of this inspectorship use estate and exert his best and utmost endeavours under and sub- J^^ii^er con- trol ot in- ject to the directions, control and advice of the inspectors spectors, to conduct, manage and wind up the said trade or business and to collect, get in, realize and dispose of all the real and personal estate of or to which he is now seised, pos- sessed or entitled (hereinafter called "the said estate") with a view to the payment of the creditors. And will for the purposes aforesaid or any of them, and at the ex- pense of the said estate, bring, institute, take, adopt, defend, compromise or abandon all such actions, proceedings or measures, and execute and sign all such deeds and docu- ments as the inspectors may require, and moreover that the debtor will not at any time during the continuance of this inspectorship dispose of, pledge or incumber the said estate or any part thereof without the consent in writing of the inspectors, or give credit to any person whom the 70 Precedents. Prec. VI. and to keep proper books and allow in- spector to examine same. Inspectors may em- ploy as- sistants and pay them, and also pay debtor for services and sub- sistence- money. As to ap- plication of monies to be pro- duced by the wind- ing-tip and reali- sation. inspectors shall have forbidden him to trust, nor wilfully do or suffer to be done any act or deed by means whereof any of the creditors may obtain any undue preference or advantage over any other or others of them. And further that the debtor will, when required by the inspectors so to do, from time to time during the continuance of this in- spectorship keep proper books of account relating to the said trade or business and the said estate [add from Prece- dent V. remainder of covenant as to keeping books and allowing inspectors to examine same and as to not carrying on new business, ^c.']. And it is hereby agreed and declared that it shall be lawful for the inspectors to employ or autho- rize the employment of any person or persons to assist in the winding-up of the said business or the collection, realization and liquidation hereby contemplated, and to pay out of the said estate to any such person or persons as wages or salary, and also to the debtor as a remuneration for services rendered or for subsistence money for himself and his family, such sums of money as the inspectors shall from time to time think fit. And it is hereby agreed and declared that all the monies which shall come to the hands or under the control of the inspectors in the course of the inspection, shall be applied by or under the direction of the inspectors in the first place in payment of the costs and expenses of and incidental to the investigation of the affairs of the debtor with a view to this arrangement, and of and incidental to the preparation of these presents and procuring the signatures or assents of the creditors thereto, and all rates, taxes, wages and other similar claims (if any) which would be payable in full or in priority in bank- ruptcy, and subject as aforesaid and to the payment of all costs, charges, expenses and sums of money which may for the time being be incurred or payable in carrying out any of the powers and provisions of these presents, in or towards payment rateably, according to the law of bankruptcy, and without preference or priority, and by such dividend or dividends as the inspectors shall think fit, of all the debts due from the debtor to the creditors, and if there Deed of Inspectorshij) h?j one Debtor. 71 shall be any surplus of the said monies, sucli surplus shall Prec. vi. belong to the debtor, his executors, administrators or as- ' signs. And it is hereby agreed and declared that the inspectors shall, from time to time, pay into and deposit Monies in the Bank in their names and to such account as fP^isecuri- ties to be they shall think fit, all monies, bills, notes, cheques, and paid into other negotiable instruments and securities for money ^° ' (forming part of the said estate) which shall come to the hands or under the control of the inspectors in the course of this inspection, and such account shall be drawn upon in such manner as the inspectors shall from time to time direct. And it is hereby further agreed and DECLARED that it shall be lawful for the inspectors to Powers of bring, prosecute, compromise or defend, or authorize the i°pe°*ors bringing, prosecution, compromise, or defence of any action bringing or other j)roceeding in reference to the said trade or busi- °no-*^act^ns ness or to the said estate or any part thereof, or to these ™d. ^^ to presents, and to sell or authorize sales of the said estate estate, or any part thereof to any person or persons, either by public auction or private contract or partly in either mode, upon such terms and subject to such conditions, and gene- rally in such manner as they shall think fit, and to buy in the property or any part thereof at any sale by auction, and to alter or rescind any contract for sale and resell without being responsible for any consequent loss ; and and com- also to give time for the payment of any debt or debts |i°r)\saM owing to the debtor and to accept payment thereof by settling instalments, composition or otherwise, and to abandon any and ques- debt or debts which they, the inspectors, shall consider bad, ^^o'^^- and to settle any question or dispute which now exists or may arise in reference to the said trade or business or the said estate by arbitration, opinion of counsel, certificate of accountant, or by way of special case submitted for the opinion of any court of competent jurisdiction, or in such other way as may be agreed upon between the inspectors and such disputant or disputants. And also to ^^^ ^^ ^^ require any person or persons claiming to be a creditor or verifying creditors of the debtor (notwithstanding that such person creditors. 72 Precedents. Prec. VI. or persons may have executed or assented to these pre- sents, and that the amount or supposed amount of his or their debt may be inserted in the Schedule hereto) to verify the nature and amount of such debt or claim, with particulars showing the consideration for the same by statutory declaration (but nevertheless this power shall not be exercised unless the inspectors shall entertain reasonable and re- doubt in rcspcct of any debt), and also to make such mort^a^es arrangements as they the inspectors may think expedient or pledges, ^^^h any creditor or other person or persons holding any portion of the said estate by way of mortgage, pledge or lien, in order to redeem, discharge or transfer such mort- gage, pledge or lien, or to release the equity of redemption Eeserva- thereof. PROVIDED ALWAYS, AND IT IS HEREBY EXPRESSLY rights of AGREED AND DECLARED, that thesc presents shall not preju- creditors (\^qq q^ affect the rights or remedies of any of the creditors against ° sureties or agamst any surety or sureties or any person or persons m respect Q^j^gp ^]^r^^ ^]^q debtor, his heirs, executors or adminis- 01 securi- ' ' ties for ^ trators, and for the sake of conformity alone the debtor, his heirs, executors or administrators, may be joined in any action or other proceeding to be brought, instituted, or taken by any of the creditors against such surety or siu^eties or other person or persons. And further that these presents shall not prejudice or affect any security which any of the creditors may have or claim for his debt, but nevertheless if such security be of such a nature that the creditor holding or claiming the same would, by the law of bankruptcy, be bound to realize the same or deduct the value thereof before proving his debt in bankruptcy against the said estate, then and in that case such creditor (unless he shall give up such security) shall be entitled to receive dividends under these presents on so much only of his debt as may remain after such security shall have been realized or credit given for the full value thereof, such value to be agreed upon between the secured creditor and the inspectors, or in case of dispute to be ascertained by two impartial valuers (one to be chosen by the secured creditor, and the other by the inspectors), or by an umpire their debts. Deed of Inspectorship hy one Debtor. 73 to be named by such valuers before proceeding to the Prec. vi. Taliiation. AND THIS INDENTURE FURTHER WITNESSETH that for the consideration aforesaid, the debtor hereby covenants with the inspectors that if at any time dming the continuance of this inspectorship the inspectors shall, in order to carry out more advantageously Covenant for the creditors the liquidation intended to be pro\TLded ZJt£ix for by these presents, require the debtor, by notice estate if »/ i- "^ -*■ r6cju,irGcl in writing signed by them, and left at the place of business or abode of the debtor, to execute an assign- ment of all the said estate, or of so much thereof as. may remain undisposed of, then the debtor will forth- with at the expense of the estate by all proper assur- ances and acts convey, assign and deliver up to the inspectors, or to any trustee nominated by the inspectors for the purpose, all the said estate, upon trust that the upon tmst • for SDGfclv same may, with as little delay as the circumstances will realisation admit, be got in and realized and the proceeds thereof anddi- applied (after payment of all costs, charges, expenses and among the sums of money which may be properly payable under these ^''^'^'^o^'^- presents and may be then impaid) in or towards the pay- ment of so much of the debts due to the creditors as shall then remain unpaid according to their respective rights and interests in manner aforesaid. And it is hereby AGREED AND DECLARED that the deed of assignment to be executed in pm'suance of such covenant as aforesaid shall contain all such covenants, powers and provisions as the inspectors shall approve. And in fm-ther pur- suance of the said agreement, and m consideration of the premises, the debtor doth hereby constitute and appoint the inspectors and each of them the true and lawful Power of attornies and attorney of the debtor in his name or other- ^^t^'^^'^y wise to ask, demand, sue for, recover and receive all or any part of the said estate and to give effectual receipts and discharges for the same, and also in his name and as his act and deed or otherwise to execute, sign, seal and deliver any such deed of assignment as aforesaid and all other necessary or proper deeds and documents for carrying 74 Precedents. Prec. VI. into effect any of the powers, covenants and provisions of these presents, and for all or any of the purposes aforesaid from time to time to appoint any substitute or substi- tutes. And in further pursuance of the said agreement, and in consideration of the premises, the creditors hereby respectively covenant with the debtor that if and when the inspectors shall by ^vriting certify that the winding- up, realization and liquidation provided for by these pre- sents has as far as possible been concluded, or that the Provisions debtor has made such assignment of the said estate as is of^th?^^^ hereinbefore mentioned (which certificate the inspectors debtor. ^}m\\ be bound to give immediately on such assignment being made), then and in either of such cases and im- mediately upon such certificate being given, the debtor shall be thenceforth absolutely released and discharged from the said debts due from him to the creditors re- spectively, and these presents shall accordingly thereafter operate and be pleadable as a defence and answer to any action or other proceeding which the creditors respectively or their respective heirs, executors or administrators shall have at any time theretofore brought, instituted or taken, or might at any time thereafter bring, institute or take against the debtor for or on account of such respective debts. Provided always, and it is hereby agreed and DECLARED, that if the inspectors shall at any time during the continuance of the inspection be dissatisfied with the conduct of the debtor in relation to these presents, they Provisions may call a meeting of^ the creditors whose respective debts as to put- amount to 10/. or upwards by circular letter stating the enf to^tlie time, place and object of the meeting, and sent by post or irjnres?- otherwise to the last known place of abode or business in lution of England of such creditors respectively or their respective attmeet- agents in time to give to such creditors or agents seven ^°§"' clear days' notice of such meeting, and if at such meeting a majority in number representing three -fourths in value of the creditors present or represented thereat shall resoke that the debtor has in their opinion wilfully broken or failed to comply with any of the covenants or agreements Deed of Insmctorsliip hj one Dehtor, 75 herein contained and on his part to he ohserved and per- Prec. vi. formed, and that such hreach or failure will in the opinion of such majority materially interfere with the further progress of the inspection, or if during the continuance of or upon this inspection the debtor shall he adjudicated bankrupt niptcyof or a receiving order shall be made against him, or if during '^':^^°L°^ such continuance any execution or other process of law against Ms shall be issued and enforced against the debtor or his ^^^^*^- estate so as in the opinion of the inspectors to interfere materially with the arrangement hereby contemplated, then and in any of such cases it shall be lawful {j-emaindcr of clause determining the deed. Power to appoint new in- spectors, indemnity, and power to settle uith dissentients, as in Precedent F.] In witness, &c. Schedule. 76 Precedents. Deed of composi- tion be- tween partners and their joint cre- ditors. YII. Deed of Composition between Partners and their Joint Creditors, with Covenant not to sue. THIS INDENTUEE made the Between A. B., C. D. and E. F. all of- day of -, trading Eecital of resolution passed at meeting of creditors for accept- ance of composi- tion ; and of de- livery of composi- tion notes to credi- tors. Covenant by credi- tors not to sue unless default made in meeting notes ; in partnership under the style or firm of A. B. & Co., and hereinafter called " the debtors," of the one part, and the several persons, companies and partnership firms (being creditors of the debtors in respect of their said partnership) whose names and seals are set and affixed in the schedule hereto, or who shall otherwise in writing assent to these presents, and who are hereinafter called " the creditors," of the other part. Whereas at a meeting of the creditors held on the day of last, a resolution was passed to the effect that the creditors should accept a com- position of five shillings in the pound upon the amount and in full discharge of their said debts, such composition to be payable in two equal instalments at the respective periods of three calendar months and six calendar months from the day of . And whereas in part pursuance of the said resolution the debtors have delivered to the creditors respectively upon their respective execution of these presents the joint promissory notes of the debtors for payment of the said composition to the creditors re- spectively by the instalments and at the times in the said resolution mentioned. NOW THIS INDENTUEE WITNESSETH that in fm-ther pm^suance of the said resolution and in consideration of the premises, the credi- tors hereby respectively covenant with the debtors that they the creditors respectively will not, unless default shall be made in meeting any of the said notes at maturity, sue, arrest, attach or molest the said debtors or any of them, or their or any of their estate, for or on account of the said respective debts, and that these presents may be pleaded or given in evidence as a defence and answer to any action or other proceeding which may be brought, insti- Deed of Composition ly Partners. 77 tuted or taken by or on behalf of any of the creditors Prec. vii, against the debtors or any of them, or theii- cr any of and that their estate, in breach of this covenant ; and further, gj^^ffj^ that if the said notes shall be paid at maturity, the released debtors shall be absolutely released and discharged from me??of the said debts due from them to the creditors respectively, ^^otes. and these presents may accordingly thereafter be pleaded or given in e\ddence as a defence and answer to any action or other proceeding which they the creditors re- spectively shall have at any time theretofore brought, instituted or taken, or otherwise might at any time there- after bring, institute or take against the debtors or any of them, or their or any of their estate, for or on ac- count of such respective debts. Provided always and Proviso ^ . tor revival IT IS HEREBY AGREED AND DECLARED that lU Case dc- of debts fault shall be made in meeting any of the said notes at jf^^^g^^ ^^ maturity, or in case before the said notes shall be fully bauk- paid to the creditors respectively as aforesaid a receiving proceed- order shall be made against the debtors, or they shall pre- i^^s en- sent a bankruptcy petition, or make an assignment of their estate for the benefit of their creditors, or any arrangement with their creditors different to this present arrangement, then and in any of such cases the covenants on the part of the creditors herein contained shall be thenceforth at an end and void, and the creditors shall respectively thence- forth be at liberty to sue for or prove for the full amount of their respective debts, less the amount which may have been received by them on account thereof under these pre- sents or otherwise. Provided always and it is hereby Reserva- AGREED AND DECLARED that tlicsc ^Drescnts shall not in j.j°ht*sof anywise prejudice or affect the rights or remedies of any of creditors the creditors against any surety or sureties or any person sureties or persons other than the debtors or their respective heirs, '"^^^^^^^ ^^ executors or administrators, and that for the sake of con- securitie?. formity alone the debtors or any of them, their or any of their heirs, executors or administrators may be joined in any actions or other proceedings to be brought, instituted or taken by any of the creditors against such surety or 78 Precedents. Prec. VII. sureties or other person or persons, and that these presents ' shall not prejudice or affect any security which any of the creditors may have or claim for his debt ; but nevertheless, if such security be of such a nature that the creditor hold- ing or claiming the same would, by the law of bankruptcy, be bound to realise the same or deduct the value thereof before proving his debt in bankruptcy against the joint estate of the debtors, then and in that case such creditor (unless he shall give up his said security) shall be entitled to receive the said composition upon so much only of his said secured debt as may remain after such security shall have been realised, or after credit shall have been given for the full value thereof. In witness, &c. Schedule. Deed of Composition with Assignment. 79 VIII. Deed 0/ Composition, n-itli Assignment to secure same, and Deed of Release of Debts. tion^se^-^' THIS INDENTUEE made the clay of , ""^i^J Between A. B. of &c. (hereinafter called " the debtor ") of ^^nt. the first part, C. D. of &c., and E. F. of &c. (hereinafter called " the trustees ") of the second part, and the several persons, companies and partnership firms (being creditors of the debtor) whose names and seals are set and affixed in the schedule hereto, or who shall otherwise in writing- assent to these presents, and who are hereinafter called " the creditors," of the third part : Whereas at a meeting Eecital of of the creditors held on the day of it ff^^J^^f^ was resolved to accept an offer made by or on behalf of composi- the debtor for payment to the creditors respectively of a twoinstal- composition of ten shilhngs in the pound upon the amount ments. and in full discharge of their respective debts due from the debtor, and set out in the said schedule, such compo- sition to be paid in two equal instalments at three calendar months and six calendar months from the date of the said meeting, and to be secm-ed by the assignment of the estate of the debtor to the trustees in manner hereinafter appearing. NOW THIS INDENTUEE WITNESSETH that in Covenant pursuance of the said resolution and in consideration of the tJ provide release on the part of the creditors hereinafter contained, for pay^- the debtor hereby covenants with the trustees and also (as composi- separate covenants) with the creditors respectively that ^^^'^^^f'^ he the debtor will on or before the expiration of the said periods of three calendar months and six calendar months pay or cause to be paid to the trustees sufficient money to meet the respective instalments of composition payable to the creditors respectively as aforesaid, and will on demand by the trustees at any time after the date of these presents pay to them or as they shall direct all costs («) and expenses (4) In many cases of composition the costs are provided for outside the deed. 80 Precedents. Prec.VIII. Trustees to distri- bute com- pos^ition. Assign- ment of specified property to trus- tees. U])on trust \mtil de- fault in paynient of compo- sition to allow debtor to deal with same un- der super- vision. and on de- fault to take pos- session, and rea- lise, and apply proceeds (less costs) in pay- ment of composi- tion, and surplus to debtor. Trustees not to in- terfere in the busi- of and incidental to the investigation of tlie affairs of the dehtor, with a view to this arrangement, and of and inci- dental to the prei3aration of these presents and obtaining the signatures or assents of the creditors thereto, and the receipt and distribution of the said composition. Aisd it IS HEREBY AGREED AND DECLARED that the trustees shall immediately upon receipt of the said instalments of com- position pay the same to the creditors respectively entitled thereto. AND THIS INDENTURE FURTHER WITNESSETH that in further pursuance of the said resolution and for the considerations aforesaid the debtor as beneficial owner hereby assigns to the trustees All the personal estate of or belonging or due and owing to the debtor (except leaseholds (i"), household fui'niture, wearing apparel and bedding) : To have and to hold the said estate unto the trustees upon trust in the meantime and imtil default shall be made by the debtor in payment to the trustees of any of the said instalments of com- position according to the covenant in that behalf herein- before contained, to allow the debtor to use, employ, deal with and dispose of the same estate for the purposes of his business, or for such other purposes as the trustees shall think proper, but subject to the control and supervision of the trustees ; and from and after such default upon trust to take possession of, collect, sell and realise the said estate or any part thereof, and to appl}" the net proceeds thereof (after payment of all costs and expenses payable under these presents which may be then unpaid) in or towards immediate payment to the creditors respectively of so much of the said composition as shall be then unpaid, and to pay the surplus (if any) of such proceeds, and assign or deliver the remainder of the trust estate to the debtor, his executors, administrators or assigns. Provided always and it is hereby agreed and declared that the trustees shall not be bound to interfere with the debtor in the conduct (<) This Precedent is framed on the assumption that the leaseholds will not be required ; if they should be, the declaration of trust at page 37 should be inserted. . Deed of Composition with Assignment. 