UNIVERSITY OF CALIFORNIA LOS ANGELES SCHOOL OF LAW LIBRARY COMPANY LAW AND PEECEDENTS COMPANY LAW AND PRECEDENTS SECOND EDITION BY ARTHUR STIEBEL, M.A. OP ltncoln's inn, barristee-at-law RKGIS-rnAU, COMPANIES (WINDING-UP) DEPARTMENT OF THE HIGH COURT OF JUSTICE VOL. I LONDON: SWEET AND MAXWELL, LIMITED 3, CHANCERY LANE, W.C. 2 1920 T St J 5 ^ c^ i^xo Printed in Great Britain by William Clowes & Sons, Limited, London and Beccles. ^ PREFACE TO THE SECOND EDITION MoEE than eight yeai's have elapsed since the puhhcation of the first edition of this book. During that period there has been a certain amount of legislation, and a great number of cases have been decided. All of this I have endeavoured to incorporate in this edition. I have been compelled to divide the book into two volumes, but in other respects the very kind reception which was accorded to the first edition has led me to keep to m}^ original plan. Accordingly, while I have dealt with the subject from a lawyer's point of view, I have given very special attention to all matters which concern accountants, secretaries, auditors, receivers, and liquidators. I have paid special attention to bringing all questions of practice and procedure up to date. The Companies Acts, 1908 to 1917, and all rules and regulations made thereunder, and such of the Stock Exchange "Rules and Regulations as relate to official quotations and special settlements appear once more in the Appendices, and I have added an Appendix setting out certain circulars issued by the Board of Inland Revenue. Mr. J. R. Bull and Mr. R. Y. Marvin, of the Companies (Winding-up) Department, have rendered me much valuable assistance, and the officials of the Board of Trade have given me every help with regard to their Department, To all these gentlemen I offer my most sincere thanks. I should like also to thank the Committee of the Stock Exchange for their per- mission to publish extracts from their rules, and the Board of Inland Revenue for allowing me to insert their circulars. ARTHUR STIEBEL. September, 1920. TABLE OF CONTENTS PAGF. Preface .--.-------- v Tahle of Statutes - xiii Table of Cases xxxix VOLUME I CHAPTER I Introductory Kepeal of Previous Acts 1 Prohibition of Large Partnerships ------- 5 Mode of Forming Companies -------- 8 Private Companies ---------- 9 Effect of Kegistration -...----- 15 Assurance Companies --------- 20 Registration under Part VII. of the Act ------ 29 Foreign Companies .--------- 37 Registi'ation Offices and Fees --...--- 50 OHAPTEK II Memorandum and Articles of Association Contents of Memorandum of Association ------ 55 Name of Company - - - 59 Associations not for Profit -------- 64 Objects and Powers of a Company ------- 67 Capital of Company - - - - - - - - - - 91 Dealings of a Company with its own Shares ----- 93 Funds out of which Dividends may be paid ----- 97 Alterations of Capital --------- 108 Articles of Association - 112 Precedents for Memorandum and Articles 121 CHAPTER III Promoters Duties of Promoters - - 183 Agreements for Sale of Property - 191 Stamps . . - 194 Precedents for Sale Agreements .-...-. 201 Underwriting - - - - - - - - - - - 211 Precedent for Underwriting Agreenicnl ..--.. 218 Agreements for Loans on Security of Shares, etc. - . - - 221 Precedent for Agreement for Loan on Shares, etc. - , . . 224 Precedent for Pooling Agreement ..-.-.- 225 viii Table of Contents CHAPTER IV CONTBACT OF MEMBERSHIP AND MATTERS RELATING THERETO FA6I Register of Members ... - 229 Requisites for Membership .-.-..-- 242 Prospectus . . - _ 250 Statement in lieu of Prospectus 259 Minimum Subscription -.---.-.. 263 Misrepresentations and Voidable Contracts 268 Remedy for Misrepresentations against Directors and others - - 277 Precedent for Prospectus 285 Forms of Orders against Directors - - 291 CHAPTER V Shares Annual List of Members and Summary 295 Payment for Shares .------.-- 303 Lien ..--...--.-. 323 Forfeiture 325 Certificates 329 Transfers 333 Dividends ........... 351 Votes 362 Share Warrants . . . 368 Stock 372 Rights to New Shares on Increase of Capital 373 Rights of Different Classes of Shares - - 375 CHAPTER VI Management and Administration of Companies Special Statutory Requirements 381 Commencement of Business ........ 392 Directors .-.--------- 396 Managing Director 442 Secretary 444 Meetings 447 Precedents for Notices for Meetings ------- 473 Inspectors - - 478 Auditors 480 Accounts and Kcturns of Assurance Companicb 491 CHAPTER VII Debentures Borrowing Powers of Companies 523 Usual Form of Debentures and Debenture Stock . - . . 541 Form of Tiiist Deeds ...._---- 5^3 Stamp Duties ----- ------ 570 Form of Debenture Stock Prospectus - 575 Precedents Debentures and Debenture Stock Trust Deeds - - - 581 Registration of ilortgages and Charges ..---- 624 Debenture-holders' Actions ._.----. (548 Receivers ...-.---.-- 658 Proceedings in Action --------- G9S Table op Contents ix CHAPTER VIII Petitions Reduction of Capital Alterations of Objects of Company Re-organization of Share Capital Compromises and Arrangements - - Amalgamation, etc., of Assurance Business Restoring Name to Register - Dealings with Deposits by Assurance Companies VOLUME II 737 798 829 834 8(36 878 887 CHAPTER IX Winding-up Companies that can be wound up 897 Cases for Winding-up 908 Courts having Jurisdiction 924 Transfer of Proceedings - 933 Persons who may Petition 939 Abuse of Process of Court 948 Contempt of Court 949 Security for Costs - - 952 Contents of Petition 954 Presentation and Advertisement of Petition . _ . . . 959 Evidence on Petition 968 Provisional Liquidator . . - 973 Persons appearing on Petition - 977 Powers of Court on Hearing of Petition - 979 Costs 993 Stay of Winding-up 1010 Appeals 1012 CHAPTER X Effect of Winding-up Okder Dispositions of Property 1015 Stay of Actions, etc. 10I8 Official Receiver Provisional Liquidator -• 1033 Statement of Affairs 1038 Reports by Official Receiver - - - - / - - - - 1054 First Meetings of Creditors and Contributories 1056 Powers of the Board of Trade 1090 Payments into and out of Bank 1094 Information as to Liquidations in England 1103 Books to be kept by Liquidator - - - - - - - 1115 Release of Liquidator . . . _ 1120 Dissolution of Company 1125 CHAPTER XI Powers of Court and Liquidator Delivery of Property - -1131 Inspection of Books ......... II33 S.C.L. 2 X Table of Contents PAGE Vesting of Property of Unregistered Companies - - - - 1137 Powers of Liquidator 1139 Proceedings by or on behalf of Company 1140 Proceedings in Winding-up ----.-.. 1148 Carrying on Business 1167 Employment of Solicitor - - - - - - - - - 1168 Sale of Property 1172 Private Examination 1175 Public Examination . . _ 1185 Misfeasance Proceedings - - 1192 Criminal Proceedings ... - 1217 Fraudulent Preference 1224 CHAPTER XII CONTEIBUTORIES The List of Contributones 1231 Persons not on the Kegister 1241 Persons on the Kegister 1246 Persons whose names have ceased to be on the Kegister - - - 1262 Persons who have transferred to Transferees who have not Registered - 1273 Companies Registered under Part Vn. of the Act .... 1279 Unregistered Companies 1280 Liability of Contributories 1294 " B " List of Contributories 1296 Contracts hmiting Liabihty of Members 1298 Sums due to Members in that Character 1300 Set-off against Calls 1301 Calls ------ 1306 Balance Orders - . - - 1312 Arrests and Commitments ------.. 1315 Compromises ----------- 1317 CHAPTER XIII Distribution of Assets Payment of Costs, Charges and Expenses 1333 Payment of Debts and Liabilities 1345 Secured Creditors - - - 1346 Preferential Debts - - - - 1358 Ordinary Unsecured Debts - . . 1370 Crown Debts ----------- 1373 Judgment Debts and Voluntary Debts 1373 Bills of Exchange 1374 Proof by Landlord 1377 Policies of Assurance - - 1379 Other Debts ]382 Persons Indebted to the Estate 1384 Proofs 1389 Dividends - - - 1393 Rights of Contributories 1404 CHAPTER XIV Voluntary Winding-up Cases where Company may be wound up Voluntary - - - 1417 Difference between different kinds of Winding-up ... - 1419 Table of Contents xi PAGE Meetings of Creditors 1428 Resolutions 1429 Power to fill vacancy in Office of Liquidator . - . _ - 1430 Cesser of Business and Powers of Company - - . - . 1431 Application of Property of Company .-._.- 1432 Powers of Liquidators - - - 1434 Reconstruction ---------- 1438 Compulsory Winding-up after Voluntary Winding-up - - - 1449 Winding-up subject to Supervision 1455 Final Meeting and Dissolution ------- 1462 Information as to Pending Liquidation 1464 Precedents _.-_.- 1465 APPENDIX I Companies (Consolidation) Act, 1908 .----- I486 Companies Act, 1913 1597 Companies (Foreign Interests) Act, 1917 - 1598 Companies (Particulars as to Directors) Act, 1917 - - . - 1599 APPENDIX II Statutory Rules and Orders Order of the Board of Trade under Sections 93 (i) and 274 of the Act . - - - . - 1601 Order of the Board of Trade prescribing Fees on Registration of Documents and for Inspection 1603 Order of the Board of Trade as to the Certification of Copies and Translations of Documents relating to Foreign Companies - 1604 Rules of the Supreme Court as to Reduction of Capital - - 1605 Companies (Winding-up) Rules, 1909 . . - . . 1610 Orders as to Fees in Winding-up -.-..- 1658 APPENDIX III Regulations issued by the Board of Trade . . _ - 1664 APPENDIX IV County Court Rules (as to Proceedings other than Winding-up Proceedings) under the Act - - 1668 APPENDIX V Extract from the Rules and Regulations of the Stock Exchange, 1920 (as to Special Settlements and Official Quotations) - - 1669 APPENDIX VI Circulars issued by the Board of Inland Revenue - - - 1679 TABLE OF STATUTES PAGE 13 Eliz. c. 5. (Fraudulent Conveyances Act, 1571) . 191, 556, 1258 21 Jac. 1, c. IG. (Statute of Limitations, 1623) 108, 350, 407, 408, 490, 1199, 1248 29 Car. 2, c, 3. (Statute of Frauds, 1677) . 210, 387, 445, 539, 547 s. 4 314, 442, 533, 628 s. 17 314 Scots Parliament, 1696, c. 25 (Blank Bonds and Trusts Act) . . . 546 8 Anne, c. 18. (Landlord and Tenant Act, 1709) . 672, 1023, 1350 48 Geo. 3, c. 151 (Court of Session Act, 1808)— s. 16 1165 7 Geo. 4, c. 46. (Country Bankers Act, 1826) ... 3, 1285 s. 13 1286 10 Geo. 4, c. 24. (Government Annuities Mt, 1829) ... 21 3 & 4 Will. 4, c, 27. (Real Property Limitation Act, 1833) ... 35 c. 42. (Civil Procedure Act, 1883) . 284, 440, 1312, 1372 s. 28 1371 s. 29 1372 5 & 6 Will. 4, c. 62. (Statutory Declarations Act, 1885) . 77, 359, 394, 396, 635 6 & 7 Will. 4, c. 32. (Benefit BuUding Societies Act, 1836) , 6, 903, 929, 930, 1283 7 Will. 4 & 1 Vict. c. 73. (Chartered Companies Act, 1837) . . . 902, 1282 s. 4 1285 s. 8 1285 s. 9 1285 s. 29 . . . 1283 1 & 2 Vict. c. 110. (Judgments Act, 1838) . . . . .> . . 1349 s. 12 1347 s. 13 1348 s. 14 344 s. 15 344 s. 17 1371 3 «& 4 Vict. c. 82. (Judgments Act, 1840)— s. 1 344 5 & 6 Vict. c. 35. (Income Tax Act, 1842)— s. 134 1365 6 & 7 Vict. c. 73. (Solicitors Act, 1843) 1376, 1377 7 & 8 Vict. c. 110. (Joint Stock Companies Act, 1844) . 4, 30, 118, 742, 897, 907, 1282 3. 25 1282 s. 66 1282 c. 113. (Banking Cc-rporations Act, 1844) . 2, 3, 1282 s. 7 1282 s. 10 1282 s. 47 3 xiv Table of Statutes PAGE 8 & 9 Vict. c. 16. (Companies Clauses (Consolidation) Act, 1845) . 345, 427, 432, 459, 482, 1256, 1282, 1439 s. 10 231 s. 18 157 s. 21 1282 s. 36 1282 s. 85 416 s. 91 421, 447, 481 s. 136 866, 867 c. 17. (Companies Glauses Consolidation (Scotland) Act, 1845) 233, 1439 11 & 12 Vict. c. 45. (Joint Stock Companies Winding-up Act, 1848) . 1281 13 & 14 Vict, c, 36. (Court of Chancery of Lancaster Act, 1850) . 925 c. 83. (Abandonment of Railways Act, 1850) . 899, 901, 929 14 & 15 Vict. c. 64. (Railway Regulation Act, 1851) . . . .901 15 & 16 Vict. c. 31. (Industrial and Provident Societies Act, 1852) . 981, 1284, 1286 17 & 18 Vict. c. 82. (Court of Chancery of Lancaster Act, 1854) . 926 c. 112. (Literary and Scientific Institutions Act, 1854) . 906 18 & 19 Vict. c. 133. (Limited Liability Act, 1855)— s. 7 1282 19 & 20 Vict. c. 47. (Joint Stock Companies Act, 1856) 4, 30, 35, 118, 235, 305, 799, 800, 897, 1244, 1258, 1282, 1417 Sched 113 c. 79. (Bankruptcy (Scotland) Act, 1856) — s. 120 1019 20 & 21 Vict. c. 14. (Joint Stock Companies Act, 1857) . 4, 30, 118, 897, 1282 s. 9 235 c. 49. (Joint Stock Banking Companies Act, 1857) . 3, 30, 118, 697, 1282 s. 12 2, 3 21 & 22 Vict. c. 60. (Joint Stock Companies Amendment Act, 1858)— s. 17 1303 22 & 23 Vict. c. 59. (Railway Companies Arbitration Act, 1859) . 391 23 & 24 Vict. c. 127. (Solicitors Act, 1860) 1171 24 & 25 Vict. c. 14. (Post Office Savings Bank Act, 1861) ... 21 c. 96. (Larceny Act, 1861)— s. 75 1219 s. 82 1218, 1219 s. 83 1218, 1219, 1222 s. 84 1218, 1219, 1222 c. 134. (Bankruptcy Act, 1861) 1271 25 & 26 Vict. c. 87. (Industrial and Provident Societies Act, 1862) . 931, 1284 c. 89. (Companies Act, 1862) 1 s. 4 5 s. 8 67, 91 s. 9 67 s. 10 67 s. 12 93 s. 18 15, 16 s. 26 885 s. 35 235, 236, 1268 s. 38 945 s. 40 885 Table of Statutes xv PAGE 25 & 26 Vict. c. 89. (Companies Act, 1862)— s. 43 647 s. 45 885 s. 46 885 s. 51 364, 824 s. 52 453 s. 71 2 s. 74 945 S.77 1273 s. 78 1253, 1254 s. 80(1) 912 s. 82 1458 s. 121 1160 s. 122 1160 s. 141 1083 s. 143 1482 s. 151 1461 s. 153 1015 s. 161 842, 1222, 1475 s. 163 1018, 1024 s. 164 1230 s. 205 2 s. 209 907 s. 210 907 (1) 907 Sched. I. . .2, 113, 311, 382, 386, 353, 354, 357, 359, 489 Sched. II 67, 1270 26 & 27 Vict. c. 87. (Trustee Savings Banks Act, 1863) . . 900, 1290 s. 11 1290 s. 12 1291 (Companies Clauses Act, 1863) .... 1282 (Companies Seals Act, 1864) .... 1 (Judgments Act, 1864) .... 1348, 1349 (Mortgage Debenture Act, 1865) . . 91, 523, 672 s. 3 1 (Banking Companies (Shares) Act, 1867) (Leeman's Act) 242 s. 2 231 c. 126. (Railway Companies (Scotland) Act, 1867) . . 901 s. 31 901 s. 32 901 c. 127. (Railway Companies Act, 1867) . . . .901 s. 31 901 c. 131. (Companies Act, 1867) . . 1, 2, 317, 574, 784, 946 s. 25 . 307, 314, 315, 317, 747, 752, 1242, 1248, 1249 s. 38 252, 273, 274, 291, 540 31 & 32 Vict. c. 54. (Judgments Extension Act, 1868) . . .952 c. 121. (Pharmacy Act, 1868) 62 32 & 33 Vict. c. 19. (Stannaries Act, 1869) 1287 s. 2 1288 s. 3 1287 s. 9 231, 1287 s, 14 1288 s. 15 1288 s, 16 1289 c. 118. 27 & 28 Vict. 0.19. c. 112, 23 & 29 Vict. c. 78. 30 & 31 Vict. c. 29. xvi Table of Statutes PAGE c. 41. 1 c. 62. c. 71. c. 114, 33 & 34 Vict . c, ,20, c. 28. c. ,35. c, 61. 32 & 83 Vict. c. 19. (Stannaries Act, 1869)— s. 17 1289 s. 18 1289 s. 19 1289 s. 20 1289 s. 21 1288 s. 22 1288 s, 23 1289 s. 25 1, 1290 s. 26 1 s. 34 1 s. 35 1267, 1288 (Poor Rate Assessment and Collection Act, 1869) 668 (Debtors Act, 1869)— s. 4 (3) 1313 s. 5 1313 (Bankruptcy Act, 1869) . . 912, 1105, 1357 s. 31 1271 (Abandonment of Railways Act, 1869) . 899, 900, 929 s. 4 901 (Mortgage Debentures Act, 1870) . 91, 523, 672 (Solicitors Act, 1870) 716 (Apportionment Act, 1870) .... 356, 941 (Life Assurance Companies Act, 1870) . 2, 25, 298, 803, 888, 890, 905 s. 3 890 s. 21 905, 907, 940, 975 c. 78, (Tramways Act, 1870) 902, 1173 S.42 1025 c, 93. (Married Women's Property Act, 1870)— s. 4 1254 c. 104, (Joint Stock Companies Arrangement Act, 1870) 1, 568, 840, 941, 1010 34 & 35 Vict, c, 31, (Trade Union Act, 1871)— s. 3 2 s. 5 6, 7, 16, 898, 905 c. 58, (Life Assurance Companies Act, 1871) . 2, 25, 298, 890 35 & 36 Vict, c. 24, (Charitable Trustees Incorporation Act, 1872 . 64 c. 41, (Life Assurance Companies Act, 1872) , 2, 25, 298, 890 s, 7 868, 869, 871 36 & 37 Vict, c, 66. (Judicature Act, 1873) . , . . 544, 929, 932 s. 24 (5) 1027, 1421 s. 25 644 (6) 942 s. 34 (2) 892 s, 36 1031 s, 100 952 L7 & 38 Vict, c 42. (Building Societies Act, 1874) . 903, 929, 930, 931, 932, 946, 1283, 1481 s, 4 930 s, 14 1283 s. 16 (5) 1283 s, 32 903, 930, 939, 965, 1417 (3) 1258 s, qs 1254 Table of Statutes xvii PAGE 37 & 38 Vict. c. 50. (Married Women's Property Act, 1874) . . 1253 c. 57. (Real Property Limitation Act, 1874) ... 35 c. 62. (Infants' Relief Act, 1874) . . . 277, 12G4, 1265 c. 94. (Conveyancing (Scotland) Act, 1874) — s. 56 1 38 & 39 Vict. c. 60. (Friendly Societies Act, 1875) . . . .931 c. 77. (Supreme Court of Judicature Act, 1875) . . 1370 s. 10 . 1, 543, 718, 1020, 1022, 1302, 1303, 1357, 1361, 1362, 1373, 1374, 1385 s. 28 1097 39 & 40 Vict. c. 22. (Trade Union Act Amendment Act, 1876) . . 25 c. 45. (Industrial and Provident Societies Act, 1876) 931,1284 40 & 41 Vict, c, 26. (Companies Act, 1877) . . .1, 99, 743, 744, 784 c. 57. (Supreme Court of Judicature (Ireland) Act, 1877) 929 s. 28 (1) 1 41 & 42 Vict. c. 33. (Dentists Act, 1878) 62 42 & 43 Vict. c. 58. (Public Offices Fees Act, 1879) . . . .781 c. 76. (Companies Act, 1879) 1, 4 s. 5 524 43 Vict. c. 19. (Companies Act, 1880) .... 1, 885, 886 44 & 45 Vict. c. 21. (Married Women's Property (Scotland) Act, 1881) 1253 c. 41. (Conveyancing & Law of Property Act, 1881) . 221, 324, 556, 566 s. 14 (6) 1449 , s. 18 595 s. 19 618 s. 21 618 (1) 592 (4) 592 (5) 592 (6) 592 (7) 592 s. 22 618 (1) 592 s. 25 652 c. 44. (Solicitors Remuneration Act, 1881) . 562, 1339, 1340 s. 8 1340 Sched. 1 1170 Sched. II. ....... 1170 0, 60. (Newspaper Libel and Registration Act, 1881) . 1092 c. 62. (Veterinary Surgeons Act, 1881) .... 62 45 & 40 Vict. c. 61. (Bills of Exchange Act, 1882)— s. 57 1376 s. 69 . . 360 c. 75. (Married Women's Property Act, 1882) 1252, 1253 s. 7 1253 s. 8 1253 s. 13 1253 s. 14 1253,1254 s. 15 . . . 1254 s. 17 1253 s. 19 . 1328 46 & 47 Vict. c. 30. (Companies (Colonial Registers) Act, 1883) . . 1 c. 52. (Bankruptcy Act, 1883) . . . . 1108, 1348 3. 4 (1) 1193 xviii Table of Statutes PA6B 46 & 47 Vict. c. 52, (Bankruptcy Act, 1883)— s. 30 . 1271 s. 37 1271 s. 95 925 s. 97 925 s. 162 1104 49 & 50 Vict. c. 23. (Companies Act, 1886) 1 50 & 51 Vict. c. 43. (Stannaries Act, 1887) .... 927, 1287, 1333 s. 2 1287 S.3 1287 s. 9 1, 1333, 1361 s. 10 1 s. 13 . 1333 (2) 1 s. 21 1289 s. 22 1289 s. 27 1448 s. 31 1 c. 47. (Trustee Savings Banks Act, 1887) ... 940 s. 3 1 51 & 52 Vict. c. 51. (Land Charges Registration and Searches Act, 1888) 1348 c. 59. (Trustee Act, 1888) .... 407, 408, 446 c. 62. (Preferential Payments in Bankruptcy Act, 1888) s.l 1 s. 2 1 s. 3 1 52 & 53 Vict. c. 10. (Commissioners of Oaths Act, 1889)— s.3 41 s. 6 41 c. 42. (Revenue Act, 1889)— s. 18 1 c. 47. (Palatine Court of Durham Act, 1889) . . .925 c. 49. (Arbitration Act, 1889) . . . 120, 156, 208, 211 s. 5 1448 s. 13 1382 c. 60. (Preferential Payments in Bankruptcy (Ireland) Act, 1889)— s. 4 . . 1 c. 63. (Interpretation Act, 1889) . . 315, 462, 642, 645 s.3 448 s. 12 (8) 901 s. 38 3, 6, 105, 645 53 & 54 Vict. c. 23. (Chancery of Lancaster Act, 1890) . . ,925 c. 44. (Judicature Act, 1890)— s. 5 236, 1183 c. 62. (Companies (Memorandum of Association) Act, 1890) 1, 798, 824 0. 63. (Companies (Winding-up) Act, 1890) . 1, 51, 925, 930, 931, 932, 934, 946, 975, 988, 1107, 1198, 1424, 1450 s.l 926 s. 8 981 a. 15 1082 s. 27 1092 c. 64. (Directors Liability Act, 1890) . 1, 281, 283, 291 Table of Statutes xix FAGB 53 & 54 Vict, c. 71. (Bankruptcy Act, 1890)— s. 10 1271 s. 23 1354 54 & 55 Vict. c. 21. (Savings Banks Act, 1891)— s. 7 1291 c. 39. (Stamp Act, 1891) . . . 194, 290, 291, 317, 370 8.6 198 8.12 11,197,317 s. 14(4) 197 s. 17 342,446 S.54 198 s. 55 198 s. 56 196,198 (4) 196 s. 57 196,199 s. 58 199 s. 59 194, 196 (2) 197 (3) 197 (4) 197 (5) 197 (6) 197 s. 60 200 s. 61 200 s. 79 620 s. 80 367 s. 82 571 s. 86 571,572 s. 87 572 s. 88 572 s. 95 (2) . . * 1279 s. 107 370 s. 112 52, 53 s. 122 201, 571 Sched. 196, 200, 370, 374, 571, 573, 574, 612, 620 c. 43. (Forged Transfers Act, 1891) . . . 350, 523 s. 1 (1) 350 (2) 350 (3) 351 (4) 351 (5) 351 8.2 350 s. 3 350 55 & 56 Vict. c. 13. (Conveyancing & Law of Property Act, 1892)— s. 2 1449 c. 36. (Forged Transfers Act, 1892) . . . .523 s. 2 350 s. 3 350 56 & 57 Vict. c. 39. (Industrial and Provident Societies Act, 1893) . 32, 903, 931, 932, 1302, 1417, s. 3 . . . ' 1284 s. 10 1285 s. 21 1284 s. 32 1254 s.54 32,1284 s. 55 32, 1284 XX Table of Statutes PAGE 56 & 57 Vict. c. 39. (Industrial and Provident Societies Act, 1893)— s. 58 903,1417 (a) 931 s. 59 931 s. 60 1285 s, 79 931 c. 53. (Trustee Act, 1898) 1126 s. 25 560 s. 26 (1) £60 (2) 560 c. 58. (Companies (Winding-up) Act, 1898) ... 1 c. 71. (Sale of Goods Act, 1893) 1347 s. 4 314 s. 26 1347 s. 62 1347 57 & 58 Vict. c. 12. (Indian Railways Act, 1894) . 105, 107, 113, 139, 1G5, 487, 489 s. 2 105 s. 3(1) 106 (2) 113 (3) 106 (4) 106 (5) 106 (6) 106 (7) 106 s. 4 106 s. 5 106 s. 6 106 s. 7 106 c. 10. (Judicature (Procedure) Act, 1894) — s. 1 (1) (b) (iii) .... 1201, 1233, 1393 (5) 1167 (6) 1167 c. 30. (Finance Act, 1894)— s. 40 574 c. 47. (Building Societies Act, 1894) . 903, 929, 930, 939, 1283 s. 1 (b) 1283 (c) 1283 s. 8 903,931,1417 s. 10 1283,1310 s. 12 552 s. 25 (2) 1283 c. GO. (Merchant Shipping Act, 1894) .... 70 ss. 31 et seq 612 58 & 59 Vict. c. 16. (Finance Act, 1895)— s. 16 843, 1064 c. 30. (Industrial and Provident Societies Act, 1895) — s. 1 932 69 & 60 Vict. c. 25. (Friendly Societies Act, 189G) .... 32 s. 23 1287 s. 31 1287 s. 36 1254 s. 49 1286 s. 71 . . . . • . .32, 802, 1284 S. 94 1286 Table of Statutes xxi 59 & 60 Vict. c. 35. (Judicial Trustees Act, 1896)— s. 3 .407 c. 45. (Stannaries Court (Abolition) Act, 1896) . 390, 391, 925, 927 c. 48. (Light Railways Act, 1896) 1282 60 & 61 Vict. c. 19. (Preferential Payments in Bankruptcy Amend- ment Act, 1897) 1 61 & 62 Vict. c. 26. (Companies Act, 1898) 1, 315 62 & 63 Vict. c. 9. (Finance Act, 1899) 370 s. 4 571 s. 5 . . ' 340, 574 s. 6 571 s. 7 11, 52, 53 s. 8 570 s. 9 290, 291, 317, 374, 574 0. 20. (Bodies Corporate (Joint Tenancy) Act, 1899) . 1255 s. 1 (2) 1127 63 & 64 Vict. c. 7. (Finance Act, 1900)— s. 10 199 c. 26. (Land Charges Act, 1900) 1348 s. 2 1348 c. 48. (Companies Acts, 1900) . 1, 56, 57, 185, 212, 214, 253, 255, 256, 315, 322, 418, 626, 627, 629, 630, 642, 747, 880, 1420 s. 1 16 s. 7 307, 322, 1432 (a) 322 (b) 323 s. 8 212 s. 14 318, 643, 645, 646 (2) 627 s, 15 644 s. 19 885 s. 20 -. 885 s. 25 1455 s. 33 314 (1) 252 (2) 315 s. 34 , . , .624 c. 51. (Money Lenders Act, 1900) . . . .191, 1372 3 Edw. 7, c. 46. (Revenue Act, 1903)— s. 5 53 s. 7 565, 572 4 Edw. 7, c. 8. (Trustee Savings Banks Act, 1904) . . . 1290 c, 23. (Licensing Act, 1904) 564 5 Edw. 7, c. 21. (Expiring Laws Continuation Act, 1905) 105, 106, 165 c. 9. (Indian Railways Act Amendment Act, 1906) 105, 106, 139, 165, 487, 489 c. 58. (Workmen's Compensation Act, 1906) 669, 1358, 1368, 1369 s. 5 . . . . . . 669, 1358, 1369 7 Edw. 7, c. 13. (Finance Act, 1907)— s. 7 367 s. 9 158 B. 10 570 XXll Table of Statutes 7 Edw. 7, c. 24. c. 29. c. 46. c. 50. 8 Edw. 7, c. 12. c. 69. PAGE (Limited Partnerships Act, 1907) . 956, 958, 1003 s. 6 (4) _ . 1 (Patents and Designs, 1907) — s. 28 (4) 611 (Employers' Liability Lisurance Companies Act, 1907) 25, 890, 891 (Companies Act, 1907) . 1, 42, 82, 83, 105, 185, 253, 255, 307, 322, 484, 485, 553, 624, 645, 718, 834, 980, 983, 1128, 1444, 1462 s. 6 (4) 322 s. 8 212 s. 10 . . . . 643 s. 12 645, 646 s. 14 555 s. 15 552 (Companies Act, 1908) 1 (Companies Consolidation Act, 1908) — Part I. s. 1 5,903,907 s. 2 . . 8, 12, 91, 171, 311, 358 s. 3 . . 55, 91, 242, 381 s. 4 . 56, 112, 242, 881 s. 5 . 56, 242, 381 .s. 6 . 8 s. 7 . 57, 93, 377 s. 8 . 12, 59 (1) 13, 59 (2) 62, 63 (3) 63, 806 (4) . 63 (5) . 63 s. 9 . 13, 63, 64 ,91, 798, f 500, 811, 815, 819, 823 (1) . 799, 803, 804 (a) . 800 (b) . 801 (c) . 801 (d) 801, 802 (2) . . . 803 (3) . 803, 804 (4) . 806 (5) 804, 805 (6) . 808 (7) . 808 s. 10 . 9,112 (3) . . 182 s. 11 . 9, 112 s. 12 . 9,112 s. 13 . 9 (1) . . . . 116 (2) . . . . 118 s. 14 . 117, 119 (2) • .'311,' 1303, 1307 s. 15 . 11 s. 16 (1) . (2) . 15 . 17 s.17 . ' 15, 34, 68, 446, 1137, 1220 (2) . . , . 18 Table of Statutes XXlll PAGB Edw. 7, c. 69. (Companies Conso] idation Act, 1908)— 8. 18 . 59 s. 19 . 17,85 s. 20 . . 65, 66, 111, 142, 144 (1) ■ 808 a. 21 . 57 Part II. s. 22 . . 112, 242, 383, 341 s. 23 . 330 s. 24 . 242 s. 25 . . 93,229,313 (1) • 358 s. 26 . 10, 140, 166, 297, 299, 329, 396, 483, 490, 882, 884, 887, 1220 (1) 296 (2) . . 296, 369 (g) 95 (3) . 50, 166, 296, 485, 494 (i) . .' 485 (5) . 297 s. 27 . . 230,343,549 s. 28 . . 334, 1276 s. 29 . . 334 s. 30 . 240 (1) . . 231,485 (2) . . 231,485 (3) . 232 s. 31 . . 232 s. 32 . 235, 236, 337, 1241, 1274 (1) (b) . . 1274, 1275 (2) . . . 238 (4) . . . 237 s. 33 . . 232 s. 34 . . 123,233 ss. 34 et seq. . 113 s. 35 . . 123,233 (2) . . . 233,234 s. 36 . . 123,234 s. 37 . . 373 (1) . . . . . .368 (2) . . . 368 (3) . . . 368 (4) . . . 365, 369, 946 (5) . . . 229, 369 (6) . . . 229, 369 ss. 37 et seq. . 113 s. 38 . . 371 s. 39 . . 113 (1) . . . 311 (2) . . . 311 (3) . . . 357 s. 40 . . 295, 306, 307, 796 (6) . . . 489 s. 41 . 109, 113, 358, 742, 796 (1) (a) . . 93 (b) . . 93 xxiv Table of Statutes 8 Edw. 7, c. 69. (Companies Consolidation Act, 1908) s. 41 (1) (c) PAGE (e) s. 42 . s. 43 . s. 44 . s. 45 . s. 46 . (1) ss. 46 et seq s. 47 . s. 48 . s. 49 . '(1) (3) s. 50 . s. 51 . (1) (2) (3) (4) s. 52 . s. 53 . s. 54 . s. 55 . s. 56 . s. 57 . (1) s, 58 . s. 59 . s. 60 . s. 61 . Part III. s. 62 . S.63 . (3) s. 64 . s. 65 . (3) (4) (10) s. 66 . s. 67 . (1) s. 68 . s. 69 . 364 (1) (2) (b) (3) (4) s. 70 . s. 71 . s. 72 . (1) (2) 93, 372 . 1245 110, 372 229, 372 . 110 108, 150, 378, 447, 742, 829, 830, 835, 847 108, 737 . 743 . 113 108, 738 108, 738 108, 739, 745, 751, 781, 839 745, 754, 755, 756, 757, 771, 778, 779 . 765, 772, 781 108, 739, 745, 775, 839 108 776 777 777 778 108, 778 108, 358, 780, 1294 . 108 108, 778, 791 108, 110, 113, 737, 1270 58, 67, 800 . 57 37, 58, 306, 524 37, 305, 524 58, 154, 412 . 58, 412 381, 883, 884 . 63, 382 . 384 446, 450, 454 10, 446, 453, 454, 490, 1220 . 451 . 483 . 452 453, 454, 456 335, 362, 453, 463, 465, 835 . 460 365, 366, 466 :, 365, 449, 624, 818, 820, 822, 823, 833 . 458,1426 . 1426 . 469 . 467 . 467 . 110, 450 431, 470, 529 10, 11, 412, 413, 1220 . 11, 415 11, 19 Table of Statutes XXV Edw. 7, c. 69. (Companies Cousolidation s. 72 (3) . s. 73 s. 74 s. 75 s. 76 s. 77 s. 78 s. 79 8.80 S.81 (1) (2) (3) (-1) (5) (6) (7) (8) (9) (d) (f) s. 82 s. 88 s. 84 s. 85 s. 86 s. 87 (4) (5) (1) (2) (3) (4) (5) (6) (7) 10,2 (1) (b) (c) (d) (b) (2) s. 88 . 138, 197, (1) ( (2) s. 89 . (3) s. 90 . s. 91 . s. 92 . s. 93 . 185 107, 113 . 52, 137, 204, (1) PAGE Act, 1903)— . 20, 415 . 414, 416, 424 . 310, 383, 431, 434, 529 396, 414, 529, 882, 884, 887 . 383, 386 . 383 . 388 . 113, 137, 388 253, 254, 540, 575 217, 253, 254, 255, 256, 257, 284, 285, 540, 575 . 257 510, 579 . 579 . 212 256, 261, 579 265, 261 . 258 . 258 . 285 . 257 . 257 . 285 10, 217, 259, 1220 260, 393 281, 286, 291, 540, 575 292, 293 281, 282 10, 113, 123, 211, 265 . 264 . 264 . 264 . 264 . 264 . 264 264, 265 265, 1246 396, 446, 1220 . 394 . 358 393, 395 . 259 . 267 , 446, 1220, 1432 . 319 197, 201, 205, 206, 320, 321 195, 197, 320 113, 213, 218, 1444 212, 215 217, 489 , 139, 165, 358, 475, 487, 489 . 332, 446, 540 535, 539, 624, 625, 626, 643, 1220, 1303 551, 625, 632, 637, 639, 640 2, 393, 394, 395 11, 39 204,307,316,319,321 S.C.L. xxvi Table of Statutes 8 Edw. 7, c. 69. (Companies Consolidation Act, 1908) — s.93(l)(i) (ii) (2) (3) (4) (5) (6) (7) (8) (9) s. 94 s. 95 s. 96 s. 97 98 8 B. 99 8.100, (1) (2) (3) B.lOl 8.102 (1) (2) (1) (2) (3) S.103 B. 104 (2) (3) (4) S.105 s. 106 . s. 107 (3) s. 108 s. 109 s. 110 s.lll s. 112 S.113 (1) (2) s. 114 S.115 s.llG S.117 S.118 B. 119 s. 120 742, 745 843, 846 629, (b) 631 633, 634, 635, 638, 639, 640, 643 . 631 , 637, 638, 639, 640 . 631, 638 . 631 . 631 . 631 . 559, 661 559, 561 1220 641, 643, 644 . 631 . 631 150, 754, 755 451, 480 PAGE 633 633 , 628 . 446 . 631 . 631 . 631 . 137, 647 . 646 . 647 . 137, 647 . 446 . 113, 541, 542 . 137, 562 . 542 . 223, 555 224, 552, 554, 617 . 553 . 553 . 554 223, 538, 539, 619 . 546 558, 591, 604, 667. 1363 . 669 . 298, 302, 491 . 478, 479 . 479, 480 . 480 481, 490, 1195, 1220 446, 482, 483, 490, 1220 . 483 . 483 . 484 10, 376, 451, 482 . 10, 11, 18 . 211, 389 . 389, 446 . 8, 52, 297 . 391 378, 568, 601, 613, 619, 659, 741, 65, 779, 880, 834, 835, 839, 842, 849, 850, 854, 855, 869, 989, 990, 1010, 1165, 1173, 1174, 1317, 1422, 1435 Table of Statutes xxvu Edw. 7, c. 69. (Companies Consolidation Act, 1908) — PAGE s. 121 , . . 10, 11, 114, 339 (1) 260,263,300 (2) 260,477 Part IV. s. 122 1419 s. 123 . 92, 93, 311, 358, 945, 1292, 1294, 1295, 1302 (1) (iii) 1297 (V) . . Ill, 1270 (vi) . . 1298 (vii) . . 1300, 1384 (3) . . . 1270 s. 124 . 311, 945, 1231, 1292 s. 125 1273, 1303, 1306, 1307 s. 126 . 1257, 1273 s. 127 1272, 1273, 1293, 1304 s. 128 1253, 1254 s. 129 . 908, 988 (iii) . . 915, 916 (iv) . 10, 11 s. 130 . 911 (iv) . . 914, 920 s. 131 (1) . 926 (2) . . 926 (3) . . 926 (4) . 926 (5) . . . 926 (6) . . 932 (7) . 926 (8) . 924 s. 132 . 933 S.133 . 927, 1423 (1) . . 933 (2) . 933 (3) . . 939 s. 134 928 s. 135 928 s. 136 928 s. 137 . 939, 940, 1458 (1) (a) . 939, 940, 946, 947, 955 (b) . 939,940 (c) . 904, 939, 953, 975 (2) . . 940, 1454 (3) . . 940, 946 s. 138 . 908, 1009, 1015 s. 139 . 1015 s. 140 . 9 73,1 018, 1027, 1028, 1030, 1166 s. 141 . 979,983 (1) ■ 954 s. 142 650, 1018, 1028, 1166, 1419 s. 143 1007, 1008 s. 144 1010, 1166, 1463 s. 145 . 454, 842, 983, 991, 1450 s. 146 . 1033 (1) • 1033 xxviii Table of Statutes 8 Edw. 7, c. G9. (Companies Consolidation Act, 1908) s. 146 (2) . s. 147 s. 148 s. 149 (1) . (2) . (3) (a) ' (b) (c) (4) . (5) . (6) . (7) . (8) . (9) . (10). s. 150 s. 151 989, s. 152 (1) (a) (b) (c) (2) (a) (b) (c) (f) (g) (5) (2) (3) 153 154 (1) (2) s. 155 S.156 s. 157 s. 158 159 160 161 162 163 (3) (3) (9) (1) (2) s. 164 s. 165 s. 166 s. 167 (1) (2) . 1038 1039, 1040, 1423 1035, 1054, 1423 973, 1166, 1423 , 973, 1084 . 973 . 973 . 1033 . 974, 1078 . 1070 . 1078 1083, 1121, 1431 1083, 1121 1070, 1427 . 1074 1074, 1423, 1461 1131, 1434, 1461 1034, 1140, 1166, 1169, 1272, 1293, 1304, 1434, 1461 1334, 1454 . 1167 . 1334 . 1174 . 1307, 1441 . 1272 . 1314 . 1307 . 975, 1034, 1166 . 989, 1056, 1423 . 1067 . 1069 1094, 1423 1094, 1423 . 1097 . 1078 1120, 1422, 1423 1115, 1423 1120, 1124, 1423 . 1121 1088, 1169, 1423 . 1145 1090, 1423 1072, 1423 . 1139 . 975, 1035, 1423 . 663, 1035, 1423 1241, 1436, 1461 1093, 1231 1231, 1232, 1240 1195, 1315, 1461 1305, 1307, 1461 1308, 1436, 1461 . 1296 1131, 1314, 1461 . 1097 1117, 1119, 1083, 1087, 1105, 835, 1231, 1131, 1132, 1134, 1166, 1302, . 93, 1307, Table of Statutes XXIX s. 17G s. 177 s. 178 s. 179 s. 180 s. 181 s. 182 (7) (9) s. 183 s. 184 s, 185 s. 186 (3) PAGE 8 Edw. 7, c. 09. (Companies Consolidation Act, 1908)— s. 168 1314, 1461 s. 169 1165, 1378, 1461 g. 170 1093, 1404, 1461 s, 171 1133, 1433, 1461 s! 172 1126, 1127, 1461 s. 173 ... 835, 1093, 1131, 1308, 1423 s, 174 . 958, 1055, 1149, 1163, 1165, 1171, 1176, 1177, 1179, 1184, 1207, 1208, 1232, 1316, 1425, 1447, 1461 s. 175 . 958, 981, 1055, 1184, 1186, 1188, 1198. 1199, 1208, 1423, 1457 . 1190 . 1188 1166, 1315, 1316, 1461 1315, 1461 1154, 1314, 1461 1154, 1461 952, 1026, 1158, 1461 1012, 1165, 1461 114, 1417, 1418 . 458, 1426 . 1418 . 1431 . 1428 114, 526, 1166 153, 1302, 1333, 1404, 1406, 1432 . 1427 . 1432 1434, 1441, 1454 . 1436 . 1436 . 1434 . 1431 .1083, 1431 1220, 1428, 1466 984, 1083, 1220, 1422, 1424, 1426, 1429, 1458, 1465, 1478, 1479 1431 1430 1430, 1435, 1461 458, 842, 868, 876, 1173, 1177, 1271, 1434, 1439, 1440, 1441, 1442, 1443, 1446, 1469, 1475 (3) . . . 1441, 1442, 1408, 1471, 1472 (5) 1445, 1461 g. 193 . 841, 934, 1177, 1194, 1333, 1420, 1424, 1427, 1433, 1430, 1437, 1445, 1457, 1403 g, 194 835, 1432, 1450 . 1434 . 1464 s. 195 . . . . 898, 1462, 1404, 1466 s. 190 1333,1433 s. 197 1449 s. 198 1452 s. 199 1166, 1418, 1455 s. 187 s. 188 s. 189 s. 190 s. 191 s. 192 (i) (ii) (iii) (iv) (v) (vi) (vii) (viii' (ix)' (1) (2) XXX Table of Statutes 8 Edw. 7, c. 69. (Companies Consolidation Act, 1908) — s. 200 PAGE s. 201 s. 202 8.203 s. 204 s. 205 s. 206 s. 207 s. 208 s. 209 s. 210 s. 211 s. 212 s. 213 s. 214 s. 215 s. 216 s. 217 s. 218 s. 219 s. 220 8.221 8.222 s. 223 s. 224 s. 226 3,227 s. 228 s. 229 s. 230 s. 231 s. 232 s. 233 s. 234 s. 235 s. 236 s. 237 1419, 1461 1450, 1456 1083, 1166, 1458 1419, 1422, 1460, 1461 (1) 1423 (2) 934, 1436 1454, 1459 996, 1421, 1436, 1461 (2) 1015, 1276, 1277 . 1345 543, 718, 1020, 1022, 1224, 1303, 1345, 1357, 1371, 1373, 1385, 1432 1346 591, 593, 604, 618, 667, 680, 1027, 1358, 1359, 1361, 1363, 1368 (1) 668, 669, 1364 (2) (a) 669 (4) 1021 1224, 1453 (2) 1419 1018, 1020, 1024, 1146, 1350, 1419, 1461 . 526, 539, 620, 625, 714, 1227, 1453 1018, 1419, 1422 1173, 1174, 1299, 1317, 1422, 1435, 1461 108, 407, 490, 1149, 1193, 1194, 1197, 1198, 1228, 1386 1131, 1218, 1219, 1222 . 1217, 1218, 1281, 1422, 1461 (1) 1149 1192, 1219 . 454, 842, 983, 991, 1005, 1007, 1089, 1165 (2) 984 (3) 984 1241 1133, 1425, 1461 1125, 1422, 1461 408, 898, 1128, 1149, 1463 1082, 1104, 1105, 1108, 1109, 1111, 1112, 1113, 1149, 1410, 1411, 1422, 1447, 1160, 1464 (4) 1106 . 1191 1165, 1191, 1207 1153, 1191 . 1095 . 1096 1096, 1098 . 1096 . 1092 . 1097 . 1092 . 1093 . 925, 1163 (1) 1231 (2) '. . 1231 s. 238 1379 Table of Statutes XXXI 8 Edw. 7, c. 69 s. 2G) (2) (1) (Companies Consolidation Act s. 239 s. 240 (3) . s. 241 s, 242 (5) . Part V. s. 243 (6) . s. 244 Part VI. ss. 245 et seq. s. 245 s. 246 s. 247 s. 248 Part VII. s. 249 s, 250 s. 251 s. 252 s. 253 s. 254 s, 255 s. 256 s. 257 s. 258 s. 259 s. 260 s. 261 s. 262 s. 263 (ii) (f) s. 264 (2) . (a) (b) (3) . (4) . s. 265 s. 266 Part VIII. s. 267 s. 268 (1) . (i) (ii) (iii) (iv) (V) (vi) (vii) PAGE 1908)— 669, 1317 669, 1360, 1361 . 1333 , 1333, 1360 59, 879, 880, 883, 899 , 899 50,52 . 254 52, 218 . 30 4,799 4, 31, 799, 800, 1417 4,669 5 . 31 30, 31, 32, 34 58, 1295 . 33 . 33 . 33 12,34 . 34 . 34 . 34 . 34 . 34 . 35 . 35 36, 37, 798, 1445 . 1279 800, 811, 823 . 800 . 808 . 808 . 800 . 800 1018, 1030 1018. 1030, 1160 . 900 . 922 . 906 . 929 . 1417 920, 921 . 921 . 929 . 940 922, 1291 . 923 940, 1280, 1290 . 1290 SXXll 8 Edw. 7, c. G9. Table of Statutes 9 Edw. 7, c. 43. (Companies Consolidation Act, 1908) — s. 270 s. 271 s. 272 Part IX. s. 274 s. 275 Part X. s. 276 PAGE 1018, 1030, 1166 1018, 1030, 1166 1137, 1138, 1142 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 52, 396, 905, 966, 1220 (1) 44 (c) . . . 44, 45, 46, 47, 48, 49, 50 (3) -50 (6) 38,39 18 64, 254, 280, 317, 332, 389, 393, 413, 414, . 451, 482, 540, 542, 559, 560, 661, 1128 (1) 40,1220 (2) 40, 1220 s. 277 40, 64, 389 s. 278 389, 952, 1143, 1201 s. 279 407 s. 280 390 s. 281 .... 280, 490, 1218, 1219, 1220 s. 282 64 s. 283 54, 1092, 1220 s. 284 54, 1093 s. 285 . 4, 30, 38, 40, 57, 58, 116, 118, 212, 217, 254, 257, 281, 295, 378, 383, 389, 396, 451, 555, 627, 738, 803, 880, 897, 932, 946, 1028, 1116, 1294, 1359, 1417, 1445 s. 286 1, 3 (1) 2 (b) 113 (c) 113 (2) 3,645 s. 287 897 s. 288 3 s. 289 51 (4) 1092 s. 291 4 s, 292 2 s. 293 2 s. 294 2, 7, 16, 898 Sched. I. . 8, 9, 35, 52, 66, 95, 113, 123, 162, 168, 169, 170, 190, 218, 244, 298, 302, 310, 311, 312, 332, 334, 336, 341, 353, 354, 357, 359, 360, 364, 365, 366, 368, 370, 373, 374, 377, 379, 422, 423, 427, 432, 453, 456, 460, 462, 466, 475 Sched. III. 17, 67, 97, 145, 146, 147, 182, 297, 1270 Sched. IV 1165 490, 1220 2 . 21 . 290 . 194 . 291 Sched. V. Sched. VI. Sched. VIII. . (Reven le Act, 1909) s. 7 . s. 9 Table of Statutes xxxiii PAGE 9 Edw. 7, c. 49. (Assurance Companies Act, 1909) . 2, 20, 40, 149, 231, 298, 491, 875, 887, 891, 905, 1336, 1381 s. 1 . 21, 22, 28, 149 s. 2 . . . .24, 20, 27, 29, 888, 893, 895 (G) 888 s. 8 24, 28, 503, 991 s. 4 491 (a) 497 (b) 502 (c) 503 s. 5 ■ . 491, 492, 504, 515 s. 6 . 492, 494, 519 s. 7 296, 492, 495 s. 8 495 s. 9 482 s. 10 231 s. 11 59 s. 12 382 s. 18 866, 868, 875, 878 (3) . . 877 (a) . . . . . . 873, 877 (b) .... 868, 871, 874, 877 (c) 877 s. 14 867 s. 15 904, 907, 941, 975 s. 16 . . ... . . . 908, 924, 1015 (1) ' . 923 s. 17 1379 s 18 989, 990 s. 19 . . 40 s. 20 495 s. 21 495 s. 22 . . . . . . . . 495, 496 s. 23 . . . . 29, 231, 495, 908, 921, 924 s. 24 29, 495 s. 25 29, 495 s. 27 496 s. 28 21 s. 29 . . . 21, 492, 494, 866, 868, 904, 929 s. 30 (a) 22 (b) 22, 494 (c) 25 (d) 868 (e) 28, 29 (f) 28,29 (g) 25 (h) 492 s. 31 (a) 492, 494 (b) 25 (c) 26 (d) 26 (e) 28 (f) 867 xxxiv Table of Statutes PAGE 9 Edw, 7, c. 49. (Assurance Companies Act, 1909) — s. 32 23 (a) 492, 494, 509, 510 (b) 25 (c) 25,26 (d) 28 (e) 867 s. 33 (1) 23 (a) 23, 231 • (b) 23 (c) . . . . 492, 494, 511—514, 891 (d) 25 (e) 889, 891, 895 (i) 25, 492 s. 34 (a) 23, 494 (b) 25 (c) 889,890,891 (d) 495 (e) 552 s. 35 21, 904 s. 36 32 Sched.1 491, 497—501 Sched. II 491, 502 Sched. Ill 491, 503 Sched. IV 491,492,504—518 Sched. V 492, 493. 519—521 Sched. VI 1379 Sched. VII 1379,1381 10 Edw. 7 & 1 Geo. 5, (Finance (1909-1910) Act, 1910) . 342,370,573,574,791 c. 8. s. 4 342 s. 37 65 s. 73 201 s. 74 201 s. 75 201 s. 76 571, 573 c. 23. (Companies (Converted Societies) Act, 1910) 2, 7, 10, 32, 1137 s. 1 15, 91, 898 (2) 802 1 & 2 Geo. 5, c. 6. (Perjury Act, 1911) 2 s. 1 1192, 1219 s. 5 29, 280, 490, 1218, 1220 c. 20. (Geneva Convention Act, 1911) .... 14 c. 37. (Conveyancing Act, 1911) .... 566, 618 s. 3 595 s. 4 592 c. 46. (Copyright Act, 1911)— s. 5 (1) (b) 491 c. 48. (Finance Act, 1911)— s. 13 370,573 0. 55. (National Insurance Act, 1911) . 2, 802, 1359, 1360, 1361, 1389 s. 110 667,1047,1359 (2) 1361 2 & 3 Geo. 5, c. 3. (Shops Act, 1912) 435 3 Geo. 5, c. 3. (Provisional Collection of Taxes Act, 1913) . . 353 Table of Statutes xxxv PAGE 3 & 4 Geo. 6, o. 16. (Foreign Jurisdiction Act, 1913)— s. 1 238 c. 20. (Bankruptcy (Scotland) Act, 1913)— ss. 45—62 1345 s. 108 1019 s. 109 1019 s. 110 1019 s. Ill 1019 s. 112 1019 s. 113 1019 s. 116 1019 c. 25. (Companies Act, 1913) . . . 1, 9, 11, 260, 300 s. 1 . . 10, 11, 18, 114, 296, 376, 482, 483, 908 (2) 263 (3) 300 c. 27. (Forgery Act, 1913) 2 s. 4 , 371 s. 6 371 s. 7 371 s. 9 371 c. 34. (Bankruptcy and Deeds of Arrangement Act, 1913) 2 s. 24 900, 922, 1003 (2) 1291 4 & 5 Geo. 5, c. 10. (Finance Act, 1914)— s. 5 352 c. 47. (Deeds of Arrangement Act, 1914) , . . 1224 c. 59. (Bankruptcy Act, 1914)— s. 1 (1) (g) 1193, 1314 s. 7 (2) 1352 s. 22 (4) . . ; 1108 s. 25 1108 s. 28 1271 s. 30 1271, 1346 s. 31 1304, 1386 s. 35 1350 s. 40 1347 s. 44 1224, 1225 s. 48 . 334, 1272 s. 54 1272 (2) 1273 (6) 1273 s. 66 1354,1370 s. 107 1313 s. 149 387 s. 150 (2) 1104 s. 153 1104, 1105 s. 167 1346 (2) 1105 (3) 1105 Sched. 1 1272 Sched. II. . . 1272, 1352, 1353, 1354, 1355, 1356, 1357 Sched. V 1105 c. 78. (Courts (Emergency Powers) Act, 1914) . 222, 344, 565, 650, 706, 979 xxxvi Table of Statutes PAGE 4 & 5 Gee. 5, c. 78. (Courts (Emergency Powers) Act, 1914)— s. 1 650 (1) 223 (b) 222, 325 s. 2 223, 650 (4) 979 5 Geo. 5, c. 11. (Government War Obligations Act, 1914) . 2, 625 s. 2 (2) 625 c. 12. (Trading with the Enemy Act, 1914) ... 94 s. 1 71 s. 2 (2) 12 s. 9 (2) 12 c. 21. (British Ships (Transfer Restriction) Act, 1915) . 69, 612 s. 1 70 s. 2 70 c. 36. (Legal Proceedings against Enemies Act, 1915) . 38 5 & 6 Geo. 5, c. 54. (Munitions of War Act, 1915)— s. 4 487 s. 5 487 s. 16 87 c. 89. (Finance (No. 2) Act, 1915) 441 ss. 38 — 45 487 s. 38 441 s. 39 441 s. 40 441 Sched. IV 441 c. 90. (Government War Obligations Act, 1915) . . 625 s. 2 88 c. 97. (Increase of Rent and Mortgage Interest (War Restrictions) Act, 1915) . . . 547, 548 s. 1 (4) 650 s. 2 (4) (b) 650 0. 98. (Trading with the Enemy (Extension of Powers) Act, 1915) 38,56 c. 105. (Trading with the Enemy Amendment Act, 191G) 675, 1011 s. 1 59, 71, 879 (1) 989 (7) . 906, 909, 933, 941, 989, 1011, 1039, 1056, 1069, 1418 s. 4 (3) 94 (4) 94 s. 5 (6) 1069 s. 10 (1) 14 s. 11 909 6 & 7 Geo. 5, c. 13. (Courts (Emergency Powers) (Amendment) Act, 1916) ( 344,565 s. 1 223, 650 c. 18. (Courts (Emergency Powers) (No. 2) Act, 1916) . 222, 344, 565, 650, 980 s. 1 (1) (b) 222 (c) 222 (2) . 979 c. 24. (Finance Act, 1916)— ss. 45—57 487 Table of Statutes xxxvii PAGE 6 & 7 Geo. 5, c. 24. (Finance Act, 1916)— s. 48 487 s. 49 441 s. 53 .487 s. 56 618, 664, 1168, 1452 c. 42. (British Ships (Transfer Restriction) Act, 1916 . 69 612 s. 1 70 S.2 70 s. 3 (2) 70 c. 50. (Larceny Act, 1916) — s. 20 (1) (ii) 1218 0. 51. (" Anzac " (Restriction on Trade Use of Word) Act, 1916) 14 c. 58. (Registration of Business Names Act, 1916) — s. 22 42, 297, 385, 414 c. 67. (War Loan Act, 1916)— s. 1 (6) 88 c, 70. (Government War Obligations Act, 1916) . . 625 7 & 8 Geo. 5, c. 18. (Companies (Foreign Interests) Act, 1917) . 1, 2, 116, 956 s. 1 116,362 (1) 397,989 (2) 397, 1418 (3) 397, 1418 (4) , 398, 1418 s. 2 980, 1418 (2) 989 (3) 989 (4) 989 c. 25. (Courts (Emergency Powers) Act, 1917)— s. 7 548 s. 8 223 c. 28. (Companies (Particulars as to Directors) Act, 1917) . 2, 45, 47, 140, 297, 299, 385, 396, 414, 881, 882, 883, 884 s, 1 39, 40, 296, 41 1 , 884 s. 2 17, 20, 39, 40, 42, 413 (2) 384 s. 3 17, 39, 40, 296, 385, 397 s. 4 . . . .' 2 c. 31. (Finance Act, 1917) 441 ss, 20—28 487 s. 24 487 s. 27 487 s. 28 487 s. 35 (4) 88 c. 67. (Non-Ferrous Metal Industry Act, 1918) . 80, 81, 369 s. 1 72, 73, 74 s. 2 76 S.3 76 s. 4 351, 370, 463, 546 s. 5 76 s. 6 77,78 s. 7 77 s. 8 77, 359, 362, 463, 548 xxxviii Table of Statutes PAGE 7 & 8 Geo. 5, c. 67. (Non-Perrous Metal Industry Act, 1918)— 8. 9 74 s. 102 72 Sched. 1 74, 75, 370 8 Geo. 5, c. i. (Trustee Savings Banks Act, 1918)— s. 2 1291 8 & 9 Geo. 6, c. 15. (Finance Act, 1918) 441 s. 34 487 s. 35 487, 1449 c. 24. (Flax Companies (Financial Assistance) Act, 1918)— s. 1 87 c. 28. (Government War Obligations Act, 1918) . . 625 c. 31. (Trading with the Enemy (Amendment) Act, 1918) 2, 71 s. 1 (7 1345 s. 2 71 4) 906,909 s. 4 59, 879, 1011 (2* 59, 879 s. 5 989, 1011 a) 1039, 1056 (c) 1345 (d) 1345 s. 13 72 c. 40. (Income Tax Act, 1918) . . . .351, 352 s. 1 351 s. 4 352 s. 9 352 s. 10 352 s. 11 352 s. 14 352 . s. 15 352 s. 55 353 First Schedule ... . . 851 Schedule A 351 Schedule B . . .... 351 Schedule C 351 Schedule D 351,352,1365 Schedules 351 c. 52. (Petrolevmi (Production) Act, 1918)— s. 1 81 s. 5 81 s. 6 81 c. 59. (Termination of the Present War (Definition) Act, 1918) 71, 72 9 Geo. 5, No. 16 Queensland. (Succession and Probate Duties Acts Amendment Act of 1918) . . . .234 9 & 10 Geo. 5, c. 32. (Finance Act, 1919) 441 ss. 32—36 487 c. 44. (Government War Obligations Act, 1919) . . 625 c. 90. (Increase of Rent, etc. (Amendment) Act, 1919 . 547, 548, 650 10 Geo. 5, c. 5. (War Emergency Laws (Continuance) Act, 1920 — s. 1 223, 979 TABLE OF CASES PAGE A 1 Biscuit Co., [1899] W. N. 115 440, 1301 Aarons, Re, [1914] W. N. 249 1179 Aaron's Reefs v. Twiss, [1895] 2 Ir. 107 251 V. [1896] A. C. 273 ; 65 L. J. (p. c.) 54 ; 74 L. T. 794 . . 251, 252, 269, 273, 274, 278, 280, 328, 1242, 1278 A. B. & Co., Re (No. 2), [1900] 2 Q. B. 429 ; 69 L. J. (q. b.) 568 ; 82 L. T. 544 ; 48 W. R. 485 ; 16 T. L. R. 365 ; 7 Man3. 268, C. A. 976 Abbotsford Hotel Co., Ltd. v. Kingham (1910), 101 L. T. 777; affirmed (1910), 102 L. T. 118 409, 427 Abbott, Ex parte. Re Gourlay (1880), 15 Ch. D. 447 ; 50 L. J. (CH.) 80 ; 43 L. T. 417 ; 29 W. R. 143, C. A 1347, 1348 Abbott & Co., i2e( 1913), 30 T. L.R. 13 673 A. B. Cycle Co., Re (1902), 19 T. L. R. 84 . . . . 1450, 1451 Aberaman Ironworks, Re, Peek's Case. See Peek's Case, Re Abera- man Ironworks. Abercom's (Lord) Case, Re National Insurance, etc.. Association (1862), 4 De. G. F. & J. 78 ; 31 L. J. (ch.) 828 ; 8 Jur. (n. s.) 951 ; 10 W. R. 548 417 Aberdeen Master Masons v. Smith, [1908] S. C. 669; 45 S L. R. 484; 15 S. L. T. 953 7 Railway v, Blaikie (1854), 1 Macq. H. L. 461 . . 404, 427 Steam Navigation (1919), 56 S. L. R. 343 . . . ' 801 Abrahams, Re, Abrahams v. Abrahams, [1908] 2 Ch. 69 ; 77 L. J. (CH.) 578 ; 99 L. T. 240 718, 1385 and Sons, Ltd., Re, [1902] 1 Ch. 695 ; 71 L. J. (ch.) 307 ; 86 L. T. 290 ; 50 W. R. 284 ; 18 T. L. R. 336 ; 9 Mans. 176 625, 642 Abrath v. North Eastern Rail. Co. (1883), 11 App. Cas. 247 ; 52 L. J. (Q. B.) 620 ; 49 L. T. 618 ; 32 W. R. 50 435 Abstainers and Greneral Insurance Co., Re, [1891] 2 Ch. 124 ; 60 L. J. (CH.) 510 ; 64 L. T. 256 ; 39 W. R. 574 746 Accident Insurance Co., Ltd. v. Accident Disease and General In- surance (1884), 54 L. J. (CH.) 104 ; 51 L. T. 597 .. , 62 Accidental Death Insurance Co., Re (1878), 7 Ch. D. 568 ; 47 L. J. (CH.) 396 ; 26 W. R. 473 . . 1299 Re, Allin's Case. See Allin's Case, Re Accidental Death Insurance Co. Re, Chappell's Case. See ChappeU's Case, Re, Accidental Death Insur- ance Co. and Marine Insurance v. Mercati (1866), L. R. 3 Eq. 200 ; 15 L. T. 347 ; 15 W. R. 88 390 Accles, Re, Hodgson v. Accles (1902), 51 W. R. 57 ; 18 T. L. R. 786 563 Accrington Corporation Steam Tramways, Re, [1909] 2 Ch. 40 ; 78 L. J. (CH.) 485 ; 101 L. T. 99 ; 16 Mans. 178 . . . 353, 1407, 1409 Actiesselskabit Dampskib Hercules v. Grand Trunk Pacific Railway [1912] 1 K. B. 222 ; 81 L. J. (k:. b.) 189 ; 105 L. T. 695 ; 56 Sol. Jo. 51; 28T. L. R. 28, C. A 38,43 xl Table of Cases PAGE Adair v. Old Bushmills Distillery, [1908] W. N. 24 . . . 358 Adam's Case, Re United Ports and General Insurance Co. (1872), L. R. 13 Eq. 474 ; 41 L. J. (CH.) 270 ; 26 L. T. 124 ; 20 W. R. 356 245, 1245 Adams, Re, Ex parte Ball. See Ball, Ex parte, Re Adams. Re, Ex parte Culley. See Culley, Ex parte. Re Adams. V. Ferick (1859), 26 Beav. 384 311 V. Thrift, [1915] 1 Oh. 557 ; 2 Ch. 21 ; 84 L. J. (cH.) 427, 729; 113L. T. 569, C. A 282 Adamson's Case, Re Paraguassu Steam Tramway Co. (1874), L. R. 18 Eq. 670 ; 44 L. J. (ch.) 125 ; 22 W. R. 820 . . 308, 1226 Adansonia Fibre Co., Re, Miles' Claim (1874), 9 Ch. 635 ; 43 L. J. (ch.) 732 ; 31 L. T. 9 ; 22 W. R. 889 903, 1375 Addinell's Case, Re Leeds Banking Co. (1S65), L. R. 1 Eq. 225; 13 L. T. 456; ifW. R. 72; 11 Jut. (N.s.) 965 . . . 247,1251 Addis V. Gramophone Co., [1909] A. C. 488 ; 78 L. J. (k. b.) 1122 ; 101 L. T. 466 1368 Addison (Henry) & Co. (1910) (unreported) 747 Addison's Case, Re Brampton and Longtown Rail. Co. (1875), L. R. 20 Eq. 620 ; 44 L. J. (ch.) 537 ; 32 L. T. 592 ; 24 W. R. 113; affirmed 44 L. J. (CH.) 670 . . . 1312 Case, Re Paper Patent Manufactiiring Co. (1870), 5 Ch. App. 294 ; 39 L. J. (ch.) 558 ; 22 L. T. 692 ; 18 W. R. 365 1250, 1264 Addlestone Linoleum Co., Re (1887), 37 Ch. D. 191 ; 57 L. J. (ch.) 249 ; 58 L. T. 428 ; 36 W. R. 227, C. A. . 92, 250, 268, 303, 1248, 1301 Addrossograph, Ltd.,Be,Backliou3e v. Addressograph, [1909] W.N. 260 702 Adjustable Horse Shoe Syndicate, Ltd., Re, W. N. (1890) 157 . 991, 995 Ador, Ex parte. Re Biovm and Wingrove, [1891] 2 Q. B. 574 ; 61 L. J. (Q. B.) 15 ; 65 L. T. 485 ; 40 W. R. 71 ; 8 Morr. 264, C. A. . 1373 Advance Boiler Co., Re. See Company, A, Re. A. E. G. Electric Co., Re, [1918] 00125 1056 Aerators v. ToUitt, [1902] 2 Ch. 319 ; 71 L. J. (ch.) 727 ; 86 L. T. 051 ; 50 W. R. 584 ; 18 T. L. R. 637 ; 19 R. P. C. 418 ; 10 Mans. 95 59, 60 African Association, Ltd. and Allen, Re, [1910] 1 K. B. 396 ; 79 L. J. (K. B.) 259 ; 102 L. T. 129 ; 26 T. L. R. 234 . . . 423 Farms, Ltd., Re, [1906] 1 Ch. 640 ; 75 L. J. (ch.) 378 ; 95 L. T. 403 ; 54 W. R. 490 ; 13 Mans. 123 . . . .968 Agar, Cross & Co., i?e (1913), 00114 . . . . . .831 Agency Land and Finance Co. of Australia, Re (1904), 20 T. L. R. 41 325 Agnew V. Murray (1885), 9 App. Cas. 519 ; 53 L. J. (ch.) 745 ; 51 L. T. 462 ; 33 W. R. 173 82, 90, 523 Agi'a and Masterman's Bank, Ex parte. Re London and ilediterranean Bank (1871), 6 Ch. App. 206; 24 L. T. 376 ; 19 W. R. 486 . . 1434 . Re, (1866), cited L. R. 12 Eq. 509 n. 1173, 1446 Re, Anderson's Case. See Anderson's Case, Re Agra and Masterman's Bank. . Re, Ex parte Asiatic Banking Corpora- tion (1867), 2 Ch. 391 ; 36 L. J. (ch.) 222 ; 16 L. T. 162 ; 15 W. R. 414 544 Agra Bank, Ex parte. Re Barber and Co. (1870), L. R. 9 Eq. 725 ; 39 L. J. (BCY.) 39 383 Table of Cases xli Agricultuiral Hotel Co., Be, [1891] 1 Ch. 396 ; 60 L. J. (CH.) 208 ; 63 L. T. 748 ; 39 W. R. 218 740 Agriculturist Cattle Insurance Co., Re, Ex parte Hughes (1877), 4 Ch. D. 34 n. . . . 1372 Re, Ex parte Official Manager (1874), 10 Ch. App. 1 ; 44 L. J. (CH.) 108 ; 31 L. T. 710 ; 23 W. R. 219 . 1299, 1330 Re, Stanhope's Case. See Stan- hope's Case, Re Agriculturist Cattle Insurance Co. Aitchison & Sons (1899), 1 Fraser, 1079 308 Akankoo (Gold Coast) Mining Co., Re (1888), 1 Meg. 43 . . . 842 Akerman, Re, Akerman v. Akerman, [1891] 3 Ch. 212 ; 61 L. J. (ch.) 34 ; 65 L. T. 194 ; 40 W. R. 12 1381 Aktiebolaget Robertsfors ot La Society Anonyme des Papeterios do L'Aa, Re, [1910] 2 K. B. 727 ; 80 L. J. (k. b.) 13 ; 103 L. T. 503 1 104 Alabama, Now Orleans, Texas, and Pacific Junction Rail. Co., Re, [1891] 1 Ch. 213 ; 60 L. J. (ch.) 221 ; 64 L. T. 127 ; 2 Meg. 377, C. A. . . . 154, 558, 835, 836, 837, 838 Portland Cement Co., Re, [1909] VV. N. 157 ; 25 T. L. R. 691 952 Alabaster's Case, Re Oriental Commercial Bank (1868), L. R. 7 Eq. 273 ; 38 L. J. (ch.) 32 ; 17 VV. R. 134 . . . . 249, 1250 Albert Insvu^anco Co., Re, Parlby's Case (1871), 40 L. J. (ch.) 340 ; 19 VV. R. 615 114G Albert Life Assurance Co., Re (1869), 18 VV. R. 91 . . . . 1138 Re (1871), 6 Ch. App. 381 ; 40 L. J. (cH.) 505 ; 24 L. T. 768 ; 19 VV. R. 670 834, 837, 1174 Re, Bell's Case. See Bell's Case, Re Albert Life Assurance Co. Re, Wilson's Case. See Wilson's Case, Re Albert Life Assurance Co. Albert Road, Norwood, Re, [1916] 1 Ch. 289; 85 L. J. (ch.) 187; 114L. T. 357 560,1126 Albion Assurance Society, Re, Winstone's Case. See Winstone's Case, Re Albion Assurance Society. Life Assurance Society, Re (1880), 16 Ch. D. 83 ; 43 L. T. 523 ; 29 VV. R. 109, C. A. . . 1279 — Re, Brown's Case. See Brown's Case, Re Albion Life Assurance Society. Re, Sander's Case. See Sander's Case, Re Albion Life Assiu-ance Society. Motor Car Co. v. Albion Carriage and Motor Body Works (1917), 34 R. P. C. 257; 33 T. L. R. 346 .. . 01 Mutual Permanent Building Society, Re (1888), 57 L. J. (ch.) 248 J138 Steel and Wire Co., Re (1878), 7 Ch. D. 547 ; 47 L. J. (ch.) 229; 38 L. T. 207; 26 W. R. 348 1301 V. Martin (1875), 1 Ch. D. 580 ; 45 L. J. (CH.) 173 ; 33 L. T. 600 ; 24 VV. R. 134 403 Aldborough Hotel Co., Re, Simpson's Case. Sec Simpson's Case, Re Aldborough Hotel Co. Aldrich v. British Griffin Chilled Iron and Steel Co., Ltd., [1904] 2 K. B. 850 ; 74 L. J. (k. n.) 23 ; 91 L. T. 729 ; 53 W. R. 1 ; 21 T. L. R. 1, C. A 606 S.C.L. 4 xlli Table of Cases Page Aldridge v. Cato (1872), L. R. 4 P. C. 313 ; 20 W. R. 977 . . 1285 Alexander v. Automatic Telephone Co., [1900] 2 Ch. 56 ; 69 L, J. (CH.) 428 ; 82 L. T. 400 ; 48 W. R. 546 ; 16 T. L. R. 339, C. A 311, 409, 472 V. Simpson (1889), 43 Ch. D. 139 ; 59 L. J. (ch.) 137 ; 61 L. T. 708 ; 38 W. R. 161 ; 1 Meg. 457,C. A. . . 456 V. Sizer (1869), L. R. 4 Ex. 102 383 Alexander's Timber Co., Re (1901), 70 L. J. (cH.) 767 ; 8 Mans. 392 442 Alexandra Palace Co., Re (1871), Ir. Rep. 5 Eq. 351 .. . 1162 Re (1880), 16 Ch. D. 58 ; 50 L. J. (ch.) 7 ; 43 L. T. 406; 29 W. R. 70 . . . 1148 Re (1882), 21 Ch. D. 149 ; 51 L. J. (ch.) 655; 46 L. T. 730 ; 30 W. R. 771 99, 107, 400, 40S, 487, 488, 1199 Re (1883), 23 Ch. D. 297 ; 52 L. J. (ch.) 428 ; 48 L. T. 424 ; 31 W. R. 808 . . . 1312 Re (1890), 61 L. T. 325 . . . . 975 Alfreton District Friendly and Provident Society, Re (1863), 11 W. R. 301 903 AlianzaCo. v. Bell, [1906] A. C. 18; 75 L. J. (K. b.) 44; 93 L. T. 705; 54W. R. 413; 22T. L. R. 94 352 Alison's Case, Re Bank of Hindastan, China, and Japan (1874), 9 Ch. 1 ; 43 L. J. (CH.) 1 ; 29 L. T. 524 ; 22 W. R. 113 . . . 1250 AlkaUne Reduction Co. (1897), 45 W. R. 10 316 Allan V. Cowan (1892), 20 Rettie 36 1018, 1024 Allan's Executors, Ex parte (1876), 45 L. J. (ch.) 366 ; 34 L. T. 707 ; 24 W. R. 593, C. A 1029 Allen V. Gold Reefa of West Africa, Ltd., [1899] 2 Ch. 48; 6S L. J. (CH.)540; SOL. T. 750; 47 W. R. 568; [1900] 1 Ch. 656; 69 L. J. (CH.) 266; 82 L. T. 210; 48 W. R. 452; 16 T. L. R. 213, C. A. . . . 117,157,324,335,365,374,377,461 U.Hyatt (1913), 30 T. L. R. 444 .... 277,363,398 V. Jarvis (1869), 4 Ch. App. 616 ; 17 W. R. 943 . . . 1376 V. Lloyd, Re Lloyd. See Lloyd, Re, Allen v. Lloyd. V. Londonderry and Enniskillen Railway (1877), 25 W. R. 524 358 (Samuel) & Sons, Re, [1907] 1 Ch. 575; 76 L. J. (CH.) 362; 96 L. T. 660; 14 Manson, 144 537 Alletson v. Chichester (1875), L. R. 10 C. P. 319 ; 44 L. J. (c. p.) 153 ; 32 L. T. 151 ; 23 W. R. 393 527 Alliance Heritable Security, i?e (1886), 14 Rettie, 34 . . .880 Marine Insurance Co., Re, [1892] 1 Ch. 300 ; 65 L. T. 554 802, 807, 808 Society, Re (1885), 28 Ch. D. 559 ; 54 L. J. (ch.) 540 ; 52 L. T. 695, C. A 1410 Allin's Case, Re Accidental Death Insiu-ance Co. (1873), L. R. 16 Eq. 449 ; 43 L. J. (ch.) 116 ; 21 W. R. 900 . . . . 334, 1275 Allison, Johnson and Foster, Ltd., Re, Ex parte Burkinshaw, [1904] 2 K. B. 327 ; 73 L. J. (k. b.) 763 ; 91 L. T. 66 ; 53 W. R. 285 ; 20 T. L. R. 493 439, 1427, 1428 AUoway v. Steere (1883), 10 Q. B. D. 22 ; 52 L. J. (q. b.) 38 ; 47 L. T. 333 ; 47 J. P. 55 ; 31 W. R. 290 1387 AUsopp, JS/a; jjorfe (1875), 32 L. T. 432 1365,1366 Allsopp (Samuel) and Sons, Ltd., Re, [1903] W. N. 132, C. A. . . 781 Table of Cases xliii PAGE AUsopp (Samuel) and Sons, Ltd., Re (1903), 51 VV. R. 644 ; 19 T. L. R. 637, C. A. . . 741 (1911), Times Newspaper, June 7th . 664 Almada and Tirito Co., Re (1888), 38 Ch. D. 415 ; 57 L, J. (ch.) 706 ; 59 L. T. 159 ; 36 W. R. 593 ; 1 Meg. 28, C. A. 92, 303, 1141, 1248 Almond (T.) and Son, Re (1905), 49 Sol. Jo. 283 . . . . 641 Alpha Co., Ltd., Re, Ward v. Alpha Co., Ltd., [1903] 1 Ch. 203 ; 72 L. J. (CH.) 91 ; 87 L. T. 646 ; 51 W. R. 201 ; 10 Mans. 237 . 649 Alsbury, Re (1891), 45 Ch. D. 237 ; 60 L. J. (cH.) 29 ; 63 L. T. 576 ; 39 W. R. 136 ; 2 Meg. 346 354, 355 Alton Court Brewery Co. (1897) (unreported) . . . .878 Alven V. Bond (1841), Fl. & K. 196 ; 3 Ir. Eq. R. 365 . . . 676 Amalgamated Properties of Rhodesia, Re (1914), 30 T. L. R. 405 . 1085 Re, [1917], 2 Ch. 115 ; 80 L. J. (CH.) 530; [1917] H. B. R. 136 ; 33 T. L. R. 414, C. A. 913 Radio Telegraph Co., Re (1912) (unreported) . . 1128 Syndicate, Re, [1897] 2 Ch. 600 ; 66 L. J. (ch.) 783 ; 77 L. T. 431 ; 46 W. R. 75 ; 4 Mans. 308 . 914,916, 988 Syndicates, Ltd., Re, [1901] 2 Ch. 181 ; 70 L. J. (ch.) 726 ; 84 L. T. 864 ; 17 T. L. R. 486 . . . . 1427, 1428 Ambrose Lake Tin and Copper Mining Co., Re (1880), 14 Ch. D. 390 ; 49 L. J. (CH.) 457 ; 42 L. T. 604 ; 28 W. R. 783, C. A. . 186, 404 American Boudoir Studios, i?c (1915), 0058 1128 Exchange in Europe, Re, American Exchange in Europe v. GilUg (1889), 58 L. J. (ch.) 700 ; 61 L. T. 502 . 951, 1183 Pastoral Co., Re (1890), 62 L. T. 625 ; 2 Meg. 80 . 740, 776 Pioneer Leather Co., Re, [1918] 1 Ch. 556; 87 L. J. (ch.) 493; 118 L.T. 695 919,947 Thread Co. v. Joyce (1912), 106 L. T. 171 ; 28 T. L. R. 233 ; 56 Sol. Jo. 308, C. A. ; 108 L. T. 353 ; 6 Tax Cas, 162 ; 57 Sol. Jo. 321; 29T. L. R. 266, H. L 352 Ammonia Soda Co. v. Chamberlam, [1918] 1 Ch. 266; 87 L. J. (ch.) 193 ; 118 L. T. 48 ; 62 Sol. Jo. 85 ; 34 T. L. R. 60, C. A. 98, 102, 103, 107, 406, 486, 488, 489 Amorduct Manufacturing Co. v. Defries & Co. (1915), 84 L. J. (k. b.) 586; 112 L. T. 131; 59 Sol. Jo. 91; 31 T. L. R. 69 . . 388 Anchor Assurance Co., Re (1870), 5 Ch. 632 ; 18 W. R. 1183 . 869, 870 Anderson, Ex parte. Re ToUemache (1885), 14 Q. B. D. 606 ; 54 L. J. (Q. B.) 383 ; 52 L. T. 786 1382 V. Butler's Wharf Co. (1879), 48 L. J. (ch.) 824 . . 525 Anderson's Case (1881), 17 Ch. D. 373 269 Re Agra and Masterman's Bank (1866), L. R. 3 Eq. 337 ; 36 L. J. (ch.) 73 ; 15 W. R. 246 . 718, 1385 Re Bank of Hindustan, China and Japan (1869), L. R. 8 Eq. 509 1268 Re Wedgwood Coal and Iron Co. (1877), 7 Ch. D. 75; 75 ; 47 L. J. (ch.) 273 ; 37 L. T. 560; 26 W. R. 442, C. A. 314, 378 Anderson and Son, Re (1916), 32 T. L. R. 715 .. . 222, 650 Andreas v. Zinc Mines of Great Britain, [1918] 2 K. B. 454; 87 L. J. (K. B.) 1019; 24 Com. Cas. 49; 34 T. L. R. 488 . . 213, 215 Andrew's Case (1878), 8 Ch. D. 126 308 and Alexander's Cases. See London Marine Insurance Association, Re. 3^1iv Table of Cases fAGE Andrews v. Brown and Gregory, Ltd., Re Brown and Gregory, Ltd. ; Shepherd v. Brown and Gregory, Ltd. See Brown and Gregory Ltd., Re, Shepherd v. Brown and Gregory, Ltd. ; Andrews v. Brown and Gregory, Ltd. V. Gas Meter Co., [1897] 1 Ch. 361 ; 66 L. J. (CH.) 246 ; 76 L. T. 132 ; 45 W. R. 321, C. A. . . . 89, 376 V. Mitchell, [1905] A. C. 78 ; 74L. J. (k. b.) 333 ; 91 L. T. 537 424 V. Mockford, [1896] 1 Q. B. 372 ; 65 L. J. (q. b.) 302 ; 73 L. T. 730, C. A 279 V. Swansea and Cambrian Benefit Building Society (1881), 50 L. J. (c. p.) 428 ; 44 L. T. 106 ; 45 J. P. 507 ; 29 W. R. 382 930 Andrews' Case, Re Barned's Banking Co. (1867), 3 Ch. App. 161 ; 37 L. J. (CH.)87; 17L. T. 305; 16 W. R. 113 . . . 1232,1296 Angas's Case (1849), 1 De G. & Sm. 560 ; 13 Jiir. 76 . . . 1254 Angerstein, Ex parte. Re Angerstein (1874), 9 Ch. 479 ; 43 L. J. (BCY.) 131 ; 30 L. T. 446 ; 22 W. R. 581 .... 1143 Anglesea Colliery Co., Re (1866), 1 Ch. App. 555 ; 35 L. J. (ch.) 809 ; 15 L. T. 127 ; 12 Jur. (n.s.) 696; 14 W. R. 1004 945, 1231, 1311, 1404 ■ (Island) Coal and Coke Co., Re, Ex parte Owen (1801), 4 L. T, 684 913 Anglesey (Marquis), Re, Do Galve (Countess) v. Gardner, [1903] 2 Ch. 727 ; 72 L. J. (ch.) 782 ; 19 T. L. R. 719 . . 1023, 1348 Anglo-African Steamship Co., Re (1886), 32 Ch. D. 348; 55 L. J. (CH.) 579 ; 54 L. T. 807 ; 34 W. R. 554, C. A. . .1163,1313 Anglo-American Exploration and Development Co., Re, [1898] 1 Ch. 100 ; 4 INIans. 389 . . 880, 881, 899, 905, 966 Leather Cloth Co., i?e (1880), 43 L. T. 43, C. A. . 538 Oil Co. V. Manning, [1908] 1 K. B. 536 ; 77 L. J. (k. b.) 205; 98L. T. 570; 72 J. P. 35 ; 24T. L. R. 215; 6 L. G. R. 299 436 Telegraph Co., Re, [1911] W. N. 248; 105 L. T. 947; 56 Sol. Jo. 141 . . 801 — V. Spurling (1879), 5 Q. B. D. 188; 49 L. J. (Q. B.) 392 ; 42 L. T. 37 ; 44 J. P. 280 ; 28 W. R. 290, C. A 332 Anglo-Australian, etc.. Life Assurance Co., Re (1860), 1 Dr. & Sm. 113; 8 W. R. 170 914 Anglo-Austrian Printing and PublLsliing Union, Re, Braboume v. Anglo- Austrian Printing and PubUshing Union, [1895] 2 Ch. 891 ; 65 L. J. (CH.) 38 ; 73 L. T. 442 ; 44 W. R. 186 ; 2 Mans. 614 ... 671, 715, 1173, 1196, 1334, 1335 Austrian Printmg and PubUshing Co., Re, Isaac's Case. See Isaac's Case, Re Anglo-Austrian Printing and Publish- ing Co. Bavarian Stool Ball Co., Re, W. N. (1899) 80 . . . 945 Calif ornian Mining Co. v. Lewis (1800), 6 H. & N. 174 ; 30 L. J. (EX.) 50 ; 3 L. T. 588 ; 6 Jm-. (N. s.) 1376 ; 9 W. R. 126 1427 Canadian Finance Corporation, iJe (1911), 00275 . . . 803 Colonial Syndicate, Re (1892), 65 L. T. 847 . . . . 318 ■ Continental Corporation of Western AastraUa, Re, [1898] 1 Ch. 327 ; 67 L. J. (ch.) 179 ; 78 L. T. 157 ; 46 W. R. 413 ; 14 T. L. R. 218 ; 5 Mans. 184 1406, 1407 ■ Danish and Baltic Steam Navigation Co., Re (1867), 15 L. T. 407; 15 W. R. 105 'JC^ Table of Cases xlv PAGE Anglo-Daniah and Baltic Stoam Navigation Co., Re, Sahlgreen and Carrall's Case. See Sahlgreen and Carrall's Cases, Re Anglo-Danish and Baltic Steam Navigation Co. Danubian Steam Navigation and Colhery Co., Re (1875), L. R. 20 Eq. 339 ; U L. J. (CH.) 602 ; 33 L. T. 118 ; 23 W. R. 783 525, 539 Danubian Steam Navigation and Colliery Co., Re Walker's Case. See Walker's Case, Re Anglo -Danubian Stoam Navigation and Colliery Co. Egyptian Navigation Co., A'e (1869), L. R. 8 Eq. 660; 21 L. T. 19 993 French Co-oporativo Society, Re (1880), 14 Ch. D. 533 ; 49 L. J. (CH.) 388; 28 W. R. 580 1133, 1183 , Re, Ex parte PeUy (1882), 21 Ch. D. 492; 47 L. T. 638; 31 W. R. 177, C. A, 190, 403, 718, 1199, 138<) French Exploration Co., Re, [1902] 2 Ch. 845 ; 71 L. J. (ch.) 800 ; 51 W. R. 8 ; 18 T. L. R. 750 ; 9 Mans. 432 743, 744, 745, 776, 798 Greek Navigation and Trading Co., Re, Carralli and Haggard's Claim. See Carralli and Haggard's Claim, Re Anglo-Greek Navigation and Trading Co. Greek Steam Co., Re (18G6), L. R. 2 Eq. 1 . . . . 919 Indian and Colonial Industrial and Conunercial Institution, Re, Montague's (Lord R.) Case. See Montague's (Lord R.) Case, Re Anglo-Indian and Colonial Industrial and Com- mercial Institution. Italian Bank, Ltd. and Reduced, Re, [1906] W. N. 202 . . 776 V. Davies (1878), 9 Ch. D. 275 ; 47 L. J. (cH.) 833 ; 39 L. T. 244 ; 27 W. R. 3, C. A. . . . 1348 and de Rosaz, Re (1867), L. R. 2 Q. B. 452 ; 16 L. T. 412 1442, 1448 Java Rubber and Produce Co., Re (1915) 'unreported) . . 776 Maltose Hydraulic Dock Co., Re (1885), 54 L. J. (ch.) 730 ; 52 L. T. 841 ; 33 W. R. 652 1170 Mexican Mint Co., W. N. (1875) 168 . . . 911,920,988 Moravian Himgarian Junction Rail. Co., Re, Dent's Case. See Dent's Case, Re Anglo-Moravian Hungarian Junction Rail. Co. ^Moravian Hungarian Junction Rail. Co., Re Forbes' Case. See Forbes' Case, Re Anglo-Hungarian i Moravian Jmiction Rail. Co. Moravian Hungarian Junction Rail. Co., Re, Ex parte Watkin (1875), 1 Ch. D. 130 ; 45 L. J. (ch.) 115 ; 33 L. T. 650 ; 24 W, R. 122, C. A 1142, 1169, 1335 ' Oriental Carpet Manufacturing Co., Re, [1903] 1 Ch. 914 ; 72 L. J. (ch.) 458 ; 88 L. T. 391 ; 51 W. R. 634 ; 10 Mans. 207 643 -r- Romano Water Co., Re, Wright's Case. See Wright's Case, Re Anglo-Romano Water Co. Sardinian Antimony Co., Re, W. N. (1894) 156 . 1J97, 1309 Universal Bank v. Baragnon (1881), 45 L. T. 362, C. A. . . 368 ^Virginian Freehold Land Co., Re, W. N. (1880), 155 . . 991 Angus V. Clifford, [1891] 2 Ch. 449 ; 60 L. J. (ch.) 443 ; 65 L. T. 274 ; 39 W. R. 498, C. 4. . . , , , . ?52, g69, 279 1), Be, [1891] 1 Ch. 1 ; 63 L. T. . . 952 . . 535, 673 . . 1134 T. 234 . . 1372 xlvi Table of Cases PAGE Anning and Cobb's Case, Re Taurine Co. See Taurine Co., Re, Anning and Cobb's Case. Anon., Re (1866), 15 L. T. 170 1168 Anson, Re, Lovelace v. Anson, [1907] 1 Ch. 424 ; 76 L. J. (ch.) 641 ; 97 L. T. 472 374 Anstis' and McLean's Claim, Re National Motor Mail Coach Co. See National Motor Mail Coach Co., Re Anstis' and McLean's Claim. Anthony v. Segar (1789), 1 Hag. C. C. 13 468 Aowin Rubber Co. (1911), (unreported) 999 Appleton, French and Scratton, Ltd., Re, [1905] 1 Ch. 749 ; 74 L. J. (CH.) 471 ; 93 L. T. 8 ; 53 W. R. 601 ; 12 Mans. 335 . .1183 Appleyard, Ex parte. Re Great Australian Gold Mining Co. (1S81), 18 Ch. D. 587 ; 50 L. J. (CH.) 554 ; 45 L. T. 552 ; 30 W. R. 147 1301 V. New London and Suburban Onmibus Co., Re New London and Subturban Onmibus Co. See New London and Suburban Omnibus Co., Re, Appleyard v. New London and Suburban Omnibus Co. Apollinaris Co.'s Trade Marks (No. 502 ; 39 W. R. 309, C. A. Arauco Co., Re (1898), 79 L. T. 336 Re, W. N. (1899) 134 Arbuthnot v. Bunsilall (1890), 62 L. Archer v. Normanby Ironworks (1911), Times Newspaper, November 25th 89, 1440 Archer's Case, Re North Australian Territory Co., [1892] 1 Ch. 322 ; 61 L. J. (CH.) 129 ; 65 L. T. 800 ; 40 W. R. 212, C. A. . 402, 1193, 1200 Arden, Re, Ex parte Arden (1885), 14 Q. B. D. 121 ; 51 L. T, 712 ; 33 W. R. 460 ; 2 Morr. 1 1356 Ardtully Copper Mines, Re (1916), 50 I. L. T. 95 . . . . 1350 Argus Life Assurance Co., Re (1888), 39 Ch. D. 571 ; 58 L, J. (cH.) 166 ; 59 L. T. 689 ; 37 W. R. 215 89, 868 Argylls V. Coxeter (1913), 29 T. L. R. 355 . . 1129, 1142, 1143, 1463 Arkwright v. Newbold (1881), 17 Ch. D. 301 ; 50 L. J. (ch.) 372 ; 44 L. T. 393 ; 29 W. R. 455, C. A 187, 251, 278 Armorduct Manufacturing Co. v. General Incandescent Co., [1911] 2 K. B. 143 ; 80 L. J. (k. b.) 1005 ; 104 L. T. 805 ; 18 Mans. 292, C. A 1023 Armstrong, Re, [1892] 1 Q. B. 327 ; 65 L. T. 464 ; 40 W. R. 159 ; 17 Cox, C. C. 349 ; 8 Morr. 271 11S3 Armstrong's Case (1849), 1 De G. & Sm. 565 ; 13 Jur. 15 . . 1256 Armstrong v. Jackson, [1917] 2 K. B. 822; 86 L. J. (k. b.) 1375; 117 L. T. 479 ; 61 Sol. Jo. 631 ; 33 T. L. R. 444 . 185, 186, 351 Army and Navy Hotel Co., Ltd., Re (1886), 31 Ch. D. 644 ; 55 L. J. (ch.) 370 ; 34 W. R. 389 955, 962 Army Motor Lorries and Waggon Co., Re (1916), 0050 . . 934, 1423 Arnison v. Smith (1889), 41 Ch. D. 348 ; 61 L. T. 63 ; 37 W. R. 739 ; 1 Meg. 338, C. A. 252, 269, 280 Arnold v. Ind Coope & Co., Ltd., Re Ind Coope & Co., Ltd. ; Fisher v. The Co. ; Knox v. The Co. See Ind Coope & Co., Ltd., Re, Fisher V. The Co., Knox v. The Co., Arnold v. The Co. Arnot V. United African Lands, Ltd., [1901] 1 Ch. 518 ; 70 L. J. (CH.) 306 ; 84 L. T. 300 ; 49 W. R. 322 ; 17 T. L. R. 245 ; 8 Mans. 179. C. A. , , , , . , , , , .467 Table of Cases xlvii PAGE Arnot's Case, Ee Barangah Oil Refining Co. (1887), 36 Ch. D. 702 ; 57 L. J. (CH.) 195 ; 57 L. T. 353, C. A. . . . 249, 250, 1245 Arthur v. Midland Railway (1857), 3 K. & J. 204 ; 5 W. R. 385 . 1263 Average Association, Re (1876), 3 Ch. D. 522 ; 45 L. J. (cH.) 346 ; 34 L. T. 388 ; 24 W. R. 514 ; 2 Asp. M. L. C. 570, C. A. . .1280,1311 — Re, Ex parte Hargrove and Co. (1875), 10 Ch. 542 ; 44 L. J. (ch.) 569 ; 32 L. T. 713 ; 23 W. R. 939 ; 2 Asp. M. L. C. 570, C. A 6, 7, 908, 1009 Artisan's Land and Mortgage Corporation, Re, [1904] 1 Ch. 796 ; 73 L. J. (ch.) 581 ; 52 W. R. 330 ; 12 Mans. 98 . . 120, 359, 744 Artistic Colour Printing Co., Re (1880), 14 Ch. D. 502 ; 49 L. J. (ch.) 526 ; 42 L. T. 803 ; 28 W. R. 943 1024, 1027, 1421 Re, Ex parte Foudrinier (1882), 21 Ch. D. 510 ; 48 L. T. 46 ; 31 W. R. 149, C. A 1024 Ascherson v. Tredegar Dry Dock and Wharf Co., Ltd., [1909] 2 Ch. 401 ; 78 L. J. (cH.) 697 ; 101 L. T. 519 1260 Ash, Re, Ex parte Fisher. See Fisher, Ex parte. Re Ash. Hatt (1913), 110 L. T. 48; 21 Manson, 15; 30 T. L. R. 194; 58 Sol. Jo. 174 1178 Ashanti Development, Ltd., Re, [1911] W. N. 144 ; 27 T. L. R. 498 831 Ashbury V. Watson (1885), 30 Ch. D. 376; 54 L. J. (ch.) 985; 54 L. T. 27 ; 33 W. R. 882, C. A. . . 57, 88, 243, 305, 377 ■ Railway Carriage and Iron Co. v. Riche (1875), L. R. 7 H. L. 653 ; 44 L. J. (ex.) 185 ; 33 L. T. 451 ; 24 W. R. 794 67, 68, 69, 449 Ashliurst V. Mason (1875), L. R. 20 Eq. 225 ; 44 L. J. (ch.) 337 ; 23 W. R. 506 400, 411 Ashley's Case, Re Estates Investment Co. (1870), L. R. 9 Eq, 39 L. J. (CH.) 354 ; 22 L. T. 83 ; 18 W. R. 395 Ashley and Smith, Re, [1918] 2 Ch. 378; 88 L. J. Ch, 7; 34 T, 585 Ashton V. Honey (1907), 23 T. L. R. 253 .. . Ashton's Case (1859), 4 De G. & J. 320 ... Ashton and Mitchell (1908), Ttjnes Newspaper, May 11th 263 ; 274, 276 L. R. 1366 . 487 . 1181 . 752 Gas Co. V. A.-G., [1904] 2 Ch. 621 ; 73 L. J. (CH.) 673 ; 68 J. P. 477 ; 53 W. R. 49 ; 20 T. L. R. 601 ; affirmed [1906] A. C. 10 ; 75 L. J. (CH.) 1 ; 93 L. T. 676 ; 70 J. P. 49 ; 22 T. L. R. S2 ; . 13 Mans. 35 353, 359 Asiatic Banking Corporation, Ex parte. Re Agra and Masterman's Bank. See Agra and Masterman's Bank, Re, Ex parte Asiatic Banking Corporation. — Re, Royal Bank of India's Case. See Royal Bank of India's Case, Re Asiatic Banking Corporation. Re, Symon's Case. See Symon's Case, Re Asiatic Banking Corporation. Askew's Case, Re Ruby Mining Co. (1874), 9 Ch. App. 664 ; 43 L. J. (CH.) 633 ; 31 L. T. 55 ; 22 W. R. 833 . . . , 235, 236 Aslatt V. Farquharson (1862), 10 W. R. 458 .... 543, 544 Asphaltic Limestone Corporation v. Glasgow, [1907] S. C. 463 . . 1168 Wood Pavement Co., Re, Lee and Chapman's Case. See Lee and Chapman's Case, Re Asphaltic Wood Pavement Co. Aspinall's Case (1877), 36 L. T. 363 . , , , , , 419 xlviii Table of Cases PAGE Association of Land Financiers (1879), 10 Ch. D. 269 ; 27 W. R. 224 1084 •— Re (1881), 16 Ch. D. 373; 50 L. J. (cH.) 201; 43L. T. 753; 29 W. R. 277 1361 Astley V. New Tivoli, Ltd., [1899] 1 Ch. 151 ; 68 L. J. (ch.) 90 ; 79 L. T. 541 ; 47 W. R. 326 ; 6 Mans. 64 425 Aston V. Heron (1834), 2 Myl. & K. 390; 3 L. J. (ch.) (n. s.) 194 . 670 HaU Coal and Brick Co., iZe (1882),45L. T. 676 ; 30W.R. 245 1009 Athenaeum Life Assurance Co., i?e Chinnock's Case. See Chinnock's Case, Re Athenaeum Life Assurance Co. — ■ Society, Re, Ex parte Prince of Wales Life Assurance Society (1859), Johns. 633; 6 Jut. (N. s.) 12 .... 1298 Society, Re, Ex parte Prince of Wales Life, etc., Co. (1853), 3 De G. & J. 660; 28 L. J. (CH.) 335 ; 5 Jur. (n. s.) 538 ; 7 W. R. 300, C. A. ; (1859), Johns. 80 1298, 1299 ■ Society v. Pooley (1858), 4 De G. & J. 294 ; 28 L. J. (ch.) 119 ; 5 Jur. (n. s.) 129 ; 7 W. R. 167, C. A. 542 Atherton, Re, [1912] 2 K. B. 251 ; 81 L. J. (k. b.) 791 ; 106 L. T. 641 ; 19 Manson, 126; 56 Sol. Jo. 446; 28 T. L. R. 339. . .1189 AthUlBrother3,/?e (1914), 0064 962 Athole Hydiopathic Co. v. Scottish Provincial As.surance (1886), 13 Rettie 818 1024 Atkins V. Wardle (1889), 58 L. J. (Q. b.) 377 ; affirmed (1889), 61 L. T. 23 ; 5 T. L. R. 734 82, 83, 382, 384 Atkinson, Re, [1904] 2 Ch. 160; 73 L. J. (ch.) 585; 90 L. T. 825; 53 W. R. 7, C. A 841 Atlantic Patent Fuel Co., Re, [1917] W. N. 214, 253 . . 804, 815 A.-G., Ex j)arte, Re Higginson and Dean. See Higginson and Dean, Re, Ex parte A.-G. V. Alexander (1875), L. R. 10 Ex. 20 ; 44 L. J. (ex.) 3 ; 31 L. T. 694 ; 23 W. R. 255 352 V. Andrews (1850), 2 Mac. & G. 225; 2 Ha. & Tw. 431; 20 L. J. (ch.) 467 ; 14 Jur. 905 90 V. Anglo-Argentine Tramways Co., Ltd., [1909] 1 K. B. 677 ; 78 L. J. (K. B.) 366 ; 100 L. T. 609 ; 25 T. L. R. 339 ; 53 Sol. Jo. 358; 16 Mans. 118 53,110 V. Appleton, [1907] 1 Ir. 252 62 V. Churchill's Vetermary Sanatorium, [1910] 2 Ch. 401 ; 79 L. J. (CH.) 741 ; 103L.T. 368; 74 J. P. 397; 26T.L.R. 630 62 V. Davy (1741), 2 Atk. 212; West. temp. Hard. 121 . . 447 V. Jameson, [1905] 1 Ir. 218, C. A 339 V. Jewish Colonization Association, [1901] 1 K. B. 123 ; 71 L. J. (K. B.) 101 ; 83 L. T. 561 ; 65 J. P. 21 ; 49 W. R. 230 ; 17 T. L. R. 106, C. A .13 V. London and India Docks (1906), 95 L. T. 536; (1908), 98 L. T. 655 ; [1909] A. C. 7 ; 78 L. J. (k. b. ) 132 ; 99 L. T. 2 ; 16 Manson, 51 . . . . . . . . .571 ■> V. Mersey Rail. Co., [1907] 1 Ch, 81 ; 76 L. J. (CH.) 121 ; 96 L. T. 100 ; 23 T. L. R. 129 ; reversed, [1907] A. C. 415 ; 76 L. J. (CH.) 568 ; 97 L. T. 524 ; 71 J. P. 448 ; 23 T. L. R. 684 82, 84 V. Myddletons, Ltd., [1907] 1 Ir. 471 62 .r- V. North-Eastern Railway, [1906] 2 Ch, 675 ; 76 L. J. (CH.) 5 ; 95 L, T. 512 J 70 J, P. 473 ; 22 T. L. R. 695, C A, t , §5 Table of Cases xlix PAGE A.-G. «. Norwich Corporation (1848), 16 Sim. 225 .... 90 V. Smith (George C), [1909] 2 Gh. 524 ; 78 L. J. (CH.) 781 ; 100 L. T. 225 ; 25 T. L. R. 257 C2 ■ V. South Wales Electrical Power Distribution Co., [1919] 2 K. B. 636; 35 T. L. R. 701 ; [1920] 1 K. B. 552, C. A. . . 570 • V. West Hartlepool Commissioners (1870), L. R. 10 Eq. 152; 39 L. J. (CH.) 624 ; 22 L. T. 510 ; 18 W. R. 685 . . 90 V. Wheatley (S.) and Co. (1903), 116 L. T. Jo. 153 . . . 239 for Canada v. Standard Trust Co. of New York, [1911] A. C. 498 ; 80 L. J. (p. c.) 189 ; 105 L. T. 152 . . . .185 Attrce, Re, Ex parte Ward, [1907] 2 K. B. 868 ; 23 T. L. R. 734 1355, 1356 V. Hawe (1878), 9 Ch. D. 337 ; 47 L. J. (ch.) 863 ; 38 L. T. 733 ; 26 W. R. 871, C. A 555 Attwood V. Small (1838), 6 CI. & Fin. 232 ; 8 L. J. (ch.) 145; 2 Jar. 200 251, 270, 280 Atwool V. Merryweather (1867), L. R. 5 Eq. 464 n ; 37 L. J. (ch.) 35 363, 471 Audley Hall Cotton Spinning Co., Re (1868), L. R. 6 Eq. 245 ; 37 L. J. (ch.) 904; 23W. R. 643 1170 Aui-iferous Properties, Ltd., Re (No. 1), [1898] 1 Ch. 091 ; 07 L. J. (CH.) 367 ; 79 L. T. 71 ; 14 T. L. R. 390 ; 5 Mans. 260 1302 — Co., Re (No. 2), [1898] 2 Ch. 428 ; 79 L. T. 71 ; 47 W. R. 75 ; 5 Mans. 260 543, 1304, 1385 Austin's Case, Re Peninsular, West Indian and Southern Bank (1866), L. R. 2 Eq. 435 ; 15 L, T. 140 ; 14 W. R. 1010 . 417 , Re Phosphate of Lime Co. (1871), 24 L. T. 933 310, 434 Australasian Alkaline Reduction and Smelting Syndicate, Re, [1891] W. N. 209 978 Investment Co., Ex parte, Ex parte Union Bank of Australia, Re Queensland Mercantile and Agency Co. See Queensland Mercantile and Agency Co., Re, Ex parte Australasian Investment Co., Ex parte Union Bank of Australia. • Mortgage, etc., Co. v. Inland Revenue (1888), 16 Rettio, 64 550 Australian Auxiliary Steam Clipper Co. v. Mounsey (1858), 4 K. & J. 733 ; 27 L. J. (ch.) 729 ; 4 Jur. (n. s.) 1224 ; 6 W. R. 734 82, 523 • Direct Steam Navigation Co., Re (1875), L. R. 20 Eq. 325 ; 44 L. J. (ch.) 676 1-029 " Re, Miller's Case. See Miller's Case, Re Australian Direct Steam Navigation Co. Estates and Mortgage Co., i?c, [1910] 1 Ch. 414 ; 79 L. J. (ch.) 202 ; 102 L. T. 458 ; 17 Mans. 63 377, 378, 746, 773, 779, 829, 830 Joint Stock Bank (1910), Times Newspaper, April 1st . 836 Re, W. N. (1897) 48 . . . .941 Mining Co., /w re (1893), 68 L. T. 437 ; 3 R. 579 . . 64 Automatic Machines (Haydon and Urry's Patents) Ltd., Re, Graafe v. Automatic Machines (Haydon and Urry's Patents) Ltd., [1902] W. N. 236 . . . . . . 698 — Self-Cleansing Filter Syndicate Co., Ltd. v. Cunninghamc, [1906] 2 Ch. 34 ; 75 L. J. (ch.) 437 ; 94 L. T. 651 ; 22 T. L. R. 378 ; 13 Mans, 156, C. A. , , , .119, 357, 358, 364, 421, 427 J Table of Cases PAGE Avery V. Charlesworth( 1913), 30 T.L. R. 215 . . . .384 Axim and Tarkwa Goldfields, Re (1913), Times Newspaper, January 22nd 1452 Ayers v. South Australian Banking Co. (1871), L. R. 3 P. C. 548 ; 7 Moo. P. C. (N. s.) 432 ; 40 L. J. (p. c.) 22 ; 19 W. R. 860 . . 67 Ayre v. Skelseys Adamant Cement Co. (1904), 20 T. L. R. 587 ; (1905), 21 T. L. R. 464, C. A 449 B. Backhouse v. Addressograph, Ltd., Re Addressograph, Ltd. See Addressograph, Ltd., Re, Backhouse v. Addressograph, Ltd. Badcock v. Cumberland Gap Park Co., [1893] 1 Ch. 362 ; 62 L. J. (CH.) 247 ; 68 L. T. 155 ; 41 W. R. 204 ; 3 R. 168 . . . 43 Badger, £;« parte (1798), 4 Ves. 165 1354 Re, Mansell v. Cobham (Viscount), [1905] 1 Ch. 568 ; 74 L. J. (CH.) 327 ; 92 L. T. 230 ; 21 T. L. R. 280 .. . 83, 523 Badman's and Bosanquet's Cases, Re Portuguese Consolidated Copper IVIines, Ltd. See Portuguese Consolidated Copper Mines, Ltd., Re Badman's and Bosanquet's Cases. Baglan Hall ColUery Co., Re (1870), 5 Ch. 346 ; 39 L. J. (CH.) 591 ; 23 L. T. 60 ; 18 W. R. 499 85, 243, 314 Bagnall v. Carlton (1877), 6 Ch. D. 371 ; 47 L. J. (cH.) 30 ; 37 L. T. 481 ; 26 W. R. 243, C. A 188, 189, 190 Bagot Pneumatic Tyre Co. v. Clipper Pneumatic Tyre Co., [1902] 1 Ch. 146 ; 71 L. J. (ch.) 158 ; 85 L. T. 652 ; 50 W. R. 177 ; 18 T. L. R. 161 ; 19 R. P. C. 69 ; 9 Mans. 56, C. A. . . . 192 Bagshaw, Ex parte. Re Empire Assurance Corporation (1867), L. R. 4 Eq. 341 ; 36 L. J. (ch.) 663 ; 16 L. T. 345 ; 15 W. R. 889 89, 1251, 1443, 1445 Ex parte. Re Ker (1879), 13 Ch. D. 304 ; 41 L. T. 743 ; 28 W. R. 403, C. A 1356 Bahamas (Inagua) Sisal Plantation v. Griffin (1897), 14 T. L. R. 139". 538 Bahia and San Francisco Railway, Re (1868), L. R. 3 Q. B. 584 ; 37 L. J. (Q. B.) 126 330 Bailey and Leetham's Case, Re Trent and Humber Shipbuilding Co. (1869), L. R. 8 Eq. 94 ; 38 L. J. (cH.) 485 ; 20 L. T. 301 ; 17 W. R. 1079 1146, 1433 Baillie v. Oriental Telephone and Electric Co., [1915] 1 Ch. 503 ; 84 L. J. (ch.) 409; 112 L. T. 569; 31 T. L. R. 140, C. A. 364, 405, 440, 458, 472 Baillie's Case, [1898] 1 Ch. 110 ; 67 L. J. (ch.) 81 ; 77 L. T. 523 ; 46 W. R. 187 ; 4 Mans. 393 247, 1261 Baily, Ex parte. Re Bowron, Baily and Co. (1868), 2 Ch. App. 592 ; 37 L. J. (CH.) 670 ; 19 L. T. 58 ; 16 W. R. 1093 . . 246 V. British Eqititable Assurance Co., [1904] 1 Ch. 374 ; 73 L. J. (CH.) 240 ; 90 L. T. 335 ; 52 W. R. 549 ; 20 T. L. R. 242 ; 11 Mans. 169 ; reversed sub nom. British Equitable Assurance Co. V. BaUy, [1906] A. C. 35; 75 L. J. (ch.) 73; 94 L. T. 1 ; 13 Man- son, 13; 22 T. L. R. 152 118, 357, 450, 947 Bain v. Whitehaven Furness Railway (1850), 3 H. L. Cas. 1 . .233 Bainbridge v. Smith (1889), 41 Ch. D. 462 ; 60 L. T. 879 ; 37 W. R. 594, C. A 419,420,421,444,454 Table of Cases li PAQE Baines, Ex parte. Re National Wholemeal Bread and Biscuit Co. (No. 2). See National Wholemeal Bread and Biscuit Co., Re, Ex parte Baines (No. 2). Baird's Case (1870), 5 Ch. 725 ; 23 L. T. 424 ; 18 W. R. 1094 . . 1256 [1899] 2 Ch. 593 ; 80 L. T. 870 ; 47 W. R. 695 97, 111, 305, 1270, 1300 Baker v. Lamport Mid Somerset Benefit Building Society (1912), 56 Sol. Jo. 224 663 Baker's Case, Re Contract Corporation (1871), 7 Ch. App. 113; 41 L. J. (CH.) 275 ; 25 L. T. 726 ; 20 W. R. 169 . . . . 1265 Baker, Tuckers and Co., W. N. (1894), 33 998 Balaghat Gold Mining Co., Re, [1901] 2 K. B. 665 ; 70 L. J. (k. b.) 866 ; 85 L. T. 8 ; 49 W. R. 625 ; 17 T. L. R. 660, C. A. . 232, 542 Balbirnie, Re, Ex parte Jameson (1876), 3 Ch. D. 488 ; 35 L. T. 533, C. A 1347 Balcobo Tin Mines, 2?e (1912), 00345 1079 Balfe V. Blake (1850), 1 Ir. Ch. Rop. 365 673 v. Lord (1842), 2 Dr. & War. 480; 1 Con. & L. 519; 4Ir. Eq. R. 468 565 Balfour v. Ernest (1859), 5 C. B. (n. s.) 601 ; 28 L. J. (c. p.) 170 ; 5 Jur. (N. s.) 439 ; 7 W. R. 207 528 Balgooley Distillery Co., Re (1885), 17 L. R. Ir. 239, C. A. . 93, 94 Balkis ConsoUdatod Co., Re (1888), 58 L. T. 300; 36 W. R. 392 . 341 — V. Tomkinson, [1893] A. C. 396 ; 63 L. J. (Q. B.) 134 ; 69 L. T. 598 ; 42 W. R. 204 ; 1 R. 178 . . 331 Ball, Ex parte (1853), 3 De G. M. & G. 155 ; 22 L. J. (bcy.) 27 ; 17 Jur. 198 T. 396 ; 23 1366 1272 R. 667; 16 525, 532, 625 . 417 1135. . 741 978, 996, 1450 Eq. 59; 32 . 377, 1407 — Ex parte, Re Adams (1870), 10 Ch. App. 48 ; 31 L. W. R. 119 Ballachulish Slate Quarries v. Menzies (1908), 45 S. L. S. L. T. 48 BalUna, etc., Co., Re (1888), 21 L. R. Ir. 497 Balmenach Glenlivet Distillery v. Croall (1906), 8 Eraser, Bamford and Co., Re, [1910] 1 Ir. 390 . Bangor and Portmadoc Slate Co., Re (1875), L. R. 20 L. T. 389 ; 23 W. R. 785 . Bank of Africa v. Salisbury Gold Mining Co., [1892] A. C. 281 ; 61 L. J. (p. c.) 34 ; 66 L. T. 237 ; 41 W. R. 47 . . 323 Australasia v. Breillat (1847), 6 Moore P. C. 152 ; 12 Jur. 189 S2, 83, 525 Brazil, Ex parte. Re English Bank of the River Plate. See English Bank of the River Plate Re, Ex parte Bank of Brazil. Egypt, i?e, [1913] 1 I. R. 502 1162 England v. Cutler, [1908] 2 K. B. 208 ; 77 L. J. (k. b.) 889 ; 98 L. T. 336 ; 24 T. L. R. 518 ; 52 Sol. Jo. 442, C. A. 330, 331 Gibraltar and Malta, Re (1865), 1 Ch. App. 69 ; 35 L. J. (ch.) 49 ; 13 L. T. 386 ; 11 Jur. (n. s.) 916 ; 14 W. R. 953 1148, 1194, 1424, 1456 — Hindustan, China and Japan, Re, Alison's Case. See Alison's Case, Re Bank of Hindustan, China and Japan. — - Hindustan, China and Japan, Re, Anderson's Case. See Anderson's Case, Re Bank of Hindustan, China and Japan. -" Hindustan, China and Japan, Re, Pricker's Case. See Frickor's Case, Re Bank of Hindustan, China and Japan. Hi Table of Cases PAGE Bank of Hindustan, Cliina and Japan, Re, Harrison's Case. See Harrison's Case, Re Bank of Hindustan, China and Japan. Hindustan, Cliina and Japan, Re, Higg's Case. See Higg's Case, Re Bank of Hindastan, China and Japan. Hindustan, China and Japan, Re, Ex parte Kintrea. See Kintrea, Ex jxirte. Re Bank of ffindustan, China and Japan. • Hindustan, China and Japan, Re, Ex parte Levick (1867), L. R. 5 Eq. 69; 17 L. T. 237; 16 W. R. 102 1025, 1146, 1421 Hindustan, China and Japan, Re, Ex parte Los, See Los, Ex parte. Re Bank of Hindastan, China and Japan. Hindastan, China and Japan, Re, Martin's Case. See Martin's Case, Re Bank of Hindastan, China and Japan. Hindustan, China and Japan, Re, Mitchell's Case. See Mitchell's Case, Re Bank of Hindustan, China and Japan. Hindustan, Cliina and Japan, Re, Ex parte Smith. See Smith, Ex parte. Re Bank of Hindastan, China and Japan. Hindustan, Cliina and Japan, Re, Snow's Case. See Snow's Case, Re Bank of Hindustan, China and Japan. Hindastan, China and Japan, Re, Swan's Case. See Swan's Case, Re Bank of Hindustan, Cliina and Japan. Hindastan, China and Japan v. Allison (1871), L. R. 6 C. P. 222 ; 40 L. J. (c. p.) 117 ; 23 L. T. 854 ; 19 W. R. 505 1250 Hindastan v. Eastern Financial Association (1869), L. R. 2 P. C. 489 ; 7 Moo. P. C. (n. s.) 35 ; 20 L. T. 889 ; 17 W. R. 554 1317 Ireland, Re, Ex parte Ligoniol Spinning Co. See Ligoniel Spin- ning Co., Re, Ex parte Bank of Ireland. Ireland v. Cogry Spinning Co., [1900] 1 Ir. 219 . . . 534 — Ireland v. Evans' Charities Trustees (1855), 5 H. L. C. 389 ; 3 W. R. 573 349, 436, 444 Lotidon and National Provincial Insurance Association, Re (1871), 6 Ch. App. 421 ; 40 L. J. (CH.) 562 ; 19 W. R. 484 907 London and National Provincial Insurance Association, Ex parte. Re Muggeridge, Muggeridge v. Sharp. See Muggeridgo, Re, INIuggeridge v. Sharp, Ex parte Bank of London and National Provincial Insurance Association. London Assurance Association, Re, Part's Case. See Part's Case, Re Bank of London Assurance Association. — Scotland v. Macleod, [1914] A. C. 311 ; 83 L. J (P. c.) 250; 110 L. T. 94G 538, 1020 South Australia, Re (No. 1), [1894] 3 Ch. 722 ; 64 L. J. (ch.) 44 ; 13 R. 343 944, 1454, 1458, 1459 South Australia, Re (No. 2), [1895] 1 Ch. 578 ; 64 L. J. (ch.) 397 ; 72 L. T. 273 ; 43 W. R. 359 ; T> ti. 166 ; 2 Mans. 129, C. A. . . 944, 1086, 1^44, 1446, 1453, 1454, 1459 South Australia, Re (No. 2) (1895), 13 Rep. 343 ; 2 Mans. 148 1069 South Austraha v. Abrahams (1875), L. R. 6 P. C. 265 ; 44 L. J. (p. c.) 76 ; 32 L. T. 277 ; 23 W. R. 668 . . . . 524 Banknock Co. (1897), 24 Rettie, 476 741 Bannatyno v. Direct Spanish Telegraph Co. (1886), 34 Ch. D. 287 ; 56 L, J. (cp.) 107 J 55 L. T. 716 ; 35 W. R. 125, C. A. . 740, 773 Table of Cases liii PAGE Baiinatyne D, Mac Iver, [1906] 1 K. B. 103 ; 75 L. J. (k. b.) 120 ; 94 L. T. 150 ; 54 W. R. 293, C. A 530, 1383 Banner, Ex parte, Re Keyworth (1874), 9 Ch. App, 379 ; 43 L. J. (bcy.) 102 ; 30 L. T. 620 1351 Bansha Woollen Co., Re (1888), 21 L. R. Ir. 181 . . . . 528 Barangah Oil Refining Co., Re, Arnot's Case. See Arnot's Case, Re Barangah Oil Refining Co. Barber's Case (1877), 5 Ch. D. 963 ; 26 W. R. 3, C. A. . . . 410 Barber and Co., Re, Ex parte Agra Bank. See Agra Bank, Ex parte. Re Barber and Co. Barclay v. Pearson, [1893] 2 Ch. 154 ; 62 L. J. (ch.) 636 ; 08 L. T. 709 ; 42 W. R. 74 ; 3 R. 388 7 Barclay's Bank, Re (1918) 62 Sol. Jo. 752 . . . . 830, 838 Case, Re Mexican and South American Mining Co. (1858), 26 Beav. 177 ; 27 L. J. (Ch.) 660 ; 4 Jur. (n, s.) 1042 . . 908 Barclay and Co. (1910) (unreported) ...... 802 Barclay & Co. v. Earl's Shipbuilding and Engineering Co., Re Earlo's Shipbuilding and Engineering Co. See Earlo's Shipbuilding and Engineering Co., Re, Barclay & Co. V. Earlo's Shipljuilding and Engineering Co. V. Poole, [1907] 2 Ch. 284 ; 76 L. J. (ch.) 488 . . 612 Barclay Perkins & Co. (1911), Times Newspaper, May 24th . 778, 791 Bardwell v. Sheffield Waterworks Co. (1872), L. R. 14 Eq. 517 ; 41 L. J, (CH.) 700; 20W. R. 939 487 Bargate v. Shortridge (1855), 5 H. L. C. 297 ; 24 L. J. (ch.) 457 ; 3 Eq. Rep. 605; 3 W. R. 423 . . . 338, 342, 433, 528, 1262 Barge's Case (1868), L. R. 5 Eq. 420 ; 18 L. T. 227 , . 313, 1016 Baring V. Dix (1786), 1 CoK, 213 915 Gould V. Sharpington Combined Pick and Shovel Syndicate, [1899] 2 Ch. 80 ; 68 L. J. (ch.) 429 ; 80 L. T. 739 ; 47 W. R. 564, C. A. . - 1441, 1448 Barker, Re, Ex j^arte Kilner. See Kilner, Ex parte. Re Barker. V. Stickney, [1919] 1 K. B. 121; 88 L. J. (k. b.) 315; 120 L. T. 172, C. A 192 Barnard, Ex parte. Re Great Kruger Gold Mining Co. See Great Kruger Gold Mining Co., Re, Ex parte Barnard. Barnby's, Ltd., Re, Fallows v. Barnby's, Ltd., W. N. (1899) 103 . 558 Bank, Re, Helbert v. Banner. See Helbert v. Banner, Re Barned's Bank. Barncd's Banking Co., TZe (1S67), 36 L. J. (ch.) 215 . .1310 1311 Re, Andrews' Case. See Andrews' Case, Re Barned's Banking Co. Re, Ex parte Contract Corporation, 2 Ch. App. 350 1143 _ Jie, Ex parte Contract Corporation (1867), 3 Ch. 105 ; 37 L. J. (cH.) 81 ; 17 L. T. 269 ; 16 W. R. 193 84, 89, 340, 433, 434, 443, 528, 529, 1015, 1255 . Re, Coupland's Claim. See Coupland's Claim, Re Barned's Banking Co. . Re, Ex p>artc Joint Stock Discount Co. (1875), 10 Ch. App. 198 ; 44 L. J. (en.) 494 ; 31 L. T. 862 ; 23 W. R. 281 ... 1374 — ■ ■ Re, Ivellock's Case. See Kellock's Case, Re Barned's Banking Co. liv Table of Cases PAGE Bamed's Banking Co., Re, Leech's Claim. See Leech's Claim, Re Bamed's Banking Co. Re, Peel's Case. See Peel's Case, Re Bamed's Banking Co. Barnes, Ex parte, [1896] A. C. 146 ; 65 L. J. (ch.) 394 ; 74 L. T. 153 ; 44 W. R. 433 ; 3 Mans. 63 1055 Barnett, Ex parte. Re Deveze (1874), 9 Ch. App. 293 ; 43 L. J. (bcy.) 87 ; 29 L. T. 858 ; 22 W. R. 283 .... 1389 Ex parte, Re Reed. See Reed, Re, Ex parte Bamett. V. Crystal Palace (1861), 4 L. T. 403 ; 2 F. & F. 443 . . 445 , Hoares & Co. v. South London Tramways (1887), 18 Q. B. D. 815 ; 56 L. J. (q. b.) 452 ; 57 L. T. 436 ; 35 W. R. 640 444, 445 Bamett's Case, Re Essex Brewery Co. (1874), L. R. 18 Eq. 507 ; 30 L. T. 862 ; 22 W. R. 891 250 Re Stranton Iron and Steel Co. (1875), L. R. 19 Eq. 449 ; 44 L. J. (ch.) 233 ; 23 W. R. 378 1302 Barney v. Stubbs (Joshua) Ltd., Re Stubbs (Joshua) Ltd. See Stubbs (Joshua) Ltd., Re, Barney v. Stubbs (Joshua) Ltd. Barnton Hotel Co. v. Cook (1899), 1 Eraser, 1190 ; 36 Sc. L. R. 938 447, 1351 Baron Cigarette Machine Co., Re (1912), 28 T. L. R. 394 . . 1085 Barr v. Harding (1888), 58 L. T. 74 ; 36 W. R. 216 . . . 660 Barrett's Case (1865), 3 De G. J. & S. 30 ; 34 L. J. (cfl.) 558 ; 12 L. T. 514 ; 13 W. R. 826 247 2?eMoseley Green Coal and Coke Co. (1864), 4 DeG. J. & S. 416 ; 10 L. T. 594 ; 10 Jur. (n. s.) 711 ; 12 W. R. 925 1240, 1252 Re Moseley Green Coal and Coke Co. (1865), 4 De G. J. & S. 756 ; 34 L. J. (bcy.) 41 ; 12 L. T. 193 ; 13 W. R. 559 . 1385 Barron v. Potter, [1914] 1 Ch. 895 ; 83 L. J. (ch.) 646 ; 110 L. T. 929 ; 58 Sol. Jo. 516; 30 T. L. R. 401 . . . •. . 427,431 Barrow v. Paringa Mines (1909), Ltd., [1909] 2 Ch. 658 ; 78 L. J. (ch.) 723 ; 101 L. T. 346 213, 214, 1444 Barrow's Case, Re Overend, Gurney & Co. (1868), 3 Ch. App. 784 ; 38 L. J. (CH.) 15 ; 19 L. T. 271 ; 16 W. R. 1160 . 1312 Re Stapleford Colliery Co. (1879), 14 Ch. D. 432 ; 49 L. J. (CH.) 498 ; 42 L. T. 891 ; 28 W. R. 270, C. A. 331, 1249 Re Stapleford Colliery Cq. (1880), 49 L. J. (CH.) 253 ; 42 L. T. 12 ; 28 W. R. 341 400 Barrow Hsematite Steel Co., Re (1888), 39 Ch. D. 582 ; 58 L. J. (CH.) 148 ; 59 L. T. 500 ; 37 W. R. 249 740, 772, 777 — Re, [1900] 2 Ch. 846 ; [1901] 2 Ch. 746 ; 71 L. J. (CH.) 15 ; 85 L. T. 493 ; 50 W. R. 71 ; 18 T. L. R. 9, C. A 746 Barrow-in-Furness, etc.. Land Co., Re (1880), 14 Ch. D. 400; 42 L. T. 888 ; . .308 Barry v. Croskey (1861), 2 J. & H. 1 279 Bartitsu Light Cure (1908), Times, January 13th .... 943 Bartlott V. Mayfair Property Co., Re jNIayfair Property Co. See Mayfair Property Co., Re, Bartlett v. Mayfair Property Co. V. Northumberland Avenue Hotel Co. (1885), 53 L. T. 611, C. A 663 Table of Cases Iv PAGE Barton v. London and North Western Rail. Co. (1889), 24 Q. B. D. 77 ; 59 L. J. (q. b.) 33 ; 62 L. T. 164 ; 38 W. R. 197, C. A 350, 1256 V. North Staffordshire Rail. Co. (1888), 38 Ch. D. 458; 57 L. J. (CH.) 800 ; 58 L. T. 549 ; 36 W. R. 754 . . . . 350 Barton's Case, Re National Patent Steam Fuel Co. (1859), 4 De G. & J. 46 ; 28 L. J. (ch.) 637 ; 5 Jur. (n. s.) 420, C. A. . . . 325 Barton-upon-Humber and District Water Co., Re (1889), 42 Ch. D. 585 ; 58 L. J. (ch.) 613 ; 61 L. T. 803 ; 38 W. R. 8 ; 1 Meg. 412 899, 91'2 Barwick v. Joint Stock Bank (1867), L. R. 2 Ex. 259 ; 36 L. J. (ex.) 147 ; 16 L. T. 461 ; 15 W. R. 877 . . . . 268, 435, 436 Basden, Ex parte. Re Drucker (No. 1). See Druckor, Re, Ex parte Basden (No. 1). Bassett, iJe, ^xparie Lewis (1895), 2 Mans. 177 .... 1201 Basset's Plaster Co., Re, [1894] 2 Q. B. 96 ; 63 L. J. (q. b.) 518 ; 70 L. T. 658 ; 42 W. R. 410 ; 10 R. 191 ; 1 Mans. 297 . . 927 Basingstoke Canal (Proprietors), Re (1886), 14 W. R. 956 . . 902 Bastow & Co., Re (1867), L. R. 4 Eq. 681 ; 36 L. J. (cH.) 899 ; 16 L. T. 788 ; 15 W. R. 1033 1022, 1023 Bateman, Ex parte. Re Contract Corporation (1867), 15 W. R. 118; affirmed 15 L. T. 495 ; 15 W. R. 245 . . 1029, 1179 V. Ball (1887), 56 L. J. (Q. B.) 291 1168 V. Mid-Wales Rail. Co. (1866), L. R. 1 C. P. 499 ; 35 L. J. (c. p.) 205 ; 12 Jur. (n. s.) 453 ; 14 W. R. 672 ; 1 Har. & Ruth. 508 83 V. Service (1881), 6 App. Cas. 386 ; 50 L. J. (c. p.) 41 ; 44 L. T. 436 8, 31 Bateman's Case, Re Devonport and South Devon Steam Flour Mill Co. See Devonport and South Devon Steam Flour Mill Co., Re, Bateman's Case. Bates, Ex parte, Re Pannell (1879), 11 Ch. D. 914 ; 48 L. J. (boy.) 113 ; 41 L. T. 263 ; 27 W. R. 927, C. A 1381 , Ex parte. Re Progress Assurance Co. See Progress Assurance Co., Re, Ex parjte Bates. Batey, Re, Ex parte Emmanuel. See Emmanuel, Ex parte. Re Batey. Bath, Ex parte. Re Phillips (1883), 22 Ch. D. 450 ; 48 L. T. 293 ; 31 W. R. 281, C. A 1354 (1884), 27 Ch. D. 509 ; 51 L. T. 520 ; 32 W. R. 808, C. A . 1354 Bath V. Standard Land Co., Ltd., [1911] 1 Ch. 618 ; 80 L. J. (ch.) 426 ; 104 L. T. 867 ; 27 T. L. R. 393 ; 55 Sol. Jo. 482 ; 18 Mans. 258, C. A 398, 401 Bath's Case, Re Norwich Provident Insurance Society (1878), 8 Ch. D. 334 ; 47 L. J. (ch.) 601 ; 38 L. T. 267 ; 26 W. R. 441, C. A 69, 84, 327, 1278, 1297 ~ Re Norwich Provident Insurance Society (1879), 11 Ch. D. 386 ; 48 L. J. (ch.) 411 ; 40 L. T. 453 ; 27 W. R. 653 . . 1297 Batson, Re, Ex parte Hastie (1894), 70 L. T. 382 ; 10 R. 135 ; 1 Mans. 45 1181 V. London School Board (1903), 2 L. G. R. 116 ; 20 T. L. R. 23 67 Batten v. Dartmouth Harbours Commissioners (1890), 45 Ch. D. 612 ; 59 L. J. (ch.) 700 ; 62 L. T. 861 ; 38 W. R. 603 716, 1335 V. Wedgwood Coal and Iron Co. (1884), 28 Ch. D. 317 ; 54 L. J. (CH.) 686 ; 52 L. T. 212 ; 33 W. R, 303 . . 715, 716, 1335 Wi Table of Cases PAG£ Battle's Case, Re Smith, Knight & Co. (1870), 39 L. J. (ch.) 391 ; 22 L. T. 464 ; 18 W. R. 620 1265 Baty V. Keswick (1901), 85 L. T. 18 ; 50 W. R. 14 ; 17 T. L. R. 664 253, 273, 280 » Bawtree v. Great North-West Central Railway (1898), 14 T. L. R. 448, C, A 564 Baxters, Ltd., Re, [1898] W. N. 60 1009, 1010 Baylis, Ex parte, Re European Banking Co. See European Banking Co., Re, Ex parte Baylis. Boall, Re, Ex parte BeaU, [1894] 2 Q. B. 135 ; 63 L. J. (q. b.) 425 ; 70 L. T. 643 ; 9 R. 475 ; 1 Mans. 203, C. A 1183 Boar V. Bromley (1852), 18 Q. B. 271 ; 21 L. J. (q. b.) 354 ; 16 Jiu-. 450 ; 7 Ry. & Can. Cas. 507 V. Stevenson (1874), 30 L. T. 502 278 , Brewer and Bowman (1911) (unreported) .... 1003 . See Beer, Brewer, and Bowman. Beattie v. Ebury (Lord) (1872), 7 Ch. App. 777 ; 41 L. J. (en.) 804 ; 27 L. T. 398 ; 20 W. R. 994 ; (1874), L. R. 7 H. L. 102 ; 44 L. J. (CH.) 20 ; 30 L. T. 581 ; 22 W. R. 897 . 434, 435 (E. r.) & Co., Ltd., Re [1901], W. N. 152 . . . . 641 Beaujolais Wine Co., Re (1867), 3 Ch. App. 15 ; 10 W. R. 177 1417, 1424, 1456 Bechstcin, Re (1914), 58 Sol. Jo. 863 442 Bechuanaland Exploration Co. v. London Trading Bank, Ltd., [1898] 2 Q. B. 658 ; 67 L. J. (q. b.) 980 ; 79 L. T. 270 ; 14 T. L. R. 587 ; 3 Com. Cas. 285 545, 546 Beck V. Kantorowicz (1857), 3 K. & J. 230 188 Beck's Case, Re United Ports and General Insurance Co. (1874), 9 Ch. App. 392 ; 43 L. J. (ch.) 531 ; 30 L. T. 346 ; 22 W. R. 460 248, 1144, 1251 Beckwith, Ex parte. Re New British Iron Co., [1898] 1 Ch. 324 ; 67 L. J. (CH.) 164 ; 78 L. T. 155 ; 46 W. R. 376 ; 14 T. L. R. 196 ; 5 Mans. 1G8 440, 1301 Bede Steam Shipping Co., Re, [1917] 1 Ch. 123; 86 L. J. (en.) 65; 115 L. T. 580 ; 61 Sol. Jo. 26 ; 33 T. L. R. 13, C. A. . . 338 Beer v. London and Paris Hotel Co. (1875), L. R. 20 Eq. 412; 32 L. T. 715 387, 445 Beer, Re, Brewer v. Bowman (1915), 113 L. T. 990 ; 59 Sol. Jo. 510 ; 31 T. L. R. 428 997, 1300 Beeston Pneumatic Tyre Co. (1898), 14 T. L. R. 338 . 1409, 1440 Beeton & Co., Re, [1913] 2 Ch. 279; 82 L. J. (cH.) 464; 108 L. T. 918; 57 Sol. Jo. 626 1366 Behagg v. Palmer, [1914] W. N. 416 . . . . 222, 650, 706 Belcher's Case, [1883] W. N. 94 1254 Belfast Shipowners' Co., Re, [1894] 1 Ir. 321, C. A. . . 1026, 1027 Tailors' Co., Partnership, Ltd. [1909] 1 Ir. 49; 43 I. L. T. 24 903, 932, 980, 983, 987, 1417 Belhaven Engineering and Motor Works, Petitioners (1912), 50 S. L. R. 19; [1912]2 S. L. T. 285 1430,1458 Bell, Re (1893), 10 Morr. 115 1226 Bell's Case (1857), 22 Beav. 35; 26 L. J. (ch.) 137 ; 2 Jur. (n. s.) 844 271 (1879), 4 App. Cas. 547 1259 Re Albert Life Assurance Co. (1870), L. R. 9 Eq. 706 1298, 1380 Bell Brothers, Ltd., Re, Ex parte Hodgson (1891), 65 L. T. 245 337, 338 . Lang and Others' Case (1879), 4 App. Cas. 550 . . . 1254 Table of Cases Ivii PAGE Bellaira v. Tucker (1884), 13 Q. B. D. 562 280 Bellerby v. Rowland and Marwood's Steamship Co., Ltd., [1901] 2 Ch. 265 ; 70 L. J. (ch.) 616 ; 84 L. T. 651 ; 17 T. L. R. 510 ; 8 Mans. 411 ; reversed, [1902] 2 Ch. 14; 71 L. J. (ch.) 541 ; 86 L. T. 671 ; 50 W. R. 566 ; 18 T. L. R. 582 ; 9 Mans. 291, C. A. 94, 95, 96, 1244, 1245, 1269 Benhar Coal Co. v. Turnbiill (1883), 10 Rettie, 558 ... 1024 Bennett Brothers (Birmingham), Ltd. v. Lewis (1904), 20 T. L. R. 1, C. A 423 Bennett's Case (1854), 5 De G. M. & G. 284 ; 24 L. J. (en.) 130, C. A. . . ■ 409, 1264 (1867), 16 L. T. 475 1243 Bennett, Masonic and General Life Assurance Co., Ltd. v. Sharpo, Re Sharpe. See Sharpe, Re, Re Bennett, Masonic and General Life Assurance Co., Ltd. v. Sharpe. Benson v. Heathorn (1842), 1 Y. & C. Ch. Cas. 326 . . 404, 427 Bentham Mills Spinning Co., Re (1879), 11 Ch. D. 900 ; 48 L. J. (ch.) 671 ; 41 L. T. 10 ; 28 W. R. 26, C. A 335 Bentinck, Ex parte. Re Branksea Island Co. (Nos. 1 & 2). See Branksea Island Co., Re, Ex parte Bentinck (Nos. 1 & 2), V. London Joint Stock Bank, [1893] 2 Ch. 120 ; 62 L. J. (ch.) 358; 68 L. T. 315; 42 W. R. 140 . . . . 341, 348 Bents' Brewery Co. v. Dykes, [1909] W. N. 51 ; 100 L. T. 476 ; 73 J. P. 227 ; 25 T. L. R. 347 ; 53 Sol. Jo. 302 . . . . 564 Bentley, Ex parte. Re Regent United Service Stores (1879), 12 Ch. D. 850 ; 49 L. J. (ch.) 240 ; 41 L. T. 500 ; 28 W. R. 165 . 308, 1144 Bentley & Co. V. Black (1893), 9 T. L. R. 580, C. A. . . .272 Bentley's Yorkshire Breweries, Re, [1909] 2 Ch. 609 ; 78 L. J. (ch.) 704 ; 101 L. T. 488 ; 53 Sol. Jo. 715 ... . 564, 565 Bentley (Henry) & Co. and Yorkshire Breweries Ltd., Re, Ex parte Harrison. See Harrison, Ex parte, Re Bentley (Henry) & Co. and Yorkshire Brewerios, Ltd. Bermmgham v. Sheridan (1864), 33 Beav. 660 ; 33 L. J. (ch.) 571 ; 10 L. T. 256 ; 10 Jiu-. (n. s.) 415 ; 12 W. R. 658 . . . 1277 Bornicia Steamship Co., Ltd., Re (1900), 69 L. J. (ch.) 194 ; 81 L. T. 816 ; 16 T. L. R. 163 ; 7 Mans. 361 ... . 799, 802 Berry, Ex parte. Re Flack. See Flack, Re, Ex parte Berry. Bessemer Steel and Ordnance Co., Re (1875), 1 Ch. D. 251 ; 33 L. T. 631 ; 24 W. R. 94 837 Best's Case (1865), 2 De G.' J. & S. 650; 34 L. J. (ch.) 523; 12 L. T. 480; 11 Jur. (n. s.) 498; 13 W. R. 762 . . . . 244, 1245 Bethell v. Trench Tuboloss Tyre Co., Re Trench Tuboless Tyre Co. See Trench Tubeless Tyro Co., Re, Bethell v. Trench Tuboloss Tyre Co. Betts V. De Vitre (1868), 3 Ch. 429 ; 37 L. J. (ch.) 325 ; 18 L. T, 165 ; 16 W. R. 529 ; 5 New Rep. 165 435 Botts & Co., Ltd. V. Macnaghton, [1910] 1 Ch. 430 ; 79 L. J. (en.) 207 ; 100 L. T. 922 ; 25 T. L. R. 552 ; 53 Sol. Jo. 521 440, 456, 457, 459, 464 Betzold, Re (1893), 37 Sol. Jo. 05 1009 Beulah Park Estate, Re, Sargood's Claim, ^ee Sargood's Claim, Re Beulah Park Estate. Bevan v. Webb, [1901] 2 Ch. 59 ; 70 L. J. (ch.) 530 ; 84 L. T. 609 ; 49 W. R. 548 ; 17 T. L. R. 440, C. A 647,1134 Bowley, Re, Jefferys v. Jefferys (1871), 24 L. T. 177 ; 19 W. R. 404 1257 Bickerstaff, Be, Ex parte Roche. See Roche, Ex parte. Re Bickerstaff. s.c.L. 5 Iviii Table of Cases PAGE Bidwell Brothers, Re, [1893] 1 Ch. 603 ; 62 L. J. (cH.) 540 . . 465 Bigg V. Donaldson & Co., [1908] S. C. 38 1024 Bigg's Case, Re East Kongsberg Co. (1865), L. R. 1 Eq. 309 ; 35 L. J, (CH.) 216; 13 L. T. 627; 13 Jur. (n. s.) 89; 14 W. R. 244 . 326 Biggerstafi v. Rowatt's Wharf, Ltd., [1896] 2 Ch. 93 ; 65 L. J. (ch.) 536 ; 74 L. T. 473 ; 44 W. R. 536, C. A. 383, 433, 443, 528, 534 Bignold, Ex parte. Re Norwich Yarn Co. See Norwich Yarn Co., Re, Ex parte Bignold. Bill V. Darenth Valley Rail. Co. (1856), 1 H. & N. 305 ; 26 L. J. (ex.) 81 ; 2 Jur. (n. s.) 595 ; 4 W. R. 684 447 Bills V. Smith (1865), 6 B. & S. 314 ; 34 L. J. (q. b.) 68 ; 12 L. T. 22; 11 Jur. (n. s.) 154; 13 W. R. 407 1227 Binney v. Ince Hall Coal and Cannel Co. (1866), 35 L. J. (ch.) 363 ; 14 L. T. 392 ' . . . .230 Birch V. Birch, [1902] P. 130 ; 71 L. J. (p.) 58 ; 86 L. T. 364 ; 50 W. R. 437 ; 18 T. L. R. 485, C. A 1010 V. Cropper, Re Bridgewater Navigation Co. (1889), 14 App. Cas. 525 ; 59 L. J. (ch.) 122 ; 61 L. T. 621 ; 38 W. R. 401 ; 1 Meg. 372 . . . 1.53, 357, 1311, 1333, 1405, 1407, 1432 (Samuel) Co., Ltd., Re, [1907] VV. N. 31 . . . 955, 962 Birch Torr and Vitifer Mining Co., Re (1854), 1 K. & J. 204 ; 3 W. R. 148 948 Bircham, Re, [1895] 2 Ch. 786; 64 L. J. (ch.) 768; 73 L. T. 129; 43 W. R. 673; 12R. 443, C. A 562 Bird, Re, Ex parte Hill. Sec Hill, Ex parte. Re Bird. ■ V. Bird's Patent Deodorizing and Utilizing Sewage Co. (1874), 9 Ch. App. 358 ; 43 L. J. (ch.) 399 ; 30 L. T. 281 . . . 1445 Bird's Case, Re Southampton, etc.. Boat Co. (1864), 4 De G. J. & S. 200 ; 33 L. J. (bcy.) 49 ; 9 L. T. 669 ; 10 Jur. (n. s.) 138 ; 12 W. R. 321 1240, 1252 Birkbeck Permanent Benefit Building Society, (1911), Times, Decem- ber 2nd and 5th . 1145 (1911), (imrcportcd) . 1138 (1912), Times, March 16th . . .836 Re (1912), December 4th (unreported) . 1392 . Re, [1912] 2 Ch. 183; 81 L. J. (ch.) 769; 106L.T. 968; 28T. L. R. 451, C. A. . 1286 [1913] 1 Ch. 400 ; 82 L. J. (CH.)232; 108 L. T. 211; 20Manson, 159; 29T. L.R. 256 86, 13S3 . Re, [1913] 2 Ch. 34; 82 L. J. (CH.) 386; [1913] W. C. & L Rep. 566 ; 108 L. T. 664;57Sol. Jo. 559 1138, 1378 . [1915] 1 Ch. 91 ; 84 L. J. (CH.) 189; [1915] H. B. R. 31; 112 L. T. 213; 31 T. L. R. 51; 59 Sol. Jo. 8 1093, 1410 Table of Cases lix PAGE Birkbeck Permanent Benefit Building Society v, Birkbeck (1913), 29 T. L. R. 218 J383 Birkdale Steam Laundry and Carpet Beating Co., Re, [1893] 2 Q. B. 366; 63 L. J. (Q. B.) 20 ; 42 W. R. 144 ; 5 R. 557 . . . 1055 Birkett v. Cowper-Coles (1919), 35 T. L. R. 298 . . . . 334 Birmingham Banking Co., Ex parte, Re Patent File Co. /S'ee Patent File Co., Re, Ex parte Birmingham Banking Co. Re, Ex parte Brinsley. See Brinsley, Ex parte, Re Birmingham Banking Co. Re, Re London and Mediterranean Bank (1868), 3 Ch. 651 ; 37 L. J. (CH.) 905 ; 19 L. T. 193 ; 16 W. R. 1003 1375, 1434 Birmingham Concert Halls, [1890] W. N. 91 969 Bisgood V. Henderson's Transvaal Estates, Ltd., [1908] 1 Ch. 743 ; 77 L. J. (CH.) 486 ; 98 L. T. 809 ; 24 T. L. R. 510 ; 52 Sol. Jo. 412 ; 15 Mans. 163, C. A. 89, 440, 1434, 1440, 1443 . V. Nile Valley Co., Ltd., [1906] 1 Ch. 747 ; 75 L. J. (cH.) 379 ; 94 L. T. 304 ; 54 W. R. 397 ; 22 T. L. R. 317 ; 13 Mans. 126 89, 1440 Bishop V. Balkis Consolidated Co. (1890), 25 Q. B. D. 512 ; 59 L. J. (Q. B.) 565 ; 63 L. T. 601 ; 39 W. R. 99 . 87, 344, 345 V. Smyrna and Cassaba Rail. Co. (No. 1), [1895] 2 Ch. 265 ; 64 L. J. (CH.) 617 ; 72 L.T.773;43W.R. 647; 13 R. 561 ; 2 Mans. 429 1408 V. (No. 2), [1895] 2 Ch. 596 ; 64 L. J. (CH.) 806 ; 73 L. T. 337 ; 13 R. 803 ; 2 Mans. 575 1408 Bishop's Case, Re Financial Insurance Co. (1869), 7 Ch. App. 296 n. 342 Bishop (E.) and Sons, Ltd., Re, [1900] 2 Ch. 254 ; 69 L. J. (ch.) 513 ; 82 L. T. 756 ; 7 Mans. 342 1450, 1452 Bissell V. Ariel Motors (1906) and George Walker (1910), 27 T. L. R. 73 556 V. Bradford Tramways Co., [1891] W. N. 51 . . . 658 Black u. Homersham (1878), 4 Ex. D. 24; 48 L. J. (ex.) 79; 39 L. T. 671 ; 27 W. R. 171 360 V. Tennent (1S99), 1 Eraser, 423 462 & Co.'s Case, Re Paraguassu Steam Tramway Co. (1873), 8 Ch. App. 254 ; 42 L. J. (ch.) 404 ; 28 L. T. 50 ; 21 W. R. 249 ; (1873), 42 L. J. (ch.) 142 . . .1247,1249,1301,1302,1303 Blackburn, Ex parte, Re Cheesebrough (1871), L. R. 12 Eq. 258 . 1226 V. Parbola, Ltd., Re Parbola, Ltd. See Parbola, Ltd., Re, Blackbiu-n v. Parbola, Ltd. (W.) & Co., Re, Buckley's Case. See Buckley's Case, Re Blackburn (W.) & Co. and District Benefit Building Society, Re, Ex parte Graham (1890), 42 Ch. D. 343 ; 59 L. J. (CH.) 183 ; 61 L. T. 745 ; 38 W. R. 178 ; 2 Meg. 1, C. A, . . 1378 — Building Society v. Cunliffe, Brooks & Co. (1882), 22 Ch. D. 61 ; 31 W, R. 98, C. A. ; affirmed sub nom. Brooks & Co. V. Blackbm-n Building Society (1884), 9 App. Cas. 857 530, 1383 Benefit Building Society v. Cunhffe, Brooks & Co. (1885), 29 Ch. D. 902 ; 54 L. J. (cH.) 1091 ; 53 L. T. 741, C. A. 530, 1383 Philanthropic Assurance Co., Re, [1914] 2 Ch. 430; 84 L. J. (CH.) 145; 21 Manson, 342; 58 Sol. Jo. 798 32, 799, 803, 1284 . , 211 . . 1351 . 1029 . 1302 6 Jut. 299 1256 Case, Ee Ix Table of Cases PAGfi Blackbume, Re (1892), 9 Morr. 249 1351, 1374 Blackpool Motor Car Co., Re, Hamilton v. Blackpool Motor Car Co., Ltd., [1901] 1 Ch. 77 ; 70 L. J. (CH.) 61 ; 49 W. R. 124 ; 8 Mans. 193 1225, 1228, 1376 Blackwall Engineering and Welding Works, i2e (1918), 00182 . . 945 Blair Open Hearth Furnace Co., Re, [1914] 1 Ch. 390; 83 L. J. (ch.) 313; 109 L. T. 839; 21 Manson, 49, C. A. 259, 261, 265, 267, 271, 28.5, 393 V. Reigart (1913), 108 L. T. 665; 57 Sol. Jo. 500 ; 29 T. L. R. 449 . . . 365, 427, 463, 464, 46G Blake v. Smither (1906), 22 T. L. R. 698 903 Blake's Case, Re Life Association of England (1865), 34 Beav. 639 ; 34 L. J. (CH.) 278 ; 12 L. T. 43 ; 11 Jur. (n. s.) 359 ; 13 W. R. 486 . • Blakeley, Re (1892), 9 Morr. 173 V. Dent (1867), 15 W. R. 663 . Blakeley's Case (1868), 17 L. T. 307 ; 16 W. R. 188 Executors, Ex parte (1852), 3 Mac. & G. 726 ; Blakely Ordnance Co., Re, Brett's Case. See Brett's Blakely Ordnance Co. Re, Re IVIotropolitan and Provincial Bank's Claim (1869), L. R. 8 Eq. 244 ; 21 L. T. 12 ; 17 W. R. 869 .. . 1357, 137(i Re, Needliam's Case. See Ncodham's Case, Re Blakely Ordnance Co. Re, Ex parte New Zealand Banking, etc., Co. (1867), 3 Ch. App. 154; 37 L. J. (cH.) 418 ; 18 L. T. 132 ; 16 W. R. 533 . 544 Re, Stocken's Case. See Stocken's Case, Re Blakely Ordnance Co. Blaker v. Herts and Essex Waterworks Co. (1889), 41 Ch. D. 399 ; 58 L.J.(CH.)497;60L.T. 776; 37 W.R. 601; IMog. 217 . 556,662 Bland v. Buchanan, [1901] 2 K. B. 75 ; 70 L. J. (k. b.) 466 ; 84 L. T. 390 ; 65 J. P. 404 ; 49 W. R. 601 ; 17 T. L. R. 348 . . . 466 Bland's Case, Re Westmoreland Green and Blue Slate Co., [1893] 2 Ch. 612 ; 62 L. J. (ch.) 975 ; 69 L. T. 700 ; 2 R. 509, C. A. 1S8, 402 Blandford Gas and Coke Co. (1908) (unreported) . . . .881 Blane, Ex parte, Re Hallett & Co. See Hallett & Co., Re, Ex parte Blane. Blazer Fire Lighter Co., Ltd., Re, [1895] 1 Ch. 402 ; 64 L. J. (cH.) 161 ; 71 L. T. 665 ; 43 W. R. 364 ; 13 R. 52 . . . . 1361 Bleriot Manufacturing Aircraft Co., Re (1916), 32 T. L. R. 253 914, 915. 919, 994, 997 Blood, Ex parte. Re International Provincial Life Assurance Society and Hercules Insurance Society (1870), L. R. 9 Eq. 316; 39 L. J. (ch.) 295 ; 22 L. T. 467 ; 18 W. R. 370 . . . 869, 870 Bloomenthal v. Ford, [1897] A. C. 156 ; 66 L. J. (en.) 253 ; 76 L. T. 205 ; 45 W. R. 449 304, 330, 1249 Bloomer v. Union Coal and Iron Co. (1873), L. R. 16 Eq. 383 ; 43 L. J. (CH.) 96 ; 29 L. T. 130 ; 21 W. R. 821 . . . . 524 Blount V. Blount, [1916] 1 K. B. 230; 85 L. J. (K. B.) 230; 114 L. T. 176 152, 353 Bloxam v. MetropoUtan Railway (1868), 3 Ch. 337 ; 18 L. T. 41 ; 16 W. R. 490 99, 488, 489 Table of Cases Ixi FAOE Bloxam'a Case (1864), 4 De G. J. & S. 447 ; 33 Beav. 529 . 245, 1245 Bloxwich Iron and Steel Co., Re (1894), 8 Rep. 442 ; 1 Mans. 350 . 1069 Bluck, Re, Ex parte Bluck (1887), 56 L. J. (q. b.) 607 ; 57 L. T. 419 ; 35 W. R. 720 ; 4 Morr. 273 1382 Blue Ribbon Life, Accident, Mutual and Industrial Assurance Co., Re (1890), 59 L. J. (ch.) 276 ; 61 L. T. 660 ; 38 W. R. 104 . 888 Bluett V. Stutchbury's, Ltd. (1904), 24 T. L. R. 469, C. A. . . 442 Blundell, Re (1890), 44 Ch. D. 1 ; 59 L. J. (ch.) 269 ; 62 L. T. 620 ; 38 W. R. 707, C. A 1144 Blyth's Case (1876), 4 Ch. D. 140 ; 36 L. T. 124 ; 25 W. R. 200, C. A. 250 Blyth & Co.'s Case (1872), L. R. 13 Eq. 529 ; 20 W. R. 504 . . 1279 BIytho V. Birtley, [1910] 2 Ch. 228 ; 101 L. T. 8942 ; 26 T. L. R. 215, C. A 32 Board of Trade, Ex parte. Re Chudloy. See Chudley, Re, Ex parte Board of Trade. Ex parte. Re Cornish. See Cornish, Re, Ex parte ^ Board of Trade. Ex parte. Re Hunt. See Hunt, Re, Ex parte Board of Trade. V. Employers' Liability Assurance Corporation, Ltd., [1910] 1 K. B. 401 ; 79 L. J. (k. b.) 434 ; 101 L. T. 862 ; 26 T. L. R. 167 ; 54 Sol. Jo. 136 ; 17 Mans. 81 ; reversed, [1910] 2 K. B. 649 ; 79 L. J. (K. B.) 1001 ; 102 L. T. 850 ; 26 T. L. R. 511 ; 54 Soh Jo. 5bl, C. A. . . , 1078, 1095 V. Guarantee Society, [1910] 1 K. B. 410 n. . . 1078 V. Gardner, [1919] W. N. 174; 63 Sol. Jo. 684 . 75 Boddington v. Langford (1845), 15 Ir. Ch. Rep. 558 n. . . . 676 Bodega Co., Ltd., Re, [1904] 1 Ch. 276 ; 73 L. J, (ch.) 198 ; 89 L. T. 694; 52 W. R. 249 ; 11 Mans. 95 424, 439 Bodman, Re, Bodman v. Bodman, [1891] 3 Ch. 135 ; 65 L. T. 522 ; 40 W. R. 60 532 Bodmin United Mines Co., Re (1857), 23 Beav. 370; 26 L. J. (CH.) 570; 3 Jur. (n. s.) 350; 5 W. R. 300 , . . 1167, 1289 Boh via (Republic) Exi^loration Syndicate, iJe, [1914] 1 Ch. 139 ; 83 L. J. (ch.) 235; 110 L. T. 141 ; 21 Manson, 67; 58 Sol. Jo. 321 ; 30 T. L. R. 146 . 484, 1200 Bolland, Ex parte, Re Cherry (1872), 7 Ch. App. 24 ; 25 L. T. 646 ; 20 W. R. 136 1226 Ex parte, Re Winter. See Winter, Re, Ex parte Bolland. Bolognesi's Case, Re London and Mediterranean Bank (1871), 5 Ch. App. 567 ; 40 L. J. (CH.) 26 ; 18 W. R. 876 . , .1015,1434 Bolton V. Natal Land and Colonization Co., [1892] 2 Ch. 124 ; 61 L. J. (CH.) 281 ; 65 L. T. 786 . . . . 100, 488 Benefit Loan Society, Re, Coop v. Booth (1879), 12 Ch. D. 679 ; 49 L. J. (CH.) 39 ; 28 W. R. 164 900 Partners v. Lambert (1889), 41 Ch. D. 295; 58 L. J. (CH.) 425 ; 60 L. T. 687 ; 37 W. R. 434, C. A 244, 434 Bombay, Burmah, etc., Co. v. Dorabji Cursetji Shroff, [1905] A. C. 213 ; 74 L. J. (p. c.) 41 ; 91 L. T. 812 ; 21 T. L. R. 148 ; 12 Mans. 169 366 Burmah Trading Corporation v. Smith (1894), 21 Ind. App. 139 335, 357 Pomore Road (No. 9), Re, [1906] 1 Ch. 359 ; 75 L. J. (ch.) 157 ; 94 L, T, 403 ; 54 W. R. 312 ; 13 Mans. 67 . , , . 560, U26 Ixii Table of Cases PAGE Bonacino, Re, Ex parte Discount Banking Co. (1894), 1 ^lans. 59 ; 10 R. 147 1354 Bonanza Creek Gold Mining Co. v. Regem, [1916] 1 A. C. 566; 85 L. J. (p. c.) 114; 114L. T. 765; 32T. L. R. 333 ... 67 Bond V. Barrow Heematite Steel Co., [1902] 1 Ch. 353 ; 71 L. J. (ch.) 246 ; 86 L. T. 10 ; 50 W. R. 295 ; 18 T. L. R. 249 ; 9 Mans. 69 102, 104, 353, 486 BonelU's Telegraph Co., Re, Collie's Claim. See CoUie's Claim, Re BoneUi's Telegraph Co. Booker, Ex parte. Re West of England Bank. See West of England Bank, Re, Ex parte Booker. Boord V. African Consolidated Land and Trading, etc., Co., [1898] 1 Ch. 596 ; 67 L. J. (ch.) 451 ; 77 L. T. 553 ; 46 W. R. 150 ; 14 T. L. R. 116 232 Booths. HeUiweU, [1914] 3 K. B. 252; 83 L. J. (k. b.) 1548; 111 L. T. 542 ; 78 J. P. 223 ; 12 L. G. R. 940 ; 24 Cox, C. C. 361 ; 30 T. L. R. 529 55 V. Hutchinson (1873), L. R. 15 Eq. 30; 42 L. J. (ch.) 492; 27 L. T. 600; 21 W. R. 116 1387 V. New Afrikander Gold Mining Co., Ltd., [1903] 1 Ch. 295; 72 L. J. (CH.) 125; 87 L. T. 509; 51 W. R. 193; 19 T. L. R. 67 ; 10 Mans. 56, C. A. . . . 212, 213, 1444 V. Walkden Spinning and Manufacturing Co., [1902] 2 K. B. 368 ; 78 L. J. (k. b.) 764 ; 16 Mans. 225 .... 841 Bootle Cold Storage and Ice Co., Re, [1901] W. N. 54 ; 110 L. T. Jo. 447 641, 642 Borax Co., Re, Foster v. Borax Co., [1901] 1 Ch. 326 ; 70 L. J. (ch.) 162 ; 83 L. T. 638 ; 49 W. R. 212 ; 17 T. L. R. 159, C. A. 89, 534, 538 Borland's Trustee v. Steel Brothers, [1901] 1 Ch. 279 ; 70 L. J. (ch.) 51 ; 49 W. R. 120 ; 17 T. L. R. 45 . . 119,230,323,339 Born, Re, Curnock v. Born, [1900] 2 Ch. 433 ; 69 L. J. (ch.) 669 ; 83 L. T. 51 ; 49 W. R. 23 . . . . 671, 1171, 1309, 1335, 1350 Borough Commercial and Building Society (No. 1), Re [1893] 2 Ch. 242 ; 62 L. J. (ch.) 456 ; 69 L. T. 96 ; 41 W. R. 313 ; 3 R. 339 97, 1270 Berwick v. Southwark Corporation, [1909] 1 K. B. 78 ; 78 L. J. (K. b.) 121 ; 99 L. T. 841 ; 73 J. P. 38 ; 7 L. G. R. 10 . . 1361 Bosanquet v. St. John Del Rey Mining Co. (1897), 77 L. T. 206; 13 T. L. R. 525 101, 102 Bosch V. Sims Manufacturing Co. (1909), 25 T. L. R. 419 . . 1449 Boschoek Proprietary Co., Ltd. v. Fuke, [1906] 1 Ch. 148 ; 75 L. J. (ch.) 261 ; 94 L. T. 398 ; 54 W. R. 359 ; 22 T. L. R. 196 ; 13 Mans. 100 310, 400, 404, 410, 420, 439, 442, 447, 455, 456, 457, 528 Boston Deep Sea Fishing and Ice Co. v. Ansell (1888), 39 Ch. D. 339 ; 59 L. T. 345, C. A 403, 423, 443 Boswell V. Coaks (1894), 6 R. 167 1010 Bosworthen and Penzance Mining Co., Re, Jones' Case. See Jones' Case, Re Bosworthen and Penzance Mining Co. Botten V. City and Suburban Permanent Building Society, [1895] 2 Ch. 441 ; 64 L. J. (ch.) 609 ; 72 L. T. 722 ; 44 W. R. 12 ; 13 R. 591 117 Bottomgate Industrial Co-operative Society (1895), 75 L. T. 712 . 531 Bottomley v. Brougham, [1908] 1 K. B. 584 ; 77 L. J. (k. b.) 311 ; 99 L. T. Ill ; 24 T. L. R. 262 ; 52 Sol. Jo. 225 . . . . 1055 Bottomley's Case (1880), 16 Ch. D. 681 ; 50 L. J. (ch.) 167 ; 43 L. T. G20 ; 29 W. R. 133 310, 325, 429, 434 Table of Cases Ixiii PAGE Bouch V. Sproulo (1887), 12 App. Cas. 385 ; 5G L. J. (cu.) 1037 ; 57 L. T. 345 ; 36 W. R. 193 . . . . 105, 354, 355, 1408 Bouchard, Ex parte. Be Moojen (1879), 12 Ch. D. 26 ; 48 L. J. (bcy.) 105 ; 28 W. R. 129 1351 Boulton V. Jones (1857), 2 H. & N. 564 ; 27 L. J. (ex.) 117 ; 3 Jur. (n. s.) 1156; 6W. R. 107 1261 Bound & Co., Re, W. N. (1893) 21 ... . 974, 975, 976 Bourne v. Swan and Edgar, Ltd., [1903] 1 Ch. 211 ; 72 L. J. (ch.) 168; 87L. T. 589; 51W.R. 213; 19 T. L. R. 59; 20R. P. C. 105 60 Bowden v. RusseU (1877), 46 L. J. (ch.) 414 ; 36 L. T. 177 . . 950 Bowen v. Brecon Railway (1867), L. R. 3 Eq. 541 ; 36 L. J. (ch.) 344 ; 16 L. T. 6 ; 15 W. R. 482 649 V. Defrios (N.) & Co., Ltd., Re Defries (N.) & Co., Ltd. See Defrios (N.) & Co., Ltd., Re, Bowen v. Defries (N.) & Co., Ltd. Bowen's Case (1S56), 4 W. R. 800 1290 Bower v. Foreign and Colonial Gas Co., W. N. (1877) 222 . . 524 Bowering v. English McKonna Process, Ltd., Re English McKenna Process, Ltd. See English McKenna Process, Ltd., Re Bowering V. Tlie Co. Bowes, Re, Strathmore (Earl) v. Vane (1887), 33 Ch. D. 586 ; 56 L. J. (CH.) 143 ; 55 L. T. 260 ; 35 W. R. 166 . . . . 1351 V. Hope Life Assurance Society and National and Provincial Insurance Association (1865), 11 H. L. C. 389; 35 L. J. (en.) 574 ; 12 L. T. 680 ; 11 Jur. (n. s.) 643 ; 13 W. R. 790 900, 944, 980 Bowhng and Welby's Contract, [1895] 1 Ch. 663 ; 64 L. J. (ch.) 427 ; 72 L. T. 411 ; 43 W. R. 417 ; 12 R. 218 ; 2 Mans. 257, C. A. 18, 900, 907, 908, 1008, 1009 Bowman v. Secular Society, [1917] A. C. 406; 86 L. J. (ch.) 568; 117 L. T. 161 ; 61 Sol. Jo. 478; 33 T. L. R. 376 . .13, 15, 69, 898 Bowron, Baily & Co., Re, Ex parte Baily. See Baily, Ex parte. Re Bowron, Baily & Co. Boyer (Paul), Ltd. v. Edwardes (1901), 18 T. L. R. 3 . . . 217 Boyle V. Bettws Llantwit ColUery Co. (1876), 2 Ch. D. 726 ; 45 L. J. (CH.) 748 ; 34 L. T. 844 662 Boyle's Case (1885), 54 L. J. (ch.) 550 ; 52 L. T. 501 ; 33 W. R. 450 246 Boynton (A.), Ltd., Re, Hoffmann v. Boynton (A.), Ltd., [1910] 1 Ch. 519 ; 79 L. J. (ch.) 247 ; 102 L. T. 273 ; 26 T. L. R. 294 ; 54 Sol. Jo. 208 ; 17 Mans. 36 674,1336 Brabourne v. Anglo-Austrian Printing and Publishing Union, Re Anglo-Austrian Printing and Publishing Union. See Anglo- Austrian Printing and Pubhshing Union, Re, Brabourne v. Anglo- Austrian Printing and Publishing Union. Bradford Banking Co. v. Briggs (1886), 31 Ch. D. 19; reversed (1886), 12 App. Cas. 29 ; 56 L. J. (ch.) 364 ; 56 L. T. 62 ; 35 W. R. 421 230, 231, 323 Navigation Co., Re (1870), L. R. 10 Eq. 331 ; 18 W. R. 592 ; affirmed (1870), 5 Ch. App. 600 ; 39 L. J. (ch.) 733 ; 23 L. T. 487 ; 18 W. R. 1093 . . . 902, 908, 977, 1009, 1013 Bradley v. Carritt, [1903], A. C. 253 ; 72 L. J. (k. b.) 471 ; 88 L. T, 033 ; 51 W. R. 636 ; 19 T. L. R. 466 223 Bradshaw, Ex parte. Re Colonial Trusts Corporation. See Colonial Trusts Corporation, Re, Ex parte Bradshaw. Brailey v. Rhodesia Consolidated, Ltd., [1910] 2 Ch. 95 ; 79 L. J. (ch.) 494; 102 L. T. 805 ; 54 Sol. Jo. 475; 17 Maps, 222 . H42 Ixiv Table of Cases PAGE Braintree and Bocking Gas Co., Re, [1920] W. N. 150 . . . 800 Braithwaite v. A.-G., [1909] 1 Ch. 510 ; 78 L. J. (ch.) 314 ; 100 L. T. 599 ; 73 J. P. 209 ; 25 T. L. R. 333 1410 Brampton and Longtown Rail. Co., Re, Addison's Case. See Addi- son's Case, Re Brampton and Longtown Rail. Co. — — Re, Shaw's Claim. See Shaw's Claim, Re Brampton and Longtown Railway. Brandt, Sons & Co. v. Dunlop Rubber Co., [1905] A. 0. 454 ; 74 L. J. (K. B.) 898 ; 93 L. T. 495 ; 21 T. L. R. 710 ; 11 Com. Cas. 1 . 445 Brandy Distillers Co., Re (1901), 17 T. L. R. 272, C. A. . . . 969 Branksea Island Co., Re, Ex parte Bentinck(No. 1) (1888), 1 Meg. 12, C. A .300 Co., Re, Ex parte Bentinck (No. 2) (1888), 1 Meg. 23, C. A 336, 1262 Branson, Re, [1914] 2 K. B. 701; 83 L. J. (k. b.) 1316; 110 L. T. 940; 21 Manson. 160; 58 Sol. Jo. 416 1139 Branwliite, Ex parte. Re West of England and South Wales District Bank (1879), 48 L. J. (ch.) 4G3 ; 40 L. T. 6-52 ; 27 W. R. 646 1302, 1305, 1307 Brasnett's Case, Re Norwich Equitable Fire Insurance Co. (1886), 53 L. T. 569 ; 34 W. R. 206, C. A 1305 Braunstein and Marjolaine, Re (1914), 112 L. T. 25; 58 Sol. Jo. 755 659 Bray v. Smith (1908), 124 L. T. Jo. 293 410 Braybrooke v. Whaley, [1919] 1 K. B. 435; 88 L. J. (k. b.) 577; 120 L. T. 281 ; 63 Sol. Jo. 673 565 Brazilian Rubber Plantations and Estates, [1911] W. N. 13 . 1012, 1166 Rubber Plantations and Estates, Re, [1911] 1 Ch. 425 ; 80 L. J. (CH). 221 ; 103 L. T. 697 ; 27 T. L. R. 109 ; 18 Mans. 177 184, 397, 399, 400, 1144, 1200 Bread Supply Association, Re, Konrath's Case (1893), 62 L. J. (ch.) 376 ; 68 L. T. 434 ; 3 R. 288 417 Breay v. Royal British Nurses' Association, [1897] 2 Ch. 272 ; 66 L. J. (CH.) 587 ; 76 L. T. 735 ; 46 W. R. 86, C. A. . , .86 Breckenridge's Ca;se, Re Scottish Universal Finance Bank (1865), 2 H. & M. 642 237, 1141 Breech-loading Armomy Co., Re, Re Merchants Co., (1867), L. R. 4 Eq. 453 1180, 1181 Brenes & Co. v. Downie, [1914] S. C. 97; 51 S. L. R. 69; [1913] 2 S. L. T. 392 398, 434 Brentford and Isleworth Tramways Co., Re (1884), 26 Ch. D. 527 ; 53 L. J. (CH.) 624 ; 50 L. T. 580 ; 32 W. R. 895 . . 901, 902 Brereton v. Edwards (1888), 21 Q. B. D. 226 ; 60 L. T. 5 ; 37 W. R. 47, C. A 344 Brett, Ex parte. Re Old Buslmiills Distillery Co. See Old Bushmills Distillery Co., Re, Ex parte Brett. Brett's Case, Re Blakely Ordnance Co. (1871), 6 Ch. App. 800; 40 L. J. (CH.) 497 ; 25 L. T. 47 ; 19 W. R. 687 ; (1873), 8 Ch. App. 800 ; 43 L. J. (ch.) 47 ; 29 L. T. 256 ; 22 W. R. 22 1297, 1298 and Morris' Case (1873), 8 Ch. App. 800 ; 43 L. J. (ch.) 47 ; 29 L. T. 256 ; 22 W. R. 22 1297 Brettingham, Re, [1904] W. N. 168 893 Brewery Assets Corporation, Re, Trmnan's Cage. iSee Trumaii'g CjisOj Re Brewerj^ Assets Corporation- FAGB 453 38 L. J. (CH.) 201 ; . 327, 1278 (CH.) 478 ; 22 L. T. . 248, 1250 ; 50 L.J. (CH.) 470 ; 1381 Table of Cases Ixv Brick and Stono Co., lie, VV. N. (1878) 140 . Bridger and Neill's Case (1869), 4 Ch. App. 266 ; 19 L. T. 624 ; 17 W. R. 216 . Bridger's Case (1870), 5 Ch. App. 305 ; 39 L. J. 737; 18 W. R. 412 . Bridges, Re, Hill v. Bridges (1881), 17 Ch. D. 342 ; 44 L. T, 730 Bridgewater Engineering Co., Re (1879), 12 Ch. D. 181 ; 48 L. J. (CH.)389 1020,1021,1349,1350 Navigation Co., Re (1888), 39 Ch. D. 1 ; 57 L. J. (CH.) 809 ; 58 L. T. 476 ; 36 W. R. 769 377 ije, [1891] 2 Ch. 317 ; 60 L. J. (ch.) 415 ; 64 L. T. 576, C. A. . . \ . . . 166, 354, 1408 Bridgewater Navigation Co., Re, Birch v. Cropper. See Birch v. Cropper, Re Bridgewater Navigation Co. Bridport Old Brewery Co., Re (1867), 2 Ch. App. 191 ; 15 L. T. 643 ; 15 W. R. 291 432, 458, 530, 1426, 1456 Brigg's Case, Re Hop and Malt Exchange and Warehouse Co. (1866), L. R. 1 Eq. 483 ; 35 L. J. (ch.) 320 ; 14 L. T. 39 ; 12 Jiu". (n. s.) 322 ; 35 Beav. 273 275 Briggs V. Massey (1880), 42 L. T. 49 347 V. Massey (1881), 50 L. J. (ch.) 747 ; (1882), 51 L. J. (ch.) 447 ; 46 L. T. 354 ; 30 W. R. 325, C. A. . ". . . 374 Bright, Re, Ex jmrte Wingfield and Blew, [1903] 1 K. B. 735 ; 72 L. J. (K. B.) 287 ; 10 Mans. 31 1334 V. Hutton (1852), 3 H. L. C. 341 ; 16 Jur. 695 . . . 1281 (Charles) & Co. v. Sellar, [1904] 1 K. B. 6 ; 52 W. R. 148, C. A. 1009 Brightmore, Re, Ex parte May. .S'ee May, Ex parte, Re Brightmore. Brighton Arcade Co. v. Bowling (1868), L. R. 3 C. P. 175 ; 37 L. J. (c. p.) 125 ; 18 L. T. 543 ; 16 W. R. 427 . . . 1301 Brewery Co., Re, Hunt's Case (1868), 37 L. J. (cH.) 278; 16 W. R. 472 403, 440 Club and Norfolk Hotel Co., Re (1867), 35 Beav. 204 ; 12 L. T. 884; 11 Jur. (n. s.) 436; 13 W. R. 733 . 912 Hotel Co., Re (1808), L. R. 6 Eq. 339 ; 37 L. J. (ch.) 915 ; 18 L. T. 741 984, 987 Brighton Marine Palaco and Pier Co., Re, W. N. (1897) 12 . . 993 Bi'inklow v. Singleton, Re Dunn. See Dunn, Re, Brinklow v. Singleton. Brinsley, Ex parte. Re Birmingham Banking Co. (1866), 36 L. J. (ch.) 150; 15L. T. 103 1133 V. Lynton and Lymnouth, etc., Co., W. N. (1895) 53 ; 2 Mans. 244; 13 W. R. 369 663,701 Brinsmoad (Thomas Edward) and Son, [1897] 1 Ch. 45 ; [1897] 1 Ch. 406 ; 66 L. J. (cH.) 290 ; 76 L. T. 100 ; 4 Mans. 70, C. A 899, 916, 919, 988 (T. E.) and Sons, Re, Tomlin's Case. See TomHn's Case, Re Brinsmead (T. E.) and Sons. Bristol Athenseimi, Re (1889), 43 Ch. D. 236; 59 L. J. (cH.) 116; 61 L. T. 795 ; 38 W. R. 396 ; 1 Meg. 452 . . . 906 Joint Stock Bank, Re (1890), 44 Ch. D. 703 ; 59 L. J. (ch.) 722 ; 62 L. T. 745 ; 38 W. R. 574 ; 2 Meg. 150 914, 915, 920, 987 United Breweries, Ltd. v. Abbot, [1908] 1 Ch. 279 ; 77 L. J. (CH.) 136 ; 98 L. T. 22 ; 24 T. L. R. 91 ; 15 Mans. 82 . 020 Victoria Potteries Co., /?(; (1872), 20 W, R, 569 , , .1454 Ixvi Table of Cases PAGE Britannia Mills Co., Huddersfield, Re W. N, (1888), 103 . . . 777 Permanent Benefit Building Society, Re (1891), 63 L. T. 304 . . 1138 — Re (1892), 65 L. T. 196 1231, 1283 British and American Steam Navigation Co., Re, Pearse's Claim. See Pearse's Claim, Re British and Ameri- can Steam Naviga- tion Co. Re, Ward's Case. See Ward's Case, Re British and American Steam Navigation Co. and American Telegraph Co., Re, Fowler's Case. See Fowler's Case, Re British and Ameri- can Telegraph Co. V. Albion Bank (1872), L. R. 7 Ex. 119; 41 L. J. (ex.) 67 ; 26 L. T. 257 ; 20 W. R. 413. . . . 436, 1383 V. Colson (1871), L. R. 6 Ex. 108 246 — and American Trustee and Finance Corporation v. Couper, [1894] A. C. 399 ; 70 L. T. 882 ; 42 W. R. 652 ; 6 R. 146 ; 1 Mans. 256 . . . 94, 96, 739, 741, 743, 744, 805 — and Foreign Cork Co., Re, Leifchild's Case. Sec Leifchild's Case, Re British and Foreign Cork Co. — and Foreign Gas Generating Co., Re (1865), 12 L. T. 308 ; 13 W. R. 649 911 — Alliance Corporation, Re W. N. (1877) 261 . . . . 905 — Alliance Assurance Corporation, Re (1878), 9 Ch. D. 635 ; 38 L. T. 600 ; 26 W. R. 628 905 — American Corporation, Re (1903), 19 T. L. R. 662 . 426, 430 — Asbestos V. Boyd, [1903] 2 Ch. 439 ; 73 L. J. (CH.) 31 310, 326, 425, 431, 432, 456 — AssetsTrust (1913), 50 S. L. R. 454 831 — Association of Glass Bottle Manufacturers v. Nettlefold (1911), 27 T. L. R. 527 7, 16, 898 — ^ Australasian Trust and Loan Co., -Re (1914), 00359 . . 775 — Building Stone Co., Re, [1908] 2 Ch. 450 ; 77 L. J. (ch.) 752 ; 99 L. T. 608 1177, 1447 — Burmah Co., W. N. (1887) 101 ; 56 L. T. 815 . . . 272 — Business Motors v. Edge (1914), Times Newspaper, March 23rd 463 — Cash and Parcel Conveyors, Ltd. v. Lamson Store Service Co., Ltd., [1908] 1 K. B. 1006 ; 77 L. J. (k. b.) 049 ; 98 L. T. 875, C. A 436, 942 - — Cellulose and Chemical Manufacturing Co., Re (1919), 00118 777 Coalite Co., Re (1913), 00420 792 — Columbia Exploitation Co., W. N. (1899) 32 . . .238 Consohdated Oil Corporation, Re, [1919] 2 Ch. 81; 88 L. J. (CH.) 260 ; 120 L. T. 665 ; 63 Sol. Jo. 431 ; 35 T. L. R. 337 566 Cycle Manufactm-ing, Re (1898), 77 L. T. 683 ; 4 Mans. 383 ; reported under Practice Direction, W. N. (1898) 7 . 969 Dominions General Insurance Co. v. Duder, [1915] 2 K. B. 394; 84 L.J. (K. b.) 1401 ; 113 L. T. 210; 20 Com. Cas. 270; 12 Asp. M. C. 575; 31 T. L. R. 361, C. A 6U Table of Cases Ixvii PAGE British Electric Street Tramways, Re, [1903] 1 Ch. 725 ; 72 L. J. (CH.) 386 ; 10 Mani3. 195 993, 994 Empire Match Co., Re, Ex parte Ross (1888), 59 L. T. 291 . 429 Equitable and Mortgage Corporation, Re, [1910] 1 Ch. 574 ; 79 L. J. (CH.) 288 ; 102 L. T. 421 ; 17 Mans. 177 904, 940, 941 Equitable Bond and Mortgage Corporation, (1910) (unreported) 940 Farmers' Pure Linseed Co., Re, Potter's and Brown's Cases (1879), 48 L. J. (CH.) 56 ; 38 L. T. 757 ; 26 W. R. 839, C. A 1249 Flax Producers Co., Ltd., Re (1889), 60 L. T. 215 ; 1 Meg. 133 469 Fuller's Earth Co., Re, Gibbs v. British Fuller's Earth Co. (1901), 17 T. L. R. 232 668 Gold Fields of West Africa, Re, [1899] 2 Ch. 7 ; 68 L. J. (ch.) 412 ; 80 L. T. 638 ; 47 W. R. 552 ; 15 T. L. R. 363 ; 6 Mans. 334, C. A 268, 1382 Guardian Life Assurance Co., Re (1880), 14 Ch. D. 335 ; 49 L. J. (CH.) 446 ; 28 W. R. 945 . 400, 1195, 1196, 1199, 1299 Imperial Corporation, Re (1877), 5 Ch. D. 749 ; 25 W. R. 583 1163 Imperial Corporation, Re (1878), 47 L. J. (ch.) 318 . . 1298 Imperial Insurance Corporation, Re, Farr and Whittall's Claims. See Farr and Whittall's Claims, Re British Imperial Insurance Corporation. India Steam Navigation Co. v. Inland Revenue Commis- sioners (1881), 7 Q. B. D. 165 ; 50 L. J. (q. b.) 517 ; 44 L. T. 378 ; 29 W. R. 010 571 Land and Mortgage Co, of America, Re (1885), 53 L. T. 753 772, 773 Land Co. Ltd., and Reduced (1911) (unreported) . . 761 Linen Co. v. South American and Mexican Co., [1894] 1 Ch. 108, C. A 663 Marine Mutual Insurance Co., v. Jenkins, [1900] 1 Q. B. 299 ; 69 L. J. (Q. B.) 177 ; 82 L. T. 297 ; 5 Com. Cas. 143 ; 9 Asp. M. L. C. 27 Ill Medical v. Jones (1896), 74 L. T. 384 .... 310 Murac Syndicate v. Alperton Rubber Co., [1915] 2 Ch. 186; 84 L. J. (CH.) 665; 113 L. T. 373; 59 Sol. Jo. 494; 31 T. L. R. 391 .... 118,160,420,428,450,624 Mutual Banking Co. v. Charnwood Forest Rail. Co. (1887), 18 Q. B. D. 714 ; 56 L. J. (q. b.) 449 ; 57 L. T. 833 ; 52 J. P. 150 ; 35 W. R. 590, C. A 434, 445 Nation Life Assurance Association, Ex parte. Re European Assurance Society (1878), 8 Ch. D. 679 ; 48 L. J. (ch.) 118 ; 39 L. T. 136 ; 27 W. R. 88, C. A. . 84, 1255, 1260, 1280 Nation Life Assurance Association, Re (1872), L. R. 14 Eq. 492 ; 20 W. R. 651 1085,1086 Oil and Cake Mills, Ltd. v. Inland Revenue Commissioners, [1903] 1 K. B. 689 ; 72 L. J. (k. b.) 312 ; 88 L. T. 526 ; 67 J. P. 145 ; 51 W. R. 388 ; 19 T. L. R. 262, C. A. 565, 572 Power Traction and Lighting Co., Ltd., Re, Halifax Joint Stock Banking Co., Ltd. i;. British Power, Traction and Lighting Co., Ltd. (No. 1), [1906] 1 Ch. 497 ; 75 L. J. (ch.) 248 ; 94 L. T. 479 ; 54 W. R. 387 ; 22 T. L. R. 268 ; 13 Mans. 74 ; (No. 2), [1907] 1 Ch. 528 ; 76 L. J. (ch.) 423 ; 97 L. T. 198 ; 14 Mans, 149 074 Ixviii Table of Cases PAGE British Power Traction, and Lighting Co., Ltd. Re, Halifax Joint Stock Banking Co., Ltd. v. British Power, Traction, and Lighting Co., Ltd., [1910] 2 Ch. 470 ; 79 L. J. (CH.) 666 ; 103 L. T. 451 ; 54 Sol. Jo. 749 . . . . 666, 675 — Pro\'ident, etc.. Association, Re, Stanley's Case. See Stanley's Case, Re British Provident, etc.. Association. Provident, etc.. Assurance Society, Re, Coleman's Case. See Coleman's Case, Re British Provident, etc.. Assurance Society. Provident, etc., Assurance Co., Re, Lane's Case. See Lane's Case, Re British Provident, etc., Assurance, etc., Co. Provident Life and Guarantee Association, Re, De Ruvigne's Case. See De Ruvigne's Case, Re British Provident Life and Guarantee Association. Pure Ices Syndicate Ltd., (1903) (unreported) . . . 1086 — SaUcylates, Re, [1919] 2 Ch. 155; 88 L.J. (ch.) 258; 121 L. T. 77; [1918-19] B. «& C. R. 160; 63 Sol. Jo. 517 . 1C23, 1350 Seamless Paper Box, i?e (1881), 17 Ch. D. 467 ; 60 L. J. (cH.) 497 ; 44 L. T. 498 ; 29 W. R. 690, C. A. . . 185, 402 South Mrica Co. v. De Beers Consolidated IMines, Ltd., [1910] 1 Ch. 354 ; 79 L. J. (ch.) 345 ; 102 L. T. 95 ; 26 T. L. R. 285; 54 Sol. Jo. 289; 17 Mans. 190; affirmed [1910] 2 Ch. 502; 103 L. T. 4; 26 T. L. R. 591 ; 54 Sol. Jo. 679, C. A. ; reversed, De Beers ConsoUdatcd IVIines Ltd. v. British South Africa Co., [1912] A. C. 52 ; 81 L. J. (ch.) 137; 105 L. T. 683; 28 T. L. R. 114; 56 Sol. Jo. 175 67, 211, 533, 563, 836 Sugar Refining Co., Re (1857), 3 K. & J. 408 ; 26 L. J. (ch.) 369 ; 5 W. R. 379 235, 460 Tea Table Co. (1897), Ltd., Pearce v. The Co. (1909), 101 L. T. 707 673 Union and National Insurance Co., Re (1912), 00217 . . 904 ■ Union and National Insurance Co., In re, [1914] 1 Ch. 724; 83 L. J. (CH.) 596; 21 Manson, 297; 30 T. L. R. 290 26, 28 Union and National Insurance Co., In re, [1914] 2 Ch. 77 ; 82 L. J. (cH.) 596; 111 L. T. 357; 21 Manson, 297; 30 T. L. R. 520, C. A 22 — Union and National Insurance Co. v. Rawson, [1916] 2 Ch. 476; 85; L. J. (ch.) 769; 115 L. T. 331; 60 Sol. Jo. 679; 32 T. L. R. 665, C. A 1260 ■ Vacuum Cleaner v. New Vacuum Cleaner, [1907] 2 Ch. 312 ; 76 L. J. (ch.) 571 ; 97 L. T. 201 ; 23 T. L. R. 587 ; 14 Mans. 231 ; 24 R. P. C. 641 .... 59, 60, 63 Wagon Co. v. Gray, [1896] 1 Q. B. 35 ; 65 L. J. (q. b.) 75 ; 73 L. T. 498 ; 44 W. R. 113, C. A. . . . 142, 211 Waggon Co. v. Lea (1880), 5 Q. B. D. 149 ; 49 L. J. (q. b.) 321 ; 42 L. T. 437 ; 44 J. P. 440 ; 28 W. R. 349 1017, 1168, 1432 Water Gas Syndicate v. Notts and Derby Water Gas Co. (1889), 1 Meg. 427 1419 Widows' Assurance Co., Re, [1905] 1 Ch. 40 ; 74 L. J. (ch.) 525 ; 93 L. T. 38 ; 54 W. R. 53 ; 21 T. L. R. 519 ; 12 Mans. 407, C. A 28,989,990,991 BritonLifeAssociation, i?e(1887), 56L. J. (ch.)988; 35 W. R. 803 . 866, 868 c«-— . MecUcal and General Life Association, Re (1886), H L. T- 14 ■ 991 Table of Cases Ixix PAGE Briton Medical and General Life Assurance Association, Re (1886), 32 Ch. D. 503 ; 55 L. J. (ch.) 416 ; 54 L. T. 152 ; 34 W. R. 390 1027 Medical and General Life Assurance Association, Re {\i 39 Ch. D. 61 ; 57 L. J. (ch.) 874 ; 59 L. T. 134 ; 37 W. R. 52 . 297 Briton Medical and General Life Assurance v. Jones (1889), 61 L. T. 384 432 Broad's Patent Night Light Co., Re, W. N. (1892) 5 . . 962, 963 Brocklebank v. East London Railway (1879), 12 Ch. D. 839 ; 48 L. J. (CH.) 729 ; 41 L. T. 205 ; 28 W. R. 30 670 Brocklesby v. Temperance, etc., Building Society, [1895] A. C. 173 ; 64 L. J. (CH.) 433 ; 72 L. T. 477 ; 59 J. P. 676 ; 43 W. R. 606 ; 11 R. 159 347 Brooke, Ex parte. Re Newman. See Newman, Re, Ex parte 'Bvook.Q. V. Inland Revenue, [1918] 1 K. B. 257; 87 L. J. (k. b.) 279; 118 L. T. 321; 62 Sol. Jo. 191 ; 34 T. L. R. 142, C. A. . 352 V. Price, [1917] A. C. 115; 86 L. J. (cH.) 329; 116 L. T. 452; 61 Sol. Jo. 334 152, 353 & Co., Re, W. N. (1888) 213 996 Brooks V. Hansen, [1906] 2 Ch. 129 ; 75 L. J. (cH.) 450 ; 94 L. T. 728 ; 54 W. R. 502 ; 22 T. L. R. 475 ; 13 Mans. 172 . . . 256 Brooks & Co. v. Blackburn Benefit Building Society (1884), 9 App. Cas. 587 ; 54 L. J. (en.) 376 ; 52 L. T. 225 ; 53 W. R. 309 . 525, 530 Broome v. Speak, [1903] 1 Ch. 586 ; 72 L. J. (ch.) 251 ; 88 L. T. 580 ; 51 W. R. 258 ; 19 T. L. R. 187 ; 10 Mans. 38 . , . ,187 Brougham v. Dwyer (1913), 108 L. T. 504; 29 T. L. R. 234 . . 67 Broughton v. Manchester, etc., Waterworlcs Co. (1819), 3 B. & Aid. 1 . 83 Brown, Ex parte, Re Kent County Gas Light and Coke Co. See Kent County Gas Light and Coke Co., Re, Ex parte Brown. , Re Newcastle-upon-Tyne Marine Insurance Co. (1854), 19 Beav. 97 ... . 411, 1263 — — , Re Suffield and Watts. See Suffield and Watts, Re, Ex parte Brown. , Re West of England Bank. See West of England Bank, Re, Ex parte Brown. Brown v. Black (1873), 8 Ch. App. 939 ; 42 L. J. (cH.) 814 ; 29 L. T. 362 ; 21 W. R. 892 1260 — V. British Abrasive Wheel Co., [1919] 1 Ch. 290; 88 L. J. (en.) 143; 120 L. T. 529; 63 Sol. Jo. 373; 35 T. L. R. 268 339, 377, 471 — V. Dale (1878), 9 Ch. D. 78 ; 27 W. R. 149 . . . . 1410 ■ -v. Hays (1920), 36 T. L. R. 330 442 V. Stewart (1898), 1 Eraser, 316; 36 S. L. R. 221 ; S. L. T. 262 398, 470 Brown's Case, Re Albion Life Assurance Society (1881), 18 Ch. D. 639 ; 50 L. J. (CH.) 714 ; 45 L. T. 269 ; 30 W. R. 30 . 1279 Re Metropolitan Public Carriage Co. (1873), 9 Ch. 102 ; 43 L. J. (CH.) 153 ; 29 L. T. 562 ; 22 W. R. 171 . 416, 417, 419 Brown & Co., Re (1914), 84 L. J. (CH.) 245; 112 L. T. 232; 59 Sol. Jo. 146 804, 805, 800 Brown and Gregory, Ltd., Re, Shepherd v. Brown and Gregory, Ltd., Andrews v. Brown and Gregory, Ltd., [1904] 1 Ch. 627 ; 73 L. J. (CH.) 430 ; 52 W. R. 412 ; 11 Mans. 218 ; affirmed [1904] 2 Ch. 448 ; 73 L. J. (ch.) 770 ; U Mans. 402, C. A. . . 545, 719, 1385 Brown and Tucker's Cases (1871), 41 L. J. (cH.) 157 ; 25 L. T. 054 ; 20 W. R. 88 245 hx Table of Cases PAGE Brown and Wingrove, Re, Ex parte Ador. See Ador, Ex parte. Re Brown and Wingi-ove. Brown, Bayley, and Dixon, Re, Ex parte Roberts and Wright (1881), 18 Ch. D. 649 ; 50 L. J. (ch.) 738 ; 45 L. T. 347 ; 30 W. R. 5 . 1020 Brown-Bayley's Steel Works, Ltd., Re, [1905] 21 T. L. R. 374 880, 885 Brown, Shipley & Co. v. Inland Revenue Commissioners, [1895] 2 Q. B. 598 ; 64 L. J. (m. c.) 241 ; 73 L. T. 377 ; 14 R. 661, C. A. . 571 Browne v. La Trinidad (1887), 37 Ch. D. 1 ; 57 L. J. (ch.) 292 ; 58 L. T. 137 ; 36 W. R. 289, C. A. . . 119, 422, 428, 429, 456 Brownfield's Guild Potteries Society, Re, W. N. (1898) 80 ... 836 Brownlie v. Russell (1883), 8 App. Cas. 235 ; 48 L. T. 881 ; 47 J. P. 757 1283, 1284, 1286, 1410 Brownrigg Coal Co. v. Sneddon (1911), 48 S. L. R. 881 . . . 390 Bruce, Re, Lawford v. Bruce, [1908] 2 Ch. G82, 78 L. J. (CH.) 56; 99 L. T. 704, C. A 1384 Bruce, Peebles & Co. (1908), 16 S. L. T. 506 838 — ■ . V. Bain & Co., [1918] S. C. 781 .. . 836 Bruff V. Great Northern Railway (1858), 1 F. & F. 344 . . . 445 Bruner v. Moore, [1904] 1 Ch. 305 ; 89 L. T. 738 ; 52 W. R. 295 ; 20 T. L. R. 125 448, 462 Brunton v. Electrical Engineering Co., [1892] 1 Ch. 434 ; 61 L. J. (ch.) 256 ; 65 L. T. 745 536 Brvmton's Claim, Re Hercules Insurance Co. (1874), L. R. 19 Eq. 302 ; 44 L. J. (ch.) 450 ; 31 L. T. 747 ; 23 W. R. 286 . . . 544 Brussels Palace of Varieties v. Procter (1893), 10 T. L. R. 72, C. A. . 216 Brutton and Burney, Ltd., Re, [1901] 1 Ch. 637 ; 70 L. J. (ch.) 399 ; 84 L. T. 130 ; 49 W. R. 360 ; 17 T. L. R. 272, C. A. . . . 315 Bryant, Powis, and Brj'ant v. Banque du Peuple, [1893] A. C. 170 ; 62 L. J. (p. c.) 68 ; 68 L. T. 546 ; 41 W. R. 600 ; 1 R. 336 . 348 Brydon, Ex parte. Re Old Bushmills Co. See Old Bushmills Co., Re, Ex parte Brydon. Brymmawr Coal Co., W. N. (1877) 45 467 Bryndu and Port Talbot Collieries, Ltd., Re, [1904] W. N. 136 ; 39 L. J. N. C. 346 ; 48 Sol. Jo. 589 1149, 1166 Bryon v. Metropolitan Saloon Omnibus Co. (1858), 3 D. G. & J. 123 ; 27 L. J. (CH.) 685 ; 4 Jur. (n. s.) 1262 ; 6 W. R. 817 . 82, 523 Buchan's Case (1897), 4 App. Cas. 549 . . . . 1256, 1259, 1264 Buchanan, Ex parte. Re Joint Stock Discount Co. (1866), 15 L. T. 261 ; 15 W. R. 99 1134 Buck V. Mallalue (1859), 27 Boav. 398 425 V. Robson (1870), L. R. 10 Eq. 629 ; 39 L. J. (ch.) 821 ; 23 L. T. 391 1307 Buckley's Case, Re Blackburn (W.) & Co., [1899] 2 Ch. 725 ; 68 L. J. (ch.) 764 ; 81 L. T. 520 ; 48 W. R. 186 . . . 1227, 1228 Budd's Case (1862), 3 De G. F. & J. 297 ; 31 L. J. (ch.) 4 ; 5 L. T. 332 ; 10 W. R. 51 1266 Budden and Roberts, Ex parte. Re West of England Bank. See West of England Bank, Re, Ex parte Budden and Roberts. Budgett V. Improved Patent Forced Draught, etc., Ltd., [1901] W. N. 23 664 Buonos Ayres and Pacific Rail. Co., Ex parte. Re Clark (Mateo). See Clark (Mateo), Re, Ex parte Buenos Ayres and Pacific Rail. Co. Bugg's Case (1865), 2 Dr. & Sm. 452 ; 35 L. J. (ch.) 43 ; 12 L. T. 696 ; 11 Jur. (N. s.) 616 ; 13 W. R. 911 . . . . 1265, 1266 Table of Cases Ixxi Building Estates Brickfields Co., Re, Parbury's Case. See Parbury's Case, Re Building Estates Brickfields Co. Building Societies Trust, Re (1890), 44 Ch. D. 140 ; 59 L. J. (ch.) 638 ; 62 L. T. 360 ; 38 W. R. 458 ; 2 Meg. 81 .... 996 Bulawayo Market and Offices Co., Ltd., Re., [1907] 2 Ch. 458 ; 7G L. J. (CH.) 673 ; 23 T. L. R. 714 397 Bulkeley v. Schutz (1871), L. R. 3 P. C. 764 ; 8 Moo. P. C. C. (n. s.) 170 31 Bull V. Fellowes (1843), 3 Curt. 680 431 Bevan & Co., Re, W. N. (1891) 170 963 Hotel Co., Re (1883), 27 Sol. Jo. 434 . . . . 739, 765 Buller and Basset Tin and Copper Co., Re (1891), 35 Sol. Jo. 260 927, 928 Bulmer's Case, Re Hertfordshire Banking Co. (1864), 33 Beav. 435 ; 33 L. J. (CH.) 609 ; 10 L. T. 151 ; 10 Jur. (n. s.) 462 ; 12 W. R. 564 1256 Bult V. Morrell (1840), 12 A. & E. 745 ; 10 L. J. (q. b.) 52 . .83 Bultfontein Sun Diamond IVIines, Re (1897), 75 L. T. 069. . . 216 Bunn's Case, Re Electric Telegraph Co. of Ireland (1860), 2 Do G. F. & J. 275 1246, 1252, 1266 Bunning v. Lyric Theatre (1895), 71 L. T. 396 . . . . 1368 Burberry (T.) and Sons (1907) (unreported) 747 Burden v. Kennedy (1757), 3 Atk. 739 1347, 1348 Burdett v. Rockley (1682), 1 Vern. 58 1349 Burdett-Coutts v. True Blue (Hannans) Gold Mine, [1899] 2 Ch. 616 ; 68 L. J. (CH.) 692 ; 81 L. T. 29 ; 48 W. R. 1 ; 7 Mans. 85, C. A 1443 Burges and Stock's Case, Re Phoenix Life Assurance Co. See Phoenix Life Assurance Co., Re, Burgess and Stock's Case. Burgess v. O. H. N. Gases (1917), 31 T. L. R. 59 ; 59 Sol. Jo. 90 . 325 Burgess's Case, Re Hull and County Bank (1880), 15 Ch. D. 507 ; 49 L. J. (CH.) 541 ; 43 L. T. 45 ; 28 W. R. 792 . . . 275, 1430 Burgis V. Constantine, [1908] 2 K. B. 484 ; 77 L. J. (k. b.) 1045 ; 99 L. T. 490 ; 24 T. L. R. 682 ; 13 Com. Cas. 299, C. A. . . 348 "Burkinshaw, Ex parte. Re Allison, Johnson, and Foster, Ltd. See Allison, Johnson, and Foster, Ltd., Re, Ex parte Burkinshaw. V. Nicholls (1878), 3 App. Cas. 1004 ; 48 L. J. (ch.) 174; 39 L. T. 308 ; 26 W. R. 819 304, 330, 1249 Burland v. Earle, [1902] A. C. 83 ; 71 L. J. (p. c.) 1 ; 85 L. T. 553 ; 50 W. R. 241 ; 18 T. L. R. 41 ; 9 Mans. 17 . . 84, 85, 186, 354, 364, 404, 408, 472 Burmcster ?;. Norris (1851), 6Ex. 796; 21 L. J. (ex.) 43 . . 83 Burn V. Carvalho (1839), 4 My. & Cr. 690 ; 7 Sim. 139 ; 9 L. J. (ch.) 65 912 V. London and South Wales Coal Co. (1890), 7 T. L. R. 118 . 411 Burnes v. Pennell (1849), 2 H. L. C. 497 ; 13 Jur. 897 . 271, 1219, 1262 I3unis V. Siemens Brothers Dynamo Works, [1919] 1 Ch. 225 ; 88 L. J. (CH.)2l; 120L. T. 211 332,335,368 Burr, Re, Ex parte Clarke. See Clarke, Ex parte. Re Burr. V. Smith, [1909] 2 K. B. 306 ; 78 L. J. (k. b.) 889 ; 101 L. T. 194 ; 25 T. L. R. 465 ; 41 W. R. 116, C. A. . . . 1055, 1057, 1092 Burrows v. Matabele Gold Reefs and Estates Co., [1901] 2 Ch. 23 ; 70 L. J. (CH.) 434 ; 84 L. T. 478 ; 49 W. R. 500 ; 17 T. L. R. 364, C. A 212, 214 B. U. R. T. Co., iJe (1911), 00188 860 Ixxii Table of Cases PAGfi Biirt V. British Nation Life Assurance Co. (1859), 4 De G. & J. 158 ; 28 L. J. (CH.) 731 ; 5 Jur. (n. s.) 612 ; 7 W. R. 517, C. A. 411, 648 Burt, Boulton, and Hayward v. Bull, [1895] 1 Q. B. 276 ; 64 L. J. (Q. B.) 232 ; 71 L. T. 810 ; 43 W. R. 180 ; 14 R. 65 ; 2 Mans. 94, C. A. . . 674 Burton, Ex parte (1880), 13 Ch. D. 102 ; 41 L. T. 571 ; 28 W. R. 268 1227 V. Beavan, [1908] 2 Ch. 240 ; 77 L. J. (ch.) 591 ; 99 L. T. 342; 15 Mans. 272 265,266,267,411 Bury V. Famatina Development Corporation, [1909] 1 Ch. 754 ; 78 L. J. (CH.) 508 ; 100 L. T. 703 ; 16 Mans. 138, C. A. ; affirmed [1910] A. C. 439 ; 79 L. J. (ch.) 597 ; 102 L. T. 866 ; 26 T. L. R. 540 ; 54 Sol. Jo. 616 ; 17 Mans. 242 . . 92, 97, 486, 488 Bush's Case (1870), 6 Ch. App. 246 ; sub nom. Murray v. Bush (1873), L. R. 6 H. L. 37 ; 42 L. J. (ch.) 586 ; 29 L. T. 217 ; 22 W. R. 280 337, 409, 1262, 1263, 1269 Busholl, Re, Re Izard (No. 1). See Izard, Re Bushell (No. 1). Butcher v. Stead (1875), L. R. 7 H. L. 839 ; 44 L. J. (bcy.) 129 ; 33 L. T. 541 ; 24 W. R. 463 1226 Bute's (Marquis) Case, [1892] 2 Ch. 100 ; 01 L. J. (ch.) 357 ; 66 L. T. 317 ; 40 W. R. 538 399, 410, 1291 Butler, jB.r parte (1857), 28 L. T. (o. s.) 375 . ... 1367 V. Cumpston (1868), L. R. 7 Eq. 16 ; 38 L. J. (en.) 35 ; 17 W. R. 24 1254 V. Northern Territories Minos of Australia (1900), 90 L. T. 41 ; 23 T. L. R. 179 09 Bwlch-y-Phim, Re (18G7), 17 L. T. 235 919 Byrne v. Roid, [1902] 2 Ch. 735 ; 71 L. J. (ch.) 830 ; 87 L. T. 507 ; 51 W. R. 52, C. A 193 c. C. M. G. (Spinster), Re, [1898] 2 Ch. 324 ; 67 L. J. (ch.) 468 ; 78 L. T. 609, C. A 338 Cackctt V. Keswick, [1902] 2 Ch. 450 ; 71 L. J. (ch.) 641 ; 87 L. T. 11 ; 51 W. R. 69 ; 18 T. L. R. 650 ; 9 Mans. 388, C. A. . . 253, 280 Cadiz Waterworks Co. v. Barnett (1874), L. R. 19 Eq. 182 ; 44 L. J. (ch.) 529 ; 31 L. T. 640 ; 23 W. R. 208 948 Cadogan and Hans Place Estate, Ltd. (No. 2), Re, Graham v. Cadogan and Hans Place Estate, Ltd. (No. 2), [1906] W. N. 112 . 049, 098 Caomentium (Parent) Co., [1908] VV. N. 257 910 Caerphilly ColUery Co., Re, Ormerod's Case. See Ormerod's Case, i?e Caerphilly Colliery Co. , Re Pearson's Case. See Pearson's Case, Re Caerpliilly Colliery Co. Caillaud's Patent Tanning u. Caillaud (1859), 26 Beav. 427 • . 390 Cain's Settlement, Re, [1919] 2 Ch. 364; 88 L. J. (en.) 513; 121 L. T. 496, C. A 152, 353 Cairney v. Back, [1906] 2 K. B. 746 ; 75 L. J. (k. b.) 1014 ; 96 L. T, 111 ; 22 T. L. R. 776 ; 14 Mans. 58 446, 447, 530, 668, 1023, 1300 Caldorwood, i?e (1889), 6 Morr. 104 1105 Caldwell v. Caldwell & Co., [1916] W. N. 70 746 Calishers' Case (1868), L. R. 5 Eq. 214 ; 37 L. J. (ch.) 208 ; 16 W. R. 303 1302, 1303 Table of Cases Ixxiii PAGE Calgary and Edmonton Land Co., Re, [190G] 1 Ch. 141 ; 75 L. J. (CH.) 138 ; 94 L. T. 132 ; 13 Mans. 55 776 Calgary and Medicine Hat, etc. Co., Re, Pigeon v. Calgary and Medicine Hat Land Co., [1908] 2 Ch. 652, C. A 559, 717 ZJalifornian Copper Syndicate v. Inland Revenue (1904), 6 Fraser, 894; 41 S. L. R. 691; 12 S. L. T. 196 352 Dallao Bis Co., Be (1889), 42 Ch. D. 169 ; 58 L. J. (ch.) 826 ; 61 L. T. 534 ; 38 W. R. 21 ; 1 Meg. 261, C. A. . . . 1445 u. Robinson (1887), W. N. 176 1444 Callander's Paper Co., Lyon v.Callender's Paper Co.(1906) (unreported) 715, 716 Calmon Asbestos and Rubber Works, i2e (1914), 00145 . . .753 Caloric Engines and Siren Fog Signals Co., Re (1885), 52 L. T. 846 . 465 Cama, Ex parte. Re London, Bombay, and Mediterranean Bank (1874), 9 Ch. App. 686 ; 43 L. J. (bcy.) 683 ; 31 L. T. 234 ; 22 W. R. 809 1374 Cambrian Coke Co. (1902) (unreported) .... 716, 726 Cambrian Mining Co., Re (1881), 50 L. J. (ch.) 836 ; 45 L. T. 208 ; 29 W. R. 881 942, 1025 Re (1881), 20 Ch. D. 376 ; 51 L. J. (en.) 221 ; 30 W. R. 283 1180, 1181 Re (1883), 48 L. T. 114 . - 1174, 1446 Cambrian Peat and Fuel Co., Re, Mott's Case and Turner's Caso (1875), 31 L. T. 773 ; 23 W. R. 405 . . . . 463, 466 Cambrian Steam Packet Co., Ex jJCirte, Re Trent and Humber Ship- building Co. See Trent and Humber Shipbuilding Co., Be, Ex parte Cambrian Steam Packet Co. Cammell, Ex parte, Re Printing, Telegraph, and Construction Co. of the Agence Havas, [1894] 1 Ch. 528 . . . . 411, 418 = , Ex parte, Re Printing, Telegraph, and Construction Co. of the Agence Havas, [1894] 2 Ch. 392 ; 43 L. J. (ch.) 536 ; 70 L. T. 705 ; 1 Mans. 274 ; 7 R. 191, C. A 232 Campbell, Re, [1920] 1 Ch. 35; 88 L. J. (ch.) 519; 63 Sol. Jo. 750 . 1163 V. Australian Mutual Provident Society (1908), 77 L. J. (p. c.) 117 ; 99 L. T. 3 ; 24 T. L. R. 623 86, 364, 368, 410, 471 • V. Compagnie G^nerale de Bellcgarde, Re Compagnio Gen6rale de Bollegarde (1876), 2 Ch. D. 181 ; 45 L. J. (CH.) 386 ; 34 L. T. 54 ; 24 W. R. 573 . . . 663 V. Lloyd's Barnett's, and Bosanquet's Bank (1889), cited [1891] 1 Ch. 135 n 662 V. London Pressed Hinge Co., Re London Pressed Hinge Co. See London Pressed Hinge Co., Re Campbell v. London Pressed Hinge Co. V. Maund (1836), 5 A. & E. 865 ; 1 Nev. & P. (k. b.) 558 ; 2 Hal. & W. 457 ; 6 L. J. (m. c.) 145 468 Campbell's Case, Re Compagnio Generale de Bellegarde (1876), 4 Ch. D. 470 ; 35 L. T. 900 ; 25 W. R. 299 409, 525, 539, 1 144 • Hippisley's Case (1873), 9 Ch. App. 1 ; 43 L. J. (ch.) 1 ; 29 L. T. 519; 22 W. R. 113 109, 249, 455, 457, 1242, 1250 Canada North-Western Land Co., Re, W. N. (1885) 61 . . . 777 Canadian and Colonial Corporation (1911), Times Newspaper, December 1st ........ . 248 Canadian Agency, i?e (1914), Times Newspaper, July 1st. . . 1134 Canadian (Direct) Meat Co., Re, Tamplin's Caso. See Tamplin's Case, Re Canadian (Direct) Meat Co. S.C.L. 6' Ixxiv Table of Cases PAGK Canadian Native Oil Co., Re, Fox's Case. See Fox's Case, Re Canadian Native Oil Co. Canadian Oil Works Corporation, Re, Hay's Case. See Hay's Case, Re Canadian Oil Works Corporation. Canadian Pacific Colonization Corporation, Re, [1891] W. N. 122 . 1059 Canning-Jarrah Timber Co. (Western Australia), Ltd., Re, [1900] 1 Ch. 708 ; 69 L. J. (ch.) 416 ; 82 L. T. 409, C. A. . . . 838, 1444 Cannock and Rugeley Colliery Co., Re Ex parte Harrison (1885), 28 Ch. D. 363 ; 54 L. J. (CH.) 554 ; 53 L. T. 189 ; C. A. . . . 335 Cannon, Ex parte. Re Leicester Club and County Racecourse Co. (1885), 30 Ch. D. 629; 55 L. J. (en.) 206; 53 L. T. 340; 34 W. R. 14 440, 1300 V. Trask (1875), L. R. 20 Eq. 069 ; 44 L. J. (ch.) 772 . 409 Canwell, Ex parte. Re Vaughan (1864), 4 De G. J. & S. 539 ; 10 L. T. 316 ; 10 Jur. (n. s.) 480 ; 12 W. R. 698 . . . . 1273, 1307 Cape Breton Co., i?e (1881), 19 Ch. D. 77 ; 51 L. J. (ch.) 202 ; 45 L. T. 395, C. A 1148,1196,1271 Re (1885), 29 Ch. D. 795; 54 L. J. (ch.) 822; 53 L. T. 181 ; 33 W. R. 788 ; 1 T. L. R. 450, C. A. 186, 187, 188 V. Fenn (1881), 17 Ch. D. 198 ; 50 L. J. (ch.) 321 ; 44 L. T. 445 ; 29 W; R. 386, C. A. . . 1144,1170,1196 Capell V. Winter, [1907] 2 Ch. 376 ; 76 L. J. (ch.) 496 ; 97 L. T. 207 ; 23 T. L. R. 618 348 Capes' Executors' Case (1852), 2 De G. M. & G. 562 . . . 1285 Capital Fire Lisurance Association, Re (1882), 21 Ch. D. 209 ; 52 L. J. (ch.) 20 ; 47 L. T. 123 ; 30 W. R. 941 . . . . 13, 910 Capital Fire Insurance Association, Re (1883), 24 Ch. D. 408 ; 53 L. J. (ch.) 71; 49 L. T. 697; 32 W. R. 260, C. A. . 1170, 1171, 1178, 1350 Capper's Case (1867), 3 Ch. App. 458 ; 16 W. R. 1002 . . . 1264 Caratal (New) Mnes, Ltd., Re, [1902] 2 Ch. 498; 71 L. J. (ch.) 883 ; 87 L. T. 437; 50 W. R. 572; 18 T. L. R. 640 ; 9 Mans. 414 467 Carden v. Albert Palace Association (1887), 56 L. J. (ch.) 166 ; 55 L. T. 831 1017 Cardiff Preserved Coal and Coke Co. v. Norton (1866), L. R. 2 Eq. 558 ; (1867), 2 Ch. App. 405 995,1194 Cardiff Savings Bank, Re Davies' Case. See Davies' Case, Re Cardiff Savings Bank. Cardiff Workmen's Cottage Co., Ltd., Re [1906] 2 Ch. 627 ; 75 L. J. (ch.) 769 ; 95 L. T. 669 ; 22 T. L, R. 779 ; 13 Mans. 382 . 642, 643 Carew's Claim. See Romford Canal Co. Re. Carey's Claim, W. N. (1873), 17 544 Cargill V. Bower (1878), 10 Ch. D. 502 ; 47 L. J. (ch.) 649 ; 38 L. T. 779; 26 W. R. 716 278,436 Caridad Copper aiining Co. v. Swallow, [1902] 2 K. B. 44 ; 71 L. J. (K. B.) 601 ; 86 L. T. 699 ; 50 W. R. 565 ; 18 T. L. R. 601 ; 9 Mans. 336, C. A 159, 437 Carling v. London and Leeds Bank (1887), 56 L. J. (ch.) 321 ; 56 L. T. 115; 35 W. R. 344 276 Carling's Case (1875), 1 Ch. D. 115 ; 45 L. J. (ch.) 5 ; 33 L. T. 645 ; 24 W. R. 165, C. A. . . . 244, 249, 317, 402, 419, 124S Carmarthenshire Anthracite Coal and Ixon Co., Re (1875), 45 L. J. (ch.) 200 ... 942, 977 Table of Cases Ixxv PAGE Carmichael and Hewett's Case (1882), 46 L. T. 653 ; 30 W. R. 472 . 243, 417, 1245 Carmichael's Case (1850), 17 Sim. 103 246 , [1896] 2 Ch. 643 ; 65 L, J. (ch.) 902 ; 75 L. T. 45, C. A 216 Carnarvonsliiro Slato Co., Re (1870), 40 L. T. 35 , . . . 994 Carnelley, Ex parte. Re LancasMre Cotton Spinning Co. See Lanca- shire Cotton Spinning Co., Re, Ex parte Carnelley. Carpenters' Executors' Case (1852), 5 Do G. & Sm. 402 ; 21 L. J. (CH.)835; 16 Jur. 900 1199 Carpenter's Patent Davit, etc., Co., Re (1888), 1 Meg. 26 . . 880 Carpenter and Bristol Corporation, Re, [1907] 2 K. B. 617 ; 76 L. J. (K. B.) 1145 ; 97 L. T. 461 ; 71 J. P. 417 ; 23 T. L. R. 654 ; 5 L. G. R. 977, C. A 1195 Carr, Ex parte, Re Hoffmann (1879), 11 Ch. D. 62 ; 48 L. J. (bcy.) 69 ; 40 L. T. 299 ; 27 W. R. 435, C. A 1354 Carralli and Haggard's Claim, Re Anglo -Greek Navigation and Trading Co. (1869), 4 Ch. App. 174 ; 17 W. R. 244 . . . 1302, 1304 Carrara Marble Co., Re, W. N. (1896) 87 968 Carriage Co-operative Supply Association, Re (1884), 27 Ch. D. 323 ; 51 L. T. 286 ; 33 W. R. 411 . . . 403, 1199 ■ — , Re, Ex parte Clemence (1883), 23 Ch.D. 154; 52 L. J. (CH.) 472; 48 L. T. 308; 31 W. R. 397 1020 Carrick v. Wigan Tramways Co., W. N. (1893) 98 . . . 716, 1335 Carritt v. Real and Personal Advance Co. (1889), 42 Ch. D. 263 ; 58 L. J. (CH.) 688 ; 61 L. T. 163 ; 37 W. R. 677 . . . . 348 Carron Iron Co. v. Maclaren (1855), 5 H. L. C. 416 ; 24 L. J, (ch.) 620 ; 3 W. R. 597 43, 1026 Carshalton Park Estate, Ltd., Re, Graham v. Carshalton Park Estate, Ltd., Turnell v. Carshalton Park Estate, Ltd., [1908] 2 Ch. 02 ; 77 L. J. (CH.) 550 ; 99 L. T. 12 ; 24 T. L. R. 547 ; 15 Mans. 228 533, 537, 658 Carta Para Mining Co., Re (1881), 19 Ch. D. 457 ; 51 L. J. (ch.) 191 ; 46 L. T. 406 ; 30 W. R. 117 952 Carter v. Wake (1877), 4 Ch. D. 605 ; 46 L. J. (ch.) 841 . . . 222 Carter's Case, Re Great Western (Forest of Dean) Coal Consumers' Co. (1886), 31 Ch. D. 496; 55 L. J. (ch.) 494; 54 L. T. 531 ; 34 W. R. 516 1195 Carter and Crawshay's Cakes, Re Great Western (Forest of Dean) Coal Consumers' Co. See Great Western (Forest of Dean) Coal Consumers' Co. Re, Carter and Crawshay's Cakes. Carter (A.) & Co. (1910) (unreported) 1201 Cartland v. Houston, etc., Co. (1912), 132 L. T. Jo. 132 . . . 483 CartmoU's Case, Re County Palatine Loan and Discount Co. (1874), 9 Ch. App. 691 ; 43 L. J. (ch.) 588 ; 31 L. T. 52 ; 22 W. R. 697 411,428,443,528,1264 Carver's Case (1878), 47 L. J. (ch.) 702 n 1178, 1179 Cash (J. & J.) V. Cash, [1902] W. N. 32 61 Cassell V. InglLs, [1916] 2 Ch. 211 ; 85 L. J. (ch.) 569; 114 L. T. 9S5 ; 32 T. L. R. 555 336, 423 CassUls & Co. V. Holden Wood Bleaching Co. (1914), 138 L. T. Jo. 57 425 Castell and Brown, Ltd., Re, Roper v. Castell and Brown, Ltd., [1898] Ixxvi Table of Cases PAGE 1 Ch. 315 ; G7 L. J. (ch.) 169 ; 78 L. T. 109 ; 46 W. R. 248 ; 14 T. L. R. 494 536 Castellan v. Hobson (1870), L. R. 10 Eq. 47 ; 39 L. J. (ch.) 490 ; 22 L. T. 575 ; 18 W. R. 731 339, 1260 Castollo's Case, Re Continental Bank Corporation (1869), L. R. 8 Eq. 504 1264, 1265 Castello V. London General Omnibus Co. (1912), 107 L. T. 575, C. A. 471 Catesby v. Burnett, [1916] 2 Ch. 325; 85 L. J. (ch.) 745; 114 L. T. 1022; 32 T. L. R. 380 420, 459, 464 Catholic Publishing and Bookselling Co., Re (1864), 2 De G. J. & S. 116 ; 33 L. J. (CH.) 325 ; 10 L. T, 79 ; 12 W. R. 539, C. A. . 911, 912 Cauldron, Brown, Westhead, Moore & Co., Re (1911) (unreported) . 1425 Cavondish-Bentinck v. Fenn (1888), 12 App. Cas. 652 ; 57 L. J. (ch.) 552 ; 57 L. T. 773 ; 36 W. R. 441 . . 184, 187, 274, 404, 1193, 1194, 1196 Cawloy & Co., Re (1889), 42 Ch. D. 209 ; 58 L. J. (ch.) 633 ; 61 L. T. 601 ; 37 W. R. 692 ; 1 Meg. 251, C. A. . 310, 333, 336, 409, 446, 1269, 1275 Cedes Electric Traction, Re, [1918] 1 Ch. 18; 87 L. J. (ch.) 9; 117 L. T. 696; [1917] H. B. R. 243; 62 Sol. Jo. 70 . . .1011 Ccfn Cilcen Mining Co., Re (1868), L. R. 7 Eq. 88 ; 38 L. J. (en.) 78 ; 19 L. T. 593 83 Cellular Clothing Co. v. Maxton and Murray, [1899] A. C. 326 ; 68 L. J. (p. c.) 72 ; 80 L. T. 809 ; 16 R. P. C. 397 . . . 60 Central Bahia Railway, Re (1902), 18 T. L. R. 503 . 366, 842, 843 Central Do Kaap Gold ftlines, Re (1899), 69 L. J. (en.) 18 ; 7 Mans. 82 ; [1899] W. N. 216 437, 1425 Central Indian Mining Co. v. Soci6t6 Coloniale Anversoise (1919),. 35 T. L. R. 587 38 Central laondyke Gold Mining and Trading Co., Re{18Q8), 5 Mans. 282 276 — — — , Re, Savigny's Case. See Savigny's Case, Re Central Klondyke Gold Mining and Trading Co. Central Printing Press v. Walker (1907), 24 T. L. R. 88 . . .551 Central Railway Co. of Venezuela (Directors, etc.) v. I\isch (1867), L. R. 2 H. L. 99 ; 36 L. J. (ch.) 849 ; 16 L. T. 500 ; 15 W. R. 821 251, 252, 270, 273 Central Sugar Factories of Brazil, Re, Fack's Case, [1894] 1 Ch. 369 ; 63 L. J. (cu.) 410 ; 70 L. T. 645 ; 42 W. R. 345 ; 1 Mans. 145 ; 8 R. 205 1027 Centrifugal Butter Co., Re, [1913] 1 Ch. 188; 82 L. J. (ch.) 87; 108 L. T. 24; 20 Manson, 34; 57 Sol. Jo. 211 .... 1425 Cercle Restaurant Castiglione Co. v. La very (1881), 18 Ch. D. 555 ; 50 L. J. (CH.) 837 ; 30 W. R. 283 948 Cesena Sulphur Co. v. Nicholson (1876), 1 Ex. D. 428 ; 45 L. J. (ex.) 821 ; 35 L. T. 275 ; 25 W. R. 71 352 Ceylon Land and Produce Co., Re (1891), 7 T. L. R. 692 . . . 338 Chalk & Co. V. Tennant (1887), 57 L. T. 598 ; 36 W. R. 263 . . 1314 Challis' Case (1871), 6 Ch. App. 266 ; 40 L. J. (ch.) 431 ; 32 L. T. 882 ; 19 W. R. 453 250, 1250 Chalmers, Ex parte, h\ Edwards (1873), 8 Ch. App. 289 ; 42 L. J. (ch.) 37 ; 28 L. T. 325 ; 21 W. R. 349 1017 Channel Collieries Trust v. St. Margaret's, Dover, and Martin Mill Railway, [1914] 2 Ch. 506; 84 L. J. (ch.) 28; 30 T. L. R. 647, C. A. . . . , . 310, 409, 416, 423, 429,432,454,531 Table of Oases Ixxvii PAGE Chantry, Chantry & Co. v. Dey (1912), 28 T. L. R. 499 . . .491 Chape] House Colliery Co., Re (1883), 24 Ch. D. 259 ; 52 L. J. (ch.) 934 ; 49 L. T. 575 ; 31 W. R. 933, C. A.. 454, 913, 981, 984, 986 Chapleo v. Brunswick Building Society (1881), 6 Q. B. D. 696 ; 50 L. J. (Q. B.) 372 ; 44 L. T. 449 ; 29 W. R. 529, C. A. . 435, 528 Chapman v. Great Central Freehold Miiies (1905), 22 T. L. R. 90 . 213 V. Shepherd, Whitehead v. Izod (1867), L. R. 2 C. P. 228 ; 36L. J. (c. p.) 113; 15L. T. 477; 15 W. R. 314 . . .1277 Chapman v. Smethurst, [1909] 1 K. B. 927 ; 78 L. J. (e. b.) 654 ; 100 L. T. 465 383 Chapman's Case, Re Greneral International Agency Co. (1866), L. R. 2 Eq. 567 ; 14 L. T. 752 417 , Re General Rolling Stock Co. (1866), L. R. 1 Eq. 340 ; 14 L. T. 742 ; 32 Beav. 207 ; 12 Jur. (n. s.) 44 . 901, 1017, 1307 Chapman's Case, Re Theatrical Trust, [1895] 1 Ch. 771 ; 04 L. J. (en.) 488 ; 72 L. T. 461 ; 43 W. R. 553 ; 13 R. 462 ; 2 Mans. 304 . 314 Chapman and Barker's Case, Re Imperial Mercantile Credit Association (1867), L. R. 3 Eq. 361 1264 Chappell's Case, Re Accidental Death Insiu-anco Co. (1871), 6 Ch. App. 902 ; 25 L. T. 438 ; 20 W. R. 9 . . . . 334, 1269, 1275 Charitable Corporation v. Sutton (1742), 2 Atk. 400; 9 Mod. Rep. 349 400, 410 Charles, Ltd., Re (1906), 51 Sol. Jo. 101 992 Charlesworth, Ex parte, Re Eyton (Adam), Ltd. See Eyton (Adam), Ltd., Re, Ex parte Charlesworth. Charlton v. Hay (1874), 31 L. T. 437 ; 23 W. R. 129 . . . 253 Charterland Goldfields, Ltd., Re (1909), 26 T. L. R. 132 . . 1083, 1084 Charterland Stores and Trading Co., Re, [1900] 2 Ch. 870 ; 09 L. J. (CH.) 861 ; 83 L. T. 674 ; 49 W. R. 75 . . . . . 968 Chatham Co-operative Industrial Society, Re (1864), 33 L. J. (ch.) 737 ; 10 L. T. 842 ; 10 Jur. (n. s.) 983 ; 12 W. R. 1053 903, 931, 1284 Chatt's Case. See London Marine Insurance Association, Re. Chatteris, J^x par^e (1880), 49 L. J. (ch.) 253 . . . .215 Chatterton, Ex parte, Re Van Laun. See Van Laun, Re, Ex parte Chatterton. Cheesebrough, Re, Ex parte Blackburn. See Blackburn, Ex parte. Re Cheesebrough. Chelmsford Land Co., [1904] W. N. 106 770 Cheltenham and Swansea Railway Carriage and Wagon Co., Re (1869) L. R. 8 Eq. 580 ; 38 L. J. (ch.) 330 ; 20 L. T. 169 ; 17 W. R. 463 950 Chepstow Bobbin Mills Co., Re (1887), 36 Ch. D. 563 ; 57 L. J. (ch.) 168 ; 57 L. T. 752 ; 36 W. R. 180 992, 1459 Cherry, Re, Ex parte Bolland. See Bolland, Ex parte. Re Cherry. Cherry v. Colonial Bank of Australia (1869), L. R. 3 P. C. 24 ; 38 L. J. (p. c.) 49 ; 21 L. T. 356 ; 17 W. R. 1031 435 Cheshire Banking Co., Re, Duff's Executor's Case. See Duff's Executor's Case, Re Cheshire Banking Co. Cheshire Patent Salt Co., Re (1863), 1 New. Rep. 533 . . . 945 Chester (Edward) & Co., Re (1903), 52 W. R. 189 . . • 966, 1450 Chesterfield and Boythorpe ColUery Co. v. Black (1878), 37 L. T. 740; 26 W. R. 2J7 404 Chesterfield Brewery v. Inland Revenue Commissioners, [1899] 2 Q. B. 7 ; 68 L. J. (q. b.) 204 ; 79 L. T. 559 ; 47 W. R. 320 ; 15 T. L. R. 123 195 Ixxviii Table of Cases PAGE Chic, Ltd., Re, [1905] 2 Ch. 345 ; 74 L. J. (ch.) 597 ; 93 L. T. 301 ; 53 W. R. 659 ; 12 Mans. 342 ... 538, 618, 916, 982 Chicago and North-West Granaries, Ltd., Re, Morrison v. Chicago and North-West Granaries, Ltd., [1898] 1 Ch. 263 ; 67 L. J. (ch.) 109 ; 77 L. T. 677 540, 551, 553 Childe, Ex parte. Re Walker. See Walker, Re, Ex parte Childe. Chillington Iron Co., Re (1885), 29 Ch. D. 159 ; 54 L. J. (ch.) 624 ; 52 L. T. 504 ; 33 W. R. 442 . . . . 365, 468, 469, 1451 China Steamship Co., Re, Ex parte Mackenzie. See Mackenzie, Ex parte. Re China SteamsMp Co. Re Dawes' Case. See Dawes' Case, Re Cliina Steamship Co. China Steamship and Labuan Coal Co., Re Drummond's Case. See Drummond's Case, Re China Steamsliip and Labuan Coal Co. Cliinery, Ex parte (1884), 12 Q. B. D. 342 ; 53 L. J. (ch.) 662 ; 50 L. T. 342; 32 W. R. 469; 1 Morr. 31, C. A 952 Chinnock's Case, Re Athenaeum Life Assurance Co. (1860), Johns. 714 ; 8 W. R. 255 1266 Chippendall, Ex parte. Re German Mining Co. See German Mining Co., Re, Ex parte Chippendall. Cliivers (S.) and Sons v. Chivers (S.) & Co. (1900), 17 Rep. Pat. 420 . 61 Chorley, Ex parte. Re South Essex Estuary Co. (1871), L. R. 11 Eq. 162 ; 40 L. J. (ch.) 153 ; 19 W. R. 430 543 Christie, Re, Ex parte Christie, [1900] 1 Q. B. 5 ; 69 L. J. (Q. B.) 31 ; 81 L. T. 528 ; 48 W. R. 94 ; 7 Mans. 1 ... 1070 V. Taunton, Delmard, Lane & Co., Re Taunton, Delmard, Lane & Co., [1893] 2 Ch. 175 ; 62 L. J. (ch.) 385 ; 68 L. T. 638 ; 41 W. R. 475 ; 3 R. 404 . 309, 542, 543, 549, 719, 1306, 1385 Christjneville Rubber Estates, Ltd. Re, [1911] W. N. 216 ; 81 L. J. (ch.) 63 ; 106 L. T. 260; 28 T. L. R. 38 ; 56 Sol. Jo. 53 . . 269 Chudley, Re, Ex parte Board of Trade (1885), 14 Q. B. D. 402 ; 33 W. R. 708 ; 2 Morr. 8 1105 Church Press, Re (1917), 116 L. T. 247 665 ChurchStrettonMineral Water Co. i?e (1904), 52 W. R. 375 . . 698 Churcliill (Lord), Re, INIanisty v. Chiu-chill. See Manisty v. Churcliill, Re Churchill (Lord). Chyne Tin Plate Co. (1883), 47 L. T. 439 1132 Chynoweth's Case, Re Wheal Unity Wood Mining Co. (1880), 15 Ch. D. 13 ; 42 L. T. 636 ; 28 W. R. 897, C. A. . . . 1267, 1288, 1290 Cilfoden Benefit Building Society, Re (1868), 3 Ch. App. 462 . . 974 Citizens' Life Assurance Co. v. Brown, [1904] A. C. 423 ; 73 L. J. (P. c.) 102 ; 90 L. T. 739 ; 53 W. R. 176 ; 20 T. L. R. 497 . 436 City and County Bank, Re (1875), L. R. 10 Ch. App. 470 ; 44 L. J. (ch.) 716 ; 33 L. T. 344 ; 23 W. R. 936 . . . 955, 962, 9S7 City and County Investment Co., Re (1879), 13 Ch. D. 475 ; 49 L. J. (ch.) 195 ; 42 L. T. 303 ; 28 W. R. 933, C. A. 1434, 1440, 1444, 1446 City Bank, Ex parte. Re General Estates Co. (1868), 3 Ch. App. 758 ; 16 W. R. 919 544 City of Glasgow Bank, Re (1880), 14 Ch. D. 628 ; 43 L. T. 279 . .1162 — Re, Rutherford's Case. See Rutherford's Case, Re City of Glasgow Bank. — (Liquidators) v. Assets Co. (1883), 10 Rettie, 676 1318 — V. Mackinnon (1882), ORettir, 535 ; 19 S. L. R. 278 98, 101 Table op Cases Ixxix PAGE City of Glasgow Life Assurance Co., Re, [1916] 2 Ch. 557 ; 86 L. J. (CH.) 86; 115L. T. 519 871,891 City of London and Colonial Finance Association, Re (1866), 36 L. J. (CH.) 832 ; 15 W. R. 1095 966 City of London Brewery, Re (1914), Times Newspaper, April 20th and June 17th 839 City of London Brewery Co., Re (1914), 00123 . . . .751 City of London Brewery Co. v. Inland Revenue Commis^oners, [1899] 1 Q. B. 121 ; 68 L. J. (q. b.) 62 ; 79 L. T. 648 ; 47 W. R. 216 ; 15 T. L. R. 49, C. A 554, 555, 572 City of Moscow Gas Co. v. International Financial Society (1872), 7 Ch. 225 ; 41 L. J. (ch.) 350 ; 26 L. T. 377 ; 20 W. R. 394 . . 390 City Property Investment Trust Corporation, Ltd. v. Thorbvu-n (1896), 23 Rettie, 400 744 City Property Investment Trust Corporation, Ltd. v. Thorburn (1897), 25 Rettie, 361 ; 35 Sc. L. R. 249 101 Civil, Naval and Military Outfitters, Ltd., Re, [1899] 1 Ch. 215 ; 68 L. J. (CH.) 164 ; 80 L. T. 241 ; 47 W. R. 233 ; 15 T. L. R. 114 ; 6 Mans. 100, C. A 1055, 1188 Civil Service and General Stores, Ltd., Re (1887), 57 L. J. (CH.) 119 ; 58 L. T. 220 440, 1016 CivilServiceBank,i26( 1914), 00377 985 Civil Service Brewery Co., Re, W. N. (1893) 5 . . . 963, 1421 Civil Service Co-operative Society v. Chapman (1914), 30 T. L. R. 679 382, 384 Clandown Colliery Co., Re, [1915] 1 Ch. 369; 84 L. J. (ch.) 420; 112 L. T. 1060; [1915] H. B. R. 93; 59 Sol. Jo. 350 . . 916, 982 Clark, Ex parte. Re London and Colonial Co. (1869), L. R. 7 Eq. 550; 38 L. J. (CH.) 562 ; 20 L. T. 774 . 1301, 1302, 1303, 1306, 1368 V. Bahn, Hill & Co., [1908] 1 K. B. 667 ; 77 L. J. (k. b.) 369; 15 Mans. 42 532, 646 _ V. West Calder Oil Co. (1882), 9 Rettie, 1017; 19 S. L. R. 757. 625 V. Workman, [1920] 1 I. R. 107 . . . . 409, 463, 470 (John T.) & Co., Re, [1911] S. C. 243 . . . 462, 467, 738 ■ (Mateo), Re, Ex parte Buenos Ayres and Pacific Rail. Co., [1901] 1 K. B. 655 ; 70 L. J. (q. b.) 259 ; 84 L. T. 208 ; 49 W. R. 528 ; 8 Mans. 136 1356 Clarke, i7aj parte. Re Burr (1892), 67 L. T. 232; 40 W. R. 008; affirmed 67 L. T. 465; 41 W. R. 116, C. A. . . 1351, 1355 Re, [1898] 1 Ch. 336 ; 67 L. J. (ch.) 234 ; 78 L. T. 275 ; 46 W. R. 337 ; 14 T. L. R. 274, C. A 1347 (John) & Co., Re, [1912] 1 Ir. 24 842 V. Dickson (1858), E. B. & E. 148 ; 27 L. J. (Q. B.) 223 ; 4 Jut. (n. s.) 832 275 V. Hart (1858), 6 H. L. Cas. 633 ; 27 L. J. (cH.) 615 ; 5 Jur. (N. s.)447 325,326 — -^ V. Sunburst Gold Mining Co. (1896), 12 T. L. R. 411 . • 1444 Clarke's and Helden's Case, Re Eskern Slate and Slab Quarries Co. (1877), 37 L. T. 222 402 Clay V. Grand Junction Waterworks (1905), 21 T. L. R. 31 . 568, 830 Clay and Sons, i2e (1895), 3 Mans. 31 1227 Clayton's Case (1816), 1 Mer. 572 1296 Clayton Engineering Co., Re, (1904) 90 L. T. 283 . . • • 716 Cleary v. Brazil Railway Co. (1915), 85 L. J. (k. b.) 32; 113 L. T. 96 563, 049 Ixxx Table of Cases PAGE Cleggv. Edmondson (1857), 8 De G. M. & G. 787 ; 26 L. J. (CH.) 673; 3 Jut. (N.s.) 299 326 V. Ellison, Re Jones. See Jones, Re, Clegg v. Ellison. Cloland's Case, Re Metropolitan Public Carriage and Repository Co. (1872), L. R. 14 Eq. 387 ; 41 L. J. (cH.) 652; 27 L. T. 307; 20 W. R. 924 308 Clemence, Ex parte. Re Carriage Co-operative Supply Association. See Carriage Co-operative Supply Association, Re, Ex parte Clemence. Clements v. Hall (1858), 2 De G. & J. 173 ; 27 L. J. (ch.) 349 ; 4 Jur. (N. s.) 494 ; 6 W. R. 358 326 Clement's Case, Re Mercantile Credit Association (1872), L. R. 13 Eq. 179 n 1177, 1179 Clement's Inn Contract and Safe Deposit Corporation, Re (1913), 0035 881 Cleve V. Financial Corporation (1873), L. R. 16 Eq. 363; 43 L. J. (CH.) 54 ; 29 L. T. 89 ; 21 W. R. 839 . . . . 459, 1427 Cleveland Iron Co., Re, Ex parte Stevenson. See Stevenson, Ex parte Re Cleveland Iron Co. Cloverton v. St. Germain's Union (1887), 56 L. J. (q. b.) 83 . .90 Clifford V. Imperial Brazilian Railway (1889), 60 L. T. 60 . . 105 Clinch V. Financial Corporation (1868), L. R. 5 Eq. 450 ; affirmed (1869), 4 Ch. App. 117 ; 38 L. J. (cH.) 1 ; 19 L. T. 334 ; 17 W. R. 84 363, 1444 Clinton's Claim, Re National Motor Mail Coach, Ltd., [1908] 2 Ch. 515; 77 L. J. (CH.) 790, C. A 189,190 Clitheroe, £?a; j5ar (CH.) 440 ; 29 W. R. 281 . 189, 190, 1382 V. Lewis (1879), 4 C. P. D. 396; 48 L. J. (c. p.) 257; 40L. T. 168; 27 W. R. 836. . . 183,188 Emmanuel, Ex parte. Re Batey (1881), 17 Ch. D. 35 ; 50 L. J. (ch.) 305 ; 44 L. T. 832 ; 29 W. R. 526, C. A 1107 Emmerson's Case, Re London, Hamburg, and Continental Exchange Bank (1866), L. R. 2 Eq. 231 ; 35 L. J. (ch.) 652 ; 14 W. R. 785 ; affirmed (1866), 1 Ch. 433 ; 36 L. J. (ch.) 177 ; 14 L. T. 746; 12 Jur. (N. s.) 592 ; 14 W. R. 905 . . 961, 974, 976, 1016, 1277 Emperor Life Assurance Society, Re (1885), 31 Ch. D. 78 ; 55 L. J. (ch.) 3 ; 53 L. T. 591 ; 34 W. R. 118 1419 Empire Assurance Co., Re (1867), 16 L. T. 341 .... 907 Empire Assurance Corporation, Re (1868), 17 L. T. 488 . . 1180, 1181 ■ Re, Ex parte Bagshaw. See Bagshaw, Ex parte. Re Empire Assurance Corporation. Re, Dougan's Case. See Dougan's Case, Re Empire Assurance Corporation. — Re, Leeke's Case. See Leeke's Case, Re Empire Assvu-ance Corporation. • ■ Re, Somerv'ille's Case. See Somer- ville's Case, Re Empire Assurance Corporation. Empire Builders, i2e (1919), 88 L. J. (cH.)459; 121 L. T. 238; 63 Sol. Jo. 608 908 Empire Guarantee and Insurance Corporation, [1911] S. C. 1296; 48 S. L. R. 1038; [1911] 2 S. L. T. 269 . . . . 866, 869 Empire Mining Co., Re (1890), 44 Ch. D. 402 ; 59 L. J. (ch.) 345 ; 62 L. T. 493 ; 38 W. R. 747 ; 2 Meg. 191 . . . . 835, 838 Empire Trust Co., Ltd., i2c (1891), 64 L. T. 221 . . . 802,804 Empress Engineering Co., Re (1880), 16 Ch. D. 125; 43 L. T. 742; 29 W. R. 342, C. A 189,190,191,563 Engel V. South Metropolitan Brewing and Bottling Co., [1892] 1 Ch. 442 ; 61 L. J. (ch.) 369 ; 66 L. T. 155 ; 40 W. R. 282 . . 672, 1132, 1184 Table of Cases ci PAGE Englefiold Colliery Co., Re (1878), 8 Ch. D. 388 ; 38 L. T. 112, C. A. 190, 403 English and Colonial Produce Co., Ltd., Re, [1906] 2 Ch. 435 ; 75 L. J. (CH.) 831 ; 95 L. T. 85 ; 22 T. L. R. 669 ; 13 Mans. 337, C. A. 189, 190 English and Irish Church, etc. Society, Re (1862), 5 L. T. 306 ; 10 W. R. 33 962 English and Irish Church University Assurance Society, Re (No. 2) (1863), 1 H. & M. 85 ; 8 L. T. 724 ; 11 W. R. 681 . . . 1299 English and Scottish Law Life Insurance Association, Re (1918), 119 L. T. 305; 62 Sol. Jo. 549; 34 T. L. R. 409 . . . . 888 English and Scottish Marine Insurance Co., i?e,Maclure's Claim (1870), 5 Ch. App. 737; 39 L. J. (cH.) 685; 23 L. T. 685; 18 W. R. 1122 1174, 1368, 1435 EngUsh and Scottish Mercantile Investment Trust v. Brunton, [1892] 2 Q. B. 1 . 532 V. Brimton, [ 1 892] 2 Q. B. 700 ; 67 L. T. 406 ; 41 W. R. 133, C.A. . . 532, 535 English Assurance Co., Re, Holdich's Case. See Holdich's Case, Re English Assurance Co. English Bank of the River Plato, Re, [1892] 1 Ch. 391 ; 61 L. J. (CH.) 205 ; 66 L. T. 177 ; 40 W. R. 325 . . . 1034, 1232 Re, Ex parte Bank of Brazil, [1893] 2Ch.438; 62L. J. (cH.) 578; 69L.T. 14; 41 W. R. 521 ; 3R. 518 1376 English Channel Steamship Co. v. Rolt (1881), 17 Ch. D. 715; 44 L. T. 135 531 English Electro-MetaUurgical Co., Ltd. v. Glasdir Copper Mines, Ltd., Re Glasdir Copper Mines, Ltd. See Glasdir Copper Mines, Ltd., Re, English Electro-Metallurgical Co., Ltd. v. Glasdir Copper Mines, Ltd. English Joint Stock Bank, Re (1866), L. R. 3 Eq. 203 ; 15 L. T. 206 ; 15 W. R. 102 .... 1176 Re, Ex parte Harding. . See Harding, Ex parte. Re English Joint Stock Bank. Re, Yelland's Case. See Yelland's Case, Re English Joint Stock Bank. English McKenna Process, Ltd., Bowering v. The Company, [1911] E. 1238 (in Chambers) 651, 1032 English, etc.. Rolling Stock Co., Re Lyon's Case. See LyOn's Case, Be English, etc.. Rolling Stock Co. English, Scottish, and Australian Chartered Bank, Re, [1893] 3 Ch. 385 ; 62 L. J. (ch.) 825 ; 69 L. T. 268 ; 42 W. R. 4 ; 2 R. 574 C.A 367,837,838,842,906 Ennis and West Clare Rail. Co., Re (1879), 3 L. R. Ir. 94 . 16, 899, 901 Enthoven v. Hoylo (1852), 13 C. B. 373 ; 21 L. J. (c. p.) 100 ; 16 Jur. 272 547, 550, 586 Equestrian and PubUc Buildings Co., Re (1888), 1 Meg. 115 . . 997 Erlanger v. New Sombrero Phosphate Co. (1878), 3 App. Cas. 1218 ; 39 L. T. 269 ; 26 W. R. 65 . . . . 183, 184, 185, 186 Ernest v. Loma Gold Mines, Ltd., [1897] 1 Ch. I ; G6 L. J. (ch.) 17 ; 75 L. T. 317 ; 45 W. R. 86, C. A. . . 31, 366, 367, 465, 830 V. Nichulls (1857), 6 H. L. C. 401 ; 3 Jur. (n. s.) 919 ; 6 W. R. 2^ 84, 528, 1300 Esberger v. Ca^ u . and Counties Bank, [1913 2 Ch. 366; 82 L. J. (CH.)576; 109 L. T. 140 625 cii Table of Cases PAGE Escalera Silver Lead Mining Co., Ee (1908), 25 T. L. R. 87 . . 550 Escott V. Gray (1878), 47 L. J. (c. p.) 606 ; 39 L. T. 121 . . 1290 Eskem Slate and Slab Quarries Co., Re, Clarke and Helden's Case. See Clarke and Helden's Case, Re Eskern Slate and Slab Quar- ries Co. Esmaralda Consolidated Mines (Mexico), i?e (1913), 00332 . . 1457 Esparto Trading Co., jBe, Finch and Goddard's Cases (1879), 12 Ch. D. 191 ; 48 L. J. (CH.) 573 ; 28 W. R. 146 . . 243, 325, 417, 1244 Espuela Land and Cattle Co., i2e (1900), 48 W. R. 684 . . .457 Re, [1909] 2 Ch. 187 ; 78 L. J. (ch.) 729 ; 101 L. T. 13 ; 16 Mans. 251 . . 353, 375, 1405, 1407, 1408 Essequibo Rubber and Tobacco Estates, Re (1913), unreported . 1189 Essex and Suffolk Equitable Insurance Society, Ltd., Re, [1909] W. N. 102 738, 803 Essex Brewery Co., Re Barnett's Case. See Barnett's Case, Re Essex Brewery Co. Estates Investment Co., Re (1883), 27 Sol. Jo. 585 ... 880 Re, Ashley's Case. See Ashley's Case, Re Estates Investment Co. Re, McNiell's Case. See McNiell's Case, Re Estates Investment Co. Re, Pawle's Case. See Pawle's Case, Re Estates Investment Co. Etheridge v. Central Uruguay Northern Extension Railway, [1913] 1 Ch. 425; 82 L. J. (cH.) 333; 108 L. T. 362; 20 Manson, 172; 57 Sol. Jo. 341 ; 29 T. L. R. 328 . . . . 449, 458, 1439, 1443 Etna Insurance Co., Re (1873), Ir. R. 7 Eq. 362 . . . . 1167 Euphrates and Tigris Steam Navigation Co., Ltd., Re, [1904] 1 Ch. 360 ; 73 L. J. (CH.) 175 ; 90 L. T. 56 ; 11 Mans. 93 . . 799, 800 Eupion Fuel and Gas Co., Re, W. N. (1875) 10 ... . 1221 European Assurance Co, (1870), 18 W. R. 9 970 European Assurance Society, Re, Ex parte British Nation Life Assur- ance Association. See British Nation Life Assurance Association, Ex parte. Re European Assurance Society. European Assurance Society, Re. See Cocker's Case. Re, Dowse's Case. See Dowse's Case, Re European Assurance Society. Re, Hort's Case. See Hort's Case, Re European Assurance Society. Re, Ramsay's Case. See Ramsay's Case, Re European Assurance Society. European Bank, Ex parte. Re Oriental Commercial Bank. See Oriental Commercial Bank, Re, Ex parte European Bank. ■ Re, Master's Case. See Master's Case, Re European Bank. Re, Ex parte Oriental Commercial Bank (1870), 5 Ch. App. 358 ; 39 L. J. (ch.) 588 ; 22 L. T. 422 ; IS W. R. 474 . . 528 European Banking Co., Re, Ex parte Bay lis (1866), L. R. 2 Eq. 521 ; 35 L. J. (CH.) 690 ; 15 L. T. 310 ; 12 Jur. (n. s.) 615 . 943, 993 European Central Rail. Co., Re Gustard's Case. See Gustard's Case, Re European Central Rail. Co. Re, Holden's (Henry) Case. S^e Holden's (Henry) Case, Re Eiu'opean Central Rail. Co. Table of Cases ciii PAGE European Central Rail. Co., Re, Ex parte Oriental Financial Corpora- tion (1876), 4 Ch. D. 33 ; 46 L. J. (CH.) 57 ; 35 L. T. 583 ; 25 W. R. 92, C. A 548, 1372 Re, Parson's Case. See Parson's Case, Re European Central Rail. Co. Re, Syke's Case. See Syke's Case, Re European Central Rail. Co. Re, Walford's Case. See Walford's Case, Re European Centi-al Rail. Co. European Life Assurance Society, Re (1869), L. R. 9 Eq. 122 . 914, 920 Re (1870), L. R. 10 Eq. 403; 40 L. J. (cH.) 87 ; 22 L. T. 785 ; 18 W. R. 913 . . , . 948 Evans, Ex parte Re Watkins (1880), 13 Ch. D. 252 ; 49 L. J. (bcy.) 7 ; 41 L. T. 565 ; 28 W. R. 127, C. A. . . 667, 1023, 1348 Re, [1905] 1 Ch. 290 ; 74 L. J. (ch.) 204 ; 92 L. T. 151 ; 69 J. P. 104 ; 3 L. G. R. 169 1170, 1340 Re, [1913] 1 Ch. 23; 82 L. J. (ch.) 12; 107 L. T. 604; 19 Manson, 397 ; 57 Sol. Jo. 60 .... 105, 355 . «. Chapman (1902), 86 L. T. 381 ; 18 T. L. R. 506 . , 117 V. Coventry (1855), 5 De G. M. & G. 911 ; 3 Eq. R. 545 ; 3 W. R. 149 1298 V. (1856), 25 L. J. (CH.) 489 ; 2 Jur. (n. s.) 557 ; 4 W. R. 466 97, 1299 V. Coventry (1857), 8 De G. M. & G. 835 ; 26 L. J. (cH.) 400 ; 3 Jut. (n. s.) 1225 ; 5 W. R. 436, C. A. 97, 400, 1298, 1299 V. Lloyd, W. N. (1887), 171 660 V. Rival Granite Quarries, [1910] 2 K. B. 979 ; 79 L. J. (k. b.) 970 ; 26 T. L. R. 509 ; 54 Sol. Jo. 580, C. A. . 536, 538 V. Smallcombe (1868), L. R. 3 H. L. 249 ; 19 L. T. 207, C. A 97, 327, 449, 1270, 1282 V. Wood (1868), L. R. 5 Eq. 9 ; 37 L. J. (ch.) 159 ; 17 L. T. 190 ; 16 W. R. 67 1274, 1276, 1277 (J. H.) & Co., W. N. (1892) 126 970 Evans' Case, Re London, Hamburg, and Continental Exchange Bank (1867), 2 Ch. App. 427 ; 36 L. J. (ch.) 501 ; 16 L. T. 253 ; 15 W. R. 543 242, 243, 1242 Evans & Co. v. London County Council, [1914] 3 K. B. 315; 83 L. J. (k. b.) 1264; 111 L. T. 288; 78 J. P. 345; 12 L. G. R. 1079; 30 T. L. R. 509 435 Evennett v. Lawrence, Re Lawrence. See Lawrence, Re, Evennett v. Lawrence. Everingham v. Co-operative Pure Family Beer Co., W. N. (1880) 99, C. A J027 Everitt v. Automatic Weighing Machine Co., [1892] 3 Ch. 506 ; 62 L. J. (CH.) 241 ; 67 L. T. 349 ; 3 R. 34 324 Evling V. Israel and Oppenheimer, [1918] 1 Ch. 101; 87 L. J. (ch.) 341; 118L. T. 99; 34T. L. R. 109 . , . 166,354,1408 Ewing V. Buttercup Margarine Co. [1917] 2 Ch. 1 ; 86 L. J. (ch.) 441 ; 117 L. T. 67; 34 R. P. C. 232; 61 Sol. Jo. 443; 33 T. L. R. 321, C. A 61 Exchange Banking Co., Re Flitcroft's Case. See Flitcroft's Case, Re Exchange Banking Co. Re Ramwell's Case. See Ramwell's Case, Re Exchange Banking Co. civ Table of Cases PAGE Exchange Drapery Co., Re (1888), 38 Ch. D. 171 ; 57 L. J. (CH.) 914 ; 58 L. T. 544 ; 36 W. R. 444 312, 1311, 1406 Exchange Telegraph Co., Re (1914), Times Newspaper, February 14th 802 Exchange Trust, Ltd., Re, Larkworthy's Case. See Larkworthy's Case, Re Exchange Trust, Ltd. Exhall Mining Co., Re, Field's Case (1864), 4 De G. J. & S. 377 ; II L. T. 526 ; 13 W. R. 219 1018, 1020 Exmouth Docks Co., Re (1873), L. R. 17 Eq. 181 ; 43 L. J. (ch.) 110 ; 29 L. T. 573 ; 22 W. R. 104 901,902,942 Exploring Land and Minerals Co. v. Kolckmann (1905), 94 L. T. 234, C. A 187, 406 Express Engineering Works, Re, [1920] W. N. 75; 36 T. L. R. 275, C. A 426 Eylest;.Ellis(1827), 4 Ring. 112; 12 Moore, 306; 5 L. J. (o. s.) (c. p.) 110 309 Eynsham, Re (1849), 12 Q. B. 398 n. ; 18 L. J. (q. b.) 310 . . 462 Eyre's Case (1862), 31 Beav. 177 1269 Eyton (Adam), Ltd., Re, Ex parte Charlesworth (1887), 36 Ch. D. 299 ; 57 L. J. (CH.) 127 ; 57 L. T. 899 ; 36 W. R. 275, C. A. .1084, 1085, 1086, 1087 F. Factage Parisien, Re (1865), 32 L. J. (ch.) 140 ; 11 L. T. 500 ; 11 Jur. (N. s.) 121 ; 13 W. R. 214 . . . . 920,987,988 Fairbairn Engineering Co., Re, Ladd's Case. See Ladd's Case, Re Fairbaim Engineering Co. Fairclough v. Swan Brewery, [1912] A. C. 565; 81 L. J. (p. o.) 207; 106L. T. 931; 28T. L. R.450 555 Fairfield Shipbuilding Co. and Engineering v. London and East Coast Express Steamship Co., VV. N. (1895) 64 .... 649 Falcke v. Scottish Imperial Insurance Co. (1886), 34 Ch. D. 234 ; 56 L. J. (CH.) 707 ; 56 L. T. 220 ; 35 W. R. 143, C. A. . . 1335 Fallows V. Bamby's, Ltd., Re Bamby's Ltd. See Barnby's, Ltd., Re, Fallows V. Barnby's, Ltd. Famatina Development Corporation, Re, [1914] 2 Ch. 271; 84 L. J. (CH.) 48; 30 T. L. R. 696, C. A 87, 119, 272, 399 Famatina Development Corporation v. Bury, [1910] A. C. 439 ; 79 L. J. (CH.) 597 ; 102 L. T. 866 ; 26 T. L. R. 540 ; 54 Sol. Jo. 616 ; 17 Mans. 242 95, 304, 488, 1409 Family Endowment Society, Re (1870), 5 Ch. 118 ; 39 L. J. (ch.) 306 ; 21 L. T. 775 ; 18 W. R. 266 869, 870, 900 Fancy Dress BaUs Co., Re, W. N. (1899) 109 .... 944 Fanshawe, Re, Ex parte Le Marchant, [1905] 1 K. B. 170 ; 74 L. J. (K. B.) 153 ; 92 L. T. 32 ; 53 W. R. 222 ; 12 Mans. 7 , . 