81 of his business or dealing with his estate further or other- Prec.viii. wise than they shall think necessary or proper, and shall ness un- not be in anywise liable or accountable for any losses which If®.^ ^}^^J • ^ ^ -I p ^ tnuik lit, the estate may sustain by reason of the acts or defaults nor to be of the debtor, but nevertheless the debtor shall at all times atie^or" diu'ing the continuance of these presents attend and con- acts or de- form to the suggestions and advice of the trustees. And debtor. IT IS HEREBY FURTHER AGREED AND DECLARED that if If credi- during the currency of either of the said periods of three ^^g^j*^ months and six months the trustees shall be of opinion resolve that, having regard to the condition and prospects of the business business of the debtor (whether arising from his mis- be wound management thereof or otherwise), it would be expedient trust es- forthwith to wind up the same and realize and divide the fQ^t}^*^^^ estate, they shall call a meeting of the creditors by circular realised letter stating the time, place and object of the meeting, ^ided. and sent by post or otherwise to the last known place of abode or business in England of such creditors respectively, or their respective agents, in time to give to such creditors or agents seven clear days' notice of such meeting, and if at such meeting a majority in number representing three- fourths in value of the creditors present or represented at the meeting shall resolve that the said business and estate be wound up and realized, then the trustees shall with all convenient speed proceed to wind up the said business, and to sell, collect and realize the said estate, and shall apply the net proceeds thereof in like manner as if the same had been moneys arising from the exercise of the trust for sale hereinbefore contained. And in consideration of the pre- Release of mises the creditors hereby respectively release the debtor, his heirs, executors and administrators from the said debts due to them respectively, and from all actions, proceed- ings, claims and demands in respect thereof. \_Proviso as to sureties and securities and poiver to ajypoint new trustees as in Precedent I.~\ In witness, &c. Schedule. L. G 83 Precedents. Deed of composi- tion se- cured by surety and by post- ponement of certain claims. IX. Deed 0/ Composition ichere Payment secured by Surety and by Covenants on the part of certain Creditors to postpone Payment of their Debts. THIS INDENTURE made &c. between A. B. of &c. (hereinafter called " the debtor ") of the first part, C. D. of &c. [surety'] of the second part, the several persons, com- panies and partnership firms whose names and seals are set and affixed in the first schedule hereto of the third part, and the several persons whose names and seals are set and affixed in the second schedule hereto of the fourth part {u). Eecitals of Whereas the debtor being indebted to the parties hereto of the third and fourth parts respectively in sums which he is unable to pay in full, lately made a proposal to pay to them a composition of 7s. Qd. in the pound upon the amount and in full discharge of their respective debts, by three equal instalments, at the respective periods of fourteen days, three calendar months and six calendar months from the day of . And it was part of such pro- posal that the said C. D. should secure the payment of the second and third instalments of the said composition to the parties hereto of the third part in manner hereinafter appearing, and that the parties hereto of the fourth part should enter into the covenant hereinafter on their parts contained. And whereas in pursuance of the said pro- posal the joint and several promissory notes of the debtor and the said C. D. for payment to the respective parties hereto of the third part of the second and thii-d instalments of the said composition at the respective periods herein- before mentioned in that behalf have been delivered to the said parties hereto of the third part upon their respective execution of these presents. NOW THIS INDENTURE WITNESSETH that in further pursuance of the said proposal, and in consideration of the release by the parties proposal to pay composi- tion by three in- stalments and to secure same, and of de- livery of promis- sory notes to tbe trade cre- ditors for second and third in- stalments at three and six months. Covenant by debtor (m) These vdll generally be pri- vate or family creditors, as dis- tinguished from the ordinary trade creditors. Deed of Composition and Security. 83 hereto of the third part hereinafter contained, the debtor Preo. IX. hereby covenants with the parties hereto of the third part to pay respectively that he wUl pay to them respectively imme- fii'st"istal- diately upon the expiration of the period of foui'teen days trade cre- from the day of the first instalment of the fotlrteen said composition on their said respective debts. And in days, and further pursuance of the said proposal, and in consideration -n-hole of the covenants by the parties hereto of the fourth part ^°™^^q^^" hereinafter contained, the debtor hereby covenants with family the parties hereto of the fourth part respectively that he at^six°^^ \nY\. pay to them respectively upon demand, at any time montlis. after the expiration of the period of six calendar months from the day of , the composition (v) of 7s. Qd. in the pound upon the amount and in full dis- charge of the debts due to them respectively from the debtor. And in further pursuance of the said proposal Covenant and for the considerations aforesaid the said parties hereto cJecUtos^ of the fourth part hereby respectively covenant with the not to sue debtor, and also (as separate covenants) with the said for six parties hereto of the third part respectively that they the months, said covenantors respectively will not, until the expiration of the aforesaid period of six calendar months, sue, attach or molest the debtor or his estate for or on account of the debts due to them respectively from the debtor, or receive or attempt to procure pajnnent of their said debts or any part thereof by composition or otherwise, or take any security for the same ; and further, that if and when the and that said composition shall be duly paid to the said covenantors ^^J^^f respectively, according to the covenant by the debtor in composi- that behalf hereinbefore contained, then and immediately tw the upon such payment being made the debtor shall be abso- ^^J^\^ lutely released from the said debts due to the said cove- released _ nantors respectively, and these presents shall accordingly l'^^^^ thereafter operate and be pleadable as a defence and answer to any action or other proceeding which the said covenantors respectively or their respective heii's, executors or administrators shall have at any time theretofore brought, {v) This payment will he made in one sum, and not hy instalments. G li 84 Precedents, Free. IX. Release by trade creditors. If compo- sition not paid to trade creditors, or bani:- ruptcy proceed- ings en- sue, all the debts to revive. The last preceding clause not to release surety. instituted or taken, or otherwise might at any time there- after bring, institute or take against the debtor or his heirs, executors or administrators for or on account of such respec- tive debts. And in further pursuance of the said proposal and in consideration of the premises the said parties hereto of the third part hereby respectively release and discharge the debtor, his heirs, executors and administrators, from the said debts due to them respectively, and from all actions, proceedings, claims and demands in respect thereof. Pkovided always and it is hereby expressly AGREED AND DECLARED that if default shall be made in payment of the said first instalment of the said composition according to the covenant in that behalf hereinbefore con- tained, or in meeting any of the said notes at maturity, or in case before the said instalment and notes shall be fully i)aid to the said parties hereto of the third part respectively as aforesaid, a receiving order shall be made against the debtor, or he shall present a bankruptcy peti- tion, or make an assignment of his estate for the benefit of his creditors, or any arrangement with his creditors different to this present aiTangement, then and in any of such cases the release and covenants on the part of the creditors herein contained shall be thenceforth at an end and void, and all the creditors parties hereto {w) shall respectively thenceforth be at liberty to sue for or prove for the full amount of their respective debts, less the amount which may have been received by them on account thereof under these presents or otherwise, but nevertheless this clause shall not release the said C. D. (.^•) from his liability in respect of the said notes. [^Proviso as to sureties and secured creditors as in Precedent /.] In witness, &c. First Schedule. Second Schedule. {tv) It seems right that if the composition is not paid to the trade creditors, and their debts revive, the family creditors should also be set free. {z) This proviso is often inserted, to prevent collusion between the debtor and surety: but of course there may be cases where the surety will object to its insertion. Assignment for Benefit of Creditors. 85 X. Conveyance and Assignment for benefit of Creditors, tvith Convey- proviso for carrying on the Debtor's Business. ance^and THIS INDENTURE made the day of hefelZi between A. B. of &c. carrying on business under the style creditors, r> (• » -T-. o /-N /I • n With pro- or firm of A. B. & Co. (heremafter called "the debtor") visofor of the fii-st part, C. D. of &c. and E. F. of &c. [trustees^ ^^"J^"- of the second part, and the several persons, &c, ^description debtor's of creditors as in Precedent /.] of the third part. Wit- ^olyj''' NESSETH that in consideration of the release on the part of ancJ'and the creditors hereinafter contained, the debtor as bene- ment^of ficial owner hereby conveys and assigns to the said C. D. real and and E. F. all the real and personal estate whatsoever and esTate^(ex- wheresoever of or belonging or due or owing to the debtor ^^^^ ^^^^^' (except property of a leasehold tenure and except the ' necessary wearing apparel and bedding of himself and his family). To have and to hold the said real and personal totrus- estate unto the said C. D. and E. F., as to real estate to *^^^' the use of the said C. D. and E. F. in fee simple, and as to all the premises upon trust that the said C. D. and E. F. or the survivor of them or other the trustees or trustee for the time being of these presents (all and each of whom are and is hereinafter referred to as " the trustees or trustee ") [trusts for sale, realisation and distri- upon trust button, with such incidental poicers and directions contained in *° ^?^ ^^^ -r, T , realise. Precedent I. as the case iJiat/ require, including the power of attorney^- Provided always and it is hereby expressly Proviso agreed and declared that notwithstanding: the trusts for !^^* *™^" o tecs may sale hereinbefore contained it shall be lawful for the trus- cany on tees or trustee in their or his discretion to carry on in the of debtor name of the debtor or otherwise and for such period i"«teadof as the trustees or trustee shall think fit the said busi- same" ness so carried on by him as aforesaid with a view to the gradual winding up of the same instead of imme- diately selling the same, and for the purpose of such and may carrying on and winding up to employ or authorise *"^'^"''^ 86 Precedents. Free. X. employ the debtor and others at salaries or waares, and pnr- chase or hire stock- in-trade and other chattels. While business carried on trustees to keep projjer books, and pay outgoings and ex- penses, and apply net profits as if same were mo- neys pro- duced under trust for sale. the employment of the debtor as manager of the said business and any other persons to assist therein as clerks, servants or otherwise, and to pay out of the trust moneys to the debtor and to any other person who may be so employed such salary or wages or remuneration for services rendered as the trustees or trustee shall think fit. And it is hereby agreed and declared that for the purpose of carrying on as aforesaid the said business it shall be lawful for the trustees or trustee from time to time at the expense of the trust estate to procure by purchase, hire or otherwise such stock in trade, fixtures, materials, chattels and articles as they or he shall think fit. And it is hereby agreed and declared that during such carrying on of the said business the trustees shall make or cause to be made in proper books full and true entries of all moneys received or expended by them in the course of the said business and of all transactions and matters connected with the said business, and shall pay all rents, rates, taxes and outgoings (including the expenses of insm-ance and repairs) payable in respect of the business premises, and all losses, expenses and sums of money to be incurred or become payable in respect of the said business out of any part of the trust moneys which may be available for the purpose, and shall apply the net moneys which shall be realized by the carrying on of the said business in like manner as is hereinbefore pro- vided in reference to the trust moneys the trusts whereof are hereinbefore declared. [^Release of debts, proviso as to sureties and securities, power to apjmint neic trustees, and such of the concludincj clauses of Precedent I. as may suit the case.'] In witness, &c. Schedule. Letter of Licence. 87 XI. Letter 0/ Licence ivith Covenant not to sue {a). Letter of I1C6IICG KNOW ALL MEN BY THESE PEESENTS that we the several persons, companies and partnership finns, whose names and seals are set and affixed in the schedule hereto, being creditors of \_dehtor'], Do hereby respec- Grant by tively grant to the said [clehtor'] free and absolute to*^^^°t.o^ liberty and licence for the period of six months from the of liberty- date hereof to manage and carry on his trade or business for sL^ of a merchant, and to collect, get in, realise and dispose of months. all the real and personal estate of or to which he is now seised, possessed or entitled, with a view to the gradual payment of our debts, but subject nevertheless to the provisoes hereinafter contained. And we do hereby Creditors mutually agree with each other, and do hereby respectively tf^^^e^^* covenant with the said [debtor'] that we respectively will dimng not, during the continuance of the said letter of licence, licence sue or attach the said \_dehtor'] or his estate for or on account of the debts set opposite to our respective names in the said schedule, and that these presents may be pleaded or given in evidence as a defence and answer to any action or other proceeding which may be brought, instituted or taken by us respectively against the said [debtor'] or his estate in breach of this covenant. Provided ALWAYS and we do hereby mutually agree as follows : — L All moneys from time to time realised from the and that carrying on of the said business, or from the said estate moneys (except so much as shall be actually required for current realised expenses of the business), shall be paid into the ness shall Bank to the ioint account of A. B. of &c. and 0. D. of &c. ^° ^'^^^ as a committee acting on behalf of the general body of bank to account of («) A deed of this nature ob- ment will be convenient as avoid- viously depends upon the good ing the act of banlaiiptcy created faith of the debtor, but where he by sect. 4, sub-sect, (h) of the is reliable, and the creditors wish Bankruptcy Act, 1883. to assist him, such an arrange- Free. XI. committee of credi- tors, and ap- plied in payment of divi- dends. Rights of creditors against sureties, or in re- spect of securities not to be preju- diced. Letter of licence to cease in certain events. Precedents. creditors, and shall be applied in payment of dividends on our said debts in such manner and at such times as the committee shall think fit. 2. Nothing in these presents contained shall prejudice or affect our rights against sureties, or against any person except the said [debtor'], or our rights or remedies in respect of securities held by us for our said debts, or any part thereof, but all such rights and remedies, and gene- rally all om' rights and claims, as creditors of the said \_dchtor'], shall have the same force and be subject to the same rules and obligations (as nearly as may be), as if the estate of the said \_dehtor'\ were being administered in bankruptcy. 3. If during the said period of six months a receiving order shall be made against the said \_dehtor'], or the com- mittee shall certify that owing to the unsatisfactory condition and prospects of the said business, or for any other reason, these presents ought to cease, then and in any of such cases the letter of licence and covenants on our part hereinbefore contained shall be thenceforth absolutely at an end and void (6). In witness, &c. Schedule of Creditors. [h) If tlie creditors vrisli to ex- tend the letter of licence they shoidd sign a memorandum de- claring such extension, and agree- ing that it is to take eflPect upon the same terms and conditions as the original deed. Form of Assent to Deed. 89 XII. Form o/' Assent to Deed (c). I, the undersigned, being a creditor of A. B. of &c., hereby assent to and undertake to be bound by a deed dated the day of and expressed to be made between the said A. B. (therein called "the debtor") of the first part, C. D. of &c. of the second part, E. F. of &c., Gr. H. of &c., and J. K. of &c. (being a committee of creditors) of the third part, and the creditors of the debtor who execute or in writing assent to the deed of the fourth part, whereby the debtor has conveyed all his estate (except as therein mentioned) to the said 0. D. upon trust to collect, sell, and realise the same, and divide the net proceeds (after payment of costs and expenses) among the said creditors in proportion to their respective debts ; and by the same deed the creditors release the debtor from their debts, without prejudice to their rights against sureties or in respect of securities for their debts. (Signed) (c) This fonii can be varied ac- assenting creditor the general cording to circumstances. The nature of the deed. It requires chief object is to indicate to the no stuniiD. 00 Precedents. XIII. Resolution [d) for Scheme o/' Arrangement iindt'i' Sect. 18. In the High Court of Justice. In Baukruptcj. The Bankruptcy Act, 1883. lie A. B. of . The day of . WE, the undersigned, being the statutory majority of creditors present or represented at the first meeting in this matter, held on this day, do hereby resolve to entertain the following projDOsal for a scheme of arrangement of the affairs of the above-named A. B. (hereinafter called " the debtor"), viz. : — (1) The business and estate of the debtor to be wound up and realised under the ins})ection of A. B. of &c., and C. D. of &c., with a view to the gradual payment of his debts, and for this purpose a deed to be executed by the debtor and inspectors, containing such covenants, powers and provisions [e] as the inspectors shall approve in reference to such winding-up and realisation and to the release of the debtor, or otherwise incidental to the arrangement ; and also provisions for payment in the first place of all costs, charges and expenses of and incidental to the filing of the petition and all pro- ceedings thereunder, and the preparation and passing of these resolutions, and of the resolution confirming this scheme and the approval of such scheme, and also all expenses incurred by or moneys payable to (/') the otficial receiver or Board of Trade for remimeration or other- wise, and all debts which would be payable in priority {y) (r/) Thismiist be a '■ special reso- been pruduced at this meeting," lution." See interpretation clause leaving out the remainder of the of the Act. clause. See Precedent XVIII. [e) Sometimes it will be more (/) See Rule 205. convenient to insert here "as are [g) See sect. 18, sub-sect, li of contained in a draft deed which has the Act. Resolution for Scheme of Arrangement. 91 if the estate of the debtor were being administered in Prec.xiii. bankruptcy. (2) When the debtor shall have become entitled to his release according to the terms of such deed, he is to be released [g) from all debts proved or provable under the petition, and these resolutions may be pleaded as a release accordingly. [^Signatures of Creditors.'] {ff) As the creditors will not be parties to the deed, of course the release can only be effected by the resolutions, the deed defining the terms on which the release is to take effect. See Precedent XVIII. As to the power of the creditors to grant a release or discharge by resolution under sects. 18 or 23, and the form in which such a dis- charge should probably be framed, the reader is referred to the re- marks in Chapter IV. on the case of Ee Clark, 13 Q. B. D. 426. 92 Precedents. XIV. Besolution/o/' Composition secured hy Deposit of Cash {Ji). [Title.] Ee A. B. of . The day of . WE, the undersigned, being the statutory majority of creditors present or represented at the first meeting in this matter, held on this day of , do hereby resolve that the debtor's proposal for a composition, as follows, be entertained, viz : — (1) To pay in full forthwith on the approval by the Court of this composition arrangement aU preferential debts directed by the Bankruptcy Act, 1883, to be paid in priority to other debts, and also all proper fees, costs, charges and expenses of and incidental to the proceedings under the bankruptcy petition and of and incidental to this arrangement. (2) To pay to all his unsecured creditors in respect of all debts provable under the receiving order made against him, and in full satisfaction and discharge of the same, a composition of in the £, payable within after the approval of the composition by the Court. (3) To secure the payment of the aforesaid preferential debts, fees, costs, charges and expenses, and the said composition, by a deposit of the amount required with C. D., prior to the hearing of the application to the Court to approve the composition. (4) That the said C. D. be appointed to receive and distribute the aforesaid composition at a remuneration of . {h) This and the next Precedent, from schemes which have been ac- and Precedent XVII., are taken tually approved by the Court. Resolution for Composition hij Deposit of Cash, cJT. 93 XV. Eesolution for Composition secured partly hij Bcponit of Cash and partly lnj Bills. [Title.] Ee A. B. of . The day of . WE, the undersigned, being the statutoiy majority of creditors present or represented at the first meeting in this matter, held on this day of , do hereby resolve that the debtor's proposal for a composition, as follows, be entertained, viz. : — (1) To pay in full forthwith on the approval by the Court of this composition arrangement all preferential debts directed by the Bankruptcy Act, 1883, to be paid in priority to other debts, and also all proper fees, costs, charges and expenses of and incidental to this arrange- ment. (2) To pay all his unsecured creditors in respect of all debts provable under the receiving order made against him, and in full satisfaction and discharge of the same, a composition of in the <£, payable as to shillings in the £ on the said approval by the Court, and as to the balance in two equal instalments at three and six months thereafter. (3) To secure the payment of the aforesaid preferential debts, fees, costs, charges and expenses, and the said composition, by a deposit of cash in the hands of C. D. sufficient to pay the tirst instalment, and by bills jointly signed by the debtor, and (4) That the said 0. D, be appointed to receive and distribute the aforesaid composition at a remuneration of . 