1356 Farmer v. Goy & Co., Ltd., Re Goy & Co., Ltd. See Goy & Co., Ltd., Re, Farmer v. Goy & Co., Ltd. V. Thames Ironworks Shipbuilding and Engineering Co., Ltd., Re The Company. See Thames Ironworks Shipbuilding and Engineering Co., Ltd., Re, Farmer v. The Company. Farmer & Co. v. Inland Revenue Commissioners, [1898] 2 Q. B. 141 ; 67 L. J. (Q. B.) 775 ; 79 L. T. 32 ; 14 T. L. R. 408 . . . 195 Farnborough (Trusts of Land) (1880), [1906] 1 Ch. 361 n. . . 560 Farnol, Eades, Irvine & Co., Re, [1915] 1 Ch. 22; 84 L. J. (ch.) 129; 112L. T. 151; 21 Manson, 395 222,650 Table of Casei^ CV PAGE Fan* and Whittall's Claims, Re Bi-itish Imperial Insurance Corpora- tion (1878), 47 L. J. (CH.) 318 ..... , 1381 Faure V. Philippart (1888), 58 L. T. 525 .... 326,429 Fame Electric Accumulator Co., Re (1888), 40 Ch. D. 141 ; 58 L. J. (CH.) 48 ; 59 L. T. 918 ; 37 W. R. 116 ; 1 Meg. 99 212, 215, 400, 407 Re (1888), 58 L. T. 42 . . 1198 Fawcett v. Whitehouse (1829), 1 Russ. & M. 132 ; 4 L. J. (o. s.) (ch.) 164 ; 8 L. J. (o. s.) (ch.) 50 404 Fearnside and Dean's Case, Dobson's Case, Re Leeds Banking Co. (1865), 1 Ch. App. 231 ; 35 L. J. (ch.) 307 ; 13 L. T. 694 ; 12 Jur. (N. s.) 60; 14 W.'R. 255 1251,1255 Featherstone v. Cooke, Trade Auxiliary v. Vickers (1873), L. R. 16 Eq. 298 ; 21 W. R. 835 441 Featherstonhaugh v. Lee Moor Porcelain Clay Co. (1866), L. R. 1 Eq. 318; 35 L. J. (CH.)84; 13 L. T. 460; 11 Jur. (n. s.) 994; 14 W. R. 97 . .89 Federal Bank of Australia, Re (1893), 62 L. J. (ch.) 561 ; 68 L. T. 728 ; 2 R. 416, C. A 905 Federal Supply and Cold Storage v. Anghern (1911), 80 L. J. (p. c.) 1 ; 103 L. T. 150 ; 26 T. L. R. 626 ; 48 Sc. L. R. 706 . . 424, 443 Foiling and Rimington's Case (1867), 2 Ch. App. 714; 36 L. J. (CH.) 694; 16 L. T. 684; 15 W. R. 948 1263 Felgate's Case, Re United Kingdom Shipowners Co. (1865), 2 De G. J. & S. 456 ; 11 L. T. 613 ; 11 Jur. (n. s.) 52 ; 13 W. R. 305, C. A 244, 1244 Fellows V. Corker, [1918] 1 Ch. 9; 87 L. J, (cH.) 11; 117 L. T. 693; 62 Sol. Jo. 54 444 Felton's Executor's Case, Re East of England Banking Co. (1865), L. R. 1 Eq. 219 ; 35 L. J. (CH.) 196 ; 13 L. T. 741 ; 12 Jur. (n. s.) 201 ; 14 W. R. 247 1195 Fenwick, Stobart & Co., Re, [1902] 1 Ch. 507 ; 71 L. J. (ch.) 321 ; 86 L. T. 193 ; 9 Mans. 205 446 Fenn's Case (1854), 4 De G. M. & G. 285 ; 22 L. J. (ch.) 692, C. A. . 1290 Ferd Buller, Re (1892), 66 L. T. 619 1228 Ferguson w. Wilson (1866), 2 Ch. App. 77; 15 W. R. 27 . . 434 Fornandes' Executor's Case, Re Commercial Bank Corporation of India (1870), 5 Ch. App. 314 ; 22 L. T. 219 ; 18 W. R. 411 . 1395 Ferndale Industrial Co-operative Society, Re, [1894] 1 Q. B. 828 ; 70 L. T. 448 ; 42 W. R. 430 ; 1 Mans. 303 ; 10 R. 199 . . . 931 Ferraos' Case, Re Paraguassu Steam Tramway Co. (1874) 9 Ch. App. 355 ; 43 L. J. (ch.) 482 ; 30 L. T. 211 ; 22 W. R. 386 . 308, 1144 Fcwings, Exparte, Re Sneyd (1884), 25 Ch. D. 338 ; 53 L. J. (ch.) 545 ; 50 L. T. 109 ; 32 W. R. 352 1372 Field, Re, Ex parte Hollyoak. See Hollyoak, Ex parte. Re Field. Field (J. C. T.), Ltd. & Reduced (1911) (unreported) . . .773 Field's Case, Re Exhall Mining Co., Re. See Exhall Mining Co., Re Field's Case. Figgins V. Baghino, Re Russell Institution. See Russell Institution, Re, Figgins v. Baghino. Finance and Issue, Ltd. v. Canadian Produce Corporation, Ltd., [1905] 1 Ch. 37 ; 73 L. J. (cH.) 751 ; 20 T. L. R. 807 . . 253, 265 Financial Corporation, W. N. (1866) 162 1440 A'r (1883), 27 Sol. Jo. lyj , , . .880 S.C.L. S cvi Table of Cases PAGE Financial Corporation, Re, Goodson's Claim (1880), 28 W. R. 760 84, 1255 Re, Sassoon's Case. See Bassoon's Case, Re Financial Corporation. V. Lawrence (1869), L. R. 4 C. P. 731 ; 38 L. J. (c. p.) 305 ; 17 W. R. 854 .... 1253, 1271, 1273 Financial Corporation's Claim, Re Natal Investment Co. See Natal Investment Co., Re, Financial Corporation's Claim. Financial Insurance Co., Re (1867), 36 L. J. (CH.) 687 . . . 1177 Re, Bishop'.s Case. See Bishop's Case, Re Financial Insurance Co. Finch V. Oake, [1896] 1 Ch. 409 ; 65 L. J. (cH.) 324 ; 73 L. T. 716 ; 60 J. P. 309, C. A 444 Finch and Goddard's Cases, Re Esparto Trading Co. See Esparto Trading Co., Re, Finch and Goddard's Cases. Findlay, Ex parte. Re Collie (1881), 17 Ch. D. 334 ; 50 L. J. (ch.) 696 ; 45 L. T. 61 ; 29 W. R. 857, C. A. . . .1131,1357 V. Waddell, [1910] S. C. 670; 47 Sc. L. R. 478 . 490, 491, 1179, 1195, 1351 Fine Cotton Spinners' and Doublers' Association v. Harwood, Cash & Co., [1907] 2 Ch. 184; 76 L. J. (ch.) 670; 97 L. T. 45; 23 T. L. R. 537 ; 24 R. P. C. 533 61 Finlay v. Mexican Investment Co., [1897] 1 Q. B. 517 ; 66 L. J. (q. b.) 151 ; 76 L. T. 257 558, 569, 613, 841 Firbank's Executors v. Hmnphreys (1886), 18 Q. B. D. 54 ; 56 L. J. (Q. B.) 57 ; 56 L. T. 36 ; 35 W. R. 92, C. A. . . . 435, 531 Fire Annihilator Co., Re (1863), 32 Beav. 561 ... 1451, 1452 Fireproof Doors, Re, [1916] 2 Ch. 142; 85 L. J. (ch.) 444; 114 L. T. 994; 60 Sol. Jo. 513 , . 429,431,433,470,529,533,538,629 First National Bank of Chicago u. Orinoco,etc. Co. (1905), 21 T. L. R. 39 551 Firth, Re, Ex parte Schofield. See Schofield, Ex parte. Re Firth. ■ V. Inland Revenue, [1904] 2 K. B. 205 ; 73 L. J. (k. b.) 632 ; 91 L. T. 138 ; 52 W. R. 622 ; 20 T. L. R. 447 ... 574 Fisher, Ex parte, Re Ash (1872), 7 Ch. App. 636 ; 41 L. J. (bcy.) 62 ; 26 L. T. 931 ; 20 W. R. 849 1227 V. Black and White PubUshing Co., [1901] 1 Ch. 174 ; 70 L. J. (ch.) 175 ; 84 L. T. 305 ; 49 W. R. 310 ; 17 T. L. R. 146 ; 8 Mans. 184, C. A 354 . V. Ind Coope & Co., Knox v. The Company, Arnold v. The Company, Re Ind Coope & Co. See Ind Coope & Co., Re, Fisher v. The Company, Knox v. The Company, Arnold v. The Company. Fisher's Case, Sherrington's Case (1885), 31 Ch. D. 120 ; 55 L. J. (ch.) 497 ; 53 L. T. 832 ; 34 W. R. 49, C. A. . . . 249, 1240, 1249 Fitzgeorge, Re, Ex parte Robson, [1905] 1 K. B. 462 ; 74 L. J. (k. b.) 322; 92 L. T. 206; 53 W. R. 38- ; 12 Mans. 14 . . 613,1127 Fitzgerald v. Persse, [1908] 1 Ir. 279 553 Fitzgerald's Trustee v. MeUersh, [1892] 1 Ch. 385 ; 61 L. J. (ch.) 231 ; 66 L. T. 178 ; 40 W. R. 251 554 Fitzroy v. Cave, [1905] 2 K. B. 364 ; 74 L. J. (k. b.) 829 ; 93 L. T. 499 ; 54 W. R. 17 ; 21 T. L. R. 612, C. A 942 Fitzroy Bessemer Steel Co., Re (1884), 50 L. T. 144 ; 32 W. R. 475 . 187, 407 Fitzsimons U.Duncan, Kemp & Co., [1908] 2 Ir. 483, C. A. . . 436 Flack, Re, Ex parte Berry, [1900] 2 Q. B. 32 ; 69 L. J. (Q. B.) 458 ; 82 L. T. 503 ; 48 W. R. 466 1362 Table of Cases cvii Flack's Case, Re Central Sugar Factories of Brazil. See Central Sugar Factories of Brazil, Re, Flack's Case. Flagstaff Silver Mining Co. of Utah, Re (1875), L. R. 20 Eq. 268 ; 45 L. J. (CH.) 136 ; 23 W. R. 611 913 Flatau, Re, Ex parte Official Receiver, [1893] 2 Q. B. 219 ; 62 L. J. (Q. B.) 569 ; 68 L. T. 40 ; 41 W. R. 529 ; 10 Morr. 151 ; 4 R. 414, C. A 1010 FlaveU, Re (1884), 25 Ch. D. 89 ; 53 L. J. (ch.) 185 ; 32 W. R. 102 . 563 Fleetwood and District Electric Light and Power Syndicate, Re, [1915] 1 Ch. 846; 84 L. J. (ch.) 374; 112 L. T. 1127; [1915] H. B. R. 70; 59Sol. Jo. 383; 31 T. L. R. 221 . .1382,1438 Fleetwood's Case (1610), 8 Co. Rep. 171a 1347 Fleetwood Estate Co., Re, W. N. (1897) 20 806 Flegg V. Prentis, [1892] 2 Ch. 428 ; 61 L. J. (ch.) 705 ; 67 L. T. 107 . 1348 Fleming v. Bank of New Zealand, [1900] A. C. 577 ; 69 L. J. (p. c.) 120 ; 83 L. T. 1 ; 16 T. L. R. 468 244, 434 Fleming's Case, Re National Provincial Life Assurance Society (1871), 6 Ch. 393 ; 19 W. R. 663 870 Fletcher, ^xporfe (1868), 37 L. J. (CH.) 49 1245 i2e (1892), 9 Morr. 8 1227 FlexoMotorBeltCo., i2e(1919), 00180 881 Flint, Coal, and Cannel Co., Re (1887), 56 L. J. (cH.) 232 ; 56 L. T. 16 . 1027 Flitcroft's Case, Re Exchange Banking Co. (1882), 21 Ch. D. 519 ; 52 L. J. (CH.) 217 ; 48 L. T. 86 ; 31 W. R. 174, C. A. 99, 108, 399, 406, 1193, 1194, 1196, 1199 Floating Dock Co. of St. Thomas, Ltd., Re, [1895] 1 Ch. 691 ; 64 L. J. (CH.) 361 ; 43 W. R. 344 ; 13 R. 491 740 Flood V. Irish Provident Assurance Co., [1912] 9 Ch. 597 n. ; 46 L L. T. 214 22 Florence Land Co., Re, Ex parte Moor (1878), 10 Ch. D. 530 ; 48 L. J. (CH.) 137; 39L. T. 589; 27W. R. 236, C. A. . . . 533,534 Foerster v. Newlands Diamond Mines (1902), 18 T. L. R. 497 . . 366 Foldal Copper and Sulphur Co., Re (1913), 00376 . . . .746 Follitt V. Eddystone Granite Quarries, [1892] 3 Ch. 75; 61 L. J. (en.) 567 ; 40 W. R. 567 569 Fontaine's Case, Re Howe Machine Co. (1890), 41 Ch. D. 118; 61 L. T. 170; 37 W. R. 680, C. A 952, 1163 Forbes' Case. Re Anglo-Moravian Hungarian Jimction Rail. Co. (1873), 8Ch. App. 768; 42L. J. (CH.) 857 . . 416 ,Re Teme Valley Rail. Co. (1875), L. R. 19 Eq. 353; 44 L. J. (CH.) 356; 23 W. R. 402 416,1281 Forbes and Judd's Cases, Re Heyford Ironworks Co. (1870), 5 Ch. App. 270; 39 L. J. (cH.) 422; 22 L. T. 187; 18 W. R. 302 243, 315, 1243 Ford, Re, Ex parte The Trustee, [1900] 2 Q. B. 211 ; 69 L. J. (q. b.) 690 ; 82 L. T. 625 ; 48 W. R. 688 ; 16 T. L. R. 399 ; 7 Mans. 281 1351 Ford V. Northwich Salt Co. (1891) (unreported) . . . .708 Forde, Ex parte (1885), 30 Ch. D. 153; 54 L. J. (cH.) 724; 53 L. T. 559 ; 33 W. R. 839 317 Fore Street Warehouse, Re (1888), 59 L. T. 214; 1 Meg. 67 . 741, 794 Foreign and Colonial Government Trust Co., Re, [1891] 2 Ch. 395 ; 65 L. T. 78 ; 39 W. R. 699 b02, 307, 808 Forest of Dean Coal Mining Co., Re (1875), 10 Ch. D. 450 ; 40 L. T. 287 ; 27 W. R. 594 398,1193 Forget V. Cements Products Co. of Canada, [1910] W. N. 259 . 245, 249, 250, 1247 cviii Table op Cases [PAGE Forrest v. Manchester, Sheffield, etc. Railway (1860), 30 Beav. 40; 4 L. T. 666 ; 7 Jur. (n. s.) 887 ; 9 W. R. 818 ; on appeal, 4 D. G. F. & J. 126 ; 4 L. T. 666 ; 7 Jur. (N. s.) 887 ; 9 W. R. 818 . 85 Forster v. Baker, [1910] 2 K. B. 636 ; 79 L. J. (k. b.) 664 ; 102 L. T. 29 ; sub nom. Bowles v. Baker, 26 T. L. R. 243 . .912 V. Davies, Re Macrae. See Macrae, Re Forster v. Davies. V. Nixon's Navigation Co. (1906), 23 T. L. R. 138 . . 670 Fortune Copper Mining Co., Re (1870), L. R. 10 Eq. 390 ; 40 L. J. (CH.) 43 ; 22 L. T. 650 966, 969 Forwood, Ex parte (1870), 5 Ch. App. 18 ; 39 L. J. (ch.) 133 ; 21 L. T. 411 ; 18 W. R. 53 , . . 1357 Foss V. Harbottle (1843), 2 Hare, 461 . . . . 184, 364, 470 Foss, BUbrough, Plaskitt and Foss, i?e, [1912] 2 Ch. 161; 81 L. J. (CH.) 558; 106 L. T. 835; 56 Sol. Jo. 574 .... 1376 Foster w. Barnard, [1916] 2 A. C. 154; 85 L. J. (k. b.) 1161; 114 L. T. nil; 21 Com. Cas. 197; 60 Sol. Jo. 477; 32 T. L. R. 500 222 Foster v. Borax Co., Re Borax Co. See Borax Co., Re, Foster v. Borax Co. V. Coles, [1906] W. N. 107 . . . . * . . .358 V. Foster, [1916] 1 Ch. 532; 85 L. J. (ch.) 305; 114 L. T. 405 405, 406, 422, 426, 427, 438, 442, 443, 463, 471 V. London, Chatham, and Dover Rail. Co., [1895] 1 Q. B..711 ; 64 L. J. (Q. B.) 65; 71 L. T. 855; 43 W. R. 116; 14 R. 27, C. A 85 Foster w. New Trinidad Lake Asphalte Co., Ltd., [1901] 1 Ch, 208 ; 70 L. J. (ch.) 123 ; 49 W. R. 119 ; 17 T. L. R. 89 ; 8 Mans. 47 98, 104, 488 Foster (Edward) and Son, Re (1912), 00155 772 Foster (John) and Sons v. Inland Revenue Commissioners, [1894] 1 Q. B. 516 ; 63 L. J. (q. b.) 173 ; 69 L. T. 817 ; 58 J. P. 444 ; 42 W. R. 259 ; 9 R. 161, C. A 196 Fothergill's Case, Re Pen 'Allt Silver Lead Mining Co. (1873), 8 Ch. App. 270; 42L. J. (CH.)481 ; 27L.T. 124; 21W.R. 301 . . 242, 243, 265, 308, 315, 1242, 1243 Foucar & Co., Re (1918), 29 T. L. R. 350 830 Foudrinier, Re, Ex parte Artistic Colour Printing Co. See Artistic Colour Printing Co., Re, Ex parte Foudrinier. Foulkes V. Quartz Hill ConsoUdated Gold Mining Co. (1883), Cab. & E. 156 275 Foimtain's Case, Re Sheffield Foresters' Co-operative Society (1865), 4 De G. J. & S. 699 ; 34 L. J. (ch.) 593 ; 12 L. T. 335 ; 11 Jur. (N. s.) 553 ; 13 W. R. 667 1283 Fountaine v. Carmarthen Rail. Co. (1868), L. R. 5 Eq. 316 ; 37 L. J. (ch.) 429 ; 16 W. R. 476 383, 433, 528 Fowler v. Broad's Patent Night Light Co., [1893] 1 Ch. 724 ; 62 L. J. (ch.) 373 ; 68 L. T. 576 ; 41 W. R. 247 ; 3 R. 295 . . 671, 1309 Fowler v. Midland Electric Corporation, [1917] 1 Ch. 656; 86 L. J. (CH.) 472 ; 117 L. T. 97 ; 61 Sol. Jo. 459 ; 38 T. L. R. 322, C. A. 550 Fowler's Case, Re British and American Telegraph Co. (1872), L. R. 14 Eq. 316 ; 42 L. J. (cH.) 9 ; 27 L. T. 748 ; 21 W. R. 37 . 419 Fox, Ex parte, Re Irrigation Co. of France (1871), 6 Ch. App. 176 ; 40 L. J. (CH.) 433 ; 24 L. T. 33G, C. A. . . 458, 919, 1427, 1443, 1445, 1447, 1451, 1457 Fox, Ex parte (1886), 17 Q. B. D. 4; 55 L. J. (q. b.) 288; 54 L. T. 307; 34W. R. 535; 3 Morr. 03 136 Table of Cases cix PAGE Fox V. Martin (1895), G4 L. J. (ch.) 473 341 Fox's Case (1863), 3 De G. J. & S. 465; 32 L. J. (bcy.) 57 ; 8 L. T. 223; 9Jur. (n.s.)785; IIW.R. 577; 2NewRep. 1 1240, 1241 , Re Canadian Native Oil Co. (1868), L. R. 5 Eq. 118 ; 37 L, J. (CH.) 257 276 Fox and Jacobs, Re, Ex parte Discomit Banking Co., [1894] 1 Q. B. 438 ; 63 L. J. (Q. B.) 191 ; 69 L. T. 657 ; 10 R. 70 ; 42 W. R. 351 . 1354 Fox and Son v. Morrish, Grant & Co. (19] 8), 35 T. L. R. 126 . . 484 Frames v. Bultfontein Mining Co., [1891] 1 Ch. 140 ; 60 L. J, (CH.) 99 ; 64 L. T. 12 ; 39 W. R. 134 ; 2 Meg. 374 . . 438, 439, 1408 France v. Clarke (1884), 26 Ch. D. 257 ; 53 L. J. (ch.) 585 ; 50 L. T. 1 ; 32 W. R. 466, C. A 340, 341 Francis, Re (1904), 74 L. J. (ch.) 198; 92 L. T. 77 . . . . 405 Francis & Co. (1911), June 14th (unreported) .... 1429 Francke, i?e (1888), 57 L. J. (ch.) 437; 58 L. T. 305 . . .660 Frank Mills Mining Co., Re (1883), 23 Ch. D. 52 ; 52 L. J. (ch.) 457 ; 49 L. T. 193 ; 31 W. R. 440, C. A. ... 904, 1288, 1289 Frankenburg v. Great Horseless Carriage Co., [1900] 1 Q. B. 504 ; 69 L. J. (Q. B.) 147 ; 81 L. T. 684 ; 7 Mans. 347, C. A. . . 283 Franks, Re, Ex parte Gittins, [1892] 1 Q. B. 646 ; 66 L. T. 30 ; 40 W. R. 384; 9 Morr. 90 1179 Frasor v. Byas (1895), 13 R. 452 222 V. Cooper, Hall & Co. (1882), 21 Ch. D. 718 ; 51 L. J. (ch.) 575 ; 46 L. T. 371 ; 30 W. R. 654 649 U.Murdoch (1882), 6 App. Cas. 855 ; 45 L. T. 417 ; 30 W. R. 162 1260 V. Province of Brescia Steam Tramways Co. (1887), 56 L. T. 771 1143 ___v. Whalley (1864), 2H. &M. 10; 11 L. T. 175 . . .409 Fraser's Case, Re Pen 'Allt Silver Lead Mining Co. (1873), 42 L. J. (ch.) 358 ; 28 L. T. 158 ; 21 W. R. 642 1243 Fraser (D. andD. H.), Ltd., i2e (1903), 19T. L.'R. 364 . . . 799 Fraser and Chalmers, Re, [1914] 2 Ch. 114; 88 L. J. (ch.) 343; 121 L. T. 232 ; 63 Sol. Jo. 590 ; 35 T. L. R. 484 . . . 375, 1407 Free (Thomas) and Son ^1911), 56 Sol. Jo. 175 . . . 1029, 1146 Free Fisherman of Faversham (Company of Fraternity), Re (1888), 36 Ch. D. 329 ; 57 L. J. (ch.) 187 ; 57 L. T. 577, C. A. . 902, 981 Freehold and General Investment Co., Re GrSfen's Case. See Green's Case, Re Freehold and General Investment Co. Freehold Land and Brickmaking Co., Re, Re Massey. See Massey, Re, Re Freehold Land and Brickmaking Co. Freeman v. General Publishing Co., [1894] 2 Q. B. 380 ; 63 L. J. (q. b.) 678; 70 L. T. 845; 42 W. R. 539; 10 R. 366; 1 Mans. 360 . 1421 V. Read (1863), 4 B. & S. 174 ; 32 L. J. (m. c.) 226 ; 8 L. T. 458 ; 10 Jur. (n. s.) 149 ; 11 W. R. 802 448 Freen & Co., Re, Ex parte Elliot. See Elliot, Ex parte. Re Freen &Co. French, Ex parte. Re French (1890), 24 Q. B. D. 63 ; 62 L. T. 93 ; 38 W. R. 52 925 Frickor's Case, Re Bank of Hindustan, China, and Japan (1871), L. R. 13 Eq. 178 ; 41 L. J. (ch.) 278 1177 Friendly Protestant Partnership Loan Fund, Re [1895] 1 Ir. 1 903, 932, 1417 Fritz V. Hobson (1880), 14 Ch. D. 542 ; 49 L. J. (ch.) 735 ; 42 L. T. 677; 28W. R. 722 719 ex Table of Cases PAGE Fromm's Extract Co., Re (1901), 17 T. L. R. 302, C. A. . . 918, 946 Frost (S.) & Co., Re, [1899] 2 Ch. 207 ; 68 L. J. (ch.) 544 ; 80 L. T. 849 ; 48 W. R. 39 ; 15 T, L. R. 390, C. A 318 Fruit aDcl Vegetable Growers' Association v. Kekewich, [1912] 2 Ch. 52; 81 L. J. (CH.) 499 ; 106 L. T. 1007 ; 19 Manson, 206 ; 56 Sol. Jo. 502; 28 T. L. R. 411 453 Fry V. Smellie, [1912] 3 K. B. 282; 81 L. J. (k. b.) 1003; 106 L. T. 404, C. A 341 Fryer v. Ewart, [1902] A, C. 187 ; 71 L. J. (ch.) 483 ; 86 L. T. 242 ; 18 T. L. R. 426 ; 9 Mans. 281 961,1449 Fuller V. Glyn, Mills, Currie & Co., [1 914] 2 K. B. 168 ; 83 L. J. (k. b.) 764; 110 L. T. 318; 19 Com. Cas. 186; 58 Sol. Jo. 235; 30 T. L. R. 162 341 Fuller V. McMahon, Re McMahon. See McMahon, Re, Fuller v. McMahon. V. White Feather Reward Co., [1906] 1 Ch. 823 ; 75 L. J. (ch.) 393 ; 95 L. T. 404 ; 22 T. L. R. 400 ; 13 Mans. 136 . 89, 1440 Furdonjee's Case, Re East India Cotton Agency (1877), 3 Ch. D. 264 ; 35 L. T. 53 1271 Fumess, Withy & Co. v. Pickering, [1908] 2 Ch. 224 ; 77 L. J. (ch.) 615 ; 99 L. T. 142 ; 52 Sol. Jo. 551 411 Furriers' AUiance, Ltd., Re (1906), 51 Sol. Jo. 172 . . . . 918 Fyfe's Case, Re Joint Stock Co. (1869), 4 Ch. App. 768; 38 L. J. (ch.) 725 ; 21 L. T. 151 ; 17 W. R. 978 . . . 237, 1274, 1276 G. Galbraith v. Grimshaw and Baxter, [1910] 1 K. B. 339 ; 79 L. J. (K. B.) 369 ; 102 L. T. 113 ; 17 Mans. 86 ; affirmed [1910] A. C. 508 ; 79 L. J. (k. b.) 1011 ; 103 L. T. 294 ; 54 Sol. Jo. 634 ; 17 Mans. 183 1023, 1349 Gallagher's Case (1882), 46 L. T. 54 ; 30 W. R. 378 . . .312 Gallard, Re, Ex parte Gallard, [1896] 1 Q. B. 68 ; 65 L. J. (q. b.) 199 ; 73 L. T. 457 ; 44 W. R. 121 ; 2 Mans. 515, C. A. . 1071, 1073, 1169 Gallard, Re, Ex parte Gallard, [1897] 2 Q. B. 8 ; 66 L. J. (q. b.) 484 ; 76 L. T. 327 ; 45 W. R. 556 ; 4 Mans. 52 . . . .1071 Galloway v. Halle Concert Society, [1915] 2 Ch. 233; 84 L. J. (ch.) 723; 59 Sol. Jo. 613; 31 T. L. R. 469 312 Galloway v. Schill, Seobohm & Co., [1912] 2 K. B. 354; 81 L. J. (K. B.) 852; 106 L. T. 875; 76 J. P. 298; 19 Manson, 199; 28 T. L. R. 400 296 Galvin, Re, [1897] 1 Ir. 520 1363 Galway and Salthills Tramways Co., Re, [1918] 1 I. R. 62 . . 941 Gandy (1912), 50 S. L. R. 3; [1912] 2 S. L. T. 276 . . . .944 Gandy v. Gandy (1885), 30 Ch. D. 57 ; 54 L. J. (ch.) 1154 ; 53 L. T. 306 ; 33 W. R. 803 563 Garden City Laundry, i?e (1908), 00154 886 Garden Gully, etc. Co. v. McLister (1875), 1 App. Cas. 39 ; 33 L. T. 408 ; 24 W. R. 744 310, 325, 326, 432 Gardner v. Iredale, [1912] 1 Ch. 700; 81 L. J. (ch.) 531 ; 106 L. T. 860; 19 Manson, 245 315,451,452 Table of Cases cxi Gardner v. London, Chatham and Dover Railway Co. (No. 1), (18G7) 2 Ch. App. 201 ; 36 L. J. (CH.) 323 ; 15L. T. 552; 15W. R.324 662 Garnett and Mosley Gold Mining Co. v. Sutton (1862), 3 B. & S. 321 ; 32 L. J. (Q. B.)47; 7 L. T. 506; 9Jur. (n.s.)542; 11 W. R. 167 1303 Gartness Iron Co., Re, Ex parte Elphinstone (Lord) (1870), L. R. 10 Eq. 412 ; 39 L. J. (cH.) 884 ; 23 L. T. 389 ; 18 W. R. 1103 . 1377 Garton v. Southampton (1893), 57 J. P. 328 462 Gartside v. Silkstone and Dodsworth Coal and Iron Co. (1882), 21 Ch. D. 762 ; 51 L. J. (ch.) 828 ; 47 L. T. 76 ; 31 W. R. 36 532, 548 Gartsides v. Inland Revenue Commissioners (1900), 82 L. T. 686 ; 16 T. L. R. 378 565, 572 Gaskell v. Goshng, [1896] 1 Q. B. 669 557 Gashght Improvement Co. v. Terrell (1870), L. R. 10 Eq. 168 ; 39 L. J. (CH.) 725 ; 23 L. T. 386 1227, 1228 Gatling Gun Co., Ltd., Re (1890), 43 Ch. D. 628 ; 59 L. J. (ch.) 279 740, 743 1307 1389 660 G. E. B., Re, [1903] 2 K. B. 340 ; 72 L. J. (k. b.) 712 ; 89 L. T. 245 51 W. R. 675 ; 10 Mans. 243, C. A. . . 1303, 1304 Gedney, Re, Smith v. Grummit, [1908] 1 Ch. 804 ; 77 L. J. (ch.) 428 98 L. T. 797 ; 15 Mans. 97 Gee V. Bell (1887), 35 Ch. D. 160 ; 56 L. J. (ch.) 718 ; 56 L. T. 305 35 W. R. 805 Geiger, Re, [1915] 1 K. B. 439; 84 L. J. (k. b.) 589; 112 L. T. 562 [1915] H. B. R. 44; 59 Sol. Jo. 250, C. A 1169 Geipel v. Peach, [1917] 2 Ch. 108; 86 L. J. (ch.) 745; 117 L. T. 84 . 284, 293 Geisse v. Taylor, [1905] 2 K. B. 658 ; 74 L. J. (k. b.) 912 ; 93 L. T. 534; 54 W. R. 215; 12 Mans. 400 .... 536,1023 Gelly Deg Colliery Co., Re (1878), 38 L. T. 440 . . . . 105 General Accident Assurance Corporation, Re, [1904] 1 Ch. 147 ; 73 L. J. (ch.) 84 ; 89 L. T. 699 ; 52 W. R. 332 . . . 560, 1120 General Auction Estate and Monetary Co. v. Smith, [1891] 3 Ch. 432 ; 60 L. J. (ch.) 723 ; 65 L. T. 188 ; 40 W. R. 106 . 82, 523 General Bank for Promotion of Agricultiu-al and Public Works (1869), 38 L. J. (ch.) 168 ; 17 W. R. 304 761 General Company for Promotion of Land Credit, Re (1870), 5 Ch. App. 363 ; 39 L. J. (ch.) 737 ; 22 L. T. 454 ; 18 W. R. 505 ; affirmed sub nom. Reuss (Princess) v. Bos (1871), L. R. 5 H. L, 176 ; 40 L. J. (CH.) 655 ; 24 L. T. 641 .... 13, 910, 980 General Credit Co., Re, W. N. (1891) 153 799 v. Glegg(1883), 22Ch. D. 549; 52 L. J. (cH.) 297 ; 48 L. T. 182 ; 31 W. R. 421 221 General Estates Co., Re, Ex parte. City Bank. See City Bank, Ex parte. Re General Estates Co. Re Hastie's Case. See Hastie's Case, Re General Estates Co. General Exchange Bank (unreported) ...... 1454 Re (1867), L. R. 4Eq. 138 ; 16 L. T. 338 997, 1306 Re (1866), 14 L. T. 582 ; 14 W. R. 826 912, 950 Re, Re Lewis (1871), 6 Ch. App. 818; 40 L. J. (CH.) 429 ; 24 L. T. 787 ; 19 W. R. 791 . . . . . . . 323 V. Horner (1870), L. R. 9 Eq. 480 ; 39 L. J. (en.) 393; 22 L. T. 693; 18 W. R. 414 401 General Finance Co., In re (1889), 23 L. R. Ir. 173 ... 96 cxii Table of Cases PAGE General Financial Bank, Re (1879), 20 Ch. D. 276 ; 51 L. J. (CH.) 490; 30 W. R. 417, C, A 996 General Floating Dock Co., Re, Hughes' Case. See Hughes' Case, Re General Floating Dock Co. General Industrials Development Syndicate, Ltd., Re, [1907] W. N. 23 776 General International Agency Co., Ltd., Re (1865), 36 Beav. 1 ; 34 L. J. (CH.) 337 ; 11 L. T. 700 ; 13 W. R. 363 . 975 i?e (1867), 16 L. T. 725 ; 15 W. R. 973 . . . 1163 Re, Chapman's Case. See Chapman's Case, Re General International Agency Co. General Motor Cab Co., Re (1912), 56 Sol. Jo. 573 . . . . 551 General Motor Cab Co., Re, [1913] 1 Ch. 377; 81 L. J. (ch.) 505; 106 L. T. 709 ; 19 Manson, 272 ; 28 T. L. R. 352, C. A. . 835, 837, 838, 861, 864, 1440 General Mutual Investment Building Society, Re (1907), 00121 . 965 General Phosphate Co., Re, W. N. (1893) 142 ... 919, 988 General Phosphate Corporation, Re (No. 2), [1895] 1 Ch. 3 ; 64 L. J. (CH.)195; 71L.T. 619; 43W.R. 34; 1 Mans. 512; 12R. 39, C.A. 1055 General Property Investment Co. v. Matheson's Trustees (1888), 16 Rettie, 282; 26 S. L. R. 185 . . . . 96, 326, 1245, 1269 General Railway Syndicate, Re, Whiteley's Case. See Whiteley's Case, Re General Railway Syndicate. General Reversionary Investment Co. v. General Reversionary Co. (1888), 1 Meg. 65 60 General Rolling Stock Co., Re (1865), 34 Beav. 314; 12 L. T. 9 ; 13 W. R. 423 . . . 980, 1450, 1452 Re, Chapman's Case. See Chapman's Case, Re General Rolling Stock Co. - — Re, Joint Stock Discounts Co.'s Claim (1872), 7 Ch. 646; 41 L. J. (ch.) 732 ; 27L.T. 88; 20 W. R. 762 1382 General Service Co-operative Stores, Re, [1891] 1 Ch. 496 ; 60 L. J. (CH.) 586; 64 L. T. 272, C. A. . . . 1027, 1421 ■ , Re (1891), 64 L. T. 228 . . 1034 General Share and Trust Co. v. Wetley Brick and Pottery Co. (1882), 20 Ch. D. 260 ; 30 W. R. 445, C. A 1028 General South American Co., Re (1876), 2 Ch. D. 337 ; 34 L. T. 706 ; 24 W. R. 891, C. A. . . . 646 Re, Ex parte Yglesias (1875), 10 Ch. App. 635 ; 45 L. J. (bcy.) 54 ; 33 L. T. 112 ; 23 W. R. 843 . . 1374 General Works Co., Re GUI's Case. See GUI's Case, Re General Works Co. Gerhard v. Bates (1858), 2 E. & B. 476 ; 1 C. L. R. 868 ; 22 L. J. (Q. B.) 364 ; 17 Jur. 1097 ; 1 W. R. 383 278 Gorman Date Coffee Co., Re (1882), 20 Ch. D. 169 ; 51 L. J. (ch.) 564 ; 46 L. T. 327 ; 30 W. R. 717, C. A. . . . 68,915,917 German Mining Co., Re, Ex parte Chippendale (1853), 4 De G. M. & G. 19 ; 18 Jur. 710 ; 2 W. R. 543, C. A 83, 1383 Gerson v. Simpson, [1903] 2 K. B. 197 ; 72 L. J. (k. b.) 603 ; 89 L. T. 117 ; 51 W. R. 610 ; 19 T. L. R. 544 ; 10 Mans. 382, C. A. . 283 Gibbs V. British Fuller's Earth Co., Re British FuUer's Earth Co. See British Fuller's Earth Co., Re, Gibbs v. British FwU^r's E^rtb Co. Table of Gases cxiii Gibbs and Sons v. Society Industrielle et Commerciale dos Metaux (1890), 25 Q. B. D. 399 ; 59 L. J. (Q. b.) 510 ; 63 L. T. 503, C. A. 836 Gibbs' and West's Case, Re International Life Assiirance Society. See International Life Assurance Society, Re, Gibbs' and West's Case. Giblin v. McMullen (1869), L. R. 2 P. C. 317 ; 38 L. J. (p. c.) 25 ; 5 Moore (p. c.) (n. s.) 434 ; 21 L. T. 214 ; 17 W. R. 445 -. . 399 Gibson, Ex parte. Re Smith, Knight & Co. (1869), 4 Ch. App. 662 ; 38 L. J. (CH.) 673 ; 17 W. R. 833 870 V. Barton (1875), L. R. 10 Q. B. 329 ; 44 L. J. (m. c.) 81 ; 32 L. T. 396 ; 23 W. R. 858 298, 432 Gibson's Case (1858), 2 De G. & J. 275 ; 4 Jur. (n. s.) 1005 ; 6 W. R. 384 272 Gilhevt, Ex parte {1886), 3 Mot. 223 1181 Gilbert's Case, Re National Provincial Marine Insurance Co. (1870), 5 Ch. App. 559 ; 18 W. R. 938 .... 409, 1268, 1269 Gill V. Arizona Copper Co. (1900), 2 Fraser, 843; 37 S. L. R. 602; 7 S. L. T. 439 90, 379 V. Continental Gas Co. (1872), L. R. 7 Ex. 332 ; 41 L. J. (ex.) 176; 27 L. T. 428; 21 W. R. Ill 344 Gill's Case, Re General Works Co. (1879), 12 Ch. D. 755 ; 48 L. J. (CH.) 774; 41 L. T. 21 ; 27 W. R. 934 1303 Gillespie, Re, Ex parte Reid (1885), 14 Q. B. D. 963 ; 54 L. J. (q. b.) 342 ; 52 L. T. 692 ; 33 W. R. 707 ; 2 Morr. 100 . . 1386 Re, Ex parte Robarts (1887), 18 Q. B. D. 286; 56 L. J. (Q. B.) 74 ; 56 L. T. 599 ; 35 W. R. 128, C. A. . . 1376 V. City of Glasgow Bank (1879), 4 App. Cas. 632 . 1258, 1261 Gillies u. D9,wson (1893), 20 Rettie, 1119 838 Gilhgan v. National Bank, [1902] 2 Ir. 513 222 Gilman v. Gulcher Electric Light Corporation (1886), 3 T. L. R. 133, C. A 437 Gilman's Case, Re Crooke's Mining Co.* (1886), 31 Ch. D. 420; 55 L. J. (CH.) 509 ; 54 L. T. 205 ; 34 W. R. 362 . . . . 1242 Gittins, Ex parte. Re Franks. See Franks, Re, Ex parte Gittins. Glamorganshire Banking Co., Re Morgan's Case. See Morgan's Case, Re Glamorganshire Banking Co. Glasdir Copper Mines, Ltd., Re, English Electro-Metallurgical Co., Ltd. V. Glasdir Copper Mines, Ltd., [1906] 1 Ch. 365 ; 75 L. J. (ch.) 109 ; 94 L. T. 8 ; 22 T. L. R. 101 ; 13 Mans. 41, C. A. . . 674 Glasgow Assurance Corporation v. Welsh Insurance Corporation, [1914] S. C. 320; 51 S. L. R. 271; [1914] 1 S. L. T. 139 . . 28 Glasgow Pavilion v. Motherwell (1903), 6 Fraser, 116 ; 41 S. L. R. 73 ; 11 S. L. T. 409 204, 266 Glasgow Tramway and Omnibus Co. v. Glasgow Magistrates (1891), ISRettie, 675; 28 S. L. R. 467 803 Glasier v. Rolls (1889), 42 Ch. D, 436 ; 58 L. J. (cH.) 820 ; 38 W. R. 113, C. A 279 Glegg V.Bromley, [1912] 3 K. B. 474; 81 L. J. (K. B.) 1081; 106 L. T. 825, C. A 525 Glendower Steamship Co., Re, W. N. (1899) 114 . . . . 955 Glonister (Frederic C.) & Co. (1912) (um-oported) . . . .995 Globe New Patent Iron and Steel Co., Re (1875), L. R. 20 Eq. 337 ; 44 L. J. (CH.) 580; 23 W. R. 823 913 — . Re (1878), 48 L. J. (cH.) 295; 40 U T, 580 ; 37 W. J^. 484 , , , , , , G47, 648 cxiv Table of Cases PAGE Globe Trast, Re (1915), 84 L. J. (ch.) 903; 113 L. T. 80: 59 Sol. Jo. 529; 31 T. L. R. 280 980,983 Globe Trust, Re, [1916] W. N. 100 1393 Glory Paper Mills, Re, Dunster's Case. See Dunster's Case, Re Glory Paper Mills. Glossop V. Glossop, [1907] 2 Ch. 370 ; 76 L. J. (ch.) 610 ; 97 L. T. 372 ; 14 Mans. 246 422, 433 Gloucester Municipal Election Petition, Re, [1901] 1 K. B. 683 ; 70 L. J. (K. B.) 459 ; 84 L. T. 354 ; 65 J. P. 391 ; 49 W. R. 345 ; 17 T. L. R. 325 434 Glover v. Giles (1881), 18 Ch. D. 173 ; 50 L. J. (ch.) 568 ; 45 L. T. 344 ; 29 W. R. 603 16 Gluckstein v. Barnes, [1900] A. C. 240 ; 69 L. J. (ch.) 385 ; 82 L. T. 393 ; 16 T. L. R. 321 ; 7 Mans. 321 . 184, 186, 188, 404, 1200 Glyn, Ex parte (1840), 1 M. & D. 25 1354 Godson's Claim. See Law Guarantee Trust and Accident Society, Re Godson's Claim. Goerz & Co. v. Bell, [1904] 2 K. B. 136 ; 73 L. J. (k. b.) 448 ; 90 L. T. 675 ; 53 W. R. 64 ; 20 T. L. R. 348 . . . . 352 Gold Co., Re (1879), 11 Ch. D. 701 ; 48 L. J. (ch.) 281 ; 40 L. T. 5 ; 27 W. R. 341, C. A. . . , 462, 467, 1449, 1451, 1452 Re (1879), 12 Ch. D. 77; 48 L. J. (ch.) 650; 40 L. T. 865 ; 27 W. R. 757, C. A. . . 1176, 1177, 1179, 1181, 1183 Gold Coast Finance Syndicate, Re, [1904] W. N. 73 . . 1070, 1134 Gold Hills Mines, Re (1883), 23 Ch. D. 210 ; 49 L. T. 66 ; 31 W. R. 853, C. A 943, 949, 955 Gold Reefs of Western Australia v. Dawson, [1897] 1 Ch. 115; 66 L. J. (CH.) 147 ; 75 L. T. 575 ; 45 W. R. 285 . . . . 473 Goldburg, Re (No. 2), Ex 'parte Page, [1912] 1 K. B. 606 . . 556 Re, Ex parte Silverstone, [1912] 1 K. B. 384 ; 81 L. J. (k. b.) 382 ; 105 L. T. 959 191 Goldfields of Venezuela, unreported, but referred to, [1904] 2 K. B. 852 606 Goldrei, Forecard and Son v. Sinclair, [1918] 1 K. B. 180; 87 L. J. (k. B.) 261; 118L. T. 147; 34T. L. R. 74, C. A. . . .268 Goldsmid, Re, Ex parte Taylor. See Taylor, Ex parte. Re Goldsmid. Goldsmith's Co. v. West Metropolitan Railway Co., [1904] 1 K. B. 1 ; 72 L. J. (K. B.) 931 ; 89 L. T. 428 ; 68 J. P. 41 ; 52 W. R. 21 ; 20 T. L. R. 7, C. A 448, 462 Goldstone v. Williams, Deacon & Co., [1899] 1 Ch. 47 ; 68 L. J. (ch.) 24 ; 79 L. T. 373 ; 47 W. R. 91 1184 Gonville's Trustee v. Patent Caramel Co., Ltd., [1912] 1 K. B. 599 ; 81 L. J. (k. b.) 291 ; 105 L. T. 831 191 Gooch V. London Banking Co. (1886), 32 Ch. D. 41, C. A. . 1127, 1377 Gooch's Case, Re Contract Corporation (1871), 7 Ch. App. 207; 41 L. J. (ch.) 338 ; 26 L. T. 177 ; 20 W. R. 345 . 1148, 1200, 1201 Re Contract Corporation (1872), 8 Ch. App. 266; 42 L. J. (ch.) 381 ; 28 L. T. 148 ; 21 W. R. 181 . . . 1265, 1278 Good, Ex parte. Re Lee (1880), 14 Ch. D. 82 ; 49 L. J. (bcy.) 49 ; 42 L. T. 450 ; 28 W. R. 553, C. A I353 Goodfellow V. Nelson Line (Liverpool), [1912] 2 Ch. 324; 81 L. J. (ch.) 564; 107 L. T. 344; 19 Manson, 265; 28 T. L. R. 461 . 558 Goodson's Claim, Re Financial Corporation. See Financial Corpora- tion, Re, Goodson's Claim. Table op Cases cxv PAGE Goodwin v. Robarts (1875), L. R. 10 Ex. 337 ; (1876), 1 App. Cas. 476 ; 45 L. J. (ex.) 748 ; 35 L. T. 179 ; 24 W. R. 987 . 349, 545, 546 GordUlo V. Weguelin (1877), 5 Ch. D. 287 ; 46 L. J. (en.) 691 ; 36 L. T. 206 ; 25 W. R. 620, C. A 552, 617 Gordon, Re, Ex parte Navalchand. See Navalchand, Ex parte. Re Gordon. V. Street, [1899] 2 Q. B. 641 ; 69 L. J. (q. b.) 45 ; 81 L. T. 237 ; 48 W. R. 158 ; 15 T. L. R. 445, C. A 1261 Gordon's Case (1850), 3 De G. & Sm. 249 1262 Gorringe v. Irwell India Rubber and Gntta Percha Works (1886), 34 Ch. D. 128 ; 56 L. J. (ch.) 85 ; 55 L. T. 572 ; 35 W. R. 86, C. A. 1224 Gorrissen's Case, Re Monarch Insurance Co. (1873), 8 Ch. App. 507 ; 42L. J. (ch.) 507; 28L. T. 611 ; 21 W. R. 536 . 211,248,1251 GosUng V. Gaskell, [1897] A. C. 575 ; 66 L. J. (q. b.) 848 ; 77 L. T. 314 556, 557 V. Vely (1853), 4 H. L. C. 679 ; 1 C. L. R. 950 ; 17 Jur. 939 462 Gothenberg Commercial Co., Re (1881), 44 L. T. 166 ; 29 W. R. 358, C. A 1374 Gouraud v. Edison Gower Bell Telephone Co. (1888), 57 L. J. (ch.) 498 364 Gourlay, Re, Ex parte Abbott. See Abbott, Ex parte. Re Gourlay. Gouthwaite, Ex parte (1851), 3 Mac. & G. 187 ; 20 L. J. (ch.) 188 ; 15 Jur. 137 1256 Gover's Case, Re Coal Economising Gas Co. (1875), 1 Ch. D. 182 ; 45 L. J. (CH.) 83 ; 33 L. T. 619 ; 24 W. R. 125, C. A. . . 186, 253, 273 Government Security Fire Insurance Co., Re Mudford's Claim. See Mudford's Claim, Re Government Security Fire Insurance Co. Re White's Case. See White's Case, Re Government Security Fire Insurance Co. Government Security Investment Co. v. Dempsey (1888), 50 L. J. (Q. B.) 199 1302 Government Stock Investment Co., Ltd., Re (No. 1), [1891] 1 Ch. 649 ; 60 L. J. (cH.) 477; 64 L. T. 339 ; 39 W. R. 375 799, 801, 805 Re (No. 2), [1892] 1 Ch. 597 ; 61 L. J. (ch.) 381 ; 66 L. T. 608 ; 40 W. R. 387 . . 799, 801, 802, 807, 828 Government Stock and other Securities Investment Co. v. Manila Rail. Co., [1895] 2 Ch. 551 ; [1897] A. C. 81 ; 66 L. J. (ch.) 102 ; 75 L. T. 553 ; 45 W. R. 353 . . . . 533, 534 Gowans V. Dimdee Steam Navigation Co. (1904), 6 Fraser, 613; 41 S. L. R. 445; 11 S. L. T. 819 235 Gower v. Couldridge, [1898] 1 Q. B. 348 ; 67 L. J. (q. b.) 254 ; 77 L. T. 707 ; 46 W. R. 214 ; 14 T. L. R. 165, C. A. . . . 283 Gower's Case, Re London and Provincial Starch Co. (1868), L. R. 6 Eq. 77 ; 18 L. T. 283 ; 16 W. R. 751 325 Goy & Co., Ltd., Re, Farmer v. Goy & Co., Ltd., [1900] 2 Ch. 149 ; 69 L. J. (ch.) 481 ; 83 L. T. 309 ; 48 W. R. 425 ; 16 T. L. R. 310 543, 545, 719, 1385 Graafo v. Automatic Machines (Haydon and Urry's Patents), Ltd., cxvi Table of Cases I PAGE Ec Automatic Machines (Haydon and Urry's Patents), Ltd. See Automatic Macliines (Haydon and Urry's Patents), Ltd., Re, Graafe v. Automatic Machines (Haydon and Urry's Patents), Ltd. Graham, Ex parte. Re Blackburn and District Benefit Building Society. See Blackburn and District Benefit Building Society, Re, Ex parte Graham. Re Graham v. Noakes, [1895] 1 Ch. 66 ; 64 L. J. (CH.) 98 ; 71 L. T. 623 ; 43 W. R. 103 ; 13 R. 81 . . . 666 V. Cadogan and Hans Place Estate, Ltd. (No. 2), Re Cadogan and Hans Place Estate, Ltd. (No. 2). See Cadogan and Hans Place Estate, Ltd. (No. 2), Re .Graham v. Cadogan and Hans Place Estate, Ltd. (No. 2). V. Carshalton Park Estate, Ltd. See Carshalton Park Estate, Ltd., Re. V. Edge (1888), 20 Q. B. D. 683 ; 57 L. J. (q. b.) 406 ; 58 L. T. 913 ; 36 W. R. 529, C. A 1025, 1138, 1142 V. O'Connor (1895), 73 L. T. 712 346 V. Van Dieman's Land (1856), 1 H. & N. 541 ; 26 L. J. (EX.) 73 ; 2 Jur. (n. s.) 1191 ; 5 W. R. 149 . . . . 327 Gramophone and Typewriter, Ltd. v. Stanley, [1?)08] 2 K. B. 89 ; 77 L. J. (K. b.) 834 ; 99 L. T. 39 ; 24 T. L. R. 480 ; 15 Mans. 251, C. A 352, 421, 427 Grand Canal Boatmen and Workmen's Benefit Society Fimds, Re, [1914] 1 L R. 142 1410 Grand Maison d'Automobiles, Ltd. (1911) (unreported). . . . 651 Grand Trunk, &e. Railway (Official jManager) v. Brodie (1853), 3 De G. M. & G. 146 ; 22 L. J. (ch.) 514 ; 17 Jiu-. 309 . . . 1143 Grant v. Grant and Sons (1916), 50 I. L. T. 189 . . . 421, 454 Grant v. United Kingdom Switchback Railways Co. (1888), 40 Ch. D. 135 ; 58 L. J. (ch.) 211 ; 60 L. T. 525 ; 37 W. R. 312 ; 1 Meg. 117, C. A 410, 426, 457 Gray v. Lewis (1873), 8 Ch. App. 1035 ; 29 L. T. 199 ; 21 W. R. 928 417, 1383 V. Raper (1866), L. R. 1 C. P. 694 ; 14 W. R. 780 . . . 1027 V. Seckham (1872), 7 Ch. App. 680 ; 27 L. T. 290 ; 20 W. R. 920 1351 V. Stone (1893), 69 L. T. 282 ; 3 R. 692 . . . 325, 344 Gray's Case, Re West Hartlepool Iron Co. (1876), 1 Ch. D. 664 ; 45 L. J. (CH.) 342 ; 34 L. T. 164 ; 24 W. R. 508 . . . 1246, 1264 Gray's Trustees v. Benliar Coal Co. (1881), 9 Rettie, 225 . .1021 Great Australian Gold Mining Co., Re, Ex parte Appleyard. See Appleyard, Ex parte. Re Great Australian Gold Mining Co. Great Berlin Steamboat Co., Re (1885), 26 Ch. D. 616 ; 54 L. J. (ch.) 68 ; 51 L. T. 445, C. A 1383 Great Britain 100 Al Steamship Insurance Association v. Wyllie (1889), 22 Q. B. D. 710 ; 58 L. J. (q. b.) 614 ; 60 L. T. 916 ; 37 W. R. 407 ; 6 Asp. M. L. C. 398, C. A Ill Great Britain Mutual Life Assurance Society, Re (1880), 16 Ch. D. 246 ; 51 L. J. (CH.) 10 ; 43 L. T. 684; 29 W. R. 202, C. A. . 905, 907, 990, 991 Qreat J3rit^in]VIutual I^ile As^urance Societ^y, i?e (188g), 19 Ch, O 39 ; Table of Cases cxvii PAGE (1882), 20 Ch. D. 351; 51 L. J. (CH.) 506; 46 L. T. 73; 30 W. R. 374, C. A 990, 991 Great Cobar, Re, [1915] 1 Ch. 682 ; 84 L. J. (ch.) 468 ; 113 L. T. 226 ; [1915] H. B. R. 79 670 Great Cwymsymtoy Silver Lead Co., Re (1868), 17 L. T. 463 . . 966 Great Eastern Railway v. Turner (1872), 8 Ch. D. 149 ; 42 L. J. (ch.) 83 ; 27 L. T. 697 ; 21 W. R. 163 67, 398 Great Kruger Gold Mining Co., Re, Ex parte Barnard, [1892] 3 Ch. 307 ; 62 L. J. (ch.) 22 ; 67 L. T. 770 ; 40 W. R. 625 ; 2 R. 11, C. A 1055, 1190 Great Luxemburg Railway v. Magnay (Sir WilUam) (1858), 25 Beav. 587; 4 Jut. (n. s.) 839; 6 W. R. 711 404 Great North- West Central Rail Co. v. Charlebois, [1899] A. C. 114; 68 L. J. (p. c.) 25 ; 79 L. T. 35 67, 84 Great Northern and Midland Coal Co., Re, Currie's Case. See Carrie's Case, Re Great Northern and Midland Coal Co. Great Northern Copper Mining Co. of South Australia, Re (1869), 20 L. T. 264 ; 17 W. R. 462 913 Great Northern Railway Co. v. Tahourdin (1884), 13 Q. B. D. 320; 53 L. J. (Q. B.) 69; 50 L. T. 320, 186; 32 W. R. 559, C. A. 901 Great Northern Salt and Chemical Works, Re, Ex parte Kennedy. See Kennedy, Ex parte. Re Great Northern Salt and Chemical Works. Great Oceanic Telegraph Co., Re Harward's Case. See Harward's Case, Re Great Oceanic Telegraph Co. Great Ship Co., Re, Parry's Case (1863), 4 Do G. J. & S. 63 ; 3 New Rep. 181 ; 33 L. J. (CH.) 245 ; 9 L. T. 432 ; 10 Jur. (n. s.) 3 ; 12 W. R. 139, C. A 1022 Great Western (Forest of Dean) Coal Consumers' Co. Re (1882), 21 Ch. D. 769; 51 (L. J. (CH.) 743; 46L. T. 875; 30W.R. 885 . 942, 885 — Re, Carter's Case. See Carter's Case, Re Great Western (For- est of Dean) Coal Con- sumers' Co. » ■ Re, Carter and Crawshay's Cases (1885), 54 L. J. (cH.) 506 ; 33 W. R. 444 . 1184 Groat Western Steamship Co., Re, (1887), 56 L. J. (cH.) 3 ; 35 W. R. 154 770 Great Wheal Busy Mining Co., Re King's Case. See King's Case, Re Groat Wheal Busy Mining Co. Great Wheal Polgooth Co., In re (1883), 53 L. J. (cH.) 42 ; 49 L. T. 20 ; 47 J. P. 710 ; 32 W. R. 107 . . . . 183, 1194, 1195 Green, j5x T^arie (1849), 13 Jur. 275 1306 Ex parte. Re Laurie. See Laurie, Re, Ex parte Green. Be, [1904] W. N. 105 1354 -v. Bank of England (1840), 3 Y. & C. Ex. 722 . . . 1203 cxviii Table of Cases FAGE Green's Case, Re Freehold and General Investment Co. (1874), L. R. 18 Eq. 428; 43 L. J. (CH.) 629; 30 L. T. 672; 22 W. R. 791 417 Green McAUan and Feilden, Re, W. N. (1891), 127 . . . . 977 Greening & Co., Re Marsh's Case. See Marsh's Case, Re Greening &Co. GreenweU v. Porter, [1902] 1 Ch. 530 ; 71 L. J. (cH.) 243 ; 86 L. T. 220 ; 9 Mans. 85 363 Greenwood, Ex parte. Re Liverpool Civil Service Association. See Liverpool Civil Service Association, Re, Ex parte Greenwood. V. Algesiras (Gibraltar) Railway Co., [1894] 2 Ch. 205 ; 63 L. J. (CH.) 670 ; 71 L. T. 133 ; 7 R. 620 ; 1 Mans. 455, C. A 674 V. Leather Shod Wheel Co. (1898), 14 T. L. R. 241 . 950 V. [1900] 1 Ch. 421 ; 69 L. J. (CH.) 131 ; 81 L. T. 595 ; 16 T. L. R. 117, C. A. . . . 253 Greenwood's Case (1854), 3 De G. M. & G. 459 ; 23 L. J. (cH.) 966 ; 18 Jur. 387 ; 2 W. R. 322 1282, 1299 Greenwood & Co., Re, [1900] 2 Q. B. 306 ; 69 L. J. (q. b.) 751 ; 82 L. T. 843 ; 48 W. R. 607 1450 Gregory v. Mighell (1811), 18 Ves. 328 192 V. Patchett (1864), 33 Beav. 595; 11 L. T. 357; 10 Jiu^. (N. s.) 1118; 13 W. R. 34 101,102 V. WilUams (1817), 3 Mer. 582 189 Gregory, Love & Co., Re, [1916] 1 Ch. 203; 85 L. J. (oh.) 281; 114 L. T. 395 ; [1916] H. B. R. 42 ; 60 Sol. Jo. 221 ; 32 T. L. R. 210 527, 539, 620, 626, 653, 701, 713, 714 Gregson, Re, [1893] 3 Ch. 233 ; 62 L. J. (ch.) 764 ; 69 L. T. 73 ; 41 W. R. 641 ; 2 R. 513, C. A 338 Gremer,i7a;porfe (1831), Mont. 264 . . .' . . . 1365 Gresham v. Bishop, [1902] A. C. 287 ; 71 L. J. (k. b.) 618 ; 86 L. T. 693 ; 66 J. P. 755 ; 50 W. R. 593 ; 18 T. L. R. 626 . . 301 Gresham Life Assurance Society, Re, Ex parte Penney. See Penney, Ex parte. Re Gresham Life Assurance Society. Grey's Brewery Co., Re (1883), 25 Ch. D. 400 ; 53 L. J. (ch.) 262 ; 50 L. T. 14 ; 32 W. R. 381 1180,1181,1183 Greymouth Point Elizabeth Railway and Coal Co., Ltd., Re, Yuill v. Greymouth Point Ehzabeth Railway and Coal Co., Ltd., [1904] 1 Ch. 32 ; 73 L. J. (cH.) 92 ; 11 Mans. 85 . . 430, 463, 460 Griffith V. Paget (No. 1) (1877), 5 Ch. D. 894 ; 46 L. J. (ch.) 493 ; 25 W. R. 523 377, 1441 ■ V. (No. 2) (1877), 6 Ch. D. 511 ; 46 L. J. (ch.) 493 ; 37 L. T. 141 ; 25 W. R. 821 1407, 1441 V. Pound (1890), 45 Ch. D. 553 ; 59 L. J. (ch.) 522 . 648, 649 Griffiths, Re, W. N. (1880) 159 1257 Griffiths Cycle Corporation, Re (1902), 85 L. T. 776 .. . 671 Grigson v. Taplin & Co. (1915), 85 L. J. (ch.) 75; 112 L. T. 985; [1915] H. B. R. 226; 59 Sol. Jo. 349 659 Grimwade, Ex parte. Re Tennent (1886), 17 Q. B. D. 357 ; 55 L. J. (Q. B.) 495 ; 3 Morr. 166, C. A 1314 V. B. P. S. S^Tidicate (1915), 31 T. L. R. 531 . 428, 430, 460 . V. Mutual Society (1881), 18 Ch. D. 530 ; 50 L. J. (ch.) 400 1145 Grindley v. Barker (1798), 1 Bos. & P. 229 . . . . 447, 462 Table of Cases cxix PAGE Grissell, Ex parte. Re Regent's Canal Ironworks. See Regent's Canal Ironworks, Re, Ex parte Grissell. V. Bristowe (1869), L. R. 4 C. P. 36; 38 L. J. (c. p.) 10; 19 L. T. 390 ; 17 W. R. 123 1260, 1276 Grissell's Case, Re Overend, Gurney & Co. (1866), 1 Ch. App. 528 ; 35 L. J. (CH.) 752 ; 14 L. T. 843 ; 12 Jur. (n. s.) 718 ; 14 W. R. 1015 1301,1302,1304,1384 Groom v. Rathbone (1880), 41 L. T. 591 1301 Grosvenor, &c. West-end Railway Terminus Hotel Co., Re (1897), 76 L. T. 337, C. A 478, 479 Grosvenor Bank and Discount Co. v. Boaler (1885), 49 J. P. 774 . 297, 298 Grosvenor House Property Acquisition and Investment Building Society, Re (1902), 71 L. J. (ch.) 748 ; 50 W. R. 680 . 880, 899 Grundy, i?e( 19 17), 117 L. T. 470 357 Grundy v. Briggs, [1910] 1 Ch. 444 ; 79 L. J. (ch.) 244 ; 101 L. T. 901 ; 54 Sol. Jo. 163 335, 343, 420 Guardian Assurance Co., In re, [1917] 1 Ch. 431; 86 L. J. (ch.) 214; 116 L. T. 193; [1917] H. B. R. 113; 01 Sol.. Jo. 232; 33 T. L. R. 169, C. A " . 94, 830, 834, 837, 838 Guardian Fire and Life Assurance v. Guardian and General Insurance (1881), 50 L. J. (CH.) 253 ; 43 L. T. 791 61 Guardian Permanent Building Society, Re (1883), 23 Ch. D. 440 ; 52 L. J. (CH.) 857 ; 48 L. T. 134 ; 32 W. R. 73 . . . . 531 Guillemin, Ex jjarte. Re Oriental Bank Corporation. See Oriental Bank Corporation, Re, Ex parte Guillemin. Guinness v. Land Corporation of Ireland (1882), 22 Ch. D. 349.; 52 L. J. (CH.) 177 ; 47 L. T. 517 ; 31 W. R. 341, C. A. 97, 99, 487 Gunn's Case, Re Universal Banking Corporation (1867), 3 Ch. App. 40 ; 37 L. J. (ch.) 40 ; 16 W. R. 97 . . . 245 , iJe West Hartlepool Iron Co. (1878), 38 L.T. 139 . . 1302 Gustard's Case, Re Evu-opean Central Rail. Co. (1869), L. R. 8 Eq. 438 ; 38 L. J. (CH.) 610 ; 21 L. T. 196 . . . . 247, 339, 1275 Gutierrez, Ex parte, Re Gutierrez (1879), 11 Ch. D. 298 ; 40 L. T. 355 ; 27 W. R. 497, C. A 1315 Gutta Percha Co. (1899), 15 T. L. R. 183 216 Gutta Percha Corporation, Re, [1900] 2 Ch. 665 ; 69 L. J. (ch.) 769 ; 83 L. T. 401 1451 Ltd., Re, Thornton v. Gutta Percha Cor- poration, Ltd., [1899] W. N. 251 . . . . , . 698 Guy V. Waterloo Brothers (1909), 25 T. L. R. 515 . . 329,346 Gwawr-y-Gwerther Industrial and Provident Society, Re, Dovey v. Morgan. See Dovey v. Morgan, Re Gwawr-y-Gwerther Indus- trial and Provident Society. Gwelo Matabeleland Co., [1901] 1 Ir. 38 . . . . 543, 545 H. H.'s Estate, Re (1876), 1 Ch. D. 276 ; 45 L. J. (cH.) 749 ; 24 W, R. 317 660 Haborshon's Case, Re Masons' Hall Tavern Co. (1868), L. R. 5 Eq. 280 398, 405, 440, 1227, 1306 Hacknoy (Borough) Newspaper Co., jBe, (1876), 3 Ch. D. 669 . . 648 Haddock and Hoylos' Cases, Re London and Northern Bank. See London and Northern Bank, Re, Haddock and Hoyles' Cases. cxx Table op Cas^s Hadleigh Castle Gold Mines, Ltd., Re, [1900], 2 Ch. 419 ; 69 L. J. (CH.) 631 ; 83 L. T. 400 ; 16 T. L. R. 468 .. . 462, 467, 1451 Hadley (FeUx) & Co., Ltd. v. Hadley (1897), 77 L. T. 131 . 402, 442 Hafod Lead Mining Co., Re, Slater's Case. See Slater's Case, Re Hafod Lead Mining Co. Haggin v. Comptoir d'Escompte de Paris (1889), 23 Q. B. D. 519, C. A. 42 Hale, Ex parte. Re London Provincial Electric Lighting, etc. Co. (1886), 55 L. T. 670 275 , Re, Lilley v. Foad, [1899] 2 Ch. 107 ; 68 L. J. (ch.) 517 ; 80 L. T. 827 ; 47 W. R. 579 ; 15 T. L. R. 389, C. A 556 HaUfax and Huddersfield Union, etc., Co., W. N. (1895) 63 . . 705 Halifax Joint Stock Banking Co., Ltd. v. British Power Traction and Lighting Co., Ltd., Re British Power Traction and Lighting Co., Ltd. (See British Power Traction and Lighting Co., Re, Hahfax • Joint Stock Banking Co., Ltd. v. British Power Traction and Lighting Co., Ltd. Halifax Sugar Refining Co. v. Franklyn (1890), 59 L. J. (ch.) 591 ; 62 L. T. 563 ; 2 Meg. 129 428, 460 Halket v. Merchant Traders' Insurance Co., (1849), 13 Q. B. 960 ; 19 L. J. (Q. B.) 59 ; 14 Jut. 222 1298 Hall, Ex parte. Re Cooper (1882), 19 Ch. D. 580 ; 51 L. J. (ch.) 556 ; 46 L. T. 549, C. A 1226, 1227 V. Old Talargoch Lead Mining Co. (1876), 3 Ch. D. 749 ; 45 L. J. (ch.) 775 ; 34 L. T. 901 1028, 1029 & Co., Re (1886), 53 L. T. 643 ; 34 W. R. 56 . , . . 994 (W. J.) & Co., Re, [1909] 1 Ch. 521 ; 78 L. J. (CH.) 382 ; 100 L. T. 692 ; 16 Mans. 152 153, 353, 1408 Hall's Case (1849), 1 Mac. & G. 307 ; 1 H. & Tw. 580 ; 19 L. J. (Ch.) 69 1259, 1262 ■ Re United Service Co. (1870), 5 Ch. D. 707 ; 39 L. J. (ch.) 730 ; 23 L. T. 331 ; 18 W. R. 1058 . . .96, 243, 1243 Hallamshire Ancient Order of Foresters Society (1863), unreported . 931 Hallet, Ex parte. Re Moss. See Moss, Re, Ex parte Hallet. V. Dowdall (1852), 18 Q. B. 2 ; 21 L. J. (q. b.) 98 ; 16 Jur. 462 1298 Hallett, Re, Ex parte National Insurance Corporation (1895), 71 L. T. 408 ; 42 W. R. 651 ; 1 Mans. 380 ; 10 R. 441 . . 1273 & Co., Re, Ex parte Blane, [1894], 2 Q. B. 237 ; 63 L. J. (q. b.) 573 ; 70 L. T. 361 ; 42 W. R. 305 ; 9 R. 278 ; 1 Mans. 25, C. A. 1351 HalUday v. Holgate (1868), L. R. 3 Ex. 299 ; 37 L. J, (ex.) 174 ; 18 L. T. 656 ; 17 VV. R. 13 222 Hallows V. Fernie (1867), L. R. 3 Eq. 520 428 V. (1868), 3 Ch. 467 ; 18 L. T. 340 ; 16 W. R. 873 269, 428 Halhnark's Case, Be Wincham Shipbuilding Co. (1878), 9Ch. D. 329 ; 47 L. J. (CH.) 868 ; 38 L. T. 660 ; 26 W. R. 824, C. A. . 411, 419 Haly V. Barry (1868), 3 Ch. App. 452 ; 37 L. J. (ch.) 723 ; 18 L. T. 491 ; 16 W. R. 654 344 Hambom, The, [1919] A. C. 993; 33 T. L. R. 726 . . . 56, 3S8 Hambro v. Burnand, [1904] 2 K. B. 10 ; 72 L. J. (k. b.) 669 ; 90 L. T. 803 ; 52 W. R. 583 ; 20 T. L. R. 398 ; 9 Com. Cas. 251, C. A. . 348 Hamer v. London City and Midland Bank (1918), 87 L. J. (k. b.) 973; 118L. T. 571 534,537,564 Hamilton v. Blackpool Motor Car Co., Ltd., Re Blackpool Motor Car Co. See Blackpool Motor Car Co., Re, Hamilton v. Blackpool Motor Car Co., Ltd. Table of Cases cxxi PAGE Hamilton v. Vaughan-Sherrin Electrical Engineering Co., [1894] 3 Ch. 589 ; 63 L. J. (ch.) 795 ; 71 L. T. 325 ; 43 W. R. 126 ; 8 R. 750 277, 1254 Hamilton's (Lord Claud) Case, Ee La Mancha Irrigation and Land Co. (1873), 8 Ch. App. 548 ; 42 L. J. (ch.) 465 ; 28 L. T. 652 . 416, 451 Hamilton's Windsor Iron Works Co., Re, Ex parte Pitman and Edwards (1879), 12 Ch. D. 707 ; 40 L. T. 569 ; 27 W. R. 445 82, 523, 534 Hamley's Case, Re Percy and Kelly Mining Co. (1877), 5 Ch. D. 705 ; 46 L. J. (CH.) 543 ; 37 L. T. 349 ; 25 W. R. 600 .. . 410 Hamlyn v. TaUsker Distillery, [1894] A. C. 202 ; 71 L. T. 1 ; 58 J. P. 540 ; 6 R. 188 211, 836 Hammersmith Town Hall Co., Be (1877), 6 Ch. D. 112 . , .974 Hammond v. Prentice Bros., [1920] 1 Ch. 201 ; 89 L. J. (ch.) 91 ; 36 T. L. R. 98 16, 30, 35 Hampshire Co-operative Milk Co., Re Purcell's Case. See Purcell's Case, Re Hampshire Co-operative Milk Co. Hampshire Land Co., Re, [1894] 2 Ch. 632 ; 63 L. J. (ch.) 677 ; 42 W. R. 601 ; 1 Mans. 428 ; 8 R. 578 . 1458 Re, [1896], 2 Ch. 743 ; 65 L. J. (ch.) 860 ; 75 L. T. 181 ; 45 W. R. 136 ; 3 Mans. 269. . . 446, 527, 528 Hampson v. Price's Patent Candle Co. (1876), 45 L. J. (ch.) 437 ; 34 L. T. 711 ; 24 W. R. 754 86, 427 Hampton v. Toxteth Co-operative Provident Society, [1915] 1 Ch. 721, 84 L. J. (ch.) 633; 113 L. T. 62; [1915] W. C. & L Rep. 488; 59 Sol. Jo. 397; 31 T. L. R. 314 22 Hand v. Blow, [1901] 2 Ch. 721 ; 70 L. J. (ch.) 687 ; 85 L. T. 156 ; 50 W. R. 5 ; 17 T. L. R. 635 ; 8 Mans. 156, C. A. . . . 673 Hankey's Case, Re International Contract Co. See International Contract Co., Re Hankey's Case. Hankinson v. Hayter, Re Wheeler. See Wheeler, Re, Hankinson v. Hayter. Hannans, King, etc. Mining Co., Re (1898), 14 T. L. R. 314, C. A. . 336 Hanover (King) v. Bank of England (1870), L. R. 8 Eq. 350 ; 321 L. T. 106 560, 1126 Harben v. Phillips (1883), 23 Ch. D. 14 ; 46 L. T. 334 ; 31 W. R. 173, C. A 366, 421, 454, 456 Harburg Indiarubber Comb Co. v. Martin, [1902] 1 K. B. 778; 71 L. J. (K. B.) 529 ; 86 L. T. 505 ; 50 W. R. 449, C. A. . . . 612 Harding, Ex parte. Re English Joint Stock Bank (1867), L. R. 3 Eq. 341 ; 15 L. T. 529 1017, 1367 Hardoon v. Belilios, [1901] A. C. 118 ; 17 L. J. (p. c.) 9 ; 83 L. T. 573 ; 49 W. R. 209 ; 17 T. L. R. 126 339, 1260 Hardy v. Fothergill (1888), 13 App. Cas. 351 ; 58 L. J. (q. b.) 44 1377, 1378 Hare v. London and North Western Raihvay (1861), 2 J. & H. 80 ; 30 L. J. (ch). 817 ; 7 Jur. (n. s.) 1145 90 Haro's Case, Re London and County General Agency Association (1869), 4 Ch. App. 503 ; 20 L. T. 156 ; 17 W. R. 628 249, 274, 276, 1250 Hargreaves (Joseph) & Co., Ltd., Re, [1900] 1 Ch. 347 ; 69 L. J. (en.) 183 ; 82 L. T. 132 ; 48 W. R. 241 ; 16 T. L. R. 155 ; 7 Mans. 354 C. A 1179, 1181 Hargrove & Co., Ex parte, Re Arthur Average Association. See Arthur Average Association, Re, Ex parte Hargrove & Co. Harley v. Harley (1860), 11 Ir. Ch. R. 451 1347 Harmony and Montague Tin and Copper Mining Co., Re, Spargo's s.c.L. 9 cxxii Table of Cases PAGE Case. See Spargo's Case, Re Harmony v. Montague Tin and Copper Mining Co. Harper v. Firbank, [1918] 2 K. B. 509; 87 L. J. (k. b.)945; 119 L. T. 298, C. A 717 Harper v. Rileys, Re Rileys, Ltd. See Rileys, Ltd., Re, Harper v. Rileys. Harper's Ticket-Issuing and Recording Machine, Re (1912), 29 T. L. R. 63; 57 Sol. Jo. 78 425,1195 Harpur's Cycle Fitting Co., Re, [1900] 2 Ch. 731 ; 69 L. J. (ch). 841 ; 83 L. T. 407 1020, 1022, 1029, 1421 Harringtons. Victoria Graving Dock Co. (1878), 3 Q. B. D. 549; 47 L. J. (Q. B.) 594 ; 39 L. T. 120 ; 26 W. R. 740, C. A. . . 387 Harris, Ex parte (1845), 1 De G. 165 ; 14 L. J. (bcy.) 26 ; 9 Jiu-. 497 1366 Ex parte. Re Lewis (1876), 2 Ch. D. 423 ; 45 L. J. (bcy.) 71 ; 34 L. T. 261 ; 24 W. R. 851 670 V. Amery (1866), L. R. 1 C. P. 148 ; 35 L. J. (c. p.) 89 ; 1 Har. & Ruth. 358 ; Hop. & Ph. 294 ; 13 L. T. 504 ; 12 Jiu-. (n. s.) 165 ; 14 W. R. 199 5 V. North Devon Railway Co. (1855), 20 Beav. 384 . . 325 V. Sleep, [1897] 2 Ch. 80 ; 66 L. J. (ch.) 511 ; 76 L. T. 458 ; 45 W. R. 536, C. A 676 V. Venables (1872), 7 Ex. 235 ; 41 L. J. (ex.) 180 ; 26 L. T. 437 ; 20 W. R. 974 996 Harris' Calciilatmg Machine, Re, [1914] 1 Ch. 920; 83 L. J. (ch.) 545; 110 L. T. 997; 58 Sol. Jo. 455 530,550 Harris' Case, Re Imperial Land Co. of Marseilles (1872), 7 Ch. App. 587 ; 41 L. J. (ch.) 621 ; 26 L. T. 781 ; 20 W. R. 690 . . 246 Harrison, Ex parte. Re Bentley (Henry) & Co. and Yorkshire Breweries, Ltd. (1893), 69 L, T. 204, C. A. . . 216 Ex parte. Re Cannock and Rugely CoUiery Co. See Cannock and Rugely Colliery Co., Re, Ex parte Harrison. Ex parte. Ward v. Royal Exchange Shipping Co. See Ward V. Royal Exchange Shipping Co., Ex parte Harrison. ■ V. Cornwall Minerals Rail. Co. (1884), 23 W. R. 748 . . 716 ■ V. Mexican Railway (1875), L. R. 19 Eq. 358 ; 44 L. J. (ch). 403 ; 32 L. T.^82 ; 23 W. R. 403 .. . 89, 377 • V. Mortgage Insurance Corporation (1893), 10 T. L. R. 141 1421 ■ V. St. Etienne Brewery, W. N. (1893) 108 . . 671, 1309 ■ V. Timmins (1838), 4 M. & W. 510 ; 7 Dowl. 28 ; 8 L. J. (EX.) 94 1287 Harrison's Case, Re Universal Banking Corporation (1868) 3 Ch. App. 633 ; 78 L. T. 779 ; 16 W. R. 556 . . . 248 , Re Bank of Hindustan, China and Japan (1871), 6 Ch. App. 280 ; 40 L. J. (ch.) 333 ; 24 L. T. 691 ; 19 W. R. 572 1268 Harrison and Bottomley, Re, [1899], 1 Ch. 465 ; 68 L. J. (ch.) 208 ; 80 L. T. 29 ; 47 W. R. 307, C. A. 1348 Harrogate Estates Co., Ltd., Re, [1903], 1 Ch. 498 ; 72 L. J. (ch.) 313 ; 88 L. T. 82 ; 51 W. R. 334 ; 19 T. L. R. 246 ; 10 Mans. 136 . 625, 629, 630 Harrold v. Plenty, [1901] 2 Ch. 314 ; 70 L. J. (ch.) 562 ; 85 L. T. 45 ; 49 W. R. 646 ; 17 T. L. R. 545 ; 8 Mans. 364 . . . • 221 Harry & Co., Re (1906), 121 L. T. Jo. 63 1166 Hart, Re, [1912] 3 K. B. 6; 81 L. J. (k. b.) 1213; 107 L. T. 368; 56 Sol. Jo. 615 J 28 T. L.R. 482, C. A 351 Table of Cases cxxiii PAGE Hart V. Frontino and Bolivia, etc. Mining Co. (1870), L. R. 5 Ex. Ill ; 39 L. J. (EX.) 93 ; 22 L. T. 30 331 Hartford w. Amicable Mutual Life Assurance Co. (1871),Ir. R. 5 C. L. 368 1025 Hartley's Case, Re Poole Firebrick Co. (1875), 10 Ch. App. 157 ; 44 L. J. (CH.) 240 277, 317, 318, 1248 Hartmont, Ex parte. Re Petersburg and Viborg Gas Co. See Petersburg and Viborg Gas Co., Re, Ex parte Hartmont. Harvey V. Clough (1863), 2 New Rep. 204 35 Harward's Case, Re Great Oceanic Telegraph Co. (1871), L. R. 13 Eq. 30 ; 41 L. J. (CH.) 283 ; 25 L. T. 690 417 HasseU v. Merchant Traders' Insurance Co. (1850), 4 Ex. 525; 19 L. J. (EX.) 183 1298 Hastie, Ex parte. Re Batson. See Batson, Re, Ex parte Hastie. Hastie's Case, Re General Estates Co. (1869), 4 Ch. App. 274 ; 38 L. J. (CH.) 233 ; 20 L. T. 93 ; 17 W. R. 302 . . . 1271, 1273, 1307 Hastings (Lord), Ex parte. Re Wilson. See Wilson, Re, Ex parte Hastings (Lord). Hastings, Re (1892), 61 L. J. (q. b.) 654 ; 67 L. T. 234 ; 9 Morr. 234 1349 Hastings Brothers v. Stenotyper, Ltd., Re Stenotyper, Ltd. See Stenotyper, Ltd., Re, Hastings Brothers v. Stenotyper, Ltd. Hastings Corporation v. Letton, [1908] 1 K. B. 378 ; 77 L. J. (k. b.) 149 ; 97 L. T. 582 ; 20 T. L. R. 456 ; 15 Mans. 58 , , 560, 1126 Hatcham Motor Garage, Re (1916), 32 T. L. R. 399; 60 Sol. Jo. 429 . 965 Hatcher, Ex parte. Re West of England Bank (1879), 12 Ch. D. 284 ; 48 L. J. (CH.) 723 ; 41 L. T. 181 ; 27 W. R. 907 . 1253, 1273, 1307 Hatfield Patent Cask Co., Re (1863), 2 New Rep. 502 . . . 1371 Hattersleyu. Shelbume (Lord) (1862), 31 L. J. (cH.) 873 ; 10 W. R. 881 421 Hatton, Ex parte. Re Phoenix Life Assurance Co. (1863), 31 L. J. (ch.) 340 ; 6 L. T. 123 ; 8 Jur. (n. s.) 380 ; 10 W. R. 313 . . 1266 Hatton, Re, [1917] 1 Ch. 357; 86 L. J. (ch.) 375; 116 L. T. 281; 61 Sol. Jo. 253 355 V. Haywood (1874), 9 Ch. App. 299 ; 43 L. J. (ch.) 372 ; 30 L. T. 279 ; 22 W. R. 356 1348 Hauxwell, Ex parte. Re Hemingway (1883), 23 Ch. D. 626 ; 52 L. J. (CH.) 737 ; 48 L. T. 742 ; 31 W. R. 711, C. A. ... 1227 Haven Gold Mining Co., Re (1882), 20 Ch. D. 151 ; 51 L. J. (ch.) 242 ; 46 L. T. 322 ; 30 W. R. 389, C. A. . . 468, 915, 919, 988 Hawkes, Re, [1898] 2 Ch. 1 ; 67 L. J. (ch.) 281 ; 78 L. T. 337 ; 46 W. R. 445, C. A . 1170 Hawkins, Ex parte. Re United Enghsh and Scottish Assurance Co. (1868), 3 Ch. 787 ; 19 L. T. 232 ; 16 W. R. 1136 . . 1023, 1132 Hawkins & Co., i?e( 1915), 31 T. L. R. 247 674 Hay V. Swedish and Norwegian Railway (1889), 5 T. L. R. 460 . 568 v, Swedish and Norwegian Railway (1892), 8 T. L. R. 775 . 673 Hay's Case, Re Canadian Oil Works Corporation (1875), 10 Ch. App. 593 ; 44 L. J. (ch.) 721 ; 33 L. T. 466 ; 24 W. R. 191 . . 403 Haycraft Gold Reduction and Mining Co., Re, [1900] 2 Ch. 230 ; 69 L. J. (ch.) 496 ; 83 L. T. 166 ; 16 T. L. R. 350 456, 1426, 1450, 1451, 1452 Hajmaan, Re, Ex parte Pratt. See Pratt, Ex parte. Re Hayman. V. Rugby School (Governors) (1874), L. R. 18 Eq. 28 ; 43 L. J. (CH.) 834 ; 30 L. T. 217 ; 22 W. R. 587 . . . . 423 Hayman, Christy, and Lilly, Re, [1917] 1 Ch. 283; 86 L. J. (CH.) 255; 116L. T. 283; [1917]H. B. R. 80; 33T. L. R. 167. . . 526 Hayman, Christy, and Lilly, Re (No. 2), [1917] 1 Ch. 545; 86 L. J. (CH.)389; 116L. T. 467 673 cxxiv Table of Casejs pAat Haymes v. Cooper (1864), 33 Beav. 431 1350 Haytor Granite Co., Re (1865), 1 Ch. App. 77 ; 35 L, J. (CH.) 154 . 902, 1127, 1377 Head, Re, Head v. Head (No. 1), [1893] 3 Ch. 426 ; 63 L. J. (ch.) 35 ; 69 L. T. 753 ; 42 W. R. 55 ; 3 R. 712 . . . . 870 Re, Head v. Head (No. 2), [1894] 2 Ch. 236 ; 63 L. J. (ch.) 549 ; 70 L. T. 608 ; 42 W. R. 419 ; 7 R. 167, C. A 870 Head's and White's Cases, Re Contract Corporation (1867), L. R. 3 Eq. 84 ; 36 L. J. (ch.) 121 237, 1276 Healy v. Board of Trade (1903), 5 Fraser, 644 ... . 884 Hearts of Oak Life and General Assurance Co., Re (1914), Times Newspaper, March 6th ; 49 L. J. (n. c.) 177 ; 58 Sol. Jo. 433 868, 871 Hearts of Oak Life and General Assurance Co., Re (1914), 30 T. L. R. 436 872 Hearts of Oak Life and General Assurance Co., Re, [1920] W. N. 65 . 803 Heath, Re, Ex parte Walter (1873), L. R. 15 Eq. 412 ; 42 L. J. (bcy.) 49 ; 21 W. R. 523 1367 Heathcote v. North Staflordshire Railway (1850), 2 Mac. & G. 100 ; 2 H. & Tw. 382 ; 6 Ry. & Can. Cas. 358 ; 14 Jur. 859 . . 91 Heaton Steel and Iron Co., Re, Simpson's Case. See Simpson's Case, Re Heaton Steel and Iron Co. Heaven, Ex parte. Re Lundy Granite Co. See Lundy Granite Co., Re, Ex parte Heaven. Hebb's Case, Re National Savings Bank Association (1867), L. R. 4 Eq. 9 ; 36 L. J. (CH.) 748 ; 16 L. T. 308 ; 15 W. R. 754 . . 246 Heilbut, Symons & Co. v. Buckleton, [1913] A. C. 30; 82 L. J. (k. b.) 245; 107 L. T. 769 ; 20 Manson, 54 277 Heiron's Case, Re Metropolitan Bank (1880), 15 Ch. D. 139 ; 49 L. J. (CH.) 651 ; 43 L. T. 299, C. A 1177,1179 Helbert v. Banner, Re Barned's Bank (1871), L. R. 5 H. L. 28 ; 40 L. J. (CH.) 410 ; 20 W. R. 63 . . 1296, 1298, 1310, 1311 Hemans v. Hotchkiss Ordnance Co., [1899] 1 Ch. 115 ; 68 L. J. (cH.) 99 ; 79 L. T. 681 ; 47 W. R. 276 ; 6 Mans. 52, C. A. 379, 462, 568 Hemingway, Re, Ex parte Hauxwell. See Hauxwell, Ex parte, Re Hemingway. Hemming v. Maddick (1872), 7 Ch. App. 395 ; 26 L. T. (n. s.) 565 . 1260 Hemp, Yarn and Cordage Co., Re, Hindley's Case. See Hindley's Case, Re Hemp, Yam and Cordage Co. Henderson, JE'x^JO'-^e (1854), 19 Beav. 107 1263 V. Arthur, [1907] 1 K. B. 10 ; 76 L. J. (k. b.) 22 ; 95 L. T. 772 ; 23 T. L. R. 60, C. A 550 V. Astwood [1894], A. C. 150 ; 6 R. 450 . . . 221 V. Bank of Australasia (1888), 40 Ch. D. 170 ; 58 L. J. (CH.) 197 ; 59 L. T. 856 ; 37 W. R. 332 . . . 80 V. Bank of Australasia (1890), 45 Ch. D. 330 ; 59 L. J. (CH.) 794 ; 2 Meg. 301, C. A. . . . 459, 465 V. Lacon (1867), L. R. 5 Eq. 249 ; 18 L. T. 527 ; 16 W. R. 328 251, 270, 277 V. Louttit & Co. (1894), 21 R. 674 .. . 463, 460 w V. Peruvian Railway Co. (1867), 16 L. T. 297 . . 1025 , Craig, & Co., Ltd. (1908) (unreported) . . . 816 Henderson's Nigel Co., Ltd., Re, [1911] W. N. 159 ; 105 L. T. 370 . 1128 Hendon Paper Works & Co. (1910), Ti7nes Newspaper, July 27th . 803 Hendriks v. Montague (1881), 17 Ch. D. 038 ; 50 L. J. (cH.) 450 ; 44 L. T. 879 ; 30 W. R. 160, C. A 62 Table of Cases cxxv PAGE Hendry, JE'a;parSee Mason, Gallagher and Slater's Case, Re Liverpool and London Guarantee and Accident Insurance Co. Liverpool Civil Service Association, Re, Ex parte Greenwood (1874), 9 Ch. App. 511 ; 43 L. J. (cH.) 609 ; 30 L. T. 451 ; 22 W. R. 636 944, 996, 1016, 1017 Liverpool Exchange Co., Ex parte. Re Progress Assurance Co. See Progress Assurance Co., Re, Ex parte Liverpool Exchange Co. Liverpool Household Stores Association, Re (1888), 1 Meg. 83 . 1027, 1030 Re (1890), 59 L. J. (cH.) 616; 62 L. T. 873; 2 Meg. 217 399, 400, 433, 1193 , V. Smith (1888), 37 Ch. D. 170 ; 57 L. J. (ch.) 85 ; 57 L. T. 770 ; 36 W. R. 485, C. A. . 465 Liverpool, London and Globe Insurance Co. v. Bennett, [1911] 2 K. B. 577 ; 80 L. J. (k. b.) 1269 ; 105 L. T. 162 ; 27 T. L. R. 369 ; [1912] 2 K. B. 41; 81 L. J. (k. b.) 639; 106 L. T. 323; 28 Table of Cases cli T. L. R. 279, C. A. ; [1913] A. C. 610 ; 82 L. J. (k. b.) 1221 ; 109 L. T. 483; 57 Sol. Jo. 739; 29T. L. R. 757 . , . .352 Liverpool Mortgage Insurance Co.'s Case. See Law Guarantee Trust and Accident Society, Re, Liverpool Mortgage Insurance Co.'s Case. Llangennech Coal Co., Re (1887), 56 L. T. 475 .. . lOlG, 1017 Llanharry Haematite Iron Co., Re Roney's Case. See Roney's Case, Re Llanharry Haematite Iron Co. Llanharry Haematite Iron Co., Re Tothill's Case. See Tothill's Case, Re Llanharry Haematite Iron Co. Llewellyn v. Kasintoe Rubber Estates, [1914] 2 Ch. 670; 84 L. J. (CH.) 70; 58 Sol. Jo. 808; 30 T. L. R. 683, C. A. 335, 365, 374, 1441 Llejm and Eifionybd Permanent Building Society, Re (1913), July 8th (unreported) ......... 965 L. L. Syndicate, [1901] W. N. 164 ; 17 T. L. R. 711 . . . 238 Lloyd, Re Allen v. Lloyd (1880), 12 Ch. D. 447 ; 41 L. T. 171 ; 28 W. R. 8, C. A 664 Lloyd V. Grace, Smith & Co., [1912] A. C. 716 ; 81 L. J. (k. b.) 1140 ; 107 L. T. 531 ; 56 Sol. Jo. 723 ; 28 T. L. R. 547 . . 435, 444 Lloyd (David) & Co., Re, Lloyd v. Lloyd (David) & Co. (1877), 6 Ch. D. 339 ; 37 L. T. 83 ; 25 W. R. 872, C. A. . 557, 650, 663, 1025, 1352 Lloyd Generale Italiano, Re (1885), 29 Ch. D. 219; 54 L. J. (ch.) 748 ; 33 W. R. 728 906 Lloyds Bank v. Bullock, [1896] 2 Ch. 192 ; 65 L. J. (ch.) 680 ; 74 L. T. 687 ; 44 W. R. 633 348 Lloyds Bank v. Lloyds Investment Co. (1912), 28 T. L. R. 379; 29 R. P. C. 545 60, 62 :.loyds Bank v. Swiss Bankverein (1913), 108 L. T. 143; 18 Com. Cas. 79; 57 Sol. Jo. 243 ; 29 T. L. R. 219, C. A. . . . 546 :.Ioyds and Dawson v. Lloyds Southampton (1912), 28 T. L. R. 338; 29 R. P. C. 433, C. A 60 jOck V. Queensland Investment and Land Mortgage Co., [1896] 1 Ch. 397; [1896] A. C. 461; 65 L. J. (cH.) 798; 75 L. T. 3 ; 45 VV. R. 65 162, 312, 357, 358, 1311 .ocke and Smith, Re, [1914] 1 Ch. 687 ; 83 L. J. (ch.) 650; 110 L. T. 683; 58 Sol. Jo. 379 563,567 .Oder's Claim (1870), L. R. 6 Eq. 491 ; 16 W. R. 1076 . . , 1374 .ofthouse'sCase(1858), 2DeG. &J. 69; 27L. J. (BCY.)l; 6W..R. 140 35 iOgan, Ex parte, Re London and Scottish Bank (1870), L. R. 9 Eq. 149 ; 21 L. T. 742 ; 18 W. R. 273 .... 1368 Ex parte, Re Smith. »S^ce Smith, Re, Ex parte, Logan. V. Bank of Scotland, [1904] 2 K. B. 495 ; 73 L. J. (k. b.) 794 ; 91 L. T. 252 ; 53 W. R. 39 ; 20 T. L. R. 640, C. A. . 43 (Thomas) v. Davis (1911), 104 L. T. 914 . . . 427, 442 .ombard Contract Corporation (1900) (unreported) . . . 1059 .ondosborough's (Lord) Case (1854), 4 De G. M. & G. 411 ; 23 L. J. (ch.) 738 ; 18 Jur. 863 908, 1009 'te, Re Newton. Sec Newton, Re, Ex parte National Provincial Bank of England. ■ Ex parte. Re Rees. See Rees, Re, Ex parte National Pro- vincial Bank of England. Ex parte. Re Sass. See Sass, Re, Ex parte National Pro- vincial Bank of England. V. United Electric Theatres, [1916] 1 Ch. 132; 85 L. J. (cH.) 106; 114 L. T. 276; [1916] H. B. R. 56; 80 J. P. 153; 14 L. G. R. 265; 60 Sol. Jo. 274; 32 T. L. R. 174 533, 548, 668 ffttion^l Provincial Jnsurauce Co. (1912), 56 Sol. Jo. 291 . 1024, 1349 clxxiv Table of Cases PAGE National Provmcial Insurance Co. (1912) (unreported) . . . 1187 National Provincial Life Assurance Society, Re (1870), L. R. 9 Eq. •306; 39 L. J. (ch.) 250 ; 22 L. T. 465 ; 18 W. R. 398 . 870 ■ Re, Fleming's Case. See Fleming's Case, Re National Provincial Life Assurance Society. National Provincial Marine Insurance Co., Re, Gilbert's Case. iS^e Gilbert's Case, Re National Provincial Marine Insurance Co. National Reversion and Investment Co., Ltd., Re, Re Lamson Store Service Co., Ltd. See Lamson Store Sei'vice Co., Ltd., Re, Re National Reversion and Investment Co., Ltd. National Savings Bank Association, Re (1866), 1 Ch. App. 547 ; 35 L. J. (CH.) 808 ; 15 L. T. 127 ; 12 Jur. (n. s.) 697-, 14 W. R. 1005 945,1013,1231,1426 National Savings Bank Association, Re, Hebb's Case. See Hebb's Case, Re National Savings Bank Association. National Standard Life Assurance Corporation, Re (1911), 27 T. L. R. 271 1445 National Standard Life Assmrance Corporation, Re, [1917] 1 Ch. 193 ; 86 L.J. (CH.) 172; 115 L. T. 751; 61 Sol. Jo. 146; 33 T. L. R. 65 28, 1337 National Standard Life Assurance Corporation, [1918] 1 Ch. 427; 87 L. J. (cH.) 283; 118L. T. 621 22 National Stores, Ltd., Re, [1899] 2 Ch. 773 ; 69 L. J. (ch.) 16 ; 81 L. T. 529; 48 W. R. 185; 16 T. L. R. 8; 7 Mans. 56; [1900] 1 Ch. 27 ; 69 L. J. (ch.) 16 ; 81 L. T. 529 ; 16 T. L. R. 59, C. A. 1166, 1186, 1187, 1188 National Telephone Co., Re, [1914] 1 Ch. 755; 83 L. J. (ch.) 552 ; 109 L. T. 389; 21 Manson, 217; 58 Sol. Jo. 12; 29 T. L. R. 682 . . 375. 1407, 1409 — — V. Inland Revenue Commissioners, [1899] 1 Q. B. 250 ; 68 L. J. (q. b.) 222 ; 79 L. T. 514 ; 47 W. R. 247 ; 15 T. L. R. 98 ; affirmed [1900] A. C. 1 ; 69 L. J. (q. b.) 43 ; 81 L. T. 546 ; 64 J. P. 420 ; 48 W. R. 210 ; 16 T. L. R. 58 . . . 193 V. St. Peter's Port Constables, [1900] A. C. 317 ; 69 L. J. (p. c.) 74 ; 82 L. T. 398 67 National Trust Co. v. Wliicher, [1912] A. 0. 377 ; 106 L. T. 310 . 617 National United Investment Corporation, Re, [1901] 1 Ch. 950 ; 70 L. J. (CH.) 461 ; 84 L. T. 766 ; 17 T. L. R. 396 ; 8 Mans. 399 . 1023, 1349 National Wholemeal Bread and Biscuit Co., Re, [1891] 2 Ch. 151 ; 60L. J. (CH.)350; 64 L. T. 285 ; 39 W. R. 380 . . 955, 963 — — Re, Ex parte Baines (No. 2), [1892] 2 Ch. 457 ; 61 L. J. (ch.) 712 ; 67 L. T. 293 ; 40 W. R. 591 1144, 1149, 1390, 1392 Natusch V. Irving (1824), 2 Coop. temp. Cott. 358 . . . .84 Naval, Military, and Civil Service Co-operative Stores of South Africa, Re, [1903] W. N. 120 781, 1012 Navalchand, Ex parte. Re Gordon, [1897] 2 Q. B. 516 ; 66 L. J. (q. b.) 768 ; 46 W. R. 31 ; 4 Mans. 141 . , . . » .1351 Table of Cases clxxv PAGE Noal, Ex parte (1829), 2 Mont. & Mar. 194 1366 Neal V. Quinn, [1910] W. N. 223 . 40!) Nealo V. Birmingham Tramways Co., [1910] 2 Ch. 464 ; 79 L, J. (ch.) 683 ; 103 L. T. 59 ; 26 T. L. R. 588 ; 54 Sol. Jo. 651 . . 307 Neath and Bristol Steamship Co., Re (1888), 58 L. T. 180 . . 938 Neath Harbour, Smelting and Rolling Works, Re (1887), 56 L. T. 727 ; 35 W. R. 827 440, 1017, 1228 Needham's Case, Re Blakely Ordnance Co. (1807), L. R. 4 Eq. 135 ; 36 L. J. (CH.) 065 ; 16 L. T. 472 . . . 327, 1232, 1209, 1296 Neill's Case (1867), 15 W. R. 894 276 Nell V. Atlanta Gold and Silver Consohdated Mines (1895), 11 T. L. R. 407, C. A 437 V. Longbottom, [1894] 1 Q. B. 767 ; 63 L. J. (q. b.) 490 ; 70 L. T. 499 ; 10 R. 193 400 Nellfield Estate, iJe (1912) (unreported) , . . . . 1431 Nelson, Ex parte, Re Hoare (1880), 14 Ch. D. 41 ; 49 L. J. (bcy.) 44 ; 42 L. T. 389 ; 28 W. R. 554 1349 V. Anglo-American Land Mortgage Agency Co., [1897] 1 Ch. 130; 66L. J. (CH.) 112; 75L. T. 482; 45 W. R. 171 . . 647 Nelson v. Nelson and Sons, [1914] 2 K. B. 770 ; 83 L. J. (k. b.) 823 ; llOL. T. 888; 30T. L. R. 368, C. A 442,443 Nelson & Co. (1904) (unreported) 1057, 1389 i?e, [1905] 1 Ch. 551 ; 74L. J. (ch.) 290; 92 L. T. 404 ; 53 W. R. 361 ; 21 T. L. R. 274 ; 12 Mans. 54 28, 989, 990, 991 Ee, (1906) 22 T. L. R. 400 24 V. Board of Trade (1901), 84 L. T. 505 ; 05 J. P. 487 ; 49 W. R. 590 ; 17 L. T. R. 450 22 Nelson (Edward) & Co. v. Faber & Co., [1903] 2 K. B. 307 ; 72 L. J. (K. B.) 77] ; 89 L. T. 21 ; 10 Mans. 427 . . . . 534, 538 Nevill V. Fine Arts, etc., Co., [1897] A. C. 08 ; 06 L. J. (q. b.) 195 ; 75 L. T. 606 ; OIJ. P. 500 436 Nevill's Case, Re Natal Investment Co. (1870), 6 Ch. App. 43 ; 40 L. J. (CH.) 1 ; 23 L. T. 577 ; 19 W. R. 87 . . . . 1298 Neville v. Dommion of Canada News Co., [1915] 3 K. B. 556 ; 84 L. J. (K. B.) 2105 ; 31 T. L. R. 542, C. A 193 Neville v. London Express Newspapers, [1917] 1 K. B. 402 ; 80 L. J. (K. B.) 1055 ; 110 L. T. 150 ; [1919] 4. C. 368 ; 88 L. J. (k. b.) 282 ; 120 L. T. 299 ; 35 T. L. R. 107 ; 03 Sol. Jo. 213 . 87, 436 New, Re, [1901] 2 Ch. 534 ; 70 L. J. (ch.) 710 ; 85 L. T. 174 ; 50 W. R. 17, C. A 193 New Balkis Eersteling, Ltd. v. Randt Gold Mining Co., [19041 A. C. 105 ; 73 L. J. (k. b.) 384 ; 90 L. T. 494 ; 52 W. R. 501 ; 20 T. L. R. 390 ; [1903] 1 K. B. 401 304, 328 New British Iron Co., Re, Ex j^arte Beckwith. See Beckwith, Ex ^xirtc. Re JSIew British Iron Co. * New Brunswick v. Muggeridge (1800), 1 Dr. & Sm. 303 ; 30 L. J. (ch.) 242 ; 3 L. T. 051 ; 7 Jur. (n. s.) 132 ; 9 W. R. 193 . . 251 New Brunswick Co. v. Conybearo (1802), 9 H. L. C. 711 ; 31 L. J. (ch.) 297 ; L. T. 109 ; 10 W. R. 305 271 New Brunswick Railway v. Boore (1858), 3 H. _^ . _. — _^ Ex parte. Re National Financial Co. See National Financial Co., Re, Ex parte Oriental Commercial Bank. _- . -^ — Re, Alabaster's Case. See Alabaster's Case, Re Oriental Commercial Bank. clxxxiv Table or Cases PAGE Oriental Commorcial Bank, Re, ExjMrto European Bank (1872), 6 Ch. App. 99; 41 L. J. (ch.) 217; 25 L. T. 648 ; 20 W. R. 82 . • • 1375 — ■ — Re, Maxoudoff's Case. See Maxoudoff's Case, Re Oriental Commercial Bank. • — — — — ■ Re, Morris' Case. See Morris' Case, Re Oriental Commercial Bank. Oriental Financial Corporation, Ex parte. Re European Central Rail- way, ^ee European Central Railway, Re, Ex parte Oriental Financial Corfjoration. Oriental Hotels Co., Re, Perry v. Oriental Hotels Co. See Perry v. Oriental Hotels Co., Re Oriental Hotels Co. Oriental Inland Steam Co., Re, Ex parte Scinde Rail. Co. (1874), 9 Ch. 557; 43L. J. (CH.)699; 31L. T. 5; 22W. R. 810 . . • 1027 Oriental Telephone Co., Re, W. N. (1891) 153 ... 802, 807 Original Hartlepool Collieries, Re (1882), 51 L. J. (CH.) 508; 47 L. T. llf) 1142 Orleans Motor Car Co., Re, [1911] 2 Ch. 41 ; 80 L. J. (ch.) 477 ; 104 L. T. 627 ; 18 Mans. 287 526 Ormerod's Case, [1894] 2 Ch. 474 ; 63 L. J. (ch.) 578 ; 70 L. T. 795 ; 42 W. R. 701 ; 8 R. 715 ; 1 Mans. 153 . .210 — — Re Caerijhilly Colliery Co. (1877), 37 L. T. 244 . 402 Ormerod, Grierson & Co., Re, W. N. (1890) 217 . . . 715, 1335 Orrell Colliery and Fire Brick Co., W. N. (1879) 106 .. . 1454 Ortigosa v. Brown, Janson & Co. (1878), 45 L. J. (CH.) 168 ; 38 L. T. 145 236,340,341,347 Orton V. Cleveland Fire Brick and Pottery Co. (1805), 3 H. & C. 868 ; llJur. (N. s.) 531 ; 13 W. R. 869 437 Osborne v. Amalgamated Society of Railway Servants, [1909] 1 Ch. 163; 78 L. J. (ch.) 204; 99 L. T. 945; 25 T. L. R. 107; 53 Sol. Jo. 98, C. A. ; affirmed [1910] A. C. 87 ; 79 L. J. (ch.; 87 ; 101 L. T. 787 ; 26 T. L. R. 177 ; 54 .Sol. Jo. 215 ; 47 Sc. L. R. 613 7 Osniondthor[>e Hall Freehold Garden, Building and Allotment Society, [1913] VV. N. 243 ; 58 Sol. Jo. 13 947 Otto Electrical Manufacturing Co. (1905), Ltd., Re, Jenkins' Claim, [1900] 2 Ch. 390 ; 75 L. J. (ch.) 682 ; 95 L. T. 141 ; 54 W. R. 601; 22 T. L. R. 678; 13 Mans. 301 . . . . .393 Ottoman Co., i?e (1867), 18 W. R. 1069 1181 Re, Hornby's (Admiral) Case. See Hornby's (Admiral) Case, Re Ottoman Co. Ottoman Co. v. Farley (1869), 17 W. R. 761 400 Ottos Kopje Diamond Mines, Ltd., Re, [1893] 1 Ch. 618 ; 62 L. J. (CH.) 166 ; 68 L. T. 138 ; 41 W. R. 258, C. A. . 234, 331, 336 Outlay Assurance Society, Re (1887), 34 Ch. D. 479 ; 56 L. J. (ch.) 448 ; 56 L. T. 477 ; 35 W. R. 343 880 Ouvah Ceylon Estates v. Uva Ceylon Rubber Estates (1910), 103 L. T. 416 ; 27 T. L. R. 24 ; 27 R. P. C. 753, C. A. . . .60 Overend, Gumey & Co., Ex Parte, Re Land Credit Co. of Ireland. See Land Credit Co. of Ireland, Re, Ex jjarte Overend, Gurney & Co. — _ i^c (1867), 36 L. J. (ch.) 413 ; 16 L. T. 148 ; ] 5 W. R. 528 908 Overend, Gurney & Co. — Re, Barrow's Case. See Barrow's Case, Re Table of Cases clxxxv Overend, Gurney & Co., Re, Grissell'a Case. See Grissell's Case, Re Overend, Gurney & Co. Re, Ex parte Lintott. ^ee Lintott, Ex j^arte. Re Overend, Gurney & Co. ■ ■ Re, Ex parte Jlusgrave. 6'ee Musgrave, Ex jMrte, Re Overend, Gurney & Co. ■ — — Re, Musgrave and Hart's Case. See Mus- grave and Hart's Case, Re Overend, Gurney & Co. — ■ — Re, Oakes v. Turquand. See Oakes v. Turquand, Re Overend, Gurney & Co. — ■ Re, Walker's Case. See Walker's Case, Re Overend, Gurney & Co. ■ — ■ Re, Ward and Garfit's Case. See Ward and Garfit's Case, Re Overend, Gurney & Co. — — V. Gurney (1869), 4 Ch. 701 ; 39 L. J. (ch.) 45 ; 21 L. T. 73 ; affirmed sub nom. Overend, Gurney & Co. v. Gibb (1872), L. R. 5H. L. 480; 42 L. J. (CH.) 67 . . .399 Owen, Ex parte. Re Anglesea (Island) Coal and Coke Co. See Anglesea (Island) Coal and Coke Co., Re, Ex parte Owen. Owen, Re, [1894] 3 Ch. 220 ; 63 L. J. (ch.) 749 ; 71 L. T. 181 ; 43 W. R. 55 ; 8 R. 566 505 Owen's Patent Wheel and Tyre Co., Re (1873), 29 L. T. 672; 22 W. R. 151 , . 1423, 1424 Owen and Ashworth's Claim, Whitworth's Claim, [1900] 2 Ch. 272 ; 69 L. J. (cH.) 412 ; 83 L. T. 165 ; affirmed [1901] 1 Ch. 115 ; 70 L. J. (CH.) 82 ; 83 L. T. 547 ; 49 W. R. 100 ; 17 T. L. R. 84 ; 8 Mans. 105, C. A 429, 430, 433, 529 Owen (D.) & Co. v. Cronk, [1895] 1 Q. B. 265 ; 64 L. J. (q. b.) 288 ; 14 R. 229; 2 Mans. 115, C. A ...... 556 Oxford and Canterbury Hall Co., Re, Ex parte London and County Banking Co. (1870), 5 Ch. App. 433 ; 39 L. J. (ch.) 775 ; 22 L. T. 226 ; 18 W. R. 793 1357 Oxford Benefit Building and Investment Society, Re (1886), 35 Ch. D. 502 ; 56 L. J. (cH.) 98 ; 55 L. T. 598 ; 35 W. R. 116 99, 108, 400 Oxford Building and Investment Society, Re (1883), 49 L. T. 495 1084, 108G P. Pacaya Rubber and Produce Co., Re, [1913] 1 Ch. 218 ; 82 L. J. (ch.) 134 ; 108 L. T. 21 ; 20 Manson, 37 ; 57 Sol. Jo. 143 ; 29 T. L. R. 129, C. A 1032 Pacaya Rubber and Produce Co., Re, [1914] 1 Ch. 542 ; 83 L. J. (ch.) 432; 110 L. T. 578; 21 Manson, 186; 58 Sol. Jo. 209; 30 T. L. R. 260 209, 272 I'acific Coast Coal Mines v. Arbuthnot, [1917] A. C. 007; 80 L. J. (p. c.) 172 112,448,440,458,1270 Pacific Coast Syndicate, Re, [1913] 2 Ch. 20 ; 82 L. J. (cji.) 404; 108 L.T. 823; 57 Sol. Jo. 518 1143, 1144 Padstow Total Loss and Collision Assm-anco Association, Re (1882), 20 Ch. D. 137 ; 51 L. J. (ch.) 344 ; 45 L. T. 774 ; 30 W. R. 320, C. A 0,7,907,008,1003,1009,1012 Pago, Ex parte. Re Goldburg (No. 2). See Goldburg (No. 2), Re, Ex parte Page. S.C.L. 13 clxxxvi Table of Cases PAGE Page V. Eastern and Midlands Railway (1884), 1 Cab. & E. 280 . 481 V. International Agency and Industrial Trust (1893), G2 L. J. (CH.) 610 ; 68 L. T. 435 ; 3 R. 596 . . . . 524, 548 Pagin's and Gill's Cases (1877), 6 Ch. D. 681 ; 46 L. J. (ch.) 779 ; 37 L. T. 89 ; 25 W. R. 905 250, 308, 1248 Paine, Re, Ex parte Read, [1897] 1 Q. B. 122 ; 66 L. J. (q. b.) 71 ; 75 L. T. 316 ; 3 Mans. 309 1225, 1376 V. Hutchinson (1868), 3 Ch. App. 388; 37 L. J. (ch.) 485; 18 L. T. 380 ; 16 W. R. 553 1274, 1276, 1277 Paine and Lay ton. Ex parte. Re South Essex Estuary and Reclamation Co. See South Essex Estuary and Reclamation Co., Re, Ex parte Paine and Lay ton. Painter's Case, Richmond's Case. See Richmond's Case, Painter's Case. Palace Billiard Rooms, Ltd. v. City Property Investment Trust Corporation, [1912] S. C. 5 ; 49 Sc. L. R. 4 . . . 739, 756 Palace Hotel Co., Re, [1912] 2 Ch. 438; 81 L. J. (ch.) 695; 107 L. T. 521 ; 19 Manson, 295; 56 Sol. Jo. 649 . . 742, 830, 835, 839 Palace Restaurants, Re (1009), 127 L. T. Jo. 430 . . . . 915 Palace Restaurants, Re, [1914] 1 Ch. 492; 83 L. J. (ch.) 427; 110 L.T. 534; 21 Manson, 109 ; 58 Sol. Jo. 268 ; 30T. L. R. 248, C. A. 1132, 1377 Palladium, Brighton, i?c (1913) (unreported) . . , .1196,1228 Pahner, Ex parte. Re Prosper United Mining Co. (1872), 7 Ch. App. 286 ; 26 L. T. 374 ; 20 W. R. 323 .. . 1288, 1289 Re, Pahner v. Cassell (1912), 28 T. L. R. 301 ; 56 Sol. Jo. 363 355 V. Caledonian Railway Co., [1892] 1 Q. B. 823; 61 L. J. (Q. B.) 552; 66 L. T. 771; 40W. R. 562, C. A. , 43,70 V. Day and Sons, [1895] 2 Q. B. 618 ; 64 L. J. (q. b.) 807 ; 15 R. 523 ; 44 W. R. 14 ; 2 Mans, 386 ... 1388 V. Moore, [1900] A. C. 293 ; 69 L. J. (p. c.) 64 ; 82 L. T. 167 326 Palmer's Case, Re Oola Lead and Copper Mining Co. (1868), Ir. Rep. 2 Eq. 573 1244 Palmer's Decoration and Furnishing Co., Re, [1904] 2 Ch. 743 ; 73 L. J. (CH.) 828 ; 91 L. T. 772 ; 53 W. R. 142 . . 542, 545, 719, 1385 Panama, Now Zealand, etc. Royal Mail Co., Re (1870), 5 Ch. 318; 39 L. J. (cH.) 482; 22 L. T. 424; 18 W. R. 441 . . . 533, 537 Pannell, Re, Ex parte Bates. See Bates, Ex parte, Re Pannell. Panther Lead Co., Re, [1896] 1 Ch. 978 ; 65 L. J. (ch.) 449 ; 44 W. R. 573 ; 3 Mans. 165 1378 Paper Bottle Co., Re (1888), 40 Ch. D. 52 ; 58 L. J. (ch.) 82 ; 60 L. T. 354 ; 37 W. R. 214 995 Paper Patent Manufacturing Co., Re Addison's Case. See Addison's Case, Re Paper Patent Manufacturing Co. Paraguassu Steam Tramroad Co.. Re (1873), 42 L. J. (ch.) 442. . 1173 Paraguassu Steam Tramway Co., Re Black & Co.'s Case. See Black & Co.'s Case, Re Paraguassu Steam Tramway Co. i?c Ferrao's Case. (See Ferrao's Case, Re Paraguassu Steam Tramway Co. — ■ ■ Re Adamson's Case. See Adam- son's Case, Re Paraguassu Steam Tramway Co. Parbola, Ltd., Re, Blackburn v. Parbola, Ltd., [1909] 2 Ch. 437 ; 78 L. J. (ch.) 782 ; 101 L. T. 382 ; 53 Sol. Jo. 697 .. . 043 Parbury's Case, Re Building Estates Brickfields Co., [189G] 1 Ch. Table of Cases clxxxvii 100 ; 65 L. J. (CH.) 104 ; 73 L. T. 506 ; 44 W. R. 107 ; 2 Mans. 616 304, 330, 1348 Parcoclia Iron Ore and Railway Co., Ltd. ( 1 905) July 24th (unreported) 884 Paris Skating Rink Co., Re (1877), 6 Ch. D. 731 ; 46 L. J. (ch.) 831 ; 25 W. R. 767 454 Re (1878), 5 Ch. D. 959 ; 37 L. T. 298 ; 25 W. R. 701, C. A 941 Park, Re, Coleu. Park (1889), 41 Ch. D. 326 ; 58 L. J. (ch.) 547 ; 61 L. T. 173 ; 37 W. R. 542, C. A 1376 V. Lawton, [1911] 1 K. B. 588 ; 80 L. J. (k. b.) 396 ; 104 L. T. 184 ; 75 J. P. 163 ; 27 T. L. R. 192 ; 18 Mans. 151 . . 297 V. Royalties Syndicate, [1912] 1 Ch. 330 ; 81 L, J, (k. b.) 313 ; 106 L. T. 185 ; 76 J. P. 93 9 Park Gate Waggon Works Co., Re (1881), 17 Ch. D. 234 ; 44 L. T. 901 ; 30 W. R. 20, C. A 1172,1196,1200 Parker, Ex parte. Re National and Provincial Marine Insurance Co. (1867), 2 Ch. App. 685; 15 W. R. 1217 . 236, 1268, 1276 Re, Morgan v. Hill, [1894] 3 Ch. 400 ; 64 L. J. (ch.) 6 ; 71 L. T. 557 ; 43 W. R. 1 ; 7 R. 590, C. A. . . . 1352 — V. Dunn (1845), 8 Beav. 497 670 V. Lewis (1873), 8 Ch. App. 1035 ; 29 L. T. 199 ; 21 W. R. 928 1338 V. McKenna (1874), 10 Ch. App. 96 ; 44 L. J. (cH.) 425 ; 31 L. T. 739 ; 23 W. R. 271 408 V. River Dunn Navigation (1847), 1 De G. & Sm. 192; 11 Jut. 624 91 Parkington v. Hejrwood, Re Heywood. See Heywood, Re, Parkington V. Heywood. Parkinson v. Wainwright & Co. (1895), 64 L. J. (ch.) 493 ; 72 L. T, 485 ; 43 W. R. 420 ; 13 R. 467 ; 2 Mans. 420 . . 649, 652, 701 Parlby's Case, Re Albert Insurance Co. See Albert Insurance Co., Re, Parlby's Case. Parrott, Re, Ex parte Whittaker. See Whittaker, Ex parte. Re Parrott. Parry's Case, Re Great Ship Co. See Great Ship Co., Re, Parry's Case. Parson's Case, Re European Central Rail. Co. (1869), L. R. 8 Eq. 656 ; 39 L. J. (ch.) 64 1265 Parsonage (Septimus) & Co., Re, [1901] 2 Ch. 424 ; 70 L. J. (ch.) 706; 84L. T. 866; 49 W. R. 700; 17 T. L. R. 617 . . 9.50 Parsons v. Sovereign Bank of Canada, [1913] A. C. 160; 82 L. J. (p. c.) 60 ; 107 L. T. 572 ; 20 Manson, 94 ; 29 T. L. R. 98 . . 070 Part's Case, Re Bank of London Assurance Association (1870), L. R. 10 Eq. 622 ; 23 L. T. 350 ; 18 W. R. 977 . . . . 1442 Partridge v. Albert Life Assurance (1871), 16 Sol. Jo. 199 . . 445 V. Rhodesia Goldfields, Ltd., Re Rhodesia Goldfields, Ltd. See Rhodesia Goldfields, Ltd., Re Partridge v. Rhodesia Gold- fields, Ltd. . Patent Agents (Institute) v. Lockwood, [1894] A. C. 347; 63 L. J. (r. c.) 74; 71 L. T. 205; 6R. 219 1231 Patent Artificial Stone Co., Re (186*), 34 Beav. 185 ; 34 L. J. (ch.) 330 ; 13 L. T. 561 ; 11 Jur. (n. s.) 4 ; 13 W. R. 283 . 916, 945 Patent Bread Machinery Co.,Re (I860), 14 L. T. 582 ; 14 W. R. 787 917, 945 ■ Re, Ex parte Valpy and Chaplin. See Valpy and Chaplin, Ex parte, Re Patent Bread Machinery Co. clxxxviii Table of Casies PAGtg Patent Castinga Syndicate v. Etherington, [1919] 2 Ch. 254 ; 88 L. J. (CH.) 398*; 121 L. T. 9 ; 63 Sol. Jo. 573 ; 35 T. L. R. 528, C. A 155, 193, 339, 444 Patent Cocoa Fibre Co., Re (1876), 1 Ch. D. 617 ; 45 L. J. (ch.) 207 ; 24 W. R. 483 992, 994 Patent File Co., Re, Ex j)arte Brrmingham Banking Co. (1870), 6 Ch. 83 ; 40 L. J. (ch.) 190 ; 19 W. R. 193 . . . . 82, 523 Patent Floor Cloth Co., Re (1869;, L. R. 8 Eq. 664 ; 21 L. T. 199 . 1456 Ltd., Re, Dean and Gilbert's Claim. See Dean and Gilbert's Claim, Re Patent Floor Cloth Co., Ltd. Patent Invert Sugar Co., Re (1885), 31 Ch. D. 166 ; 55 L. J. (cH.) 924 ; 53 L. T. 698 ; 34 W. R. 169, C. A. ... 455, 737 Patent Ivory IVIanufacturing Co., Re, Howard v. Patent Ivory Manufacturing Co. See Howard v. Patent Ivory ^Manufacturing Co., Re Patent Ivory Manufacturing Co. Patent Screwed Boot and Shoe Co., Re (1863), 32 Beav. 142 . . 969 Patent Steam Engine Co., Re (1878), 8 Ch. D. 464 ; 26 W. R. 811 . 947 Patent Ventilating Granary Co., Re (1879), 12 Ch. D. 254 ; 48 L. J. (CH.) 728 ; 41 L. T. 82 ; 27 W. R. 836 .... 739, 765 Patentwood Keg Syndicate v. Pearse, [1906] W. N. 164 . 453, 461, 464 Paterson v. Gas Light and Coke Co., [1896] 2 Ch. 476 ; 65 L. J. (en.) 709 ; 74 L. T. 640 ; 60 J. P. 532 ; 45 W. R. 39, C. A. . 668, 1362 — V. Paterson & Sons (1916). 53 S. L. R. 404: (1917), 54 S. L. R. 19 354, 1408 ■ ?;. Tash (1743), 2 Str. 1178 348 Paterson, Laing, and Bruce, Re (1902), 18 T. L. R. 515 . . 837, 838 Paul V. Piccadilly Hotel, Ltd., Re Piccadilly Hotel, Ltd. .See Piccadilly Hotel, Ltd., Re Paul v. Piccadilly Hotel, Ltd. Paul's Trustee v. Justice & Sons, [1912] S. C. 1303 ; 48 S. L. R. 937 ; [1912] 2 S. L. T. 141 324 Pavilion, Newcastle-upon-Tyne, Ltd. and Reduced, Re, [1911] W. N. 235 462, 775, 779 Pavy's Patent Felted Fabric Co., i?e (1876), 24 W. R. 91 . . 913 Pawle's Case, Re Estates Investment Co. (1869), 4 Ch. 497; 38 L. J. (CH.) 412; 17 \\. R. 599 276 Pawson, Be, [1917]2K. B. 527; 86 L. J. (k. b.) 1285 ; 117L. T. 315; [1917] H. E. R. 87 1355 Paxtonw. BeU( 1876/, 24 W. R. 1013 953 Pa^ne v. Cork Co., Ltd., [1900] 1 Ch. 308 ; 69 L. J. (ch.) 156 ; 82 L. T. 44 ; 48 W. R. 325 ; 16 T. L. R. 135 .. . 1440, 1441 Pajme's Case, Re Imperial Mercantile Credit Association (1869), L. R. 9 Eq. 223 ." 1207 Payne (David) & Co., Ltd., Re Yoimg v. Payne (David) & Co., Ltd., [19041 2 Ch. 608 ; 73 L. J. (ch.) 849 ; 91 L. T. 777 ; 20 T. L. R. 590; 11 Mans. 437, C. A 527,1375 Payton & Co. v. Snelling (1900), 17 Rep. Pat. Cases, 635 . . 60 Payzu V. Saunders, [1919] 2 K. B. 581 ; 89 L. J. (k. b.) 17 ; 121 L. T. 563 ; 35 T. L. R. 657, C. A 1368 Peabody Gold Mining Co., i?c,W. N. (1897) 170 . . . .1406 Peace (Joseph) & Co., Re, W. N. (1873) 127 1029 Peak Hill GoklReld, Ltd., Ex 'parte, Re A Debtor. See Debtor, A, Re, Ex parte Peak Hill Goldfield, Ltd. Pearce, Re, [1909] 2 Ch. 492 ; 78 L. J. (ch.) 628 ; 100 L. T. 792 ; 101 L. T. 300 ; 10 Mans. 191, C. A 1351, 1354, 1357 Table of Cases clxxxix Pearce, Be, [1919] 1 K. B. 354 ; 88 L. J. (k. b.) 367 ; 120 L. T. 334 ; [1918-19] B. & C. R. 131, 0, A 1348 Pearce v. British Tea Tabic Co. (1897), Ltd., lie Britisii Tea Table Co. (1897), Ltd. See Britisii Tea Table Co. (1897), Ltd., Re, Pearce V. British Tea Table Co. (1897), Ltd. Pearks, Gunston, and Tee, Ltd. v. Richardson, [1902] 1 K. B. 91 ; 71 L. J. (K. B.) 18 ; 85 L. T. 616 ; 60 J. P. 119 ; 50 W. R. 286 ; 18 T. L. R. 78 ; 20 Cox, C. C. 96 389 Pearka, Gunston & Co. v. Thompson, Tohney & Co. (1901), 18 Rep. Pat. Cases, 185 63, 382 Pearse's Claim, Re British and American Steam Navigation Co. (1869), L. R. 8 Eq. 506 1375 Pearson, Ex parte. Re Wiltshire Iron Co. See Wiltshire Iron Co., Re, Ex parte Pearson. Pearson's Case, Re East of England Banking Co. (1872), 7 Ch. App. 309 ; 41 L. J. (ch.) 524 ; 26 L. T. 379 ; 20 W. R. 394 1318 i?e Caerphilly Colliery Co. (1877), 4 Ch. D. 222 ; (1877), 5 Ch. D. 336 ; 46 L. J. (ch.) 339 ; 25 W. R. 618, C. A. 401, 419 Pearson (S.) and Son v. Dublin Corporation, [1907] A. C. 351 ; [1907] 2 Ir. R. 537 430 Pearston's Application (1911), 48 S. L. R. 755 .... 1431 Peat V. Clayton, [1906] 1 Ch. 659 ; 75 L. J. (ch.) 344 ; 94 L. T. 465 ; 54 W. R. 416; 22 T. L. R. 312; 13 Mans. 117 230, 343, 346, 347 V. Fowler (1886), 55 L. J. (Q. B.) 271 6 V. Jones (1882), 8 Q. B. D. 147 ; 51 L. J. (q. b.) 128 ; 30 W. R. 433, C. A 1386, 1388 Peck V. Snyder Dynamite Projectile Co., Re, Snyder Dynamite Pro- jectile Co. See Snyder Dynamite Projectile Co., Re Pock v. Snyder Dynamite Projectile Co. Peckham Tramways Co., i?e (1888), 57 L. J. (ch.) 462; 58 L. T. 876 995 Pedlar v. Road Block Gold Mines of India, Ltd., [1905] 2 Ch. 427 ; 74 L. J. (ch.) 753; 93 L. T. 665; 54 W. R. 44; 12 Mans. 422 . 68 Peek V. Derry (1889), See Derry v. Peek. V. (1887), 37 Ch. D. 541 ; 57 L. J. (ch.) 347 ; 59 L. T. 78 ; 36 W. R. 899, C. A 187 . V. Gurney (1873), L. R. 6 H. L. 377 ; 43 L. J. (ch.) 19 ; 22 W. R. 29 187, 251, 269, 278, 279, 281 V. Trinsmaran Iron Co. (1876), 2 Ch. D. 115; 24 W. R. 361 . 062 Peek's Case, Re Aberaman Ironworks (1869), 4 Ch. App. 532 ; 20 L. T. 340 ; 17 W. R. 508 248, 1246 Peel V. London and North Western Railway, [1907] 1 Ch. 5; 76 L. a. (ch.) 152 ; 95 L. T. 897 ; 23 T. L. R. 85 ; 14 Mans. 30, C. A 86, 368, 407, 410 V. Thomas (1855), 15 C. B. 714 ; 3 C. L. R. 397 ; 24 L. J. (c. p.) 86 . . 1289, 1290 Peel's Case, Re Barned's Banking Co. (1867), 2 Ch. App. 674; 36 L. J. (ch.) 757 ; 16 L. T. 780 ; 15 W. R. 1 100 16, 244, 275, 898, 1244 Pegge V. Neath and District Tramways Co., Ltd., [1898] 1 Ch. 183 ; 67 L. J. (ch.) 17 ; 77 L. T. 550 ; 46 W. R. 243 ; 14 T. L. R. 62 538 Peirce v. Jersey Waterworks (1870), L. R. 5 Ex. 209 ; 39 L. J. (ex.) 156 ; 22 L. T. 519 ; 18 W. R. 838 393 Pell's Case, Re Heyford Ironworks Co. (1869), 5 (Jh. App. 11 ; 39 U .T. (CH.) 120 ; 21 L. T. 412 ; 18 W. 11. 31 . , 243, 314, 1243 cxc Table of Cases Pellatt's Case, Re Richmond Hill Hotel Co. (1867), 2 Ch. App. 527 ; 36L. J. (CH.) 120; 21 L. T. 412 ; 18 W. R. 31 . 245,315, 1247 Pelly,£a;?)ar 840, 908, 1009, 1013, 1167 Securities, Properties Corporation, Ltd. v. Brighton Alliambra (1893), 62 L. J. (CH.) 566 ; 68 L. T. 249 ; 3 R. 302 . . . 662, 674 Seddon v. North Eastern Salt Co., [1905] 1 Ch. 326 ; 74 L. J. (ch.) 199; 91 L. T. 793; 53W. R. 232; 21 T. L. R. 118 . 278,351 Seligman v. Prince & Co., [1895] 2 Ch. 617 ; 64 L. J. (ch.) 745 ; 73 L. T. 124 ; 44 W. R. 6 ; 2 Mans. 586 ; 12 R. 529, C. A. . . 525 Selkirk (J. H.) & Co. (1906) (unreported) 651 Sellers, Re, Ex parte Midland Bank (1875), 32 L. T. 395 . .1351, 1352 Selous V. Croydon Local Board (1885), 53 L. T. 209 . , .239 Seventh East Central Building Society, Re (1885), 51 L. T. 109 , . 1 143 Severn and Wye and Severn Bridge Rail. Co., Re, [1896] 1 Ch. 559 ; 65 L. J. (CH.) 400 ; 74 L. T, 219 ; 44 W. R. 347 ; 3 Mans. 90 . 360 Sewell's Case, Re New Zealand Banking Corporation (1868), 3 Ch. App. 131 ; 18 L. T. 2 ; 16 VV. R. 381 109, 1203 Seymour v. Royal Naval School, Re Royal Naval School. See Royal Naval School, Re, Seymour v. Royal Naval School. Shackell & Co. v. Chorlton and Sons, [1895] 1 Ch. 378 ; 64 L. J. (ch.) 353; 72L. T. 188; 43 W. R. 494 ; 2 Mans. 233; 13 R. 301 1022, 1420 Shackleford v. Dangerfield (1856), L. R. 3 C. P. 407 ; 37 L. J. (c. p.) 151 ; 4 W. R. 675 64 Shackleford's Case, Re Rolling Stock Company of Ireland (1866), 1 Ch. App. 567 ; 35 L. J. (cH.) 818 ; 14 L. T. 129 ; 12 Jur. (n. s.) 695 ; 14 W. R. 1001 248, 1247 Shandon Hydropathic Co., Re, [1911] S. C. 1153 ; 48 S. L. R. 943 . 838 Sharp V. Dawes (1876), 2 Q. B. D. 26 ; 46 L. J. (q. b.) 104 ; 36 L. T. 188 ; 25 W. R. 66, C. A 463 V. Jackson, [1899] A. C. 419 ; 68 L. J. (q. b.) 866 ; 80 L. T. 841 ; 15 T. L. R. 418 ; 6 Mans. 264 . 1225, 1226, 1228 V. Lush (1879), 10 Ch. D. 468 ; 48 L. J. (ch.) 231 ; 27 W. R. 528 708 Sharp, Stewart & Co., Re (1867), L. R. 5 Eq. 155 ; 17 L. T. 197 ; 16 W. R. 305 779 Sharpe, Re, Re Bennett, Masonic and General Life Assiurance Co., Ltd. V. Sharpe [1892] 1 Ch. 154 ; 61 L. J. (ch.) 193 ; 65 L. T. 806 ; 40 W. R. 241, C. A. . . 99, 358, 400, 487, 1199, 1200 Sharpley V. Louth and East Coast Rail. Co. (1876), 2 Ch. D. 663 ; 46 L. J. (ch.) 259 ; 35 L. T. 71, C. A 275 Shaw, ExpaHe (1877), 2 Q. B. D. 463 ; 46 L. J. (q. b.) 394 ; 36 L. T. 573 ; 25 W. R. 569, C. A. ' 235, 237 Re, [1918] P. 47; 87 L. J. (p.) 49; 118 L. T. 334 . . . 353 V. Benson (1883), 11 Q. B. D, 563 ; 52 L. J. (q. b.) 575, C. A. 6, 7 V. Holland, [1900] 2 Ch. 305 ; 69 L. J. (ch.) 621 ; 82 L. T. 782 ; 48 W. R. 681, C. A 214, 401, 406 V. Port Phillip and Colonial Gold Mining Co. (1884), 13 Q. B. D. 103 ; 53 L. J. (q. b.) 369 ; 50 L. T. 685 ; 32 W. R. 771 . 332, 436, 445 V. Royce, Ltd., [1911] 1 Ch. 138 ; 80 L. J. (ch.) 163 ; 103 L. T. 712 ; 55 Sol. Jo. 188 ; 18 Mans. 159 ... . 569 V. Simmons (1884), 12 Q. B. D. 117 ; 53 L. J. (q. b.) 29 ; 32 W. R. 292 5 • V. Tati Concessions, [1913] 1 Ch. 292; 82 L. J. (ch.) 159; 108 L. T. 487; 20 Manson, 104; 57 Sol. Jo. 322; 29 T. L. R. 261 . 469 Shaw's Case (1876), 34 L. T. 715 418 ccxii Table of Cases tAGE Shaw's Claim, tte Brampton and Longtown Railway (1875), 10 Ch. App. 177 ; 44 L. J. (CH.) 670 ; 33 L. T. 5 ; 23 W. R. 813 1312 Shaws, Bryant & Co., i?e, [1901] W. N. 124 437 Shayler's Case (1872), 16 Sol. Jo. 501 870 Sheard, Ex parte. Re Pooley (No. 1) (1880), 16 Ch. D. 107 ; 44 L. T. 259, C. A 1084, 1085 Shearman, Ex parte, Re Dunlop-Truffault Cycle, etc.. Manufacturing Co. (1896), 66 L. J. (ch.) 25 ; 75 L. T. 385 . . . . 275 Sheffield (Lord) v. London Joint Stock Bank (1888), 13 App. Cas. 333 ; 57 L. J. (CH.) 986 ; 58 L. T. 735 ; 37 W. R. 33 . . 346, 347 Sheffield's Case (1859), Jolins, 451 1244 Sheffield and Hallamshire Co-operative Society (1865), 4 De G. J. & S. 699 ; 34 L. J. (ch.) 593 ; 12 L. T. 335, 11 Jur. (n. s.) 553 ; 12 L. T. 335 35, 903 Sheffield and South Yorkshire Benefit Building Society v. Aizlewood (1889), 44 Ch. D. 412 ; 59 L. J. (ch.) 34 ; 62 L. T. 678 83, 399, 408 Sheffield and South Yorkshire Permanent Building Society, Re (1889), 22 Q. B. D. 470 : 58 L. J. (q. b.) 205 ; 00 L. T. 186 ; 53 J. P. 375 . 946, 1281, 1284 Sheffield Corporation v. Barclay, [1905] A. C. 392 ; 74 L. J. (k. b.) 747 ; 93 L. T. 83 ; 69 J. P. 385 j 54 W. R. 49 ; 21 T. L. R. 642 ; 10 Com. Cas. 287 ; 12 Mans. 248 ; 3 L. G. R. 992 . 304, 330, 332 Sheffield Foresters' Co-operative Society, Re, Fountain's Case. See Fountain's Case, Re Sheffield Foresters' Co-operative Society. Sheffield Mortgage and Estates Co., W. N. (1887) 218 . . . 1456 Sheffield Nickel Co. v. Unwin (1877), 2 Q. B. D. 214 ; 46 L. J. (q. b.) 299 ; 36 L. T. 246 ; 25 W. R. 493 105 Shelley, Re, Ex parte Stewart. See Stewart, Ex parte. Re Shelley. Sholton'sCase (1893), 9T. L. R. 13 274 Shcpheard v. Bray, [1906] 2 Ch. 235 ; 75 L. J. (cH.) 633 ; 95 L. T. 414 ; 54 W. R. 556 ; 22 T. L. R. 625 ; 13 Mans. 279 ; [1907] 2 Ch. 571 ; 76 L. J. (ch.) 692 ; 24 T. L. R. 17, C. A 253, 280, 284, 293 V. Broome, [1904] A. C. 342 ; 73 L. J. (ch.) 608 ; 91 L. T. 178 ; 53 W. R. Ill ; 20 T. L. R. 540 ; 11 Mans. 283 252, 253, 282 Shepherd v. Brown and Gregory, Ltd., Andrews v. Brown and Gregory, Ltd., Re Brown and Gregory, Ltd. ^ee Brown and Gregory, Ltd., Re, Shepherd v. Brown and Gregory, Ltd., Andrews v. Brown and Gregory, Ltd. Shepherd's Bush Improvements Co., Re (1909), Times Newspaper, March 9th 919 Shepherd's Case, Re Joint Stock Discount Co. (1866), L. R. 2 Eq. 564 ; affirmed (1867), 2 Ch. App. 16 ; 36 L. J. (ch.) 32 ; 15 L. T. 198;15W. R. 26 237,337,1275 Slieppard v. Oxenford (1855), 1 K. & J. 491 ; 3 W. R. 397 . .7 ■ — V. Scinde, Punjaub, and Dellii Rail. Co. (1887), 56 L. J. (ch.) 866 ; 57 L. T. 585 ; 36 W. R. 1, C. A. ; affirmed (1889), 60 L. T. 641 1405 Sheppey Portland Cement Co., Re (1892), 08 L. T. S3 ; 3 R. 191 . 1431 Sherbro' Trading Syndicate (1911) (unreported) . . . 965,907 Sheringham Development Co., Re, [1893] W. N. 5 . . . 978, 996 Shirreff's Case vI872), L. R. 14 Eq. 417 1307, 1432 Sherrington's Case, Fisher's Case. See Fisher's Case, Sherrington's Case. Table of Cases ccxiii PAGE Shorwell v. Combined Incandescent Mantles (1907), 23 T. L. R, 482 257, 2G3, 265 Sherwood Loan Co., Re (1851), 1 Sim. (n. s.) 1G5 ; 20 L. J. (ch.) 177 903 Sliowell's Case, Re Mexican and South American Co. (1867), 2 Ch, App. 387 ; 36 L. J. (ch.) 353 ; 16 L. T. 194 ; 15 W. R. 541 . 1276 Shields Marino Insurance Co., i?e (1868), 16 W. R. 69 . . .980 Shinglotonlce Co., i?e (1897), 41 Sol. Jo. 705 .... 1423 Ship's Case (1865), 13 W. R. 1016 1146 (1865), 2 De G. J. & S. 544 ; 12 L. T. 256 ; 11 Jur. (n. s.) 331 ; 13 W. R. 599 ; sub nom. Downes v. Ship (1868), L. R. 3 H. L. 343 ; 37 L. J. (ch.) 642 ; 19 L. T. 74 ; 17 W. R. 34 . 275, 1167 Shipman's Case, Re Joint Stock Discount Co. (1868), L. R. 5 Eq. 219 ; 37 L. J. (ch.) 193 ; 16 W. R. 354 237, 1274 Shireff's Case, Re Imperial Wine Co. (1872), L. R. 14 Eq. 417 ; 42 L. J. (CH.) 5 ; 20 W. R. 966 1367, 1432 Shirley, Re, Ex parte Mackay. See Mackay, Ex parte. Re Shirley. Shorto V. Colwill (1909), 101 L. T. 598 ; 26 T. L. R. 55 . . . 215 Showell's Brewery Co., Re (1914), 30 T. L. R. 428 . . . . 741 Shrewsbury (Earl) v. North Staffordshire Rail. Co. (1865), L. R. 1 Eq. 593 ; 35 L. J. (ch.) 156 ; 13 L. T. 648 ; 12 Jur. (n. .«.) 63 ; 14 W. R. 220 lUO Shropshire Union Railways and Canal Co. v. R. (1875), L. R. 7 H. L. 496 ; 45 L. J. (q. b.) 31 ; 32 L. T. 283 ; 23 W. R. 709 329, 346, 347 Sibley v. Muiton (1858), 27 L. J. (ch.) 53 ; 5 W. R. 675 . . 1289, 1290 Sibun V. Pearce (1891), 44 Ch. D. 354 ; 63 L. T. 123 ; 38 W. R. 658, C. A. 930, 946, 1284 Sichell's Case, Re Joint Stock Discount Co. (1867), 3 Ch. App. 119 ; 37 L. J. (CH.) 373 ; 17 L. T. 363 ; 16 W. R. 292 . . 1144, 1270 Sidebottom v. Kershaw, Leese & Co., [1920] 1 Ch. 154; 36 T. L. R. 45, C. A 339, 377, 471 Sidney's Case, Re Robinson and Preston's Brewery Co. (1871), L. R. 13 Eq. 228 243, 1242 Siemens Bros. & Co. v. Burns, [1918] 2 Ch. 324; 87 L. J. (cH.) 572; 119 L. T. 352, C. A 223,363,468,470,557,564 Silberhutte Supply Co., Ltd., Re, [1910] W. N. 81 ; 45 L. J. N. C. 205 993 Silkstone and Dodworth Coal and Iron Co., Re (1881), 17 Ch. D. 158 ; 51 L. J. (CH.) 71 ; 45 L. T. 449 ; 30 W. R. 33, C. A. 1021 and Dodworth Coal and Iron Co., Re (1882), 19 Ch. D. 118 ; 51 L. J. (CH.) 71 ; 45 L. T. 449 ; 30 W. R. 33, C. A 1176,1177,1179,1183 Silkstone and Haigh Moor Coal Co. v. Edey (1899), Twies Newspaper, March 22nd . .1071 V. , [1900] 1 Ch. 167 ; 48 W. R. 137 . . 1200 V. , [1901] 2 Ch. 652; 70 L. J. (CH.) 774 ; 85 L. T. 300, C. A 676, 1340 Silkstone Fall Colliery Co., Re (1875), 1 Ch. D. 38 ; 34 L. T. 46, C. A. 458, 1426 Silver Valley Mines, Re (1881), 21 Ch. D. 381 ; 31 W. R. 96, C. A. 1145 , Re (1881), 18 Ch. D. 472; 45 L. T. 104; 30 W. R. 36 927 Silverstone, Ex parte. Re Goldburg. See Goldburg, Re, Ex parte Silvers tone. Simm V. Anglo-American Telegraph Co. (1879), 5 Q. B, D. 188; ccxiv Table of Cases PAGE 49 L. J. (Q. B.) 392 ; 42 L. T. 37 ; 44 J. P. 280 ; 28 W. R. 290, C. A 331, 336 Simmons v. Liberal Opinion, Ltd., [1911] 1 K. B. 966 ; 80 L. J. (k. b.) 617 ; 104 L. T. 264 ; 27 T. L. R. 278 ; 55 Sol. Jo. 315, C. A. 64, 473 Simons' Reef Consolidated Gold IMining Co., Re (1883), 31 W. R. 238 . 1456 Simpson v. Denison (1852), 10 Hare, 51 ; 16 Jur. 828 ... 91 V. Molson's Bank, [1895] A. C. 270 ; 64 L. J. (p. c.) 51 ;. 11 R. 427 230 ■ V. Palace Theatre, Ltd. (1893), 69 L. T. 70 ; 2 R. 451, C. A. . 1441 ■ V. Westminster Palace Hotel Co. (1860), 8 H. L. C. 712 ; 2 L. T. 707 ; 6 Jiir. (n. s.) 985 . . . . 82, 84, 472 Simpson's Case, Re Aldborough Hotel Co. (1869), 4 Ch. App. 184 ; 39 L. J. (CH.) 121 ; 17 W. R. 424 . . . 248, 1247 Re, Heaton Steel and Iron Co. (1869), L. R. 9 Eq. 91 ; 39 L. J. (cH.) 41 ; 21 L. T. 629 236 Simpson's Claim, Re Cunningham & Co., Ltd. See Cunningham & Co., Ltd., Simpson's Claim. Sims, Re, Ex parte Official Receiver, [1907] 2 K. B. 36 ; 76 L. J. (k. b.) 849 ; 96 L. T. 713 ; 14 Mans. 169 1095 Sims and Woods, i?e, [1916] W. N. 223 665 Simultaneous Colour Printing v. Foweraker, [1901] 1 K. B. 771 ; 70 L. J. (K. B.) 453 ; 17 T. L. R. 361 ; 8 Mans. 307 . . 536, 538 Sinclair v. Brougham, [1914] A. C. 398; 83 L. J. (ch.) 465; 111 L. T. 1 ; 58 Sol. Jo. 302 ; 30 T. L. R. 315 . . 67, 527, 530, 531, 1383 Sinclair v. Glasgow and London Contract (1904), 6 Fraser, 818. . 390 Singlehurst v. Tapscott, W. X. (1899) 133 407 Sinnott v. Bowden, [1912] 2 Ch. 414; 81 L. J. (ch.) 832; 28 T. L. R. 594 536 Sir John Moore Gold Mining Co., W. N. (1877) 183 ... 1457 . Re (1877), 37 L. T. 242 ; 25 W. R. 900 . . 951,1177,1183,1425 Re (1879), 12 Ch. D. 325 ; 28 W. R. 203, C. A 1084 Sissons (Harold) & Co. v. Sissons (1910), 54 Sol. Jo. 802 . . . 425 Skinner, Ex parte (1833), 3 D. & C. 332 ; 1 Mont. & Bligh. 417 . 1365 V. City of London Marine Insurance Corporation (1885), 14 Q. B. D. 882 ; 53 L. T. 191 ; 33 W. R. 628, C. A. . 234, 334, 1276 V. Northallerton County Com-t Judge, [1898] 2 Q. B. 680; 68 L. J. (Q. B.) 24 ; 79 L. T. 327 ; 47 W. R. 68 ; 15 T. L. R. 9 ; 5 Mans. 300 ; affirmed [1899] A. C. 439 ; 68 L. J. (q. b.) 896 ; 50 L. T. 814 ; 63 J. P. 756 ; 15 T. L. R. 433 ; 6 Mans. 274 . . 932 Slcipper and Tucker v. Holloway, [1910] 2 K. B. 630 ; 79 L. J. (k. b.) 91 ; 26 T. L. R. 82 912 Slade, Re, Slade v. Hume (1881), 18 Ch. D. 653 ; 50 L. J. (ch.) 729 ; 45 L. T. 276 ; 30 W. R. 28 1349 Slater v. Darlaston Steel and Iron Co., W. N. (1877) 139, 165 . 838, 842 Slater v. Pinder (1872), L. R. 7 Ex. 95 ; 41 L. J. (ex.) 66 ; 26 L. T. 482 ; 20 W. R. 441 1347 Slater's Case, Re Hafod Lead IMining Co. (1866), 35 Beav. 391 ; 35 L. J. (cH.) 304; 14 W. R. 446; 12 Jur. (n. s.) 242 . . 1265, 1266 Slee V. International Bank (1868), 17 L. T. 425 . . . . 338 Sleigh V. Glasgow and Transvaal Options, Ltd. (1904), 6 Fraser, 420; 41 S. L. R. 218; 11 S. L. T. 593 .... 235,254,257 Slobodinsky, Re, Ex parte Moore, [1903] 2 K. B. 517 ; 72 L. J. (k. b.) Table of Cases ccxv PAGE 883 ; 89 L. T. 190 ; 52 W. R. 156 ; 19 T. L. R. 616 ; 10 Mans. 341 ... 191, 526 Slogger Automatic Feeder Co., Re, [1915] 1 Ch. 478; 84 L, J. (ch.) 687; 112 L. T. 579; [1915] H. B. R. 138; 59 Sol. Jo. 272 . 557, 618, 664 Sly, Spink & Co., Re, [1911] 2 Ch. 430 ; 81 L. J. (ch.) 55; 105 L. T. 364 429, 1277 Small V. Smith (1884), 10 App. Cas. 119 . . . . 82, 83 Smallpage's and Brandon's Cases (1885), 30 Ch. D. 598 ; 55 L. J. (CH.) 116 1143 Smedley v. Registrar of Companies, [1919] 1 K. B. 97 ; 88 L. J. (k. b.) 345; 120 L.T. 277; 83 J. P. 18; 35 T. L. R. 92 . . .451 Smelting Co. of Australia v. Inland Revenue Commissioners, [1897] 1 Q. B. 175 ; 66 L. J. (q. b.) 137 ; 75 L. T. 534 ; 61 J. P. 116 ; 45 W. R. 203, C. A 11J4 Smelting Corporation, Re, [1915] 1 Ch. 472; 84 L. J. (ch.) 571 ; 113 L. T. 44; [1915] H. B. R. 126. . . . 538, 543, 718, 1385 Smith, £'a;^ar/:e (1882), 45 L. T. 447 1178 Ex parte. Re Bank of Hindustan, Cliina, and Japan (1868), 3 Ch. 125 ; 37 L. J. (ch.) 185 ; 17 L. T. 339 ; 16 W. R. 170 1025,1146,1305,1335,1421,1433 Ex parte. Re Homer District Consohdated Gold Mines. See Homer District Consolidated Gold Mines, Re, Ex parte Smith. Ex parte. Re House and Land Investment Trust. See House and Land Investment Trust, Re, Ex parte Smith. Re, Smith v. Lewis, [1902] 2 Ch. 667; 71 L. J. (ch.) 885; 51 W. R. 11 374 Re, Ex parte Logan (1895), 2 Mans. 70 ; 72 L. T. 362 ; 43 W. R. 413 1357 Re, Williams v. Frere, [1893] 1 Q. B. 323 ; 60 L. J. (q. b.) 328 ; 64 L. T. 253 1362 Re, Ex parte Wilson, [1910] 2 K. B. 346 ; 80 L. J. (k. b.) 16 ; 102 L. T. 861 ; 26 T. L. R. 492 1337 V. Anderson (1880), 15 Ch. D. 247 ; 50 L. J. (ch.) 39 ; 43 L. T. 329 ; 29 W. R. 21, C. A 5, 6, 398, 552 V. Brown, [1896] A. C. 614 ; 75 L. T. 213 ; 45 W. R. 132 . 318 V. Chadwick (1884), 9 App. Cas. 187 ; 50 L. T. 697 ; 48 J. P. 044 ; 31 W. R. 687 . . . . 269, 273, 280, 281 V. Grummit, Re Gedney. See Gedney, Re, Smith v. Grummit. ■ V. Hull Glass Co. (1849), 8 C. B. 668 ; (1852), 11 C. B. 897 ; 21 L. J. (c. p.) 106 ; 16 Jur. 595 ; 7 Ry. & Can. Cas. 287 433, 434 ■ V. Irvine and Fullarton Investment and Building Society (1903), 6 Eraser, 99 0, 903 V. Land and House Property Corporation (1875), 28 Ch. D. 7 ; 51 L. T. 718; 49 J. P. 182, C. A 280 V. Law Guarantee and Trust Society, [1904] 2 Ch. 569 ; 73 L. J. (CH.) 733 ; 71 L. T. 545 ; 20 T. L. R. 789 ; 12 Mans. 66, C. A 559, 717 V. London United Breweries, Ltd., Re London United Breweries, Ltd. See London United Breweries, Ltd., Re, Smith v. London United Breweries, Ltd. V. Lubbock, Re New Zealand Midland Railway. See New Zealand Midland Railway, Re, Smith v. Lubbock. V. Manchester (Duke) (1883), 24 Ch. D. 611 ; 53 L. J. (ch.) 96 ; 49 L. T. 96 ; 32 W. R. 83 436, 997 ccxvi Table of Cases PAGE Smith V. Paringa Mines, Ltd., [1906] 2 Ch. 193 ; 75 L. J. (CH.) 702 ; 94 L. T. 571 ; 13 Mans. 316 .... 431, 462 V. ^Vlleatc^oft (1878), 9 Ch. D. 223 ; 47 L. J. (ch.) 745 ; 39 L. T. 103 ; 27 W. R. 42 1261 V. Wilkinson, Re Victoria Steam Boats Co., Ltd. See Victoria Stoam Boats Co., Ltd., Re, Smith v. Wilkinson. Smith's Case (1867), 2 Ch. 604 ; sub noyn. Reese River Silver Mining Co. V. Smith (1869), L. R. 4 H. L. 64; 39 L. J. (ch.) 849; 17 W. R. 1024 270,276 - — — — Re London Marine Insurance Association (1869), 4 Ch. App. 611 ; 38 L. J. (ch.) 681 ; 21 L. T. (n. s.) 97 ; 17 W. R. 941 1279 — — Re South Durham Iron Co. (1879), 11 Ch. D. 579 ; 48 L. J. (CH.) 480 ; 40 L. T. 572 ; 27 W. R. 845, C. A. . 646, 648 Smith (Richard) & Co. Re, [1901] 1 Ir. 73 . . . . 544, 545 Smith, Fleming & Co.'s Case (1866), 1 Ch. App. 538 ; 36 L. J. (ch.) 338 ; 15 L. T. 148 ; 12 Jur. (n. s.) 806 ; 15 W. R. 78 . . 1175 Smith, Ivnight & Co., Re (1868), 37 L. J. (ch.) 864 . . 1174, 1318 Re (1869), L. R. 8 Eq. 23 ; 17 W. R. 758 . .1180 Re (1869), 4 Ch. App. 421 ; 20 L. T. 206 ; 17 W. R. 510 1179, 1182 Re, Battle's Case. See Battle's Case, Re Smith, Knight & Co. Re, Ex parte Gibson. *See Gibson, Ex parte, Re Smith, flight & Co. Re, Weston's Case. See Weston's Case, Re Smith, Ivnight & Co. Smyth V. Darloy (1849), 2 H. L. Cas. 789 460 Smyth's Case (1868), Ir. Rep. 2 Eq. 573 1242 Snoade v. Wotherton Barytes and Lead Mining Co., [1904] 1 K. B. 295 ; 73 L. J. (k. b.) 170 ; 90 L. T. 53 ; 52 W. R. 225 ; 20 T. L. R. 183, C. A 1450 Sneath v. Valley Gold, Ltd., [1893] 1 Ch. 477 ; 68 L. T. 602 ; 2 R. 292, C. A 569, 570, 837 Sneed, etc., Co. v. Cumberland (1887), 31 Sol. Jo. 659 . . . 660 Snell, Re (1877), 6 Ch. D. 105 ; 46 L. J. (ch.) 627 ; 37 L. T. 356 ; 25 W. R. 823 536 Snell's Case, Re Natal Investment Co. (1869), 5 Ch. App. 22 ; 21 L. T. 445 ; 18 W. R. 30 ' 96, 1243, 1244 Snoll (E. S.) and Sons, Ltd., [1911] Times, December 20th . . 962 Sneyd, Re, Ex parte Fewings. See Few"ings, Ex parte. Re Sneyd. Snow's Case, Re, Bank of Hindustan, Cliina, and Japan (1871), 19 W. R. 1057 1267 Snj^der Dynamite Projectile Co., Re, Peck v. Snyder Dynamite Pro- jectile Co., W. N. (1893) 37 . . . . \ . 1146,1433 Soci6t^ Anonyme Beige des Mines d'Aljustrel v. Anglo-Belgian Agency, [1915] 2 Ch. 409; 84 L. J. (ch.) 849; 113 L. T. 581 ; 59 Sol. Jo. 679; 31 T. L. R. 624, C. A 38 Societe Generale de Paris v. Geen (1884), 8 App. Cas. 606 ; 53 L. J. (ch.) 153 ; 49 L. T. 750 ; 32 W. R. 97 . 1357 V. Walker (1885), 11 App. Cas. 20; 55 L. J. (Q. B.) 169 ; 54 L. T. 389 ; 34 W. R. 662 230, 340, 342, 346 Society Panhard et Levassor v. Panhard-Levassor Motor Co., [1901] 2 Ch. 513 ; 70 L. J. (CH.) 738 ; 85 L. T. 20 ; 50 W. R. 74 ; 17 T. L. R. 680 ; 18 R. P. C. 405 . . . . . 62, 435 Table of Cases ccxvii PAGE Society for Illustration of Practical Knowledge v. Abbot (1840), 2 Beav. 55!) ; 9 L. J. (ch.) 307 ; 4 Jur. 453 .. . 185, 400 Softley, Re (1815), L. R. 20 Eq. 746 ; 44 L. J. (bcy.) 107 ; 33 L. T. 62 ; ' 24 W. R. 68 ,' 1227 Solway Steamship Co., Re (1889), 61 L. T. 659 . . 773, 776, 777 Somerset v. Land Securities Co., [1894] 3 Ch. 464 ; 63 L. J. (ch.) 880; 71 L. T. 512; 43 W. R. 132 ; 7 R. 564, C. A. . . 672 V. W. N. (1897) 29 . . . 647, 1133 Somerville's Case, Re, Empire Assurance Corporation (1871), 4 Ch. App. 266; 40 L. J. (ch.) 431 ; 23 L. T. 882; 19 W. R. 453 250, 1251 Somes V. Currie (1885), 1 K. & J. 605 ; 1 Jur. (n. s.) 954 . 1409, 1440 Sorsbie v. Tea Corporation, Ltd., Re Tea Corporation, Ltd. See Tea Corporation, Ltd., Re, Sorsbie ?;. Tea Corporation, Ltd. South African and General Investment and Trust Co., Ee (1912), Times Newspaper, October 16th . . . . . .802 South African Breweries v. King, [1899] 2 Ch. 173 ; 68 L. J. (ch.) 530 ; 81 L. T. 76 ; 47 W. R. 681 ; 15 T. L. R. 442 ; affirmed [1900] 1 Ch. 273 ; 69 L. J. (ch.) 171 ; 82 L. T. 32 , 48 W. R. 289 ; 16 T. L. R. 172, C. A. ...... 211,836 South African Supply and Cold Storage Co., Re, Wild v. South African Supply and Cold Storage Co., [1904] 2 Ch. 268 ; 73 L. J. (CH.) 657 ; 91 L. T. 447 ; 52 W. R. 649 ; 12 Mans. 76 . 552, 1443 South African Territories v. Wallington, [1897] 1 Q. B. 692 ; 66 L. J. (Q. B.) 551 ; 76 L. T. 520; 45 W. R. 467, C. A. . . . 538 V. [1898] A. C. 309 ; 67 L. J. (Q. B.) 470 ; 78 L. T. 426 ; 46 W. R. 545 ; 14 T. L. R. 298 . 223, 538, 619 South African Trust and Finance (1896), 74 L. T. 769, C. A. ; affirmed siib nom. Hirsch v. Burns (1898), 77 L. T. 377 . . 214 South American and Mexican Co. (1893) (unreported) . . . 1072 South Australian Petroleum Fields, Re, W. N. (1894) 189 . .1443 South Barrule Slate Quarry Co., Re (1869), L. R. 8 Eq. 688 . . 1010 South Blackpool Hotel Co., Re, Ex parte James (1869), L. R. 8 Eq. 225 ; 38 L. J. (ch.) 616 ; 21 L. T. 258 ; 18 W. R. 5 . . . 542, 718, 1385 Re, Mgotti's Case. See Migotti's Case, Re South Blackpool Hotel Co. South Durham Brewery Co., Re (1885), 31 Ch. D. 261 ; 55 L. J. (ch.) 179 ; 53 L. T. 928 ; 34 W. R. 126, C. A. ... 89, 377 South Durham Iron Co., Re, Smith's Case. See Smith's Case, Re South Durham Iron Co. South Eastern of Portugal Rail. Co., Re (1889), 17 W. R. 982 . . 1027 South Eastern Railway of Portugal, Re (1870), 21 L. T. 220; 17 W. R. 809 1174 South Essex Estuary and Reclamation Co., Re (1868), 18 L. T. 178 . 966 — — Re, Ex parte Paine and Layton (1869), 4 Ch. App. 215 1171,1178 South Essex Estuary Co., Re, Ex parte Chorley. See Chorley, Ex parte. Re South Essex Estuary Co. South Essex Gas Light and Coke Co., Re, Hullot's Case, j See Mullet's Case, Re South Essex Gas Light and Coke Co. S.C.L. 15 ccxviii Table of Cases PAGE South Hetton Coal Co. v. North Eastern NewB Association, [1894] 1 Q. B. 133 ; 63 L. J. (q. b.) 293 ; 69 L. T. 844 ; 58 J. P. 196 ; 42 W. R. 322 ; 9 R. 240, C. A 465 South Kensington Co-operative Stores, Ee (1881), 17 Ch. D. 161 ; 50 L. J. (CH.) 446 ; 44 L. T. 471 ; 29 W. R. 662 1020, 1021, 1022, 1144 South Llanharran Colliery Co., Ee, Ex 'parte Jegon (1879), 12 Ch. D. 503 ; 41 L. T. 567 ; 28 W. R. 194, C. A 105 South London Fish Market Co., Ee (1888), 39 Ch. D. 324 ; 60 L. T. 68 ; 37 W. R. 3 ; 1 Meg. 92, C. A. . . 409, 900, 1269, 1281, 1282 South of England Natural Gas and Petroleum Co., Ee, [1911] 1 Ch. 573 ; 80 L. J. (ch.) 358 ; 104 L. T. 378 ; 55 Sol. Jo. 442 ; 18 Mans. 241 254, 257, 274, 285 South of France Potteries Association, Ee (1877), 36 L. T. 651 . . 913 South of France Pottery Works Syndicate, Ee (1877), 37 L. T. 260 ; 25 W. R. 870 1030 South of Ireland Colliery Co. v. Waddle (1868), L. R. 3 C. P. 463 ; 37 L. J. (cp.) 211 ; 18 L. T. 405 ; 16 W. R. 756 .. . 387 South Staffordshre Tramways, Ee (1894), 1 Mans. 292 ; 8 Rep. 288 902, 947, 968, 981, 988 South Wales Atlantic Steamship Co., Ee (1876), 2 Ch. D. 763 ; 46 L. J. (CH.) 177 ; 35 L. T. 294, C. A. . . . 7, 907, 944 South Western of Venezuela (Barquisimeto) Rail. Co., Ee, [1902] 1 Ch. 701 ; 71 L. J. (CH.) 407 ; 86 L. T. 321 ; 50 W. R. 400 ; 9 Mans. 193 425, 437, 438, 567 Southall V. British Mutual Life Assurance Society (1871), 6 Ch. 614 ; 40 L. J. (CH.) 698 ; 19 W. R. 865 . . . 406, 440, 868, 1441, 1445 Southampton, etc.. Boat Co., Ee, Bird's Case. See Bird's Case, Ee, Southampton, etc.. Boat Co. Southampton, etc., Steam Boat Co. v. Rawlins (1863), 11 W. R. 978 390 Southern Brazilian Rio Grande do Sul Rail. Co., Ltd., Ee, [1905] 2 Ch. 78 ; 74 L. J. (ch.) 392 ; 92 L. T. 598 ; 53 W. R. 489 ; 21 T. L. R. 451 ; 12 Mans. 323 . . , 83, 88, 89, 377, 523, 555 Southern Coimties Deposit Bank v. Ryder and Kirkwood (1895), 73 L. T. 374, C. A 456, 1426 Southsea Garage, Ltd., Ee (1911), 27 T. L. R. 295 ; 55 Sol. Jo. 314 . 925, 926 Sovereign Life Assurance Co., i?e (1889), 42 Ch. D. 540; 58 L. J. (CH.) 811; 61 L. T. 455; 38 W. R. 58 . . . . 868, 869 Ee, [1892] 3 Ch. 279 ; 62 L. J. (ch.) 36 ; 67 L. T. 336 ; 41 W. R. 1, C. A. . 1270, 1298 V. Dodd, [1892] 1 Q. B. 405 ; affirmed [1892] 2 Q. B. 573 ; 62 L. J. (q. b.) 19 ; 67 L. T. 396 ; 41 W. R. 4, C. A 837, 840, 1379, 1386, 1387 Spackman, ^xparie (1849), 1 Mac. & G. 170 . . . .914 Spackman v. Evans (1868), L. R. 3 H. L. 171 ; 37 L. J. (ch.) 752 ; 19 L. T. 151 .... 97, 325, 327, 449, 490, 1270 Spanish Prospecting Co., Ltd., In re, [1911] 1 Ch. 92 ; 80 L. J. (ch.) 210 ; 103 L. T. 609 ; 27 T. L. R. 76 ; 55 Sol. .Jo. 63 ; 18 Mans. 191, C. A 98, 102, 104, 354, 438, 439, 485, 1408 Spargo's Case, Re Harmony and Montague Tin and Copper Mining Table of Cases ccxix PAGE Co. (1873), 8 Ch. App. 407 ; 42 L. J. (cii.) 488 ; 28 L. T. 153 ; 21 W. R. 306 308, 314, 316, 526, 1243 Sparks v. Liverpool Waterworks (1807), 13 Ves. 428 .. . 325 Sponco V. Coleman, [1901] 2 K. B. 199 ; 70 L. J. (k. b.) 632 ; 84 L. T. 703 ; 49 W. R. 516 ; 17 T. L. R. 469, C. A. . . .1104,1411 Spenco's Case (1853), 17 Beav. 203 1255 Spenco's Patent Non-Conducting Composition and Cement Co., He (1869), L. R. 9 Eq. 9; 39 L. J. (ch.) 79; 21 L. T. 413; 18 W. R. 82 992 Spencer's Case, Be Medical, Invalid, and General Life Assurance Society (1871), 6 Ch. D. 362 ; 40 L. J. (ch.) 455 ; 24 L. T. 455 ; 19 W. R. 491 869 Spoyer Brothers v. Inland Revenue Commissioners, [1907] 1 K. B. 246 ; 76 L. J. (k. b.) 186 ; 96 L. T. 70 ; 23 T. L. R. 145, C. A. ; [1908] A. C. 92 ; 77 L. J. (k. b.) 302 ; 98 L. T. 286 ; 24 T. L. R. 257 ; 52 Sol, Jo. 222 571, 572 Spiers & Co. v. Central Building Co., [1911] S. C. 331 . . 945, 983 Spiers and Pond, Ee (1895), 13 Rep. 838 ; 2 Mans. 596 . . . 806 Spiller V. Paris Skating Rink (1878), 7 Ch. D. 368 ; 46 W. R. 456 190, 191 V. Tui-ner, [1897] 1 Ch. 911 ; 66 L. J. (ch.) 435 ; 76 L. T. 622 ; 45 W. R. 549 359 Spink, Re (1913), 108 L. T. 572 ; 57 Sol. Jo. 445 ; 29 T. L. R. 420 . 194 Spink, iSe (No. 2) (1913), 108 L. T. 811 1073 Spiral Globe, Ltd., Re, Watson v. Spiral Globe, Ltd. (No. 2), [1902] 2 Ch. 209 ; 71 L. J. (ch.) 538 ; 86 L. T. 499 ; 18 T. L. R. 532 625, 630, 642 Spiral Wood Cutting Co., Re. See Stock and Share Auction and Banking Co., Re. Spitzel V. Chinese Corporation (1899), 80 L. T. 347 ; 15 T. L. R. 281 ; 6 Mans. 355 244, 245 Spokes V. Grosvenor and West-end Railway Terminus Hotel Co., [1897] 2 Q. B. 124 ; 66 L. J. (q. b.) 572 ; 76 L. T. 679 ; 45 W. R. 546 ; 13 T. L. R. 431, C. A 363, 472 Spottiswoode, Dixon, and Hunting, Ltd., Re, [1912] 1 Ch. 410 ; 106 L. T. 23 ; 28 T. L. R. 214 ; 56 Sol. Jo. 272 . . . 560, 1128 Springbok Agricultural Estates, Re, [1920] 1 Ch. 563 . 152, 353, 1408 Spurrier v. La Cloche, [1902] A. C. 446 ; 71 L. J. (p. c.) 101 ; 86 L. T. 631 ; 51 W. R. 1 ; 18 T. L. R. 606 .... 211,836 Squire (Henry) Cash Chemist v. Ball, Baker & Co. (1911), 106 L. T. 197 ; 27 T. L. R. 269 ; affirmed 28 T. L. R. 81, C. A. . . 490 Stace's and Worth's Cases, Re, London and Northern Insurance Corporation (1869), 4 Ch. App. 682 ; 21 L. T. 182 ; 17 W. R. 751 249, 1251 Stacey & Co. v. Wallis (1912), 106 L. T. 544; 28 T. L. R. 209 . 381, 384 Staffordshire Financial Co. (1911) (unreported) .... 936 Stafiordshire Gas and Coke Co., Re, [1893] 3 Ch. 523 ; 63 L. J. (CH.) 68 ; 69 L. T. 376 . 715, 1144 Re, Ex parte Nicholson (1892), 66 L. T. 413 432 Stamp Duties Commissioners v. Broken Hill South Extended [1911], A. C. 439 ; 80 L. J. (p. c.) 130 ; 104 L. T. 755 . . . 198 Stamps Commissioners a. Queensland Meat Export Co. See Commis- sioners of Stamps V. Queensland Meat Export Co. Stancomb v. Trowbridge Urban District Council, [1910] 2 Ch. 190; 79 L. J. rcH.) 519 ; 102 L. T. 647 ; 74 J. P. 210 ; 26 T. L. R. 407 ; 54 Sol. Jo. 458; 8 L. G. R. 631 .239 ccxx Table of Cases PAGE Standard Gold Mining Co., Be, [1895] 2 Ch. 545 ; 64 L. J. (ch.) 790 ; 73 L. T. 285 ; 44 W. R. 63 ; 2 Mans. 463 ; 13 R. 692 . 1183, 1184 Standard Manufacturing Co., Be, [1891] 1 Ch. 627 ; 60 L. J. (ch.) 292 ; 64 L. T. 487 ; 39 W. R. 369 ; 2 Meg. 418, C. A. . 532, 536 Standard Portland Cement Co., Be (1890), 59 L. J. (ch.) 408; 62 L. T. 822 . . . 997 Standard Rotary Machine Co., i?e (1907), 95 L. T. 829 . . .535 Standring (Herbert) & Co., Be, W. N. (1895) 99 . . . .944 Stanhope's Case, Be Agriculturist Cattle Insurance Co. (1865), 1 Ch. App. 161 ; 35 L. J. (cH.) 296 ; 14 L. T. 468 ; 12 Jur. (n. s.) 79 ; 14W. R. 266 325 Stanhope Silkstone Collieries Co., Be (1879), 11 Ch. D. 160 ; 48 L. J. (CH.) 409 ; 40 L. T. 204 ; 27 W. R. 561, C. A. . . 1023, 1349 Stanley's Case, Be British Provident etc. Association (1864), 4 De G. J. & S. 407 ; 33 L. J. (ch.) 535 ; 10 L. T. 674 ; 12 W. R. 894, C. A. 524 Staple of England (Merchants) v. Bank of England (Governor & Co.) (1887), 21 Q. B. D. 160 ; 57 L. J. (q. b.) 418 ; 52 J. P. 580 ; 36 W. R. 880 ; C. A 349, 387, 436, 447 Stapleford Colliery Co., Be, Barrow's Case. See Barrow's Case, Be Stapleford Colliery Co. Staples V. Eastman Photographic Materials Co., [1896] 2 Ch. 303 ; 65 L. J. (CH.) 682 ; 74 L. T. 479, C. A 358 Stapleton, Ex parte. Be Nathan (1879), 10 Ch. D. 586 ; 40 L, T. 14 ; 27 W. R. 327, C. A 1017 StarandGarterHotelCo., iJe (1873), 42 L. J. (CH.)374; 28 L. T. 258 1457 Star Fire and Burglary v. Davidson (C.) and Sons (1902), 4 Fraser, 997 390 Star Steam Laundry Co. v. Dukas (1913), 108 L. T. 367; 57 Sol. Jo. 390; 29T. L. R. 269 426 Stark, Ex parte. Be Consort Deep Level Gold Mines, [1897] 1 Ch. 575 ; 66L. J. (CH.) 122; 76L. T. 300; 45 W. R. 227, C. A. . 216 V. Fife Coal Co. (1899), 1 Fraser, 1173; 36 S. L. R. 922; 7 S. L. T. 130 105 Starkey v. Bank of England, [1903] A. C. 114 ; 72 L. J. (cH.) 402 ; 88 L. T. 244 ; 51 W. R. 513 ; 19 T. L. R. 312 ; 8 Com. Cas. 142 . 330 State Fire Insurance, Be (1863), 1 H. & M. 457 ; 1 De G. J. & S. 634 33 L. J. (CH.) 123 1298, 1299 State Fire Insurance Co., Be, Ex parte Times Insurance Co. (1865), 34 L. J. (CH.) 436 ; 10 Jur. (n. s.) 1176 11 L. T. 489 ; 13 W. R. 152 . . 1336 Be, Webster's Case. See Webster's Case, Be State Fire Insurance Co. State of Wyoming Syndicate, Be, [1901] 2 Ch. 431 ; 70 L. J. (ch.) 727 ; 84 L. T. 868 ; 49 W. R. 650 ; 17 T. L. R. 631 . . 456, 476, 1426 Steam Stoker Co., Be (1875), L. R. 19 Eq. 416 ; 44 L. J. (ch.) 386; 32 L. T. 143 ; 23 W. R. 545 948 Stearic Acid Co., Be (1863), 32 L. J. (ch.) 784 ; 8 L. T. 759 ; 9 Jur. (n. s.) 1066; 11 W. R. 980 1427 Steele V. North MetropoHtan Railway (1867), L. R. 2 Ch. 237; 36 L. J. (CH.) 540 ; 16 L. T. 192 ; 15 W. R. 597 . . . . 91 Steele's Case, Be Portuguese Consolidated Copper Mines. See Portuguese Consolidated Copper Mines, Be, Steele's Case. Stenotyper, Ltd., Be, Hastings Brothers v. Stenotyper, Ltd., [1901] 1 Ch. 250 ; 70 L. J. (ch.) 94 ; 84 L. T. 140 ; 17 T. L. R. 151 8 Mans. 203 1228 i Table of Cases ccxxi Stephens v. Mysore (Kangundy) Mining Co., [1902] 1 Ch. 745 ; 71 L. J, (CH.) 295 ; 8G L. T. 221 ; 50 W. R. 509 ; 18 T. L. R. 327 ; 9 Mans. 199 G8 Stephenson's Case (1876), 45 L. J. (ch.) 488 417 Stephenson (Robert) & Co., Re, [1913] 2 Ch. 201 ; 107 L. T. 33; 56 Sol. Jo. 648, C. A 562 Stern v. Schwabacher, Ee Schwabacher. See Schwabacher, Re, Stern V. Schwabacher. Stevens (W. A.), Re (1912), 0070 839 Stevens u. Hoare (1904), 20 T. L. R. 407 282 V. South Devon Railway (1851), 9 Hare, 313 ; 20 L. J 491 Stevenson, Ex parte (1863), 32 L. J. (ch.) 96 (CH.) 90, 91 35 Ex parte. Re Cleveland Iron Co. (1867), 16 W. R. 95 . 276 Stevenson's and Quin's Cases, Re New Durham Salt Co. See New Durham Salt Co., Re, Stevenson's and Quin's Cases. Stewart, Ex parte. Re Shelley (1864), 4 De G. J. & S. 543 ; 34 L. J. (BCY.) 6; 11 Jur. (n.s.) 356; 11 L. T. 554; 13 W. R. 356 231 Re, Ex parte Pottinger. SeeFottinger, Ex parte. Re Stevravt. V. Austin (1867), L. R. 3 Eq. 299 ; 15 L. T. 407 ; 15 W. R. 122 267, 275 V. Crigglestone Coal Co., Re Crigglestone Coal Co. See Crigglestone Coal Co., Re, Stewart v. Crigglestone Coal Co. V. Keiller (James) (1902), 4 Eraser, 657 . . . . 338 V. Lupton (1874), 22 W. R. 855 374 Stewart's Case, Re Russian (Vyksounsky) Ironworks Co. (1866), 1 Ch. App. 574 ; 34 L. J. (ch.) 738 ; 14 L. T. 817 ; 12 Jur. (n. s.) 755 ; 14 W. R. 943 . . . . . . . . 236, 275 Stewart and Brother, Be, VV. N. (1880) 15 966 Stewart Precision Carburettor (1912), 28 T. L. R. 335 . . 829, 832 Stock and Share Auction and Banking Co., Re, Re Spiral Wood Cutting Co., Re Hull Land and Property Investment Co., [1894] 1 Ch. 736 ; 63 L. J. (ch.) 245 ; 70 L. T. 235 ; 42 W. R. 300 ; 1 Mans. 125 ; 8R. 172 934, 1105 Stock's Case, Roney's Case, Re Llanharry Haematite Iron Co. (S'ee Roney's Case, Stock's Case, Re Llanharry Haematite Iron Co. Stocken's Case, Re Blakeley Ordnance Co. (1868), 3 Ch. App. 412 ; 37 L. J. (CH.) 230 ; 17 L. T. 554 ; 16 W. R. 322 . . 327, 1269 Stocker v. Wedderburn (1857), 3 K. & J. 393 ; 26 L. J. (ch.) 713 ; 5 W. R. 671 193 Stocks (Joseph) & Co., Re (1909), 26 T. L. R. 41 ; [1912] 2 Ch. 134 n 554, 569 Stockton Iron Furnace Co., Re (1879), 10 Ch. D. 335 ; 48 L. J. (ch.) 417 ; 40 L. T. 19 ; 27 W. R. 433 . . . 1012, 1022, 1166, 1350 Stockton Malleable Iron Co., Re (1875), 2 Ch. D. 101 ; 45 L. J. (ch.) 168 323, 336 Stone V. City and County Bank (1877), 3 C. P. D. 282 ; 47 L. J. (c. p.) 681 ; 38 L. T. 9, C. A. . . 275, 458, 1307, 1426, 1427, 1436, 1451 Stone's Case (1850), 3 De G. & Sm. 220 1272 Storey, Ex parte (1890), 62 L. T. 791 ; 2 Meg. 266 . . . . 274 Ex parte. Re Lennox Publishing Co. Sec Lennox Publishing Co., Re, Ex parte Storey. Stoughton V. Reynolds (1736), 2 Str. 1045; Cas. temp. Hard, 274; Fortescue, 168 464 Straffon's Executor's Case (1852), J Do U. M. & G. 576 ; 16 Jiu-. 435 . 1262 ccxxii Table of Cases PAGE Strand Hotel Co., Re, W. N. (1868) 2 1028 Strand Music Hall, Re (1865), 3 De G. J. & S. 147 ; 13 L. T. 177 ; 14 W. R. 6, C. A 538 Strand Wood Co., Re, [1904] 2 Ch. 1 ; 73 L. J. (CH.) 550 ; 90 L. T. 800 ; 53 W. R. 69 ; 11 Mans. 291, C. A. 389, 1143, 1144, 1200, 1426 Strang, Ex parte. Re Universal Banldng Corporation (1870), 5 Ch. App, 492; 39 L. J. (ch.) 644; 22 L. T. 85; 18 W. R. 475 1302, 1304, 130G Stranton Iron and Steel Co., Re (1873), L. R. 16 Eq. 559 ; 43 L. J. (CH.) 215 337 ■ Re, Bamett's Case. See Bamett's Case, Re Stranton Iron and Steel Co. Strapp V. Bull, Sons & Co., [1895] 2 Ch. 1 ; 64 L. J. (CH.) 658 ; 72 L. T. 514 ; 43 W. R. 641 ; 2 Mans. 441 ; 12 R. 387, C. A. . 674 Strathmore (Earl) v. Vane, Re Bowes. See Bowes, Re, Strathmore (Earl) V. Vane. Stratton's Independence, Re (1916), 33 T. L. R. 98 . . . . 988 Strawbridge, Re, Ex parte Hickman (1883), 25 Ch. D. 266 ; 53 L. J. (CH.) 323 ; 49 L. T. 638 ; 32 W. R. 173, C. A. ... 558 Stray v. RusseU (1859), 1 E. & E. 888 ; 29 L. J. (q.b.) 115 ; 1 L. T. 443; 6Jur. (n. s.)168; 8W. R. 240; affirmed (1860), 1 E. &E. 916 1277 Streatham and General Estates Co., Re, [1897] 1 Ch. 15 ; 66 L. J. (CH.) 57 ; 75 L. T. 574 ; 45 W. R. 105 524 Stringer, E'xpar^e (1882), 9 Q. B. D. 438 336 Stringer's Case, Re, Mercantile Trading Co. (1869), L. R. 4 Ch. 475 ; 20 L. T. 502 ; 17 W. R. 654 . . . . 98, 400, 1194, 1199 Strong V. Carlyle Press, [1893] 1 Ch. 268 ; 62 L. J. (CH.) 541 ; 68 L. T. 396; 41 W. R. 404; 2 R. 283, C. A 663 _ V. (No. 2), W. N. (1893) 51 . . . .390 Stroud V. Lawson, [1898] 2 Q. B. 44; 67 L. J. (q. b.) 718 ; 78 L. T. 729 ; 46 W. R. 626 ; 14 T. L. R. 421 283 Stroud V. Royal Aquarium and Summer and Winter Garden Society, Ltd. (1903), 89 L. T. 243: 19 T. L. R. 656 . . 86,406,1409 Stuart V. Maskelyne British Typewriter, Ltd., Re Maskelyne Britisli Typewriter, Ltd. See Maskelyne British Typewriter, Ltd., Re, Stuart V. Maskelyne British Typewriter, Ltd. Stuart's Trusts, Re (1876), 4 Ch. D. 213 ; 46 L. J. (ch.) 86 ; 35 L. T. 788 ; 25 W. R. 295 105 Stubbs V. Lister (1841), 1 Y. & C. (ch.) 81 95 Stubbs V. Slater, [1910] 1 Ch. 632 ; 79 L. J. (ch.) 420 ; 102 L. T. 444, C. A 221 Stubbs (Joshua), Ltd., Re, Barney v. Stubbs (Joshua), Ltd., [1891] 1 Ch. 475 ; 60 L. J. (ch.) 190 ; 64 L. T. 306 ; 39 W. R. 617, C. A. . 557, 663 Studderfc v. Grosvenor (1880), 33 Ch. D. 528; 55 L. J. (ch.) 689; 55 L. T. 171 ; 50 J. P. 710 ; 34 W. R. 754 , . 82, 86, 407, 410 Sturgis (British) Motor Power Sj^ndicate, Re (1866), 53 L. T. 715; 34 W. R. 163 953 Sturmey Motors, Re, [1913] 1 Ch. 19; 82 L. J. (cH.) 68; 107 L. T. 523 ; 57 Sol. Jo. 44 673 Suburban Hotel Co., Re (1867), 2 Ch. App. 737 ; 36 L. J. (CH.) 710 ; 17 L. T. 22 ; 15 W. R. 1096 . . 69, 914, 916, 917, 984, 988 Suffield (Lord) v. Inland Revenue Commissioners, [1908] 1 K. B. 865 ; 77 L. J. (K. B.) 746 ; 98 L. T. 405 ; 24 T. L. R. 371 ; 15 Mans. 233 565, 572 Table of Cases ccxxiii PAGE Suffield and Watts, Re, Ex parte Brown (1888), 20 Q. B. D. 693 ; 58 L. T. 911 ; 36 W. R. 584 ; 5 Morr. 83, C. A. . . . 1009, 1087 Sullivan v. Mitcalfe (1880), 5 C. P. D. 455 ; 49 L. J. (c. p.) 815 ; 44 L. T. 8 ; 29 W. R. 181, C. A 253 Sumatra Tobacco Plantation Co., Re, W. N. (1898) 80 . . 773, 779 Sunderland 32nd United Building Society, Re, Ex parte Jackson (1888), 21 Q. B. D. 349 ; 37 W. R. 95 1417 Sunlightlncandescent Gas Lamp Co., 2?c (1900), 16T. L. R. 535 407, 1194 Re, [1900] 2 Ch. 728; 69 L. J. (CH.) 873 ; 83 L. T. 406 . . 1084, 1425, 1431 Surma Valley Sawmills, [1917] S. C. 105 998 Suse, Re, Ex parte Dover (No. 2). See Dever, Ex parte. Re Suse (No. 2). Sussex Brick Co., Re, [1904] 1 Ch. 598 ; 73 L. J. (ch.) 308 ; 90 L. T. 426 ; 52 W. R. 371 ; 11 Mans. 66, C. A. . . 23.5, 237, 270, 460, 1241, 1274, 1436, 1442 Sutton V. English and Colonial Produce Co., [1902] 2 Ch. 502 ; 71 L. J. (CH.) 685 ; 87 L. T. 438 ; 50 W. R. 571 ; 18 T. L. R. 647 ; 10 Mans. 101 420 Sutton's Case (1850), 3 DeG. & Sm. 262; 14 Jut. 966 . . . 1296 Swabey v. Port Darwin (1889), 1 Meg. 385, C. A. . 118, 120, 416, 437, 439 Swan, iJe (1859), 7C. B. (N. s.) 400; 30 L. J. (c. P.) 113 . . 235 V. North British Australasian Co. (1863), 2 H. & C. 175 ; 32 L. J, (EX.) 273; 10 Jur. (N. s.) 102; 11 W. R. 802 , . . .349 Swan Brewery Co. v. R., [1914] A. C. 231; 83 L. J. (p. c.) 134; 110 L. T. 211; 30T. L, R. 199 355 Swan's Case, Re, Bank of Hindustan, China, and Japan (1870), L. R. lOEq. 675; 22 L. T. 854; 18 W. R. 1017 .... 1177 Swony V. Smith (1869), L. R. 7 Eq. 324 ; 38 L. J. (ch.) 440 . . 328 Swire, Re, Mellor v. Swire (1877), 21 Ch. D. 647 ; 46 L. T. 437 ; 30 W. R. 525, C. A 649 V. Francis (1877), 3 App. Cas. 100; 47 L. J. (p. c.) 18; 37 L. T. 554 209 Sydney Harbour Collieries V. Grey (Earl) (1898), 14 T. L. R. 373 . 217 Syers v. Brighton Brewery Co. (1864), 11 L. T. 560 ; 13 W. R. 220 . 69 Sykos V. Beadon (1879), 11 Ch. D. 170 ; 48 L. J. (ch.) 522 ; 40 L. T. 243 ; 27 W. R. 464 7, 552 Syko's Case, Re, European Central Rail. Co. (1872), L. R. 13 Eq. 255 ; 41 L. J. (ch.) 251 ; 26 L. T. 92 . . 312, 398, 440, 1227, 1306 Symington v. Symington Quarries, Ltd. (1906), 8 Fraser, 121 . 914, 919 Symon's Case, Re Asiatic Banking Corporation (1870), 5 Ch. App. 298 ; 39 L. J. (ch.) 461 ; 22 L. T. 217 ; 18 W. R. 360 . . 1264 Syrian Ottoman Rail. Co., /?e (1904), 20 T. L. R. 217 . . . 905 T. Tackey v. McBain, [1912] A. C. 186; 81 L. J. (p. c.) 130; 100 L T. 220 279 Tadman v. D'Epinouil, Re D'Epinouil (Count). Sec D'Epinouil (Count), Re, Tadman v. D"Epineuil. Taff Vale Railway Co. v. Amalgamated Society of Railway Servants, [1901] A. C. 420 ; 70 L. J. (k. b.) 9J5 ; 85 L. T. 147 ; 65 J. P. 596; 50W. R. 44; 17T. L. R. 09S 1287 ccxxiv Table of Cases Tahiti Cotton Co., Re, Ex parte Sargent. See Sargent, Ex parte, Re Tahiti Cotton Co. . Tait V. Macleay. See Macleay v. Tait. Taite's Case, Re Russian (Vyksounsky) Ironworks Co. (1867), L. R. 3 Eq. 795 ; 36 L. J. (CH.) 475 ; 16 L. T. 34.3 ; 15 W. R. 891 . 275 Tal-y-Dews Slate Co., Re, Mackley's Case. See Mackley's Case, Re Tal-y-Dews Slate Co. Talbot's (Lord) Case (1852), 5 De G. & Sm. 386 .... 1298 TaltalChiliNitrateCo., i2e(1896), 73 L. T. 422, C. A. . . . 1368 Tambracherry Estates Co.,i?e (1885), 29 Ch. D. 683; 54 L. J. (ch.) 792 ; 52 L. T. 712, C. A 745, 772 Tamplin's Case, Re Canadian (Direct) Meat Co., W. N. (1892) 94, 146, C. A 272 Tarapaca and Tocopilla Nitrate Co., Re, [1917] W. N. 356 . 747, 752 Tarn v. Emmerson, Re Leng. See Leng, Re, Tarn v. Emmerson. Tasker (W.) and Sons, Ltd., Re, Hoare v. Tasker (W.) and Sons, Ltd.. [1905] 2 Ch. 587 ; 74 L. J. (ch.) 643 ; 93 L. T. 195 ; 54 W. R. 65 ; 21 T. L. R. 736 ; 12 Mans. 302, C. A. . . 544, 545, 552 Tatham v. Palace Restaurants, Ltd. (1909), 53 Sol. Jo. 743 . . 268 Taunton v. Royal Insurance Co. (1864), 2 H. & M. 135 ; 33 L. J. (ch.) 406 ; 10 Jut. (n. s.) 291 ; 12 W. R. 549 . . 84, 86 V. Warwickshire (Sheriff), [1895] 1 Ch. 734; 64 L. J. (ch.) 497 ; 72 L. T. 460 ; 43 W. R. 579 ; 2 Mans. 238 ; 13 R. 363 ; affirmed, [1895] 2 Ch. 319 ; 64 L. J. (ch.) 497 ; 72 L. T. 712 ; 13 R. 368, n., C. A 536 Taunton, Delmard, Lane & Co., Re, Christie v. Taunton, Delmard, Lane & Co. See Christie v. Taunton Delmard, Lane & Co., Re Taunton, Delmard, Lane & Co. Taurine Co., Re (1883), 25 Ch. D. 118 ; 53 L. J. (ch.) 271 ; 49 L. T. 514 ; 32 W. R. 129, C. A. . 334, 342, 427, 1262, 1269, 1275, 1278, 1417, 1453, 14.54 Taurine Co., i2e, Anning and Cobb's Case (1878), 38 L. T. 53 . . 1442 Taverono Mining Co., Re, Pritchard's Case. See Pritchard's Case, Re Taverone Mining Co. Tavistock Ironworks Co., Re (1871), 24 L. T. 605 ; 19 W. R. 672 . 1085 Re, Lyster's Case. See Lyster's Case, Re Tavistock Ironworks Co. Tayler v. Great Indian Peninsula (1859), 4 De G. & J. 559; 28 L. J. (CH.) 285; 5 Jur. (n. s.) 1087 ; 7 W. R. 182 . . . . 349 Taylor, Ex parte (1857), 1 De G. & J. 302 ; 26 L. J. (bcy.) oS ; 3 Jur. (N. s.) 753 ; 5 W. R. 669 1374 Ex parte. Re Goldsmid (1887), 18 Q. B. D. 295 ; o^i L. J. (q. b.) 195 1225, 1226 • — — — Ex parte. Re Potts. See Potts, Re, Ex parte Taylor. Re, Ex parte Xorvell, [1910] 1 K. B. 562 ; 79 L. J. (k. b.) 610 ; 102 L. T. 84 ; 17 Mans. 145 1387 • Re, Ex parte Taylor, [1901] 1 K. B. 744 ; 70 L. J. (k. b.) 531 ; 84 L. T. 426 ; 49 W. R. 510 ; 8 Mans. 230 . . . 1010 Ltd., Re, Miller v. Taylor (1916), 86 L. J. (ch.) 49; 115 L. T. 756 191 V. Cole (1789), 3 Term. Rep. 292 1347 V. Eekersley (1876), 2 Ch. D. 302; 45 L. J. (en.) 527; 34 L. T. 637 ; 24 W. R. 450 660 V. Hughes (1844), 2 Jo. & Lat. 24 ; 7 Ir. Eq. R. 529 . .1262 V. Loudon and County Banking Co., [1901] 2 Ch. 231 ; 70 L. J. Table of Cases ccxxv (CH.) 477 ; 84 L. T. 397 ; 49 W. R. 451 ; 17 T. L. R. 413, C. A 347 Taylor v. Oil and Ozokerite Co. (1913), 29 T. L. R. 515 . . . 274 V. Pilsen, Joel and General Electric Light Co. (1884), 27 Ch. D. 268 ; 53 L. J. (ch.) 856 ; 50 L. T. 480 ; 33 W. R. 134 . 455 V. Taylor (1870), L. R. 10 Eq. 477 ; 39 L. J. (ch.) 676 ; 18 , W. R. 1102 . 1257 Taylor's Agreement Trusts, Re, [1904] 2 Ch. 737 ; 73 L. J. (ch.) 557 ; 52 W. R. 602 ; 21 R. P. C. 722 .... 560,1126,1127 Taylor's and William's Cases, Re Railway Steel and Plant Co. See Railway Steel and Plant Co., Re, Taylor's and William's Cases. Taylor's, Phillips', and Richard's Cases, Re National Bank of Wales. See National Bank of Wales, Re, Taylor's, Phillips', and Richard's Cases. Tea Corporation, Ltd.,i?e, Sorsbie v. Tea Corporation, Ltd., [1904] 1 Ch. 12 ; 73 L. J. (ch.) 57 ; 89 L. T. 516 ; 52 W. R. 177 ; 20 T. L. R. 57 ; 11 Mans. 34, C. A. . . 836, 838, 842, 864, 1011 Tean Friendly Society, 72e (1913), 58 Sol. Jo. 234 . . 449, 903 Teasdale's Case, Re, Comity Palatine Loan and Discount Co. (1873), 9 Ch. App. 54 ; 43 L. J. (ch.) 578 ; 29 L. T. 707 ; 22 W. R. 286 . 94, 96, 455 Teede and Bishop, Ltd., i2e, [1901] W. N. 52 ; 70 L. J. (ch.) 409 ; 84 L. T. 561 ; 17 T. L. R. 282 ; 8 Mans. 217 . . 459, 1427, 1451 Tees Bottle Co., Re (1878), 38 L. T. 145 . . . . 340 Re, Davies' Case (1876), 33 L. T. 834 . . . 236 Telegraph Construction Co., Re (1870), L. R. 10 Eq. 384; 39 L. J. (CH.) 723 ; 22 L. T. 649 ; 18 W. R. 729 . . . 739, 772, 1377 Telescriptor Syndicate, Re, [1903] 2 Ch. 174 ; 72 L. J. (ch.) 480 ; 88 L. T. 389 ; 51 W. R. 409 ; 19 T. L. R. 271 ; 10 Mans. 213 . lOlO Tame Valley Rail. Co., Re, Forbes' Case. See Forbes' Case, Re Tome Valley Rail. Co. Tempest, Ex parte. Craven v. Marshall (1871), 6 Ch. App. 70 ; 40 L. J. (BCY.) 22 ; 23 L. T. 650 ; 19 W. R. 137 . . . . 1226 Temple Fire and Accident Assiu'ance Co.. Re (1910) 129 L. T. Jo. 115 1432 Tenby Corporation v. Mason, [1908] 1 Ch. 457 ; 77 L. J. (ch.) 230 ; 98 L. T. 349 ; 72 J. P. 89 ; 24 T. L. R. 254 ; 6 L. G. R. 233, C. A. . 465, 406 Tendring Hundred Waterworks Co. v. Jones, [1903] 2 Ch. 615 ; 73 L. J. (CH.) 41 ; 52 W. R. 61 ; 19 T. L. R. 720 . . . . 445 Tennent, Re, Ex parte Grimwade. See Grimwade, Ex parte. Re Tennant. V. City of Glasgow Bank (1879), 4 App. Cas. 615 . 276,1436 Tewkesbury Gas Co., Ltd., Re, Tysoe v. The Co., [1911] 2 Ch. 279 ; 80 L. J. (CH.) 590; 105 L. T. 300; 27 T. L. R. 511 ; 55 Sol. Jo. 616 ; 18 Mans. 301 ; affirmed, [1912] 1 Ch. 1 ; 80 L. J. (cH.) 723 ; 105 L. T. 569 ; 28 T. L. R. 40 ; 56 Sol. Jo. 71 ; 18 Mans. 395, C. A 540, 547, 554 Texas Land and Cattle Co. v. Inland Revenue Commissioners (1888), 16 Rettie, 69 571 Thairlwall v. Great Northern Railway, [1910] 2 K. B. 509 ; 79 L. J. (K. B.) 924 ; 103 L. T. 186 ; 26 T. L. R. 555 ; 54 Sol. Jo. 652 ; 17 Mans. 247 360, 550 Thames Haven Dock Co. v. Rose (1842), 4 Man. & G. 552 ; 12 L. J." (c.p.)90; 5Scott. (N. B.)524; 2Dowl. (n. s.) 104 ; 3 Ry. &Can. Cas. 177 429 ccxxvi Table of Gases Thames Ironworks Shipbuilding and Engineering Co. (1912), Times Newspaper, November 23rd ....... 653 Thames Ironworks Shipbuilding and Engineering Co., Ltd., Re, Farmer v. The Company, [1912] W. N. 66 ; 106 L. T. 674; 56 Sol. Jo. 413; 28 T. L. R. 273 670 Thames Mutual Club Insiuance Co., Re (1866), 15 L. T. 263 . . 966 Thames Plate Glass Co. v. Land and Sea Telegraph Co. (1870), L. R. 11 Eq. 248 ; 40 L. J. (CH.) 165 ; 24 L. T. 227 ; 19 W. R. 303 . . . . 1029 V. Land and Sea Telegraph Co. (1871), 6 Ch. App. 643; 25 L. T. 236 ; 19 W. R. 764 . . . . 1025 Thames Steam Ferry Co., Re (1879), 40 L. T. 422 . . . . 1142 Thames and Mersey Marine Insurance Co. v. Societa di Navigazione a Vapore del Lloyd Austria Co. (1914), 111 L. T. 97; 12 Asp. (M. c.) 491 ; 30 T. L. R. 475, C. A 43 Tharsis Sulphur Co. v. Soci(5te Industrielle des M^taux (1889), 58 L. J. (Q. B.)435; 60 L. T. 924; 38 W. R. 78 142 Theatrical Trust, Re, Chapman's Case. See Chapman's Case, Re Theatrical Trust. Theys, Ex parte. Re Milan Tramways (1884), 25 Ch. D. 587 ; 53 L. J. (CH.) 1008 ; 50 L. T. 545 ; 32 W. R. 601, C. A. . 543, 718, 719, 1197, 1345, 1385 Thomas, Re, [1911] W. N. 123; [1911] 2 Ch. 389; 80 L. J. (ch.) 617; 105 L. T. 59; 55 Sol. Jo. 567 . . . . 1059, 1175 ■ —Re, [191C] 2 Ch. 331 ; 85 L. J. (ch.) 519; 114 L. T. 885; 60 Sol. Jo. 537 ; 32 T. L. R. 530, C. A. . . 93, 105, 355 Re, Ex parte Poppleton (1885), 14 Q. B. D. 379 ; 54 L. J. (Q. B.) 336 ; 51 L. T. 602 ; 33 W. R. 583 . . . 0, 7 Re, Ex parte Ystradfodwg Local Board (1888), 57 L. J. (q. b.) 39 ; 58 L. T. 113 ; 36 W. R. 143 ; 4 Morr. 295 . . 1361 V. Brigstocke (1827), 4Russ. 64 673 V. Clark (1856), 18 C. B. 662 ; 25 L. J. (c. p.) 86 . . 1290 — V. Devonport Corporation, [1900] 1 Q. B. 16 ; 69 L. J. (q. b.) 51 ; 81 L. T. 427 ; 48 W. R. 89 ; 16 T. L. R. 9, C. A. . 484 V. Hamlyn & Co., [1917] 1 K. B. 527; 86 L. J. (k. b.) 1009; llOL. T. 475; 33T. L. R. 129 .... 444,490 V. Patent Lionite Co. (1881), 17 Ch. D. 250 ; 50 L. J. (ch.) 544 ; 44 L. T. 392 ; 29 W. R. 596, C. A. 1020, 1224, 1350, 1427, 1453 • V. United Butter Companies of France, Ltd., [1909] 2 Ch. 484; 79 L. J. (CH.) 14; 101 L. T. 388; 25 T. L. R. 824; 53 Sol. Jo. 733 1445 (William) & Co., Re, The Co. v. Sully, [1915] 1 Ch. 325; 84 L. J. (ch.) 232; 112 L. T. 408 82, 84, 90 Thomas' Case, Re Nanteos Consols Co. (1872), L. R. 13 Eq. 437 ; 41 L. J. (ch.) 365 ; 26 L. T. 386 ; 20 W. R. 479 . . . . 96 Thompson Brothers & Co. v. Amis, [1917] 2 Ch. 211 ; 86 L. J. (CH.) 647; 116 L. T. 719; 61 Sol. Jo. 491; 33 T. L. R. 323 . . 441 Thompson's Settlement Trusts, Re, Thompson v. Alexander, [1905] 1 Ch. 229 ; 74 L. J. (cH.) 133 ; 91 L. T. 835 ; 21 T. L. R. 86 . 1255 Thomson v. Clanmorris (Lord), [1900] 1 Ch. 718 ; 69 L. J. (cH.) 337 ; 82 L. T. 277 ; 48 W. R. 488 ; 16 T. L. R. 296, C. A. . 284 V. Henderson's Transvaal Estates, Ltd., [1908] 1 Ch. 765 ; 77 L. J. (CH.) 501 ; 98 L. T. 815 ; 24 T. L. R. 539 ; 52 Sol. Jo. 456 ; 15 Mans. 230, C. A 459, 409, 1427, 1451 Table of Cases ccxxvii Thomson v. Trustees, Executors and Securities Insurance Corporation, [1895] 2 Ch. 454 ; 65 L. J. (ch.) 6G ; 73 L. T. 149 ; 44 W. R. 237 745 Thomson's Case (1865), 4 Do G. J. & R. 749; 34 L. J. (ch.) 525 ; 12 L. T. 717; llJur. (N. s.)574; 13W. R. 958 . . . . 1250 Thorn v. City Rice Mills (1889), 40 Ch. D. 357 ; 58 L. J. (cH.) 297 ; 60 L. T. 359 ; 37 W. R. 398 550 ■ V. Nine Reefs, Ltd. (1892), 67 L. T. 93, C. A. . . . 658 Thorneand Son, i?c, [1914] 2Ch. 438; 58Sol. Jo. 755 . . 718,1389 Thornton v. Gutta Percha Corporation, Ltd., Re Gutta Percha Corporation, Ltd. See Gutta Percha Corporation, Ltd., Re, Thornton v. Gutta Percha Corporation, Ltd. Thurso New Gas Co., Re (1889), 42 Ch. D. 486 ; 61 L. T. 351 ; 38 W. R. 156 ; 5 T. L. R. 562 ; 1 Meg. 330 . . 1029, 1146, 1420, 1433 Ticehurst and District Water and Gas Co., Re (1915), 139 L. T. Jo. 295 717 Tiessen v. Henderson, [1899] 1 Ch. 861 ; 68 L. J. (ch.) 353 ; 80 L. T. 483 ; 47 W. R. 458 ; 6 Mans. 340 . . . . 406, 410, 457 Tilbury Portland Cement Co., Re (1893), 62 L. J. (ch.) 814 ; 69 L. T. 495 ; 3 R. 709 525 Till, Ex parte. Re Ratcliffe (1875), 10 Ch. App."631 ; 44 L. J. (bcy.) 103 ; 32 L. T. 521 ; 23 W. R. 670 464, 470 Tillett, i?e(1890), 7 Mor. 286 1170 Tilley V. Bowman, Ltd., [1910] 1 K. B. 745 ; 79 L. J. (k. b.) 547 ; 102 L. T. 318 ; 54 Sol. Jo. 342 ; 17 Mans. 97 .... 1389 Tilly, Ex parte, Re Scharrer (1888), 20 Q. B. D. 518 ; 59 L. T. 188 ; 36 W. R. 388 ; 5 Morr. 79, C. A , . 1189 Tilt Cove Copper Co., Re, [1913] 2 Ch. 588; 82 L. J. (ch.) 545; 100 L. T. 138; 57 Sol. Jo. 773 659 Times Fire Assm-ance Co., Re (1861), 30 Beav. 596; 31 L. J. (ch.) 478; 6L. T. 799; 8 Jur. (N. s.) Ill ; 10 W. R. 115 . . 947 Times Life Assurance and Guarantee Co., Re (1869), L. R. 9 Eq. 382 991, 995 ■ • Re (1870), 5 Ch. 381 ; 23 L. T. 181 ; 18W. R. 559 869 Times Insurance Co., Ex parte, Re State Fire Insurance Co. See State Fire Insurance Co., Re, Ex j)arte Times Insurance Co. Times Insurance Co.'s Claim (1864), 2 H. & M. 722 ... 1371 Timmins (Ebenezer) and Sons, Ltd., Re, [1902] 1 Ch. 238 ; 71 L. J. (CH.) 121 ; 50 W. R. 134; 18 T. L. R. 125; 8 Mans. 47 242, 314, 1242 Tingri Tea Co., Re, [1901] W. N. 165 641, 642 Titian Steamsliip Co., Re (1888), 58 L. T. 178 ; 36 W. R. 347 . . 1425 Todd V. Millen, [1910] S. C. 808 1246, 1280 Todd's Application (1911), 48 S. L. R. 980 1352 Tolhiu-st V. Associated Portland Cement Manufacturers (1900), [1902] 2 K. B. 660 ; 71 L. J. (k. b.) 949 ; 87 L. T. 465 ; 51 W. R. 81 ; 18 T. L. R. 827 ; affirmed, [1903] A. C. 414 ; 72 L. J. (k. b.) 834 ; 89 L. T. 196 ; 52 W. R. 143 ; 19 T. L. R. 677 . 1017, 1127, 1432 Tollemache, Re, [1903] 1 Ch. 457 ; 72 L. J. (ch.) 225 ; 88 L. T. 13 ; 51 W. R. 568 193 Re, Ex parte Anderson. See Anderson, Ex parte. Re Tollemache. Tomlin's Case, Re Brinsmcad (T. E.) and Sons, [1898] 1 Ch. 104 ; 67 L. J. (ch.) 11 ; 77 L. T. 521 ; 46 W. R. 171 ; 4 Mans. 384 248, 275 Tomlin Patent Horse Shoo Co., Re (1865), 55 L. T. 314 . . . 909 Tomlinson v. Gilby (1885), 54 L. J. (p.) 80 ; 49 J. P. 632 ; 33 W. R. 800 1257 ccxxviii Table of Cases PAGE Toinmi, The, [1914] P. 251; 84 L. J. (p.) 35; 1 P. Cas. 16; 112 L. T. 257; 59 Sol. Jo. 26; 31 T. L. R. 15 56 Toms V. Cinema Trn.st Co., [1915] W. N. 29 426 Tooth's Case, Re, London and Colonial Co. (1868), 19 L. T. 599 . 1242 Toovey v. Milne (1819), 2 B. & Aid. 683 1225 Topham, Ex parte. Re Walker (1873), 8 Ch. App. 614 ; 42 L. J. (bcy.) 57 ; 28 L. T. 716 ; 21 W. R. 655 1226 Torbock v. VVestbury (Lord), [1902] 2 Ch. 871 ; 71 L. J. (ch.) 845 ; 87 L. T. 165 ; 57 W. R. 133 458, 459 Torquay Bath Co., Re (1863), 32 Beav. 581 ; 8 L. T. 527 ; 9 Jnr. (x. s.) 633; IIW. R. 653 897,1417 Tosh V. North British Building Society (1887), 11 App. Cas. 489 ; 35 W. R. 413 1283, 1286 Tothill's Case, Re Llanharry Haematite Iron Co. (1865), 1 Ch. App. 85 ; 35 L. J. (CH.) 120 ; 13 L. T. 485 ; 11 Jur. (n. s.) 1009 ; 14 W. R. 153 245, 417 Tottenham v. Swansea Zinc Ore Co. (1884), 53 L. J. (ch.) 776 ; 51 L. T. 61 ; 32 W. R. 716 663 Totterdell v. Fareham Blue Brick and Tile Co., etc. (1866), L. R. 1 C. P. 674 ; 35 L. J. (c. p.) 278 ; 12 Jur. (n. s.) 901 ; 14 W. R. 919 . 383, 433, 528 Totty, Ex parte. Re Northumberland and Durham District Banking Co. (1860), 1 Drew. & Sm. 273 ; 29 L. J. (ch.) 702 ; 6 Jur. (n. s.) 849;8W. R. 624 1174,1317 Touche V. Metropolitan Railway Warehousing Co. (1871), L. R. 6 Ch. 671 189, 192 Towers v. African Tug Co., [1904] 1 Ch. 558 ; 73 L. J. (ch.) 395 ; 90 L. T. 298 ; 52 W. R. 530; 20 T. L. R. 292 ; 11 Mans. 198, C. A. 107, 406, 472 Towns' Drainage and Sewage Utilization Co., Re, Morton's Case. See Morton's Case, Re Towns' Drainage and Sewage Utilization Co. Townshend (Marquis), Re (1900), 22 T. L. R. 341, C. A. , . 950, 951 Townsend's Case, Re Imperial Land Co. of Marseilles (1872), L. R. 13 Eq. 148 ; 41 L. J. (ch.) 198 ; 25 L. T. 692 ; 20 W. R. 164 . 246 Towsey, i?e (1864), 9 L. T. 613 1180 Trade Auxiliary v. Vickers. See Featherstonc v. Cooke. Traders' North Staffordshire Carrying Co., Ex parte. North Stafiord- sliire Rail. Co. (1874), L. R. 'l9 Eq. 60 ; 44 L. J. (ch.) 172 ; 31 L. T. 716 ; 23 W. R. 205 1020 Traill V. Baring (1864), 4 De G. J. & S. 318 .... 251,269 Transport Co. v. Schomberg (1905), 21 T. L. R. 305 . . 310, 422 Transvaal Exploring Co. v. Albion (Transvaal) Gold ilines, [1899] 2 Ch. 370 ; 68 L. J. (ch.) 670 ; 48 W. R. 108 ; 7 Mans. 51 . . 318 Transvaal Lands Co. v. New Belgium (Transvaal) Land and Develop- ment Co., [1914] 2 Ch. 488; 59 Sol. Jo. 27; 31 T. L. R. 1, C. A. 351, 426 Trego V. Hunt, [1896] A. C. 7 ; 65 L. J. (ch.) 1 ; 73 L. T. 514 ; 44 W. R. 225 204 Trench Tubeless Tyre Co., Re, Bethell v. Trench Tubeless Tyre Co., [1900] 1 Ch. 408 ; 69 L. J. (ch.) 213 ; 82 L. T. 247 ; 48 W. R. 310 ; 10 T. L. R. 207, C. A 459, 465, 1427 Trenchard, £;a;7>ar. Ladies' Imperial Club, [1920] W. N. 121, C. A. . . 428,460 V. Naval, Military and Civil Service Co-operative Society of South Africa, [1905] 1 K. B. 687 ; 74 L. J. (k. b.) 302 ; 92 L. T. 458 ; 53 W. R. 447 ; 21 T. L. R. 293 ; 12 Mans. 212 159,400,404,410,411,430,436 -— — ■ — V. Payne (David) & Co., Ltd., Re Payne (David) & Co., Ltd. See Payne (David) & Co., Ltd., Re, Young v. Payno (David) & Co., Ltd. ■ — V. South African and Australian Exploration and Develop- ment Syndicate, [1896] 2 Ch. 268 ; 65 L. J. (ch.) 638 ; 74 L. T. 527 ; 44 W. R. 509 457, 458, 467, 470 Youngs' Paraffin Light and Mineral Oil Co. (1894), 21 Rettie, 384 . 801 Ystalyfera Gas Co., Re, VV. N. (1887) 30 324 Ystradfodwg Local Board, Ex parte. Re Thomas. See Thomas, Re, Ex parte Ystradfodwg Local Board. Yuill V. Greymouth Point Elizabeth Rail and Coal Co., Ltd., Re Grey- mouth Point Elizabeth Rail, and Coal Co., Ltd. See Grey- mouth Point Elizabeth Rail, and Coal Co., Ltd., Re, Yuill v. Greymouth Point Elizabeth Rail, and Coal Co., Ltd. z. ZiMAN V. Komata Reef Gold Mining Co., [1915] 2 K. B, 163 ; 84 L. J. (K. B.) 1162; 113 L. T. 17; 31 T. L. R. 274, C. A. . . .222 Zoedonc Co., Re (1865), 53 L. J. (ch.) 465 ; 49 L. T. 654 ; 32 W. R. 312 1424, 1457 — ■ ■ - ' Re, Ex parte Higgins (1889), 60 L. T. 383 ; 1 Meg. 158 303 Zoutpansberg Prospecting Co., Ex j)arte. Re Johannesburg Hotel Co. See Johannesburg Hotel Co., Re, Ex parte Zoutpansberg Pro- specting Co. Zuccani u. Nacupai Gold Mining Co. (1889), 61 L. T. 176; 1 Meg. 230 1443 Zucco, Re, Ex parte Cooper. See Cooper, Ex parte, Re Zucco. Zulueta's Claim, Re London, Hamburg and Continental Exchange Bank(1870),L.R. 5Ch. 444; 39L. J. (CK.)598; 18W.R.778 97,210 COMPANY LAW AND PRECEDENTS CHAPTER'!. Introductory. The Companies (Consolidation) Act, 1908, consolidated into one Act the provisions contained in the Companies Acts. 1862 to 1908 — and consequently practically the whole of the Statute law relating to limited companies was contained in it — the mass of case law which had grown up round the earlier Acts, was, however, practically left untouched, and very little attempt was made to incorporate it into the Act. The Consolidation Act {a) repeals all the Acts cited as " the Companies Acts, 1862 to 1908 " (6) and also the Companies Seals Act, 1864 ; sections 25, 26, and 3i of the Stannaries Act, 1869 ; the Joint Stock Companies Arrangement Act, 1870 ; section 56 of the Conveyancing (Scotland) Act, 1874 ; section 10 of the Supreme Court of Judicature Act, 1875, so far as it relates to the winding-up of companies ; subsection (1) of section 28 of the Supreme Court of Judicature (Ireland) Act, 1877, so far as it relates to the winding-up of companies ; sections 9, 10, 13 (2), and 31 of the Stannaries Act, 1887 ; section 3 of the Trustees Savings Banks Act, 1887 ; sections 1, 2, and 3 of the Preferential Payments in Bankruptcy Act, 1888, so far as they relate to companies ; section 18 of the Revenue Act, 1889 ; section 4 of the Preferential Payments in Bankruptcy (Ireland) Act, 1889, so far as it relates to companies ; the Directors Liability Act, 1890 ; the Preferential Payments in Bankruptcy Amendment Act, 1897 ; and subsection 4 of section 6 of the Limited Partnerships Act, 1907. The Companies (Consolidation) Act, 1C08, has been amended by the Companies Act, 1913, the Companies (a) Companies (Consolidation) (Colonial Registers), 1880, 1890 Act, 1908, s. 286. (Memorandum of Association), 1890 (b) I.e. The Companies Acts, (Winding-up), 1893 (Winding-up), 1862, 1867, 1877, 1879, 1880, 1883 1898, 1900, 1907, and 1908. S.C.L. 1 2 Introductory (Foreign Interests) Act, 1917, and the Companies (Particulars as to Directors) Act, 1917. These Acts may be cited together as the Companies Acts, 1908 to 1917 {bh). Minor amendments to the Consolidation Act have also been made by the Assurance Companies Act, 1909; the Companies (Converted Societies) Act, 1910; the Perjury Act, 1911 ; the National Insurance Act, 1911 ; the Forgery Act, 1913; the Bankruptcy and Deeds of Arrangement Act, 1913; the Government War Obligations Act, 1914, and the Trading with the Enemy Amendment Act, 1918, The ConsoUdation Act leaves on foot the powers of a company to alter its memorandum of association under section 3 of the Mortgage Debentures Act, 1865 (c), and does not repeal or affect the Life Assurance Companies Act, 1870 to 1872 {d), or section 3 of the Trade Union Act, 1871 (e), except that references in them to the Companies Act, 1862, or the Com- panies Act, 1862 and 1867, are to be read as references to the Com- panies (Consolidation) Act, 1908. With regard to the repealed Acts and provisions the repeal does not affect (a) The incorporation of any company registered under any enactment repealed ; nor (&) Table B. in the schedule annexed to the Joint Stock Com- panies Act, 1856, or any part thereof so far as the same applies to any company existing at the commencement of the Act ; nor (c) Table A. in the first schedule annexed to the Companies Act, 1862, or any part thereof, either as originally contained in that schedule or as altered in pursuance of Section 71 of that Act, so far as the same applies to any company existing at the commencement of the Act. (d) The continuance in force of section 47 of an Act to regulate Joint Stock Banks in England (7 & 8 Vict. c. 113) and the part of section 12 of the Joint Stock Banking Companies Act, 1857, which is set out in the second part of the Sixth Schedule to the Act (/). These last two provisions were kept in force by section 205 of the Companies Act, 1862, and are as follows : — "Every company of more than six persons established on the sixth day of May, one thousand eight hundred and forty-four, for the purpose of carrying on the trade or business of bankers within the distance of sixty-five miles from London, and not within the (bb) Companies (Particulars as to and re-enacted (with material alt«ra- Directors) Act, 1917, s. 4. tions) by the Assui-ance Companies (c) Companies (Consolidation) Act, 1909. Act, 1908, s. 292. (e) Companies (Consolidation) (d) Ibid., s. 293. These Acts Act, 1908, s. 294. have, however, now been repealed (/) Ibid., s. 286(1). Repeal of Previous Acts 3 provisions of tlie Act passed in the session of the seventli and eiglith years of Queen Victoria, chapter one hundred and thirteen, intituled ' An Act to regulate Joint Stock Banks in England,' shall have the same powers and privileges of suing and being sued in the name of any one of the public officers of such co-partnership as the nominal plaintifi, petitioner, or defendant on behalf of such co-partnership ; and all judgments, decrees, and orders made and obtained in any such suit may be enforced in like manner as is provided with respect to such companies carrying on the said trade or business at any place in England exceeding the distance of sixty-five miles from London under the provisions of the Country Bankers Act, 1826, provided that such first-mentioned company shall make out and deliver from time to time to the Commissioners of Inland Revenue the several accounts or returns required by the last-mentioned Act, and all the provisions of the last-recited Act as to such accounts or returns shall be taken to apply to the accounts or returns so made out and delivered by such first-mentioned companies as if they had been originally included in the provisions of the last-recited Act (g)." Notwithstanding anything contained in any Act passed in the session holden in the seventh and eighth years of Queen Victoria, chapter one hundred and thirteen, and intituled " An Act to Regulate Joint Stock Banks in England," or in any other Act, it shall be lawful for any number of persons not exceeding ten, to carry on in partnership the business of banking, in the same manner and upon the same conditions in all respects as any company of not more than six persons could before the passing of the Joint Stock Banking Companies Act, 1857, have carried on such business (h). The mention of these particular matters in section 286 of the Companies (Consolidation) Act, 1908, does not as the section ex- pressly states prejudice the general application of section 38 of the Interpretation Act, 1889, with regard to the effect of repeals (i). The Act also provides that — Every conveyance, mortgage, or other deed, made before the commencement of the Act in pursuance of any enactment thereby repealed, is to be of the same force as if the Act had not passed, and for the purposes of that deed the repealed enactment is to be deemed to remain in full force (l), and that where any enactment repealed by the Act is mentioned or referred to in any document that docu- ment is to be read as if the corresponding provision (if any) of the (g) 7 & 8 Vict. c. 113, B. 47. Act, 1908, s. 280 (2). This section (h) Joint Stock Banking Com- preserves existing rights and lia- panies Act, 1857, s. 12 (the part bilities. which is not repealed). (l) Companies (Consolidation) (i) Companies (Consolidation) Act, 1908, s. 288. 4 Introductory Act were therein mentioned or referred to and substituted for the repealed enactment {m). With regard to the application of the Act to existing companies (n) it applies in the same manner in the case of a limited company other than a company limited by guarantee as if the company had been formed and registered under the Act as a company limited by shares ; in the case of a company limited by guarantee, as if the company had been formed and registered under the Act as a company limited by guarantee ; and in the case of a company other than a limited com- pany, as if the company had been formed and registered under the Act as an unlimited company ; but any reference express or implied, to the date of registration must be construed as a reference to the date at which the company was registered under the Joint Stock Companies Acts, or under the Companies Act, 1862, as the case may be (o). The Act applies to every company registered but not formed under the Joint Stock Companies Acts, or the Companies Act, 1862, in the same manner as it applies to companies registered but not formed under the Act (p) ; but any reference, expressed or implied, to the date of registration must be construed as a reference to the date at which the company was registered under the Joint Stock Companies Acts or the Companies Act, 1862, as the case may be (q) ; it applies to every unlimited company registered, in pursuance of the Com- panies Act, 1879, as a limited company, in the same manner as it applies to an unlimited company registered in pursuance of the Act as a limited company ; but any reference, expressed or implied, to the date of registration must be construed as a reference to the date at which the company was registered as a limited company under the Companies Act, 1879 (r). A company registered under the Joint Stock Companies Acts may {m) Companies (Consolidation) Act passed in the eighth year of the Act, 1908, s. 291. reign of Her Majesty Queen Vic- (n) By the definition section of toria, chapter one hundred and ten, the Act (s. 285), the expression intituled An Act for the Registra- " existing company " means a com- tion, Incorporation, and Regulation pany formed and registered under of Joint Stock Companies, tlie Joint Stock Companies Acts or (o) Companies (Consolidation) under the Companies Act, 1862, Act, 1908, s. 245. It will be seen and the expression " Joint Stock that companies registered under the Companies Acts " means the Joint Joint Stock Companies Acts can StockCompaniesAct, 1856; the Joint now (as they could under the Act Stock Companies Acts, 1856, 1857 ; of 1862) register under the Consoli- the Joint Stock Banking Com- ation Act. A company registered panics Act, 1857 ; and the Act to under the Act of 1862 cannot regis - enable Joint Stock Banking Com- ter under tlais Act. panics to be formed on the principle (p) See post, pp. 29 et scq.,as to this, of hmited liability, or any one or (q) Companies (Consolidation) more of those Acts, as the case may Act, 1908, s. 246. reqxiire ; but does not include the ('') Ibid., s. 247 Pkohibition of Large Partnerships 5 cause its shares to be transferred in manner hitherto in use, or in such other manner as the company may direct (s). No company, association, or partnership (i) consisting of more than ten persons may be formed, for the purpose of carrying on the business of banking {u), unless it is registered as a company under the Act, or is formed in pursuance of some other Act of Parliament, or of Letters Patent ; and no company, association, or partnership consisting of more than twenty persons may be formed, for the pur- pose of carrying on any other business that has for its object the acquisition of gain by the company, association, or partnership, or by the individual members thereof, unless it is registered as a company under the Act or is formed in pursuance of some other Act of Parlia- ment or of Letters Patent, or is a company engaged in working mines within the Stannaries and subject to the jurisdiction of the court exercising the Stannaries jurisdiction (x). This section in substance reproduces section 4 of the Act of 1862. An old common law partnership will not be within the prohibition of the section even if it has changed some, or probably all, its members after the Acts came into force (y). The word " business " in the section is wider than the word " trade," and will consequently include farming (z) ; but the fact that land or other property is bought for the purpose of being dis- tributed among or held for the benefit of the purchasers will not amount to a business being carried on, for the carrying on of a business implies a series of transactions (a), and even if the purchasers have under the document which regulates their rights and duties, ancillary powers, e.g. powers of sale and reinvestment, which if they stood alone and were the main object of the association, would constitute the carrying on of a business — this will not bring the association within the section (&) ; it will be otherwise where such powers are not ancillary but are some of the main objects of the association — so where land which was purchased was to be dis- (s) Companies (Consolidation) {x) Companies (Consolidation) Act, 1908, s. 248. Act, 1908, s. 1. (0 In Smith-v. Anderson [1880), 15 (y) Shaw v. Simmons (1884), 12 C. D. 247, James, L.J., treats the Q. B. D. 117. words "association" and "com- (z) Harris v. Amery (1866), L. R. pany " as being synonymous. The 1 C. P. 148. word "partnership" would apply (a) Smith v. Anderson (1880), 15 to a body of persons, which cannot C. D. 247 ; Re Siddall (1885), 2!> change its members or introduce C. D. 1 ; Crowther v. Tliorley ( 1 884), new members without the consent 32 W. R. 330 ; Wigfield v. Poller of all the partners. (1881), 45 L. T. 612. {u) In District Savings Bank {18GI), (b) Smith v. Anderson (1880), 13 3 De G. F. & J. 335; 31 L. J. Bank 8, C. D. 247 ; Reg. v. Whitmarsh{l8:A)), a Savings Bank was, owing to tho 15 Q. B. 000; Moore v. Rawlins nature of its business, hold not to (1859), G C. B. N. S. 289. carry on a banking business. 6 Introductory tributed, but the mines were to be reserved and worked, it was held that a mining business was to be carried on (c). If a business is being carried on by trustees for more than twenty persons, then as trustees are in no sense agents of their cestuis qui trustent, the business will not be carried on by more than twenty persons, always assuming there are not more than twenty trustees, and the case will not be within the prohibition of the section {d) . In such case the beneficiaries will often be entire strangers to one another, and so for that reason will be outside the section as not constituting a company association or partnership. The business need not necessarily be one under which it is con- templated that the company, association or partnership is to acquire gain ; it will be enough if the individual members are to do so (e), and so mutual insurance companies (/), and mutual money-lending societies will be within the section (g). An association becomes illegal as soon as it grows beyond twenty members (A). The section contains an exception in favour of companies formed in pursuance of some other Act of Parliament. In one case {i) Wright, J., held that a society formed under an Act (k) which was subsequently repealed, became illegal on the repeal of such Act. A Scotch court has taken the opposite view {/). The decision of Wright, J., was admittedly taken without full consideration, as there was another point which was sufficient to decide the case, and quite apart from the provisions of section 38 of the Interpretation Act, 1889, his decision involves reading the words " formed in pursuance of some other Act of Parliament " as " formed and existing in pur- suance of some other Act of Parliament " — and it is therefore sub- mitted that the Scotch case was correctly decided. Societies regis- tered under the Friendly Societies Acts are within tliis exception to the section (?»). Trades unions cannot register under the Act (w). (c) Crowtherv. Thorley {ISSi), 32 Q. B. D. 563; Jennings v. Ham- W. R. 330. mond (1882), 9 Q. B. D. 225. (d) Smith V. Anderson (1880), 15 (h) Re Thomas (1885), 14 Q. B. D. C. D. 247 ; Crowther v. Thorley 379. (1884), 32 W. R. 330; One and All (i) Ilfracombe Permanent Benefit Sickness and Accident Assurance Society, [1901] 1 Ch. 102. (1909), 25 T. L. R. 674. (k) 6 & 7 Will. IV. c. 32. (e) Bear V. Bromley [1852), ISQ.B. (I) Smith v. Irvine and Fullarton 21 If&ndi Reg. x.Whitmarsh (1850), 15 Investment and Building Society Q. B. 600, were decided under the (1903), 6 Fraser, 99. earlier Acts, and the words about (tn) Peat v. Fowler [1886), 55 1,. J. individual members, were inserted Q. B. 271. See also Marrs v. to do away with the law laid dovm Thompson (1902), 86 L. T. 759, as to in these cases. whether unregistered friendly socie- ( / ) Arthur Average Association ties are not in the saiue position. (1875), 10 Ch. 542; Padstow Total (n) The Trade Union Act, 1871, Loss and Collision Assurance As- s. 5, provides that the registra- suciation (1882), 20 C. D. 137. tion of a trade union imder this (g) Shaio v. Benson (1883), 11 Act shall be void. An association Illegal Societies 7 It has been held that a trade union, which had succeeded in regis- tering under the Companies Act, 1862 to 1898, must be treated as an unregistered society, and that, as it had more than twenty members, it could not sue for fines due under its rules (o). A society which is illegal under this section cannot sue (p) or be sued (q) for debts due to it or from it, in carrying on its business ; it cannot be wound up under the Act (r) ; it cannot nor can its members come to the court to have the trusts under which its property is held administered (s) ; and it cannot have costs awarded to it (t)- Its members are, however, beneficially interested in its funds, so that they can obtain a conviction against any person who has embezzled them (u), and they can recover so much of iheir contributions as have not been spent (x). which has objects which standing alone would make it a trade union, will not be a trade union if it has also other objects, Osborne v. Amalgamated Society of Railway Ser- vants, [1909] 1 Ch. 163 ; affirmed [1910] A. C. 87. See also the judg- ment of Chitty, J., in Mineral Water Bottle, dbc, Society V. Booth (1887), 36 C. D. 465, as to enforcing an article which savours of trade unionism. (o) Edinburgh and District Aera- ted Water Defence Association v. Jen' kinson (1904), 5 Fraser, 1159 ; British Association of Glass Bottle Manufac- turers V. Nettlefold (1911), 27 T. L. R. 527. See s. 294 of the Companies (Consolidation) Act, 1908, which provides that nothing in that Act is to affect the provisions of s. 5 of the Trade Union Act, 1871. The Companies (Converted Socie- ties) Act, 1910, would appear to make the certificate of the Registrar conclusive in all cases, and it may, therefore, be doubted if these decisions are good law. See also Aberdeen Master Masons v. Smith, [1908] S. C. 669. (p) Shaw V. Benson (1883), 11 Q. B. D. 563 ; Jennings v. Hammond (1882), 9 Q. B. D. 225 ; Edinburgh and District Aerated Water Co. v. Jenkinson (1904), 5 Fraser, 1159; but cp. Aberdeen Blaster Masons v. Smith, [1908] S. C. 669. (?) Phillips V. Davies (1889), 5 T. L. R. 98 ; South Wales Atlantic Steam- ship (1876), 2 C. D.'763 ; ExparteDay (1876), 1 C. D. 699 ; unless, indeed, it has subsequently been incorporated and all its members have acquiesced in the debt; Re Thomas (1885), 14 Q. B. D. 379. (r) Padstow Total Loss and Colli- sion Assurance Association (1882), 20 C. D. 137 ; Arthur Average Association (1875), 10 Ch. 542 ; Ilfracombe Permanent Building Society, [1901] 1 Ch. 102» The reasoning in these cases seems to apply where the petitioner had no notice of the Society's illegality. The first case in this note shows that if an order has been made to wdnd up such a society the remedy is by way of appeal, and the second that the illegality of the society cannot be set up as a defence in proceedings in the winding-up after the winding-up order. (s) ,S'2/A'esv.i?eadon(1879),llC.D. 170 ; Barclays. Pearson, [1893] 2 Ch. 154. See, however, Hume v. Record Reign Syndicate (1899), 80 L. T. 404 ; Sheppardv. Oxenford (1855), 1 K. & J. 491 ; 3 W. R. 397. (t) Ilfracombe Permanent Building Society, [1901] 1 Ch. 102. (u) Reg. V. Tankard, [1894] I Q. B. 551. (x) Cp. Barclay v. Pearson, [1893] 2 Ch. 154 ; Marrs v. Thompson (1902), 80 L. T. 759. 8 Introductory Foreign corporations, even thougli they have more than twenty members, are not within the section (y). Any seven or more persons, or, where the company to be formed will be a private company {z) within the meaning of the Act, any two or more persons associated, for any lawful purpose may, by subscribing their names to a memorandum of association and other- wise complying with the requirements of the Act in respect of regis- tration, form an incorporated company with or without limited liability (that is to say), either — (i) A company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them [i.e. a company limited by shares) ; or (ii) A company having the liability of its members limited by the memorandum to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event if its being wound up {i.e. a company limited by guarantee) ; or (iii) A company not ha v ing any limit on the liability of its members {i.e. an unlimited company) {a). The memorandum must bear the same stamp as a deed, and must be signed by each subscriber in the presence of at least one witness, who must attest the signature, and that attestation will be sufficient in Scotland as well as in England and Ireland (6). There may in the case of a company limited by shares, and there must in the case of a company limited by guarantee or unlimited, be registered with the memorandum, articles of association signed by the subscribers to the memorandum and prescribing regulations for the company. Articles of association may adopt all or any of the regulations contained in Table A in the First Schedule to this Act (c). (y) Baleman v. Service (1881), 6 Board of Trade, but not so as to A. C. 386. increase the anioxint of fees payable (z) The provisions of the Act as to the Registrar of Joint Stock to private companies do not seem Companies : any such Table or to lend themselves to a case of a Form when altered must be pub- company which has not got a share lished in the London Gazette, and capital. will thenceforth have the same (a) Companies (Consolidation) force as if included in one of the Act, 1908, s. 2. For the contents schedules to the Act, but no of the memorandum in each case, alteration in Table A in the First see the next chapter. frchedule will affect any company (6) Ibid., s. 6. It is, however, registered before the alteration, or not a deed, and a person who signs repeal as regards that company any as attorney for a subscriber need portion of that Table. Companies therefore not be appointed by deed : (Consolidation) Act, 1908, s. 118: Whitley Partners (1886), 32 C. D. 337. there have now been tliree Table A's. (c) The forms in the first schedule See as to this, post, pp. 1 12 and 113, to the Act mav be altered bv the Private Companies 9 In the case of an unlimited company or a company limited by guarantee, the articles, if the company has a share capital, must state the amount of share capital with which the company proposes to be registered. In the case of an unlimited company or a company limited by guarantee, if the company has not a share capital, the articles must state the number of members with which the company proposes to be registered, for the purpose of enabling the Registrar to determine the fees payable on registration {d). In the case of a company limited by shares and registered after the commencement of the Act, if articles are not registered, or, if articles are registered, in so far as the articles do not exclude or modify the regulations in Table A in the First Schedule to the Act. those regulations will, so far as applicable, be the regulations of the company in the same manner and to the same extent as if they were contained in duly registered articles {e). To come within the provisions of the Act relating to private companies, a company must by its articles — (a) Restrict the right to transfer its shares (/) ; and (h) limit the number of its members (exclusive of persons who are in the employment of the company, and of persons who having been formerly in the employment of the company were, while in such employment and have continued after the determination of such employment, to be members of the company) to fifty ; and (c) prohibit any invitation to the public to subscribe for any shares or debentures of the company (g). A private company may, subject to anything contained in the memorandum or articles of association of the company, by passing a special resolution and by filing with the Registrar such a statement in lieu of prospectus as the company, if a public company, would have had to file before allotting any of its shares or debentures, together with such a statutory declaration as the company, if a public com- pany, would have had to file before commencing business, turn (d) Companies (Consolidation) must apply to all the shares of a Act, 1908, s. 10. Articles of asso- company. ciation must bear the same stamp (g) In addition, the Registrar as a deed, and be signed by each insists on the articles not containing signatory to the memorandum in provisions as to share warrants, the presence of one witness. See see post, p. 113, note (d), and pp. as to this and as to the form of and 368 and 369. Prior to the Com- alterations to articles, ibid., ss. 12 panics Act, 1913, a company con- and 13, and post, pp. 112 et seq. tinued to be a private company while it had these provisions in its articles, (e) Companies (Consolidation) Act, 1908, s. 11. even though it wholly disregarded them [e.g. by having 250 members) : (/) The Registrar of Joint Stock Park v. Royalties Syndicate, [1912] Companies takes the view that this 1 K. B. 330. 10 Introductory itself into a public company {h). It is tliouglit, and tliis is also the view taken by the Registrar of Joint Stock Companies, that a com- pany which apart from the fact of its being a private company would be entitled to carry on business {e.g. a company originally formed as a public company, before the 1st of July, 1908), need not file a statement in lieu of a prospectus or a statutory declaration. Joint holders of shares are for the purposes of the section treated as a single member {h). The advantages, in addition to requiring two signatories only to the memorandum, enjoyed by a private company are — (1) They are not required to include in the summary to be filed with the Registrar of Joint Stock Companies ujider section 26, a statement in the form of a balance sheet. (2) They need not under section 65 forward or file a statutory report. (•3) The provisions of section 72 restricting the appointment and advertisement of first directors and requiring a list of persons who have consented to be directors to be delivered to the Registrar of Joint Stock Companies when registration is applied for, do not apply to private companies. (4) They need not file with the Registrar of Joint Stock Companies the statement in lieu of a prospectus required by section 82 of the Act. (5) The minimum subscription section (section 85) does not apply to them. (6) They need not obtain a certificate entitling them to com- mence business (see section 87), and if a private company turns itself into a public company, such a certificate is not necessary, and, indeed, is wholly inapplicable [i). (7) The rights of inspection and receiving copies of balance sheets conferred by section 114 on preference shareholders and debenture holders do not apply. The prohibition against carrying on business contained in sec- tion 115, and the power to make a winding-up order contained in section 129 (iv), only apply where there are less than two (not (h) Companies (Consolidation) a public company, or must tlie Act, 1908, s. 121, as amended by resolution expressly state that the Companies Act, 1913, s. 1. The pro- company is to become a public visions as to altering private com- company ? It is thought that the panics into public companies are latter form of resolution will be difficult to vmderstand. Is it enough unnecessary, though no doubt to have a resolution altering the desirable. articles in the matters which dis- (i) On special request such a tinguish a private company from certificate' is sometimes issued. Registration of Memorandum and Articles 11 less than seven) members. The Registrar of Joint Stock Companies is not concerned, when registering a company which has seven signa- tories to its memorandum, and which comphes with section 72 of the Consohdation Act, with the question whether it is a private com- pany or not. Where the articles of a company contain the provi sions which by section 121 of the Companies (Consohdation) Act, 1908, as amended by the Companies Act, 1913, are required to be included therein to constituce it a private company — it will, if it fail to comply with those provisions, lose the advantages (1) and (7) mentioned above, and sections 115 and 129 (iv) of the Com- panies (Consolidation) Act, 1908, will apply to it as though it were a public company ; but the Court on being satisfied that the failure to comply with the conditions was accidental, or due to inadvertance or to some other sufficient cause, or that on other grounds it is just and equitable to grant rehef , may, on the appUcation of the company or any other person interested and on such terms and conditions as seem to the Court just and expedient, order that the company be reUeved from such consequences (k). Application for such relief should be by motion to a judge of the High Court, and shoiild be supported by an affidavit setting out the grounds for rehef — such grounds are somewhat similar to those on which an order may be made for rectifying the register of mortgages (l). The motion will, when made by the company, be ex 'parte, in other cases the company will be made respondent. The memorandum and articles (if any) must in the case of all companies registered under the Act be delivered to the Registrar of Joint Stock Companies for that part of the United Kingdom in which the registered office of the company is stated by the memorandum to be situate and he must retain and register them {m). Except in the case of a private company, an applicant for registration of the memorandum and articles of a company must on application deliver to the Registrar a list of the persons who have consented to be directors of the company, and if this list contains the name of any person who has not so consented, the applicant will be liable to a fine not exceeding £50 {n). (k) Companies Act, 1913, s. 1. which is to form the capital of such (i) See the cases on this, po6<,p.64:l. a company must be delivered to (m) Companies (Consolidation) the Registrar of Joint Stock Corn- Act, 1908, s. 15: as to the fees panics: 54 & 55 Vict. c. 39, s. 12; payable on registration, see post, pp. 62 & 63 Vict. c. 9, s. 7. 52 etseq. In addition to such fees, (n) Companies (Consolidation) there is an ad valorem stamp duty Act, 1908, s. 72 (2). Sec post, p. 19, of 5s. for every £100 and fraction for this form ; and see s. 12 [l), post, of £100 of the amount of the nomi- pp. 412 et seq., as to the restriction, nal capital of a limited company, on the appointment and advertise- and a statement of the amount merit of directors. 