94 Precedents. XYI. Eesolution/o;- Composition by Payment of Cash to Official Peeeircr. In the Higli Court of Justice. In Bankruptcy. The Bankruptcy Act, 1883. Ee A. B. of . The day of . WE, the undersigned, being the statutory majority of creditors present or represented at the first meeting in this matter hekl on this day, do hereby resolve to entertain the following proposal for a composition in satisfaction of the debts due from the above-named A. B. (hereinafter called " the debtor ") to his creditors, viz. : — (1) The debtor to pay or cause to be paid to the official receiver, within fourteen daj's after the date of the approval of this composition by the Court, a sum sufficient for pay- ment to all the creditors whose debts are proved or provable under the petition of a composition of in the £ upon their debts, and for the payment of all costs, charges, and expenses of and incidental to the filing of the petition and all proceedings thereunder, and the preparation, pass- ing and approval of these resolutions and distribution of the composition, and all expenses incurred by or moneys payable to the official receiver or the Board of Trade for remuneration or otherwise, and all debts which woidd be payable in priority if the estate of tlie debtor were being administered in bankruptcy. (2) Upon the certificate of the official receiver that there is sufficient money in his hands for payment of the said composition and for payment of all the costs, charges, expenses and moneys hereinbefore mentioned, the debtor is to be released from his said debts, and these resolutions may be pleaded as a release accordingly. Resohition for Composition hj Paymenf of Cash. 95 (3) The official receiver shall be deemed to be trustee Prec.xvi. for distribution of the sum to be paid to him as aforesaid, notwithstanding that the receiving order may be re- scinded (/) before such distribution is completed. \_Signaturcs of Ci'C(Iifo)'s.'\ (i) Rule 208 p^o^'icles that ■when a composition or scheme is sanc- tioned the Court shall rescind the I'eceiving order ; but Rule 211 i^re- serves the jurisdiction of the Court after such rescission, by providing that in case of non-payment of the composition the remedy shall be by application to the Court in its bankruptcy jurisdiction, and not by action. 96 Precedents. XVII. EESOLUTiON/or Composition .sf(??r;w/' hy Assignment of Estate. [Title.] Ee A. B. of . The day of . WE, the undersigned, being the statutory majority of creditors present or represented at the first meeting in this matter, held on this day of , do hereby resolve that the debtor's proposal for a composition, as follows, be entertained, viz.: — (1) To pay in full forthwith on the approval by the Court of this arrangement all preferential debts directed by the Bankruptcy Act, 1883, to be paid in priority to other debts, and also all proper fees, costs, charges and expenses of and incidental to the proceedings under the bankruptcy petition, and of and incidental to this arrange- ment. (2) To pay to all his unsecured creditors in respect of all debts provable under the receiving order made against him, and in full satisfaction and discharge of the same, a com- position of in the <£, payable in cash in one month from the date of such approval. (3) To secure the payment of the aforesaid preferential debts, fees, costs, charges and expenses, and the said composition, by an assignment of his estate to C. D. as trustee until such preferential debts, fees, costs, charges and expenses, and the said composition, are or is paid and satisfied, the estate to be re-assigned to the debtor by the said trustee on completion of the terms of this composition. Deed of InsjJectorship under Scheme. XVIII. Deed of Inspectorship to carry out Resolution for Scheme Deed of J, 4 , inspector- of Arrangement. ^^Jto THIS INDENTUEE made the day of Xmetf between A. B, of &c. (hereinafter called "the debtor") of ^l^^^' the one part and C. D. of &c. and E. F. of &c. of the other part. Whereas a bankruptcy petition was filed Recital of against [or by] the debtor in the High Court of Jus- ^'JjJ.'ypo. tice in Bankruptcy [or in the 'County Coui't of tition and holden at ] on the day of , and order, a receiving order was made under the said petition on the day of . And whereas at the andreso- first meeting of creditors held under the said petition g'^^'g^^ ^f on the day of the statutory majority of arrange- creditors resolved to entertain a proposal for a scheme of arrangement of the aifairs of the debtor, to the effect that the business and estate of the debtor should be wound up and realised under the inspection {k) of the said C. D. and E. F. with a view to the gradual payment of his debts so far as possible, and that for this purpose a deed should be executed by the debtor and the inspectors, containing such covenants, powers and provisions as were contained in a draft deed produced at the meeting ; And whereas a draft of these presents was produced at the said meeting. And whereas the said resolution was duly confirmed by the statutory majority of creditors at a meeting held on the day of . NOW THIS INDENTURE Covenant .by debtor WITNESSETH that in pursuance of the said resolution (if scheme and in consideration of the premises, the debtor hereby 'JJ^^ud*^^ covenants with the said C. D. and E. F. (hereinafter called up under "the inspectors"), that if the said scheme shall be duly "^^P^^ i^'^- approved by the Court he will use his utmost endeavours {k) Inspectors will probably not of inspection to a deed of assign- be held to be trustees within the ment. See also Redpath v. Wigg, meaning of sub-sects. 12 and 13 of L. R., 1 Ex. 335, and Easterbrook sect. 18 of the Act, and this may v. Barker, L. R., 6 C. P. 1. be a reason for prefcn-ing a deed L. H 98 Precedents. Prec. under and subject to tlie directions, control and advice of ;_ the inspectors to wind up his business, and collect, get in, realise and dispose of all his real and personal estate with a view to the payment of the debts due from him at the date of the said petition, and wiU for the purpose aforesaid and at the expense of the estate bring, institute, take, adopt, defend, compromise or abandon all such actions, proceed- ings or measures, and execute and sign all such deeds and documents as the inspectors may require [add from Prece- dent V. the remainder of the debtor^s covenant in reference to realising his estate — keeping books, 8^c. — also the jwicer to Agree- employ assistants, and make allourmce to debtor']. And it is ment that jj^j^j-gy AGREED AND DECLARED that all the mOUCyS which all moneys •' realised shall come to the hands or under the control of the inspec- appKedin ^oi'S in the course of the inspection shall be applied by payment qj. under the direction of the inspectors in the first place of costs of . P n 1 1 i" J • • the bank- in payment of all costs, charges and expenses oi and mci- ^roceed- Cental to the filing of the petition, and all proceedings ings and thereunder, and the preparation and passing of the said expenses, resolution and of the resolution confirming the said scheme, and the approval of such scheme, and the prepara- tion and execution of these presents, and all expenses and of incurred by or moneys payable to the official receiver preferen- £qj. remuneration or otherwise, and all debts which would tial claims, ' and sub- be payable in priority if the estate of the debtor were jectt ere- j^g-^g administered in bankruptcy, and subject as afore- said, and to the payment of all costs, charges, expenses and sums of money which may for the time being be incurred or payable in the course of the caiTying out the powers and provisions of these presents, or any of them, in rateable in or towards payment, rateably and "WTithout preference of tS^^* or priority, of all the debts due from the debtor at the debts. date of the said petition, and if there shall be any sur- SmiDlusto plus of the said moneys, the same shall belong to the debtor. debtor, his executors, administrators or assigns [add the clauses from Precedent V. as to p)ciyvnent of dividend, bring- ing and defending actions, selling, settling questions, but not the power to require verification of debts, or the clause as Deed of Inspector sM'p under Scheme. to suretie8 (/)]. Provided always and it is hereby FURTHER agreed AND DECLARED tliat if and when the inspectors shall be of opinion, and shall certify that the winding up, realization and liquidation provided for by these presents has as far as possible been concluded, these presents shall terminate, and the debtor shall thereupon become entitled to his release from the said debts {m) \_add poicer to ajyjmnt new inspectors and clause as to their indemnity']. Provided always and it is hereby ex- pressly AGREED AND DECLARED that Until the Said scheme shall be approved by the Court these presents shall have no force or operation, and further, that if the said scheme shall at any time before the same shall have been com- pletely carried out be annulled («) by the Court, then these presents shall thenceforth cease and determine. In WITNESS, &c. 99 Prec. XVIII. Provision for termi- nation of deed. Deed not to operate until scheme approved, and to cease if scheme annulled. (/) It seems clear that a statu- tory arrangement with creditors does not prejudice the rights and remedies of creditors against sui-e- ties. See Ex parte Jacobs, Law Kep., 10 Ch. App. 211. [m) See Precedent XIII. {n) See sect. 18, sub-sect. 11. It will be observed that this section preserves the validity of anything done under the scheme previously to annulment. h2 100 Precedents. XIX. Eesolution /or Couiposit/on after Bankruptcy {sect. 23). In the High Court of Justice. In Bankruptcy. The Bankruptcy Act, 1883. Re A. B. of , a bankrupt. The day of . WE, the undersigned, being the statutory majority of creditors present or represented at a meeting in this matter duly called for the purpose and held on this day, do hereby resolve to entertain the following proposal for a compo- sition in satisfaction of the debts due from the above- named bankrupt (hereinafter called " the debtor ") to his creditors, viz. : — 1. The debtor to pay or cause to be paid to the creditors respectively a composition of ten shillings in the pound upon their respective debts, by four equal instalments at the respective periods of three months, sis months, nine months and twelve months after the date of approval of this composition by the Court, such composition to be secured by the joint and several promissory notes of the bankrupt, and of A. B. of , as his surety, and such notes to be handed to the official receiver [or trustee] (o), for distribution among the creditors within fourteen days after the date of such approval. 2. Upon such approval the bankruptcy to be annulled by order of the Court, and by the same or a subsequent order the property of the debtor to be vested (^j) in him absolutely. 3. All costs, charges and expenses of and incidental to the filing of the petition and all proceedings thereunder, and the preparation, passing and approval of these resolu- (o) It will be observed that the been appointed. See sect. 21, sub- banknipt may offer a composition sect. 6, and sect. 23. either before or after a trastee has {p) See sect. 23, sub-sect. 2. Resolution for Composition after BanJcriiptcy. 101 tions and distribution of tlie composition and annulment Prec. XIX of the bankruptcy, and all expenses incurred by or moneys payable to the official receiver and trustee [q) for remunera- tion or otherwise, and all debts which would be payable in priority in bankruptcy, to be paid by the debtor. 4. The official receiver [or trustee] shall be deemed to be trustee for distribution of the said notes notwithstanding that the receiving order may be rescinded and the bank- ruptcy annulled before such distribution is completed (>•) . [^Signatures of creditors.'] {q) Of course, if no trustee has alteration, been appointed, this will require (>•) See note to Precedent XVI. 102 Precedents. Resolution for Scheme of Arrangement after Bankruptcy {sect. 23). In the Higli Court of Justice. In Bankruptcy. The Bankruptcy Act, 1883. Re A. B. of , a bankrupt. The clay of . WE the undersigned being the statutory majority of creditors present or represented at a meeting in this matter duly called for the purpose and held on this day do hereby resolve to entertain the following proposal for a scheme of arrangement of the affairs of the above-named banki'upt (hereinafter called "the debtor"), viz. : — (1) The business heretofore carried on by the debtor to be continued by him under the supervision of the trustee and committee of inspection with a view to the payment to the creditors of a composition of ten shillings in the pound in satisfaction of their debts, by such dividends, payable at such times as circumstances will admit and the committee shall direct, but so that the whole composition be paid within twelve months after the date of the approval of this scheme. (2) A deed to be executed by the debtor and the trustee and committee containing such covenants and provisions as the committee shall approve in reference to the conduct of the business and management of the estate and (so far as necessary or advisable) the realization thereof, and in reference to the application of the net proceeds of such business and estate (after payment of costs, outgoings and prior claims and of a reasonable salary to the debtor while conducting the business) in payment of the composition to the creditors, and generally in reference to the carrying out this scheme. (3) Upon approval of this scheme the bankruptcy to be annulled by order of the Court and by the same or a Resolution for Scheme after Bankruptcy. 103 subsequent order the property of the debtor to be vested Prcc. xx. in him absolutely. (4) Upon the trustee certifying within the said period of twelve months that the composition has been paid to all the creditors, or that there is sufficient money in hand to complete the payment of the composition, the debtor is to be released from his said debts, and these resolutions may be pleaded as a release accordingly. DEEDS OF AEEANCtEMENT ACT, 1887. This statute introduces a novelty into English bankruptcy law, for although the Bankruptcy Act, 1861 (sect. 192), j^rovided for the registration of deeds of arrangement as a condition precedent to their becoming binding on creditors who did not sign or otherwise assent to them, and also (sect. 194:) required all such deeds, whether in- tended to bind non-assenting creditors or not, to be registered in the Court of Bankruptcy under the jDcnalty of not being receivable in evidence, this is the first Act which has made absolutely void all arrangements between a debtor and his general creditors which are not registered as pro- vided by the Act. Having regard to the wide terms in wliich the Act defines the class of instruments which it seeks to bring within its net, it will probably be difficult to frame a precedent of any instrument which will be outside the Act, and will at the same time be of general utility ; but some remarks on this point will be found in the notes to the Act. I,. . . 1 106 Deeds of Arrangement Act, 1887. Deeds of Arrangement Act, 1887. An Act to iwovide for the Registration of Deeds of Arrangement. [16th September, 1887.] Be it enacted by the Queen's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows : Short 1. This Act may be cited for all purposes as the Deeds of Arrangement Act, 1887. Extent of 2. Tliis Act sliall not cxtcnd to Scotland. Act Com- 3. This Act shall, except as in this Act specially 2:)rovidod, come into operation on the first day of January one thousand eight hundred and eighty- mence- ment of Act. eight, which date is in this Act referred to as the commencement of this Act. Appiica- 4. — (1) This Act shall apply to every deed of tion of , . , . . IP Act. arrangement, as defined m this section, made alter the commencement of this Act. (2) A deed of arrangement to which this Act applies shall include any of the following instru- ments, whether under seal or not, made by, for, or in respect of the affairs of a debtor for the benefit of his creditors generally (otherwise than in pursuance of the law for the time being in force relating to bankruptcy), that is to say : — (a) An assignment of property ; (b) A deed of or ngreement for a composition ; Deeds of Arrangement Act, 1887. 107 And in cases where creditors of a debtor oljtain any control over his property or business : — (c) A deed of inspectorship entered into for the 2)urpose of carrying on or winding up a business ; (d) A letter of licence, authorizing the debtor or any other person to manage, carry on, realise, or dispose of a business, with a view to the payment of debts ; and (e) Any agreement or instrument entered into for the purpose of carrying on or winding- up the debtor's business, or authorizing the debtor or any other person to manage, carry on, realise, or dispose of the debtor's business, with a view to the payment of his debts. The keynote to tliis 4tli section, and, indeed, to the whole Act, must, it would seem, bo found in the words " by, for, or in respect of the affairs oi a debtor for the benefit of his creditors generally," which words require close analysis. The words " for or in respect of the affairs of a debtor," appear (unless some special disjunctive meaning is to be attributed to the word "for," by reading it as equivalent to "on behalf of ") to refer to a deed poll executed by the creditors, the debtor not being a party, as, for instance, a release given by the creditors to the debtor in consideration of an immediate payment of a composition, or a letter of licence in the form of No. XI. of the foregoing Precedents. It is true that such a deed would seem to be for the benefit of the debtor rather than of the creditors, but probably those words, "for the benefit of," are intended to have a wide application, and to cover aU cases where the creditors aro dealt with or act as a class ; and although the word " arrange- ment" naturally suggests some deed or instrument made i2 108 Deeds of Arrancjement Act, 1887. inter partes, the definition wliicli tliis section gives of a deed of arrangement clearly covers a deed poll. It may here be useful to refer to former statutes where the words "for the benefit of creditors" have been used. For instance, the 6 Geo. 4, c. 16, s. 4, and the Bankruptcy Law ConsoHdation Act, 1849, s. 68 (12 & 13 Yict. c. 106), speak of a trader executing " a conveyance or assignment by deed to a trustee or trustees, of all his estate and effects, for the benefit of all the creditors of such trader," and in the Bills of Sale Act, 1854, s. 7, and the Bills of Sale Act, 1878, s. 4, mention is made of "assignments for the benefit of the creditors of the person making or giving the same," /. e. (according to the authorities) all the creditors. Again, in the Bankruptcy Act, 1869, s. 6 (1), and in the Bankruptcy Act, 1883, s. 4 (1), which sections speak of an assignment by a debtor "for the benefit of his creditors generally," the last two words have usually been understood to be practically equivalent to "all the creditors "(«); though doubtless the words would be held to apply to an assignment by a debtor for the benefit of his trade creditors only, or by a firm for the benefit of partnership creditors only. It would seem, therefore, that sect. 4, if it stood alone, would not extend to a case of a debtor making an arrangement with or for the benefit of some only of his creditors, expressly describing them by name, as such a deed would be for the benefit of creditors "particularly," and not "generally," or as a class ; but this section must be read with sect. 19, which interprets the words "creditors generally," as incliuling all creditors who assent to or take the benefit of a deed of arrangement. This interpretation is not easy to construe, and will probably rc(|uire a judicial decision to settle its meaning, for it may be so read as to include not only such a deed as above suggested, made with a few named creditors, but also a mortgage made by a debtor of property to secure a debt due to two or more persons, for this would be an "assignment of property " within sect. 4 for the benefit of creditors who assent to it. This latter meaning can hardly have been intended, and upon the whole, the most reasonable construction would appear to be that the effect of the inter- (n) See 7?e Wood, L. E., 7 Ch. 307. Deeds of Arrangement Act, 1887. 