12 Introductory. A statutory declaration by a solicitor of the High Court and in Scotland by an enrolled law agent engaged in the formation of the company, or by a person named in the articles as a director or secretary of the company of compliance with all or any of the require- ments of the Act in respect of registration and of matters precedent or incidental thereto, must be produced to the Registrar of Joint Stock Companies, and he may accept such a declaration as sufficient evidence of compliance (p). During the continuance of the war the Registrar was not entitled to give a certificate of incorporation of a company until there had been filed with him either (1) a statutory declaration by a solicitor of the Supreme Court or an enrolled law agent engaged in the formation of the company that the company was not formed for the purpose or with the intention of acquiring the whole or any part of the undertaking of a person, fixm, or company, the books and documents of which were liable to inspection under s. 2 (2) of the Trading with the Enemy Act, 1914, or (2) a licence from the Board of Trade authorizing the acquisition by the company of such an undertaking. Where such a statutory undertaking had been filed, the company might not, during the continuance of the war, without the licence of the Board of Trade, acquire the whole or any part of such undertaking ; and if it did so, it would, without pre- judice to any other liabiUty, be liable, on conviction under the Summary Jurisdiction Acts, to a fine not exceeding £100, and ever}' director, manager, secretarj-, or other officer of the company who was knowingly a party to the default would, on the like conviction, be liable to the like fine or to imprisonment, with or without hard labour, for a period not exceeding six months (q). Where the requisite documents are delivered to the Registrar, he is, under the above provisions, bound to retain and register them, unless there is something in the Companies Acts or in some other Act, or in the general law, which absolves him from so doing (r) ; and he cannot hold a judicial inquiry upon evidence (5), except in ascertaining whether a company is a joint stock company under s. 255 of the Act, though it is believed that he has, in exceptional cases, done so. Sections 2 and 8 of the Companies (Consolidation) Act, 1908, how- ever, give him a discretion (s). Thus he should, under the former section, refuse registration if the provisions of the Act are not complied with, because the objects of the company are so wide and numerous (p) Companies (Consolidation) [1912] 3 K. B. 23. Act,1908,s. 17 (2). Seepost,p. 18, for (s) Rex v. Registrar oj Companies, form of such statutory declaration. [1914] 3 K. B. 1161. This case {q) Trading with the Enemj' would appear to overrule Rex v. Amendment Act, 1914, s. 9. Registrar of Joint Stoak Companies (?•) Rex V. Registrar of Companies, for Ireland, [1904] 2 Ir. 634. Registration of Memorandum and Articles 13 as not to be a compliance with the provisions as to stating the objects in the memorandum (<) . Again, the Registrar should not register a company if its memorandum of asfociation contains any objects or powers which are illegal (w). Thus the Registrar will not register a company if its memorandum contains objects which bring it within the Assurance Companies Act, 1909, unless the requirements of that Act have been complied with, or if its objects enable it to carry on a telephone or telegraph business within the United Kingdom, or to carry on any unlawful business such as a lottery, or to fly a foreign flag on a British ship, or if its objects are such as to make it a trade union. So, too, a company formed to carry out certain specified objects, and any other objects approved by the signatories to its memorandum, was required to insert a proviso referring to s. 9 of the Act. It has been suggested that a company which has no intention whatever of carrying on business here, but intends to carry on and manage its business entirely abroad, is not entitled to register under the Act (x) in the case under discussion, the articles contained pro- visions which were invalid according to English law — and the question was whether a winding-up order should be made — and such order was made, the company being treated as a fraudulent one. In spite of the great eminence of the judges who made these remarks, it is submitted that it is perfectly competent for such companies to register here, and this view has been taken in two later cases (y). With regard to the discretion conferred on the Registrar by s. 8 (1) of the Companies (ConsoUdation) Act, 1908, he cannot register a company by a name identical with that by which a com- pany in existence is already registered, or so nearly resembling that name as to be calculated to deceive, except where the company in existence is in the course of being dissolved, and signifies its consent in such manner as the Registrar requires. Whether the name of a proposed company does or does not so nearly resemble that of an existing company as to be calculated to deceive is, it has been held(2), a question of fact for the Registrar to decide; and where he has decided against registration, the Court will not make a rule for a mandamus absolute unless it is satisfied that he was wrong, or (<) Colman v. Brougham, [1918] Credit (1870), 5 Ch. 363. A. C. 514. (y) Capital Fire Insurance Asso- (u) Bowman v. Secular Society, elation {\%%2),2\ CD. 2Qd; Attorney- [1917] A. C. 400. General v. Jewish Colonization Asso- {x) Princess of Reussv. Bos{\^l\), cialion, [1901] 1 K. B. 130. L. R. 5 H. L. 176 and S. C. in the (z) Rex v. Registrar of Compaiiies, court below sub nom. General [1912] 3 K. B. 23. Cotnpany for the Promotion of Land 14 Introductory unless it considers that it would be in a better position to decide the question if it had further materials before it on the return to the writ. Indeed, one of the judges in the case now under con- sideration went further, and said no writ could issue unless it was shown either that the Kegistrar had not exercised a discretion, or that he had exercised it on a wrong principle of law, or that he had been influenced by extraneous circumstances which he ought not to have taken into account. Unless the case comes within the section, the Registrar has no discretion to refuse registration, on the ground of the name of the proposed company, either because the public may be deceived or for any other reason, unless the user of the name is contrary to law ; and if he does refuse, a man- damus will issue against him (a). No doubt, however, he could refuse registration where the proposed name contained scandalous or obscene words {a). So, since the passing of the Geneva Conven- tion Act, 1911, he will refuse to register a company whose name contains the words "Red Cross" or "Geneva Cross" unless the authority of the Army Council has been obtained. In like manner, since the passing of the Anzac (Restrictions on Trade use of Word) Act, 1916, he would not register a company with the word "Anzac" as part of its name, unless the requisite consents had been obtained. Owing to an order of the Board of Trade made some years back, the Registrar will usually not register a company with a name which contains the word "Royal," "Imperial," or any similar word unless the leave of the Home Secretary has been obtained. It is, however, difficult to see what right the Registrar has to refuse registration in such cases. Except, possibly, when acting under the provisions of s. 10 (1) of the Trading with the Enemy Amendment Act, 1916, the Registrar can only look at the documents which the law requires to be put before him in exer- cising his discretion {a) ; and this is in accordance with his practice. But where he has formed an opinion adverse to registration, he will always give the applicant the opportunity of stating his arguments for registration ; and where he has decided in favour of registration, he will usually, if requested so to do, delay registration for a few days, so as to enable a party, who claims that he will be injured by the registration, to take proceedings in a court of law. This would also appear to be the right course where two companies apply simultaneously for registration under the same name, and there is a dispute as to which of the two is entitled to such name {b). (a) Rexw. Registrar oj Companies, (h) Rex v. Registrar of Friendly [1914] 3 K. B. 1161. This case Societies (1881), L. R. 7 Q. B. 741, would appear to overrule Rex v. a case which seems to apply, though Registrar of Joint Stock Companies not decided under the Companies for Ireland, [1904] 2 Ir. 634. Acts. Registrar's Certificate 15 The fact that all the signatories are nominees of one person will not disentitle them to registration (c). On the registration of the Memorandum of Association of a company the Registrar of Joint Stock Companies must certify under his hand that the company is incorporated and in the case of a limited company that the company is limited (d) . A certificate of incorporation given by the Registrar of Joint Stock Companies in respect of any association will be conclusive evidence that all the requirements of the Act in respect of registration and of matters precedent and in- cidental thereto have been complied with and that the association is a company authorised to be registered and duly registered under the Act (e). Even where a mandamus would have issued against the Registrar registering a company, e.g. where the form of the memorandum is not such as is required by the Act or some or all of the objects of the company are illegal, these provisions will have the efiect of ren- dering the certificate conclusive ; and so in the former case, while the certificate stands, no one will be able to set up that any object or power in the memorandum is bad as not being authorized by the Act, but, where it is a question of illegality the company will be validly incorporated and can accept a gift, but will not be able to apply any of its moneys in doing anything illegal. As the section is not binding on the Crown the Attorney-General, on behalf of the Crown, can, in such cases, bring proceedings to cancel the registra- tion which the Registrar in affected discharge of his quasi- judicial duties has improperly granted (/). It was held under section 18 of the Act of 1862, that if the Memo- randum of Association had only been signed by six signatories (g), the certificate of the registrar was not conclusive, and the company was not duly incorporated ; this decision has now been overruled (//) but in the meanwhile to alter the law so laid down, a section corresponding to the present one was included in the Act of 1900 (^) ; this section would also seem to do away with cases like Norlhumher- (c) Salomon v. Salomon c& Co., (/) Cotman v. Brougham, [1918] [1897] A. C. 22; Munkittrick v. A. C. 514; Bowman v. Secular Ferryman (1896), 74 L. T. 149. Society, [1917] A. C. 406; and in (d) Companies (Consolidation) particular see the judgment of Lord Act, 1908, s. 16 (1). Parker. (e) Ibid.,B. n. By section 1 of the (f/) National Debentures, d;:;.. Cor- Companies (Converted Societies) poration, [1891] 2 Ch. 505. Act, 1910, it is provided that for (h) Moosa Goolam, A riff v. Ebra- removing doubts it is declared that liim Goolam Ariff (1912), L. R. 39 s. 17 shall apply as well in the case Ind- App. 287 ; 28 T. L. R. 505. of a friendly society converted into (i) Companies Act, 1900, s. 1, a company as in all ot her cases. The section is retrospective. 16 Intkoductory land and Durham District Banking Co. (h), where it was said that if the company which was not an existing banking company, so as to be capable of registration, had been registered, the court could go behind the Registrar's certificate. It has been held that a trade union if in fact registered can be treated as an unincorporated body (/), because section 5 of the Trade Union Act, 1871, says that the registration of a trade union under the Companies Acts is void — it is thought that these cases cannot be supported since the Companies (Converted Societies) Act, 1910 — notwithstanding the fact that the Companies (Con- solidation) Act, 1908, expressly provides {m) that nothing therein con- tained is to affect the provisions of section 5 of the Trade Union Act, 1871 — and that in all cases the certificate of the Registrar will now be conclusive for all purposes («). Even before section 18 of the Act of 1862 was altered it was held that it was impossible to go behind the Registrar's certificate where one or more of the signatories were infants (o), or even where the memorandum was altered after having been signed (o) — and consequently, it would seem, there were no signatories at all {p). The fact that the certificate has been obtained by fraud wUl not make it the less conclusive {q). A company, registered on or after the 2nd of August, 1917, must within one month of registration send the Registrar of companies, in the form prescribed by the Board of Trade, particulars showing (1) (A) (1858), 2 De G. & J. 357. See Hammond v. Prentice Brothers, aho Hercules InsuranceCo. (1871),U [1920] 1 Ch. 201. In McGlade Eq. 321, where registration after a v. The Royal London Mutual In- winding-up petition had been pre- surance Society, [1910] 2 Ch. 169, sented was held to be ineffectual ; the Court of Appeal seems to have and Wenlock v. River Dee Co. (1888), thought it might have been possible 38 C. D. 534. to challenge the incorporation of a (Z) Edinburgh and District Aerated Friendly Society as a company on Water Defence Association v. Jen- the ground of the resolution autho- kinson & Co. (1904), 5 Fraser, 1159. rising such incorporation being See also British Association of Glass ultra vires. The Companies (Con- Bottle Manufacturers v. Nettle fold verted Societies) Act, 1910, was (1911), 27 T. L. R. 572. passed to meet this case, and it (m) Companies (Consolidation) extends protection to all cases Act, 1908, s. 294; as to what is a where the Registrar has given a trade union, see supra, p. 6, note (n). certificate of incorporation. The Companies (Converted Societies) (o) Nassau Phosphate Co. (1876), 2 Act, 1910, was apparently not re- C. D. 610 ; Laxon d; Co., [1892] 3 ferred to in British Association of Ch. 555. Glass Bottle Mamifacturers v. Nettle- {})) Peel's Case (1867), 2 Ch. 674 ; fold (1911), 27 T. L. R. 527. Oakcs v. Turquand (1867), L. R. 2 (n) C^. Ennis and West Clare Rail. H. L. 325. Co. (1879), 3 L. R. Ir. 94; Cussons, (q) Glover v. Giles (1881), IS C. D. Ltd. (1904), 73 L. J. Ch. 296; 173. Effect of Incorporation 17 the present Christian names and surname, (2) any former Christian names or surname, (3) the nationality, (4) the nationahty of origin (if other than present nationality), (5) the usual residenee, and (6) the other business occupations, if any, of every director and of every person who since the incorporation of the company has been a director. If default is made the company, and every director, secretary and other officer of the company who is knowingly a party to the default, will, on summary conviction, be Uable to a fine not exceeding £5 for every day during which such default con- tinues (r). For the purpose of these provisions the expression " director " includes any person who occupies the position of a director and any person in accordance with whose directions or instructions the directors of the company are accustomed to act (5), From the date of incorporation mentioned in the certificate of incorporation the subscribers of the memorandum together with such persons as may from time to time become members of the company, will be a body corporate by the name contained in the memorandum, capable forthwith of exercising all the functions of an incorporated company, and having perpetual succession and a common seal, with power to hold lands, but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is mentioned in the Act {t). The power of holding land is however subject to the exception that a company formed for the purpose of promoting art, science, religion, charity, or any other like object, not involving the acquisi- tion of gain by the company or by its individual members, may not, without the licence of the Board of Trade, hold more than two acres of land ; but the Board may by licence empower any such company to hold lands in such quantity, and subject to such conditions, as the Board think fit (w). Applications under this section should be made by letter from the secretary or solicitor of the company to the Board, and the letter should give the reasons why it is desired to hold the additional land. The practice of the Board is to give a licence to hold rather more land than is immediately required, on the company giving a letter undertaking to furnish particulars of all land held, if and when required by the Board so to do ; but the Board of Trade will, if desired, give a licence to hold a particular piece of land. (r) Companies (Particulars as to variations of these partictJars are Directors) Act, 1917, s. 2. Com- allowed. panies registered between the 22nd (s) Companies (Particulars as to November, 1916, and the 3rd Directors) Act, 1917, s. 3. August, 1917, were required to (i) Companies (Consolidation) forward similar particulars within Act, 1908, s. 16 (2). one calendar month of the latter {u) Ibid., s. 19. Usually no ad- date. See the Form prescribed vertisement is directed in these cases, by the Board of Trade under this For form of Uccnce, see Form 5 in section, infra, p. 20. The notes on tlie Third Schedule to the Act. this form show the cases where S.C.L. 2 18 Introductory The power of holding land does not extend to foreign corporations, which will be subject to the provisions of the Mortmain Acts — but it has been extended to companies incorporated in a British posses- sion, which have filed with the Kegistrar of Joint Stock Companies the documents specified in paragraphs {a), (6), and (c) of section 274 [x) of the Act — such companies have the same power of holding land as if they were incorporated under the Act (y). If at any time the number of members of a company is reduced in the case of a private company (other than a private company which has failed to comply with the provisions of its articles which constitute it a private company and has not obtained relief from its default) below two or in the case of any other company below seven, and it carries on business for more than six months while the number is so reduced, every person who is a member of the company during the time that it so carries on business after those six months, and is cognisant of the fact that it is carrying on business with fewer than two or seven members, as the case may be, will be severally liable for the payment of the whole debts of the company contracted during that time, and may be sued for the same without joinder on the action of any other member {z). FORM OF STATUTORY DECLARATION UNDER SECTION 17 (2) OF THE ACT TO BE IHADE ON THE REGISTRA- TION OF A COMPANY (((). No. of certificate Form No. 41. Companies (Consolidation) Act, 1908. o A 5s. Companies Registration Fee Stamp to be impressed here. Declaration of Complla-NCe with the requisitions of the Com- panies (ConsoUdation) Act, 1908, made pursuant to section 17 (2) on behalf of a companj'^ proposed to be registered as the * Here insert __ _ a solicitor of the High Presented for fihng Court (or in |jy ___^ ^ Scotland an enrolled law ~ "^ ' agent) en- j gaged in the formation, or j a person named in Do solemnly and sincerely declare that I am * the articles as a Director of the or Secretary. {x) See post, pp. 38 and 39. tives of members, e.g. executors or (y) Companies (Consolidation) administrators or trustees in bank- Act 1908, s. 275. ruptcy, are not members : Bowling (') Ibid.,'s. 115, as amended by andWelby'sCo7itract,[lSd5]lCh.6Q3. Companies Act, 1913, s. 1, For the (a) Form 41 prescribed by order of purposes of this section representa- Board of Trade of 29th March, 1909. Forms 19 Limited and that all the requisitions of the Companies (Consolidation) Act, 1908, in respect of matters precedent to the registration of the said company and incidental thereto have been compUed with. And I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1835, Declared at the day of one thousand nine hundred and before me A Commissioner for Oaths. FORM OF LIST OF PERSONS WHO HAVE CONSENTED TO ACT AS DIRECTORS TO BE DELIVERED TO THE REGISTRAR ON AN APPLICATION FOR REGISTRA- TION OF A COMPANY, SECTION 72 (2) {b). No, of Certificate Form No. 43. Companies (Consolidation) Act, 1908. A 5s. Companies' Registration Fee Stamp must be impressed here. List of Persons who have consented to be Directors of the . . Limited, to be delivered o to the Registrar pursuant to section 72 {2) Presented for FiUng By To the Registrar of Joint Stock Companies. jj^ggj.^. * , the undersigned, hereby give you r notice, pursuant to section 72 (2) of the Companies (Con- solidation) Act, 1908, that the following persons have con- sented to be Directors of the. ., Limited, Name. Address. Description. Signature, Address and "j Description of Applicant /■ for Registration. J Dated this day of , 19 . (h) Form 43 prescribed by order of the Board of Trade of 29th Marcli, 1909. ^0 Introductory Section 72 (3) of the Companies (Consolidation) Act, 1908, provides that i— " Tliis section shall not apply to a private company nor to a pro- spectus issued by or on behalf of a company after the expiration of one year from the date at which the company is entitled to commence business." FOEM OF PARTICULARS UNDER SECTION 2 OF THE COMPANIES (PARTICULARS AS TO DIRECTORS) ACT, 1918 (c). Return pursuant to s. 2 (1) by the of particulars respecting the directors* of the company, and respecting the persons who, since the registration of the comj)auy, have been directors of the company. tThe present Christian name or names and surname. §Any former Christian name or names or surname. Nation- ality. Nationality or origin (if other than the present nationality). Usual residence. Other basiness occupa- tion(s) if any. Directors at the date of the return. II Persons who since the registration of the company have been directors of the company, but are not directors at the date of the return. Signature. Officer Date. * "Director" includes any person who occupies the position cf a director and any person in accordance with whose directions or instructions the directors of a company are accustomed to act. t Christian name includes anj' forename. In the case of a peer or a person usually known by a British title different from his surname, the title by which he is known must be substituted for his surname. § In the case of natural- born British subjects a former Christian name or surname should not be sliown where that name or surname has been changed or disused before the person bearing the name had attained the age of eighteen years ; and in the case of a married woman the name or surname bj^ which she was known previous to the marriage should not be given. II Particulars with regard to the persons who are not directors at the date of the return are not required in the case of a company incorporated outside the United Kingdom. Turning to the special requirements of the Assurance Companies Act, 1909. (c) Form prescribed by order of the Board of Trade of 1st November, 1918. Assurance Companies 21 Tliis Act does not affect the National Debt Commissioners or the Postmaster-General, acting under the authorities vested in them respec- tively by the Government Annuities Acts, 1829 to 1888, and the Post Office Savings Bank Acts, 1861 to 1908 ; it also does not apply to a member )f Lloyd's or of any other association of underwriters approved by the Board of Trade, who carries on assurance business of any class, provided :.hat he complies with the requirements set forth in the Eighth Schedule bo the Act, and applicable to business of that class (d). Save as otherwise expressly provided by the Act nothing in the Act ipj)lies to assurance business of any class other than one of the classes specified in section one of the Act, and a policy is not to be deemed to be I policy of fire insurance by reason only that loss by fire is one of the various :isks covered by the policy (e). Sectiou 1 of the Act provides that — ihis Act shall apply to all persons or bodies of persons, whether jorporate or unincorporate, not being registered under the Acts relating ;o friendly societies or to trade unions (/) (which persons and bodies of persons are hereinafter referred to as assurance companies), whether 3stabUshed before or after the commencement of this Act, and whether Bstablished within or without the United Kingdom, who carry on witliin ;he United Kingdom assurance business of all or any of the following classes : — • (a) Life assurance business ; that is to say, the issue of, or the under- taking of liability under, policies of assurance upon human life or the granting of annuities upon human hfe {g). In respect of this class of business — " Policy on human life " means any instrument by which the payment of money is assured on death (except death by acci- dent only), or the happening of any contingency dependent on human hfe, or any instrument evidencing a contract which is subject to payment of premiums for a term dependent on (d) These provisions are thought society extend to the society the ;o be beyond the scope of this exemption conferred by tWs Act ivork, and are therefore omitted. on registered friendly societies if it (e) Assurance Companies Act, appears to the Board, after consult- 1909, s. 28. In United London and ing the Cliief Registrar of Friendly Scottish Insurance Co., [1915] 2 Ch. Societies, that the society is one to 12, the policy was held to be a fire wliich it is inexpedient that the jolicy with marine risks, and so provisions of the Act should apply ivithin the Assurance Companies ibid., s. 35. Act, 1909. (g) The expression " annuities on (/ ) The Board of Trade may, on human life " docs not include super- bhe application of any unregistered annuation allowances and annuities irade union originally established payable out of any fund applicable more than twenty years before the solely to the relief and maintenance sommencement of this Act, extend of persons engaged or who have to the trade union tlio exemption been engaged in any particular conferred by the Act on registered profession, trade, or employment, trade unions, and may on the appli- or of tlie dependants of sue}) [!9.tion of an unregistered friendly persons, ibid., s, 29, 22 Introductory human life ; and where the company grants annuities upon human Ufe " poUcy " includes the instrument evidencing the contract to pay such an annuity, and " poUcy holder " includes annuitant ; {h). To come under this provision policies must be in writing, and so where an industrial society was empowered to make and was making certain payments on the death of members or their relatives, but no policies had been issued, no premium had been paid, and there was no obligation on the society to appropriate any further sum to its insurance fund and it could terminate the arrangement at any time by resolution of a general meeting, it was not carrying on the business of life assurance, even though it advertised " free life assurance " as an inducement to persons to become members (/). A scheme by which women who have purchased goods for a certain number of weeks prior to their husbands' deaths get an annuity during widowhood, is within these provisions {h). And so is a policy under which a certain sum is to be paid at a future date if the assured is then alive and another sum if he is then dead (/), and policies under which a certain sum is payable at a fixed date, but which will either be automatically cancelled, or can, at the option of the legal personal representatives of the assured, be can- celled, with return of premiums in either case, on death before that date {m). All written instruments granting annuities relating to the life department only and granted in good faith and for valuable consideration are within this definition, and so where proceedings for breach of contract by the manager of the life assurance depart- ment of a company which carried on various forms of assurance business, were compromised on the terms of the manager receiving an annuity, such annuity was on liquidation a charge on the life assurance (>i). (6) Fire insurance business ; that is to sa}', the issue of, or the under- taking of Uability under, policies of insurance against loss by or incidental to fire ; (o) (c) Accident insurance business ; that is to say, the issue of or the undertaking of liabiUty under, policies (p) of insurance upon the (h) Assurance Companies Act, ance Co., [1912] 2 Ch. 597 n. 1909, s. 30 (a) and (b). {m) National Standard Life Assur- (i) HamjHon v. Toxtcth Co-opera- ance Corporation, [1918] 1 Ch. 427. live Provident Society, [1915] 1 Ch. (n) British Union v. XationaJ In- 721. surance Co., [19U] 2 Ch. 77. (k) Nelson c& Co. v. Board of (o) Assiu-ance Companies Act, Trade (1901), 84 L. T. 565. 1909, s. 1 ; cp. United London and (l) Prudential Assurance Co. v. Scottish Insurance Co., [1915] 2 Ch. Commissioners of Inland Revenue, 12. [19041 2 K B. 658: Joseph v. Law [p) In relation to accident insnr- Intcgrity Insurance, [1912] 2 Ch. ance business and emploj'ers lia- 581 ; Flood v. Irish Provident Assur- biUty insurance business the expi-es- Assurance Companies 23 happening of personal accidents, whether fatal or not, disease, or sickness, or any class of personal accidents, disease, or sick- ness ; (q) (tt) Employers' liability insurance business ; that is to say, the issue of, or the undertaking of UabiUty under, poUcies (r) insuring emplo3'ers against liability to pay compensation or damages to workmen in their employment ; (q) This does not extend to claims of dependents under the Work- men's Compensation Acts, and possibly not to damages under Lord Campbell's Act (s). Where a company carries on employers' liability insurance busi- ness the Act does not apply in respect to that business in the cases following : — (1) Where the company is an association of employers wliich satisfies the Board of Trade that it is carrying on or is about to carry on business wholly or mainly for the purpose of the mutual insur- ance of its members against liabilitj' to pay compensation or damages to workmen employed by them, either alone or in con- junction with insurance against any other risk incident to their trade or industry ; or (2) Where the company carries on the employers' liability insurance business as incidental onl}' to the business of marine insurance by issuing marine policies or policies in the form of marine policies covering liability to pay compensation or damages to workmen as well as losses incident to marine adventure or adventure analo- gous thereto ; (t) (e) Bond investment business ; (u) that is to say, the business of issuing bond or endowment certificates by which the company, in return for subscriptions payable at periodical intervals of two months or less, contract to pay the bond holder a sum at a future date, and not being life assurance business as above defmed {x) . A company registered under the Companies Acts which trans- acts assurance business of any of these five classes in any part of the world is to be deemed to be carrying on such business within the United Kingdom (x). Subject to the exceptions after mentioned — Every assurance company must deposit and keep deposited with the Pay- sion "policy" includes any policy {s) Law Car and General Insnr under which there is for the time ance Corporation, [1913] 2 Ch. 103. being an existing liability or under (t) Assurance Comjianies Act, which any liabiUty may accrue: 1909, s. 33 (1) (a) and (b). Assurance Companies Act, 1909, (w) In the cases of these com- ss. 32 and 33. panies the expression " policy " in- (q) Assurance Companies Act, eludes any bond, certificate, receipt, 1909, s. 1 : cp. United London and or other instrument evidencing tho Scottish Insurance Co., [1915] 2 Ch. contract with tho company: Assur- 12 ance Companies Act, 1909, s, 34 (o), (r) See note (p), p, 23- {x) Jbid.f s, h 24 Introductory master-General for and on behalf of the Supreme Ck)urt the sum of twenty thousand pounds. The sum so deposited must be invested by the Paymaster- General in Buch of the securities usually accepted by the Court for the investment of funds placed under its administration as the company may select, and the interest accruing due on any such securities wall be paid to the company. The deposit may be made by the subscribers of the memorandum of association of the company, or any of them, in the name of the proposed company, and, upon the incorporation of the company, will be deemed to have been made by, and to be part of the assets of, the company, and the Registrar of Joint Stock Companies, may not issue a certificate of incorporation of the company until the deposit has been made. Where a company carries on, or intends to carry on, assurance business of more than one class, a separate sum of twenty thousand pounds must, subject to the exceptions after mentioned, be deposited and kept deposited under this section as respects each class of business, and the deposit made in respect of any class of business in respect of which a separate assurance fund is required to be kept w'ill be deemed to form part of that fund, and all interest accruing due on any such deposit or the securities in which it is for the time being invested must be carried by the company to that fund. The Paymaster- General may not accept a deposit except on a warrant of the Board of Trade. The Board of Trade may make rules with respect to applications for warrants, the payment of deposits, and the investment thereof or deaUng therewith, the deposit of stocks or other securities in heu of money, the payment of the interest or dividends from time to time accruing due on any securities in which deposits are for the time being invested, and the withdrawal and transfer of deposits (y), and the rules so made will have effect as if they were enacted in this Act, and must be laid before Parlia- ment as soon as may be after they are made. This section applies to an assurance company registered or having its head office in Ireland, subject to the following modifications : — References to the Supreme Court are to be construed as references to the Supreme Court of Judicature in Ireland, and references to the PajTuaster-General are to be construed as references to the Accountant -General of the last-mentioned Court (2). In the case of life assurance companies the obligation to deposit aud keep deposited the sum of £20,000 applies notwithstanding that the corapany has previously made and withdrawn its deposit or been exempted from making its deposit under any Act repealed by the (y) Rules have, as is mentioned fund to be set aside under s. 3 of later, been made, but the question this Act, infra, p. 28, the security of withdrawing and transferring of the policy-holders or of the deposits is reserved for a later chap- particular class of policy-holders ter (infra, pp. 887 et seq.). for whom it is deposited, Nelson ). The definition of a Joint Stock Company contained in section 250 of the Act, and above referred to is as follows : " For the purposes of this part of tliis Act, as far as relates to registra- tion of companies as companies limited by shares, a joint stock company means a company having a permanent paid-up or nominal share capital of fixed amount divided into shares, also of fixed amount, or held and transferable as stock, or divided and held partly in one way and partly in the other, and formed on the principle of having for its members the holders of those shares or that stock, and no other persons ; and such a company when registered with limited liabiUty under this Act shall be deemed to be a company limited by shares {q)." Before the registration in pursuance of this Part of the Act of a joint stock company there must be delivered to th^ registrar the following documents (that is to say) — (1) A list showing the names, addresses, and occupations of all persons who on a day named in the list, not being more than six clear days before the day of registration, were members of the company, with the addition of the shares or stock held by them respectively, distinguishing, in (m) Section 71. If the special supra, -p. 15, n. (e). resolution contains the particulars (n) Section 54 — the pro\-isions of required to be contained in the wliicli aj-e identical with s. 71 of the memorandum, and a copy thereof Friendly Societies Act, 1896, and lias been registered at the central see s. 55 as to a company converting office, a copy of such resolution itself into a society under the Indus - under the seal or stamp of the trial and rro\'ident Societies Act. central office will have the same (o) Blackburn Philanthropic As- effect as a memorandum; and see surance Co., [1914] 2 Ch. 430. also Blythe v. Birtley, [1910] 1 Ch. (p) Assurance Companies Act, 228 ; McGlade v. The Royal London 1909, s. 36. Mutual Insurance Society, [1910] 2 (g) Companies (Consolidation) Ch. 169. See also the Companies Act, 1908, s. 250. (Converted Societies) Act, 1910, Registration under Part VII. of the Act 33 cases where the shares are numbered, each share by its number (r) : (2) A copy of any Act of Parliament, royal charter, letters patent, deed of settlement, contract of co-partnery, cost book regulations, or other instrument constituting or regulating the company ; and (3) If the company is intended to be registered as a limited company, a statement specifying the following particulars (that is to say) : — (a) The nominal capital of the company and the number of shares into which it is divided, or the amount of stock of which it consists ; (b) The number of shares taken and the amount paid on each share ; (c) The name of the company, with the addition of the word " limited " as the last word thereof {s) ; and {d) In the case of a company intended to be registered as a company limited by guarantee, the resolution declaring the amount of the guarantee (t). Before the registration in pursuance of this Part of this Act of any company not being a joint stock company, there must be delivered to the registrar of joint stock companies — (1) A list showing the names, addresses, and occupations of the direc- tors or other managers (if any) of tlie compauy ; and (2) A copy of any Act of ParUament, letters patent, deed of settlement, contract of co-partnery, cost book regulations, or other instru- ment constituting or regulating the company ; and (3) In the case of a company intended to be registered as a company limited by guarantee a copy of the resolution declaring the amount of the guarantee {u). The lists of members and directors and any other particulars relating to the company required to be delivered to the registrar must be verified by a statutory declaration of any two or more directors or other principal officers of the company (x), and in addition the registrar may require such evidence as he thinks necessary for the purpose of satisfying himself whether any company (r) This Form (No. 19) is supplied supplied by Somerset House (cost by Somerset House (cost 2d.). A 2d.). Such statement must bo 5s. registration fee stamp must bo signed by a director, secretary, or impressed. It must bo signed by other authorised officer of the a director, secretary, or other company. authorised officer. Form 20 also (l) Companies (Consolidation) supplied by Somerset House should Act, 1908, s. 252. be applied for at the same time. It (w) Ibid., s. 253. is a continuation of Form 19. (x) Ibid., s. 254. This declara- (s) The preceding particulars will tion will be in Form 23 supplied by be presented for filing on Form 21, Somerset House (cost 2d.). S.C.L. 3 34 Introductory proposing to be registered is or is not a joint stock company within the meaning of section 250 of the Act {y). WTiere a banking company which was in existence on the seventh day of August, eighteen hundred and sixty-two proposes to register as a limited company, it must at least thirty days before so register- ing, give notice of its intention so to register to every person who has a banking accoimt with the company, either by delivery of the notice to him, or by posting it to him at, or delivering it at, his last known address. If the company omits to give the notice required by this section, then as between the company and the person for the time being interested in the account in respect of which the notice ought to have been given, and so far as respects the accoimt down to the time at which notice is given, but not further or otherwise, the certificate of registration with limited liability will have no operation {z). No fees are chargeable in respect of the registration in pursuance of this Part of this Act of a company if it is not registered as a limited company, or if before its registration as a limited company the liability of the shareholders was limited by some Act of Parliament or by letters patent (a). When a company registers in pursuance of this Part of the Act with limited liability, the word " limited " will form and be registered as part of its name (&). On compliance with the requirements of this Part of the Act with respect to registration, and on payment of such fees, if any, as are payable under Table B in the First Schedule to the Act, the registrar of joint stock companies must certify under his hand that the company applying for registration is incorporated as a company under the Act, and in the case of a limited company, that it is limited (c), and thereupon the company will be incorporated, and will have perpetual succession, and a common seal, with power to hold lands ; and any banking company in Scotland so incorporated will be deemed to be a bank incorporated, constituted, or established by or under Act of Parliament {d). All property, real or personal (including things in action), belong- ing to or vested in a company at the date of its registration in pur- suance of this part of the Act, will on registration pass to and vest in the company as incorporated imder the Act for all the estate and interest of the company therein (e). {y) Companies (Consolidation) (d) Companies (Consolidation) Act, 1908, s. 255. Act, 1908, s. 259. (z) Hid., s. 256. (e) Ibid., s. 260, in Cussoik':, Ltd. (a) Ibid.,s. 257. (1904), 73 L. J. Ch. 296, where a (b) Ibid., s. 258. partnerslaip consisting of more than (c) As to the conclusiveness of the seven members had succeeded in get- certificate, see s. 17 of the Act, ling itself registered uiider this part supra, pp. 15 and 16, of the Act, it was held that though Effect op Registration under Part VII. of Act 35 Eegistration of a company in pursuance of tliis Part of tlie Act will not affect the rights or liabilities of the company in respect of any debt or obligation incurred, or any contract entered into, by, to, with or on behalf of the company before registration (/). All actions and other legal proceedings which at the time of the registration of a company in pursuance of this Part of the Act are pending by or against the company, or the public officer or any member thereof, may be continued in the same manner as if the registration had not taken place ; but execution may not issue against the effects of any individual member of the company on any judgment, decree or order obtained in any such action or proceeding ; but, in the event of the property and effects of the company being insufficient to satisfy the judgment, decree, or order, an order may be obtained for winding-up the company {g). When a company is registered in pursuance of this Part of the Act — (i) All provisions contained in any Act of Parliament deed of settlement, contract of co-partnery, cost book regulations, letters patent, or other instrument constituting or regulating the company, including, in the case of a company registered as a company limited by guarantee, the resolution declaring the amount of the guarantee, will be deemed to be conditions and regulations of the company in the same manner and with the same incidents as if so much thereof as would, if the company had been formed under this Act, have been required to be inserted in the memorandum, were con- tained in a registered memorandum, and the residue thereof were contained in registered articles : (ii) All the provisions of the Act will apply to the company, and the members, contributories, and creditors thereof, in the same manner in all respects as if it had been formed under the Act, subject as follows (that is to say) :— (a) The regulations in Table A in the First Schedule to the Act will not apply unless adopted by special resolution : the company so formed ought never (gr) Companies (Consolidation) to have been registered, the cer- Act, 1908, s. 262. This section does tificate of the registrar was con- not render persons who ceased to be elusive as to the company being well members before the company was formed, but that the property of registered liable as contributories : the partnership did not pass to the Lanyon v. Smith (1863), 3 B. & S. company under this section. In 938 ;i?ari;ey v.C'Zo?/?//^ (1863), 2 N. K. the circumstances of the case the 204 ; Zyo/ in carrying on his own business, sells contracts with the foreign corporation {g). This does not apply to Scotch or Irish companies on which the Companies Acts (h) or some other Act (^) prescribes a special mode of service, but it does apply (h) to Scotch and Irish companies where this is not the case. 519 ; La Bourgogne, [1899] P. 1, [1899] O. IX. R. 8, R. S. C. A. C. 439 ; Dunlop Pneumatic Tyre (g) Okura <& Co. v. Forshacha Co. V. Gesellsclmft fur Motor, [1902] 1 Jemverks Aktiebolag, [1914] 1 K. B. K. B. 342 ; Saccharin Corporation v. 715; Thames and Mersey Marine Ghemische Fabrik Von Heyde.n, Insurance Co. v. Societa di Navi- [1911] 2 K. B. 516 ; Actiesselskahet gazione a Vapore del Lloyd Austria Dampskib Hercules w. Grand Trunk Co. (1914), 111 L. T. 97. Pacific Railway, [1912] 1 K. B. {h) Watkins v. Scottish Imperial 222 ; and also Carron Iron Co. v. Insurance Co. (1889), 23 Q. B. D. Maclaren (1855), 5 H. L. C. 416 ; 285. and contrast Ingate v. Austrian (i) Palmer v. Caledonian Railway Lloyds (1858), 4 C. B. (n. s.) 704 ; Co., [1892] 1 Q. B. 823. Nutter V. Messageries Maritime de {k) Logan v. Bank of Scotland, France (1885), 54 L. J. Q. B. 52 ; [1904] 2 K. B. 495. Section 274 Mackereth v. Glasgow and South of the Companies (Consolidation) WesternRail. Co. (1873), 1:B,. 8 Ex- Act, 1908, does not apply to any 149 ; Badcock v. Cumberland Gap Scotch or Irish companies. Park Co., [1893] 1 Ch. 302; and see 44 Introductory list of documents presented for filing under section 274 of the companies (consolidation) ACT, 1908 (/). Registered No. F. Form No. 1, F. TuE CoiiPANrES (Consolidation) Act, 11)08, List of Documents presented for filing by the*. Pursuant to section 274. Presented for filing. by The * incorporated in f . ^— ■ ■ — and which has a place of business in the United Kingdom at Presents for filing, pursuant to section 274 of the Companies (Con- solidation) Act, 1908, the following documents: — (A) J (B)J (C)t The copies and translations (if any) above-mentioned must be certified in the manner prescribed in the regulations of the Board of Trade on that behalf, published in the London Gazette of the 1st April, 1919. Signature of the persons authorised \ under section 274 (1) (c) of the Com- | panics (Consohdation) Act, 1908 (see below), or of some other person ; in the United Kingdom duly autho- j rised by the Company. / Date * Insert name of company. f Insert countrj' of origin. J For the particulars of the documents required to bo filed, details of which are to be inserted here, see below. Particulars of the Documents required to be filed. (Section 274 (1) Companies (Consolidation) Act, 1908). (A) A certified copy of the charter, statutes, or memorandum and articles of the company, or other instrument constituting or defining the constitution of the company, and, if the instrument is not written in the English language, a certified translation thereof ; (B) A fist of the Directors of the Company ; (C) The names and addresses of some one or more persons resident in the United Kingdom authorised to accept on behalf of the Company service of process and any notices required to be served on the Company. (/) Form prescribed by tlie Order of the Board of Trade of 29th March, 1909. Forms under Section 274 45 LIST OF DIRECTORS TO BE FILED UNDER SECTION 274 OF THE COMPANIES (CONSOLIDATION) ACT, 1908 (m). Registered No. F.. o Form No. 2, F. A 5s. Companies Registration Fee Stamp must be impressed here. The Companies (Consolidation) Act, 1908. Return pursuant to section 274, by The * incorporated in f. and which has a place of business in the United Kingdom at. of a list of its directors. Presented for filing by * Insert name of company. List of Directors of the t Insert country of origin. Nam 28 of Directors. Addresses of Directors. Descriptions or Occupations of Directors. Signatures of the persons authorised under section 274 (I) (c) of the Companies (Consolidation) Act, 1908, or of some other person in the United Kingdom duly authorised by the Company. Date LIST OF PERSONS RESIDENT IN THE UNITED KINGDOM AUTHORISED TO ACCEPT SERVICE ON BEHALF OF A FOREIGN COMPANY TO BE FILED PURSUANT TO SECTION 274 OF THE COxMPANIES (CONSOLIDATION) ACT, 1908 (/t). Registered No. F._ o (m) Form prescribed by the order of the Board of Trade of 29th March, 1909. Sec tiupra, p. 39, as to the particulars required by the Companies (Particulars as to Direc- tors) Act, 1917, and sec also p. 20 for the form prescribed by the order of the Board of Trade of 1st November, Form No. 3, F. A 55. Companies Registration Fee Stamp must be impressed here. 1918. The forms in use in the case of foreign companies can be pro- cured at Somerset House, Form 2f and Form 5v. {n) Form prescribed by the order of the Board of Trade of 29th March, 1909. 46 Introductory The CoMPANiKS (Consolidation) Act, 1908. Return pursuant, to section 274, by The* "_ incorporated in t_ wliich has a place of business in the United Kingdom at of the names and addresses of some one or more persons resident in the United Kingdom authorised to accept on behalf of the Company service of process and anj' notices required to be served on the Company. Presented for filing by * Insert name of company, t Insert country of origin. List of persons authorised to accept service on behalf of the Company. Names of Persons. Descriptions or Occupations. Signatures of the persons authorised^ under section 274 (1) (c) of the Companies (Consolidation) Act, 1908, or of some other person in the United Kingdom duly autho- rised by the Companj'. Date NOTICE OF ALTERATION OF THE CHARTER, ETC., OF A COJ^IPANY TO BE FILED PURSUANT? TO SECTION 274= OF THE COMPANIES (CONSOLIDATION) ACT, 1908 (o). Registered No. F.. Form No. 4, F. The Companies (Consolidation) Act, 1908. The*__ Notice of alteration in the Charter, Statutes, Memorandum, or other Instrument constituting or defining the constitution of the Company. {Pursuant to section 274.) Note. — ^Tliis notice must be filed ^^ithin twenty-one da3-s after the date on which particulars of the alteration could, in due course of (o) Form prescribed by the order of the Board of Trade of 29th March, 1909. Forms under Section 274 47 post, and if despatched with due diUgence, have been received in the United Kingdom from the place where the Company is in- corporated. Presented for filing by Notice is hereby given, pursuant to section 274 of the Companies (Consolidation) Act, 1908, by the * incorporated in f and wliich has a place of business in the United Kingdom at of the alteration in the t constituting or defining the constitution of the Company § Certified Copy of Alteration with Certified Copy of new Deed, if one has been executed, and Certified Translation of Alteration, or — and — Deed, if not in English language, must accompany this Notice, and be shortly referred to here. Signatures of the persons authorised'' under section 274 (1) (c) of the Companies (Consolidation) Act, 1908, or of some other person in / the United Kingdom duly autho- rised by the Company. Date . * Insert name of company. t Insert cotintry of origin. X Insert "Charter," "Statutes," " Memorandum," or " Articles," or other instrument, as the case may be. § The copy and Translation (if any) must be certified in the manner prescribed in the Regulations of the Board of Trade on that behalf published in the London Gazette of the 1st April, 1919. NOTICE OP ALTERATION IN THE LIST OF DIRECTORS OF A FOREIGN COMPANY TO BE FILED PURSUANT TO SEC- TION 274 OF THE COMPANIES (CONSOLIDATION) ACT, 1908 (p). Registered No. F Form No. Sj F. The Companies (Consolidation) Act, 1908. o A 5s. Companies Registration Fee Stamp must be impressed here. (p) Form prescribed by the Order Act, 1917, and supra, p. 20, for the of the Board of Trade of 29th March, form prescribed by the order of the 1909, See supra, p. 39, as to the Board of Trade of Ist November, particulars required by the Com- 1918. panics (Particulars as to Directors) 48 Introductory Notice of alteration in the list of Directors of the * {Pursuant to section 274.) Note. — Tlus Notice must be filed witliin twenty-one dajs after the date on wliich particulars of the alterations coiild, in due course of post, and if despatched with due diUgence, have been received in the United Kingdom from the place where the Company is incorporated . Presented for filing by Notice is hereby given, pursuant to section 274 of the Companies (Consolidation) Act, 1908, by the * . incorporated in t ■ ■ and wliich has a place of business in the United Kingdom at of alteration in the list of Directors. Names of Directors. Addresses of Descriptions or Occupations Directors. of Directors. Remarks as to the alteration. Signatures of the persons autho-\ rised under sections 274 (1) (c) of | the Companies (ConsoUdation) Act, 1908, or of some other person in the United I\ingdom duly authorised by the Company. ' Date * Iniort name of company. f Insert country of origin. NOTICE OF ALTERATION IN THE XA3IE OR ADDRESSES OF PERSONS RESIDENT IN THE UNITED KINGDOM AUTHO- RISED TO ACCEPT SERVICE ON BEHALF OF A FOREIGN COMPANY TO BE FILED PURSUANT TO SECTION 274 OF THE COMPANIES (CONSOLIDATION) ACT, 1908 (q). Registered No. F Foiiu No. 6 F. The Companies (Consolidation) Act, 1908. A OS. Companies Registration Fee Stamp must be impressed here. (q) Form prescribed by the Order of tiie Board of Trade of 29th March, 1909. o Forms under Section 274 49 The * Notice of alteration in the names or addresses of the persons resident in the United Kingdom authorised to accept on behalf of the Company service of process and any notices required to be served on the Company. {Pursuant to Section 274.) Note. — This Notice must be filed within twenty-one days after the date on which particulars of the alteration, could, in due course of post, and if despatched with due diligence, have been received in the United Kingdom from the place where the Company is incor- porated. Presented for filing by- . Notice is hereby given, pursuant to section 274 of the Companies (Consolidation) Act, 1908, by the * incorporated in t __and which has a place of business in the United Kingdom at , of alteration in the names or addresses of the persons resident in the United Kingdom authorised to accept on behalf of the Company service of process and any notices required to be served on the Company. X Particulars of Alteration. Signatures of the persons authorisedx under section 274 (1) (c) of the | Companies (Consoldiation) Act, 1908, or of some other person in the United Kingdom duly autho- rised b}' the Company. Date * Insert name of company, t Insert country of origin. t Where any persons are appointed, the full names, addresses, and descriptions of the persons so appointed should be given. STATEMENT IN THE FORM OF A BALANCE SHEET TO BE FILED BY A FOREIGN COMPANY PURSUANT TO SECTION 274 OP THE COMPANIES (CONSOLIDATION) ACT, 1908 (r). Registered No. F.____ . Form No. 7, F. The Companies (Consolidation) Act, 1908. o A 5s. Companies Registration Fee Stamp must be impressed here. Statement in the form of a balance sheet by the _ (r) Form prescribed by the Order of the Board of Trade of 29th March, 1909. S.C.L. 4 50 Introductory (Pursuant to Section 274 (3).) Presented for filing by Return pursuant to section 274 (3) of the C!ompanies (Consolidation) Act), 1908, by The* Incorporated in f and which has a place of business in the United Kingdom at of a Statement in the form of a Balance Sheet audited by the Companj^'s Auditors % and made up to day of Signatures of the persons authorised under section 274 (1) (c) of the Companies (ConsoUdation) Act, 1908, or of some other person in the United Kingdom duly autho- rised by the Company Date - * Insert name of company. f Insert country of origin. % Insert names and addresses of auditors. Section 274 (3) of the Companies (Consolidation) Act, 1908, is as follows : — " (3) Every company to which tliis section appUes shall in every year file with the registrar such a statement in the form of a balance sheet as would, if it were a company formed and registered under this Act, and having a share capital, be required under this Act to be included in the annual summary." The statement above-mentioned is described in section 26 (3) of the Act as follows : — " Statement in the form of a balance sheet audited by the Company's auditors, and containing a summary of its share capital, its liabihties, and its assets, giving such particulars as will disclose the general nature of those liabilities and assets, and how the values of the fixed assets have been arrived at, but the balance sheet need not include a statement of profit and loss." For the purposes of the registration of companies under the Act, the Act provides that there shall be offices in England, Scotland, and Ireland, at such places as the Board of Trade think fit («). (s) Companies (Consolidation) are continued as if they had been Act, 1908, s. 243. The offices existing established under the Act, and at the commencement of the Act in registers of companies kept in any England, Scotland, and Ireland for such existing offices ai'e respectively registration of joint stock companies to be deemed part of the registers Eegistration Offices and Fees 51 The Board of Trade may appoint such registrars, assistant registrars, clerks, and servants as the Board think necessary for the registration of companies under the Act, and may make regulations with respect to their duties ; and may remove any persons so appointed. The salaries of the persons appointed under this section are fixed by the Board of Trade with the concurrence of the Treasury, and paid out of money provided by Parliament. The Board of Trade may require that the office of the Registrar of the Court exercising in respect of the winding-up of companies the stannaries jurisdiction shall be one of the offices for the registra- tion of companies within that jurisdiction ; and may direct a seal or seals to be prepared for the authentication of documents required for or connected with the registration of companies. Any person may inspect the documents kept by the Registrar on payment of such fees as may be appointed by the Board of Trade, not exceeding one shilling for each inspection ; and any person may require a certificate of the incorporation of any company, or a copy or extract of any other document or any part of any other document, to be certified by the Registrar, on payment for the certificate, cer- fied copy, or extract, of such fees as the Board of Trade may appoint, not exceeding five shillings for a certificate of incorpora- tion, and not exceeding sixpence for each folio of a certified copy or extract, or in Scotland for each sheet of two hundred words. A copy of or extract from any document kept and registered (i) at any of the offices for the registration of companies in England, Scotland, or Ireland, certified to be a true copy under the hand of the Registrar or an Assistant Registrar (whose official position it is not necessary to prove) will in all legal proceedings be admissible in evidence as of equal validity with the original document. of companies to be kept under the received by them- — and persons Act. The existing registrars, assist- other than officers of the Board of ant registrars, officers, clerks, and Trade performing any duties under servants in those offices are during the Companies (Winding-Up) Act, the pleasure of the Board of Trade 1890, and receiving therefor any to hold the offices and receive the salary or remvmeration by tho salaries hitherto held and received direction of the Lord Chancellor, by them, but subject to any regula- are, during his pleasure, to receive tions of the Board of Trade with the salaries or remuneration hitherto regard to the execution of their received by them, Companies (Con- duties. The existing official re- soUdation) Act, 1908, s. 289. ceivers and officers of the Board of (0 The Registrar will register a Trade appointed for the execution document after the expiration of of the Companies (Winding-Up) the time limited for that purpose by Act, 1890, are during the pleasure the Act — except in cases where tho of the Board of Trade to hold the court has power to extend tho time offices and receive the salaries or for registration, when an order of remuneration liitherto held and the Court wil bo necessary. 52 Introductory Whenever any Act is b}' the Companies (Consolidation) Act, 1908, directed to be done to or by the Registrar of Companies, it will, until the Board of Trade otherwise directs, be done in England to or by the existing Registrar of Joint Stock Companies, or in his absence to or by such person as the Board of Trade may for the time being authorise ; in Scotland to or by the existing Registrar of Joint Stock Companies in Scotland ; and in Ireland to or by the existing Assistant Registrar of Joint Stock Companies for Ireland, or to or by such person as the Board of Trade may for the time being authorise in Scotland or Ireland, in the absence of the Registrar or Assistant Registrar ; but in the event of the Board of Trade altering the constitution of the existing registry offices or any of them, any such act must be done to or by such officer and at such place with reference to the local situation of the registered officer of the companies to be registered as the Board of Trade may appoint (w). There are to be paid to the Registrar in respect of the several matters mentioned in Table B in the First Schedule to the Act the several fees therein specified, or such smaller fees as the Board of Trade may from time to time direct. All fees paid to the Registrar in pursuance of the Act must be paid into the Exchequer {x). The following is the table of fees set out in Table B. TABLE OF FEES TO BE PAID TO THE REGISTRAR OF COMPANIES (?/). T. By a company having a capital divided into shares. £ s. d. For registration of a company {z) whose nominal share capital does not exceed £2,000 2 Fur registration of a company whose nominal share capital exceeds £2,000, the following fees, regulated according to the amount of nominal share capital (that is to say) : For every £1,000 of nominal share capital, or part of £1,000, up to £5,000 10 {u) Companies (Consolidation) by foreign companies). Act, 1908, s. 243. (2) There must also be filed (x) Ibid., s. 244. with the Registrar a statement of (y) The Board of Trade may alter the share capital with a 5s. ad this Table, but not so as to increase valorem stamp duty for every £100 the amount of fees payable to the or fraction of £100 over any multiple Registrar. Any such alteration of £100 of the amount of such must be published in the London capital: Stamp Act, 1891, s. 112, as Gazette, and will thenceforth have amended by the Finance Act, 1899, the same force as if it were con- s. 7. By the Finance Bill of 1920 tained in the Schedule to the Act : it is proposed to increase these Companies (Consolidation) Act, duties to £1 for every £100 or 1908, s. 118, There are also cer- fraction of £100 aa from 19th tain further fees payable, e.^., under April, 1920. Somerset House has its B. 93 (registration of mortgages), and own form (No. 25) for this state- s. 274 (registration of documents ment. Registration Fees 53 For every £1,000 of nominal share capital, or part of £1,000, £ s. d. after the first £5,000, up to £100,000 . . . .050 For every £1,000 of nominal share capital, or part of £1,000, after the first £100,000 10 For registration of any increase of share capital made after the first registration of the company, the same fees per £1,000, or part of a £1,000, as would have been payable if such increased capital had formed part of the original capital at the time of registration (a). Provided that no company shall be liable to pay in respect of nominal share capital, on registration or afterwards, any greater amount of fees than £50, taking into account in the case of fees payable on an increase of share capital after registration the fees paid on registration For registration of any existing company, except such com- panies as are by this Act exempted from payment of fees in respect of registration under tliis Act, the same fee as is charged for registering a new company .... For registering any document by tliis Act required or autho- rised to be registered, other than the memorandum or the abstract required to be filed with the Registrar by a receiver or manager or the statement required to be sent to the Registrar by the liquidator in a winding-up in England 050 For making a record of any fact by tliis Act required or authorised, to be recorded by the Registrar . . .050 II. By a company not having a share capital. For registration of a company whose number of members, as stated in the articles, does not exceed 20 . . .200 For registration of a company whose number of members, as stated in the articles, exceeds 20, but does not exceed 100 5 For registration of a company whose number of members, as stated in the articles, exceeds 100, but is not stated to be unlimited, the above fee of £5, with an additional 5s. for every 50 members or less number than 50 members after the first 100 (a) There must also be filed with way as the duties mentioned in the Registrar on any increase of the precedmg note. Somerset capital, within fifteen days after the House has its own form (No. 26) passing of the resolution effecting for tliis statement. Interest at such increase, a statement of the tlie rate of 5 per cent, per annum amount of such increase bearing a will also be payable if this state- 58. ad valoron stamp duty for every ment is not so filed, llevenuo Act, £100 or fraction of £100 over any 1903, s, 5. Stamp duty is payable multiple of £100 of the amount of under these provisions where a such increase of capital. Stamp Act, resolution authorising directors to 1891, 8. 112 as amended by the increase the share capital has been Finance Act, 1899, b. 7. These passed : Attorney -Oeneral v. Anglo- duties are under the 1920 Finance Arr/entine Tramway.t, [1909] I K. B, Pjl) to be jncrrascd in the samp 077- 54 Introductory For registration of a company in which the number of members £ s. d is stated in the articles to be unlimited . . . . 20 For registration of any increase on the number of members made after the registration of the company in respect of every 50 members, or less than 50 members, of that increase . . . • • • • • .050 Provided that no company shall be Uable to pay on the whole a greater fee than £20, in respect of its number of members, taking into account the fee paid on the first registration of the company ....... ^ For registration of any existing company, except such com- panies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee as is charged for registering a new company For registering any document by this Act required or autho- rised to be registered, other than the memorandum or the abstract required to be filed with the Registrar by a receiver or manager or the statement reqxiired to be sent to the Registrar by the liquidator in a winding-up in England 050 For making a record of any fact by tliis Act required or autho- rised to be recorded by the Registrar . . . .050 The Board of Trade must cause a general annual report of matters within the Act to be prepared and laid before both Houses of Parlia- ment (6). Any approval sanction or licence or revocation of licence wliich imder the Act may be given or made by the Board of Trade may be iinder the hand of a secretary or assistant secretary of the Board or of any persons authorised in that behalf by the President of the Board (c). (6) Companies (Consolidation) (c) Ibid., s. 284. Act, 1908, s. 283. CHAPTER 11. The Memorandum and Articles of Association. As has been stated, the Act allows of three different kinds of com- panies registering imder it — (a) companies limited by shares ; (b) companies limited by guarantee ; and (c) unlimited companies — and there are in addition certain companies formed under earlier Acts which may register under the existing Act. The memorandum of association of companies limited by shares must state — (i) The name of the company, with " Limited " as the last word in its name ; (ii) The part of the United Kingdom, whether England, Scotland, or Ireland, in which the registered office of the company is to be situate ; (iii) The objects of the company ; (iv) That the liability of the members is limited ; (v) The amount of share capital with which the com- pany proposes to be registered, and the division thereof into shares of a fixed amount : (2) No subscriber of the memorandum may take less than one share : (3) Each subscriber must write opposite to his name the number of shares he takes (a). Although, as has already been stated, there must be two sub- scribers in the case of private companies, and seven in other cases, such persons need not be independent persons — and a company will be validly formed if all the subscribers are the nominees of one person, or if all but one of them are nominees of that one (b). In such case a person, even though he is director, secretary, and practically sole shareholder, will pruna facie not be liable for the acts of the company's servants (c). A person will, however, not be allowed to escape the result of what are in substance his own criminal acts, by using a company under his control to do such acts (d). Further, a company which is registered in the United Kingdom may assume an enemy character not only where it carries on its business in an enemy (o) Companies (Consolidation) (c) Booth v. Ilelliwell, [1914] 3 Act, 1908, s. 3. K. B. 252 ; soealso Kemp v. Elisha, (b) Salomon v. Salomon ) Sec note (a;), p. 04. tered under the Act which by its S C.L. 5 66 The Memorandum and Articles of Association *' ing body of the Association, and any report or statement of its previous *' proceedings as an unincorporated body. If the Board of Trade are "satisfied that the application may be entertained, they •will furnish a " notice of such appUcation, to be inserted in a local newspaper for the " information of the public, and if after the expiration of a limited time •• there appears to be no sufficient reason why the Licence should not be *' granted, the Board of Trade will accept the Memorandum and Articles *' of Association, with such amendment, if any, as may be necessary, and *' grant a Licence. " 5. The Board of Trade will require to have the Memorandum and *' Articles of Association settled on their behalf by Counsel at the expense *' of the applicants, for which purpose, a fee oifire nuimus must accompany " the application. t The Board of Trade will not, however, be responsible *' for the Memorandum or Articles being properly framed as regards the " interests of the Association. No other fees or charges are payable to the " Board of Trade, and the fees for registration of the Association may be "ascertained by reference to Table B (II.) of the First Schedule to the •' Companies (ConsoUdation) Act, 1908." " * It is requested that the draft, and any subsequent revisions that "may be required, may, whether in print or manuscript, be of foolscap- " sized paper. " t A cheque for the amount of this fee should be made payable to " • The Accountant General to the Board of Trade,' " Form of Advertisement (c). Application for a licence of the Board of Trade. Notice is hereby given that in pursuance of the 20th section of the Companies (ConsoUdation) Act, 1908, application has been made to the Board of Trade for a licence directing an association about to be formed under the name of to be registered as a company with limited liability without the addition of the word limited to its name. The objects for wliich the association is proposed to be formed are [here specify the main object] and other objects specified in its memoran- dum of association, a copy of which can be inspected at the office of Messrs. No. Street in the citj' of London. Notice is hereby further given that any person, corporation, or com- pany objecting to tliis application may bring such objection before the Board of Trade on or before the day of 19 , by a letter addressed to the Comptroller of the Companies Department, Board of Trade, 55, Whitehall, London, S.W. 1. X. Y. & Co., 140, Street, Solicitoi's for the applicants. The next requirement of the memorandum of association is that it must state the part of the United Kingdom, whether England, (c) The advertisement generally before the last day for sending in appears from two weeks to a month objections. Object Clauses 67 Scotland, or Ireland, in whicli the registered office of the company is to be situate. It would seem that there is no way of altering the part of the United Kingdom in which the registered office of the company is situate, unless it can be done by re-registering under section 57 of the Companies (Consolidation) Act, 1908 {d). " The Objects of the Company." The wording here differs slightly from that in the old Act of 1862. That Act required the memorandum to state " the objects for which the proposed company is established" (e). The forms given in the schedules to the two Acts are, however, identical (/), in both cases the object clauses stating that " the objects for which the company is established are " to do one particular named thing, and it is thought that the alteration is merely a verbal alteration. This object clause limits the powers of the company (^). The company is incorporated subject to the conditions of its charter — i.e. its memorandum — and even the assent of every single shareholder will not authorize any act done, if it goes beyond what is stated to be the objects of the company ; any such act is ultra vires (A), and is simply not the act of the company {i). An ultra vires act is, however, not an illegal act, and it has been held that where a company has made an ultra vires loan, it can recover the money in an action for money had and received {h). In memoranda of the present day it is usual, not to follow the shortness of the forms given in the schedules, but to give a long list of diverse objects, and often to add a clause stating that each of {(1) See ante, p. 58. ' Turner (1872), 8 Ch. 149, as to the (c) Companies Act, 1862, ss. 8, 9, rights of a company which has done and 10. an ultra vires act against outsiders, (/) See Forms A, B, C, and D in the and as to the effect of a conveyance Second Schedule to the Companies to a company of property which it is Act, 1862 ; and Forms A, B, C, and ultra vires for it to acquire. D in the Third Schedule to the (i) Ashhury Railway and Carriage present Act. Co. v. Riche (1875), L. R. 7 H. L. (g) See British South Africa Co. 653. A consant judgment will not v. De Beers Consolidated Mines, bind a company where it is based [1910] 1 Ch. 354, as to chartered on the assumption that an ultra companies, reversed on another vires act is valid : it will be other- point, [1912] A. C. 52; Bonanza wise where the validity of the act Greek Gold Mining Co. V. Rex, [191Q] in question was one of the points 1 A. C. 566. substantially in dispute : Great (h) See Ayersv. South Australian North-West Central Railway v. Banking Co. (1871), L. R. 3 P. Charlebois, [1899] A. C. 114. C. 548; Batson v. London School {k) Brougham v. Dwyer (1913), Board (1903), 2 L. G. R. 116; 20 108 L. T. .504. This case would T. L. R. 23 ; National Telephone appear to be difficult to reconcile Co. V. St. Peter's Port, [1900] A. C. with Sinclair v. Brougham, [1914] 317 ; Great Eastern Railway v. A. C. 398. 68 The Memorandum and Articles of Association such objects is a separate and independent object (l). This is no doubt contrary to the intention of the Act, and it would appear that the registrar should not register a company with such a wide object clause {m). Still, as section 17 of the Companies (Consolidation) Act, 1908, makes the certificate of the registrar conclusive evidence that all the requirements of the Act as to inter alia the objects of the company have been complied with, full effect will, while such certificate stands, be given to an object clause, however wide it may be. No doubt, where a company is not carrying on the main purpose for which it was formed, it may be wound up on the ground that its substratum has gone. But different considerations apply where it is sought to restrain a company from doing some act which is alleged to be ultra vires, and no act which is expressly authorized by the memorandum will be ultra vires. In construing a memorandum the Court will look at the name of the company, but, where the operative part of the memorandum is clear and unambiguous, its obvious meaning will not be cut down or enlarged by a reference to the name (w). No doubt the doctrine of noscitur a sociis will apply when construing the object clause of a memorandum of association (o), but only in the same way and to the same extent as it applies when construing other documents ; and this really amounts to this, that, as was said by Lindley, L.J., in German Date Coffee Co. (p), where there are general words care must be taken not so to read them as to make them a trap for the unwary. So where the Essequibo Rubber and Estates, Ltd., was registered with the following object.': (inter alia) : (1) To acquire, work, etc., licences, concessions, etc., and in particular four specified licences to collect rubber, balata, and other like sub- stances in a British Colony ; (2) to acquire shares of any company, and there was a wide clause pro\'iding that all the objects and powers in the memorandum were to be construed separately, and not limited by reference to any other object or power, or by the name of the company — the company had power {n) to take shares in any other company. Again, in Pedlar v. Road Block Gold Mines (q) the defendant company was formed to acquire the undertaking of a company with practically the same name, and the memorandum con- (t) In London and Edinburgh riageCo. v.22ic/)c(1875), L. R. 7 H. L. Shipping Co., [1909] S. C. 1, the (ioo, a company formed to sell rail - Scottish Court sanctioned such a way carriages, was not entitled to clause on the alteration of a deed of acquire and work a concession for settlement. a foreign railway, though it W£is (m) See supra, p. 13. authorized to carry on the business (n) Cotman v. Broughain, [1918] of general contractors. A. C. 514. This case appears to (p) (1882), 20 C. D. 169, at p. 188. override Stephens v. Mysore (Kan- This passage was cited with ap- gundy) Mining Co., [1902] 1 Ch. proval in Pedlar v. Road Block 745. Gold Mines, [1905] 2 Ch. 427. (o) In Ashbury Railway and Car- (q) [1905] 2 Ch. 427. Object Clauses 69 tained powers to acquire gold mines and other mining rights in Mysore and elsewhere, and to promote companies, it was held that the company could acquire and promote a company to take over certain mining options in Bengal. In Butler v. Northern Territories Mines of Australia {7), the facts were much the same as in the lastly mentioned case, and a similar view was taken by the Court. An insurance company formed to efltect life and certain other specified forms of insurance, and such other forms of insurance as the company in general meeting may determine, was held to be entitled to undertake fire and fidelity risks, when the company in general meeting so determined (s). In London Financial Association v. Kelk (1) a liberal construction was again given to a very wide object clause. In Ashhury Railway and Carriage Co. v. Riche {u) a narrower construction was put on a memorandum, which was not drawn on modern lines, but rather on those contemplated by the Act. Where a company is formed not to work a particular undertaking, but an undertaking of a certain class, as, for instance, a hotel any- where in London (x) or a skating rink(?/), the company can carry on such undertaking on a smaller scale than was originally contemplated, even where an attempt to carry on such undertaking on the original lines has failed, thus a company formed to work breweries at Brighton, and in particular to acquire a certain specified brewery, was entitled to start business in a small way with another brewery there (2). If some of the objects of a company as specified in its memorandum are illegal, the company cannot spend its moneys on such objects, but even if all the objects were illegal the company would still be validly incorporated, and could exercise certain powers, e.g. the power of winding itself up (a). The British Ships (Transfer Restriction) Acts, 1915 and 1916, provide that no transfer mortgage, or transfer of mortgage, made after the 10th August, 1916, of a British ship, or of any share therein to a foreign controlled corporation, shall have any eft'ect unless approved by the Board of Trade on behalf of His Majesty. Persons who make a purport to make such transfers or mortgages without such approval, will, in respect of each offence, be guilty of a mis- demeanour. The Acts apply to British ships registered at foreign ports of registry, to British ships registered in any British possession except British India, Canada, Australia, New Zealand, the Union of South (r) (190G), 96 L. T. 41. {y) Langham Skating Rink Co. (a) Norwich Provident Insurance (1877), 5 C. D. 609. Co., Bath's case (1878), 8 C. D. 334. {z) Syers v. Brighton Brewery (0 (1884), 26 C. D. 107. (1864), 11 L. T. 560. \u\ See note (o), p. 68. {a) Boivman v. Secnlar Society, (x) Suburban Hotel Co. (1807), 2 [1917] A. C. 406. Ch. 737. 70 The Memorandum and Articles of Association Africa and Newfoundland, and to British ships registered in the United Kingdom. In these Acts, the expression " foreign controlled corporation " means any corporation where either (1) the majority of the directors, or persons occupying the position of directors, by whatever name called, are not British subjects ; or (2) where the majority of the voting power is in the hands of persons who are not British subjects, or who exercise their voting powers directly or indirectly on behalf of persons who are not British subjects ; or (3) where the control is by any other means whatever in the hands of persons who are not British subjects ; or (4) where the executive is a foreign controlled company, or where the majority of the executive are appointed by a foreign controlled company. A corporation will not, for the purpose of these provisions, be a British subject unless it is established in, and subject to, the laws of some part of His Majesty's Dominions or some British Protectorate, and has its principal place of business therein (6). The Board of Trade may require any person who is the owner or mortgagee of a British ship, or of any share therein, or who applies to be registered as such owner or mortgagee, to forward to the Board such particulars as appear necessary to the Board for the purpose of ascertaining whether or not that person is, or is a trustee for, or otherwise represents a foreign controlled company, and, in the case of a corporation, may also require the secretary, or any other officer of the corporation performing the duties of secretary, to furnish those particulars. A person failing to supply such particulars as it is in his power to give when required, or furnishing particulars which are false in any material particular, will be guilty of a misdemeanour (c). Where any person who is the owner or mortgagee of a British ship, or of a share in a British ship, becomes a foreign controlled corporation, the ship, or share, or in the case of a mortgagee, the interest of the mortgagee, will be liable to forfeiture under Part I. of the Merchant Shipping Act, 1894 {d). These Acts have efEect during the continuance of the war and for a period of three years after (e). During the period of five years immediately after the termination of the war and thereafter until Parliament otherwise determine no banking business may be carried on within the United Kingdom- — (b) See The Polzeath, fl916] amended by the British Sliips "P. 24:1 ; Palmer V. Caledonian Bail- (Transfer Restriction) Act, 1916, tvay Co., [1892] 1 Q. B. 823, as to s. 1. what will be the principal place of (d) British Ships (Transfer Re- business, striction) Act, 1916, s. 2. (c) British Ships (Transfer Re- (e) Ibid., s. 3 (2). striction) Act, 1915, ss. 1 and 2, as Banking Companies 71 (a) by a company which is an enemy controlled corporation within the meaning of this Act ; or (6) by a firm or individual, if the business carried on is one with respect to which, if a state of war still continued, an order for the winding up thereof could have been made under section one of the Trading with the Enemy Amendment Act, 1916 ; and if any person is concerned in carrying on any such business in contravention of this provision he will be guilty of a misdemeanour punishable in like manner and subject to the like provisions as in the case of a misdemeanour under section one of the Trading with the Enemy Act, 1914, and that section applies accordingly. Where it appears to the Board of Trade that any banking business is carried on in contravention of this section the Board of Trade must order the business to be wound up, and for that purpose the provisions of section one of the Trading with the Enemy Amendment Act, 1910, and the provisions of the Trading with the Enemy Amendment Act, 1918, which relate to orders made under that section will with the necessary adaptations apply. The power of the Board of Trade to appoint inspectors under the Trading with the Enemy Acts, 1914 to 1916, includes the power to appoint inspectors for the purpose of ascertaining, during the period aforesaid, whether any banking business is carried on by a company which is an enemy controlled corporation or for the benefit of, or imder the control of, subjects of an enemy state, and the provisions of those Acts relating to inspection apply accordingly. The Board of Trade may, after consultation with the Treasury, make rules defining what business is, for the purpose of these pro- visions, to be deemed banking business : but that any rules so made must be laid before each House of Parliament as soon as may be after they are made, and if an address is presented to His Majesty by either House of Parliament within the next twenty days on which that House has sat, after any such rule is laid before them, praying that the rule may be annulled. His Majesty in Council may annul the rule, and it will thenceforth be void, without prejudice, however, to the making of any new rule (g). The expression " enemy-controlled corporation " means any corporation — (a) where the majority of the directors or the persons occupying the position of directors, by whatever name called, are subjects of an enemy state ; or (b) where it appears to the Board of Trade that tlio majority of the voting power or shares is in the hands of {g) Trading with tho Enemy Termination of Present War (Defini- Amendment Act, 1918, s. 2 ; and see tion) Act, 1918. 72 The Memorandum and Articles of Association persons who are subjects of an enemy state, or who exercise their voting powers or hold the shares directly or indirectly on behalf of persons who are subjects of an enemy state ; or (c) where the control is by any means whatever in the hands of persons who are subjects of an enemy state ; or {d) where the executive is an enemy-controlled corpora- tion or w^here the majority of the executive are appointed by an enemy-controlled corporation : The expression " enemy state " means a state with which His Majesty was on August 8th, 1918, at war {h). The Board of Trade have made the following rule for defining what is a banking business within the section : — " Banking business " means receiving money on current account or on deposit : accepting bills of exchange : making, discounting, buying, seUing, collecting or dealing in bills of exchange, promissory notes and drafts whether negotiable or not : buying, selling or collecting coupons : buying or selling foreign exchange by cable- transfer or otherwise : issuing for subscription or purchase or under- writing the issue of loans, shares or securities : making or negotiating loans for commercial or industrial objects : or granting and issuing letters of credit and circular notes : except in so far as such operations form part of and are for the purposes of and incidental to the conduct of a business carried on for other purposes by the company, firm or individual by whom such operations are transacted (i). The Non-Ferrous Industry Act, 1918, contains the following provisions, which are applicable during the continuance of the war, and for a period of five years after the termination thereof (k) : — It shall not be lawful for any company, firm, or individual after^ the expiration of six months from the passing of this Act, or such longer period as the Board of Trade may generally or in any par- ticular case allow, to carry on the business of winning, extracting, smelting, dressing, refining, or dealing by way of wholesale trade, in metal or metallic ore to which this Act applies, unless licensed to do so by the Board of Trade, such licence to be in the form set out in the Second Schedule to this Act : Provided that the purchase or sale of metal shall not be deemed to be deaUng in such metal where such purchase or sale is incidental only to the trade carried on by the purchaser or seller : Provided also that no licence shall be required when the winning, extracting, smelting, dressing, refining, or dealing is carried on wholly outside the United Kingdom. (/(,) Trading with the Enemy December Sth, 1918. Amendment Act, 1918, s. 13. (k) Non-Ferrous Metal Industry (0 The Enemy Banking Busi- Act, 1918, s. 10 (2) ; and see Termi- ness Rules, 1918, rule 1. These nation of the Present War (Defini- rules came into operation on tion) Act, 1918. Non-Ferrous Metal Industries 73 In the case of a company, firm, or individual with respect to which any of the conditions set forth in the First Schedule to this Act apply, or which is controlled by a company, firm, or individual in respect of which any such conditions apply, no licence shall be granted unless the Board of Trade are of opinion that the grant of a licence is expedient, but save as aforesaid any company, firm, or individual carrying on or proposing to carry on such business as aforesaid shall on making application in the prescribed manner, and on furnishing such information and allowing inspection of such books and documents as may be reasonably required, and on payment of the prescribed fee, which shall not exceed one guinea, be entitled to a licence under this Act. A licence under this Act shall remain in force unless and until it is suspended or revoked. The Board of Trade, if satisfied by evidence not before them at the time when the licence was granted that such company, firm, or individual is, or has become, subject to any of the conditions set forth in the First Schedule to this Act, or, in the case of a company, firm, or individual to which a licence has been granted notwith- standing that it is subject to any such conditions as aforesaid, that it is expedient that the licence should be revoked or suspended, may revoke or suspend the licence. If any question arises between the Board of Trade and any company, firm, or individual — ■ (a) as to whether or not the business carried on by the company, firm, or individual is such as to require a licence under this Act ; or {h) as to whether or not any of the conditions set forth in the First Schedule of this Act apply in respect of the company, firm, or individual ; or (c) as to whether or not the company, firm, or individual is controlled by a company, firm, or individual in respect of which any such conditions apply ; or {d) as to the requirements of the Board of Trade for the pro- duction of books or documents for inspection, the question shall, subject to rules of court, be referred by the Board of Trade to the High Court for determination, and the decision of a Divisional Court of the King's Bench Division on any such reference shall be final, and no appeal therefrom shall lie to any other Court. Where at the expiration of the said six months or longer period allowed by the Board of Trade proceedings on any such application are pending in the High Court, the Court shall, an application being made for the purpose, extend the said period of six months or longer period as respects that company, firm, or individual for such period 74 The Memorandum and Articles or Association as may be necessary to allow the question to be determined by the Court, and where the application is made with reference to the suspension or revocation of a licence the licence shall not be suspended or revoked until the question has been determined by the Court. The Board of Trade shall publish in the prescribed manner the name of any company, firm, or individual to whom a licence has been granted under this Act or whose licence has been suspended or revoked. References in this section to the High Court shall in relation to Scotland be construed as references to the Court of Session, and the reference to a Divisional Court of the King's Bench Division shall be construed as a reference to a division of the Court of Session (/). The metals and ores to which this Act applies are zinc, copper, tin, lead, nickel, aluminium, and any other non-ferrous metals and ores to which this Act may be applied by order of the Board of Trade ; the expression " metal " shall not include metal which has been subjected to any manufacturing process except such as may be prescribed ; and the expression " ore " shall include concentrates, mattes, precipitates, and other intermediate products (m). The First Schedule, above referred to, is as follows : — Conditions. 1. That any director of the company or any partner of the firm, or the individual, or any manager or other principal officer employed by the company, firm, or individual, is a person who is or has been a subject of a State which is now at war with His ^lajesty or an enemy-controlled corporation, 2. That in the case of a company, any capital of the company is or was at any time after the twelfth day of November nineteen hundred and seventeen held by or on behalf of an enemy, mcluding any stock or shares of the company vested in the custodian by virtue of any order made imder the Trading with the Enemy Acts, 1914 to 1916. 3. That the company, firm, or individual is or was at any time after the twelfth day of November nineteen hundred and seventeen party to any agreement, arrangement or understanding, which enables or enabled an enemy tc influence the pohcy or conduct of the business. 4. That the company, firm, or individual is or was at any time after the twelfth day of November nineteen hundied and seventeen interested, directly or indirectly, to the extent of one-fifth or more of the capital profits or voting power in any undertaking whether or not in the United Kingdom, engaged in business of a kind to which this Act apphes, in which enemies are also mterested, directly or indirectly, to the extent of one-fifth or more of the capital profits or voting power. (l) Non-Ferrous Metal Industry W. N. 97. Act, 1918, s. 1 ; see also Rules made (m) Ibid., s. 9 ; and see the Non- under this section by the Rule Ferrous Jletal Industry Rules of Committee of the Supreme Court, March 4th, 1918, /rt/ra, pp. 78 e< sej. dated March 19th, 1918, [1918] Non-Ferrous Metal Industries 75 5. That the company, firm, or individual, is by any means whatever subject, directly or indirectly, in the conduct of their or his business to enemy influence or association (n). 6. That, in the case of a company, the company has issued share warrants to bearer and has not given notice imder this Act requiring the holders of the share warrants to surrender their warrants for cancellation. For the purposes of this Schedule — ■ The expression " enemy " means a subject of a State which is now at war with His Majesty and an enemy-controlled corporation. The expression " enemy-controlled corporation " means any corporation — (a) where the majority of the directors or the persons occupying the position of directors by whatever name called, are subjects of such a State as aforesaid ; or (h) where the majority of the voting power is in the hands of persons who are subjects of such a State as afore- said, or who exercise their voting powers directly or indirectly on behalf of persons who are subjects of such a State as aforesaid ; or (c) where the control is by any means whatever in the hands of persons who are subjects of such a State as aforesaid ; or (d) where the executive is an enemy-controlled corporation or where the majority of the executive are appointed by an enemy-controlled corporation. The expression " capital " in relation to a company means any shares or securities issued by the company which carry, or would, if the necessary formalities were complied with, carry any voting power with respect to the management of the company, and shall also include debentures and debenture stock and money lent to the company (o). The Board of Trade shall have power at any time to require the applicant for a licence or a licensee, or any person who, being a director, partner, manager, or officer of, or the holder of, or a person interested in, shares or securities of, any company, or firm, which has applied for the grant of a licence, or to which a licence has been granted under this Act, or by which the appUcant or licensee is controlled, or being the manager of the business carried on by an individual applicant or licensee, is able to give any information as to the constitution control or management of the company or firm, (n) This means that the company, people : Board of Trade v. Gardner, firm or individual is at the time of [1919] W. N. 174. the application subject to enemy (o) Non-Ferrous Metal Industry influence or association, or at all Act, 1918, First Schedule, events is more liable than other 7(3 The Memorandum and Articles of Association or the business carried on by the company, firm, or individual, or the beneficial interest of any person in such business, or in any shares or securities of the company or firm, to furnish such information within such time as the Board may direct, and for the purpose of obtaining or verifying such information any person appointed by the Board in that behalf shall be entitled to inspect any books and documents belonging to or under the control of such company, firm, or individual, the inspection of which may reasonably be required for the purpose aforesaid (p). If any person carries on the business of winning, extracting, smelting, dressing, refining, or dealing in any metal or metallic ore in contravention of this Act without a licence, he shall, on an informa- tion being laid by or on behalf of the Board of Trade, be liable on summary conviction to imprisonment with or without hard labour for a term not exceeding three months, or to a fine not exceeding one hundred pounds for each day during which the offence continues, or to both such imprisonment and fine : Provided that the provision as to informations being laid by or on behalf of the Board of Trade shall not apply to Scotland. If any person refuses or neglects to furnish any information which under this Act is required to be furnished within the time within which it is to be furnished, or knowingly furnishes any information required to be furnished under this Act which is false in any material particular, or having custody of any book or docu- ment which a person is authorized to inspect under this Act, refuses or wilfully neglects to produce the book or document for inspection , or forges or fraudulently alters or uses or permits to be fraudulently used any licence issued under this Act, he shall be liable on summary conviction to imprisonment with or without hard labour for a term not exceeding three months, or to a fine not exceeding twenty pounds, or to both such imprisonment and fine. Where the person guilty of an offence under this Act is a com- pany, every director, manager, secretary, and other officer of the company who is knowingly a party to the default, shall also be guilty of the like offence, and liable to the like punishment (q). No information as to any person or any business obtained under this Act shall be published except for the purposes of legal pro- ceedings under this Act, and if any person knowingly pubUshes any information in contravention of this provision he shall be liable on summary conviction to imprisonment with or without hard labour for a term not exceeding three months, or to a fine not exceeding twenty pounds, or to both such imprisonment and fine (/■). A company carrying on any business to which section one of this (p) Non-Ferrous Metal Industry' (q) Ihid., s. 3. Act, 1918, s. 2. (;•) Ibid., s. 5. Non-Ferrous Metal Industries 77 Act applies may give notice requiring a shareholder or debenture holder to make a declaration under the Statutory Declarations Act, 1835, as to the beneficial ownership of the shares or debentures standing in his name, and as to the nationality of such beneficial owner. The notice shall be given by any method by which notices to, or for the information of, holders of shares or debentures are required to be given by the regulations of the company or the conditions of issue of the debentures. Where such a notice has been given no person shall as holder of a share be entitled to attend or vote at any meeting of the company, and any dividends or interest which may become payable in respect of any shares or debentures shall be retained by the company until the shareholder or debenture holder shall have made such declaration as aforesaid. For the purposes of this section the expressions " shares " and " debentures " include stock and debenture stock, and " share- holder " and " debenture holder " have corresponding meanings (s). All documents purporting to be documents made by the Board of Trade under this Act, and to be sealed with the seal of the Board, or to be signed by the secretary or an assistant secretary of the Board , or by any person authorized in that behalf by the President of the Board, shall be received in evidence, and shall be deemed to be such documents without further proof unless the contrary is shown (t). The Board of Trade may make rules (subject in respect of fees to the approval of the Treasury), for prescribing anything which, under this Act, is to be prescribed, and generally for carrying this Act into effect, and such rules shall provide for excluding from dealings by way of wholesale trade within the meaning of this Act deaUngs in quantities below such limits as may be prescribed generallv or as respects any particular metal or metallic ore : Provided that all such rules shall be laid before each House of Parliament as soon as may be after they are made, and if an addrtss is presented to His Majesty by either House of Parliament, within the next forty days on which that House has sat next after any such rule is laid before it, praying that the rule may be annulled. His Majesty in Council may, if it seems fit, annul the rule, and it shall thenceforth be void (m). The Board of Trade has made the following rules under this section : — ■ (.3) Non-Ferrous Jletal Industry bearer securities, iirfra, pp. .369 and Act, 1918, s. 8 ; 33 to the power.s 370. of a company which has issued (') Ibid., s. 7. share warrants and certain other (m) Ibid., s. 6. Zinc ... 25 tons, Copper ... 25 „ Tin ... 5 „ Lead ... 25 „ Nickel ... 5 „ Aluminium . . . ... 6 „ 78 The Memorandum and Articles of Association The Non-Fereotjs Metal Industry Rules, 1918, dated March 4, 1918, MADE BY THE BOARD OF TrADE UNDER SECTION 6 OF THE Non-Ferrous Metal Industry Act, 1918 (7 & 8 Geo. 5, c. 67). 1. " The Act " means the Xon-Ferrous Metal Industry Act, 1918. 2. There shall be excluded from dealings by way of wholesale trade \dthua the meaning of the Act, deaUngs in quantities below the following limits :— during any one quarter of the year ending 31st March, 30th Jime, 30th September, Slst December. in the raw materials of usual commercial shapes or the equivalent thereto in forms of ores or concentrated material. 3. For the purposes of the Act the expression " metal " shall include metal in any form whatsoever as it leaves the furnace or refinery being imwrought, also scrap and swarf of all sorts for remelting. 4. The fee to be paid for the grant of a licence under the Act shall be 1 guinea which shall be sent to the Board of Trade on apphcation being made for a licence, and shall be returned to the appUcant if the licence is refused. 5. An apphcation for a licence vmder the Act shall be made to the Board of Trade in writing and shall be accompanied by Form 1, in the (Schedule hereto, %\hich shall contain the information specified therein. The apphcation shall be signed by the individual or a partner in the firm, or a director of the company making the application. The Board of Trade may call for such further and other information as they may require. 6. The Board of Trade shall not refuse to grant a hcence to a company, firm or individual to which any of the conditions set forth in the First Schedule of the Act apply or which is controlled by a company', firm or individual in respect of which any such conditions apply, nor shall they revoke or suspend a licence without giving notice in writing to the apphcant or holder of a licence, as the case may be, that he may within twenty-one days apply to the Board to be heard in support of his apphcation for a licence sr to show cause why his licence should not be revoked or suspended. Any person to whom such notice is given and who desires to be so heard shaU within fourteen days from the date of the notice send to the Board of Trade a notice of apphcation for a hearing m form 2 A. or 2 B. of the Schedule. Such apphcation shall be accompanied by a statement of the groimds upon which the applicant claims that a licence should be granted to him or that his licence should not be revoked or suspended. Such state- ment shall be signed by the individual or a partner in the firm or a director of the company making the application. The Board of Trade may, in any particular case, require such statement to be verified by a statutory declaration. 7. The Board of Trade may call for such further particulars of the grounds given in such application and for such documents as they may Non-Ferrous Metal Industries 79 require and may postpone the hearing of such application till such particulars or documents are furnished. 8. The Board of Trade may hear the application in such manner as they shall deem expedient and by such persons as they shall appoint for that jjurpose. 9. The Board of Trade shall consider the facts found at such hearing and shall communicate their decision to the applicant in writing. 10. The time prescribed in those Rules for doing any act thereunder may be enlarged by the Board of Trade on such terms as they may direct and such enlargement may be granted though the time has exj)ired for domg such act. 11. The name of any company, firm or individual to whom a Ucence has been granted imder the Act, or whose licence has been suspended or revoked shall be pubhshed as soon as practicable in the London, Edinburgh or Dublin Gazettes as the Board of Trade may think fit, and in the Board of Trade Journal. 12. An Order of the Board of Trade applying the Act to any non- ferrous metals and ores not mentioned in the Act shall be pubhshed in the London, Edinburgh and Dubhn Gazettes, and in the Board of Trade Journal at least one month before it comes into effect. The Forms referred above to are as follows : — Form 1. Non-Fberous Metal Industry Act, 1918. Particulars to he Furnished with an Application for a Licence. 1. Name and address of company, firm or individual applying for a licence. 2. Date of registration of company, or commencement of business by firm or individual. 3. In the case of a compau}', the issued capital, with particulars of any different classes of shares and the rights attached thereto, and showing whether any bearer shares or debentures have been issued. 4. Nature of the business carried on or proposed to be carried on by the company, firm or individual. 5. List of all places where the business is carried on and of all branches and agencies outside the United Kingdom. 6. The full Christian names, surnames, and nationahty of the individual, of each partner in the firm, or of the directors of the company, as the case may be, and of the managers or other prmcipal officers and of all persons who have been partners, directors, managers or principal officers since the 1st August, 1914, with the dates of becoming and ceasing to be partner, director, manager or principal officer. 7. In the event of there having been any change of name or nationality of any person mentioned in paragraph 6, the former Christian name or names, surname, nationality of origin and any intermediate nationality of such person, together with the date of change- 80 The Memorandum and Articles of Association 8. in the case of a company, the number of shareholders, with par- ticulars of the capital held by each of the 5 largest shareholders, showing their address, and present and any previous Christian names, and surnames, and present and previous nationality. 9. In the case of an individual firm or company, particulars of any capital, securities or advance held or made by or on behalf of an enemy. 10. Particulars of any agreement, arrangement or understanding between the applicant and any enemy or agent for an enemy, which has been in operation since 12th November, 1917. 11. Particulars of any interest by or on behalf of the applicant at any time since 12th November, 1917, in any undertaking whether or not in the United Kingdom engaged in winning, extracting or smelting, dressing, refining, or dealing by way of wholesale trade in non-ferrous metals or ores, in which enemies were interested, directly or indirectly, to the extent of one-fifth or more of the capital profits or voting power. Signature. Date. Note 1. — This form must be signed bj' the individual or by a member of the firm or a director of the company applying for a hcence. Note 2. — " Enemy " is defined in the First Schedule to the Act as " a subject of a State which is now at war with His Majesty," and an " enemy-controlled corporation," as defined in the said Schedule. Note 3. — " Capital " in relation to a company is defined in the First Schedule to the Act as any shares or securities issued by the company which carry or would if the necessary formaUtiea were complied with carry any voting power with respect to the management of the companj', and as including debentures and debenture stock and money lent to the companj'. For VI 2a. Non-Feerous Metal Ixdustry Act, 1918. Application for Hearing. I (We) apply to be heard in support of my (our) apphcation for a licence under the Non-Ferrous Metal Lidustry Act, 1918. The grounds on which I (we) claim that a licence should be granted to me (us) are Signature. Date. To the Board of Ttade Pe^j:roleum Companies 81 Form 2b. Non-Feerous Metal Industry Act, 1918. Application for Hearing, 1 (We) apply to be heard to show cause why the licence granted to me (us) under the Non-Ferroua Metal Industry Act, 1918, should not be revoked or suspended. The grounds on which I (we) claim that my (our) licence should not be revoked or suspended are Signature. Date. To the Board of Trade. The form of Ucence is set out in the Second Schedule to the Act and is as follows : — Form of Licskce, {Name of company, firm, or individual) of is hereby licensed under the Non-Ferrous Metal Industry Act, 1918, to carry on the business of winning, extracting, smelting, dressing, refining, and dealing by way of wholesale trade in the metals or metallic ores to which the said Act applies. The Petroleum (Production) Act, 1918, prohibits any person other than a person acting on behalf of His Majesty or holding a licence under the Act from searching or boring for or getting petroleum within the United Kingdom under penalty of forfeiting a sum equal to three times the value of any petroleum gotten (.r). Petroleum means petroleum and its relative hydrocarbons (except coal and bituminous shales and other stratified deposits from which oil can be extracted by distillation), and natural gas existing in its natural condition in strata (y). The Act does not prejudice any person who, on the 21st Novembers 1918, was using any supply of natural gas for any commercial purpose from continuing to use the gas for the purpose, nor does it impose any liability on any person where, in the course of mining or other lawful operations, petroleum is set free (z). We come now to the question of the powers which the company will have to carry on its main object. These may be divided into two classes — 1. Those which are so necessary for carrying out the main object of the company as to be implied. (») Petroleum (Production) Act, [y) Ibid., s. C, 1918, 3. 1. (z) Ibid., s. 6, S.C.L. 82 The Memorandum and Articles op Association 2. Those powers, whicli though not so necessary as to be implied, are yet consistent with and reasonably conducive to the furtherance of such main objects. This latter class of power will, where expressly given by the memorandum or by the articles of association, be valid (a). With regard to the first class, it is very usual to add to the object clause of the memorandum general words, such as " and the doing of all such other things as are incidental or conducive to the attain- ment of the above objects." A good deal of weight was apparently put on these words in one of the earlier cases (6), and in another case where the general words were wider, as they made the directors of the company the judges of what was conducive to the attainment of the company's objects. Lord Cairns held that a company could by virtue of the general words make promissory notes, though apart from them it could not have done so (c). The general tendency of the later cases seems, however, to be to treat these general words as simply expressing what in their absence would have been implied, and not as enlarging the implied powers of the company {d). It would appear that such powers will be implied as are reason- ably necessary for attaining the objects of the company (e). Thus, in the course of carrying on its business a company can do anything which is usual in carrying on a business of that class, or, in other words, it has implied power to do such things as would be binding on a partnership carrying on the same business, if done by one partner (/). Thus an ordinary trading partnership has implied power to borrow money, and to give security for money so borrowed {g), and may give security for a past debt (h), though before the Companies Act (a) Cp. Agnew v. Murray (1885), General v. Mersey, [1907] 1 Ch. 81 9 A. C, at p. 537 ; Dundee Harbour and S. C, [1907] A. C. 415 ; Kirigs- Trustees v. Nicol {D. cfc J.), [1915] bury Collieries and Moore's Contract, A. C. 550. [1907] 2 Ch. 259. (6) Simpson v. Westminster Pa- (/) Snmll v. Smith (1884), 10 lace Hotel (1860), 8 H. L. C. 712. A. C. 119 ; Bank of Australia v. (c) Peruvian Railways v. Thames Breillat (1847), 6 Moore P. C. 152, and Mersey Marine Insurance {\SQ1), at pp. 193, 194. 2 Ch. 617. See also on this case {g) General Auctian Estate, d;c., Atkins V. Wardle (1889), 58 L. .T. Co. v. Smith, [1891] 3 Ch. 432 ; (q. B.) 377 (affirmed on another Australian Auxiliary Steam Clipper point (1889), 5 T. L. R. 734). Co. v. Mounsey (1858), 4 K. & J. (d) Johns V. Balfour (1889), 1 733 ; Bryon v. Metropolitan Saloon Meg. 191 ; Studdert v. Grosvenor Omnibus Co. (1858), 3 D. G. & J. (1886), 33 C. D. 528; Kingsbury 123; Gibbs and West's Cases (ISIO), Collieries and Moore's Contract, 10 Eq. 312 ; Hamilton's Windsor [1907] 2 Ch. 259; see also Thoinas Iron Works (1879), 12 C. D. 707. William) & Co., [1915] 1 Ch. 325. {J>) Patent FikCo. (1870), 6 Ch. 83. (c) Per Buckley, L.J., Attorney- 1 POWEES WHICH WILL BE IMPLIED 83 of 1907 a trading company could not create perpetual debentures (i), and a banking company can lend money on tlie security of shares in another company, and can accept transfers of such shares (k). Usually a company if it has simply power to mortgage (Z), or even if its main business is lending money on mortgage (m), cannot, it would seem, guarantee the debt of a prior mortgagee ; a banking company, how- ever, can give guarantees, and can therefore guarantee the debt of a prior mortgagee (n). A company with power to borrow can take over a prior mortgage and can enter on the mortgaged property and put it into repair (o). Non- trading corporations (p), such as building societies (g), mining companies (r), telegraph companies (s), literary and social institu- tions (t) have no borrowing powers (w), and, contrary to the view that formerly prevailed (x), an overdraft at the bank for this purpose amounts to borrowing {y). Again, a trading company can issue, make and endorse promissory notes and bills of exchange (2), but in the absence of special power in that behalf — a railway company (a), a waterworks company (6), a mining company (c), a salt and alkali company (d), or a company formed for keeping a swimming bath (e), could not do so. (i) Southern Brazilian Bio Grande do Sul Railway, [1905] 2 Ch. 78. The question of a company's borrowing powers is more fully dealt with in the chapter on Debentures, post, pp. 523 et seq. {k) Royal Bank of India (1869), 4 Ch. 252. (I) Small V. Synith (1884), 10 A. C. 119. (w) Life Association of Scotland v. Caledonian Heritable Security Co. (1886), 13 Rettie 750. (») West of England Bank (19,^0), 14 C. D. 317. (o) Sheffield and South Yorkshire Benefit Building Society v. Aizle- wood (1889), 44 C. D. 312. [p) A trading business is one that involves the sale and purchase of goods : Iliggins v. Beauchani]', [1914] 3K. B. 1192. (q) Cunliffe, Brooks d? Co. v. Blackburn Building Society (1885), 9 A. C. 857. (r) German Mining Co. (1853), 4 De G. M. & G. 19 ; Burmester v. Horn's (1851), 6 Ex. 796. (s) Troup'a Case (1860), 29 Beav. 353. (0 Re Badger, [1905] 1 Ch. 568. [u) See also Baroness Wenlock v. River Dee (1887), 36 C. D. 675 n. ; (1885), 10 A. C. 354; and Reg. v. Sir C. Reed (1880), 5 Q. B. D. 483. (x) Cefn Cilcen Mining Co. (1868), 7 Eq. 88 ; Waterlow v. Sharp (1869), 8 Eq. 501. (2/^ Cunliffe, Brooks <& Co. v. Black- hum Building Society (1885), 9 A. C. 857, 865. (z) Crouch V. Credit Fonder (im), L. R. 8 Q. B. 374 ; Bank of Austral- asia V. Breillat (1847), 6 Moore P. C. 152, at pp. 193, 194. (a) Bateman v. Mid Wales Rail. Co. (1866), L. R. 1 C. P. 499; Peruvian Railways v. Thames and Mersey Marine Insurance (1867), 2 Ch. 617. (6) Broughton v. Manchester, c&c. Waterworks Co. (1819), 3 B. & Aid. 1. (c) Dickinson v. Valpy (1829), 10 B. & C. 128. (d) Bult v. Morrell (1840), 12 A. & E. 745. (e) Atkina v. Wardle (1889), 58 L. J. (q. b.) 377 (affirmed on another point (1889), 5 T. L. K. 734). 84 The Memorandum and Articles of Association An insurance company can pay on losses for which they are strictly speaking not liable, in cases where it is usual for persons carrying on a similar business to pay (/). On the other hand, a company formed to carry on the business of a bill broker and scrivener, and to make advances and invest in securities, was held not entitled to promote another company, with the idea of thereby increasing its discount business (g), and without express or implied power in that behalf a company cannot acquire shares in another company (h) except as an investment for funds which are temporarily unemployed {i), and cannot purchase the undertaking of another company (k). A company formed to do life-assurance business only cannot undertake marine insurance (/). Any company can, it appears, enter into a bond fide compromise, provided that the terms of the compromise do not involve the doing of an ultra vires act (m). Moreover, a company will have such implied powers in the management of their business and generally in the affairs of the company as are reasonably necessary for those purposes. Thus a company may use property acquired for a parti- cular pm-pose, and temporarily not required for such purpose, for any other purpose incidental to its main business {n). Under this rule a hotel company has been allowed to let off part of its hotel on terms which were likely to benefit its hotel busi- ness (o), and a brewery company which had power to grant leases and which had acxjuired larger premises than it required was held to be entitled to grant a lease of part of such premises (p). Again, although less powers will be implied in the case of a statutory company than in the case of an ordinary company (9), ( / ) Taunton v. Royal Insurance Western Central Railway v. Charle- Co. (1864), 2 H. & M. 135. bois, [1899] A. C. 114. (gr) Joint Stock Discount Co. V. (n) Dundee Harbour Trustees v, Broivn (1866), 3 Eq. 139 ; see also Nicol (D. ) London and Colonial Co., 83 ; cp. also Financial Corporation, Horsey' s Claim (1868), 5 Eq. 562 n. Goodson'a claim (1880), 28 W. R. (q) See Attorney-General v. Mersey 760. Railway, [1907] 1 Ch. 81, The (k) Ernest v. Nicholls (1857), 6 judgment of Buckley, L. J., may be H. L. C. 401. usefully consulted for the purpose (I) Phoenix Life Assurance Co. of seeing what is and what is not (1862), 2 J. &H. 441. tdlra vires. It is conceived that on (wi) Bath's Case (1878), 8 C. D. these points the decision of the 334 ; Dixon v. Evans (1872), L. R. House of Lords does not affect that 5 H. L. 606 ; and see Great North- of the Couit of Appeal : see [1907] Powers which will be implied 85 railway companies have been held entitled to let out arches under their railway (r), to charge persons using their weighing-machines (s), but such companies may not run as excursion steamers steamboats, which are required for the purposes of their undertaking, but which are temporarily not required for their ordinary work {t). Further, a company can build up a reserve fund, and when it has moneys unemployed in its business, can invest them (u). A company may acquire and deal with any property which it is necessary for it to work or use in the course of carrying on its business. Here we are not speaking of property such as goods bought to be immediately sold again in the ordinary course of busi- ness, but of property as, for instance, land (x), which is required for more or less permanent retention and use in the working of the company's business. Thus a company formed to work mines was, after it had acquired a leasehold interest in such mines, held entitled to purchase the free- hold of the mines and the surface over the same, and to let off the surface (y). A company formed to work a colliery was held entitled to purchase the colliery (2), and a company formed to work a patent was entitled to purchase the patent (a). In another case it was held that a company could sell lands which t had power to acquire (&). A company has wide powers in dealing A. C. 415. But few of the cases on the powers of statutory companies are cited, as for the most part they are not applicable to the companies now under discussion. (r) Foster v. London, Chatham, and Dover Rail. Co., [1895] 1 Q. B. 711. It would appear from this case that a comjDany can use its land in any way which is not in- consistent with its charter, and which does not infringe the rights of others, per Lindley, L.J., at p. 720. See Dundee Harbour Trustees V. Nicol (D. d: J.), [1915] A. C. 550, at p. 571. (s) London and North - Western Rail. Co. v. Price (1853), 11 Q. B. D. 485. (t) Dundee Harbour Trustees v. Nicol (D. dh J.), [1915] A. C. 550, overruling Forrest v. Manchester, Sheffield, &c.. Railway (1860), 30 Beav. 40, decided on another point on appeal: 4 D. G. F. & J. 126 ; cp. also Attorney-General v. North- i: a Hern PMilvay, [1900] 2 Ch, 675. (u) Burland v. Earlc, [1902] A. C. 83. {x) All companies, formed under tho Act, or the previous Act of 1862, have power to hold lands ; but companies formed for the pur- pose of promoting art, science, religion, charity, or any other like object, not involving the acquisition of gain by the company or by its individual members, may not hold more than two acres of land with- out the licence of the Board of Trade ; but the Board of Trade may empower such companies to hold as much land as the Board think fit : Companies (Consolida- tion) Act, 1908, s. 19. See ante, p. 17. (2/) Johns V. Balfour (1889), 1 Meg. 191. (2) Baglan Hall Colliery (1870), 5 Ch. 346. (o) Leif child's Case (1865), 1 Eq. 231. (b) Kingsbury Collieries and Moore: s Contract, [1907] 2 Ch, 250. 86 The Memorandum and Articles of Association with its employees and generally in conducting its own internal affairs. Thus it may, except where its business has come to an end (c), pay a bonus to {d) or pension ofi (e) its old employees : in most of these cases there will be no consideration for the bonus, and so the employee will be unable to prove in winding-up (/). These cases are, it is true, cases of presents made by the company, but they are, it would seem, treated as cases where sums have been expended, with a view to obtaining increased efficiency in the staff in the future. Apart from cases coming under this head, a company cannot make presents (g). The case of Peel v. London and North Western Railway {h) also throws important light on this branch of the law. It was there held that the funds of the company could be applied in sending out circulars and proxy papers stamped and filled up with the view of inducing shareholders to support the policy of the directors on a point in controversy. This case has additional importance by reason of the fact that for practical purposes it does away with two earlier decisions, one of which {i) decided that the funds of the society could not be applied for the purpose of prosecuting persons who had libelled the council of administration, and the other of which {h) decided that the funds of the society could not be applied in prosecuting an action for the benefit of the company instituted by a shareholder suing on behalf of himself and all other shareholders of the company. It had previously been decided that a corporation which con- ducted a newspaper could apply its funds in defending its editor in an action brought against him for a libel contained in the news- paper (Z), and so a company will be bound to indemnify its agent against costs, which he has been unable to recover from a person who (c) Button V. West Cork Rail. Co. Insurance Co. (1864), 2 H. & M. 135, (1883), 23 C. D. 654; Stroud v. where a company was held to be Royal Aquarium (1903), 89 L. T. entitled to pay losses which it was 243 ; but cp. Kaye v. Croydon not legally liable for. Tramivays, [1898] 1 Ch. 358. (h) [1907] 1 Ch. 5, overruling (d) Hampson v. Price's Patent Studdert v. Grosvenor (1886), 23 Candle Co. (1876), 45 L. J. (ch.) 437 ; C. D. 528, unless that case can be and see Normandy v. Ind, Coope, supported on the ground that the Co., [1908] 1 Ch. 84. directors were abusing their powers ; (e) Henderson v. Bank of Austral- see also Campbell v. Australian asia (1888), 40 C. D. 170. Even in Mutual Provident Society (1908), 77 cases of companies not for profit, the L. J. (p. c.) 117. rule is the same : Cyclists' Touring {{) Pickering v. Stephenson {187 2), Club V. Hopkinson, [1910] 1 Ch. 179. 14 Eq. 322. (/) Birkbeck Permanent Building (k) Kemaghan v. Williams (1868), Society, [19131 1 Ch. 400. G Eq. 228. (g) George Newman cfc Co., [1895] (/) Breayw Royal British Nurses' 1 Ch. 674; see also Taunton v. Royal Association, [1897] 2 Ch. 272. Powers which will be implied 87 sued him for an alleged libel in a report he (the agent) made in the course of his duty to the company (m) ; but as a company can be guilty of maintenance (n), it will be not allowed to make payments under an agreement to indemnify its officers against a libel action in which it is interested in a business point of view (o). Similarly it has been held that it is not ultra vires a company to certify transfers (p), or to apply its funds in paying brokerage (q). A company has also implied power to receive payment in money's worth, and not in money, for its shares (r). Of course, all these implied powers of a company must in every case be taken subject to this — they will be excluded if there is any- thing in the company's memorandum or articles which negatives their existence. The Munitions of War Act, 1915 (s), provided that any company, association, or body of persons shall have power, notwithstanding anything contained in any Act, order, or instrument by or under which it is constituted or regulated, to carry on munitions work during the present war. The Flax Companies (Financial Assistance) Act, 1918, provides (t) that during the continuance of the war and a period of twelve months thereafter any company, association, or body of persons, notwith- standing anything contained in any Act, order or instrument, by or under which it is constituted or regulated, shall, subject to the consent of the Board of Trade, have power, if so determined by a resolution passed at a general meeting of the company, association, or body of persons : (1) to subscribe for, take, purchase, or otherwise acquire, hold, sell, and dispose of shares, stock, or other securities of any limited liability company formed or to be formed, and having for its principal object the cultivation of flax or the provision of supplies thereof, or the promotion of such cultivation or provision ; (2) to lend money to any such company ; (3) to guarantee, or join with others in guaranteeing, any debts, obligations, or liabilities, present or future, of any such company ; (4) to give financial assistance in any other form to any such company ; (5) to apply any of their funds or, with the consent of the Treasury, to borrow for the purpose of any such acquisition of shares, stock, or other securities, loan of money, guarantee, or financial assistance. The power to borrow conferred by these provisions is not to operate so as to increase the (to) Famatina Development Cor- (p) Bishop v. Balkis Consoli- poration, [1914] 2 Ch. 271. dated (1890), 25 Q. B. D. 512. (n) Neville v. London Express (q) Metropolitan Coal Consumers'' Newspapers, [1917] 1 K. B. 402; Co.v. Scrimgeour,[1895]2Q.B.604. [1917] 2 K. B. 564; roversod on (r) Mercantile Trading Co., another point, [1919] A. C. 3G8. Schroder's Case (1870), 11 Eq. 131. (o) Oram v. Hutt, [1914] 1 Ch. (s) Section 16. 98. (0 Section 1. 88 The Memorandum and Articles of Association total amount of money which such company, association, or body of persons is authorized to borrow. After the expiration of the period of twelve calendar months, any such shares, stock, or other securities may be held, sold or disposed of, and any such loan, guarantee, or other financial assistance, or any such borrowing, may be continued or renewed. The War Loan Act, 1916 (u), provides that during the continuance of the war and for a period of twelve months after, any limitation on the powers of a company, or a body of persons, or of the persons responsible for the direction or management of any company or body of persons to lend money to the Government, or invest in, hold, or purchase Government securities, whether imposed by statute, or by their constitution, or by any memorandum or articles of association or regulations afiecting the company or body of persons, or otherwise, shall not have efiect, and the persons responsible for the direction or management of the company or body are, during that period, autho- rized to lend money to the Government, or invest in, hold, or purchase Government securities without regard to any such limitation ; and such persons are deemed to have been so authorized since the com- mencement of the war. Section 35 (4) of the Finance Act, 1917, provides that this power shall include power to borrow for the purpose of investing, and that the power to hold such securities shall not be limited to the period of the war and twelve months after. 2. The powers, which though not so necessary to the company as to be imphed, are yet reasonably conducive to the furtherance of its objects. These powers must be expressly given, but they are not properly objects of the company at all, and consequently they can just as well be given by the articles as by the memorandum {x). Indeed, the articles would appear to be the proper place for powers, and there are many powers given by the Act to a company if it has a provision in that behalf in its regulations (y) — i.e. its articles — and, where this is the case, a provision in the memorandum will be use- less (2). Where powers are contained in the memorandum of associa- tion they become unalterable (a), unless there is a provision in the memorandum itself or incorporated therein by reference enabling them to be altered, or, possibly, a power in the original articles (6). In this respect powers and rights given by the memorandum, but (u) Section 1 (6) ; see also Govern- or reduce capital, ment War Obligations Act, 1915, (2) Dexine Patent Packing Co. s. 2, as to deposit of securities with (1903), 88 L. T. 791. the Treasury. (a) Aslibury v. Watson (1885), (x) Southern Brazilian Rio Grande 30 C. D. 376. do Sul Railway, [1905] 2 Ch. 78 ; (fe) The question as to -whether a C'otrnan v. Brougham, [1918] A. C. power in the original articles is 514. sufficient, is discussed, post, p. 317? {y) E.ff. the powers to increase Powers which will not be implied 89 not by the Act required to be contained therein, differ from those which must be set out therein ; a condition enabling the former to be altered is not void (c). Further, the original articles may be looked at in construing such provisions {d). However, probably even with regard to these matters, the memorandum of association will, in case of conflict, prevail (e). Of course, any power which is contrary to the letter or spirit of the Act will, even if contained in the memorandum, be void (/). Further, it would seem that a power which is inconsistent with the objects of the company, would be invalid. But powers enabling a company to sell its entire undertaking for shares in another company, have so long as the company is a going concern, been held to be good (g), but a power to sell its whole under- taking and to divide the proceeds ; in other words, to sell not only its present business, but any other business it may afterwards acquire, is bad (h). A company which is not registered under the Act can, if it has power in its deed, amalgamate or transfer its business (i). Again, where a company had for some years carried on business, without success, a power to lease, was held to authorize a lease of all its property for twenty-one years (h). Again, under an express power a company may take shares in another company (1). Moreover, even where the memorandum contains no such express power, authority to acquire shares in another company may be found in it; so a company with power to sell or otherwise deal (c) Welshach Incandescent Gas {h) Bisgood v. Henderson's Trans- Light Co., [1904] 1 Ch. 87. vaal, [1908] 1 Ch. 743, overruling (d) Southern Brazilian Rio Grande Cotton v. Imperial, dbc, Co., [1892] do Sul Railway, [1905] 2 Ch. 78 ; 3 Ch. 454 ; Fuller v. White Feather Andrews v. Gas Meter, [1897] 1 Ch. Reward Co., [1906] 1 Ch. 823 ; and 361. The cases of Harrison v. Doughty w. Loniagunda, [1^0212 Qh. Mexican Railway (1875), 19 Eq. 837. The point was not argued in 358 ; and The South Durham Re Borax Co., [1901] 1 Ch. 326 ; Brewery Co. (1885), 31 C. D. 261, cp. also Manners v. St. Davids, can be supported on this ground. [1904] 2 Ch. 593. (e) Southern Brazilian Rio Grande (i) Argus Life Assurance Co, do Sul Railway, [1905] 2 Ch. 78 ; (1888), 39 C. D. 571 ; Daman's Case but see post, p. 377, and also ]:)ost, (1876), 3 C. D. 21. Under such p. 623. a power a company cannot compel (/ ) E.g. a power to purchase its its shareholders to take shares in a own shares, Mersina, Tarsus and new company, Bagshaw's Case Adana Railway (1889), 1 Meg. (1876), 4 Eq. 341. 341. (k) Feather stonhaugh v. Lee Moor (g) Mason v. Motor Traction, Porcelain Clay Co. {18G6),1 Eq. 318. [1905] 1 Ch. 419 ; Bisgood v. Nile (I) Barneds Banking Co., Ex Valley, [IQQG] 1 Ch. 747 ; Archer v. parte Contract Corporation (1867), Normanby Ironivorks, Times news- 3 Ch. lOfJ, paper, November c>sf, pp. 172 et scq. 8.C.L. 10 140 The Memorandum and Articles or Association 5th. Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts, and liabilities of the company contracted before he ceases to be a member, and the costs charges and expenses of winding-up, and for the adjust- ment of the rights of the contributories among themselves, such amount as may be required not exceeding ten pounds. We, the several persons whose names and addresses are subscril^ed, are desirous of being formed into a company, in pursuance of this memor- andum of association. Names, addresses, and description of subscribers. " 1. John Jones of in the county of merchant " 2. John Smith of in the county of " 3. Thomas Green of in the coimty of " 4. John Thompson of in the county of " .5. Caleb White of in the county of *' 6. Andrew Brown of in the county of " 7, Ca>sar White of in the county of Dated the day of 19 . Witness to the above signatures, A.B., No. 13, Hute Street, Clerkenwell, London, MEMORANDUM OF ASSOCIATION OP A COMPANY LimTED BY GUARANTEE, AND HAVING A SHARE CAPITAL (6). Memorandum of Association, 1st. The name of the company is " The Highland Hotel Company, Limited." 2nd. The registered office of the company will be situate in Scotland. 3rd. The objects for which the company is estabUshed are " the facili- tating travelling in the Highlands of Scotland, by providing hotels and conveyances by sea and by land for the accommodation of travellers, and the doing of all such other things as are incidental or conducive to the attainment of the above object." 4th. The liability of the members is limited. 5th. Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the company, contracted before he ceases to be a member, and the costs, charges, and expenses of winding-up the same and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding twenty pounds. 6th. The share capital of the company shall consist of five hundred thousand pounds, divided into five thousand shares of one hundred pounds each, {h) Form C in the Third Schedule case of a company limited by sliarea to the Companies (Consolidation) except they must state amount of Act, 1908. Ai'ticles sanie as> in the capital. Various Forms of Object Clauses 147 We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memor- andum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names. Names, Addresses, and Description of Subscribers. Number of Shares taken by each Subscriber. "1. "2. "3. "4. "5. "6. "7. John Jones of John Smith of Thomas Green of John Thompson of Caleb Wliite of Andrew Brown of Caesar Wliite of in the county of in the county of in the county of in the county of in the county of in the county of in the county of Total shares taken 200 25 30 40 15 5 10 325 Dated the day of 19 , Witness to the above signatures, A.B., No. 13, Hute Street, Clerkenwell, London. MEMORANDUM OF ASSOCIATION OF AN UNLBflTED COMPANY HAVING A SHARE CAPITAL (c). Memorandum of Association. Ist. The name of the Company is the Patent Stereotype Company. 2nd. The registered office of the company will be situate in England. 3rd. The objects for which the company is established are the working of a patent method of founding and casting stereotype plates of which method John Smith of London is the sole patentee. We, the several persons whose names are subscribed are desirous of being formed into a company in pursuance of this memorandum and to take the number of shares in the capital of the company set opposite our respective names {d). OBJECT CLAUSES FOR THE MEMORANDUM OF ASSOCIATION OF VARIOUS COMPANIES (e). I. Shipping Company. To convey passengers and goods between such places as the company may from time to time determine and to acquire such ships boats and materials as may be requisite for the above purposes. (c) Form D in the Third Schedule to the Companies (Consolidation) Act, 1908. (d) Here will follow names and addresses, and the number of shares taken by each signatory (as in the last form). The Ai-ticlcs will bo the same as those of a limited company, except they must state amount of capital. (e) These clauses contain the main objects of different companies. Some or all of the clauses set out on pp. J21 and 122, eupra, will follow such clause or clauses. 1 18 The Memorandum and Articles of Association II. Hotel Company. To carry on in the United Kingdom the trade or business of licensed victuallers hotel or tavern keepers and livery stable keepers and the erection furnishing and maintenance of hotels with suitable stables offices and grounds. III. Mining Company. To purchase hire lease or otherwise acquire mines and mineral pro- perties and rights and lands and hereditaments in South Africa or else- where and to acquire work develop and turn to account the same. IV. Investment Company. To invest the money of the company on the security or in the acquisi- tion of any stocks shares bonds debentures debenture stock obligations mortgages or securities of any British Foreign or Colonial Government State province or municipahty or of any company or corporation whether formed under British Foreign or Colonial Law and to hold and from time to time to sell vary or dispose of the same. V. Banking Company. To carry on the business of banking in all its branches and in particular 1o advance money upon property and securities of all kinds or without taking any security to discount bills and other securities and to receive money on deposit or otherwise at interest or otherwise and to establish and carry on banks branch banks and agencies in such places as may be from time to time determined on ( / ). VI. Trustee and Executor Company. To undertake and execute either by the company or by an authorized officer thereof either alone or jointly ^ith any other person or persons any trusts and also to act either by the company or by an authorized officer thereof as trustee of any property or as executor or administrator of any deceased person or as treasurer of any institution and the under- taking of any duties in connection therewith. VII. Land Company. To acquire develop farm plant stock reclaim improve cultivate and work lands and hereditaments in and to hold occupy let underlet mortgage sell or otherwise deal with the same. VIII. Building Company. To acquire develop and improve lands and hereditaments and to erect and build thereon houses and other buildings and to hold occupy let underlet mortgage sell or otherwise deal with the same. IX. Colliery, Iron, etc.. Company. To purchase take on lease or otherwise acquire collieries and iron mines in the county of or in any neighbouring county and to carry {/) Very often a banking com- form also, pany may usefully add the next Various Forms of Object Clauses 149 on the businesses of colliery proprietors ironmasters and steel manufac- turers and any other business of a similar nature wliich may usefully be carried on with the foregoing. X. Portland Cement Manufacturers and Limeburners. To estabUsh and work cement manufactories and to carry on the business of cement manufacturers and limeburners and to purchase take on lease or otherwise acquire any lands tenements and hereditaments and rights suitable for the foregoing purposes. XI. Brewery and Distillery Company. To carry on the business of brewers distillers licensed victuallers hotel- proprietors and innkeepers and any other business which may be con- veniently carried on with the foregoing businesses or any of them. XII. Company to manufacture Porcelain Clay. To work manufacture and prepare porcelain clay and its adjuncts or incidental products and to manufacture bricks tiles and other articles from such adjuncts and incidental products and to sell all or any of the foregoing articles or things. XIII. Insurance Company. To carry on the business of marine tliird party burglary and mortgage or other investment insurance or any of them and insurance against every class of risk or liabihty other than any class which is mentioned in section I of the Assurance Companies Act 1909 (g). XIV. Stationers' Business. To carry on the business of stationers printers engravers account book manufacturers and lithographers and any other business which may be conveniently carried on with the foregoing or any of them. XV. Tailors' Business. To carry on the business of tailors' cutters and gentlemen's outfitters and any other business wliich is usually or may conveniently be combined with the foregoing businesses or any of them. XVI. Tobacconists' Business. To carry on the business of a tobacconist in all its branches and to sell make up and manufacture tobacco cigars cigarettes snuff walking sticks and other articles usually sold by tobacconists. XVII. Swimming Baths. To purchase lease or otherwise acquire land whereon to constmct swimming hot or cold and salt or fresh water baths and Turkish and other ig) I.e. Life assurance business, of business should be excluded imless fire insurance business, accident the company is prepared to comply inaiu-ance business, employers' lia- with the provisions of the Assurance bility insurance business, or bond Companies Act, 1909. Soeo??fe. pp. iavestmeqt business. These clfissps 20 et sea. 150 The Memorandum and Articles of Association baths of every description and to conduct and carry on business as keepers of such baths and any other business of a Uke nature or kind or usually carried on in connection with such business. XVIII. To Acquire, etc., a Particulab Concession. (o) To acquire and purchase and to use exercise and vend certain in- ventions for manufacturing for which a patent has been granted and the English Foreign and Colonial patents relating thereto, and any improvements or modifications thereof and the English Foreign and Colonial patents relating thereto. (6) To manufacture and sell and to grant licences to manufacture and sell the preparations which are the subject of the said inventions, XIX. Financial Company. To seek for and secure openings for the employment of capital and with a view thereto to carry on all kinds of exploration business and to obtain options over and purchase take on lease or otherwise acquire and test any lands tenements and hereditaments mining claims mines and mining and other rights and concessions. XX. Company to form Foreign Company to work Foreign Concessions. To form a societe avonyme or more than one societe anonyme in the Republic of France for the construction of Railways from to in accordance with certain concessions granted by to XXI. Motor Car Company. To carry on the business of Motor Car Manufacturers in all its branches and to make manufacture sell and let out for hire motor cars and parts of and accessories to motor cars. XXII. Railway Company. To make manage and work a railwaj* from in the Kingdom of to in the Kingdom of and to acquire such lands and rights as may be necessary or convenient for such purposes and to erect any stations storehouses outbuildings houses or other buildings which may be neces- sary or convenient for such purposes. XXIII. Gas Company. To supply gas to the town of for heating lighting and other purposes and to construct work and maintain such gas-works pipes and other works and things as may be necessary for the above purposes or any of them. XXIV. Livery Stable Keepers. To carry on the business of liverj- stable keepers in all its branches and to acquire sell let out on hire and deal in horses carriages carts vans and other articles and to provide accommodation for horses carriages carts vans and other articles belonging to other people. Various Forms op Object Clauses 151 XXV. Mutual Insurance (/;.). The mutual insurance of ships belonging to members of the company or in which members have a share or shares (i). XXVI. Trade Protection. To protect the interests of persons engaged in the trade of and for that purpose to form clubs for social intercourse between such members and obtain collect and disseminate news and to estabUsh bureaux of information and to do all such other things as may be necessary for the purposes aforesaid or any of them : provided always that nothing herein contained shall authorize the company to do anything which would or might constitute it a Trade Union. XXVII. Political Club. To establish a club for the association of gentlemen who belong to the Liberal Unionist party and to purchase take on lease or otherwise acquire a suitable club house. XXVIII. Golf Club. To estabUsh a club for persons desirous of playing the game of golf and to purchase take on lease or otherwise acquire and provide ground for the purpose of playing the said game and a suitable club house. XXIX. College. To found a school for gentlemen's sons between the ages of seven and fourteen and for such purpose to provide such instruction and to build or take over such houses of residence and other establishments and playing fields and other accessories as may be considered needful. XXX. Charity. To provide a home for aged and indigent persons and to build or take over and carry on a suitable house with offices and other accessories con- venient for the purpose. Where the company is formed to take over a given business or to enter into a particular contract there should be added a second clause in the following form or in some similar form. [As a first operation] (k) to acquire the business of a tailor heretofore (h) See also the form given above are set out in forms 26 and 30 to as an example of the Memorandum obtain a licence to register without of Association of a company limited the word " limited " under s. 20 by guarantee and not having a of the Act. See ante, pp. 65 et seq. share capital. Supra, p. 145/ (k) The words in square brackets (i) It will usually be convenient should be added where the busi- to form companies limited by ness, etc., to be taken over is only guarantee where this form and the one of several operations which the five succeeding forms are applicable. company is formed to undertake It will usually be possible for [e.g., in the case of a financial corn- companies not fornied for purpose of pany], gain and having such objects as 152 The Memorandum and Articles of Association carried on by A.B. at and for that purpose if thought fit to enter into an agreement in the form of a draft agreement which has already been prepared and wMch is expressed to be made between the said A.B. of the one part and the company of the other part and which for the purpose of identification has been signed by CD. a soHcitor of the Supreme Court. Or if the agreement has been entered into with a trustee on behalf of the intended company omit the words after tbe words "if thought fit," and add — "to adopt and enter into an agreement in the terms of an agreement which has been made between the said A.B. of the one part and CD. as trastee on behalf of the intended company of the other part. Forms of Capital Clauses in the Memorandum of Assoclvtion WHERE THE CAPITAL IS DIVIDED INTO SEVERAL CLASSES OF ShABES {I). The capital of the company is £100,000 divided into 50,000 Preference Shares of £1 each, and 50,000 Ordinary Shares of £1 each. The holders of the said preference shares shall be entitled to a dividend at the rate of five per cent, per annum on the amounts paid up on their shares {m). Such dividend to be cumulative and to be payable out of any profits which it may be determined to distribute among the members ol the company and to take precedence and have priority over all dividends payable to the holders of the said ordinary shares or of any other shares which the company may at any time issue. The said preference shares shall not confer any right to an}' further dividend. Where the rights conferred on the holders of different classes of shares are complicated it is best to have a separate clause setting out and defining such rights. The rights following shall attach to the said preference shares. (1) The right to a fixed cumulative preferential dividend at the rate of 5 per cent, per annum on the amoimts paid up on such shares payable out of any profits which it may be determined to distribute among the members of the company and in priority to any dividend payable to the holders of the said ordinary shares or of any other shares which the company may at any time issue and in addition the right to have one fifth of any balance of any such profits which may remain after pajTuent of the said (/) These forms may easily be annum on the amounts paid up on varied so as to provide for fomiders their shares," the words "at such or deferred shares, etc. (e.g., by a rate as will after income tax has giving shares of small nominal been deducted give a nett five per value the right to haK of any fund cent, per annum on the amounts available for dividend, either sub- paid up on their shares." Such a ject or not subject to a prior fixed provision will, it is believed, be dividend, and to half the surplus good in spite of the Income Tax, assets on a winding-up after payment 1918, Rule 23, of the Rules Applic- of debts and costs of winding-up). able to all Schedules : see Brooke v. (m) If it is desired that the Price, [1917] A. C. 115, per Lord dividend shall in effect be free of P aukvsi at p. 125 ; Blount v. Blount, income tax substitute for the words [1916] 1 K. B. 230; Cain's Settlet "Rt the rate of five per cent, per ment, [1919] 2 Cb- 3f)4, Various Forms of Articles 153 dividend and after providing a sufficient sum to pay a fixed cumulative dividend at tfie rate of 10 per cent, per annum on tlie amounts for the time being paid up on the said ordinary shares and any other shares wliicli the company may at any time issue. Such dividend to be distributed among the holders of the said preference shares in proportion to the amounts paid up on their shares. (2) The right on a winding-up to have the amounts paid up thereon repaid [and if the assets of the company are more than sufficient for this purpose to have a further sum (hereinafter called the further sum) equal to the difference between the total amount paid by the company by way of dividend on the preference shares issued and outstanding at the data of the winding-up and the amount which would have been paid if the company had paid interest at the rate of 5 per cent, per annum on the amounts paid up in respect of such preference shares on such date from the respective dates when such amounts were respectively paid up to the date of the winding-up] (n) in priority to the return of any amount paid up on the ordinary shares of the company or on any other shares which the company may at any time issue and the right to have one-fifth of any surplus which may remain after repayment of all capital paid up on all other shares of the company distributed among the holders of the said preference shares (o). (3) [Any moneys available for paying the further sum (after repaying the amount paid up on the preference shares) shall be distributed among the preference shareholders in the proportions in which they would have received such moneys had the same been distributed as a dividend imme- diately before the commencement of the winding-up but save as aforesaid] all losses shall as between the preference shareholders be borne by and any assets remaining to be distributed among the preference shareholders after repayment of all capital on the other shares of the company shall be distributed among the preference shareholders in proportion to the amounts paid by them or which ought to have been paid by them at the commence- ment of the winding-up in respect of their shares. 7. The rights hereby conferred on the holders of the said preference shares may be modified with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of the said preference shares. To every such general meeting the provisions of the articles for the time being in force relating to general meetings shall apply but so that the necessary quorum shall be two persons holding or representing by proxy one half of such of the said preference shares as have been issued and are outstanding and that any one preference shareholder who is present at any such meeting may demand a poll {p), (n) The part of this clause in them, in the Articles of Association: square brackets is framed to meet Companies (Consolidation) Act, 1908, Re W. T. Hall & Co., [1909] 1 Ch. s. 186 (1), Birch v. Cropper (1889), 521 ; but cp. New Chinese Antimony 14 A. C. 525 ; see form, post, p. 167. Co., [1916] 2 Ch. 115, which was {p) This clause appears to be followed in Sprimjhok AyricuUural good : Welshach Incandescent Light A'/vh v. Sonora place for holding directors' meetings (Mexico) Land and Timber Co. is in England, in which case the (1918), 34 T. L. R. 220. words "in England" will bo (c) If such expenses are to bo omitted. 160 The MEMdEANDUM and Articles of Association directors in England [or abroad] (/) and may provide that such person or persons shall receive such remuneration and shall require such qualifica- tion if any. and shall hold office for such period as the directors think fit and shall have all the powers rights and duties hereby conferred on directors or some only of such powers rights and duties but any such appointment shall provide that such powers rights and duties shall be exercised only in England [or abroad] (/). Insert in Clause 96 after Sim-C*LAUSE 4 where Desired, (5) If he be absent from six consecutive meetings of the directors without the leave of his co-directors. Alterations to Articles 101 et seq. (where some of the Directors ARE to be appointed BY THE PROMOTERS OR DEBENTURE HOLDERS, ETC., OF THE COMPANY). Add at the end of Article 98. For the purposes of this and the next succeeding article no nominated director shall be deemsd to be a director. Suhsiitute for Article 101. The company at the ordinary meeting at which any director other than the Said A.B. or CD. or any person nominated to fill the place of either of them under the provisions hereinafter contained shall retire shall fill up the office vacated b}^ the retirement of such director by electing another director. On the retirement of the said A.B. or of the said CD. (g) or of any person appointed to fill the office of either of them (all of which persons are herein referred to as the nominated directors) or on the office of any nominated director being vacated imder Article , X.Y. of shall during his fife and after his death his executors or administrators or the trustees of his will while they hold shares in the company shall have power to appoint a new director to fill up the office of the nominated director so retiring. [Then will follow Article 102. Articles 103 and 105 will in many cases be omitted, and in some cases Article 96 will be made inapplic- able to nominated directors.] (/) To be inserted if the ordinary directors will fill casual vacancies place for holding directors' meetings other than those caused by a nomi- Ui in England, in which case the nated director ceasing to act, the word " England " will be omitted. nominator will appoint in the case of (gr) The Articles will contain a casual vacancies among the nomi- provision that A.B. and CD. shaU nated directors. As to nominated be two of the first directors, or directors, see British Murac Syndi- enabling debenture holders of a cate. v. Alperton Rubber Co., [1915] certam issue or secured by a par- 2 Ch. 186 ; and Plantations Trust v. ticular trust deed by extraordinary Bila {Sumatra) Rubber Lands (191C), resolution or otherwise to nomi- 85 L. J (ch.) 80 1» nate a' director or directors ; tho Various Forms of Articles as to Directors 161 For Clause 104. The company may by extraordinary resolution remove any director other than a nominated director before the expiration of his term of oflBce and the person (if any) entitled to appoint a nominated director (herein- after called the nominator) may by writing under his hand remove a nominated director before the expiration of his term of office, and in such case the company or the nominator as the case may be may in the case of the company by ordinary resolution and in the case of the nominator by writing under his hand appoint another person in place of the person so removed by them or him. The person so appointed shall hold office during such time as the director in whose place he is appointed would have held the same if he had not been removed. Upon the executors administrators and the trustees of the will of the said X.Y. ceasing to have the powers of nomination hereinbefore given to them any director nominated by them shall forthwith cease to be a director [or shall for the purposes of these presents be deemed to be a director appointed otherwise than by nomination and the date when he was last nominated shall be deemed to be the date of his last election.] The following article is sometimes added (Alternate directors) — It shall be lawful for any director by writing under liis hand to appoint any other person to act as a director in his place and any person so appointed shall while his appointment shall continue have all the powers rights and duties which but for such appointment the person appointing him would have had : but so that if for any reason the director making the appoint- ment shall cease to hold office the powers rights and duties of the person so appointed shall forthwith cease, and so that such last-mentio ned person shall not require any qualification or receive any remuneration from the company. Sometimes there is an article appointing some person or persons to be a governing director or governing directors (A). (Governing director.) A.B, of and CD. of shall be governing directors of the company and each of them shall hold such office during his life or until he shall give notice to the company resigning such office or shall cease to hold liis qualification shares. A governing director shall in addition to any casting vote he may have, have two votes at every meeting of the directors — or of a committee of the directors — and he shall have power to veto any act done or resolution passed at a meeting of directors in all cases where the directors have a discretion as to whether they will or will not do a particular tiling or pass a particular resolution. Such power of veto must be exercised within fourteen days after the act or resolution vetoed was done or passed and within such period notice in writing of such exercise must be given to the (/i) If there is a govorning director directors, etc., should be made to the provisions doaHng witli tho apply to directors other than vacation of the oflice of directors, governing directors, retirement by rotation, removal of S.C.L. 11 162 The Memorandum and Articles of Association comiJany [provided always that if any governing director shall exercise the power of veto hereby given to liim and the other governing director and two-tliirds of the directors other than governing directors shall within fourteen days after notice of such exercise has been given to the company as hereinbefore provided sign a resolution declaring that it is not desirable that such veto shall take effect then and in such case such veto shall be void and of no effect] (i). For Clause 111 is (occasionally) substituted (Kesolution signed by majority of directors) — A resolution in writing signed by a majority [or by two-thirds] of tlie directors shall have the same effect as a resolution passed at a meeting of directors. MOKTGAQES AXD ChAKGES. Amongst the clauses dealing with mortgages or charges is occasionally a clause in the following form : — Tlie company shall not mortgage or charge any of its property or assets without the consent of the preference shareholders to be obtained in the same way in all respects as is hereby provided in cases where it is proposed to modify the rights of such preference shareholders (.k). Dividends, etc. [1). Substitute for Article 126. Subject to the rights of members whose shares have been issued on special terms all dividends shall be paid to the members in proportion to their shares (m). Subject to the rights of persons if any entitled to shares with special riglits as to dividends all dividends shall be declared and paid according to the amounts paid on the shares but if and so long as notliing is paid up on anyone or more of the issued shares in the company dividends may be declared and paid according to the amounts of the shares. No amount paid on a share in advance of calls shall while carrjdng interest be treated for the purpose of this article as paid on the share (n). {i) The words in brackets may 8 A. C. 65. For a case where some be added to avoid a deadlock of the shares have been consolidated, where there is more than one Wakefield Rolling Stock Co., [1892] governing director. 3 Ch. 165. (/.) This clause may prove a (n) This is the form of Article in great inconvenience, and very care- Table A. It is thought that the ful consideration sliould be given last sentence of the article is quite to all the facts of the case before unnecessary, for moneys paid in adding it. advance of calls would not appear (l) The forms given for ase m the to be moneys paid up on shares, memorandum may in many cases They would appear rather to con- l:>e adapted for use in the articles. stitute a debt from the company (m) The result of this clause i.