109 pretation is to bring within the Act any deed which is, in fact, an arrangement by a debtor for liquidation either of all his debts or of a specified class of them, as, for instance, debts due to creditors above 10^., or debts due in respect of a particular business. Moreover, if these interpreting words can be stretched so as to make "general" include "particular," the Act will even apply to a deed by which a debtor, after paying in cash all his creditors except a few (who may be family creditors), agrees with those few, naming them individually, to pay them within a specified time, and gives ample security for such payment. This seems an absurd conclusion, but is (it is submitted) warranted by the Act. AVith regard to sub-sect, (a) of this section, it will be observed that sect. 4, sub-sect. 1 (a), of the Bankruptcy Act, 1883, defines as an act of bankruptcy an assignment by a debtor of "his" property (i.e., substantially all of it), for the benefit of his creditors, whereas in this sub-section the word "his" is omitted, no doubt with the intention of meeting the case of an assignment of a j)art only of the property, which if expressed to be or held to be for the benefit of "creditors generally " will be clearly within the Act. 5. From and after the commencement of this Avoidanco Act a deed of arrangement to which this Act gistered applies shall be void unless the same shall have arrange- been registered under this Act within seven clear days after the first execution thereof by the debtor or any creditor, or if it is executed in any place out of England or Ireland respectively, then within seven clear days after the time at which it would, in the ordinary course of post, arrive in England or Ireland respectively, if posted within one week after the execution thereof, and unless the same shall bear such ordinary and ad valorem stamp as is under tliis Act provided. The deed will, it is presumed, boar date on the day on 110 Deeds of Arrangement Act ^ 1887. which the first signature (be it that of the debtor or of a creditor) is affixed to it, and the seven days allowed for registration will run from that date. Probably the debtor will in most cases sign the deed first, so that there may be no discrepancy between the date of the deed and the time when it begins to operate as an act of the debtor, as might be the case if a creditor were the first to sign it. If the deed be executed (/. e., first executed) abroad and transmitted to England, the seven days will, it would seem, be reckoned from the day when the deed actually arrives, provided that the date of such arrival be such as to show that the deed must have been posted within a week after its first execution. Thus, if the deed be first executed on the 1st May in New York, from which place to England the ordinary course of post is (say) ten days, and does not arrive in England till the 21st May, it will be presumed not to have been posted within the week ending on the 8th May, and will not be registered unless further time be allowed for registration on a special application under sect. 9 of the Act. The limit of seven days seems to have been fixed from some analogy to the Bills of Sale Act, but, if so, the analogy is a false one, because a bill of sale is, practically, a complete document as soon as the grantor has signed it ; but in the case of a deed of arrange- ment the signatures of creditors are quite as much the essence of the deed as the signature of the debtor, and their signatures will seldom be obtained within the seven days. Mode of 6. The registration of a deed of arrangement tion.^ under this Act shall be effected in the following manner : — (1) A true copy of the deed, and of every schedule or inventory thereto annexed, or therein referred to, shall be presented to and filed with the registrar within seven clear days after the execution of the said deed (in like manner as a bill of sale given by way of security for the payment of money is now required to be filed), Deeds of Arrangement Act, 1887. Ill together with an affidavit verifying the time of execution, and containing a de- scription of the residence and occupation of the debtor, and of the place or places where his business is carried on, and an affidavit by the debtor stating the total estimated amount of property and liabili- ties included under the deed, the total amount of the composition (if any) pay- able thereunder, and the names and addresses of his creditors : (2) No deed shall be registered under this Act unless the original of such deed, duly stamped with the proper inland revenue duty, and in addition to such duty a stamp denoting a duty computed at the rate of one shilling for every hundred pounds or fraction of a hundred pounds of the sworn value of the property passing, or (where no property passes under the deed) the amount of composition payable under the deed, is produced to the registrar at the time of such registration. (1) The requirement that a copy, not only of the deed, but of every schedule thereto, shall be filed within seven days mU. be very difficult to comply with, because the names and signatures of the creditors are usually i^laced in the schedule, so that the time for registration will probably have to be extended in all cases, except those where the creditors are few in number and live near together, or where perhaps they will join in giving a power of attorney prospectively to some person to execute a deed already prepared, but not yet executed by the debtor, the object being that the attorney 112 Deeds of Arrangement Actj 1887. shall execute not more than seven days after execution hy the clehtor. With reference to the affidavit which the debtor is required to make as to the estimated amount of his property and liabilities, and as to the names and addresses of his creditors, it may be remarked that the Act passed in 1868, in reference to the registration of deeds of arrangement under the Bankruptcy Act, 1861, contained a provision {h) for amendment by the debtor of his statement of assets and liabilities, and the description of creditors, delivered to the registrar for purposes of registration ; the present Act con- tains no such provision, the reason probably being that the deed is not intended to bind a dissentient minority, as was the case with deeds under the Acts of 1861 and 1868, but is registered only in order to give notice to the world that a certain person has effected an arrangement with his creditors, and for this purpose it does not seem important that the debtor's estimate of property and liabilities, as presented to the registrar, may afterwards turn out to be incorrect, or that other creditors, in addition to or in substitution for those named in the affidavit, ought to be in strictness included in the statement. If a debtor who is about to present a deed for registration is liable on bills of exchange, the holders of which are unknown to him, he will probably be advised to insert a special paragraph in his affidavit in reference to such bill-holders. Forms of the affidavits to be filed in pursuance of this section are given in the appendix to the rules and orders recently issued under the Act. (2) The ad valorem duty, which is to be in addition to the ordinary stamp duty of 10s., is to be computed upon the sw^orn value of the property passing under the deed, or (as the case may be) upon the amount of composition payable under the deed, and therefore will not, it is thought, be payable upon deeds of inspectorship, which do not pass any property, although they sometimes contain a covenant by the debtor to assign property in a future event. In the not uncommon case of an assignment being made by a debtor upon trust to secure a composition (r), the duty ought to be computed on the amount of composition, just as if there were {h) ;;i & 32 Vict. c. 104, s. 1. (c) See No. 8 of the foregoing Precedents. Deeds of Arrangement Act, 1887. 113 no assignment, because the creditors can never get more than the composition ; but the Act is not clear upon this point, as, in the case put, it cannot be said that no property passes under the deed. 7. The reo-istrar shall keep a register wherein Form of , register, shall be entered, as soon as conveniently may be after the presentation of a deed for registration, an abstract of the contents of every deed of arrangement registered under this Act, con- taining the following and any other prescribed particulars : — (a) The date of the deed : (b) The name, address, and description of the debtor, and the place or places where his business is carried on, and the title of the firm or firms under which the debtor carries on business, and the name and address of the trustee (if any) under the deed : (c) A short statement of the nature and effect of the deed, and of the composition in the pound payable thereunder : (d) The date of registration : (e) The amount of property and liabilities included under the deed, as estimated by the debtor. (b) Some doubt may arise as to whether, in cases of inspectorship, the names and addresses of the inspectors must be given, but upon the whole it would seem that they ought to be considered to be trustees for this purpose. (e) This amount must probably correspond with that mentioned in the debtor's alfidavit which is to bo produced to the registrar under sect. G. A form of the abstract which lU Deeds of Aryangemcnt Act, 1887. is to be entered on tlie register is given in tlie appendix to the rules above referred to. Registrar and office for regis- tration. Rectifica- tion of register. 8. — (1) The registrar of bills of sale in England and Ireland respectively shall be the registrar for the purposes of this Act. (2) In England the bills of sale department of the Central Office of the Supreme Court of Judicature, and in Ireland the bills of sale office of the Queen's Bench Division of the High Court of Justice, shall be the office for the registration of deeds of arrangement. 9. The Court or a judge upon being satisfied that the omission to register a deed of arrange- ment within the time required by this Act or that the omission or mis-statement of the name, resi- dence, or description of any person was accidental or due to inadvertence, or to some cause beyond the control of the debtor and not imputable to any negligence on his jDart, may on the aj^plica- tion of any party interested, and on such terms and conditions as are just and expedient, extend the time for such registration, or order such omis- sion or mis-statement to be supplied or rectified by the insertion in the register of the true name, residence, or description. This section, wliicli proceeds on tlie lines of sect. 11 of tbo Bills 01 Sale Act, 1878, is a very important one, as, for the reasons given above, it is thought that applications for exten- sion of time will be numerous. It will be observed that there must have been an actual omission to register within the time required by the Act before application is made for further time, so that there is no room for a doubt, which has arisen in Deeds of Arrangement Act^ 1887. 115 similar cases (as for instance on applications for extension of time to disclaim leases under the Bankruptcy Act, 1869), •whether the application must not be made before the original time has expired (r/) ; the application will be made after such expiration, and must, of course, show the cause for extension of time, which will doubtless usually be the inability of the debtor or his solicitors to obtain the signatures of the creditors to the deed within the brief period limited by the Act, this being probably, in ordinary cases, a cause " beyond the control of the debtor, and not imputable to any negligence on his part." If the extension of time be granted, and the deed be registered within the extended time, it will thereupon cease to be void, and will take effect as if the extended time had been originally limited by sect. 5 for registration of the deed. The word " omission" is, in this section, used in two different senses ; the first being a neglect or default in regis- tering the deed, and the second a leaving out of something from the register itself. As this latter kind of omission, or the mis-statement with which it is coupled, is to be supplied or rectified only by the insertion in' the register of the true name, residence, or description of some person, it is evident that the register cannot be rectified as regards any other details or particulars referred to in sect. 7 ; it is also clear that the only " person " alluded to is the debtor or his trustee, as no names of creditors are required to be entered on the register. 10. When the time for registering a deed of Time for registra- arrangement expires on a Sunday, or other day tion. on which the registration office is closed, the registration shall be valid if made on the next following day on which the office is open. 11. Subiect to the provisions of this Act, and Office ■' ■•■ ' copies. to any rules made thereunder, any person shall be entitled to have an office copy of, or extract from, any deed registered under this Act upon {iion of Copies to Counfij Courts. 7. Upon every copy of a deed which pursuant to the Act is transmitted to a County Court registrar there shall be written copies of every indorsement or certificate written on the original deed or on the filed copy thereof. Such copies shall be signed by the proper officer of the Central Office. 8. The copy of a deed which pursuant to the Act is required to be transmitted to a County Court registrar may be transmitted to him by post, 9. The County Court registrar shall number the copies of deeds recei^'ed by him in the order in which tliey shall respectively be received, and shall file and keep them in his office. Appendix. 123 10. The County Court registrar shall keep an index, '^'^^(^^ ^o alphabetically arranged, in which he shall enter, under the County first letter of the surname of the debtor, such surname, ^^^^ with his christian name, address, and description, and the number which has been affixed to the copy. Scfire/ifs and E.rtraef><. 11. Extracts from the filed copy of a deed shall be Extracts limited to the date of execution and registration, the names, cojiy of addresses, and descriptions of the debtor and the parties to ^^"^' the deed, and a short statement of the nature and effect of the deed. 12. The County Court registrar shall allow any person Search and to search the index kept by him at any time during which in County he is required by the Coimty Court Ilules for the time Court. being to keep his office open, and to make the same extracts as are permitted by the last preceding rule upon payment by such person of the same fee as is payable in the Central Office. The County Court registrar shall also, if required, cause an office copy to be made of any copy of a deed filed in his office, and shall be entitled for making, marking, and sealing the same to the same fee as is payable for an office copy of a deed in the Central Office. The 17th day of December, 1887. (Signed) Hals bury, C. Coleridge, L. C. J. ESHER, M. E. C. E. Pollock, B. H. Manisty, J. k2 124 Appendix. APPENDIX. Xo. 1. — Affidavit of Execution htj Debtor. In the nigh Court of Justice, Queen's Bench Division. Ij , of , make oath and say as follows : — 1. The document hereto annexed marked "A." is a true copy of a deed of(«) , and of every schedule or in- ventory thereto annexed or therein referred to, and of every attestation of the execution thereof. 2. The deed was executed on the day of _ , 18 , by , the debtor, at of the clock in the fore[after]noon. I was jn-esent when the debtor executed the said deed, and saw him execute the same. 3. The said {h) resides at , and is a 4. The place or places where the business of the said is carried on is [or are] as follows : — (c) Sworn at , this ) day of , 18 . ) Before me, A commissioner to administer oaths in the Supreme Court of Judicature. {a) State whether deed of assignment of property ; deed of or agree- ment for a composition ; a deed of inspectorship ; a letter of licence or an agreement to carry on or wind up debtor's business. {b) Insert name, residence, and occupation of the debtor. {e) State also in what other names (if any) debtor carries on business. ' '1 1 L ^0 -• — Affidavit of Execution xvhere Deed is frst executed by ll^r « Creditor. In the High Court of Justice, Queen's Bench Division. I , of , make oath and say as follows : — 1. The document hereto annexed marked "A." is a true copy of a deed of («) , and of every schedule or in- ventory thereto annexed or therein referred to. 2. The deed was first executed by (b) , a creditor (who resides at , and is ), on the day of 18 , at of the clock in the fore[after]noon. I was present when the said executed the said deed, and saw him execute the same. 3. The debtor {c) , resides at , and is Appcmlir. 125 4. The place or places wliere business of the said debtor is carried ou is [or are] as follows : — {d) SVorn, &c. {(() State whether deed of assignment of property ; deed of agi'eement for a composition ; a deed of inspectorship ; a letter of licence, or an agreement to carry on or wind up debtor's business. {b) Insert name, residence, and occupation of creditor. ((■) Insert name, residence, and occupation of debtor. (r/) State also in what other names (if any) debtor canies on business. iVo. 3. — Debtor^s Affidavit In the Hig-h Court of Justice, Queen's Bench Division. I, , of , make oath and say as follows : — 1. That on the day of , 18 , I executed a deed of (a) 2. The total estimated amount of my property included under the deed is £ , and the net amount of my pro- perty included under the deed, after deducting £ , being the value (i) of secm-ities held by creditors, and required to cover debts due to them, is £ 3. The total estimated amount of my liabilities included under the deed is £ , and the net amount of my liabili- ties included under the deed, after deducting- £ , being the (c) amount covered by securities held by creditors is £'*' /' 4. {d) The total amount of the composition payable there- *, .^^^. ^ {^(^ under is . _ ''^' J* ' ^ <^ ''^^ i 5. The names of my creditors and their addresses^are con- '**T*^^6^/, tained in the schedule (signed by me) to this my affidavit. '^''^ Sworn at , this "j il ^.J^^ a^^lS^^O day of , 18 . j a^ h, ^n^rk Before me, A commissioner to administer oaths in the Supremo Court of Judicature. {(() State whether deed of assignment of property ; deed of or agree- ment for a composition ; deed of inspectorship ; a letter of licence or an agreement to carry on or wind up debtor's business. (4) The estimated surplus (if any) from securities held by creditors shoiild not be deducted from the gross amount of property. (e) This amount must correspond with the amount of securities de- ducted above. No deduction should be made in respect of the unsecured balances of partially secui'ed debts. [d) If there is no composition payable strike this clause out. 126 Appendix. SCHEDULE. Names of Creditors. Addresses. ^^ No. 4. — Form of lleyister. ^ a H f= fl a fl 0-2 i a s Amount of Property Amount of Liabili as estimated by Debtor. a sA p o Of4 o ci 'Ji sga t> tod £ I £ ties as estimated by Debtor. o ^r-f^ - -f// ^Z-B^^ c^c:^.i^^^i^ A ^rff:: ^r^.*^t^i Ajqtendu'. 127 DEEDS OF AERANGEMENT ACT, 1887. Order AS TO F RES. The Eight Honom-able Hardinge Stanley, Baron Hals- "bury, Lord High Chancellor of Grreat Britain, by and with the advice and consent of the undersigned judges of the Supreme Coiui of Judicature, and with the concurrence of the Lords Commissioners of her Majesty's Treasury, doth hereby, in pursuance and execution of the powers given by the Deeds of ibi-angement Act, 1887, and all other powers and authorities enabling him in this behalf, order and direct in manner following : — I. The fees contained in the schedule hereto are fixed and Fees, appointed to be, and shall be taken in tlie office for the registration of deeds of arrangement pursuant to the Deeds of Arrangement Act, 1887. The said fees shall, until otherwise determined by the Treasury, be taken by stamps. II. All fees payable under this Order, except fees in respect Payment of searches, inspections and ofiice copies, shall be paid at the ^* *^^^- time of registration. III. This Order shall come into operation on the first day of Com- January one thousand eight hundred and eighty- eight, menrand and may be cited as "The Order as to Fees'for Eegistration short title, of Deeds of Ai-rangement;" and expressions therein shall have the same meaning as in the Deeds of Arrangement Act Eules, 1888. SCHEDULE. Scale of Fees. Filiny. 1. Where the total estimated amount of property included under or the total amount of composition payable under a 128 Appendu. deed shall appear from the affidavit of the debtor not to exceed the following amounts, the fee on filing such deed shall be as under : — £ s. (I. Where the property does not exceed 1,000 A . . 10 Exceeds 1,000/. but „ 2,000/. ..200 2,000/. ,, „ 3,000/. .. 3 3,000/. „ „ 4,000/. ..400 Exceeds 4,000/. ..500 In every case to which the above fees do not apply 2 2. On every certificate, indorsed on an original deed, of the registration thereof 2 G 3. On every copy of a deed transmitted to a county court registrar, for every folio or part of a folio contained in such copy li" But if the total amount shall involve a fraction of a penny, then such fraction shall be charged as Id. Searches. 4. On searching the register (for every name inspected) and on inspecting the filed copy, in- cluding the limited extract to be taken pursuant to the Act and Eules 2 6 Copies. 5. On office copies and extracts of or from the filed copy of a deed, for every folio (72 words) or fractional part of a folio 6 6. On examining a copy brought in to be marked as an office copy, for every folio or fractional part of a folio 2 2/iscellaneons. 7. On all other documents and proceedings (including filing affidavits) the same fees as are payable in respect of the like documents and proceedings under the Order as to Supreme Court Fees, 1884. The 17th day of December, 1887. (Signed) Halsbury, C. Coleridge, L. C. J. ESHER, M. E. C. E. Pollock, B. H. Matstisty, J. "VVe concur, Herbert Eustace Max-^'ell, Sidney Herbert, Lords Commissioners of Her Majesty's Treasury. Appendix. 129 Tlie folloTring are the sections of the Bankruptcy Act, 1883, relating to compositions and schemes of arrangement : — Composition or Scheme of Arrangement. 