^ to the shareholder : Lock v. Queens- that fully paid shares get the same land, [1896] A. C. 461 ; Dale v. dividend as shares which are partly Martin (1883), 11 L. R. Ir. 371 ; but paid or on which nothing has been op. London and Northern Steami^hip paid: Oakbank OilCo.y, Crum{l883), Cy. v. Farmer (1914), 111 L. T. 204. Various I^orms of Articles as to Dividends 163 Clause to be used with Article 126 (vendors' shares to be treated as paid in advance of calls). Any amount which is paid up or deemed to be paid up on any share of the shares numbered to in the capital of the company and wliich is in excess of the amount which has been paid up upon the other ordinary shares of the company shall be deemed to be paid up in advance of calls and shall bear interest at the rate of 5 per cent, per annum. No amount so deemed to be paid up in advance of calls shall be treated as paid up for the purpose of any cUvidend or for the purpose of ascertain- ing the amount paid up or which ought to be paid up at the commence- ment of a winding-up in respect of a share. If in the case of other ordinary shares of the company at any time different amounts shall be paid up on different ordinary shares then for the purpose of this Article the amount paid up on the other ordinary shares of the company shall be deemed to be the amount paid up on the largest number of such other ordinary shares of the company and in case there are two or more sets of such other ordinary shares which are equal in numbers but have different amounts paid up the one of such sets wliich has the largest amount paid up shall for the purpose of this article be deemed to be the largest in number (o). Another Clause in lieu of 126 (one class to receive a fixed dividend — the other the balance of dividend). Subject to the rights of members whose shares have been issued on special terms all funds available for dividend shall be distributed as follows in the first place in the pajrment of a cumulative [or non-cumulative] dividend at the rate of per cent, per annum to the members [or holders of preference shares] on the amounts paid up on their shares and the balance if any in the payment of a dividend to the members [or holders of ordinary shares] in proportion to their shares. Another Form (each class to receive a fixed dividend, the balance to be distributed between the classes). Any profits which the company may determine to distribute shall be apphed and paid as follows — first in paying a non-cumulative dividend at the rate of 5 per cent, per annum on the amount paid up on the pre- ference shares, secondly in paying a non-cumulative dividend at the rate of 7 per cent, per annum on the amounts paid up on the ordinary shares ; thirdly in paying a further dividend on the amounts paid up on the pre- ference and ordinary shares pari passu as one class of shares [or and the balance of such profits shall be distributed as to one-third thereof among the holders of preference shares in proportion to the amounts paid up on their shares and as to two-thirds thereof among the holders of ordinary shares in proportion to the amounts paid up on their shares.] Article conferring rights on a class of shares reserved for the employees of the company. (1) For the purposes of this article the expression "employee " shall (o) This clause will affect the articles contain clauses as to wind- lights on a winding-up if the ing-iip like the one on p. 142, supra* 1^4 The MemorajTdum and Articles of Association mean any person in the employment of the company whether paid by salary or commission or participation in profits or partly in one way and partly in the other, but shall not include any director. The expression '* ex-employee " shall mean a person who has ceased to be an employee but shall not include any person who has been dismissed for misconduct. An employee shall be deemed to have been dismissed for misconduct if at the time of or within one month after his dismissal the directors shall pass a resolution declaring that he is or has been dismissed for mis- conduct. (2) One-eighth of the profits arising from the business of the company in each year after setting aside to reserve such sums as the directors think proper shall, subject to the provisions of sub-clauses (7) and (8) hereof, be distributed among the employees and ex-employees who during the year have held any of ths employees' shares of Is. each in the capital of the company. As between such employees and ex-employees such profits shall be distributed according to the employees' shares held by them during the year and according to the period whether the whole or a part of the year during which they have held such shares. (3) On a winding-up the holders of the employees' shares shall be entitled to be repaid the amounts paid up on their shares before any return is made in respect of any other shares of the company. (4) Save as aforesaid the employees' shares shall not confer any rights to dividends or on a return of capital, and they shall not confer any other right of membership. (5) No employees' share shall be issued to any person who is not an employee, and no employee or ex-employee shall at any time hold more than 100 of such shares. (6) The directors may in their absolute discretion decline to register any transfer of emi^loyees' shares, and they shall decline to register any such traasfer (a) to an employee if the effect of the transfer will be to make his holding of employees' shares in excess of 100, and (b) subject to the provisions of the succeeding sub-clauses hereof to any person who is not an employee. (7) If any employee shall cease to be an employee or if any employee or ex-employee shall die or become bankrupt the directors may within three months after the happenu\g of such event serve on him or his personal representatives or trustee in banki-uptcy notice (hereinafter called a transfer notice) requiring him or them to transfer any employees' shares he may hold to some person named in such notice and thereupon he or they shall make such transfer and shall be paid the nominal value of the shares, but such transfer shall not prejudice any right the trans- feror may have under the provisions hereinbefore contained to participate in the profits of the year as and when the same are distributed among the holders of employees' shares. If default is made in making any such transfer the directors may rectify the register by substituting the name of the transferee for that of the transferor. (8) If a pjrson named in a transfer notice is not an cmploj-ee (p) then (p) This sub-clause will enable until there is some employee to any shares to be held on suspense, whom they can be transferred. Forms of Articles as to Dividends 165 any shares transferred to him pursuant to such notice shall not confer any right to dividend until they have been transferred to an employee, and the directors may at any time after shares have been transferred to a person who is not an employee pursuant to a transfer notice and until transfer to an employee serve on such person who is not an employee a transfer notice, and the same shall except as regards any right to dividends have the same effect in all respects as if such person had ceased to be an employee at the date of such notice. Clauses to be substituted for Clause 127 (Interest out of capital). The company may with the previous sanction of the Board of Trade pay interest at such rate and for such period as may be sanctioned by the Board of Trade on the amount for the time being paid up on any shares of the company issued or to be issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable for a lengthened period and any interest so paid shall be charged to capital as part of the cost of construction of such work or building or the provision of such plant (q). Except in the cases provided for in the foregoing article no dividend shall be payable except out of the profits arising from the business of the company. Another clause substituted for Clause 127 (Fund available for dividend). No dividends shall be paid except out of the profits of the company [or the realized profits of the company]. Another clause which may be substituted for Clause 127. No dividends shall be paid out of capital. Form of article giving the shareholders an absolute right to the profits of the company. Omit Clauses 125, 126, 127, and 128, and continue. iq) This power may be given by of Indian Railways by the Indian special resolution or by the Ai-ticles Railways Act, 1894 (extended by (Companies (Consolidation) Act, 5 Ed. 7, c. 21), and amended by 1908, s. 91). It obviously applies Indian Railways Amendment Act, only to companies having some sort 1906. There the power must be by of an undertaking {e.g. a factory). special resolution or in the memo- In such companies even if this randum, and the sanction of the article is omitted it may be well to Secretary of State in Council of preface Article 127, or the Article India, not of the Board of Trade, corresponding to it, with words must be obtained. Section 91 of such as " Except in cases provided the Companies (Consolidation) Act, " by s. 91 of the Companies (Con- 1908, does not apply to companies "soHdation) Act, 1908, or any coming under these enactments. As *' statutory modification thereof for to these provisions, see ante, pp. 105 the time being in force." A ef .leq. similar provision is naade in tha caae 166 The Memorandum and Articles of Association No dividends shall be paid except out of the profits of the company. The directors may in priority to any dividend set aside out of the profits of the company such sum as they think proper as a reserve fund to meet contingencies or for equahzing dividends or for repairing or maintaining works connected with the business of the company or any part thereof or for any other purpose the directors think proper and the directors may invest the sum so set apart as a reserve fund upon such investments as they may select. Subject to the last jireceding article and subject to any arrangement which may from time to time have been entered into relative to the re- muneration of any manager or other officer of the company by way of commission or a percentage on the net profits of the company or any part thereof the entire net profits of each year shall be divided among the share- holders of the company in proportion to their shares (r). The directors may from time to time declare interim cUvidends. Clause to be substituted for Article 133 (Forfeiture of dividends). No dividend shall bear interest against the company and all dividends unclaimed for three years after having been declared may be forfeited by the directors for the benefit of the company {s). Secret Keserve Fund. Clause to be added after Article 139. If the directors shall set apart all or any part of the reserve fund to a secret reserve fund wliich they are hereby empowered to do such reserve fund need not except so far as is hereinbefore otherwise provided be shown or disclosed in the balance sheet nor except so far as otherwise provided by the Companies (Consolidation) Act 1908 in the summary required'by section 26 of that Act (/). nor save as aforesaid need the directors give any information to the shareholders as to the amount invested or application thereof bub all particulars relating thereto shall be disclosed to the auditors of the company whose duty it shall be to see that the same is apphed for the pur- poses of the company but except where they consider it necessary for the proper fulfilment of their duties as auditors they shall not give any infor- mation with regard to the same to the members or otherwise (w). (r) The effect of an article of this as aforesaid " may be omitted, and kind in a winding-up is shown by in their place the words, "notwith- Bridgewater Navigation Co., [1891] standing anything hereinbefore con- 2 Ch. 317 ; Evling v. Israel and tained " may be inserted. Oppenheimer, [1918] 1 Ch. 101. It (u) This clause gives effect to the is, however, very unusual, as to the law laid down by Newton v. effect of the usual form of Article : Birmingham Sniall Arms, [1906] Crichton's Oil Co., [1902] 2 Ch. 86. 2 Ch. 378, as altered by s. 26 (3) of (s) This form not to be u^ed the Companies (Consolidation) Act, where a Stock Exchange quotation 1908, which does not apply to is desired. private companies. It is doubtful (i) In the case of a private com- whether the amount of the fund pany, as section 26 of the Act would have to be disclosed. See does not apply, the words "except post, pp. 485 and 486, as to thW so f^r as is hereinbefore " to "save cs^s^, Various Forms of Articles as to Winding-up 167 Notices. Sometimes in the notices clauses is added a clause in somewliat the following form : — In cases not herein otherwise provided for any notice may be given by advertisement in a newspaper circulating in the neighbourhood of tlio registered office of the company and any such notice shall be deemed to be duly given on the day on which the advertisement appears. Winding-up. Variations of Article 156. Where the original capital consists of two classes of shares. Subject to the rights conferred on the holders of preference shares in the original capital of the capital of the company by the company's memorandum of association and to any rights which may be conferred on the holders of any shares which may be issued on special terms the assets of the company remaining after satisfaction of the debts and liabilities of tlie company and after payment of the costs of liquidation shall on a winding-up be divided among the holders of the ordinary shares of the company. Or in cases where the preference or founder's shares are to have a preference as to capital and the memorandum of association docs not deal with the point {x). On a winding-up the assets remaining after satisfaction of the debts and liabilities of the company and after payment of the costs of liquidation shall be paid and applied as follows. First in repayment to the preference shareholders of the amounts paid up on their shares [together with a bonus of 105. per share]. Secondly in repayment to the ordinary shareholders of the amounts paid up on their shares and the balance shall be distributed [as to one-third thereof among the preference shareholders and as to the remaining two-thirds] among the ordinary shareholders. Tliis clause is without prejudice to the rights of persons whose shares are issued on special terms. Provision where Capitalists have put Money into the Concern on THE Terms that such Money is to be repaid before anything is returned in respect of Payments made otherwise than IN Cash. On a winding-up the assets remaining after satisfaction of all the debts and liabilities of the company and after payment of the costs of liquida- tion shall be paid and applied as follows. First in repayment to such members as have paid for their shares either wholly or partly in cash of the cash, so paid by them. Secondly in repayment to such members as (x) Tho fact of shares conferring confer a preference as to capital on their holders a preference as to on winding-up : London Jndiqi^ dividend, does not Cftuse thorn to ruhlier Co. (I8G7), 5 Eq. 5l9f 168 The Memorandum and Articles of Association have paid for their shares either wholly or partly otherwise than in cash of the amounts which they are credited as having paid otherwise than in cash and the balance shall be distributed among the members in proportion to the amounts paid or wliich ought to have been paid by them at the commencement of the winding-up in respect of their shares without making an}' distinction as to the manner in which such payment was made and if there shall not be sufficient assets to repay the whole of the cash paid or as the case may be the whole amount credited as having been paid in respect of the shares of the company then all losses shall as between the members entitled to participate in the assets under the provisions herein- before in this article contained be borne as follows that is to say in the first case in proportion to the amount of cash paid or which ought to have been paid at the commencement of the winding-up in respect of the shares and in the second case in proportion to the amount credited as having been paid otherwise than in cash in respect of the shares. Tliis clause is without prejudice to the rights of persons whose shares have been issued on special conditions. Provision to be added where there are different Classes of Shares in Lietj of Part of Clause 156. Any assets divisible among any class of shareholders under the pro- visions hereinbefore contained shall be divided among them in proportion to the amounts paid or which ought to have been paid by them at the commencement of the winding-up in respect of their shares. This clause is without prejudice to the rights of persons whose shares are issued on special tenns. Indemnity and Eesponsibility Provisions. The company shall indemnify every director officer and servant against all costs losses or expenses including hotel and travelling expenses in respect of any contract entered into or act done in discharge of his duties and the directors shall make such payments as are necessary for the purpose of giving effect to such indemnity. No director officer or servant of the company shall be answerable or responsible for any act receipt omission neglect or default of any other person notwithstanding any receipt given for the sake of conformity or for any loss or damage suffered by the company unless the same shall happen through his own dishonesty. Articles of Association. {Short Form Incorporating Table A.) The Companies Acts, 1908 to 1917. Company Limited hy Shares. Articles of Association of the Company, Limited. 1. The regulations contained in Table A. in the First Schedule to the Companies (Consolidation) Act 1908 (hereinafter called Table A.) shail except so far as they are hereinafter varied apply to the company, Form Incorporating Table A 169 2. The following expressions shall when they occur in Table A. or in these presents have the following meanings. The expression " the company " shall mean the above mentioned company. The expressions " the directors " " the Board " mean respectively the directors and the Board of Directors of the Company. The expression " month " shall mean calendar month. Save as aforesaid expressions contained in these presents shall have the same meanings as if they were contained in Table A. 3. The directors may proceed to allotment upon a minimum subscrip- tion of shares. 4. The company may pay to any person a commission at a rate not exceeding per cent, or of an amount not exceeding such rate in consideration of his subscribing or agreeing to subscribe whether g,bsolutely or conditionally for any shares in the company or prociiring or agreeing to procure subscriptions whether absolute or conditional for any shares in the company. 5. Clause 4 of Table A shall be varied by inserting at the end thereof the words " and that a poll may be demanded by any one person present and entitled to vote at such meeting." 6. Clause 9 of Table A. shall be varied by inserting after the word " called " the words " or liable to be called " and after the words " presently payable by him or Ms estate " the words " either alone or jointly with any other person," and between the words " the company " and the words " but the directors " the words " and the company shall have a like lien on all shares other than fully paid shares {y) standing registered in the name of more persons than one for all moneys presently payable by them or any one or more of them or the estates of all or any one or more of them either alone or jointly with any other person to the company." 7. Clause 12 shall be varied by adding at the end of the words " This Article shall be without prejudice to the rights of any member in respect of any share which has been issued to him on special conditions." 8. Clause 13 of Table A. shall be varied by insertion of the words " and instalments " after the words " all calls." 9. Clause 33 shall be varied by adding the words " and in the assets on a winding-up " after the words " dividends and profits of the company " and Clause 34 by striking out the words " other than those relating to share warrants." 10. Clause 43 of Table A. shall be varied by inserting at the beginning thereof the words "subject to any direction to the contrary that may be given by the resolution sanctioning the increase of share- capital." 11. Clause 44 of Table A shall be varied by omitting the words " by special resolution " and by adding at the end thereof the words " the (y) Where a quotation on the a fully paid share," and " other Stock Exchange in not desired the than fully paid shares " where they words " other than fully paid occur in the said Clause 9, will br) shares " may be omitted liere, in omitted, v/liioh case the words " not being 170 The Memorandum and Articles of Association powers coiiferred by sub-clauses (a) and (c) of this clause shall be exercLsed by extraordinary resolution and those conferred by sub-clauses (b) and (d) by special resolution." 12. Clause 46 of Table A. shall be varied by omitting the words " at such time in the month following that in wliich the anniversary of the company's incorporation occurs and at such place," and by omitting all words after the words " as the directors shall appoint." 13. Clause 49 of Table A. shall be varied by substituting the words " the accidental omission to give any such notice " for the words " the non-receipt of the notice by any member." 14. Clause 68 of Table A. shall be varied by adding at the end the words " and until directors are appointed the subscribers to the memo- randum of association shall have all the powers by these presents or by Table A. conferred on directors." 15. The quaUfication of a director shall be the holding of shares of tlip nominal value of £ in the capital of the company either as sole holder or as the one of several joint holders whose name stands first in the register of members and anj- person who accepts the office of director and who is not already quahfied shall unless he obtain his qualification witliin one month from the date of liis appointment be deemed to have agreed to take his quahfication shares from the company and the com- pany shall allot the same accordingly. Clause 70 of Table A. shall not apply to tills compan3\ 16. Clause 77 of Table A. shall be varied by inserting in sub-clause (e) thereof after the words " any contract with the company " the words " without declaring his interest at the meeting of the directors at wliicli such contract is determined upon if his interest then exists or in any other case at the first meeting of the directors afterthe acquisition of such interest " and by the substitution in the proviso to such clause of the words " any contract or work in wliich he is either directly or indirectly concerned or interested " for the words " any such contract or work." 17. Clause 94 of Table A, shall be varied by adding the words " or a managing director or manager " after the words " acting as a director " and also at the end of the clause. 18. Clause 98 of Table A. shall be varied by striking out the words " but if and so long as nothing is paid up on any of the shares in the com- pany dividends may be declared and paid according to the amount of the shares." 19. Clause 110 of Table A. shall be varied by omitting the words " unless the contrary is proved to have been effected at the time at which the letter would be deUveredinthe ordinary course of post" and substitu- ting the words " any such notice shall be deemed to have been served within twenty-four hours from the time when the letter containing the same was put into the post office." 20. On a winding-up if there are any assets remaining after satisfaction of all the debts and habiUties of the company and after paj-ment of the costs of liquidation and repayment to the shareholders of the amounts respective!}' paid by them on their shares then the assets so remaining shall be divided among the shareholders in proportion to the amounts paid or which ought to haye been paid by them at tjie compenceniept Form for a Private Company 171 of the winding-up in respect of their shares ; but if after payment of the said debts and liabiUties and costs there shall not remain sufficient assets to repay to the shareholders the amounts respectively paid by them on their shares then the loss shall be borne by the shareholders in proportion to the amounts paid by them or wliich ought to have been paid by them at the commencement of the winding-up in respect of their shares. This article is without prejudice to the rights of persons whose shares are issued on special conditions. Articles of Association foe Private Company (2). Use ordinary form (pp. 123 et seq.) except as herein varied. Omit Clauses 3 and 4, and Clause 5, and insert instead of 3 — • Private Company. 3. (1) The number of members exclusive of persons who are in the employment of the company and of persons who having been formerly in the employment of the company were while in such employment and have continued after the determination of such employment to be members of the company shall not exceed fifty. For the purpose of this Article two or more persons holding one or more shares jointly shall be treated as a single member. (2) The public shall not be invited to subscribe for anj^ shares or debentures of the company. (3) The right to transfer shares of the company shall be restricted in manner hereinafter provided. Clauses 8 and 9 may be omitted. In Clause 22 omit if thought fit, the words " not being a fully paid share " in each case where they occur. Clause 37 — omit everytliing after the words " The directors may decline to register any transfer of any shares " (a), or insert one of the clauses on pp. 155 et seq. Clause 51. Strike out the words "in such manner as they think most beneficial to the company" and substitute "in any manner which they tliink beneficial to the company and which does not contravene the pro- visions of Article 3 (6) of these presents." Clauses 55 to 61 . The registrar decUnes to register as a private company a company whose articles allow of share -warrants and it will therefore usually be necessary to omit these provisions altogether. Clause 120. Omit. Clause 139. Strike out everytliing between the words " Every such balance sheet " and the words " shall state the total amount of the sums paid by way of commission." (z) Those companies need only to one set of shares, and another to have two members : Companies another set. (Consolidation) Act, 1908, s. 2. {b) The Articles restricting the (o) It is thought that the rostric number of members and forbidding tion must apply to all shares, but an offer of shares or debentures tO there is nothing to prevent one the coynpany. restriptiop being made stppljcablo 172 The Memorandum and Articles or Association Clause 140 must be omitted and Clause 141 may be omitted if desired. In very small companies the provisions as to the numbers required for a quorum and for demanding a poll will sometimes have to be altered (c). Articles of Association of a Company Limited by Guaeantee AND not having A ShAEE CaPITAL. The Comp.\nies Acts, 1908 to 1917. Company Limited by Guarantee and not having a Capital divided into Shares. Articles of Association of Limited. Number of Members. 1. The Company for the purpose of registration is declared to consist of members, but the directors may at any time register an increase of members. 2. In the constiiiction of these Articles of Association the following expressions shall where the context admits have the following meanings : — Words importing the singular number only shall include the plural number ; and words importing the plural number only shall include the singular number ; words importing the mascuUne gender only shall include females ; and words importing persons shall include corporations. The word " month " shall mean calendar month. The expression " the Company " shall mean the above-mentioned Company. The expressions " the directors " " the board " shall mean respectively the directors and the board of directors of the Compan3\ The expression " member " shall mean a member of the Company. The expression *' these presents " shall mean these Articles of Associa- tion. ■ Members. 3. Every person who insures any ship or share in a ship with the Company shall be deemed to have agreed to become a member. 4. The directors may decline to accept any person as a member. 5. Any member may give the Compan\' three months' notice of his intention to resign liis membership, and on the expiration of such period he shall cease to be a member. 6. The Company in general meeting in all cases and the directors in the cases hereinafter specified may exclude any person from member- ship. 7. Any person who has ceased to be a member shall continue liable in respect of all claims incurred up to the time of his ceasing to be a member. 8. Any person who has ceased to be a member shall be entitled to all rights which have accrued to liim while a member under an}'^ policy of insurance effected with the Company ; but from the date of his ceasing (c) It wilJ sometimes also be act as proxies. This wiJJ be ejt* f}esiral)le to nWoyr non-menibej-s to jurssly pro%nded for. Form of Articles for a Guarantee Company 173 to be a member he shall be excluded from all benefits to wliich members are entitled under these presents and as from such date every such pohcy shall be deemed to have come to an end. Business. 9. Every contract of insurance shall be made in the name and under the common seal of the Company. 10. The Company shall not be liable to any member or other person for the amount of any loss except to the extent of the funds which it is able to recover from the members or other persons liable for the same, and which are appUcable for the purpose. 11. Every engagement or liability of a member in respect of any insurance shall for all purposes relative to enforcing such engagement or liability be deemed to be an engagement or liability by or on the part of such member to the Company and not to any other member or members and all moneys payable thereunder shall be paid to the Company. Calls and Subscriptions. 12. There shall be paid to tlie Company for each ship on admission an entrance fee of Is. per cent, on the amount insured and on or before January 1st in each succeeding year a Uke sum of Is. per cent. 13. The directors may from time to time make such calls upon the members in respect of allowed claims and current expenses as they think (it provided that fourteen days' notice at least shall be given of each call. 14. Every such call shall be made on all the members rateably in the proportions which the sums insured by them respectively bear to the amount of all the sums insured by the Company at the respective times of the losses giving rise to the claims. 15. Each member shall be liable to pay any call made on him and any subscription presently payable by liim at the time and place appointed by the directors. 16. A call shall be deemed to have been made at the time when the resolution of the directors authorizing such call was passed. 17. If before or on the day appointed for payment of any call or sub- scription any member does not make such payment then he shall be liable to pay such call or subscription together with interest on the same at the rate of five pounds per cent, per annum from the day appointed for pay- ment thereof to the time of actual payment but the directors shall be at liberty to waive payment of such interest wholly or in part. 18. In the event of any sums for the time being payable by any member of the Company not being duly paid the amount of such deficiency shall be borne and made good rateably in the proportions before-mentioned by the other members of the Company. For the purposes of ascertaining the rateable amount payable by any member under this article tlie member in default shall be deemed to have ceased to be a member. 19. Each member who may for the time being be entitled to receive from the Company any loss claim or demand shall bear and contribute his own proportion thereof as a member. 174 The Memorandum and Articles or AssociATioif FORrEITUKE. 20. If any member fails to pay any call or any subscription on the day appointed for payment thereof the directors may at any time thereafter during such time as the call or subscription remains unpaid serve a notice on him or on his personal representative requiring payment of such call or subscription together with interest and any expenses that may have accrued by reason of such non-pajTnent. 21. The notice shall name a further day not earlier than the expiration of fourteen days from the day of such notice on or before which such call or subscription and all interest and expenses that may have accrued by reason of such' non-payment are to be paid. 22. The notice shall also state that in the event of non-payment at or before the time appointed the member to whom the notice is sent will be excluded from membership. 23. If the requisitions of any such notice as aforesaid are not comphed with the member to whom such notice has been given may at any time thereafter before the payment required by the notice has been made be excluded from membership by a resolution of the directors to that effect («/). 24. If any member shall become bankrupt he shall forthwith cease to be a member. General IVIeexings. 25. The first general meeting of members of the Company shall be held within a period of not less than one month nor more than three months from the date at whicli the Company is incorporated. 26. Subsequent general meetings shall be held once at least in each calendar year at such time and place as may be prescribed by the directors but so that no such meeting shall be held at an interval of more than fifteen months from the last preceding general meeting. The meetings in this and the last preceding article referred to shall be called ordinary meetings. 27. Every general meeting of the Company other than an ordinary meeting shall be called an extraordinary meeting. 28. The directors may whenever they think fit and shall on the re- quisition of not less than five members who have paid all calls or other sums then due from them forthwith proceed to convene an extraordinary meeting. 29. The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the office of the Company and may consist of several documents in like form each signed by one or more requisitionists. 30. If the directors do not proceed to cause a meeting to be held within twenty-one days from the date of the requisition being so deposited the (d) Forfeiture clauses will be the company returned, the company coastrued very strictly, where they was restrained from excluding liini take away vested rights, and where from membership : Daff v. Midland the company had written remind- Colliery Mutual Indemnity Co. ing a member he was in arrear, and (1913'), 82 L. J. (k. b.) 1340, he promptly sent a cheque, which Form of Articles for a Guarantee Company 175 requisitionists or a majority of them may themselves convene the meeting but any meeting so convened shall not be held after three months from the date of such deposit. 31. If at any such meeting a resolution requiring confirmation at another meeting is passed the directors shall forthwith convene a further extraordinary meeting for the purpose of considering the resolution and if thought fit of confirming it as a special resolution and if the directors do not convene the meeting within seven days from the passing of the first resolution the requisitionists or a majority of them may themselves convene the meeting. 32. Any meeting convened by requisitionists as aforesaid shall be con- vened in the same manner as nearly as possible as that in which meetings are to be convened by directors. 33. Seven days' notice at the least specifying the place the day and the hour of the meeting and in case of special business the general nature of such business shall be given to the members in manner hereinafter men- tioned or in such other manner if any as may be prescribed by the Com- pany in general meeting ; but the accidental omission to give any such notice by any member shall not invalidate the proceedings at any meeting. 34. In the case of a special resolution the notice convening the two meetings may be given at one and the same time and the second meeting shall be deemed to have been properly convened notwithstanding the fact that such notice states that it will only be held in the event of the reso- lution proposed at the first meeting having been passed by the requisite majority. 35. All business shall be deemed special that is transacted at an extra- ordinary meeting and all that is transacted at an ordinary meeting with the exception of the consideration of the accounts balance sheets and ordinary reports of directors, Peoceedings at General Meetings. 36. Except as hereinafter provided no business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. 37. At any general meeting a quorum shall consist of three members personally present and entitled to vote. 38. If within half an hour from the time appointed for the meeting a quorum is not present the meeting if convened on the requisition of members shall be dissolved in any other case it shall stand adjourned to the same day in the next week at the same time and place and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting any two or more members present and entitled to vote shall be a quorum. 39. The chairman of the board of directors shall preside as cliairnian at every meeting of the Company ; but if at any time there is no such chairman or he is not present within fifteen minutes after the time appointed for holding the meeting or if he is unwilling to act the members present shall choose one of the directors who is present and willing to act to be chairman ; but if there be no such director then the members present shall choose some one of their own number to be chairman, 176 The Memohandum and Articles of Association 40. The chairman may with the consent of the meeting adjourn any meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left un- fmished at the meeting from wliich the adjournment took place. 41. At any general meeting a resolution put to the vote of the meeting shall be decided by a show of hands of persons present and entitled to vote unless a poll is demanded by at least two persons present and entitled to vote and imless a poll is so demanded a declaration of the chairman that such resolution has been carried or carried by a particular majority or lost shall be deemed to be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 42. If a poll is demanded on any resolution by the requisite number of persons it shall be taken in such manner as the chairman directs and the result of such poll shall be deemed to be the resolution of the Company in general meeting. In the case of an equaUty of votes whether on a show of hands or at a poll at any general meeting of the company the chairman shall hi entitled to a casting vote in addition to any vote or votes to wliich he is othsrwise entitled. 43. A poll demanded on the election of a chairman or on a question of the adjournment of a meeting shall be taken forthwith. A poll de- manded on any other question shall be taken at such time as the chairman of the meeting directs. Votes. 44. Every member shall have one vote. 45. If any member is an infant or a lunatic or of unsound mind he may vote by his guardian committee curator honis or other legal curator. 46. If a Company is a member it may vote by any person authorized by resolution of its directors to act as its representative at any meeting and such representative shall be entitled on behalf of such Company to exercise the same functions as if he were a member. 47. No member shall be entitled to vote at any meeting of the Company unless all calls or other sums presently payable by him to the Company have been paid. 48. On a poll votes may be given either personally or by proxy. 49. No person shall act as a proxy unless he is apart from any proxy he holds entitled to be present and vote at the meeting at which he acts as a proxy. 50. Every proxy shall be in writing under the hand of the appointor and shall be deposited at the registered office of the Company not less than two clear daj's before the day appointed for holding the meeting or adjourned meeting at w'hich the person named in such proxy proposes to vote and in default the proxy shall not be treated as vahd. 51. Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit : — Form of Articles of a Guarantee Company 177 The Compaky Limited. I of in the county of being a member of the above-mentioned Company hereby appoint of or failing him of as my prosy to vote for me and on my behalf at the (ordinary or extraordinary as the case may be) general meeting of the company to be held on the day of 19 and at any adjournment thereof. Dated this day of 19 . Signed DiEECTOES. 52. The number of directors shall not be less than or more than but in the event of any casual vacancy occurring and reducing the number of directors to below the aforesaid minimum the contirming directors or director may act for the purpose of filling up such vacancy or vacancies or of summoning a general meeting of the Company. 53. The first directors shall be appointed by the subscribers to the ^Memorandum of Association. 54. Until directors are appointed the subscribers to the Memorandum of Association shall have aU the powers hereby conferred on directors. 55. Each director shall receive by way of remuneration for his services a sum calculated at the rate of £ per annum. Powers and Duties of Directors. 56. The business of the Company shall be managed by the directors who may pay aU expenses incurred in getting up and registering the Com- pany and may exercise aU such powers of the Company as are not by statute or by these articles required to be exercised by the Company in general meeting ; but the exercise of all such powers shall be subject to and in accordance with the provisions of any statute in that behalf and of these presents and shall also be subject to and in accordance with any regulations or provisions made by the Company in general meeting, but no regulation made by the Company in gencFal meeting shall invaUdate any prior act of the directors which would have been vahd if such regu- lation had not been made. Disqualification of Directors. 57. The ofEce of director shall be vacated : — (1) If he becomes bankrupt or insolvent; (2) If he becomes incapable of acting therein: (3) If at any time subsequently to his election he accepts or continues to hold any office or place of profit under the Company other than that of managing director or manager or trustee of a trust deed for securing debentures ; (4) If he contracts with or is concerned or interested in or partici- pate in the profits of any contract with the Company or par- ticipate in the profits of any work done for the Company without declaring his interest at the meeting of the directors S.C.L. 12 178 The Memorandum and Articles of Association at which such contract is determined upon or work ordered if his interest then exists or in any other case at the first meeting of the directors after the acquisition of his interest. Provided always that the office of director shall in no case be vacated by reason of his being a member of any Company which has entered into contracts with or done any work for the Company ; (5) If he gives notice in writing to the Company resigning his directorship. 58. No director shall vote on any contract except a contract for in- demnifying him agamst any loss he may suffer by reason of his becoming or being surety for the Company in which he is either directly or indirectly concerned or interested and if he does so vote his vote shall not be counted. Rotation of Directors. 59. At the fiist ordinaiy meeting the whole of the directors shall retire from office, and at the first ordinary meeting in every subsequent year one- third of the directors or if their number is not a multiple of three then the number nearest to one-third shall retire from office. 60. The directors to retire in every year shall subject nevertheless as heremafter provided be those directors who have been longest in office since their last election but as between persons who became directors on the same day those to retii-e shall unless they otherwise agree among themselves be determined by lot. 61. A retiring director shall be eligible for re-election. 62. The Company at the ordinary meeting at which any directors retire in manner aforesaid shall fill up the vacated offices by electing a like number of persons. 63. If at any meeting at which an election of directors ought to take place the places of the vacating directors are not filled up the vacating directors or such of them as have not had their places filled up shall con- tinue in office until the ordinary meeting in the next year and so on from time to time until their places are filled up. 64. The Company may from time to time in general meeting mcrease or reduce the number of directors, but so that such number shaU not be increased beyond the maximum number or reduced below the minimum number hereinbefore prescribed, and they may determme the order of rotation in which such increased or reduced number shall go out of office. 65. The Company may by extraordinary resolution remove any director before the expiration of his term of office and may by ordinary resolution appoint another person in his stead. The person so appointed shall hold office during such time as the director in whose place he is appointed would have held the same if he had not been removed. 66. The directors shall have power at any time to appoint any person a director either to fill a casual vacancy or as an addition to the Board but so that the total number of directors shall not be increased beyond the maximum number hereinbefore prescribed. Any director so appointed shall hold office only until the next ordinaiy meeting. Form of Articles of a Guarantee Company 179 Proceedings of Directors. 67. The directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit and deter- mine the quorum necessary for the transaction of business, questions arising at any meeting shall be decided by a majority of votes ; in case of an equality of votes the chairman shall have a second or casting vote ; a director may at any time summon a meeting of directors. 68. The directors may elect a chairman of their meetmgs and deter- mine the period for which he is to hold office but if no such chairman ia elected or if at any meeting the chairman is not present at the time appointed for holding such meeting the directors shall choose some one of their number to be chairman of such meeting. 69. The directors may delegate any of their powers to committees, consisting of such member or members of their body as they think fit ; any committee so formed shall, in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors. Subject to any such regulations and to the provisions of these presents ii committee may elect a chairman and otherwise regulate their meetings if no such chairman is elected or if he is not present at the time appointed for holding any meeting the members present shall choose one of their number to be chairman at such meeting. 70. A committee may meet and adjourn as they think proper. Ques- tions arising at any meeting shall be determined by a majority of votes of the membei's present ; and in case of an equality of votes the chairman shall have a second or casting vote. 71. All acts done by any meeting of the directors or of a committee of directors or by any person acthig as a director or as a managing director or as a manager shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid or that they or any of them were disqualified be as valid as if every such person had been duly appointed and was quahfied to be a director or a managing director or a manager. 72. A resolution in ^vriting signed by all the directors shall have the same effect as a resolution passed at a meeting of directors. 73. The directors shall have power to appoint one or more of their number to be managing director or manager for such term and upon such conditions as they see fit and they may delegate to such managing director or manager such of their powers as they in their absolute discretion shall think fit. 74. Any such managing director or manager shall receive for hia services such remuneration whether by way of salary or commission or participation in profits or partly in one way and partly in another as the directors may think fit. A managing director or manager shall not bo liable to retire by rotation or taken into account in determining the nnmber of directors to retire by rotation while he continues to be a managing director or manager, but if in any other way ho ceases to be a director his office of managing director or manager shall ipso facto be vacated. 75. The directors may employ any one or more of their number to do any special business for the Company and may remunerate any person 180 The Memorandum and Articles of Association so employed and such remuneration may be either in addition to or in substitution for the remuneration to which any such director is entitled as director. Minutes. 76. The directors shall cause minutes of all resolutions and proceedings of meetings of the Company and of the directors and of every committee of the ducctors to be duly entered in books to be from time to time pro- vided for the purpose and such minutes shall be signed by the chairman of the meeting at which such resolution was passed or proceeding had or by the chairman of the next succeeding meeting. The minutes of every meeting of the directors or of a committee of the directors shall in addition state what directors were present at such meeting and at every such meeting each director present shall sign his name in a book to be kept for the purpose. Seal. 77. Every document bearing the common seal of the Company must be signed by at least two directors of the Company and countersigned by the secretary of the Company or some person duly authorized in that behalf by the directors. Accounts. 78. The directors shall cause true accounts to be kept of the sums of moneys received and expended by the Company and the matter in respect of which such receipts and expenditure take place and of the assets and liabihties of the Company. 79. The books of account shall be kept at the registered office of the company and shall be open to the inspection of any director but except with the sanction of the directors no other person shall be entitled to inspect any book or document or account of the Company unless he is authorized so to do by statute or by these articles or by a resolution of the Company in general meeting. 80. Once at least in every year the directors shall lay before the Com- pany in general meeting a statement of the income and expenditure for the past year made up to a date not more than six months before such meeting. 81. The statement so made shall show arranged under the most con- venient heads the amount of gross income distinguishing the several sources from which it has been derived and the amount of gross expenditure distinguishing the expenses of establishment salaries and other like matters ; every item of expenditure fairly chargeable against the year's income shall be brought into account so that a just balance of profit and loss may be laid before the meeting and in cases where any item of expenditure which may in fairness be distributed over several years has been incurred in any one year the whole amount of such item shall be stated with the addition of the reasons why only a portion of such expenditure is charged against the income of the year. 82. A balance-sheet shall be made out in every year and laid before the Company in general meeting made up to a date not more than six months before such meeting. The balance-sheet shall be accompanied by a report of the directors as to the state of the Company's affairs. i^'oRM o¥ Articles for a Guarantee Company 181 83. A printed copy of every such balance-sheet and report and state- ment of income and expenditure shall seven days previously to the meeting be served on every member in manner in which notices are hereinafter directed to be served. AUBITOES. 84. The Company shall at each ordinary meethig appoint an auditor or auditors to hold office until the next ordinary meeting. 85. A director or officer of the Company shall not be capable of being appointed an auditor of the Company. 86. A retiring auditor shall be re-ehgible but no other person shall be capable of being appointed auditor at an ordinary meeting unless notice of an intention to nominate that person to the office of auditor has been given by a member to the Company not less than fourteen days before the ordinary meeting and the Company shall send a copy of any such notice to the retiring auditor and shall give notice thereof to the membei's in any mode in which notices are by these presents authorized to be given not less than seven days before the ordinary meeting provided always that if after a notice of the intention to nominate an auditor has been so given an ordinary meeting is called for a date fourteen days or less after that notice has been given the notice though not given in the time required by his provision shall be deemed to have been properly given for the pur- poses thereof and the notice to be sent or given by the Company may instead of being sent or given within the time required by this provision be sent or given at the same time as the notice of the ordinary meeting. 87. The first auditors of the Company may be appointed by the directors before the first ordinary meeting and if so appointed shall hold office until the first ordinary meeting unless previously removed by a resolution of the members in general meeting in which case the shareholders at such meeting may appoint auditors to hold office until the first ordinary meeting. 88. The directors may fill any casual vacancy in the office of auditor but while any such vacancy continues the surviving or continuing auditor or auditors if any may act. 89. The remuneration of the auditors of the Company shall be fixed by the Company in general meeting except that the remuneration of any auditors appointed before the first ordinary meeting or to fill any casual vacancy may be fixed by the directors. 90. Every auditor of the company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the directors and officers of the Company sucli information and explanations as may be necessary for the performance of his duties as auditor. 91. The auditors shall make a report to the members on the accounts examined by them and on every balance-sheet laid before the Company in general meeting during their tenure of office and in every such report shall state whether or not they have obtained all the information and explanations they have required and whether in their opinion the balance- sheet referred to in the report is properly drawn up so as to exhibit a true and correct view of the state of the Company's affairs according to the 182 The Memorandum and Articles of Association best of their information and the explanations given to them and as shown by the books of the comjiany. 92. The balance-sheet (signed by two directors or one director as above-mentioned) shall have the auditors' report attached to it or there shall be inserted at the foot of the balance-sheet a reference to the report and the report shall be read before the Company in general meeting and shall be open to inspection by any member who shall be entitled to be furnished with a copy of the balance-sheet and auditors' report at a charge not exceeding sixpence for every hundred words. Notices. 93. Any notice may be served by the Company upon any member either personally or by sending it through the post in a prepaid letter addressed to such member at his registered address (or if he has no regis- tered address within the United Kingdom) at the place if any mthin the United Kingdom supphed by him to the Company for the giving of notices to him. 94. Any notice if served by post shall be deemed to have been served within twenty-four hours from the time when the letter containing the same was put into the post-office ; and in proving such service it shall be sufficient to prove that such letter was properly addressed and put into the post-office. The Articles of Association of a company limited by guarantee and having a share capital and of an nnlimited company having a share capital are practically the same as those of a company limited liy shares : but they must state the share capital with which the company proposes to be registered (e). ((') Companies (Consolidation) C and D in the Third Schedule to Act, 1908, s. 10 (3) ; see also Forms the Act. CHAPTER III. Promoters. The expression " promoter " is one, not infrequently found in the Companies (Consolidation) Act. It is, however, not an expression which lends itself to an exact definition. It is not a term of law but of business, usefully summing up in a single word a number of business operations familiar to the commercial world by which a company is generally brought into existence (a). The term " pro- moter " has been said to be a short and convenient way of designating those who set in motion the machinery by which the Companies Act enables an incorporated company to be created (6). In another case it was stated that " a promoter is one who under- takes to form a company with reference to a given project, and who takes the steps necessary to accomplish that purpose " (c). At the same time, it must be pointed out that a person who merely acts as servant or agent for a promoter, does not thereby himself become a promoter. To become a promoter he must act more or less on his own account. Thus a solicitor doing the legal work necessary for the promotion of a company, is not a promoter {d). Persons who are really promoters cannot by registering a sham company, and using its name instead of their own in all acts con- nected with the promotion, evade liability as promoters (e). The business of a promoter consists in preparing and registering the memorandum and articles of the proposed company, in under- writing or procuring underwriters or subscribers for any shares or debentures which it is proposed the company shall issue on its in- corporation, in preparing the prospectus, and generally in doing all preliminary work necessary for the formation of the company. In (a) Per Bowen, J., Whaley Bridge see Emma Silver Mining Go. v. Printing Co. v. Green (1879), 5 Lewis (1879), 4 C. P. D. 390. Q. B. D. 109. {d) In re Great Wheal Polgooth (6) See per Lord Blackburn, (1883), .53 L. J. (ch.) 42. Erlanger V.N ew Sombrero Phosphate (e) Re Darby, [1911] 1 K. B. 95, Co. (1878), 3 A. C. 1218, at p. 12G8. in this case tlio Jiidgo held tliat (c) Per CocKBvnN,C. J., Twyrross the company was an " ahas " for V, Grant (1877), 2 C. P. D. 469, at the persons who were alleged to be p. 511. For yet another descrip- promoters, tion of what constitutes a promoter, 184 Promoters each case the time when a person first becomes a promoter is a question of fact, as also is the question when he ceases to be one. Usually, the mere fact that a person acquires property with a more or less indefinite view of selling it to a company, is not enough to constitute him a promoter (/). A promoter is said to be in a fiduciary relation to the company when it is formed. The meaning of this will perhaps be most conveniently discussed by dividing promoters into two classes, namely : (1) promoters who are selling property to the company ; and (2) promoters who are not selling property to the company, but are simply rendering promotion services to it. Turning to the first class of promoters, they are not agents for the company in purchasing any property which it is proposed that the company shall acquire, for a company which has not yet come into existence cannot have an agent {g). Further, they are rarely trustees for the intended company (/<) ; whether, in any case, they are or are not trustees for the company will be a question of fact, but where they have bought property with the intention of reselling it to the company at a profit, the inference will be that they never intended to be trustees (i). However, by an extension of the principles which apply to trustees and cestuis qui trustent, to principals and agents, and to other relations of this sort, promoters cannot deal with a company they are promoting without most fully disclosing all facts which it is material for it to know, and in particular a vendor, who has just bought property, which he is selling to a company at an enhanced price, must clearly state not only the fact, that he is making a profit, but the exact nature of the profit he is making {Jc). Promoters wall be in no way absolved from this duty by the fact that they owe a duty to a third party {!). (/) Foss v. Harbottle (1843), 2 Grant (1879), 11 C. D. 918; Lady Hare, 461 ; Erlange.r v. New Som- Forrest (Murchison) Gold Mine, brero Phosphate Co. (1878), 3 A. C. [1901] 1 Ch. 582 ; Dunne v. English 1218. (1874), 18 Eq. 524; some distinc- (g) Natal Land, etc. Co. v. Pauline tion seems to have been drawn Colliery Syndicate, [1904] A. C. 120, between the cases where the con- and cases cited, pos^ pp. 191 and sideration is payable in cash and 192. those where it is payable wholly or {h) Glucl-stein v. Barnes, [1900] partly in shares of the company, see A. C. 240, may have been a case Brazilian Etibber Plantations and where the promoters were trustees, Estates, [1911] 1 Ch. 425, citing tho bat see Re Leeds and Hanley remarks of Lord IMacxaghten in Theatres oj Varieties, [1902] 2 Ch. Carcndish-Bentinck v. Fenn (1887), 809. 12 A.'C. G52, at p. 671. (i) Otnninm Electric Palaces v. (I) Moody v. Cox and Hatt, [191"!] Baines, [1914] 1 Ch. 332. 2 Ch. 71. [k) Emma Silver Mining Co. v. Vendor-Pkomoters 185 Promoters are not bound to provide the company they are form- ing with an independent board of directors (m), but there can be no disclosure to a company unless there has been disclosure either to an independent board of directors (n) or to the company as a whole (o). Where shares have been or are to be issued to the public, tliis dis- closure should always be made by the prospectus. In fact, from one case (p) it would appear that where a prospectus is prepared, and no shares are taken on the strength of it, omissions in the prospectus may make a matter, which every shareholder knew of, undisclosed. In this connection it may be that a person who has in a prospectus fully complied with all the requirements of the Companies (Con- solidation) Act, may yet find that his prospectus has not, having regard to his fiduciary character, made full enough disclosure to the company. It would appear that section 81 of the Act, and the repealed sections of the Companies Act, 1900, and of the Companies Act, 1907, in no way derogate from the duties of a promoter who has framed a prospectus, and indeed they expressly declare that they do not limit or diminish any liability under the general law. If a promoter fails to make disclosure of, or misstates any material fact, the company will usually be entitled to have the contract rescinded and set aside (q). This relief is equitable, and therefore it will not be necessary, as was formerly the case at law (r), to show that there is either fraud or a complete difference in substance between the thing bargained for and the thing sold. The relief, however, being equitable, the Court will consider all the facts, to see whether it is just and equitable to grant it. The mere fact of the contract having been completed and the property having been conveyed is not, even where there is no case of fraud, fatal to the case of a plaintiff seeking rescission ; but this is a material fact (6-). The real question, in these cases, is can the plaintiff restore the property he has obtained under the contract he is seeking to set (m) Lagunas Nitrate Co. v. Lagii- 559 ; the first and last of these cases nas Syndicate, [1899] 2 Ch. 392 ; mvLst be supported it is thought on Salomon v. Salomon . 125; bury V. North Staffordshire Rail. Re Darby, [1911] 1 K. B. 95. Co. (1866), 1 Eq. 593 ; and see also {i) Clititon's Claim, [1908] 2 Ch. the dicta in Madrid Bank, Ex parte 515, overruling the decision of Williams (1866), 2 Eq. 216, which 'BvCKi.^Y, 3., in English and Colonial seem inconsistent with Eley v. Produce Co., [1906] 2 Ch. 435. See Positive Government (1876), 1 Ex. also Welsh v. Johnston (1906), 8 D. 20, 88. Eraser, 453, where the question of (/>) Emtna Silver Mining Co. v. costs chargeable by solicitors who Grant (1880), 17 0. D. 122. have floated a company is dis- (q) New Sombrero v. Erlan,ger cussed. (1877), 5 C. D. 73 ; Bagnall v. (k) Table A, clause 71, and see Carlton (1877), 6 C. D. 371, 389. Engleficld Colliery Co. (1878), 8 See also Conc/w v. MwmeWa (1889), C. D. 388, where it was held that 40 C. D. 543. In Re Worthington, the directors had exercised their [1914]2K. B. 299, atp. 316, Eve, J., powers improperly. intimated that there might be cases {I) See Anglo-French Co-operative where the contract of a promoter Society, Ex parte Pelly (1882), 21 was a personal one. C. D. 492. CONTKACTS FOR SaLE 191 iufliience of the j)i'omoters, a minority suing on behalf of themselves and all others can sue (/•). A solicitor, who has acted for a person who has sold property to a company, can subsequently act for the company in proceedings against such person, unless, when acting for him, he has obtained confidential information, which ought not to be disclosed to the company (s). , Transfers to a company have in some cases been set aside either as being fraudulent and acts of bankruptcy {I), or under 13 Eliz. c. 5 {u) : and, even in the absence of fraudulent intention, a trans- action will be an act of bankruptcy, where it tends to defeat or -delay creditors, e.(j. where the bulk of the proceeds of sale is to go to specific creditors (,f). Agreements for Sale op Property. It is not at all uncommon for the promoters to enter into a con- tract before the formation of the company, with a trustee for the intended company, setting forth the terms upon which the company is to take over the property. This agreement, once the company is formed, should not be relied upon, but a fresh agreement should, when the company is formed, be entered into between the company and the vendors and all promoters (y), who are to be paid for services rendered before incorporation. If this is not done such persons may find themselves in great difficulty, when it comes to getting payment for their services, or for the property. It is impossible for the company to ratify acts done before its incorporation, for it is now well settled that no one can be agent for a company not in existence {z). In some cases no doubt, where the (»•) Mason v. Harris (1879), 11 company and the other parties to C. D. 97. the agreement : North Sydney In- (s). Rakusen v. Ellis, Munday and vestment, etc., Co. v. Hlggins, [1899] Clarke, [1912] 1 Ch. 831. A. C. 263 ; Be Johannesburg Hotel (t) Re Carl Hirth, [1899] 1 Q. B. Co., [1891] 1 Ch. 119. 612; Re Slobodinsky, [1903] 2 K. B. (z) Kelner v. Baxter (1867), L. R. 517 ; Re Ooldburg, [1912] 1 K. B. 384. 2 C. P. 174 ; Scott v. Ebury (1867), The two latter cases deal with the L. R. 2 C. P. 255 ; Melhado v. Port position of persons who have bona Allegre Rail. Co. (1874), L. R. fide contracted with the bankrupt 9 C. P. 503 ; Natal Land, etc., Co. for valuable consideration. v. Pauline Colliery, [1904] A. C. {u) Oonville's Trustee v. Patent 120. Spiller v. Paris Skating Rink Caramel Co., [1912] 1 K. B. 599. (1878), 7 C. D. 368, and the decision See also Taylor (Charles) (London) of the judge of first instance in (1916), 86 L. J. (CH.) 49, a case Mason v. Harris (1879), 11 C. D. under the Moneylenders Act, 1900. 97, so far as they decided that (x) Re David and Adiard, [1914] 2 there was any distinction between K. B. 694. law and equity on these points (y) The mere adoption of tho must be taken to be overruled by original agreement by the company Empress Engineering Co. (1881), when formed will not create any 16 C. D. 125. contractual relation between the 192 Promoters company has, witli tlic knowledge and consent of the vendors, taken possession, the Court will infer a new agreement between the com- pany and the vendors, and that possession was taken pursuant to such agreement (a). But there are many cases where the Court will decline to make such an inference. Thus it declined to do so in one case where it was clear that the company took possession under the mistaken notion that it was bound by an agreement between the vendor, and a trustee for the company before its incorporation (6), and in another case (c), where an agreement for sale had been made between the real vendor and a promoter who had subsequently entered into an agreement with the company it was held that as the company's possession could be referred to the second agreement, the Court could not infer that the company's possession depended on the agreement with the vendor, and consequently that the vendor could not sue the company. In yet another case {d) the Com-t declined to infer a fresh agreement after the incorporation of the company on the ground that the acts of possession were slight, and the company's local agent was not authorized to enter into an agree- ment. The mere fact that the company's articles state that the Company shall enter into an agreement in the terms of an agreement already entered into, does not amount to an agreement between the company and the persons, who are parties to such an agreement (e) ; such an article simply empow^ers the company to enter into such an agreement, but coupled with acts of part performance, it may be evidence of a new agreement in the terms of the agreement referred to in the articles (/). If no fresh agreement can be inferred the vendor will not get any rights against the company because it has used his property, with full knowledge of an agreement conferring certain rights on him, made between himself and the person who entered into the agreement with the company (g), unless he can make out that such rights created a charge or a trust in his favour (A). AVhere a purchaser is to collect the vendor's book debts and hand them over to the vendor, he will be a trustee for the vendor of the (a) Howard v. Patent Ivory, etc., Co. (1874), L. R. 9 C. P. 503. Co. (1888), 38 C. D. 156; Gregory (/) Cp. Touche v. Metropolitan V. Mighell (1811), 18 Ves. 328 ; Rail., etc., Co. (1871), L. R. 6 Ch. Wilson V. West Hartlepool Rail. Co. 671. (1865), 2 De G. J. & S. 475, and {fj) Bagot Pneumatic Tyre Co. Fry on Specific Performance, 5th v. Clipper Pneumatic Tyre Co., Ed., p. 301. [1902] 1 Ch. 146, citing Cox v. {b) Northumberland Avenue Co. Bishop (IS57),S Be G.U. & G. S15 ; (1883), 33 C. D. 16. Dale and Plant, Ltd. (1889), 1 Meg. (c) Bagot Pneumatic Tyre Co. v. 338, 61 L. T. 206. Clipper Pneumatic Tyre Co., [1902] (/() Werdermann v. Soci^te Gini- 1 Ch. 146. rale d' Electricity (1882), 19 C. D. (d) Natal Land, etc., Co. v. 246 ; Dansk Rekylrijfel Syndikat v. Pauline Colliery, [1904] A. C. 120. Snell, [1908] 2 Ch. 127; Barker v (e) Melhado v. Port Allegre Rail. Stickney, [1919] 1 K. B. 121. Contracts for Sale 193 money collected, and if he pays it into his own account, the vendor will have a lien on such account ; but if the purchaser proceeds to draw on such account, the vendor's lien will only extend to moneys left after such drawings, and not to moneys subsequently paid in (i). A contract not to comment on a company or its property will be illegal (k). It has been held that where the consideration for a sale was to be calculated on the "nett profits," excess profits duty had to be deducted before computing such nett profits {I). There seems to be little object in having an agreement with a trustee for an intended company except perhaps in very exceptional circumstances — the better plan being to prepare an agreement, which the company, when it is incorporated, will enter into. The Court will very rarely, if ever, grant specific performance of a contract to form a company (m). Where matters which are not mere matters of form have been left open, there will be no binding agreement and not even damages will be given {n). Not infrequently where a business is settled and it is desirable to sell it to a company for shares or debentures, but the settlement contains no power to do so, the Court will sanction the sale {])), but it will usually limit the time during which the trustees may (if the limit is not extended) hold the shares or debentures. In such case a contract will be made between the trustees and all parties who are sui juris, it will recite the material trusts and the facts in full, will, so far as necessary, provide for the distribution of the purchase money, and will be made subject to the sanction of the Court being obtained. The contract which it is proposed to enter into with the company will be set out in the schedule. The sanction of the Court will usually be obtained by originating summons. The Court has autho- rized a trustee in bankruptcy to enter into a contract for the sale of the bankrupt's business to a company formed to acquire such busi- ness, notwithstanding the fact that the trustee and the members of (i) James Roscoe {BoUon) v. the company had been agreed.- Winder, [1915] 1 Ch. 62. (p) Re New, [1901] 2 Ch. 534 ; {k) Neville v. Dominion of Canada Re Tollemache, [1903] 1 Ch. 457, News Co., [1915] 3 K B. 556. 955; Re Patrick MacFadyen (1907), {I) Ro Condrav, [1917] 1 CIi. 52 Sol. J. 134 (a bankruptcy case), 639; Patent Ca'it^r.gs Syndicate v. and see Re Wells, [1903] 1 Ch. 848 ; Ethcrington, [1919| 2 Ch. 254. West of England and South Wales (m) Stacker v. Wedderburn (1857), Dtatrict Bank v. Murch (1883), 23 3 K. & J. 393 ; see also Byrne v. C. D. 138 ; Re Crawshay (1889), •Reid, [1902] 2 Ch. 735 ; Lindlcy on 60 L. T. 357 ; and Re Morrison, .Companies, Vol. 1, 6th Ed. p. 786. [1901] 1 Ch. 707. The last cited j ()i) Waring ciy Expenses preliminary to its Incorporation. As a further part of the consideration for the premises the company shall pay the costs of all parties of and incidental to this agreement and all expenses of the promotion formation and incorporation of the company including under\vriting and brokerage commissions and I'egis- tration and other fees and shall indemnify the vendors [and all other persons] against the same {k). wueee there is to be a provision for the vendors to de Directors. The vendors shall be two of the first directors at a salary calculated at the rate of £ per annum each, and each of them shall hold such office during the term of his life and all the provisions of the existing articles of association of the company relating to directors are hereby incorporated except such of them as are expressly made inapphcable to the vendors or either of them (Z). such clause bound to indemnify (i) For other forms of conditions his vendor against the mortgage as to title see the ordinary con- debt : Waring v. Ward (1802), 7 voyancing precedent books. Vos, 332, 337 ; Dodson v. Downey, {k) See ante, p. 189, as to tho [1901] 2 Ch. 020. See also Mills v. necessity of this clause ; only parties United Counties Bank, [1912] 1 Ch. to tho agreement can sue on it; see 231. ante, p. 189. (ft) A company may bo a re- (/) There should always, in tho sponsible and respectable person case of clauses like this clause, and within tho meaning of such a clause tho next series of clauses, be, in in a lease : Willmott v. London Road addition to provision, in the articles Car Co., [1910] 2 Ch. 525. enabling them to be carried out, S.C.L. - 14 210 Promoters Managing Director (m). The said A.B. shall be the first managing director of the company and he shall hold such office for a period of years and he shall not be Uable to retire by rotation during such period, but if he ceases to be a director in any other way under the provisions of the company's articles of association he shall ipso facto cease to be managing director. The said A.B. shall in addition to his remuneration as a director receive as liis salary as managing director remuneration calculated at the rate of £ per annum and also a commission at the rate of per cent, on the net profits of the business of the company available in each year for dividend. The said A.B. shall exercise and do such powers and things as the directors of the company may from time to time direct him to do and shall conform to such regulations as the directors may from time to time make {n) and he shall honestly and difigently serve the company and devote his whole time and attention to its business. If the company shall wrongfully dismiss the said A.B. during the con- tinuance of this agreement then it shall pay him by way of hquidated damages (o) a sum of £ for each complete year of the said five years unexpired at the time of such wrongful dismissal and a proportionate amount for any fraction of a year then unexpired. an agreement. This course has two distinct advantages. Firstly, because where the agreement is to last for more than a year it satisfies the Statute of Frauds, while the articles, even when signed by the party to l^e charged, do not do so : Eli'/y V. Positive Government, etc., Co. (1876), 1 Ex. Div. 20, 88 ; Dale and Plant (1890), 61 L. T. 206, and secondly, because the articles of association are revocable and capable of alteration and it is desirable to have an agreement which cannot be altered. See as to alteration of articles in these cases, supra, p. 118. (m) A separate agi'eement is often desirable. (n) Very frequently there is a clause restraining the managmg director from carrying on business otherwise than on behalf of the company. (o) It is inadvisable to have a clause imposing a siun as liqui- dated damages for the breach of all or any of the covenants in the agreement. The com-ts sometimes look upon such a smn as a penalty and not as liquidated damages ab all. The fact that the sum is stated to be liquidated damages or a penalty, as the case may be, raises a presumption that such sum is what it is stated to be : Diestal v. Stevenson, [1906] 2 K. B. 345, but this presumption may be displaced as, e.g., in cases where the samo smn is stated to be liquidated dainages for breaches of the con- tract wliich are of varying degrees of HTiportance. Where the svun is fixed for one particular breach and is in proportion to the amount of non-performance and is not very exorbitant it will usually be looked on as liquidated damages : Clydebank Engineering, etc., Co. v. Don Jose Ramos, [1905] A. C. C, per Lord Pavey at p. 16. For other cases on the subject. Commissioner of Public Works v. Hills, [1906] A. C. 368 ; Pye v. British Auto- mobile, etc., Co., [1906] 1 K. B. 425; Willsonx.Love, [1896] 1 Q. B. 626 ; Elphinstone (Lord) v. Monk- land Iron, etc., Co. (1886), 11 A. C. 332; Wallis v. Smith (1882), 21 C. D. 243 ; Law v. Local Board of Ecdditch, [1892] 1 Q. B. 127. Alternative Clauses for Agreement 211 Clause where there is a Doubt as to whether the Contract WILL BE GOVERNED BY ENGLISH OB FOREIGN LaW. This agreement shall for all purposes be deemed an English agreement and it shall be given effect to and construed accordingly (p) [and any pro- ceedings hereunder may be served on the said A.B. notwithstanding he is not witliin the jurisdiction of the Enghsh Courts by leaving the same at the registered office of the company and posting a copy of the same to him at his usual or last known address] {q). Arbitration Clause. If any doubt or difficulty shall arise in the construction or carrying out of or otherwise in relation to this agreement the same shall be deter- mined by the arbitration of two arbitrators one to be appointed by the vendors and the other by the company and their umpire in accordance with the provisions of the Arbitration Act 1889. Clause giving either Party Power to determine Agreement in THE Event of Insufficient Shares being taken up. If at least shares in the company reckoned exclusively of any shares [underwritten or] payable wholly or partly otherwise than in cash have not been allotted before the day of next then either party may determine this agreement by notice in writing to the other and thereupon the company shall return to the vendors all documents in its possession relating to the premises and neither party shall have any claim against the other for costs or otherwise under or by virtue of this agreement (r). UNDERWRITlNa. Underwriting in connection with shares means agreeing to place (s), i.e. find subscribers for, or take so many of the shares {p) It is perfectly competent for businesa there, probably a company the parties to decide by what law could not contract itself out of this the contract is to be construed : position. A person may agree for Spurrier v. La Cloche, [1902] A. C. service on hunself here in England 446; Hamlyn v. Talislcer Bis- even when he is out of the jiu-is- tillery, [1894] A. C. 202; South diction! Montgomery v. Liebcnthal, African Breweries v. King, [1900] [1S9S] 1 Q. B. 487; but he cannot 1 Oh. 273 ; British South Africa Co. empower any one to servo him out v. De Beers Consolidated Mines, of the jurisdiction: British Wagon [1910] 1 Ch. 354, [1910] 2 Ch. 502; Co. v. Gray, [1896] 1 Q. B. 35. reversed on other grounds, [1912] (r) Having regard to tho pro- A. C. 52. visions as to minimum subscription (7) Tho company can be served and restricting a comi^any's right under s. 116 of the Companies (Con- to comnncnco business contained in solidation) Act, 1908 : Watkina v. the Companies (Consolidation) Act, Scottish Imperial Insurance Co. 1908, ss. 85 and 87, this clause will (1889), 23 Q. B. D. 285, decides that very rarely be required now. a company registered in Scotland («) See Gorrisscn's Case (1873), 8 or Ireland cannot bo served in Ch. 507. England even when it carries on 212 Pkomoters specified in tlie undervtriting letter, as are not before a certain date or event otlierwise subscribed for. In return for tbis agreement the underwriter receives a certain sum, or more usually, a commission calculated on tbe total number of shares underwritten (t). An overriding commission is a commission paid to a broker or other person for finding persons to underwrite shares. The payment of such a commission would appear to be allowed by the Act {u). Before the Companies Act, 1900, came into force, there was some doubt whether a limited company could make such payments — it was settled law that it could not issue shares at a discount — and it was doubtful whether it was not ultra vires for a company to apply its capital in paying for the issue of its own shares {x). Then came section 8 of the Act of 1900, which differed from the existing section in that it only applied on an ofier of shares to the public for subscription (y). This section was amended by section 8 of the Act of 1907, which altered the law into its present shape. It is now lawful for a company to pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, ,for any shares in the company, or pro- curing or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the company, if the payment of the commission is authorized by the articles, and the commission paid or agreed to be paid does not exceed the amount or rate so authorised, and if the amount or rate per cent, of the commission paid or agreed to be paid is — (a) In the case of shares offered to the public for subscription, disclosed in the prospectus ; or {h) In the case of shares not offered to the public for subscription, disclosed in the statement in lieu of prospectus, or in a statement in the prescribed (2) form signed in like manner as a statement in lieu of prospectus and filed with the {t) Licensed Victuallers^ Mutual New Afrikander Gold Mining Co., Trading Association (1889), 42 [1903] 1 Ch. 295. A contract to C. D. 1. subscribe for shares is performed or (m) See Companies (Consolidation) at all events satisfied and discharged Act, 1908, SB. 81 (1) (h) and 89 (3). by prociiring an allotment to persons {x) See per Lord Davey in Hilder approved by the directors : London V. Dexter, [1902] A. C. 474, at p. and Colonial Finance Corporation 478 ; Lydney and Wigpool Iron Ore (1898), 77 L. T. 146. Co.v. Bird (188G), 33 C. D. 85, 95; (2) This would apply to private and Faure Electric Accumulator Co. companies, as the section applies (188G), 40C. D. 141. to them: Dominion of Canada (y) For the moaning of thcso General Trading and Investment Co. words, see the judgment of Far- v. Brigstocke, ,[1911] 2 K. B. G48. WELL, J., in Burrows v. Matdbele Prescribed means prescribed by Gold Reefs and Estates Co., [1901] the Board of Trade, see Companies 2 Ch. 23, at p. 27, and on the old (Consolidation) Act, 1908, s. 285 ; section generally, see Booth v. for form, see jiost, p. 2 IS. Underwriting 213 Registrar of Joint Stock Companies, and where a circular or notice, not being a prospectus, inviting subscription for the shares is issued, also disclosed in that circular or notice. Except in the cases above mentioned, no company may apply any of its shares or capital money either directly or indirectly in payment of any commission, discount, or allowance, to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares of the company, or pro- curing* or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the company, whether the shares or money be so applied by being added to the purchase money of any property acquired by the company or to the contract price of any work to be executed for the company, or the money be paid out of the nominal purchase money or contract price, or otherwise (a). The statement to be filed where shares are not offered to the public for subscription, must be filed before or at substantially the same time as the underwriting contract (6). A vendor to, or promoter of, or any other person who receives money or shares from a company has, and is deemed always to have had, power to apply any part of the money or shares so received in payment of any commission the payment of which if made directly by the company would have been legal under the section (a). Apart from this provision payments by a promoter for underwriting services will be good, where the purchase price is not in fact increased by such payments (c). Whether any particular payment does or does not amount to a payment within the section, where there is a sale to an intermediary, and then a resale by him at a profit to the company, would seem in all cases to be a question depending on the facts of the particular case {d). Where the articles provide for payment of commission at a certain rate, that will usually have to be calculated on all the shares underwritten (e). Such an article will not apparently authorize the payment of a lump sum, even where such sum amounts to less than the rate authorized (/). An agreement between a vendor and a promoter, by which the latter is to form a company to acquire property belonging to the vendor, and is to be paid a commission by the company for placing (o) Companies (Consolidation) (e) Licensed Victuallers^ Mutual Act, 1908, s. 89. Trading Association (1889), 42 (6) Andreae v. Zinc Mines of C. D. 1. Great Britain, [1918] 2 K. B. 454. (/) Booth v. New Afrikander Gold (c) Chapman v. Great Central Mining Co., [1903] 1 Ch. 295 ; soo Freehold Mines (1905), 22 T. L. R also Barrow v. ParingaMines,[ld09] 90. 2 Ch. 658. Article 7, pp. 123 and (d) Booth V. New Afrikander Gold 124, supra, will allow cither form of Mining Co., [1903] 1 Ch. 295. payment. 