18. (1.) The creditors may at the first meeting or any ad- Power for joui-nment thereof, by special resolution, resolve to entertain creditors a proposal for a composition in satisfaction of the debts due to j^n^^'^j. them from the debtor, or a proposal for a scheme of arrange- ^o approve ment of the debtor's affairs. composi- (2.) The composition or scheme shall not be binding on the tion or creditors unless it is confii'med by a resolution passed (by a ^rrange- majority in number representing tlu-ee-fourths in value of all the creditors who have proved) at a subsequent meeting of the creditors, and is approved by the Court. Any creditor -who has proved his debt may assent to or dis- sent from such composition or scheme by a letter addressed to the official receiver in the prescribed form, and attested by a witness, so as to be received by such official receiver not later than the day preceding such subsequent meeting, and such creditor shall be taken as being present and voting at such meeting. (3.) The subsequent meeting shall be summoned by the official receiver by not less than seven days' notice, and shall not be held until after the public examination of the debtor is concluded. The notice shall state generally the terms of the proposal, and shall be accompanied by a report of the official receiver thereon. (4.) The debtor or the official receiver may, after the com- position or scheme is accepted by the creditors, appty to the Court to approve it, and notice of the time appointed for hearing the application shall be given to each creditor who has proved. (5.) The Court shall, before approving a composition or scheme, hear a report of the official receiver as to the terms of the composition or scheme and as to the conduct of the debtor, and any objections which may be made by or on behalf of any creditor. (6.) If the Court is of opinion that the terms of the compo- sition or scheme are not reasonable, or are not calculated to benefit the general body of creditors, or in any case in which the Court is required under this Act where tlie debtor is adjudged bankrupt to refuse his discharge, the Court shall, or if any such facts are proved as would under this Act justify the Court in refusing, qualifying, or suspending the debtor's discharge, the Court may, in its discretion, refuse to approve the composition or scheme. I'M) Aj)pendu: (7.) If the Court approves tlie composition or scheme, the approval may be testified by the seal of the Court being attached to the instrument containing the terms of the com- position or scheme, or by the terms being embodied in an order of the Court. (8.) A composition or scheme accepted and approved in pur- suance of this section shall be binding on all the creditors so far as relates to any debts due to them from the debtor and provable in bankruptcy. (9.) A certificate of the official receiver that a composition or scheme has been duly accepted and approved shall, in the absence of fraud, be conclusive as to its validity. (10.) The provisions of a composition or scheme under this section may be enforced by the Court on application by any person interested, and any disobedience of an order of the Court made on the application shall be deemed a contempt of Court. (11.) If default is made in payment of any instalment due in pursuance of the composition or scheme, or if it appears to the Court, on satisfactory evidence, that the composition or scheme cannot in consequence of legal difficulties, or for any sufficient cause, proceed without injustice or undue delay to the creditors or to the debtor, or that the approval of the Court was obtained by fraud, the Court may, if it thinks fit, on appli- cation by any creditor, adjudge the debtor bankrupt, and annul the composition or scheme, but without prejudice to the validity of any sale, disposition, or payment duly made, or thing duly done under or in pursuance of the composition or scheme. AVhere a debtor is adjudged bankrupt under this sub-section any debt provable in other respects, which has been contracted before the date of the adjudication, shall be provable in the bankruptcy. (12.) If, under or in pursuance of a composition or scheme, a trustee is appointed to administer the debtor's property or manage his business. Part Y. of this Act shall apply to the trustee as if he were a trustee in a bankruptcy, and as if the terms "bankruptcy," "bankrupt," and "order of adjudica- tion," included respectively a composition or scheme of ar- rangement, a compounding or arranging debtor, and order approving the composition or scheme. (13.) Part III. of this Act shall, so far as the nature of the case and the terms of the composition or scheme admit, apply thereto, the same interpretation being given to the words "trustee," bankruptcy," "bankrupt," and "order of adju- dication," as in the last preceding sub-section. (14.) No composition or scheme shall be approved by the Court which does not provide for the payment in priority to other debts of all debts directed to be so paid in the distri- bution of the property of a bankrupt. Appendix. 181 (15.) The acceptance by a creditor of a composition or sclienie shall not release any person who under this Act would not be released by an order of discharge if the debtor had been adjudged bankrupt. 19. Notwithstanding the acceptance and approval of a com- Effect of position or scheme, such composition or scheme shall not be t'omposi- binding on any creditor so far as regards a debt or liability g^j^^j^^ from which, under the provisions of this Act, the debtor would not be discharged by an order of discharge in bankruptcy, unless the creditor assents to the composition or scheme. 23. (1.) Where a debtor is adjudged bankrupt the creditors Power to may, if they think fit, at any time after the adjudication, by accept _ special resolution, resolve to entertain a proposal for a com- ??°^-'^|°^^" position in satisfaction of the debts due to them under the scheme bankruptcy, or for a scheme of arrangement of the bankrupt's tifter affairs ; and thereupon the same proceedings shall be taken tank- and the same consequences shall ensiie as in the case of a y^Ppy ad- composition or scheme accepted before adjudication. •' (2.) If the Court approves the composition or scheme it may make an order annulling the bankruptcy and vesting the pro- perty of the bankrupt in him or in such other person as the CoiU't may appoint, on such terms, and subject to such condi- tions, if any, as the Court may declare. (3.) If default is made in payment of any instalment due in piu'suance of the composition or scheme, or if it appears to the Court that the composition or scheme cannot proceed without injustice or undue delay, or that the approval of the Court was obtained by fraud, the Court may, if it thinks fit, on applica- tion by any person interested, adjudge the debtor bankrupt, and annul the composition or scheme, but without prejudice to the validity of any sale, disposition, or payment duly made, or thing duly done, under or in piu'suance of the composition or scheme. Where a debtor is adjudged bankrupt under this sub-section, all debts provable in other respects, which have been contracted before the date of such adjudication shall be provable in the bankruptcy. 105. (6.) For the piu'pose of approving a composition or scheme by joint debtors, the Court may, if it thinks fit, and on the report of the official receiver that it is expedient so to do, dispense with the public examination of one of such joint debtors if he is unavoidably prevented from attending the examination by illness or absence abroad. 150. Save as herein provided the provisions of this Act Certain relating to the remedies against the property of a debtor, the provisioiis priorities of debts, the effect of a composition or scheme of r?j^.^^"jf ^ arrangement, and the effect of "a discharge shall bind the Crown. 132 Appendix. Criminal liability after dis- charge or comiDOsi- sition. 167. Where a debtor lias been guilty of any criminal offence Le shall not be exempt from being proceeded against therefor by reason that he has obtained his discharge or that a com- position or scheme of arrangement has been accepted or approved. in Court. Object of creditors' meetinH's. Terms of resolution. The following rules have been made \inder sect. 127 of the Act in reference to compositions and schemes of arrange- ment : — The numbers are those of the Consolidated Eules of 188G. Matters to 6. The following matters and applications shall bo heard be heard ^^^ determined in open Court, namely : — (h) Applications to approve a composition or scheme of arrangement. Composilion or Scheme. 195. When the creditors, pursuant to sect. 18, resolve to entertain a proposal for a composition or scheme the terms of the composition or scheme shall be settled at the first meeting or adjournments thereof. The subsequent meeting shall bo held for the purpose of confirming or rejecting the composi- tion or scheme. If the composition or scheme is rejected the meeting may proceed to appoint a trustee. 196. Every resolution for a composition, or instrument embodying the terms of a proposed composition, which is to be submitted to the Court pursuant to sect. 18 of the Act, shall, in addition to the other particulars required to be con- tained therein, specify the manner (if any) in which the pay- ments of the composition are to be secured. 197. Where the creditors have confirmed a composition or scheme the official receiver may, forthwith on the request of the debtor, or in any other case if the debtor does not within three days from the date of the confirmation apply to the Court to approve of it, make an application to the Court for the approval of such composition or scheme, whether he re- ports in favour of it or not. The official receiver shall not by making such application be deemed necessarily to approve of the composition or scheme. 198. Any person other than the official receiver who applies to the Court to approve of a composition or scheme shall, not less than ten days before the day appointed for hearing the application, send notice of the appHcation to the official receiver. 199. Whenever an application is made to the Court to ap- prove of a composition or scheme, the official receiver shall, Applica- tion by- official receiver for ap- proval of Court. Applica- tion by debtor and others. Notice of applica- tion. Appendh. 133 not less than seven days before the clay appointed for hearing the application, send notice of the application to every creditor who has proved his debt. 200. In any case in which an application is made to the Opposed Coiu't to approve of a composition or scheme, and the official applica- receiver reports to the Court any fact, matter, or circumstance ^'^"•''' which would, under sect. 18 (6) of the Act, justify the Court in refusing to approve of the composition or scheme, such application shall be deemed to be an opposed application within the meaning of paragraph (d) of sub-sect. 2 of sect. 99 of the Act. 201. In every case of an application to the Court to approve Official of a composition or scheme, the report of the official receiver, receiver's made pursuant to sect. 18 of the Act, shall be filed not less J,gP^[*^j*° than four days before the time fixed for hearing the a^Dpli- cation. 202. On the hearing of any application to the Court to Hearing approve of a composition or scheme, the Court shall, in addi- find ap- tion to considering the report of the official receiver, hear the ^^^ ' official receiver and the trustee (if any) thereon, and an appeal to the Court of Appeal shall lie at the instance of the Board of Trade, or of the trustee (if any), from any order of the Court made upon such an application. 203. No costs incurred by a debtor, of or incidental to an Costs of application to approve of a composition or scheme, shall be applica- allowed out of the estate if the Court refuses to approve the ^"*^^J*/ composition or scheme. 204. (1.) The Court before approving of a composition or Evidence scheme shall, in addition to investigating tlie other matters and order, as required by the Act, require proof that the provisions of sub-sects. (1), (2), and (3) of sect. 18 of the Act have been complied with. An order approving of a composition or scheme shall bo in the Form No. 07 in the Appendix, with such variations as circumstances may require. (2.) In the High Court the senior bankruptcy Eegistrar, and in a County Court the Eegistrar shall forthwith send notice to the Board of Trade of every order made on an ap- plication to approve of a composition or scheme, and the Board of Trade shall gazette the same. The notice shall be in the Form No. 174 (5) in the Appendix, with such varia- tions as circumstances may require, but the Board of Trade may from time to time alter such form. 205. Where a composition or scheme has been duly con- Provision firmed by the creditors as provided by sect. 18 of the Act, or ^"JJ]^" 134 Appendix. and charges. or scheme in small bankruptcies by the rules applicable thereto, such fOT costs composition or scheme shall not be approved by the Court unless the Court is satisfied, on the report of the official receiver, that provision is made for payment of all proper costs, charges, and expenses of and incidental to the proceed- ings, and all fees and percentages payable to the official receiver and the Board of Trade under the scale of fees and percentages in force for the time being. 206. The fee prescribed to be charged for and in respect of an application to the Court under sects. 18 and 23 of the Act may be allowed and paid out of the estate of the debtor in any case in which there are sufficient funds in the hands of the official receiver or trustee, as the case may be, available for the purpose. 207. At the time a composition or scheme is approved of, the Court may correct or supply any accidental or formal slip, error, or omission therein, but no alteration in the substance of the composition or scheme shall bo made. 208. When a composition or scheme is approved of, the official receiver shall forthwith put the debtor (or, as the case may be, the trustee under the composition or scheme) into possession of the debtor's property. The Court shall also rescind the receiving order. 209. In every case of a composition in which a trustee is not appointed to distribute such composition, or, if appointed, declines to act, or becomes incapable of acting, and in every case of a scheme or composition where an order has been made for an administration in a summary manner, and in which a trustee is not appointed to administer the debtor's property, or, if appointed, declines to act, or becomes incapable of acting under the terms of such composition or scheme, the official receiver shall be the trustee for the purpose of receiv- ing and distributing the composition, or for the purpose of administering the debtor's property, and carrying out the terms of the composition or scheme, as the case may be. Security 210. Where under a composition or scheme of arrangement by trustee ^ trustee is appointed to administer the debtor's property or manage his business, such trustee shall, after the composition or scheme has been approved by the Court, give security to the satisfaction of the Board of Trade in like manner as if he were a trustee in bankruptcy. If the trustee fail to give such security within the time required he may be removed by the Board of Trade. Fee on ap- plication. Correctiou of formal slii)s, &c. Proceed- ings if scheme approved. Cases in which official re- ceiver is to be trustee. under scheme Non-pay- ment of 211. Where a composition or scheme is sanctioned, and default is made in any payment thereunder, either by the Appendix. 135 debtor or the trustee (if am-), no action to enforce such composi- payment shall lie, but the remedy of any person aggrieved *^''^*^^- shall be by application to the Court. 212. "WHiere a composition or scheme is annulled, the pro- Vesting of perty of the debtor shall, unless the Court otherwise directs, property forthwith vest in the official receiver to whom the estate was ^^^ annul- originally assigned, without any special order being made or ^j^ jo^g*. necessary. tion. 213. Where a composition or scheme is annulled, the trustee Annul- under the composition or scheme shall pay over and account ™®"'' ^\ . for to the trustee under the bankruptcy any moneys or pro- ^j^n! perty of the debtor which have come to his hands. 214. "WTiere under any composition or scheme provision is Dividends made for the payment of any moneys to creditors entitled under _ thereto, and any claim, in respect of which a proof has been tio^^o?^" lodged, is disputed, the Court may, if it shall think fit, direct scheme, that the amount which would be payable upon such claim, if established, shall be secured in such manner as the Court shall direct, until the determination of the claim so disputed ; and on the determination thereof, the sum so secured shall be paid as the Court may direct. 215. Every person claiming to be a creditor under any Proof of composition or scheme of arrangement who has not proved debts in his debt before the approval of such composition or scheme, composi- shall lodge his proof with the trustee thereunder, if any, or, if there is no such tnistee, with the official receiver, who shall admit or reject the same. And no creditor shall be entitled to enforce payment of any part of the sums payable under a composition or scheme unless and until he has proved his debt, and his proof has been admitted. 216. All rules relating to compositions or schemes of Composi- arrangemenfc under sect. 1 8 of the Act shall, so far as tions and applicable, apply to compositions or schemes of arrangement schemes under sect. 23 of the Act. ^^^.^^ 23. The Eules of 1886 contain in an Appendix (Part I.) many forms relating to procediu-e in cases of compositions and schemes of arrangement. Instead of printing those forms in full, it is thought that a reference to them by their numbers will suffice for all practical purposes, as statutory arrange- ments are only a subordinate part of this work. The following are the numbers:— 67, 68, 69, 70, 71, 77, 88, 89, 94, 9.3, 96, 98, 103, 101, 10.5, 111, 112, 12.5, 156, 157, 159. Tho numbers of tho forms relating to compositions or schemes in cases of summary admiuinistration under sect. 121 of tho Act aro omitted. INDEX. Accession to Deed, 8, 14 AccorNT.^'T, trustee or inspector, -53, oS AcTioxs, po'wer to bring or defend, o7, 48, 54 .\JS-^-ULLIXG, 90, 100, 102 Aebiteatiox, disputes may be settled by, o~, 48, o4 Assent to Deed, 8, 14, 8U ASSIGNME^'T, of real and personal estate, o-i, 41, 4j of personal estate to secure composition, 79 of personal estate (sbort), 52 bow far an act of bankruptcy, 7, 12, 17 Attorney, power of, 37, 43, 49, 54, (33, 71 by creditors to execute deed. 111 Avoidance, of deed in certain events, 4, 24, 25, 65, 74 of release, 84 of coTenants, 77, 84, 88 Bankruptcy, rules in, and law of, to bo followed, 35, 42, 47, 48, 52, 59, 70 avoidance of deed in case of, 4, 24, (55, 75 bow far deed act of. 3. 12. 1-7 " Benefit of Creditors," meaning of, 108 Bills of Sale Act, registration under, not necessary, 13 L. . . ^ 138 Index. Business, power to continue, 17, 20, 21, 80, 85, 87 insi^ection of, 20, 55 covenant to carry on or wind uj), 68 winding-up under sclieme, 90 Committee, appointment of, 16, 33, 41, 45 powers of, 36, 39, 44, 48 majority may act, 40 appointment of new members of, 40 Communication, of deed to creditors, 10, 11 Composition, deeds of, 76, 79, 82 resolutions for, 92, 93, 94, 96, 100 statutory rules relating to. See Appendix secured by assignment, 79, 96 surety, 82 cast and bills, 93 cash only, 92, 94 Contracts, power to complete or rescind, 37, 48 how trustees should make, 17 Conveyance. See AssiGNiiENT. Copyholds, covenant to surrender, 35 effect of general conveyance on, 35 (note h) Costs, provisions for payment of, 35, 42, 46, 52, 59 of trustees where deed void, IS in cases of composition, 79, 92, 93, 94, 96 Covenants, by creditors not to sue, 4, 16, 21, 43, 49, 56, 69, 76, 83, 87 for release of debts, 4, 44, 50, 64, 74, 77, 83 for postponement of claims, S3 by debtors to carry on business, and collect and realise estate, 57, 69, 97, 98 to assign estate, 23, 63, 73 to pay composition and costs, 79 Index. 139 Creditoes, definition of, in deed, 14, 33 under Deeds of Arrangement Act, 108 " Creditors Gener-vlly," meaning of, 108, 109, 120 Debtor, power to employ, 86 payment of allowance or salary to, 37, 48 Debts, payment of jjreferential, 34, 42, 47, o2, bd, 70, 101 rateable payment of, 35, 42, 47, 59, 70 verification of, 36, 43, 47, 01 Deeds of Arrangement Act, 105 rules under, 121 Discharge, by scheme or resolution, 27, 28, 91, 94 provisions for, in deeds, 44, 50, 64, 74, 83, 99 joint or separate, 50 Dissentient Creditors, j)ower to settle with, 40, 67 Dividends, payment of, 35, 43, 47, 52, 60, 70, 88 retention of, 60 Inspectors, powers of, 61, 71 appointment of new, 66 not answerable for debtor, 66 not trustees, 32, 97 Inspectorship, deed of, 55, 68, 97 provision for termination of, 24, 65, 74 cUfferent kinds of, 20, 21, bo, 68 Joint Estate, administration of, 48, 59 Leaseholds, exception of, from assignment, 15, 34, 41, 46 declaration by debtor as to, 37, 43, 49 140 Index. LiCEXCE, letter of, 21, 87 Meetixg or Creditoks, power to call, 16, 39, ol, G<5, 74, SI effect of resolution passed at, 39, -31, 75 Mortgagee:!, power to settle with, 36, 46, bo, 62 j)ay interest to, 36 Notice, of suspension of payment, 7 of second meeting in comjiosition, 111 of ap2:)lication to sanction composition, 112 Official Receiver, direction to pay remuneration of, 90, 94 under resolution for composition, 94, 101 P^UITXERS, assignment by, 4.3 inspectorsliip, deed by, bo composition, deed by,, 76 secured creditors of, b, oO, 62 Postponement, of claims by creditors, 6, S3 Preferential Claims, payment of, 34, 42, 47, 09, 70, 90 must be paid under statutory composition, 30, 90 Promissory Notes, for payment of composition, 3, 76, 100 recital of delivery of, 76, 82 effect of non-payment of, 77, 84 Receiving Order, effect of, on com^wsition, 77, 84 on inspection, 6.3, 73 jirovision for rescinding, 9'5, 101 Pegister, under Deeds of Arrangement Act, 113 inspection of, 116 Index. ] i 1 EEGISTiiATIOX, under Bills of ^>ale Act not necessary, lo. under Deeds of Arrangement Act compulsory, 109 mode of, 110, 111 extension of time for, 114 in County Court, 117 Eelease, of debts, immediate, 4, 16, 38, 54, 81 on certificate of trustee and committee, 10, 44, oO trustee in bankruptcj', 103 inspectors, 64, 74, 99 official receiver, 94 on payment of composition, 4, 77, 83, 103 joint or separate, uO Eesolutiox, for composition, 92, 93, 94, 96, 100 for scheme of arrangement, 90, 102 of creditors under deed, 16, 39, o\, 6j, 74, 81 Eevocation, of deed of assignment, 9, 10, 12 Salary, payment of, to persons employed, 37, 48 Scheme op Arrangement, deed carrying out, 97 resolution for, 90, 102 Securities, reservation of rights under, 4, j, 38, oO, 62, 72, 77, 78, 88 Separate Estate, administration of , 48, 59 Stamp Duty, HI Sureties, reservation of rights against, 4, 38, 50, (52, 72, 77, 78, 88 Surety, in composition deed, 82 in resolution for composition, 100 Surplus, debtor to be entitled to, 35, 43, 47, 52, 59 L. . . M 142 Index. Trustees, costs of, IS powers of, 36, 47, 48 appointment of new, 39, 40 removal of, 40 remuneration of, 37, 48 Trusts, in deed of assignment for sale and collection, 34, 42, 46, 52 for debtor until default, 80 for division of net proceeds, 34, 42, 46 for management of business, 86 Value, of securities, bow determined, 38, ol, 62, 72 Verification of Debts, 36, 43, 47, o3, 61, 72 Wages, payment of, 34, 47, 52 Winding-up, of business under inspection, 68, 81, 97 C. F. EOWOETH, PEINTEE, GEEAT NEW STEEET, FETTEE LANE, E.G. THE DEEDS OF ARRANGEMENT ACT RULES, 1888." RULE. In Form No. 3, in the Appendix to the Deeds of Arrangement Act Rules, 1888, the foUoiving paragraph shall be substituted for paragraph 5 : — " The names of my creditors, with their addresses, and the amount of debt due to or claimed by each of such creditors, are contained in and shown by the Schedule (signed by me) to this my affidavit." Schedule. 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" Tliis edition may be commended to the profession as comprehensive, acciirate and practical." — Solicitoi's' Journal. ARTICLED CLERKS.— Rubinstein and Ward's Articled Clerks' Handbook. — Being a Concise and Practical Guide to all the Steps Necessary for Entering into Articles of Clerkship, passing the Pre- luninary, Intermediate, Final, and Honours Examinations, obtaining Admission and Certificate to Practise, with Notes of Cases Third Edition. By J. S. Rubinstein and S. Waed, Solicitors. 12mo. 1881. 4s, " No articled clerk should be without it."— Laiv Times. ASSETS, ADMINISTRATION OF.— Eddis' Principles of the Administration of Assets in Payment of Debts. — By Aethue Shelly Eddis, one of Her Ma jestv'sCoimsel. Dcmv8vo. 1880. 6s. AUSTRALASIAN COLON I ES,— Wood's Laws of the Australasian Colonies as to the Administration and Distribution of the Estate of Deceased Persons ; with a Preliminaiy Part on the Foundation and Boundaries of those Colonies, and the Law in force in them. By John Dennistoun Wood, Esq., Barrister-at-Law. Royal 12mo. 1884. 6s. AVERAGE, — Hopkins' Hand-Book of Average, to which is added a Chapter on Arbitration. — Fourth Edition. By Manley HoPiaNS, Esq., Author of "A Manual of Marine Insurance," &c. DemySvo. 1884. Ills. " The work is eminently practical, and exhibits the results of practical experience in every branch of the subject with which it deals, and the book may properly find its place in the library of every la^ryer who occupies himself with ships and shipping." — Law Journal. %* All standard LaiD Works are kept in Stock, in laic calf and other bindings. 119, CHAXCERT LANE, LONDON, W.C. AVERAGE— continued. Lowndes' Law of General Average. — English and Foreign. Fourth Etlition. By Richaed Lcwndes. Author of "The Law of Marine Insurance," &c. Royal 8vo. 188S. 1/. lOi. BALLOT. — Fitzgerald's Ballot Act. — "With an Introduction. Forming a Guide to the Procedure at Parliamentary and Municipal Elections. Second Edition. By Geeaud A. R. Fitzgerald, M.A., Esq., Bar- rister-at-Law Fcap. Svo. 1876. 5s. 6^/. BANKING.— Walker's Treatise on Banking Law. — Second Edition. By J. D. "Walker, Esq., Barrister-at-Law. Demy 8vo. 1885. 15s. BANKRUPTCY.— Chitty's Index, Vol. \.~Vidc "Digests." Haynes' Lectures on Bankruptcy; originally delivered before the members of the Liverpool Law Students' Association. By John F. Haynes, LL.D. Royal 12mo. 1884. 5s. Lawrance's Precedents of Deeds of Arrangement between Debtors and their Creditors ; including Forms of Resolutions for Compositions and Schemes of Arrangement under the Bankruptcy Act, 1883. Second Edition. With Introductory Chapters. By G. "W. Laweance, M.A.,Esq., Barrister-at-Law. Svo. 1886. 7s. 6d. " Will be of much use to the practitioner." — Law Quarterly Review, April, 188S. " A .small but useful coUection of precedents by a draftsman very familiar with the subject." — Law Journal. Rigg's Bankruptcy Act, 1883, and the Debtors Act, 1869, with the Rules and Forms belonging thereto, and the Bills of Sale Acts, 1878 and 1882. Edited with a Commentary. By James McMullenRigg, Esq., Barrister-at-Law. Royal 12mo. 1884. IQs.M. Williams' Law and Practice in Bankruptcy,— Comprising the Bankruptcy Act, 1883, the Bankruptcy Rules, 1886, the Debtors Acts, 1869, 1878, and the Bills of Sale Acts, 1878 and 1882. Fourth Edition. By R. Vaughan Williams, W. Vaughan Williams, and EdwaedWm.Haxsell, Esqrs.,Barristers-at-Law. Roy. Svo. 1886. 28s. " The volume is broug-ht quite up to date, and we can recommend it as a safe and useful guide to practitioners." — Law Quarterly Review, January, 18S7. "Is a work of authoi-ity, and it expounds the principles affecting bankruptcy jurisdiction, lays down the law, and supports all propositions by decided cases, which are digested with neatness and accuracy. In this fourth edition the author and editors have brought everything up to the date of publication, and the edition will sustain, if not increase, the reputation of its predecessors." — Law Times. BILLS OF EXCHANGE.— Chalmers' Digest of the Law of Bills of Exchange, Promissory Notes, and Cheques. Third Edition, containing the Bills of Exchange Act, 1882, with commentary thereon. By His Honom- Judge Chalmers, Draughtsman of the Bills of Exchange Act, 1S82, '&c. Demy Svo. 1887. 16s. " Each section having appended to it illustrations in the nature of short statements of decided cases. These are prepared with that skilful conciseness of which the learned judge is a master." — Law Times, July 2, 1887. " This excellent work is unique. As a statement and explanation of the law, it will be found singularly useful." — Solicitors' Journal, October 6, 1887. BILLS OF SALE.— Fithian's Bills of Sale Acts, 1878 and 1882. With an Introduction and Explanatory Notes showing tlie changes made in the Law with respect to Bills of Sale, together with an Appendix of Precedents, Rules of Court, Forms, and Statutes. Second Edition. By Edward William Fituian, Esq., Barrister-at- • Law. Royal 12mo. 1884. 6s. " The notes appear thorougldy reliable." — Law Times. *.)* All standard Law Works are kept in Stock, in law calf and other bindings. A 2 4 STEVENS AND SONS' LAW PUBLICATIONS. BOOK-KEEPING.— Matthew Hale's System of Book-keeping for Solicitors, containing a List of all Books necessary, with a compre- hensive description of their objects and iises for the purpose of Drawing Bills of Costs and the rendering of Cash Accounts to clients ; also showing how to ascertain Profits derived from the business ; with an Appendix. Demy 8vo. 1884. os. 6d. "We think this is by far the most sensible, useful, practical little work on solicitors' book-keeping that we have seen." — Law Students' Journal. BUILDING SOCIETIES.— Wurtzburg on Building Societies.— The Acts relating to Bviilding Societies, comprising the Act of 1836 and the Building Societies Acts, 1874, 187.5, 1877, and 1884, and the Treasury Eegulations, 1884 ; with an Introduction, copious Notes, and Precedents of Rules and Assurances. By E. A. Wuetzbueg, Esq., Bari'ister-at-Law. Royal l'2mo. 1886. 7«. Qd. " Mr. Wiu'tzburg's work is clearly and sensibly done." — Law Quarterly Review. " The work presents in brief, clear, and convenient form the whole law relating to Building- Societies." CANALS.— Webster's Law Relating to Canals ; Comprising a Trea- tise on Navigable Rivers and Canals ; and includmg all Legislation to the close of the last Session of Parliament, together with the Pro- cedure and Practice in Private Bill Legislation ; with a coloured Map of the existing Canals and Navigations in England and Wales. By RobeetCWebstee, LL.B.,Barrister-at-Law. Demy8vo. 1885. 11. Is. CARRIERS. — Browne on Carriers, — A Treatise on the Law of Carriers of Goods and Passengers by Land and Water. By J. H. B. Beowxe, Esq., Barrister- at- Law. 8vo. 1873. 18«. Carver's Treatise on the Law relating to the Carriage of Goods by Sea. — By Thomas Gilbeet Caevee, Esq., Barrister-at-Law. Royal 8vo. 188.5. 32s. " A careful and accurate treatise." — Law Quarterly Review, No. 5. " There can be no question that Mr. Carver has produced a sound and useful treatise on the branch of mercantile law upon which he has set himself to write." — Law Journal. " Tart I. deals with the Conti-act, Part II. with the Voyage, and Part III. with the Delivery. All three subjects are treated with consummate care, added to a literary skill of "no mean order The work has the rare merit of being within the limits of a student's capacity, and at the same time useful to the Admiralty practi- tioner." — Laiv Times, CHAMBER PRACTICE.- Archibald's Practice at Judges' Cham- bers and in the District Registries in the Queen's Bench Division, High Court of Justice ; with Forms of Summon,ses and Orders. Second Edition. By W. F. A. ARCHIBALD, Esq., Bar- rister-at-Law, and P. E. Vizaed, of the Summons and Order De- partment, Royal Courts of Justice. Royal I'imo. 1886. 15*. " Cannot fail to be of the greatest service to practitioners." — Solicitors' Journal. " In its pre.sent foi-m it is undoubtedly a valuable handbook of the practice in the Queen's Bench Di\'ision Chambers, before either a jury or master, or before a district registrar The work, as a whole, seems thoroughly complete." — Latv Times. " Contains a great many forms of summonses and orders of much use to the prac- titioner. The comments on the law are in general clear and ti-ustworthy." — Lazv Journal. CHANCERY, and Vide "Equity." Daniell's Chancery Practice. — The Practice of the Chancery Division of the High Court of Justice and on appeal therefrom, being the Sixth Edition of Daniell's Chancery Practice, with alterations and additions, and references to a companion Volume of Forms. By L. Field, E. C. Dunn, and T. Ribton, a.ssisted by W. H. Uejohn, Barristers-at-Law. 2 vols, in 3 parts. Demy 8vo. 1882-84. 6^. 6s. " There is to be found, in eveiy part of the book we have examined, evidence of great care. . . . It is exactly what it professes to be — a concise and careful digest of the practice." — Solicitors' Journal. " A complete, trustworthy, and indispensable guide to the practice of the Chancery Division." — Law Times. *^* All standard Law Works are kept in Slock, in laic calf and other bindings. 119, CHANCERY LANE, LONDON, W.C. 5 CHANCERY— continued. Daniell's Forms and Precedents of Proceedings in the Chancery Division of the High Court of Justice and on Appeal there- from. Fourth Edition. With Summaries of the Ruk^s of the Supreme Court, Practical Notes and References to the Sixth Edition of "Daniell's Chancery Practice." By Chaeles Bueney, B.A. Oxon., a Chief Clerk of the Hon. Mr. Justice Chitty. Royal 8vo. 1885. 21. lOs. " Mr. Burney appears to have performed the laborious task before him with great success." — Law Journal. " Many of the chapters have been revised by persons specially qualified to deal -n-ith their contents." — Law Quarterly Etview, July, 18S5. Morgan's Chancery Acts and Orders. — The Statutes, Rules of Court and General Orders relating' to the Practice and Jurisdiction of the Chancery Division of the High Court of Justice and the Court of Appeal. With Copious Notes. Sixth Edition. By the Right Hon. Geoege Osboexe Moegan, one of Her Majesty's Counsel, and E. A. WuEXZBUEG, Barrister-at-Law. Royal 8vo. 1885. 11. 10s. " This work we have had in constant use for the last few weeks, and we have no hesitation in saying that the present state of the Harmonious Whole, so far as relates to the C'lianceiy Di\'1sion, is made to appear as intelligible as under the chcumstances can reasonably be expected." — Laiv Quarterly Ile.view, Juljs 1885. Peel's Chancery Actions. — A Concise "JTreatise on the Practice and Procedm-e in Chancery Actions under the Rules of the Supreme Court, 1883. Third Edition. By Sydney Peel, Esq., Barrister- at-Law. Demy 8vo. 188.3. 8s. 6d. " The book vrHl give to the student a good general view of the effect on Chancery practice of the Judicature Acts and Orders." — Solicitors' Journal. CHARITABLE TRUSTS,— Mitcheson's Charitable Trusts.— 'The Jurisdiction of the Charity Commission ; being the Acts conferring such jurisdiction, 1853 — 1883, wdth Introductory Essays and Notes on the Sections. By Richaed Edmund Mitcheson, M.A., B.C.L., Bariister-at-Law. Demy 8vo, 1887. 18.s. " A very neat and serviceable hand-book of the Law of the Charity Commissioners." — Law Journal, August 13, 1887. " The cases appear to have been very carefully noted up, and the introductory portion of the work comprises very useful chapters on ' Charitable Uses ' and the * Gy-pris ' doctrine. . . We can congratulate Mr. Mitcheson on his valuable produc- tion."— /-rjw Times. Auffust 6, 1887. CHARTER PARTIES.— Carver.— TiWe "Carriers." VJood.— Vide " Mercantile Law." COLLISIONS,— Marsden's Treatise on the Law of Collisions at Sea. — With an Appendix containing Extracts from the Merchant Shipping Acts, the International Regulations for preventing Col- lisions at Sea ; and local Rules for the same pui'i^ose in force in the Thames, the Mersey, and elsewhere. Second Edition. By Regi- nald G. Maesden, Esq., Barri.ster-at-Law. Demy 8vo. 1885. II. Is. COMMERCIAL LAW.— The French Code of Commerce and most usual Commercial Lav\/s. — With a Theoretical and Practical Commentary, and a Compendiimi of the Judicial Organization and of the Course of Procedure before the Tribunals of Commerce ; to- gether with the text of the law ; the most recent decisions, and a glossary of French judicial terms. By L. Goieand, Licencio en droit. Demy 8vo. 1880. 27. 2s. COMMON LAW,— Ball's Short Digest of the Common Law; being the Principles of Torts and Contracts. Chiefly founded upon the Works of Addison, with Illustrative Cases, for the use of Students. By W. Edmund Ball, LL.B., Barrister-at-Law. Demy 8vo. 1880. lO.v. Chitty's Archbold's Practice of the Queen's Bench Division of the High Court of Justice and on Appeal therefrom to the Court of Appeal and House of Lords in Civil Proceedings. Fourteenth Edition. By Thomas Willes Chitty, assisted by J. St. L. Leslie, Barristers-at-Law. 2 vols. Demy 8vo. 1885. 'il.l3s.6d. *^* All standard Law Works are kept in Stock, in law calf and other binding!. 6 STEVENS AND SONS' LAW PUBLICATIONS. COMMON LA\N— continued. Chitty's Forms. — Vide " Forms." Fisher's Digest of Reported Decisions in ail the Courts, witJT a Selection from the Irish ; and references to the Statutes, Rules and Orders of Courts from 1756 to 1883. Compiled and arranged by John Mews, assisted by C. M. Chapman, Harry H. "W. Sparham and A. H. Todd, Barristers-at-Law. In 7 vols. Royal 8vo. 1884. 12/. 12«. \* Annual Supplements, for 1884, 12*. 6d. 1885, \5s. 1886, 15.«. This latest Digest of Common-Law Cases (founded on Fisher^ s Digest, and covering the decisions down to 1884) is by far the best digest ever published. It is superior to Harrison, and pre^dous Editions of Fisher, because it has — 1 . A new and better division into topics and sub-topics. 2. A more logical arrangement of cases under each topic. 3. A concise statement of facts, and a clear synopsis of the decision in each case. 4. A much more complete system of cross-references. 5. One alphabetical arrangement down to 1884. This digest is so full, that it is almost equal to ha\dng a complete col- lection of the English Common Law Reports. Napier's Concise Practice of the Queen's Bench and Chancery Divisions and of the Court of Appeal, with an Appendix of Questions on the Practice, and intended for the use of Students. By T.Bateman Napier, Esq., Barrister-at-Law. Demy 8vo. 1S84. 10s. Smith's Manual of Common Law.— For Practitioners and Students. Comprising the Fundamental Principles, with useful Practical Rules and Decisions. By Josiah W. Smith, B.C.L., Q.C. Tenth Edition. By J.Trustram, LL.M., Esq., Barrister-at-Law. 12mo. 1887. 14s. "Mr. Trustram seems to have performed his task of editing -well, and has hrought the work well down to date." — Tha Jurist, June, 1887. COMMONS AND I NCLOSU RES.— Chambers' Digest of the Law relating to Commons and Open Spaces, including Public Parks and Recreation Grounds. By George F. Chambers, Esq., Barrister- at-Law. Imperial 8vo. 1877. 6s. 6d. COMPANY LAW.— Palmer's Private Companies, their Formation and Advantages ; being a Concise Popular Statement of the Mode of Converting a Business into a Private Company, and the Benefit of so doing. With Notes on "Single Ship Companies." Sixth Edition. By F. B. Palmer, Esq., Barrister-at-Law. 12mo. 1887. Mt, 2s. Pa\mer.— ride "Conveyancing" and "Winding-up." Palmer's Shareholders' and Directors' Legal Companion,— A Manual of every-day Law and Practice for Promoters, Shareholders, Directors, Secretaries, Creditors and Solicitors of Companies, under the Companies Acts, 1862 to 1886. Sixth Edition. With an Appendix on the Conversion of Business Concerns into Private Companies. By F. B. Palmer, Esq., Barrister-at-Law. 12mo. 1887. JSiet, 2s. 6d. Thring, — Vide "Joint Stocks." COMPENSATION.— Cripps' Treatise on the Principles of the Law of Compensation. Second Edition. By C. A. Cripps, Esq., Barrister-at-Law. Demy Svo. 1884. 16s. " A complete treatise on the subject in -which it professes to deal."—Lmv Times. COMPOSITION DEEDS.— Lawrance.— n(?c "Bankruptcy." CONTINGENT REMAI NDERS.— An Epitome of Fearne on Contingent Remainders and Executory Devises. Intended for the Use of Students. By W. M. C. Post 8vo. 1878. 6s. 6d. *** All standard Law Works are kept in Stock, in law calf and other bindings. 119, CHANCERY LANE, LONDON, W.C. CONTRACTS.— Addison on Contracts. Being a Treatise on the Law of Contracts. Eighth Edition. By Horace Smith, Esq., BaiTister-at-Law, Recorder of Lincoln, Author of "A Treatise on the Law of NegUgence," &c. Royal 8 vo. 1883. 2/. 10«. " To the present editor must be given all praise which untiring industrj- and in- tellig-ent research can command. He has presented the profession with the law broug-ht down to the present date clearly and fully stated." — Law Times. " This edition of Addison will maintain the reputation of the work as a satisfactory guide to the vast storehouse of decisions on contract law." — Solicitors' Journal. Fry, — Vide "Specific Performance." Leake on Contracts.— An Elementary Digest of the Law of Con- tracts. By Stephen Maetest Leake, Barrister-at-Law. Demy 8vo. 1878. 1/. 18.S.. Pollock's Principles of Contract.— Being a Treatise on the General Principles relating to the Validity of Agreements in the Law of England. Fourth Edition. By Fbedeeick Pollock, Esq., Barrister- at-Law. Demy 8vo. 1885. 1/. 8«. Smith's Law of Contracts.— Eighth Edition. By V. T. Thompson, Esq., Barrister-at-Law. Demy 8vo. 1885. U. Is. " The best introduction to the law of contracts which can be put before the student." — Law Journal, Jan. 31, 1885. CONVEYANCING.— Dart,— Tl(fe " Vendors and Purchasers." Greenwood's Manual of Conveyancing. — A Manual of the Practice of Conveyancing, showing the present Practice relating to the daily routine of Conveyancing in Solicitors' Offices. To which are added Concise Common Forms and Precedents in Conveyancing. Seventh Edition. Edited by Haeey Geeenwood, JVI.A., Esq., Barrister-at-Law. Demy 8vo. 1882. 16s. " We should hie to see it placed by his principal in the hands of every articled clerk. One of the most useful practical works we have ever seen."— iaw Students' Journal. Humphry's Common Precedents in Conveyancing.— Adapted to the Conveyancing Acts, 1881-82, and the Settled Land Act, 1882, &c., together with the Acts, an Introduction, and Practical Notes. Second Edition. By Hugh M. HtrMPHEY, M.A., Esq., Barrister- at-Law. Demy 8vo. 1882. 12s. Qd. Morris's Patents Conveyancing.— Being a Collection of Precedents in Conveyancing in relation to Letters Patent for Inventions. Arranged as follows: — Common Forms, Agreements, Assignments, Mortgages, Special Clauses, Licences, Miscellaneous ; Statutes, Rules, &c. With Dissertations and Copious Notes on the Law and Prac- tice. By Roeeet Moeeis, M.A., Barrister-at-Law. Royal 8vo. 1887. \l. OS. " Contains valuable dissertations, and useful notes on the subject with which it deals We think it would be difficult to sug-gcst a form which is not to be met with or capable of being prepared from the book before us. To those whose busmess lies in the direction of letters patent and inventions it will be found of great service Mr. Morris' forms seem to us to be well selected, well arranged, and thoroughly prac- tical." — Law Timex, August 20, 18S7. Palmer's Company Precedents. — For use in relation to Companies subject to the Companies Acts, 1862 to 1883. Arranged as follows : — Agreements, Memoranda and Articles of Association, Resolutions, Notices, Certificates, Prospectus, Debentui-es, Pohcies, Private Companies, Writs, Petitions, Judgments and Orders, Wind- ing-up, Reconstruction, Amalgamation, Airangements, Special Acts. With Copious Notes. Fourth Edition. By Feancis Beau- FOET Palmee, Esq., Barrister-at-Law. Royal 8vo. {In preparation.) " In company drafting it .stands unrivalled."— Zau; 'Times. *^* All standard Law Works are Jcept in Stock, in law calf and other bindings. 8 STEVENS AND SONS' LAW PUBLICATIONS. COH\/EYANC\HG— continued. Prideaux's Precedents in Conveyancing— Witt Dissertations on its Law and Practice. Thii-teenth Edition. By Eredeeick Pri- DEAUX, late Professor of the Law of Real and Personal Property to the Inns of Court, and John Whitcombe, Esqrs., Barristers-at-Law. 2 vols. Eoyal 8vo. ISSo. 3/. 10s. " The most useful work out on Conveyancing-." — Laiv Journal. " This work is accurate, concise, clear, and comprehensive in scope, and we know of no treatise upon conveyancing which is so generally useful to the practitioner." — Law Timen. " The conciseness and scientific precision of these Precedents of the Future are at once pleasing and startling." — Law Magadne. Turner's Duties of Solicitor to Client as to Partnership Agree- ments, Leases, Settlements, and Wills. — By Edwaed F. Turner, Solicitor, Lecturer on Ileal Property and Conveyancing, Author of ' ' The Duties of Solicitor to Client as to Sales, Pirrchases, and Mortgages of Land." (Published by permission of the Council of the Incorporated Law Society.) Demy 8vo. 1884. lO.s. 6rf. " The work has oiu- full approval, and -will, we think, be foimd a valuable addition to the student's libraiy." — Law Students' Journal. CONVICTIONS.— Paley's Law and Practice of Summary Con- victions under the Summary Jurisdiction Acts, 1848 and 1879; including Proceedings preliminary and subsequent to Con- victions, and the responsibility of convicting Magistrates and their Officers, with Forms. Sixth Edition. By W. H. Macnamara, Esq., Barrister-at-Law. Demy Svo. 1879. 1^. 4s. COPYRIGHT,— Slater's Law relating to Copyright and Trade Marks, treated more particularly with Reference to Infringe- ment; forming a Digest of the more important English and Ameri- can decisions, together with the Practice of the English Courts and Forms of Informations, Notices, Pleadings, and Injunctions. By John Herbert Slater, Esq., Barrister-at-Law. Demy 8vo. 1884. 18s. CORONERS.— Jervis on the Office and Duties of Coroners,— With Forms and Precedents. Fourth Edition. By K. E. Mel- SHEiMER, Esq., Barrister-at-Law. Post Svo. 1880. 12s. COSTS.— Morgan and Wurtzburg's Treatise on the Law of Costs in the Chancery Division of the High Court of Justice,— Being the Second Edition of Morgan and Davey's Costs in Chancery. With an Appendix, containing Forms and Precedents of Bills of Co.sts. By the Right Hon. George Osborne Morgan, Q.C, and E. A. Wurtz- BURG, Esq., Barrister-at-Law. Demy Svo. 1882. 1/. 10s. " Cannot fail to be of use to solicitors and their Chancery managing clerks."— La?« Times. Summerhays and Toogood's Precedents of Bills of Costs in the Chancery, Queen's Bench, Probate, Divorce and Ad- miralty Divisions of the High Court of Justice; in Conveyancing ; the Crown OfBce ; Bankruptcy ; Lunacy ; Ai'bitration under the Lands Clauses Consolidation Act ; the Mayor's Court, London ; the County Courts ; the Privy Council ; and on Passing Residuary and Succession Accounts ; with Scales of Allowances ; Rules of Court re- lating to Costs ; Forms of Affidavits of Increase, and of Objections to Taxation. Fifth Edition. By Wm. Frank Siimmeehays, and Thornton Toogood, Solicitors. Royal Svo. 1887. 1^. 8s. " In the volume before us we have a very complete manual of taxation. The work is beautifully printed and arranged, and each item catches the eye instantly."— iow Journal. * * All Standard Law Works are kept in Stock, in law calf and other bindings. 119, CHANCERY LANE, LONDON, W.C. COSTS — con tin ucd. Scott's Costs in the High Court of Justice and other Courts. Fuurth Edition. By Jonx Scott, of the Inner Temple, Esq., Barrister-at-Law. I)emj Svo. 1880. H. tJ«. Webster's Parliamentary Costs.— Private Bills, Election Petitions, Appeals, House of Lords. Fourth Edition. By C. Cavaxagh, Esq., Burristcr-at-Law. Post Svo. 1881. 2U6-. COUNTY COURTS.— Pitt-Lewis" County Court Practice.— A Complete Practice of the County Courts, including Admiralty and Bankruptcy, embodying the Acts, Rules, Foi-ms and Costs, with Additional Forms and a Full Index. Third Edition. By G. Pitt- Lewis, Esq., one of Her Majesty's Counsel, assisted by H. A. De Coltae, Esq., Barri.ster-at-Law. In 2 vols. Demy Svo. SUMMAET OF CONTENTS. Vol. I. History, Constitution, and .Jurisdiction (including Prohibition and Mandamus), Practice in all ordinaiy Actions (including Actions under the Bills of Exchange Acts, in Ejectment, in Remitted Actions, and in Replevin), and on Appeals, with Appendices, Table of Cases and Index. 1887. 30s. Vol. II. Practice in Admiralty, Probate, Bankruptcy, and under Special Statutes, with Appendices, Table of Cases and Index. (In thejjrcss.) •' The standard County Court Practice." — Solicitors' Journal, Dec. 3, 1887. " One of the best books of practice which is to be found in our legal Literature."— Law Times. "Jlr. Ktt-Lewis has, in fact, aimed— and we are glad to say successfully— at providing for the Coimty Coiu-ts' practitioner what ' Chitty's Archbold ' and ' Daniell's Chancery Practice ' have long been to practitioners intheHighCoiu't." — Law 3Iagazine. CRIMINAL LAW.— Archbold's Pleading and Evidence in Criminal Cases. — With the Statutes, Precedents of Indictments, &c., and the Evidence necessary to support them. Twentieth Edition. By WiLLiAja Beucb, Esq., Stipendiary Magistrate for the Borough of Leeds. Royal 12mo. 1886. IL lis. 6d. Mews' Digest of Cases relating to Criminal Law from 1756 to 1883, inclusive.— By John Mews, assisted by C. M. Chaphan, Haeey H. W. Spaehaju:, and A. H. Todd, Barristers-at-Law. Royal Svo. 1884. II- Is. Roscoe's Digest of the Law of Evidence in Criminal Cases. — Tenth Edition. By Horace Smith, Esq., Barrister-at-Law, Recorder of Lincoln. Royal 12 mo. 1884. 11. lis. 6d. ""We have looked for a considerable number of the recent cases, and have found tliem all correctly stated." — Solicitors' Journal. Russell's Treatise on Crimes and Misdemeanors, — Fifth Edi- tion. By SamtjEL Peentice, Esq., one of Her Majesty's Counsel, 3 vols. Royal Svo. 1877. 5?. 15s. 6d. " What better Digest of CWminal Law 30uld we possibly hope for than ' Eussell on Crimes ' .'" — .Si> James Fity'ames Stephen's Speech on Codification. Shirley's Sketch of the Criminal Law.— By W. Shieley Shieley. Author of "Leading Cases Made Easy," assisted by C. M. Atkin- son, Esqrs., Barristers-at-Law. Demy Svo. 1880. 7s. 6rf. " As a primary introduction to Criminal Law, it will be found very acceptable to students." — Law Students' Journal. Thring. — Vide "Navy." DECISIONS OF SIR GEORGE J ESSEL.— Peter's Analysis and Digest of the Decisions of Sir George Jessel, late Master of thu Rolls ; with Full Notes, References and Commeuts, and copious Index. By Apsley Petee Petee, Solicitor, Law Society Prizeman. , Demy Svo. 1S83. 16s. *^* All standard Law Works are kept in Stock, in laiv calf and other hindunjs. B 10 STEVENS AND SONS' LAW PUBLICATIONS. DIARY.— Lawyer's Companion (The), Diary, and Law Directory for 1888. — For the use of the Legal Profession, Public Companies, Justices, Merchants, Estate Agents, Auctioneers, &c., &c. Edited by J. TEtrsTEAM, LL.M., of Lincoln's Inn, Barrister-at-Law ; and contains Tables of Costs in Conveyancing, Sec. ; Monthly Diary of County, Local Government, and Parish Business ; Oaths in Supreme Court; Summary of Legislation of 1887; Alphabetical Index to the Practical Statutes ; a Copious Table of Stamp Duties ; Legal Time, Interest, Discount, Income, Wages and other Tables ; Probate, Legacy and Succession Duties ; and a variety of matters of practical utility. Published Annuaxly. Forty-second Issue. 1888. {Hoic ready.) A complete List of the English Bar, and London and Country Solici- tors, with date of admission and appointments, and is issued in the following forms, octavo size, strongly bound in cloth : — s. d. 1 . Two days on a page, plain . . . . . .50 2. The above, inteeleaved for Attendances . . . .70 3. T SVG days on a page, ruled, with or without money columns 5 6 4. The above, with money columns, interleaved for Atten- dances .......... 8 o. Whole page for each day, plain . . . . . .76 C). The above, inteeleaved for Attendances . . . .96 7. Whole page for each day, ruled, with or without money columns . . . . . . . . . .86 8. The above, inteeleaved for Attendances . . . .10 6 9. Three days on a page, ruled blue lines, without money columns .......... 5 The Diary contains memoranda of Legal JBiisiness througltout the Year. " An excellent vfork.."— -The Times. " Contains all the information which could be looked for in such a work, and gives it in a most convenient foi-m and very completely." — Solicitors' Journal. _ " 1'be ' Lawyer's Companion and Diary ' is a hook that ought to be in the possession of every lawyer, and of every man of business." " The ' Lawyer's Companion ' is, indeed, what it is called, for it combines everything required for reference in the lawj-er's office." — Law Times. "It is a book without which no lawyer's library or office can be complete." — Irish Law Times. DICTIONARY,— The PocIiti>}?(ed. Smith's Manual of Equity Jurisprudence. — A Manual of Equity Jurisprudence for Practitioners and Students, founded on the Works of Story, Speuce, and other writerts, and on more than a thousand subsequent cases, comprising the Fundamental Principles and the points of Equity usually occun-ing in General Practice. By Josiah W. Smith, B.C.L., Q.C. Thirteenth Edition. 12mo. 1880. Vls.Gd. ' ' There is no disgaiising the truth ; the proper mode to use this book is to learn its pages by heart." — Law 3la-;/aziite and lieview. " It will be found as useful to the practitioner as to the student." — Solicitors' Journal. Smith's Practical Exposition of the Principles of Equity, illus- trated by the Leading Decisions thereon. For the use of Students and Practitioners. By H. Aethl-e Smith, M.A., LL.B., Esq., Barrister-at-Law. Demy 8vo. 1882. 20.s. " The book seems to us to be one of great value to students." — Solicitors' Journal. " This is a most remarkable book, containing in a reasonable space more infonnation, and that better arranged and conveyed, than almost any other law book of recent times which has come under our notice." — Saturday lieview. ESTOPPEL.— Everest and Strode's Law of Estoppel. By Lancelot Fielding Eveeest, and Edmund Steode, Esqrs., Barristers- at -Law. Demy 8vo. 1884. 18s. " The book will be foimd a useftJ. repository of the case law on the subject." — Laiv Jcuryial, June 28, 1SS4. EXAMINATION GUIDES.— Bedford's Digest of the Preliminary Examination Questions in Latin Grammar, Arithmetic, French Grammar, History and Geography, with the Answers. Second Edition. Demy 8vo. 1882. 18s. Bedford's Student's Guide to the Ninth Edition of Stephen's New Commentaries on the Laws of England. — Tlui-d Edition. Demy 8vo. 1884. 7s. (>d. Bedford's Final Examination Digest: containing a Digest of the Final Examination Questions in matters of Law and Procedure deteraiined by the Chancery, Queen's Bench, Common Pleas, and Exchequer Di\dsions of the High Coiu't of Justice, and on the Law of Ileal and Personal Property and the Practice of Conveyancing, with the Answers. 8vo. 1879. 16*. " Will fiuTiish students with a large armoiuy of weapons with which to meet the attacks of the examiners of the Incorporated Law [society." — Law Times. Haynes' Lectures on Bankruptcy; originally delivered before the members of the Liverpool Law Student's Association. By John F. Haynes, LL.D., Author of the " Student's Leading Cases," &c. Royal 12mo. 1884. os. Haynes and Nelham's Honours Examination Digest, comprising all the Questions in Conveyancing, Equity, Common Law, Bank- ruptcy, Probate, Divorce, Admiralty, and Ecclesiastical Law and Practice asked at the Solicitors' Honours Examinations since their establishment to the present time, with Answers thereto. By John F. Haynes, LL.D., Author of " Chanceiy Practice, " " The Students' Leading Cases," &c., and Thomas A. Nelham, Solicitor (Honours). Demy 8vo. 1883. 15.s. " Students going in for honoiu-s will find this one to their advantage." — La7v Times. " Answers are appended which, judging from an examination of several of them, appear to be careful and accui-ate." — Solicitors' Journal. Shearwood's Guide for Candidates for the Professions of Barrister and Solicitor.— Second Edition. By Joseph A. Sheae- wooD, Esq., Barrister-at-Law. Demy 8vo. 1887. 6s. *^* All standard Law Works are kept in Stock, in law calf and other bindings. 119, CHANCERY LAXE, LONDON, W.C. 15 EXAMINATION G[J\DES— continued. Napier's Modern Digest of the Final Examinations; a Modem Digest of the Law necessary to be known for the Final Examination of the Incorporated Law Society, done into Questions and Answers ; and a Guide to a Course of Study for that Examination. By T. BATEiiAX Napize, LL.D., London, of the Inner Temple, Barrister- at-Law. Demy Svo. 1887. 18?. " As far as vre have tested them we have found the questions very well framed, and the answers to them clear, concise and accurate. If used in the manner tJiat Dr. Xapier recommends that it should he used, that is, together with the text-books, there can be little doubt that it vrill prove of considerable value to students." — The Jumt, :March, 1SS7. EXECUTORS,— Macaskie's Treatise on the Law of Executors and Administrators, and of the Administration of the Estates of Deceased Persons. With an Appendix of Statutes and Forms. Bj- Stuaet Cunningham Macaskte, of Gray's Inn, Esq., Barrister-at- Law. Svo. 1881. 10s. Q>d. " Students may read the book with advantage as an introduction to ' Williams, ' and by practitioners not possessing the larger work it wQl undoubtedly be found useful." — Law Journal. Williams' Law of Executors and Administrators.— Eighth Edition By Walter Vaughan Williajms and Roland Vaughan Wllllois, E"sc[rs., BaiTisters-at-Law. 2 vols. Royal 8vo. 1879. 3/. 16.y. EXTRADITION.— Kirchner's L'Extradition.— Recueil Renfei-mant in Extenso tons les Traites conclus jusqu'au ler Janvier, 1883, entre les Nations civilisees, et donnant la solution precise des difficultes qui peuvent surgir dans leur application. Avec une Preface de Me Geoeges Lachaud, Avocat a la Com- d'Appel de Paris. PubUe sous les auspices de M. C. E. Howaed Vincent, Directeui- des Affaires Criminelles de la Police Metropolitaine de Londres. Par F. J. KiECHNEE, Attache a la Direction des Affaires Criminelles. In 1 vol. (11.50 pp.). Royal Svo. 1883. 2/. 2s. FACTORS ACTS.— Boyd and Pearson's Factors Acts (1823 to 1877). With an Introduction and Explanatory Notes. By Hugh Fenwick Boyd and Aethue Beilby Peaeson, Barristers-at-Law. Royal 12mo. 1884. 6«. " This is an admirable little work. The book is tersely and well written, and the comments are intelligent." — Law Journal. FACTORY ACTS.— Notcutt's Law relating to Factories and Work- shops. Second Edition. r2mo. 1879. 96-. FARM, LAW OF.— Dixon's Law of the Farm.— A Digest of Cases connected with the Law of the Farm, and including the Agricultural Customs of England and Wales. Fourth Edition. By Heney Peekins, Esq., JBarrister-at-Law. Svo. 1879. 1/. 6«. " It is impossible not to be struck with the extraordinary research that must have been used in the compilation of such a book as this." — Law Journal. *^* Supplement to above, containing the Agricultural Holdings (Eng- land) Act, 1883, with explanatory Notes and Forms ; together with the Ground Game Act, 1880. By Aubeey J. Spencee, Esq., Bar- rister-at-Law. Demy Svo. 1883. 6s. FIXTURES.— Amos and Ferard on the Law of Fixtures and other Property partaking both of a Real and Personal Nature. Thu-d Edition. Revised and adapted to the pre.sent state of the Law by C. A. Feeaed and W. Howland Robeets, Esqrs., Barristers-at-Law. Demy8vo. 1883. 18f. " An accurate and well written ■vrork."— Saturday Tteview. " Tlie editors have accomplished their work satisfactorily."— 5o?iCi(or.s' Journal. *,* All Standard Latv TForks are kept in Stock, in law calf and other bindings. 16 STEVENS AND SONS' LAW PUBLICATIONS. FORMS.— Allen.— r«^e "Pleading." Archibald. — Jlde " Chamber Practice." Bullen and Leake. — 7'u?<; " Pleading." Chitty's Forms of Practical Proceedings in the Queen's Bench Division of the High Court of Justice: with Notes containing the Statutes, Rules and Cases relating thereto. Twelfth Edition. By Thohas Willes Chittt, Esq., Barrister-at-Law. Demy 8vo. 1883. 11. 18s, " The f oiTQS themselves are brief and clear, and the notes accurate and to the point. The present edition brings the book into harmony with the new Eules of Procedure. We have tested it in various ways, and have found it wanting in no respect." — Law Journal. Daniell's Forms and Precedents of Proceedings in the Chan- cery Division of the High Court of Justice and on Appeal therefrom. — Fourth Edition, with Summaries of the Rides of the Supreme Court, Practical Notes and References to the Sixth Edition of "DanieU'sChancery Practice." By Charles Bubney, B.A. (Oxon.), a Chief Clerk of the Hon. Mr. Justice Chitty. Royal 8vo. 1885. 2;. 10s. " Mr. Burney appears to have performed the laborious task before him with great success." — Laiv Journal. " This new edition of the standard work on Chancery Procedure has been brought down to the most recent date." — Law Quarterly Beviaiv, July, 1885. HIGHWAYS.— Baker's Law of Highways in England and Wales, including Bridges and Locomotives. Comprising a sviccinct Code oi the several Provisions under each Head, the Statutes at length in an Appendix ; with Notes of Cases, Forms, and copious Index. By Thomas Baker, Esq., Barrister-at-Law. Roj-al I'imo. 1880. 1.5s. Bazalgette and Humphreys. — Tide " Local and Municipal Govern- ment. ' ' Chambers' Law relating to Highways and Bridges, being the Statutes in full and brief Notes of 700 Leading Cases ; together with the Lighting Act, 1833. By George F. Cha:mbees, Esq., Barrister- at-Law. 1878. 7s. &d. HOUSE TAX.— Ellis' Guide to the House Tax Acts, for the use of . the Payer of Inhabited House Duty in England. — By Arthur M. Ellis, LL.B. (Lond.), Solicitor, Author of "A Guide to the Income Tax Acts." Royal 12mo. 1885. 6s. " "We have found the information accurate, complete and very clearly expressed." — Solicitors^ Journal. HUSBAND AND WIFE.— Lush's Law of Husband and VVife ; within the Jurisdiction of the Queen's Bench and Chancery Divisions. By C. Montague Lush, of Gray's Inn and North Eastern Circuit, Esq., Barrister-at-Law. Demy Svo. 1884. 20s. " Mr. Lush has one thing to recommend him most strongly, and that is his accuracy ; therefore his book is one which everyone may consult -n-ith the assurance that all the leading recent authorities are quoted, and that the statements of law are supported by actual dffisions." — Law 3Iaga:ine. INCOME TAX.— Ellis' Guide to the Income Tax Acts.— For the use of the English Income Tax Payer. Second Edition. By Arthur M. Ellis, LL.B. (Lond.), Solicitor. Royal 12mo. 1886. 7s. 6d. " Contains in a convenient form the law bearing upon the Income Tax." — Law Times. " With Mr. Ellis' book in their hands the taxpayers are not so completely at the mercy of assessors .and collectors as they otherwise might be." INLAND REVENUE CASES.— Highmore's Summary Proceed- ings in Inland Revenue Cases in England and Wales.— Second Edition. By Nathaniel Joseph Highmore, Esq., Bamster-at-Law, and of the Solicitors' Department, Inland Revenue. Royal Timo. 1887. 7s. 6d. *^^* All standard law JForJcs are hcpt in Stock, in law calf and other bindings. 119, cha:n'cery lane, London-, w.c. 17 INSURANCE. — Arnould on the Law of Marine Insurance.— Sixth Edition. By David Maclachlan, Esq., Barrister-at-Law. 2 vols. Royal 8vo. 1887. 3/. "As a text book, 'Ai-nould' is now all the practitioner can want." — Law Tiine.<:. Lowndes' Practical Treatise on the Law of Marine Insurance. — By EiCHAED LowxDES. Author of " The Law of General Average," &c. Second Edition. Demy Svo. 188.5. l'2s. Gd. Lowndes' Insurable Interest and Valuations. — By Richakd Lowndes. Demy 8vo. 1884. 5«. McArthur on the Contract of Marine Insurance, — By Chaeles McAethue, Average Adjuster. Demy Svo. 188.5. 144-. Wood. — Vide "Mercantile Law." INTERNATIONAL LAW.— Kent's International Law,— Kent's Com- mentary on International Law. Edited by J. T. Abdy, LL.D., Judge of County Courts. Second Edition. Cro-«Ti 8vo. 1878. 10.5.66?. Wheaton's Elements of International Law; Second English Edition. Edited with Notes and Appendix of Statutes and Treaties. By A. C. Boyd, Esq., Barrister-at-Law. Author of "The Merchant ShiijpingLaws." Demy Svo. 1880. Kct, 11. lOs. INTERROGATORIES.— Sichel and Chance,— nvfe "Discovery." JOINT STOCKS, — Palmer, — nrie " Conveyancing " and "Company Law." Thring's (Sir H,) Joint Stock Companies' Law. — The Law and Practice of Joint Stock and other Companies, including the Com- panies Acts, 1862 to ISSO, with Notes, Orders, and Rules in Chancery, a Collection of Precedents of Memoranda and Articles of Association, and all the other Forms required in Makmg, Administering, and "Winding-up a Company. By Sir Henet Theing, K.C.B., The Parliamentary Counsel. Fourth Edition. By G. A. R. Fitzgeeaxd, Esq., Barrister-at-Law. Demy Svo. 18S0. 1/. 5s. " The hig-hest authority on the subject." — The Times. JUDGES' CHAMBER PRACTICE.-Archibald,— I'lWe "Chamber Practice." JUDICATURE ACTS.— Wilson's Supreme Court of Judicature Acts, Rules of Court, and Forms, With other Acts, Order.s, Rules, and Regulations relating to the Supreme Court. With Practical Notes. Sixth Edition. By Chaeles Bueney, a Chief Clerk of the Hon. Mr. Justice Chitty, Editor of " Daniell's Chancery Forms;" M. MuiB Mackenzie, and C. Arnold White, Esqrs., Barristers-at-Law. Roy. Svo. 1887. (To be issued Annually.) 1/. 5s. Important Notice. The notes to the Acts and Rides have been thoroughly revised, and, to a great extent, re-written, also re-arranged and sub-divided under appropriate titles. Great additions have been made to the notes dealing with the Chancery Division. The Index has been considerable enlarged and entirely re-con- structed, and has been arranged alphabetically under each heading. In the Table of Cases cited will be found references to the con- temporary Reports down to October, 1887. "The present edition of 'Wilson's Judicature Acts ' has been greatly improved in many respects, and we know of no other work on practice which can be used with the same advantage by the practising lawyer and by the student alike."— I'uinp Court, November 5th, 1887. " Very great care has evidently been bestowed on the work of revision, -nith the result that a thoroughly reliable and most conveniently arranged practice guide has been produced."— /v';tu Times, Dec. .3, 1887. " Their notes to the rules are concise, clear, accurate and practical." — Solicitors' Journ. *^* All standard Law Works are kept in Stock, in law calf and other binditit/s. STEVENS AND SONS' LAW PUBLICATIONS. JUSTICE OF THE PEACE,— Stone's Practice for Justices of the Peace, Justices' Clerks and Solicitors at Petty and Special Sessions, in Summary matters, and Indictable Offences, with a list of Summary Con\'ictions, and matters not Criminal. With Forms. Ninth Edit. ByW.H.]VfACNAMAEA,Esq.,Barrister-at-Law.Demy8vo. 1882. II. 5s. Wigram's Justices' Note Book,— Containing a short account of the Jurisdiction and Duties of Justices, and an Epitome of Criminal Law. By the late W. Knox Wiqram, Esq., Barrister-at-Law, J.P. Middle- sex and Westminster. Fifth Edition. Eevised and brought down to end of 1887 by W. S. Shieley, Esq., M.P., Barrister -at -Law. Royal 12mo. 1888. 12«. 6<^. " We have found in it all the information -which a Justice can require as to recent legislation." — The Times. , ■ .■ , " This is altogether a capital book. ]Mr. Wigram is a good lawyer and a good justices lawyer." — Law Journal. " "VVe can thoroughly recommend the volume to magistrates." — Law Times. LAND TAX.— Bourdin's Land Tax,— An Exposition of the Land Tax. Third Edition. Including the Recent Judicial Decisions, and the Incidental Changes in the Law efEected by the Taxes Management Act, with other Additional Matter. Thoroughly re\nsed and cor- rected. By Shieley Buxbuey, A.K.C, of the Inland Revenue Department, Somerset House, Assistant Registrar of the Land Tax. Royal 12mo. 1885. 6.s. LANDLORD AND TENANT,— Woodfall's Law of Landlord and Tenant,— AVith a full Collection of Precedents and Forms of Proce- dure ; containing also a collection of Leading Propositions. Thirteenth Edit. ByJ. M. Lelt, Esq.,Barrister-at-Law. Roy.Svo. 1886. 1/. 18.s. " The editor has expended elaborate industry and systematic ability in making the work as perfect as iiossihle."— Solicitors' Journal. LANDS CLAUSES ACTS.— Bazalgette and Humphreys.— Vide "Local and Muiucipal Government." Jepson's Lands Clauses Consolidation Acts; with Decisions, Forms, and Table of Costs. By Aethue Jepson, Esq., Barrister-at- Law. Demy 8vo. 1880. 18«. LAW LIST.— Law List (The),— Comprising the Judges and Officers of the different Com-ts of Justice, Counsel, Special Pleaders, Drafts- men, Conveyancers, Solicitors, Notaries, &c., in England and Wales ; the Circuits, Judges, Treasurers, Registrars, and High Bailiffs of the County Courts ; Metropolitan and Stipendiary Magistrates, Official Receivers under the Bankruptcy Act, Law and Public Officers in England and the Colonies, Foreign LaAvyers with their English Agents, Clerks of the Peace, Town Clerks, Coroners, &c., &c., and Commissioners for taking Oaths, Conveyancers Practismg in England imder Certificates obtained in Scotland. So far as relates to Special Pleaders, Draftsmen, Conveyancers, Solicitors, Proctors and Notaries. Compiled by John Samtjel Puecell, of the Inland Revenue Office, Somerset House, Registrar of Stamped Certificates, and of Joint Stock Companies, and Published by the Authority of the Commissioners of Inland Revenue. 1887. {Ifet cash, 9s.) 10s. 6d. LAW QUARTERLY R E V I EW.— Edited by Feedeeick Policck, M.A., LL.D., Corpus Professor of Jurisprudence in the University of Oxford ; Professor of Common Law in the Inns of Court. Vols. I., II. and III. Royal 8vo. 1885-87- ^ach, 12.s. 1^ Subscription 10s. per annum, post free. {Foreign postage 2s. 6^^. extra.) *^* All standard Law Works are kept in Stock, in law calf and other bindings. 119, CHANCERY LANE. LONDON, W.C. 19 LAW R E PO RTS, — A very large stock of new and second-hand Reports. Prices on application. LAWYER'S COMPANION.— nVfe "Diary." LEADING CASES,— Ball's Leading Cases. Vide ''Torts." Haynes' Student's Leading Cases. Being some of tlie Principal Decisions of the Courts in Constitutional Law, Common Law, Con- veyancing and Equity, Probate, Divorce, and Criminal Law. With Notes for the use of Students. Second Edition. By John F. Hat>t:s, LL.D. Demy 8vo. 1884. 16s. " Will prove of gi'eat utilitj-, not only to students, but practitioners. The notes are clear, pointed and concise." — Law Times. " We have always had much pleasiu-e and confidence in advising students to procure this book." — Gibsoti's Law Xotes. Shirley's Leading Cases. — A Selection of Leading Cases in the Common Law, with Notes. By W. Shirley Shielet, M.P., Esq., Barrister-at-Law. Third Edition. Demy 8vo. 1886. Ids. " A very popular work with students, and, we think, deservedly so If any words of praise of ours can add to its well-deserved reputation, we give the reader carte blanche to supply them on oui- behalf out of liis own thrilling' eloquence and virid imagination, and we will undertake to ratify them." — The Jurist, Jan. 1887. " The book is deservLng of high praise, and we commend it in all confidence." — Gibson's Law Xotes. " The selection is very large, though all are distinctly ' leading cases,' and the notes are by no means the least meritorious part of the work." — Law Journal. " Mr. Shirley writes well and cleaiiy, and evidently understands what he is wiiting about." — Law Times. LEGACY DUTI ES.— Vide " Taxes on Succession." LEXICON,— nWe "Dictionary." LIBEL AND SLAN DER,— Odgers on Libel and Slander.— A Digest of the Law of Libel and Slander : the Evidence, Procedure and Practice, both in Civil and Criminal Cases, and Precedents of Pleadings. Second Edition, with a chapter on the Newspaper Libel and Registration Act, 1881. By W. Blaxe Odgees, M.A., LL.D., Barri.ster-at-Law. Royal 8vo. 1887. 1/. 12s. " The first edition of tliis book, which appeared in 18S1, has well stood the test of time, and has come to be accepted as a full, accurate and satisfactory' guide upon its subject, and, inasmuch as the author adopted the comparatively new and bold form of ' stating the law on each point in the form of an abstract proposition, citing the decided cases in smaller type merely as illustrations of that abstract proposition,' he may be considered to have achieved a more than ordinary success. " Since the appearance of the first edition the statute law has been altered by the Newspajjer Act of 1881 ; the Rules of 1883 have much modified the practice, and the case law has been supplemented by many decisions, of which those bearing on blasphemy, the rights of married women (see, e.g., Seroka v. Kattenburij, .34 W. E. 542), criminal informations (see, e.g., Yates v. Beg., 33 W. E. 482), and the liability for libelling the dead (see, e.g., Reg. v. Lahouch'.re, 32 W. R. 8(!1), ai-e the best known. In these and other points Mr. Odgers has fully (sometimes perhaps too fully) brought his book up to date, referring, for instance, to a case so recent as Spokes v. Spokes, decided only on the 2nd of June. . . Speaking generally the book continues a very good one, indeed, perhaps, one of the best in the hands of the profession upon any subject. We are glad to find that references are still .supplied to all the cun-ent reports, and that the index and table of cases appear to have had as much labour in proportion spent upon them as the text." — Solicitors' Journal, August 6, 1887. " We have rarely examined a work which shows .so much industry. . . . So good is the book, which in its topical arrangement is vastly superior to the general nm of law books, that ciitici-sm of it is a compliment rather tb.an the reverse." — Law Journal. LIBRARIES AND MUSEUMS,— Chambers' Digest of the Law relating to Public Libraries and Museums and Literary and Scientific Institutions generally. Second Edition. By (i. F. Chambers, Barrister-at-Law. Lnperial Svo. 1879. 8s. &d. %* All standard Law Works are kept in Stock, in law calf and other bindings. 20 STEVENS AND SONS' LAW PUBLICATIONS. LICENSING.— Leiy and Foulkes' Licensing Acts, 1828, 1869, and 1872—1874; containing the Law of the Sale of Liquors by Retail and the Management of Licensed Houses ; with Notes to the Acts, a Summary of the Law, and an Appendix of Forms. Third Edition. Inckiding the Statutes and Cases to August, 1S87, and the Law of the Licensing of Theatres and Metropolitan Music Halls. By J. M. Lelt and W. D. I. Eoulkes, Esqrs., Barristers- at-Law. Royal r2mo. 1887. 10s. Qd. LIFE ASSURANCE.— Scratchley's Decisions in Life Assurance Law, collated alphabetically according to the point involved, with the Statutes and Chapters on Points of Practice, &c. By Aethuk ScRATCHLEY, Esq., Barri.ster-at-Law. Demy 8vo. 1887. 10s. Grf- LOCAL AND MUNICIPAL GOVERNM ENT,— Bazalgette and Humphreys' Law relating to Local and Municipal Govern- ment. Comprising the Statutes relating to Public Health, Municipal Corporations, Highways, Burial, Gas and Water, Public Loans, Com- pulsory Taking of Lands, Tramways, Electric Lighting, ^Vi-tizans' Dwellings, &c., Rivers' Pollution, the Clauses Consolidation Acts, and many others, fully annotated with cases up to date, a selection of the Circulars of the Local Government Board, with a Table of upwards of 2,500 Cases, and full Index. By C. Normal Bazaxgette andGEOEGE Humphreys, Esqrs., Barristers- at-Law. Sup. royal 8vo. 1885. 3^. 3s. "A complete collection of the law relating to local government, intended to enable the legal adviser of any local authority to And within its backs everything wluch he will require. . . . Exceedingly complete and careful cross references, and not unlre- quently slu-ewd and useful practical observations."— Aj^'fiVo;-*' Journal. , • i, -j. "The book is thoroughly comprehensive of the law on all points of which it professes to treat. There is a table of over 2300 cases, each of which has reference to all the reports in which it has appeared." — Law Journal. "We have no hesitation in recommending the work."— iocaZ Government Chromde. "For an officer or member of a local authority to have before him one volume, between the covers of which he knows everything he desires to ascertain can be found, is a convenience not to be lisrhtlv csiimatu(cd. Morris's Patents Conveyancing. — Being a Collection of Precedents in Conveyancing in relation to Letters Patent for Inventions. Arranged as foUows :— Common Forms, Agreements, Assignments, Mortsrages, Special Clauses, Licences, Miscellaneous ; Statutes, Rules, &c. "With Dissertations and Copious Notes on the Law and Practice. ByRoBEETMoEEis, Esq.,Ban-ister-at-Law. Royal 8vo. 1887. 1/. 5*-. " Mr. Morris' forms seem to us to be •well selected, ■n-ell arranged, and thoroughly- practical."— X^ny Times, August 20th, 1887. Munro's Patents, Designs and Trade Marks Act, 1883, with the Rules and Instructions, together with Pleadings, Orders and Prece- dents. By J. E. Ceawfoed Muneo, Esq., Barrister-at-Law. Royal 12mo. 1884. lOs. 6d. Thompson's Handbook of Patent Law of all Countries, — By Wji. p. Thoitpsox, Head of the International Patent Office, Liver- pool. Sixth Edition. 12mo. 1884. Mt, 2s. 6d. PAWN. — Turner's Contract of Pawn, as it exists at Common Law, and as modiiied by the Factors' Acts, the Pawnbrokers' Acts, and other Statutes. By Feancis Tuexee, Esq., Barrister-at-Law. Second Edition. 8vo. 1883. 12s. Turner's Pawnbrokers' Act, 1872, — With Explanator}' Notes. By F. Tot-xee, Esq. Tliird Edition. 1883. Net, 2s. Gd. PERPETUITIES, — Marsden's Rule against Perpetuities, — A Treatise on Remoteness in Limitation ; with a chapter on Accumu- lation and the Thelluson Act. By Reginald G. Maesden, Esq., Barrister-at Law. Demy 8vo. 1883. 16«. PERSONAL PROPERTY,— Shearwood's Concise Abridgment of the Law of Personal Property ; showing analytically its Branches and the Titles by which it is held. By J. A. Sheaewood, Esq., Barrister-at-Law. 1882. 5s. 6d. " "Will be acceptable to many students, as giving them, in fact, a ready-made note book." — Indermaur' s Law Students' Journal. Smith, — Vide "Real Property." PLEADING, — Allen's Forms of Indorsements of Writs of Sum- mons, Pleadings, and other Proceedings in the Queen's Bench Division prior to Trial, pursuant to the Rules of the Supreme Court, 1883; with Introduction, showing the principal changes introduced by these Rules, and a Supplement of Rules and Forms of Pleadings applicable to the other Di^-isions. By Geoege Baugh Allen, Esq., Special Pleader, and Wilfeed B. Allen, Esq., Barrister-at-Law. Royal 12mo. 1883. I8s. " A most excellent handbook and guide . . . will be very usefiil to most legal practitioners." — Solicitors' Journal. Bullen and Leake's Precedents of Pleadings, with Notes and Rules relating to Pleading. Fourth Edition. By Thomas J. Bullen, Esq., Special Pleader, and Cyeil Dodd, Esq., Barrister-at- Law. Parti. Royal 12mo. 1882. {Pari II. in the press.) 1/. 4s. POISONS. — Reports of Trials for Murder by Poisoning; by Prussic Acid, Strychnia, Antimony, Arsenic and Aconitine; including the trials of Tawell, W. Palmer, Dove, Madeline Smith, Dr. Pritchard, Smethurst, and Dr. Lamson. With Chemical Introductions and Notes on the Poisons used. By G. Latham Beowne, Esc{., Barrister-at-Law, and C. G. Stewaet, Senior Assis- tant in the Laboratory of St. Thomas's Hospital, iScc. Demy 8vo. 1883. 12s. 6d. *** All standard Laiv Works are kept in Stock, in law calf and other hinduigs. •24 STEVENS AND SONS' LAW PUBLICATIONS. POWERS,— Farweli on Powers. — A Concise Treatise on Powers. By George Fabwell, B.A., of Lincoln's Inn, Esq., Barrister-at-Law. 8vo. 1874. 1^. Is. PRINTERS, PUBLISHERS, &c,— Powell's Laws specially affect- ing Printers, Publishers and Newspaper Proprietors. By Aethue Powell, Esq., Barrister-at-Law. Demy Svo. 1887. 7s. Orf. PROBATE, — Browne's Probate Practice: A Treatise on the Prin- ciples and Practice of the Com't of Probate, in Contentious and Non- Contentious Business. Revised, enlarged, and adapted to the Practice of the High Court of Justice in Pi-obate business. By L. D. PoWLES, Barrister-at-Law. Including Practical Directions to Solicitors for Proceedings in the Registry. By T. W. H. O^ikley, of the Principal Registry, Somerset House. Svo. 1881. H. 10s. *** Supi:)lement to above. By L. D. Powles, Esq., Barrister-at- Law. Demy Svo. 1884. 6s. PUBLIC HEALTH,— Bazalgette and Humphreys,— 71ffe "Local and Municipal Government." Chambers' Digest of the Law relating to Public Health and Local Government, — With Notes of 1,260 leading Ca.ses. The Statutes in full. A Table of Ofiences and Punishments, and a Copious Index. Eighth Edition (with Supplement corrected to May 21, 1887). Imperial Svo. 1881. _ 16s. Or, the above with the Law relating to Highways and Bridges. U. PUBLIC MEETINGS,— Chambers' Handbook for Public Meet- ings, including Hints as to the Summoning and Management of them. Second Edition. By Geoege F. Chambees, Esq., BaiTister- at-Law. Demy Svo. 1886. Net, 2s. 6d. QUARTER SESSIONS,— Archbold,— riffe " Criminal Law." Leeming & Cross's General and Quarter Sessions of the Peace, — Their Jiu-isdiction and Practice in other than Criminal matters. Second Edition. By Hoeatio Lloyd, Esq., Judge of County Courts, and H. F. Thuelow, Esq., Barri.ster-at-!Caw. Svo. 1876. 11. Is. Pritchard's Quarter Sessions, — The Jrmsdiction, Practice and Pro- cedure of the Quarter Sessions in Criminal, Civil, and Appellate Matters. By Thos. Sieeell Peitchaed, Esq., Barrister-at-Law. Svo. 1875. (Published at 2/. 2s.) Reduced to net 12s. RAILWAYS,— Browne and Theobald's Law of Railway Com- panies, — Being a Collection of the Acts and Orders relating- to Railway Companies, with Notes of all the Cases decided thereon, and Appendix of Bye-Laws and Standing Orders of the House of Commons. Second Edition. By J. H. Balfoue Beowne, Esq., one of Her Majesty's Counsel, and H. S. Theobald, Esq., Barrister-at- Law. Royal Svo. 1888. {Xearly ready.) " Contains in a very concise form the -whole law of railways." — The Times. " The learned authors seem to have presented the profession and the puhUc with the most ample information to be found whether they want to know how to start a rail- way, how to frame its bye-laws, how to work it, how to attack it for injury to person or property, or how to -n-ind it up." — Laiv Times. RATES AND RATI NG,— Castle's Practical Treatise on the Law of Rating, — Second Edition. By Edwaed James Castle, E.sq., Barrister-at-Law. Demy Svo. 1886. 2,5s. " A coiTect, exliaustive, clear and concise \'iew of the law." — Law Times. Chambers' Law relating to Rates and Rating; with especial reference to the Powers and Duties of Rate-le\'ying Local Authori- ties, and their Officers. Being the Statutes in fuU and brief Notes of 550 C;ises. By G. F. Chambees, Esq., Barrister-at-Law. Imp. Svo. 1878. MeduccdtoH)s. *** All standard Laiv Worhs are kept in Stool:, in law calf and other bindings. 119, CHANCEEY LANE, LONDON, W.C. 25 REAL ESTATE.— Foster's Law of Joint Ownership and Partition of Real Estate.— By Edwaed John Fostee, M.A., late of Lincoln's Inn, Barrister-at-Law. 8vo. 1878. 10*. Gd. REAL PROPERTY.— Greenwood's Real Property Statutes ; com- prising those passed duriug- tlie years 1874 — 1884, inclusive, consolidated with the earlier statutes thereby amended. With copious notes. Second Edition. By Haeey Geeenwood, M.A., LL.M., assisted by Lees Knowles, M.A., LL.M., Esqrs., Bar- risters-at-Law. Demy 8to. 1884. 11. 5s. " The second edition of tliis useful collection of statutes relating to real property -will be heartily welcomed by conveyancers and real property law-j'ers. In referring to it as a collection of statutes, however, we do not fully describe it, because the method adopted by the author of gi-ouping together tlie provisions of the various Acts, which are in pari mnteria, combined with the fullness and accuracy of the notes, entitles the book to rank higli amongst treatises on the law of real property."— irnt; Journal. Leake's Elementary Digest of the Law of Property in Land.— Containing : Introduction. Part I. The Sources of the Law. — Part II. Estates in Land. By Stephen Maetin Leake, Barri.ster- at-Law. 8to. 1874. 1/. 2s. Shearwood's Real Property,— A Concise Abridgment of the Law of Real Property and an Introduction to Conveyancing. Designed to facilitate the subject for Students preparing for examination. By Joseph A. Sheaewood, of Lincoln's Inn, Esq., Barrister-at-Law. Third Edition. Demy Svo. 1885. 8s. 6d. " We heartily recommend the work to student's for any examination on real property and conveyancing, advising them to read it after a perusal of other works and shortly before going m for the examination."— Xow Student's Journal. " A very useful little work, particularly to students just before theii- examination." — Gibson's J^aw Notes. " A very excellent specimen of a student's manual."— iow Journal. " One of the most obvious merits of the book is its good aiTangement. The author evidently understands ' the art of putting things.' All important points are so printed as to readily catch the eye."— Law Times. Shelford's Real Property Statutes.— Ninth Edition. By T. H. Caeson, E.sq., Barrister-at-Law. [In the press.) Smith's Real and Personal Property.— A Compendium of the Law of Real and Personal Property, primarily connected with Con- veyancing. Designed as a second book for Students, and as a digest of the most useful learning for practitioners. By Josiah W. Smith, B.C.L., Q.C. Sixth Edition. (Enlarged, and embodying the alterations made by the recent Statutes.) By the Authoe and J. Teusteam, LL.M., of Lincoln's Inn, Barrister-at-Law. 2 vols. Demy Svo. 1884. 21. 2s. "He (the author) has given to the student a book which he may read over and over again with profit and pleasure." — Law Times. " Will be found of vciy great service to the practitioner."— ;S'o?(ci7ors' Journal. " The book will be found veiy handy for reference purposes to practitioners, and very useful to the industrious student as covei-iug a great deal of ground."— 6' iisox's Ijaw Notes." " A really useful and valuable work on our system of Conveyancing. We think this edition excellently done."— Law Student's Journal. REGISTRATION.— Rogers.— Ilffe "Elections." Coltman's Registration Cases.— Vol. I. (1879—1885). Royal 8vo. Calf. js'et, 21. 8s. Fox's Registration Cases.— Vol. I., Part I. (1886). (In continua- tion of Coltman.) jsfct 4s. RENTS,— Harrison's Law Relating to Chief Rents and other Rentcharges and Lands as affected thereby, with a chapter on Restrictive Covenants and a selection of Precedents. By William Haeeison, Solicitor. Demy 12mo. 1884. 6s. *j,* All standard Law Works are kept in Stock, in law calf and other bindings. 26 STEVENS AND SONS' LAW PUBLICATIONS. ROMAN LAW,— Goodwin's XII. Tables.— By Eeedeeick Goodwin. LL.D. London. Eoyal 12mo. 1886. 3s. 6d. Greene's Outlines of Roman Law.— Consisting chiefly of an Analysis and Summary of the Institutes. For the use of Student?. By T. Whitcomee Geeene, Banister-at-law. Eoui-th Edition. Foolscap 8vo. 1884. 7s. 6rf. Means' Student's Gaius and Justinian.— The Text of the Institutes of Gaius and Justinian, The Twelve Tables, and the CXVIII. and CXXVII. Novels, with Introduction and Translation by T. LAiiBERT Meaes, M.A., LL.D. Lond., of the Inner Temple, Bamster-at- Law. Post 8vo. 1882. (Publi.shed at 18s.) Seduced to Net, 9s. Mears' Student's Ortolan.— An Analysis of M. Ortolan's Institutes of Justinian, including the History and Generalization of Roman Law. By T. Lambert Meaes, M.A., LL.D. Lond. Second Edition. (In the press.) Ruegg's Student's "Auxilium"to the Institutes of Justinian. — Being a complete synopsis thereof in the form of Question and Answer. By Alfeed Heney Ruegg, of the Middle Temple, Barrister-at-Law. Post 8vo. 1879. os. " The student will be greatly assisted in clearing and arranging his knowledge by a work of this kind." — Lniv Jounml. SALES.— Blackburn on Sales. A Treatise on the Effect of the Con- tract of Sale on the Legal Eights of Property and Possession in Goods, Wares, and Merchandise. By Lord Blackbtjen. Second Edition. By J. C. Geaham, Esq., Barrister-at-Law. Royal 8vo . 188.5. 1(- !*• " We have no hesitation in saying that the work has been edited with remarkable abUity and success, and if we may hazard a speculation on the cause, we should say that the editor has so dilisrently studied the excellent methods and work of his author as to have made himself a highly competent workman in the same kind."— iaw Quartcrhj Beview, April, 1886. SALES OF LAND.— Gierke and Humphry's Concise Treatise on the Law relating to Sales of Land. By Aubeet St. John Cleeke, and Hugh M. HtrsiPHET, Esqrs., Barristers-at-Law. Royal 8vo. 1885. !/• 5« " As an accurate, concise, and practical digest of the law on the subject we think it desei-ves to rank high."— .Soij. <7ors' Journal. "The book is written in the condensed style of the notes to 'Setonon Decrees, and succeeds admirably in reducing the effect of several cases to a proposition, which is briefly formulated and followed by the authorities on which it is based."— iai- and liabUity underlying a branch of the law in wliich the Scottish and EngUsh systems do not materially differ."— JournoZ of Jurisprudence, March, 1887. " A book which is well worthy to stand beside the companion volume on 'Contracts.' . . . Unlike so many law-books, especially on this subject, it is no mere digest of cases, but bears the impress of the mind of the writer from beginning to end."— Law Journal, March 19, 1887. Shearwood's Sketch of the Law of Tort for the Bar and Solicitors' Final Examinations. By Joseph A. Sheabwood, Esq., Barrister-at- Law. Author of "Concise Abridgments of the Law of Real and Personal Property," &c. Royal 12mo. 188G. 3». TRADE MARKS.— Aston.— Tlr/'e "Patents." Hardingham's Trade Marks: Notes on the British, Foreign, and Colonial Laws relating thereto. By Geo. Gatton Melhxtish Haedingham, Consulting Engineer and Patent Agent. Royal 12mo. 1881. A'ti!, 2s. iid. Sebastian's Digest of Cases of Trade Mark, Trade Name, Trade Secret, Goodwill, &c., decided in the Courts of the United Kingdom, India, the Colonies, and the United States of America. By Leavis Botb Sebastian, B.C.L., M.A., Esq., Barrister-at-Law. Svo. 1879. ^l- !«• " A digest which will be of very great value to all practitioners who have to advise on matters connected with trade uiaxka."— Solicitors^ Journal. *** All standard Law JForks arc kept in Stock, in law calf and other hinluiffs. 30 STEVENS AND SONS' LAW PUBLICATIONS. TRADE MARKS— continued. Sebastian on the Law of Trade Marks.— The Law of Trade Marks and their Eegistration, and matters connected therewith, including a chapter on Goodwill. Together witli The Patents, Designs and Trade Marks Act, 1883, and the Trade Marks Rules and Instructions thereunder ; Forms and Precedents ; the Merchandise Marks Act, 1862, and other Statutoiy enactments ; The United States Statutes, 1870—81, and the Rules and Forms thereunder ; the Treaty with the United States, 1877. Second Edition. By Lewis Boyd Sebastian, B.C.L., M.A., Esq., Barrister-at-Law. Demy 8vo. 1884. II. Is. "A complete and exhaustive treatise on its subject, and is indispensable to prac- titioners -who have to deal with tliis branch of law."— Solicitors' Journal. •' Ml-. Sebastian has written the fullest and most methodical book on trade marks, which has appeared in England since the passing of the Trade Marks Eegistration Acts." — Trade 3IiirJcx. TRAMWAYS, — Bazalgette and Humphreys. — rif7« "Local and Municipal Government." Sutton's Tramway Acts of the United Kingdom; with Notes on the Law and Practice, an Introdiiction, including the Proceedings before the Committees, Decisions of the Referees with respect to Locus Standi, and a Summary of the Principles of Tramway Rating, and an Appendix containing the Standing Orders of Parliament, Rules of the Board of Trade relating to Tramways, &c. Second Edition. By Henet Sxjtton, B.A., assisted by Robert A. Bennett, B.A., Barristers-at-Law. Demy 8vo. 1883. 15s. " The book is exceedingly well done, and cannot fail not only to be the standard work on its own subject, but to take a high place among legal text-books."— ini<; Journnl. TRUST FUNDS. — Geare's Investment of Trust Funds. — By Edward Arundel Geaee, Esq., Barrister-at-Law. Royal 12mo. 1886. 7s. Qd. " The work is written in an easy style, it can very well be read by all trustees, whether they are lawyers or not ; and if they will take om- advice, and invest their money here before they invest other people's elsewhere, they may be spared much trouble in the futui-e."- r/;? Jui-hf, January, 18S7. TRUSTS AND TRUSTEES.— Godefroi's Digest of the Principles of the Law of Trusts and Trustees.— By Henry Godefeoi, of Lincoln's Inn, Esq., Banister-at-Law. Demy 8vo. 1879. 1^. Is. VENDORS AND PURCHASERS.— Gierke and Humphry.— H^e "Sales of Land." Dart's Vendors and Purchasers.— A Treatise on the Law and Prac- tice relating: to Vendors and Purchasers of Real Estate. By the late J. Henry Dart, Esq., one of the Six Conveyancing Counsel of the High Com-t of Justice, Chancery Division. Sixth Edition. By William Barber, Esq., one of Her M.ajesty's Counsel, Richard BuRDON Haldane, and William Robert Sheldon, both of Lincoln's Inn, Esqrs., Barristers-at-Law. 2 vols. Royal 8 vo. 1888. 3/. 1.5s. [Xearhj ready.) Turner's Duties of Solicitor to Client as to Sales, Purchases, and Mortgages of Land.— By Edward F. Turner, Solicitor, Lecturer on Real Property and Conveyancing, and one of the Assistant Examiners for Honours to the Incorporated Law Society for 1882-3. Demy 8vo. 1883. 10s. &d. See also Conveyancing. — •" Turner." " His lectures are full of thought and accuracy, they are lucid in exposition, and what is more, though unfortunately rare in law works, attractive in their style and composition." — Law ^fngaz^ne. " A careful perusal of these lectures cannot fail to be of great advantage to students, and more particularly, we think, to young practising solicitors."— Z-aw Times. *^* All standard Law Works are Icept in Stock, in law calf and other bindings. 119, CHANCERY LANE, LONDON, W.C. 31 WILLS.— Theobald's Concise Treatise on the Law of Wills.— Third Edition. By H. S. Theobald, Esq., Barrister-at-Law. Royal Svo. 188.5. 1^. 10s. " A book of great ability and value. 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