214 Peomoters its shares, will be enforceable by the vendor, even if the company when formed has no power to pay the commission, unless it is shown that the vendor at the time of his agreement, intended that the underwriting provisions of the Act should be contravened {g). The section does not authorize the sale of shares at a discount, and it has been held that a company which could pay a commission of 90 per cent., could not make an issue of IO5. shares, on the terms that each person who took shares was to be entitled to receive a bonus or payment of 7s. for each share taken (h). The reason of the decision was that the scheme was a colourable attempt to bring what was really an issue of shares at a discount within the section. It is very difficult, however, to see why the transaction was not protected by the section, seeing that it was within the express words of the section. It was recogiiized in this case that the section protects trans- actions which cannot be described either as placing or underwriting shares {h). An agreement on a reconstruction under which under\\Titers are to take shares not applied for by members of the old company, and are to receive a commission for so doing, is protected by the section, and it is no objection to such a scheme that such shares will be credited as paid up to the same extent as they would have been in the hands of the members of the old company, even though such amount works out to a larger amount per share than the company can pay in mider\\'riting commissions {i). An agreement by which a person is, in consideration of taking shares, entitled to an option to take further shares at a price not less than par was good before the Act of 1900 (k) and is not affected by the section (/). Such an agreement will not prevent a company going into liquidation, or entering into a reconstruction scheme before the option is exercised, and if the person who has the option exercises it he will only be entitled to have the shares in the form they are in at the date when he does so, and with the rights they then confer (m). (g) Ee Worthington, [1914] 2 (1898), 77 L. T. .377 ; cp., however, K. B. 299. the remarks of Rigby, L.J., in (h) Keaiinge v. Paringa Consoli- Shaw v. Holland, [1900] 2 Ch. 305, dated Mines (1902), 18 T. L. R. at pp. 310, 311. 266. (/) Hilder v. Dexter, [1902] A. C. (i) Barrow v. Paringa Mines, 474 ; it is thought that this case [1909] 2 Ch. 658; a point was also clearly overrules Burrows v. attempted to be made of the fact Matabcle Gold Beefs and Estates Co., that the underwriters had to make [1901] 2 Ch. 23, though Lord a payment to the liquidator of the Brampton said they were " ma- old company in respect of each terially distinguishable." share taken up. (?/i) Hirsch v. Burns (1898), 77 {k) South African Trust and L. T. 377 ; cp. Baphaefs Claim, Finance (1896), 74 L. T. 769, [1916] 2 Ch. 309, at p. 320. affirmed sub nom. Hirsch v. Burns Underwriting 215 In tlic case of ShoHo v. Cohvill (n) a person agreed to find persons who would take up the unissued shares of a company at a premium of £1 per share, he receiving in return a commission of lO-s. per share, which was ultimately payable in shares. Warrington, J., held the transaction to be bad, because there was no offer of shares to the public. A commission cannot, even where there is a power to remune- rate directors for special services, be paid to a director for placing shares, where the board has information showing that such payments are not necessary, and the director is not bound to take up any shares (o). Sums agreed to be paid in contravention of the underwriting provisions cannot be recovered (p) ; but where the company was to pay a commission if a certain sum of money was provided, and the original idea was that such money should be secured by debentures, but ultimately shares were issued instead, the company was held not to be entitled to recover so much of the commission as it had paid, though the underwriter could not recover the balance because the transaction contravened the underwriting provisions {q). The section further provides that nothing therein contained is to affect the power of the company to pay such brokerage as was previously lawful (r). Brokerage has been said to be a commission to stock- brokers, bankers and the like, who exhibit prospectuses and send them to their customers, and by whose mediation such customers are induced to subscribe ; it may, it was added, possibly cover other cases, but it was held not to cover the case of a lady, who was in no sense a broker, but who, as a result of an accidental visit to the company's office, obtained subscriptions for its shares {q). It was settled before the Act that a company could pay a reasonable brokerage to a person for placing its shares for it (s). It may be here stated that as a company cannot purchase its own shares, any brokerage paid to a broker on such a purchase will (n) (1909), 101 L. T. 598. The the payinents there made were not articles only allowed payment of bond fide payments. In Mar- commission on an offer of shares zettis's Case (1880), 28 W. R. 541, to the public. the brokerage and commission were (o) Ural Caspian Corporation improper because they were made (1913), Tmes Newspaper, 31st July. with a view to i-igging the market. (p) Shorto V. Colwill (1909), 101 In Ex parte Chatteris (1880), 49 L. T. 598; Andreae v. Zinc Mines of L. J. (CH.) 253, the brokerage was Great Britain, [191S] 2 K. B. 4:54:. improper because the transaction (q) Andreae V. Zinc Mines of Great was not bond fide and was made to Britain, [1918] 2 K. B. 454. a person in a fiduciary position, (r) Companies (Consolidation) without full disclosure ; see also Act, 1908, s. 89 (3). West of England Paper Mills Go. v. (s) Metropolitan Coal Consumers' Gilbert (1892), 61 L. J. (cH.) 92; Association v. Scrimgeour, [1895] Imperial Mercantile Credit Associa- 2 Q. B. 004, which explains Fatire tion v. Chapman (1871), 19 W. R. Electric Accumulator Co. (1888), 379. 40 C. D. 14], on the ground that 216 Pkomotees be an illegal payment, and the broker can not only not recover moneys actually expended in the purchase, but it would seem that if he has been paid he can be required to recoup the moneys paid (t). Underwriting contracts, like other contracts, require not only an offer and acceptance, but also that the acceptance shall be notified to the person making the offer {u) ; but there may, no doubt, be cases where from the conduct of the parties, it will be presumed that notice of acceptance was inferred or waived by the person making the offer (x), and it would seem to be sufficient if the underwriting contract has been acted on, and shares have been allotted under its provisions, before the offer is withdrawn (y). In one case a person after offering to under\vT:ite shares, by a private letter made such pffer conditional on its being accepted before a certain date ; he was never notified of its acceptance, but was held to be estopped from denying that he was a shareholder, as the company without knowing of the letter had put him on its list of shareholders (z), and, of course, a person after " shares have been allotted to him can by acting as a shareholder, prevent himself from setting up any defence there may have been on his contract (a). Underwriting contracts usually contemplate an application by the underwriter for any shares he may have to take (b), and he usually irrevocably authorizes the person with whom he contracts to apply for the shares in his name, or sends an application form which he agrees shall be irrevocable, in such cases the authority being coupled with an interest is irrevocable (c) ; but where the agree- ment is to take or find persons to take shares when called upon, and in default the company is authorized to apply in the name of the underwriter for shares, there the company cannot allot the shares, until it has called upon the underwriter to apply for them {d). It would (0 See Zuluetas Claim (1870), 5 121. Ch. 444, and cp. London, Hamburg (b) Licensed Victuallers^ Mutual and Continental Exchange Bank v. Trading Association (1889), 42 Henry (1869), 7 Eq. 334. C. D. 1. {u) Ex parte Stark, [1897] 1 Ch. (c) CarmicJiaeVs Case, [1896] 2 575; Gutta Percha Co. (1899), 15 Ch. 643. Where a sub-underwriter T. L. R. 183. has entered into such a contract (x) See Bultfonlein Sun Diamond with his underwriter, the latter wiU Mines (1897), 75 L. T. 669. have an irrevocable authority to (y) Ex -parte Stark, [1897] 1 Ch. apply for the shares in the sub- 575; ZfmdZe.v'sCase, [1896] 2 Ch. 121. underwriter's name: Olympic Fire, (2) Ex parte Harrison (1894), 69 etc., Co. (1920), W. N. 122. L. T. 204, but this case has been so (rf) Ormerod's Case, [1S94] 2 Ch. explained away in Ex parte Stark, 474 ; Brussels Palace of Varieties v. [1897] 1 Ch. 575, as to make it of Procter (1894), 10 T. L. R. 72; very little authority. Bultfontein Sun Diamond Mines {a) Hindlci/s Case, [1896] 2 Ch. (1807), 75 L. T. GG9. Underwriting 217 seein that where some of the underwriters make an application to have some of the shares underwritten by them allotted to them firm — i.e. unconditionally — this will relievo the other under- writers [e) . Underwriting contracts are usually based on a prospectus, or more commonly on a draft prospectus — in the latter case the con- tract usually provides that the underwriter is to remain liable notwithstanding variations between the draft and the final pro- spectus. Under such a clause an underwriter will not remain liable where the character of the company is quite changed by the final prospectus (/). A statement in a prospectus as to the underwriter's contract will, if referred to in the contract with the sub-underwriter, give him notice of what damage will ensue if default is made {g). Neither a contract to take shares, if called on {g), nor a contract to place shares {h) is of such a personal nature that the personal representatives of a deceased underwriter will be excused from performance. The section only applies to the underwriting of shares, and not of debentures, as there was never any legal objection to the under- writing of debentures ; but sums paid for underwriting of shares or debentures, or allowed by way of discount in respect of debentures, or so much thereof as has not been written of?, must be stated in every balance sheet of the company, until the whole amount has been written ofi {i). (e) Sydney Harbour Collieries v. {i) Companies (Consolidation) Earl Grey (1898), 14 T. L. R. 373, Act, 1908, s. 90, it will be remem- and see Paul Boycr, Ltd. v. Ed- bored that the expression debenture wardes (1901), 18 T. L. R. 3. includes debenture stock, ibid., s. (/) Warner International and 285: and see as to what must be Overseas Engineering Co. v. Kilburn stated in the prospectus, ibid., s. Brown db Co. (IdM), 84: L. J. (K.B.) 81 and post, p. 253, under pro- 365. spectus, and in a statement in lieu (j7) Warner Engineering Co. v. of a prospectus, ibid., s. 82, and the Brennan (1913), 30 T. L. R. 191. form in the second schedule to the {h) Re Worthington, [1914] 2 Act, post, p. 262. K. B. 299. 218 Promoters form to be filed with the registrar of joint stock companies by a coimpany which is not offering shares to the public for subscription on paying an unt)erwriting comsnssion on shares {k). Certificate No. Form No. 58. A 5s. Companies Registration fee Stamp must be im- pressed here. O The Companies (Consolidation) Act, 1908. Statement by a Company of tlie amount or rate paid or agreed to be paid by way of commission in respect of shares. (Pursuant to Section 89.) Presented for filing by Statement by a Company pursuant to section 89 of the Companies (ConsoUdation) Act 1908, of the amount or rate paid, or agreed to be paid, by way of Commission in respect of Shares. Name of Company Limited. Ai-tiele of Association authorizing Com- ) jr^ mission S Particuhirs of amount paid or payable \ as Commission for subscribing, or Paid £ agreeing to subscribe, or procuring or ) agreeing to procure, subscriptions for j Paj'able any Shares in the Company ; or / Rate of such Commission Rate per cent. Date of Circular or Notice, if any (not -x being a prospectus) inviting subscrip- I T)ofp tions for the shares and disclosing the i amount or rate of the Commission. ^ Signatures of the Directors or >. of their agents authorized in I writing. | Date. / FORM OF UNT)ERWRITING AGREEMENT (Z). An Agreement made the day of 19 Between a Companj^ registered under the Companies Acts 1908 to 1917 and having its registered office at (herein- after called the Company) of the one part and the several persons whose (A-) Form prescribed by order of and Table B, in the first schedule the Board of Trade of 29th jMarch, to the Act. 1909. A 55. registration fee stamp (?) A 6d. stamp if not under must be impressed. See Companies seal, otherwise a 10s. stamp. (ConsoUdation) Act, 1908, s. 244, Form of Underwriting Agreement 219 names descriptions and addresses are set out in the first column of tlie schedule hereto (hereinafter called the underwriters) of the other part. Whereby it is agreed between the parties hereto as follows — 1. Subject as hereinafter provided each of the underwriters hereby agrees to subscribe upon the terms of the prospectus hereinafter referred to for the number of shares of £ each in the Company set opposite his name in the fourth column of the schedule hereto. 2. Any shares in the company (other than shares which shall be allotted as fully or partly paid up otherwise than in cash and shares wliich shall bo allotted under tliis agreement) which the company shall be entitled to and shall allot on or before the day of next shall be taken as being in relief of the liability of the underwriters hereunder and such Uability shall accordingly be extinguished or reduced as the case may be and in the event of such liability being reduced then each of the underwriters shall as far as possible share in the benefit of such reduction rateably in the proportion which the shares set opposite liis name in the fourth column of the schedule hereto bear to the total number of shares hereby under- written. 3. As soon as the company has ascertained the number of shares which any one of the underwriters is liable to subscribe for hereunder it shall apply for and accept an allotment of such shares in the name and on behalf of such underwriter and each of the underwriters hereby authorizes the company to make such allotment and irrevocably appoints the company his attorney in his name and on his behalf to make such api^Ucation and accept such allotment. Where any shares have been allotted under this clause the company shall forthwith notify the underwriter to whom they have been allotted of such allotment but the omission to give any such notice shall not invalidate any allotment. 4. Each of the underwriters has before the execution of this agreement paid to the company a sum equal to the sum payable on application on the shares set opposite his name in the fourth column of the schedule hereto. In the event of an allotment being made to any one of the under- writers hereunder the sum so paid by him shall in the first instance be applied in or towards the payment of the moneys payable on appUcation and allotment on the shares so allotted to such underwriter and the balance if any of such sum shall be repaid to Iiim. In the case of no allotment being made to any of the underwriters hereunder the sum so paid by him shall be repaid to him. 5. In consideration of the premises the company shall as soon as may be after the said day of next pay to each under- writer a commission at the rate of 5 per cent, on the nominal value of the shares set opposite liis name in the fourth column of the schedule hereto. 6. If any underwriter shall put forward a responsible nominee or re- sponsible nominees to subscribe for all or any of the shares wliich such underwriter is liable to subscribe for under this agreement then if such nominee or nominees shall apply for and pay the sum payable on appli- cation in respect of the shares for which he is or they respectively are so nominated the company shall out of the shares which such under- writer is liable to subscribe for hereunder allot to such nominee or nominees the shares so applied for or if such underwriter is not liable under this 220 Pkomoters agreement to subscribe for that number of shares then all the shares for which Buch underwriter is so liable to subscribe and so that any such deficiency shall be borne so far as possible by such nominees rateably according to the number of shares they have respectively applied for. On any such nominee accepting any such allotment as aforesaid the underwriter who has nominated liim shall to the extent of the allotment so accepted be released from his liability hereunder. 7. Any notice to be served by the company on any underwriter may be served either personally or by prepaid letter addressed to him at the address set opposite his name in the schedule hereto and every such notice shall be deemed to have been served within twenty-four hours after the letter containing the same was put into the post office and in proving such service it shall be sufficient to prove that such letter was properly addressed and put into the post office. 8. It is a condition precedent to this agreement that at least copies of a prospectus wliich has been approved by the parties and a copy of which has for the purpose of identification been signed by shall be issued to members of the public before the day of next. The Schedule uereinbefore referred to. Names. Addresses. Descriptions. No. of Shares. In witness etc. SUB-UNDERWRITING LETTER {m). (Address) Esq. (one of the underv^Titers) 19 To Dear Sir, I have read the prospectus of the Company Limited referred to in an underwriting agreement dated 19 and made between the said company of the one part and certain persons of whom you were one whose names were mentioned in the schedule to such agreement of the other part and I have also read the said agreement and paid you the sum of £ being the amount pa3-able on appli- cation on the shares of the said company, which I am or may be liable to take under this letter. In consideration of your agreeing to- pay to me the (ot) a Cci!. stamp. Loans on Security of Shares 221 sum of £ out of the commission payable to you under the said agree- ment I agree to take and I hereby irrevocably appoint you my attorney in my name and on my behalf to apply for and to accept an allotment of one-third (or the number nearest thereto) of the number of shares (if any) which you may eventually be liable to subscribe for under such agreement. It is a term of tliis agreement that the sum of £ so paid by me to you is to be applied in or towards the payment of all moneys payable on application and allotment in respect of such shares as are allotted to me under this agreement the balance of such sum to be repaid to me. All notices in relation to this matter may be sent to me at the above address. Signed (the sub-underwriter). I accept the terms contained in the above letter. Signed (the underwriter). Agreements for Loans on the Security op Shares or Debentures op a Company. Very commonly there is in these cases a simple deposit of the shares and debentures, with a verbal agreement that they are to be treated as security for the money advanced. Where no time is fixed for payment of the mortgage debt it is payable on demand (n), and apparently the mortgagee can sell at any time after the mortgage money is payable if it is payable at a fixed time (o), or if there is no time fixed, after reasonable notice. It would seem that such notice need not state that the mortgagee intends to sell on default, it will be sufficient that it requires payment of the purchase money {n), nor will such a sale be invalidated by the fact that the mortgagee has without fraudulent intent previously sold part of the property comprised in the security under the mistaken belief that he was the owner, or has sold all the property comprised in the security to a nominee for himself under the mistaken belief that he had power to do so {p). It would seem that foreclosure can be obtained in cases where shares or debentures have been deposited {q), at all events, where the shares or debentures deposited are not transferable by mere (n) Deverges v. Sandeman, Clark (188G), 17 Q. B. D. 690, and Be cfc Co., [1902] 1 Ch. 579, Vaughan- Morritl (1887), 18 ^Q. B. D. 222, Williams, L.J. (who dissented both cases of pledges. See also from the majority of the Court of Stuhhs v. Slater, [1910] 1 Ch. ().'?2. Appeal on the question of notice), (o) Tucker v. Wilson (1714), 1 took the view that whore the mort- P. Wms. 2G1 ; 5 Bro. P. C. 19;5. gago was by dood, and the provisions {p) Henderson v. Astwood, [1894] of the Conveyancing Act, 1881, as A. C. 150. to salo consequently applied, they {q) llarrold v. Plenty, [1901] 2 would not derogate from the power Ch. 314 ; General Credit Co. v. of salo established by the previous Olcgg (1883), 22 C. D. 549. The law. The case was decided on tho identical stock, shares or debentures authority of Ex parte Hubbard mortgaged must bo returned oa 222 Promoters delivery, as is the case with share warrants or bearer bonds. In the latter case it has been said that the deposit of the bonds amounts to a pledge and not to a mortgage (r), and that consequently only a special property and not the property in the shares or debentures is given, with the result that sale and not foreclosure is the depositor's remedy (s). If the contract in such case is one of pledge, as it has been treated in several cases (t), this is no doubt the law ; but it seems extremely difficult to consider the contract to be difierent to that entered into in the case of a deposit of the certificates of shares or of debentures, which pass by transfer, both being dealings with choses in action, but the latter requiring to be completed by a transfer, while the former does not (w). The Courts (Emergency Powers) Act, 1914, did not affect a sale by a mortgagee in possession {x), and this applied whether the property subject to the mortgage was real or personal («/) ; further, under that Act it was not necessary to obtain leave to institute fore- closure proceedings (2), but orders for foreclosure absolute had to be made by the judge in person («). The Courts (Emergency Powers) (No. 2) Act, 1916, requires that leave shall be obtained before institution of foreclosure proceedings, and also on an application for an order absolute (6). Further, the Act requires a mortgagee in possession of property other than land, or some interest in land, to obtain leave before exercising his power of sale (c), and extends the provisions of the earlier Act relating to foreclosure to proceedings for foreclosure or for sale in lieu of foreclosure {(I). With certain redemption, and there is no Stock (z) Farnol, Fades, Irvine ct Co., Exchange custom to the contrary: [191.5] 1 Ch. 22 ; Behagg V. Palmer, Langlon v. Waite (1868), 6 Eq. 16.5. [1914] W. X. 416. (r) Ca/icrv. Tfa/je (1877), 4 CD. (a) Behagg v. Palmer, [1914] G05 ; Gilligan v. National Bank^ W. N. 416. [1902] 2 Ir. 513. (h) Courts (Emergency Powers) (s)'Carterv.WaJce{18n},4:C.D. (No. 2) Act, 1916, s. 1 (1) (b) ; 605 ; Fraser v. Byas (1895), 13 Reversionary Interest Society v. Reports, 452. Univin, [1917] 87 L. J. (ch.) 235. {t) ?iee Donald V. Suckling {ISG6), This does not affect proceedingg L. R. 1 Q. B. 585 ; Haliday v. instituted before the passing of the Holgate (1868), L. R. 3 Ex. 299. Act : Re Anderson (1916), 32T.L.R. (u) In Deverges v. Sandeman, 715 ; see Jobson's Application, Clark ds Co., .[1901] 1 Ch. 70, Chapman's Mortgage (1918), 87 Farweli., J., says at p. 74 that L. J. (ch.) 251, as to the principles movaljle chattels capable of manual which will guide the Court in giving delivery as opposed to choses in or refusing leave to proceed, action are the proper subjects of a (c) Courts (Emergency Powers) pledge. (No. 2) Act, 1916, s. 1 (1) (c). {x) Courts (Emergency Powers) Debentures charged on land confer Act, 1914, s. 1 (1) (6). an interest inland: Driver V. Broad, (y) Ziman v. Komata Reefs Gold [1893] 1 Q. B. 539 ; Re Dawson, Mining Co., [1915] 2 K. B. 163 ; [1915] 1 Ch. 626. Foster v. Barnard, [1916] 2 A. C. (d) Ibid., s. 1 (1) (6) ; and see 154. Hosack v. Robins, [1917] 1 Ch. 332. Loans on Security of Shares 22S exceptions in favour of members of His Majesty's Forces (e) these provisions do not apply to debts due and payable under contracts made after the 4th of August, 1914. (/), and they only apply until determined by Order in Council or until twelve months after the war (g) . The question of how far a blank transfer may be filled in after execution is dealt with later (h), as is also the question of notices to the company (^). An action will lie by a mortgagor against the mortgagee, in whose name the mortgaged shares are registered, for not informing him of an offer of new shares in right of the mortgaged shares {k), and the Court has granted a mandatory injunction to enforce a collateral agreement by which the registered holder of shares agreed to vote as directed by his mortgagee (l). Specific performance of an agreement to lend money on shares will not be given {m), and it is thought that an agreement, even when it is made with the company, for the deposit of debentures to secure a debt, is not an agreement to take up and pay for debentures within the meaning of section 105 of the Act, and consequently that it cannot be enforced by an order for specific performance (m) ; it follows that it will usually be desirable, in transactions of this nature, to advance the money and deposit the shares, etc., in the first instance, and then to vary the agreement in the text by reciting that this has been done, and providing for the terms of the loan, and the powers of the parties as is done by such agreement. Transactions of this sort are also not within section 103 of the Act, and a condition which renders the security irredeemable or prevents the mortgagor from dealing with the property as freely after he has paid his debt, as he could before he contracted it, would therefore still offend against the rule which prohibits the clogging of the equity of redemption and be void (w). (e) See Courts (Emergency (m) See South African Territories Powers) (Amendment) Act, 191G, v. Wallington, [1898] A, C. 309. s. 1; Courts (Emergency Powers) {n) Bradleyw. Carritt,\\QQ'i']A.C. Act, 1917, a. 8. 253, where a clause, in an agree- (/) Courts (Emergency Powers) ment for a loan on the security of Act, 1914, 3. 1 (1). shares, that the mortgagor would ((j) Ibid., s. 2, as amended by always thereafter use his best en- War Emergency Laws (Continuance) deavoiurs to seciu-e that the mort- Act, 1920. gagee (a tea broker) should have (7() Post, pp. 340 et eeq. the sale of the company's tea, was (i) Post, pp. 229 ct scq. ; pp. 343 held to be bad after the mortgagor et seq. had j)aid his debt : Jarrah Timber {k) Wadddl v. Hutton, [1911] Co. v. Samuel, [1904] A. C. 323, S. C. 575. where an agreement that the mort- (l) Puddcjjhait v. Leith, [1910] gagor should have the option of 1 Ch. 200. In the absence of an purchasing the debcntiu-es which agreement as to voting a mort- formed his security was held to bo gagee, who is on the register, can bad ; London and Globe Finance Cor- "vote as ho pleases: Siemens Bros, db jmration v. Montgomery (1902), 18 (Jo. v. Burns, [1918] 2 Ch. 324. T. L. R. GGl, would seem a very 224 Promoters The question of tlie reissue of debentures wliicli have been deposited under such an agreement is dealt with by section 104 of the Act, and discussed under the heading of debentures. That section certainly applies to the sort of transaction now under discussion (o). AGREEMENT FOR LOAN ON SECURITY OF SHARES AND DEBENTURES (j)). This Agreement made the day of 19 Between A.B. (hereinafter called the borrower) of the one part and CD. (hereinafter called the lender) of the other part. 1. The borrower shall forthwith hand to the lender (1) his certificate for the 1000 shares of £1 each numbered to in the capital of the Company Limited (hereinafter called the company) and now registered in the name of the borrower (2) the 10 debentures numbered to which are now regis- tered in the name of the borrower and form part of an issue made by the company of 100 debentures each for securing £100 and interest as therein mentioned and (3) duly executed blank transfers of the said shares and debentures. 2. On the said certificate debentures and transfers being handed to the lender he shall advance to the borrower a sum of £1000 and shall hold the said shares and debentures as security for such advance. 3. The said sum of £1000 shall be repayable on the day of 19 and the borrower shall pay interest thereon in the meantime and till repa3Tnent at the rate of 6 per cent, per annum. Such interest to be payable by quarterly pajTuents on the day of the day of the day of and the day of in each year — and the first of such payments to be made on the day of next. 4. If the borrower shall fail to repay the said sum of £1000 and all interest then due under these presents when the same becomes repayable then the lender may at any time thereafter give the borrower one week's notice that he the lender intends to sell such shares and debentures or any of them and at the expiration of such notice the vendor may at any time before the said sum of £1000 and all interest then due thereon have been paid proceed to sell the shares ^^^ debentures referred to in the notice or any of them, 5. Any money arising from a sale under the last preceding clause hereof shall be held by the lender in trust to be apphed by him first in payment of all costs charges and expenses incurred by him in relation to the sale or otherwise in relation to this agreement or the charge hereby created. Secondly in payment of all interest due under these presents doubtful authority since these two (p) This agreement will be under cases. See also the other cases on seal where the transfers are required clogging the equity of redemption, to be by deed. It will bear a mort- infra, pp. 533 and 555. gage stamp. See infra, p. 571. (o) See post, pp. 552 et seq^ Form of Pooling Agreement 225 and tlurdly in repayment of the principal .sum liereby secured and the balance if any shall be paid to the borrower. 6. On any such sale as aforesaid the purchaser shall not be bound or concerned into the application of the purchase money or to inquire into the regularity of the sale but the remedy of any one injured by a sale wrongfully made in purported exercise of such power of sale shall be in damages against the person exercising the power only. 7. On any such sale the lender may fill in the transfer or transfers of the shares — debentures sold with the name of tlie purchaser or any person named by him and may present all transfers requisite for carrying out any such sale for registration — and the lender may also at any time after the said day of 19 fill in the transfers of the said shares and debentures or either of them with his own name or any other name he may tliink fit and present the same for registration, and the borrower hereby ii'revocably appoints the lender his attorney in his name or on his behalf for the purpose of executing any transfers that the lender may consider requisite for carrying out this agreement. 8. Any dividends or interest received by the lender after the said shares or debentures are registered in his name shall be appUed in the same manner as moneys arising from a sale under the provisions hereinbefore contained and the lender may exercise any vote which may be conferred on him by such shares or debentures being registered in his name in such manner as he may think fit and shall not be responsible for any exercise of or for not exercising the same. 9. Any notice to be given to the boiTower hereunder may be given by lpa\ing the same at or by sending the same through the post to lum at his above-mentioned address — ^and any such notice if sent by post shall be deemed to be duly given at the expiration of twenty-four hours from the time when a letter containing the same was put into the post box. 10. If the borrower shall on or before the said day of repay the said sum of £1000 and all interest and other moneys hereby secured then the lender shall hand back to him the said certificate and debentures and transfers — and shall execute and do but at the expense of the bori'ower all documents and tilings wliich may be requisite for effectually vesting the said shares and debentures in the borrower or as he shall direct. In Witness, etc. FORM OF POOLING AGREEMENT (g). An Agreement made the day of 19 . Between the several persons whose names are set out in the first column of the schedule hereto of the one j)art and A.B. of in the county of and CD. of in the county of (who and the survivor of them and the executors and administrators of such survivor are where the context admits hereinafter called the- trustees) of the other part. Whereas the several persona whose names arc set out in the first column of the schedule hereto have {q} Tlio agreement must bo under 340. It will require a Gd. stamp if seal wlioro the transfers are re- not under seal, otherwise a lOs. quired to be by deed, see post, p. stamp. S.C.L. 15 226 Promoters respectively handed to the trustees the certificates for the shares in the Company Limited, the particulars of which are set opposite their respective names in the tliird and fourth columns of such schedule And Whekeas each of such persons has also handed to the trustees blank transfers for the shares comprised in such certificates Now it is Hereby Agreed BETWEEN THE PARTIES HERETO — 1. The Trustees shall sell such of the shares specified in the Schedule hereto at such price or prices not being less in any case than 25s. per share as they shall in their discretion tliink fit. 2. Except as hereinafter provided no such sale shall be made after the day of 19 and on any such sale the trustees may fill in the transfers deposited with them with the numbers of the shares to be transferred and with the names of the purchasers or of such other persons as the purchasers shall direct and do all tilings that may be requisite for obtaining the registration of such transfers. 3. No person whose name is mentioned in the schedule hereto shall before the said day of 19 sell any share he may now or at any time previous to the said day hold in the said company. 4. All moneys received by the trustees arising from any sale under these presents shall be applied by them in the pajTnent of all costs and expenses incurred by them in connection with such sales or otherwise under these presents and the balance if any shall be divided amongst the persons whose names are set out in the first column of the schedule hereto in proportion to the number of shares set opposite their respective names in the tliird column of such schedule. 5. Any of the shares set out in the schedule hereto which shall not be sold by the said day of 19 shall be distri- buted and allotted among the several persons mentioned in such schedule as nearly as possible in proportion to the number of shares set opposite their respective names in the third column of such schedule — and each of such persons shall accept such of such shares as the trustees may pur- suant to this clause allot to him — ^provided always that the trustees may at any time after the said day of 19 sell any of the shares set out in the schedule hereto which are then unsold and which by reason of the ratio which the total number of such shares which are then unsold bears to the total number of shares set out in the schedule hereto, cannot in the opinion of the trustees be conveniently distributed hereunder and the trustees may also after the said da}' of sell any shares wliich it may be necessary to sell to provide for any costs or expenses incuiTed by them in connection with any sale hereunder or otherwise under these presents and which they are unable to pay out of any moneys then in their hands. 6. Any sale under the last preceding clause may be made at such price as the tnistees in their discretion shall think fit and on any distribution or sale under such clause they may fill in the transfers deposited with them in such manner and do such tilings as may be requisite for carrying such distribution or sale into effect including anj-thing that may be requisite or obtaining the registration of any transfer. 7 All moneys received by any person named in the first column of the Bcheduie hereto by way of dividend or otherwise in respect of any shares Form of Pooling Agreement 227 set opposite Iiis name in the tliird column of such schedule prior to the ultimate distribution of shares under these presents shall be paid to the trustees and subject to the rights of any purchaser of shares shall be applied by the trustees in the same manner as if they were moneys arising from a sale under these presents. 8. The trustees shall as soon as conveniently may be after the said day of 19 render to each of the persons named in the schedule hereto a true account of all deahngs and trans- actions hereunder and such account shall show the sum of money and the number of shares to which each of such persons is entitled hereunder and they may send to each such person such account together with a cheque for the amount of cash he is entitled to, by a letter sent through the post addressed to him at the address set opposite his name in the second column of the schedule hereto. 9. Each of the persons named in the first column of the schedule hereto hereby irrevocably appoints the trustees liis attorneys in his name or on his behalf to execute and do all transfers documents and things which may be necessary for any of the purposes aforesaid. The First Schedule hereinbefore referred to. Name of Member. Address. Number of Shares. Distinctive Num- ber of Shares. In Witness, etc. CHAPTER IV. The Contract of Membership and Matters Relating thereto. Every company must keep in one or more books a register of its members and enter therein the following particulars : — (1) The names and addresses and the occupations if any of the members, and, in the case of a company having a share capital, a statement of the shares held by each member distinguishing each share by its number, and of the amount paid or agreed to be con- sidered as paid on the shares of each member. (2) The date at which each person was entered in the register as a member. (3) The date at which any person ceased to be a member (a). Where a share or stock warrant is issued the company must strike out of its register the name of the member then entered therein as holding the shares or stock specified in such warrant as if he had ceased to be a member, and must enter in the register : (1) the fact of the issue of the share or stock warrant ; (2) a statement of the stock or shares included in each warrant distinguishing each share by its number ; (3) the date of the issue of the warrant. Until the warrant is surrendered the above particulars are to be deemed to be the particulars required by the Act to be entered in the register of members. On surrender of a share warrant the date of surrender must be entered as if it were the date at which a person ceased to be a member (6). Where any shares have been converted into stock the register must show the amount of stock held by each member in lieu of the amount of shares and the particulars relating to shares (c). No notice of any trust, express, implied or constructive, may be (a) Companio.s (Consolidation) pany who knowingly and wilfully Act, 1908, s. 25. Non-compliance authorizes or permits the default with this section will render the will be liable to the same penalty, company liable to a penalty of £5 (6) Companies (Consolidation) for every day during which the Act, s. 37 (5) anil (()). default continues ; and every di- (c) Jbid,, s, 43* rector and manager of the com' 230 The Contract of Membership entered on tlie register or receivable by tlie Registrar in the case of companies registered in England or Ireland {d). It follows that if a person gives notice to the company that he claims an equitable interest in the shares registered in the name of another person, the company is not bound to take notice of such trust, and may not enter notice of it in its register, and the company will not be liable for allowing the registered holder to deal with his shares without regard to such equitable interest unless at the time of registering a transfer, the directors registering the same actually know that the transfer is a wrongful one (e), but the section does not allow a com- pany to advance money to a shareholder after notice of the interest of another person, and then by virtue of the doctrine of tacking or otherwise, to claim priority over such other interest (/). In a word, the section, while it excludes the rule in Dearie v. Hall (g), does not touch the rule in HopJcinson v. Roll (A), and though notice will not affect a company in its duty of keeping a register, it wall affect it in its character as a trader. A form of article has been framed with the view of excluding this latter rule, but it would seem quite in- effectual (i). It would, however, seem probable that if a company has a lien for calls which have not actually been made, such lien will prevail over advances made after the issue of the shares, but before a call has been made, as in such case the liability would exist before the advances were made (k). Executors or trustees, who can claim to be registered, may insist that their names shall be entered on the register without any notice (tZ) Companies (Consolidation) directors knew the certificate was Act, 1908, s. 27. with a friend of the transferor, (e) This seems to be the law, see but had a declaration, although per Lord Selborne in Societe one of them knew otherwise, that Generale v. Walker (1886), 11 A. C. such friend had no charge on it. 20 : Siynpson v. Molson's Bank, The company had to refund moneys [1895] A. C. 270, the dicta of Joyce, it received as the result of the J., in Peat v. Clayton, [1906] 1 Ch. transfer. 659, seem inconsistent with these (g) (1828), 3 Russell, 1. cases, but they were not necessary (h) (1861), 9 H. L. C. 514. for the decision of the case. An (i) Mackereth v. Wigan Coal and entry in the books of a company Iron Co., [1916] 2 Ch. 293 ; Rearden that shares were transferred to a v. Provincial Bank, [1896] 1 It. 532. person in trust only gives notice of See also Binney v. Ince Hall Coal the trust referred to: London and and Cannel Co. (1866), 35L. J. (ch.) Canadian Loan and Agency Co. v. 363. Duggan, [1893] A. C. 506, a Canadian (k) See the remarks in New Lon- case where there was apparently don and Brazilian Bank v. Brockle- nothing to prevent an entry as to bank (1882), 21 C. D. 302, and in trusts. Borland's Trustee v. Steel Brothers, if) Bradford Bank v. Briggs [1901] 1 Ch. 279; it is not clear (1887), 12 A. C. 29; Bainjord v. whether in the former case the Keith, [1905] 2 Ch. 147, where the company had uotice of the trust at Eegister of Members 231 of the character in which they hold {I). A company cannot, having regard to this section, claim rights — e.g. a lien — against a cestui que trust, where his trustee is registered (m). The register of members commencing from the date of the registration of the company must be kept at the registered office of the company, and, except when closed under the provisions of the Act, must during business hours, subject to such reasonable restrictions as the company in general meeting may impose, so that not less than two hours in each day be allowed for inspection, be open to the inspection of any member gratis, and to the inspection of any other person on payment of one shilling, or such less fee as the company may provide for each inspection (n). Joint stock banking companies are bound to show their list of shareholders to any registered shareholder during business hours from ten to four (o). Every assurance company which is subject to the provisions of Assurance Companies Act, 1909, and is not registered under the Companies Act, and has not incor- porated imder its deed of settlement section 10 of the Companies Clauses Consolidation Act, 184:5, must keep a " shareholders' address book " in accordance with the provisions of that section, and must, on the application of any shareholder or policy holder of the company, furnish to him a copy of such book on payment of a sum not exceeding 6d. for every 100 words required to be copied {p). Any member or other person may require a copy of the register or of any part thereof or of the list and summary required by the Act or any part thereof on payment of sixpence or such less sum as the company may prescribe for every himdred words or fractional part thereof required to be copied (q). Under this section a the time it made the advance — if (n) Companies (ConsoUdation) it had the decision would nob seem Act, 1908, s. 30 (1). These pro- to be law, although the dicta above- visions do not apply to a company in mentioned probably are ; see also liquidation : Kent Coalfields Syndi Ex parte Stewart (1864), 4 De G. J. cate, [1898] 1 Q. B. 754. See s. 9 & S. 543, as to notice. The decision of the Stannaries Act, 1869, as to in Miles v. New Zealand Alford the cost book, containing amongst Estate Co. (1886), 32 C. D. 266, other things a list of shareholders, would seem clearly not law as to be kept by companies regulated it was decided on the strength by that Act. of Bradford Bank v. Briggs (1886), (o) Banking Companies (Shares) 31 C. D. 19, which was subse- Act, 1867, s. 2. quently reversed (1887), 12 A. C. (p) Assurance Companies Act, 29. 1909, s. 10, and see ibid.,s. 33 (1) (a) (1) W. Key c& Son, [1902] 1 Ch. and(6),si^j5ra,p. 23,forcertainassu^- 467 ; T. H. Saunders ds Co., [1908] ance companies which are excepted 1 Ch. 415, which also decided that and ibid., s. 23, supra, p. 29, as to it is for executors or trustees to penalties for non-compliance, decide in what order their names (q) Companies (Consolidation) shall appear on the register. Act, 1908, s. 30 (2) having regard (m) Re Perkins {l8d()),2i<4.B.T>. to this sub-section the right of 613, inspection given by the previous 232 The Contract of Membership shareliolder or other person may see the whole register (r),aud if the company refuses to give him inspection, the Court will order it to do so, even though the motive in seeking inspection is hostile to the company (s). With regard to companies registered in England or Ireland, any Judge of the High Court sitting in chambers or the Judge of the Court exercising the Stannaries jurisdiction in the case of companies subject to that jurisdiction may by order compel an immediate inspection of the register {t). A company may, on giving notice by advertisement in some newspaper circulating in the district in which the registered office of the company is situate, close the register of members for any time not exceeding in the whole thirty days in each year {u). Loose sheets tacked together and intended to be the regular register until a regular book is obtained, will apparently constitute a register if they contain the necessary particulars, and the entry of a name on them will be entry on the register ; but if the sheets are not intended to be a formal register at all, but merely a statement of facts to be transcribed into a formal register when one is obtained, they will not be a register (x). The mere fact that a book does not call itself a register will not prevent its being a register, if it contains the matters a register ought to contain or the bulk of them (y), nor will a book which omits to number the shares which each member holds, cease to be a register because of such omission (2) if the shares are in fact numbered (a). The register of members is prima facie evidence of any matter directed or authorized to be entered therein (&). It has been said that a book which would be a register for other purposes may yet not be complete enough to be treated as a register under these sub-section does not carry with it lands Railway (1888), 38 C. D. 92 ; the right to take copies : Balaghat Davies v. Gas Light and Coke Co., Gold Mining Co., [1901] 2 K. B. [1909] 1 Ch. 708. 665 ; overruling Boord v. African {t) Companies (Consolidation) Trading, etc., Co., [1898] 1 Ch. 596. Act, 1908, s. 30 (3). For form of The penalty for refusing to give summons, see post, p. 240. inspection or a copy is £2 for each (m) Ibid., s. 31. refusal and a fm-ther £2 for each (.c) Ex parte Cammcll, [1894] day during which the refusal 2 Ch. 392. continues. The company and every (y) Underbank Mills Cotton, etc., director or manager who knowingly Co. (1886), 31 C. D. 226 ; Wcikcr- authorizes or permits such refusal sheim's Case (1873), 8 Ch. 831. will be liable: ibid., sub-s. (3). As (2) East Gloucestershire Railway to proceedings for copies to be v. i?art/io?OTOew(lS68), L. R. 3 Ex. 15. suppUed, post, p. 240. (a) Irish Peat Co. v. Phillips (r) Holland v. Dickson (1888), ;i7 (1801), 1 B. & S. 598. C. D. 609. (6) Companies (Consojidatipq) (,•?) M^mpr v. Eastern and Mid- Act, 1908, s. 33. Colonial Kegister 233 provisions (c). It would seem that a company's register must be kept in England, Scotland, or Ireland, according to the place where the company's registered office is, and it cannot be kept abroad under any circumstances ((Z), though there is obviously no objection to a duplicate register being kept abroad ; but a company having a share capital may, if its objects comprise the transaction of business in a colony and if authorized by its articles, keep in any colony where it transacts business a branch register of members resident in that colony (e), and under the Foreign Jurisdiction Act, 1913 (/), his Majesty may by Order in Council extend the provisions as to colonial registers to foreign countries in which for the time being his Majesty has jurisdiction. A company keeping such a colonial register must give the Registrar of Joint Stock Companies notice of the situation of the office where such register is kept and of any change in its situation and of the discontinuance of the office if it be discontinued. A colonial register is to be deemed to be part of the company's register of members (g). It is to be kept in the same way as the com- pany's ordinary or principal register of members {h) ; a copy of every entry made in it must be transmitted to the registered office of the company as soon as possible after such entry is made, and the com- pany must keep at such registered office a duplicate of its colonial register which is to be duly entered up from time to time, and to be deemed to be part of its principal register. The shares registered in a colonial register must be distinguished from the other shares of the company, and no transactions with respect to any shares registered in a colonial register may, while so registered, be entered in any other register (except, of course, the duplicate to be kept). A company may, subject to these jjrovisions, make such a provision in its articles, as it sees fit, with regard to its colonial register, and it may discontinue its colonial register at any time. On discontinuing a colonial register a company must forthwith transfer all entries therein to its main register ((/) . Transfers in a (c) Wolverhampton Ncao Water- seem clearly wrong on this point. works v. Hawksford {I860), 7 C. B. (e) Companies (Consolidation) (n. s.) 795 ; Bain v. Whitehaven Act, 1908, s. 34. Colony includes Furness Railway (1850), 3 H. L. C. for this purpose British India and 1. A case decided under the the Commonwealth of Australia. Companies Clauses Act (Scotland), (/) Section 1. By an Order in 1845, which requires the seal of the Council of 28th November, 1914, company to be affixed to the register. these provisions were made applie Under the Act of 1862 and the able to the East Africa, Nyasaland, present Act a register is evidence Southern Rhodesia, Swaziland, without being sealed: Cornwall Wei-hai-wci and Zanzibar Pro- Mining Co. v. Bennett (18G0), 5 t(>ctorates. H. & N. 423. {(j) Companies (Consolidation) (d) But see ,S'aH,tZ»' Case (1875), 32 Act, 1908, 8. 35. I,, 'r. 299; a case whjoh woul(4 (//) /?»V/., s, 35, sub.s, 3, Aclvei'' 234 The Contract of Membership colonial register will be deemed to be transfers of property situated out of the United Kingdom, and will be free from British stamp duty unless executed in any part in tlie United Kingdom, and, on tlie death of a member registered in such a register, his shares will, if he died domiciled in the United Kingdom, but not other- wise, for the purpose of British duties be deemed to be part of his estate and effects situate in the United Kingdom for or in respect of which probate or letters of administration is or are to be granted, or of which an inventory is to be exhibited and recorded, in the same manner as if he were registered in the prin- cipal register (i). To return to the company's main register : the Court may order the rectification of such register on the application of the person aggrieved, or any member of the company or the company if (a) the name of any person (k) is without sufficient cau.se entered or omitted from such register ; or (b) if default is made or imnecessary delay takes place in entering in the register the fact of any person having ceased to be a member. On such an application the Court may order rectification and payment by the company of damage sustained by the person aggrieved {I) or it may refuse the application. The expression "damage" is used in a popular, and not in a strictly legal, sense, and so the Court can order repayment of moneys paid on tisements as to closing such a be subject to death duties in respect register must be inserted in a of his share of the Queensland newspaper circulating where it is property of the company — the com- kept. Applications for rectifying pany is required to give notioe of it may be made to any competent the death of a member, to make a Court in the colony, and such return of his holding, and to pay Court will have the same jm-is- the duty. Penalties are imposed diction of rectifying the register as for non-compliance, is under the Act exerciseable by (k) Apparently a partnersliip the High Coinrt. Offences by refusing firm is not \\itliin this section, as or authorizing or permitting the it is not a person : Vagliano Anthra- refusal of copies or inspection of cite Collieries (1910), 79 L. J. (CH.) the colonial register may be prose- 769 ; but cp. Dunster's Case, [1894] cuted in any Court in the colony 3 Ch. 473; Weikersheim's Case, having smnmary crhninal jmisdic- [1873] 8 Ch. 831. tion: ibid. (I) It would seem that the (i) Companies (Consolidation) Court has only jurisdiction to Act, 1908, s. 36, and see New York award damages under the section, Breioeriesv. Attorney-General, [1899] where an order for rectification is A. C. 62, as the hability of a company made : Ottos Kopje Diamond Klines, which transfers shares of a foreigner [1893] 1 Ch. 618; and see Skinner into the names of representatives v. City of London Marine Insurance who have not proved here. Under Corporation (1885), 14 Q. B. D. 882, the Queensland Succession and Pro- as to the quantum of damages, bate Duties Amendment Act, 1918, where a company has wrongfully shares of a member of a compans% refused to register, havmg property in Queensland, will i Rectification of Register 235 shares with interest (m). This section comes into force as soon as there is a person aggrieved (n). On an application under the section the Court may decide any question relating to the title of any party to the application to have his name entered in or omitted from the register, whether the question arises between members or alleged members or between members or alleged members on the one hand and the company on the other hand ; and generally may decide any question necessary or ex- pedient to be decided for rectification of the register (o). The earlier part of this section first appeared in the Companies Act, 1856 — and it was pointed out (p) that the section could only be intended to deal with simple cases between a company and its members, and that in other cases a bill in equity was still necessary — as a result section 9 of the Companies Act, 1857, which is substantially re-enacted by this section and the corresponding section {q) of the Act of 1862 was enacted, and a wide construction was given to the section as so amended in Re Swan (r). However, even after the passing of the Act of 1862, such high authorities as Lord Cairns (s) and Sir George Jessel {t) took the view that the section gave the Court no jurisdic- tion in cases where the relief sought was in the nature of specific performance. Turner, L.J., and other judges, however, took a diSerent view, and held that the Court had jurisdiction in all cases, but that as the section provides that the Court " may," and not that the Court " shall," order rectification, the Court could decline to try on such an application cases which could not conveniently be dealt with on a summary application — e.g. cases dealing with complicated questions of fact — and this latter view would seem to be the one that has prevailed {u). (m) Ex parte Sandys (1889), 42 mond Co. (1888), 59 L. T. 579 ; C. D. 98, per Stirling, J., at p. Ex parte Shaw (1877), 2 Q. B. D. 108; Karberg's Case, [1892] 3 463 ; Sussex Brick Co., [IQOi] I Ch. Ch. 1. 598. See, however, the remarks of (n) Indo-China Steam Navigation, the Scotch Court m Sleigh v. Glas- [1917] 2 Ch. 100. In this case gow and Transvaal Options (1904), the company applied, as neither 6 Fra. 420 ; Gowans v. Dundee claimant to the shares was willing Steam Navigation Co. (1904), 6 Fra. to do so. 013 ; relief was refused in Ex parte (o) Companies (Consolidation) Ward (1868), L. R. 3 Ex. 180, but Act, 1908, s. 32. For form of notice this was an exceptional case. In of motion and of order, post, pp. Askew's Case (1874), 9 Ch. 664, 240 et aeq. the Court declined to give relief ip) British Sugar Refining Co. under the section as there were (1857), 3 K. & J. 408. charges of fraud which could more (q) S. 35. conveniently be tried in an action, (r) (1859), 7 C. B. N. S. 400. and as the applicant, being a fully (s) Ward and Henry's Cases {\mi), paid shareholder, would not be 2 Ch. 431. damaged ])y the dchiy an action (<) Ex parte Sargent (1874), 17 would entail. Sec also Greater Eq. 273. Britain Insurance Corporation (w) Kimherley North Block Via- (1920), 149 L. T. Jo. 339. 236 The Contract of Membership The Court will, on sucli an application, rectify the register in respect of shares which have been forfeited {x) if a case for rectification is made out, and it will also in such a case grant rectification in spite of the fact that the directors of the company are willing to rectify without an order (y), for an applicant is entitled to be protected against possible claims in a liquidation or otherwise. On such an application the Court will in a proper case order that the register be rectified by striking out the name of a person who has been induced to take shares by misrepresentations in a prospectus (2) and it Avill also decide questions between vendor and purchaser and mortgagee and mortgagor (a). Where the Court thinks that the matter is not one to be decided in a summary way, it will refuse the application, but without prejudice to an action being brought (b). It was held under section 35 of the Companies Act, 1862, which expressly empowered the Court to direct the Company to pay the costs, that on such an application the Court could only order the company or the applicant to pay costs, and could not order any other person who has been served to pay them (c), and that if the company had in a dispute between the applicant and a third party, who turned out to be wrong, sided with such third party, the company would be ordered to pay the costs {(1), but if it had remained neutral such an order would not be made (e). This provision as to costs is not re- enacted by section 32 of the Companies (Consolidation) Act, 1908. It is thought that this omission, coupled with section 5 of the Judica- ture Act, 1890, and Order 65, r. 1, R. S. C, enables the Court to direct any party to pay the costs of the motion. The cases under the old {x) Ex parte Los (18G5), 34 An order directing a third party to L. J. (cH.) 609 ; but see Wright's pay costs was made in Tees Bottle Case (1872), 7 Ch. 55. Co. (1876), 33 L. T, 834; it is stated iy) Higgs'' Case (1865), 2 H. & ^I. that this case was aOirnied on 657 ; Martin's Case (1865), 2 H. & appeal (see per Hall, V.C, Ortigosa M. 669. V. Brown Janson (1878), 38 L. T. (2) Webster's Case (1866), 2 Eq. 145, 147). The only trace of such 741 ; Stewart's Case (1866), 1 Ch. appeal which has been found after 574. See also Askew's Case (1874), a search in all the current reports, y Ch. 664. is in 20 Sol. J. 584, where the respon- (o) Ex parte Sargent (1874), 17 dent was ordered to give security Eq. 273 ; Tees Bottle Co. (1876), 33 for the costs of an appeal, as he L. T. 834 ; Kimberley North Block had refused to pay the costs below. Diamond Co. (1888), 59 L. T. 579. It would seem probable from this (b) Simpson's Case (1870), 9 Eq. and the fact that there is apparently 91 ; Ex parte Parker (1867), 2 Ch. no further report that the appeal 685. was not decided on the merits. (c) Ex parte Sargent (1874), 17 {d) Ex parte Sargent (1874), 17 Eq. 273 ; Kimberley North Block Eq. 273. Diamond Co. (1888), 58 L. T. 305 (e) Kimberley North Block Dia- (the point was not taken before the mond Co. (1888), 58 I^, T, 305 ; 59 Court of Appeal (1 888), 59 L, T. 579). J^, T. 379. i HficTmcATioN OF Register 237 section were referred to in Keith Prowse dt Co (y),but that case only appears to decide that as a director was improperly added he could not be ordered to pay the costs ; on the other hand costs were given against a director added at his own request {g), and against one of the respondents where the application was made by the company {h). In any case this rule did not apply to the costs of an appeal, and parties other than the company and the applicant may be ordered to pay these {i), and it does not apply where the company is in winding-up (h). These applications may be made when the company is in winding- up, and orders may be made nunc pro tunc so as to take efiect from the time when registration should have been made (1). The question of what will amount to undue delay, within the meaning of the section, would seem to be a question depending on the facts in each case, but it has been discussed in a variety of cases (m). If the Court makes an order for the rectification of the register of a company which is required by the Act to send a list of its members to the registrar of joint stock companies — i.e. a company having a share capital — it must when making the order direct notice of the rectification to be given to the Registrar {n). If the Court makes an order rectifying the register, the name of the person, whose name is to be struck off, should be run through with a pen in the register, and a statement should be ajjpended as follows : " By an order of the High Court, dated, etc., this name was erased " (o). The application may be made by motion in the High Court or by application to a Judge of such Court sitting in chambers in the case of companies registered in England and Ireland, or by application to the Judge of the Court exercising the Stannaries jurisdiction in (/) [1918] 1 Ch. 487. Eq. 77. (g) Copal Varnish Co., [1917] 2 (m) Shepherd's Case (1867), 2 Ch, Ch. 349. 16 ; Nation's Case (1867), 3 Eq. 77 ; (A) Indo-China Steam Navigation, Head's and White's Cases (1867), [1917] 2 Ch. 100. 3 Eq. 84; Shipman's Case (1868), {i) Ex parte Shaw (1877), 2 5 Eq. 219; Walker's Case (1868), Q. B. D. 463. 6 Eq. 30; Fyfe's Case (1869), 4 (k) Ex parte Kintrea (1870), 5 Ch. 768; Hill's Case (1869), 4 Ch. Ch. 95. Notice of the appHcation 769 n. ; Lowe's Case (1870), 9 Eq. must be served on the liquidator, 589. where the application is made («) Companies (Consolidation) before a winding-up order, but Act, 1908, s. 32 (4). after the petition is presented: (o) Iron Shipbuilding Co. (1865), Ex parte Trenchard (1871), 19 34: B. 507 ; In Ex parte Webb (1863), VV. R. 96. 8 L. T. N. S. 478, whore it was not (/) Sussex Brick Co., [1904] 1 certain that the apphcant was the Ch. 598 ; Breckenridge's Case (1865), person on the register, his name was 2 H. & M. 642 ; Reese River Silver struck off the Hst of coutributories^ Mining Co. v. Smith (1869), L. R. but the register was not altered. 4 H. L. 64 ; Nation's Case (1867), 3 238 The Contract of Membership the case of companies subject to that jurisdiction {p) and by summary petition to the Court of Session in the case of companies registered in Scotland, or in such other manner as such Courts may respectively direct (q). The usual practice is to make these applications, when the company is a going concern, by motion in the Chancery Division ; but the application is, where the company is in winding-up, made by summons. Where the company is in compulsory liquidation or is being wound up subject to the supervision of the Court, the leave of the Court to commence or continue the proceedings is necessary (r), and it has been said that applications even where the company is in winding-up should be made in the name of the company (s). Except where the company is in winding-up, these applications should not be assigned to the winding-up Judge (t). Applications under the section are usually heard on affidavit evidence {x). In one case, where a company wished to strike ofi a large number of names, Buckley, J., made the order ex parte to save expense, but directed the order to lie in the office for three weeks and notice to be given to each person whose name was struck off, and he further directed that such persons should \^^thin such time be at liberty to make applications to vary his order (y). Where, owing to quarrels in the company, there was no director or other person to rectify the register, Kekewich, J., declined to make an immediate order empowering the applicants to rectify the register themselves, but he directed that the company should within four days after service of the order on them rectify the register (2), and he intimated that failing compliance with this order, he would allow the applicants to rectify the register themselves under 0. 42, r. 30, K. S. C. Further, any judgment or order against a corporation wilfully disobeyed may by leave of the Court or a Judge be enforced by (p) The High Cotirt has also the Writ, etc., Department of the jui'isdiction in the case of these Central Office for assignment to a companies : PenJiale and Lomax judge by ballot imder O. 52, r. 9 (c), Consolidated Silver Lead Mining Co. R. S. C, and they must be served (1867), 2 Ch. 398. in the same way as a writ, and {q) Companies (Consolidation) except where special leave is given, Act, 1908, s. 32 (2). two clear days' notice must be (r) Onward Building Society, given. [1891] 2 Q. B. 463. {y) London Electrobus, [1906] (a) Ex parte Kintrea (1870), 5 Ch. W. N. 147. 95. This is not the usual practice. (z) L. L. Syndicate, [1901] W. N. (t) British Columbia Exploita- 164; 17 T. L. R. 711; cp. also tion Co., [1899] W. N. 32. Manihot Rubber Plantations (1919), {x) They should be entituled in 63 Sol. J. 827. the matter of the Act, and taken to Enfoecement of Orders 239 sequestration against the corporate property or by attachment against the directors or other officers thereof, or by writ of sequestration against their property (a). For the purpose of this rule an undertaking has the same effect as an order (6). A rule 7mi to show cause why a writ of attachment shall not be issued can be made against a limited company, for though a company cannot be imprisoned it can be fined (c). The word "wilfully" in this rule is intended to exclude only casual, accidental, or uninten- tional disobedience (d) . Applications for leave to issue a writ of sequestration are usually made by motion, though they may be by summons (e), and personal service of the order which is the foundation of the proceedings is necessary except where it can be shown that the respondent is evading service (/). On an applica- tion for leave to issue a writ of sequestration, solicitor and client costs will often be given, but not infrequently the writ will be ordered to lie in the office for a period (d). Leave to issue a writ of attachment against a director will not be given unless he has been personally served {g). ADVERTISEMENT OF CLOSING THE REGISTER. The A.B. Company Limited. — Notice is hereby given that [the transfer books and] register of members of the above-named company will be closed from 3rd March 1919 to 10th March 1919 both days inclusive [in order to prepare for payment on the latter date of an interim dividend of 6s. per share]. By order of the Board X.Y. February 24th 1919. Secretary. (a) O. 42, r. 31, R. S. C. ; and {d) Stancomhe v. Trowbridge Ur- see for practice as to writs of ban Council, [1910] 2 Ch. 190. sequestration, O. 43, r. G, R. S. C, (e) Selous v. Croydon Local Board and notes in Annual Practice, 1920, (1885), 53 L. T. 209. pp. 738 et seq., and pp. 754 et seq. (/) Kistler v. Tettmar, [1905] {b) MiLburn v. Newton Colliery 1 K. B. 39 ; Hyde v. Hyde (1888), (1908), 52 Sol. J. 317, not following 13 P. D. 166; Re Tuck, [1906] 1 Attorney -General v. S. Wheatley i) Howard's Case {18GG), 1 Ch. see why the apiDlicant was held to 561 ; and see post, p. 310 and pp. be a contributory for shares of a 43 1 et scq. smaller amount, the shares had {n) Richardson's Case (1875), 19 been transferred before tlie appli- Eq. 588. cant knew of the alteration and (o) Pugh and Sharman's Case before the question arose. See (1872), 13 Eq. 566; in this case the also Henry Holden's Case (1869), 8 married woman signed the applica- Eq. 444. tion without being informed or (r) Jackson v. Turquand (1869), knowing what she was signing. L. R. 4 H. L. 305 ; Barrett's Case (p) Baillie's Case, [1898] 1 Ch. (1865), 3 Do G. J. & S. 30 ; no. AddindVs Case (1866), 1 Eq. 22o. 248 , The Contract of Membership allotment, arid the letter of acceptance dated tlie 6th September, stated that £5 must be paid in respect of each share before 15th September — here the only fresh term (if any) was one giving the applicant a few extra days to pay for his shares (s). A contract was held to be void where the application was on the footing that £1 should be paid on application, and £3 on allotment, and in the letter of acceptance it was stated that an allotment would be made if the balance was paid in a few days (i). In another case where a proviso was added to the application form providing that all the shares of the company must be applied for and there was an allotment, but all the shares of the company were not applied for, it was held that there was no contract {u), and the same result followed where the application was subject to terms being arranged and to power being given to the applicants to nominate directors and no terms were arranged and no such power was given (x). (2) The second class of cases are the cases where the application was subject to a condition precedent which was originally, either by reason of having been ultra vires the company or otherwise, im- possible of performance, or which has subsequently become impossible of performance. Thus, in one case shares were applied for and the application was accepted on the footing that the applicant was to have a contract to supply goods and that his calls were to be paid by such goods, and there was held to be no contract (y). These cases must be carefully distinguished from the cases where there is an absolute agreement to take shares, coupled M^ith a collateral agreement, or a condition subsequent, which is bad. In such case the agreement to take shares will stand while the collateral agreement falls to the ground (z). So where a person had pursuant (s) Peek's Case (18G9), 4 Ch. 532. (y) Shackelford's Case (1866), 1 (t) Pentcloiv's Case (1869), 4 Ch. Ch. 567 ; see also Roger's Case 178. This case was said to be very (1868), 3 Ch. 633; Howard's Case near the Hue in Peek's Case (1869), (1866), 1 Ch. 561 ; Simpson's Case 4 Ch. 532. The correspondence (1869), 4 Ch. 184 ; Gorrissen's Case treated the allotment as conditional (1873), 8 Ch. 507, where the con- and apparently the api^licant, who tract was " to place " not " to had repudiated the contract as take " shares. soon as he received the letter of (z) Elkington's Case (1867), 2 Ch. acceptance, had not been properly 511 ; Bridger's Case (1870), 5 Ch. entered on the register. 305 ; Harrison's Case (1868), 3 Ch. [u) Tomlin's Case, [1898] 1 Ch. 633. Cp. also Woollaston's Case 104; to this class of cases belong (1859), 4 De G. & J. 437 ; Wood's also Beck's Case (1874), 9 Ch. 392 ; Case (1858), 3 De G. & J. 85 ; and Wynne's Case (1873), 8 Ch. 1002. see Coleman's Case (1863), 1 De G. (x) Canadian and Colonial Cor- J. & S. 495. In the last case the poration. Times Newspaper, Decern- matter rested in contract as tlie her 1, 1911. The underwriting name had never been entered on commissions had also been largely the register, increased in this case. Incomplete Contracts 249 to a prospectus issued by the company, purcliased shares from a third party, who was held to be an agent of the company, and the purchaser's name was on the register, he was held to be a member, and an alleged agreement with the agent, that the purchaser should not be liable for calls, was rejected. In this case there had been no winding-up and the company had given no formal notice of allotment (a). Each case of this kind must be decided on the construction of the particular agreement, and no safe guide can be given as to what will and what will not amount to a condition precedent ; but the fact that the applicant's name has been entered on the register to his knowledge and without any protest from him will be strong evidence that the case is not a con- dition precedent case (b). Where there is an agreement to take shares coupled with a con- dition subsequent, the agreement to take shares will stand, even where the condition subsequent cannot be upheld, unless the company is in due time and before a winding-up takes place required to perform its agreement or rescind (c). Among the condition precedent cases are, it would seem, the cases where a reconstruction scheme has for some reason or other failed, and the person applying has applied to the old company only, for shares to which he was entitled in respect of his holding in such old company {d). Where application has been made direct to the new company, there, even if the reconstruction scheme fails, it would seem the applicant will usually be bound (e). A shareholder will not be bound by an agreement to take fully paid shares where his name is not on the register, and the company can only issue unpaid shares (/). Where a company fails to obtain a certificate entitling it to commence business, an allotment would be wholly bad. But even where the agreement is void if the applicant's name is put on the register and he with full knowledge of all the facts does acts which are only consistent with being a shareholder in respect of such shares, he will be bound as a shareholder in respect of such (a) Forget V. Cement Products Co. (d) Dougari's Case (1873), 8 Ch. o/ CVmor/a, [1916] W. N. 259. 540, explaining Alabaster's Case (b) Elkington's Case (1807), 2 Ch. (18G9),7 Eq. 273; Stace'sand Worth's 511. Cases (1869), 4 Ch. 682. (c) Fisher's Case (1886), 31 C. D. (e) Hare's Case (1869), 4 Ch. 503 ; 120, where the appHcation was Challis^ Case (1871), 6 Ch. 266; made on the footing that the appli- and see Campbell's Case and //ip- cant was to bo credited with certain pisley's Case (1874), 9 Ch. 1; see sums, when calls were made in post, pp. 1250 and 1251. respect of his shares. The same (/) Arnot's Case (1887), 36 C. D. principles apply where rescission is 702, and Darnell's Case (1857), 1 sought as in misrepresentation Do G. & J. 372, explained in cases: see post, pp. 268 et seq. Carling's Case (1876), 1 C. D. 115. 250 The Contract of Membership shares. In such case the placing of the applicant's name on the register would seem to amount to an ofier, and the acts done with full knowledge to be an acceptance of such ofier. Mere acquiescence even for a length of time would appear not to be enough (g). But if the allottee transfers his shares (h) or attends meetings and accepts dividends (i), or on notice that shares have been allotted under a reconstruction scheme acknowledges the notice without protest {k), or it would seem acts as a director, if the shares allotted under a reconstruction scheme are necessary for his qualification {I), then, and in similar cases, the allottee will be bound. Where shares have been offered at a discount, the allottee will be taken to know the law, and in this, as well as in other cases where one of the conditions of allotment is ultra vires, although there will be no enforceable contract before registration (m), once the shares have been registered in the name of the allottee, and he has done acts only consistent with being a member, he will be taken to have agreed to take the shares, or, at any rate, he will be estopped from denying that he has so agreed (w). Where, however, stock has been issued, without having been paid for in full, the allottee will be entitled to have his name taken oft" the register even after winding-up (o), for there, there was never a contract to take shares, but only an agreement to take something which the company could not give, viz. bonus stock. The Prospectus. To obtain members other than subscribers to the memorandum, it is usual to issue a prospectus {i.e. a document inviting persons to take shares in the company, and setting forth the advantages of the company). It seems that at common law persons inviting others to take shares in a company do not incur the same duty as those making a proposal (g) Somerville's Case (1869), G Eq. 507. Ch. 2G6 ; Higgs's Case (1865), 2 (n) Ex parte Sandys (1889), 42 H. & M. 657 ; Hutchinson's Case, C. D. 98 ; Pilkin (James) & Co. [1895] 1 Ch. 226; but cp. dictum (1916), 85 L. J. (ch.) 318; and cp. of Mellish, L.J., in M'ynne's Case ArnoVs Case (1887), 36 C. D. 702 ; (1873), 8 Ch. 1002. Blyth's Case (1877), 4 C. D. 140; (7i) Crawley's Case (1869), 4 Ch. Pa^fin's and GiZZ's Cases (1877), 6 C. 322. D. 681 ; Forget v. Cement Products (i) Ex parte Sandys (1889), 42 Co. of Canada, [1916] W. N. 259. C. D. 98 ; Addlestone Linoleum Co. (o) Home and Foreign Investment (1888), 37 C. D. 191, where, how- and Agency Co., [1912] 1 Ch. 72. ever, the claim was to keep tlio The creditors had all been paid and shares and prove for damages. provided for, and any claims the (k) Challis' Case (1871), 6 Ch. stocklaolders might otherwise have 266. had to repayment of the amounts (/) Leeke's Case (1871), 6 Ch. 469. which they had actually paid were {m)Macdonald,Sonsd:Co.,[l%M] barred by the Statute of Limita- 1 Ch. 89; Barnetfs Case (1874), 18 tions. Common Law Kules as to Prospectus 251 for a policy of insurance {p), in other words, the contract is not what is called a contract involving uberrima fides {q) , and does not require full disclosure of all facts, which would be likely to influence an applicant for shares. The rule would appear to be that a prospectus must contain no mis-statement, which if it were true would substantially add to the value of the shares offered for subscription {r). Further, a prospectus may omit nothing which, if stated, would qualify anything which is stated therein (s). There are some statements {t) which point towards a fuller dis- closure being necessary, but it is believed that in all cases these statements are qualified by the context in which they are found, and that the true rule is that there must be no such suppression of facts as would amount to a suggeslio falsi — in other words, an omission which, if fraudulently made, would give rise to an action of deceit (w) — • will be required to sustain an action of rescission against the com- pany {x). If a statement is true at the time when it is put forward in a prospectus, but becomes false before shares applied for on the strength of such prospectus are allotted, the company is bound to draw the attention of applicants for shares to the change of circum- stances (?/), and it would appear that it is not enough for a company to send with the letters of allotment a statement setting forth the truth, but not referring to the previous mis-statement, and not informing the applicants that they are entitled to withdraw from {p) Per Lord Watson, Aaron'' s of Venezuela (1865), 3 De G. J. & S. Reefs V. Twiss, [1896] A. C. 273. 122 ; Heymann v. European Central {q) Ct^. Ross V. Estates Investment Railway (1869), 7 Eq. 154; Puls- Co. (1867), 3 Eq. 122 ; 3 Ch. 682 ; ford v. Richards (1853), 17 Beav. in this case the Vice-Chancellor 87. stated that statements in a pro- {t) See the well-known remarks spectus were required to be ziterrimo of Kindersley, V.C, in New fUles, and to contain a most com- Brunsivick v. Muggeridge (1860), 1 plete disclosure of facts, but he Dr. & Sm. 363, which were approved went on to say that no statement in Central Railway of Venezuela v. might be substantially untrue, thus Kisch (1867), L. R. 2 H. L. 99 ; qualifying his previous remarks. Henderson v. Lacon (1868), 5 Eq. (r) Jennings v. Broughton (1854), 249 ; and see also the judgments of 5 De G. M. & G. 126 ; Central Rail- the dissenting judges in the Irish way of Venezuela v. Kisch (1867), Court of Appeal in Aaron's Reefs v. L. R. 2 H. L. 99, 121, and in the Twiss, [1895] 2 Ir. 107. Court below sub nom. Kisch v. (u) See Peek v. Giirney (1873), Central Railway of Venezuela {I8(i 5), L. R. 6 H. L. 377; Arkwright v. 3 De G. J. & S. 122, per Lord Lynd- Newbold (1881), 17 C. D. 301. hurst; Atwood v. Small (l8'iS), (i (x) McKeown v. Boudard Co. CI. & Fin. 232, at p. 395 ; Henderson (1897), 45 W. R. 152. v. Lacon (1868), 5 Eq. 249; Ross (y) Reynell v. Sprye (1852), 1 V. Estates Investment Co. (18G7), 3 De G. M. & G. 656 ; Traill v. Baring Eq. 122 and 3 Cli. 682. (1864), 4 Do G. J. & S. 318 ; {s) Aaron's Reefs V. Twiss, [\'&^)iS'\ Scottish Petroleum Co. (1883), 23 A. C. 273 ; Kisch v. Central Railway C. D. 413. 252 The Contract of Membership tlieir contract (:). The company is bound to see that such a notice is brought to the attention of the applicants, it will not be enough to serve a notice in the way provided by the company's articles (a). A statement of opinion (6), or a statement of intention (c), is a statement of an existing fact. If any fact is wrongly stated or omitted, it will not be enough for a company to show that some document referred to in the prospectus would, if examined, have disclosed the true state of facts, and the case will not be altered where the prospectus states that such document can be inspected, and no attempt is made to inspect it (d). The Companies Act, 1867, was the first Act wliich required the prospectus to make any particular statement. The section (s. 38) is now repealed (e), but it is still important because some of the decisions on this section may throw light on the provisions of the later statutes. The provisions of the section were as follows : — " Every prospectus of a company and every notice inviting persons to subscribe for shares in any joint stock company, shall specify the dates and the names of the parties to any contract entered into by the company or the promoters, directors, or trustees thereof before the issue of such prospectus or notice, whether subject to adoption by the directors or the company or otherwise ; and any prospectus or notice not specifying the same shall be deemed fraudulent on the part of the promoters, directors, and officers of the company knowingly issuing {/) the same as regards any person taking shares in the company on the faith of such prospectus unless he shall have had notice of such contract." The section in terms included all possible contracts made by the persons named therein, it included as well contracts made with the company and other contracts, executed and executory contracts, and contracts which before the issue of the prospectus had been can- {z) Arnison v. Smith (1889), 41 (f) A person " knowingly " issued C. D. 348. the same when he had had or ought (a) London and Stajjordshire Fire to have had knowledge of the con- Co. (1883), 24 C. D. 149. tract in question ; it was no defence (h) Anfjusv.CUfford,[l%Si\]2Q\\. to say that he had forgotten the 449. very existence of the contract : (c) Edgington v. Fitzmaurice Tail v. Macleay, [1904] 2 Ch. 631 ; (1885), 29 C. D. 459. Macleay v. Tait, [1906] A. C. 24, at (rf) Aaron's Reefs v. Twiss, [1896] p. 32, or that he had not looked into A.G. 213 ; Redgrave V. Hurd (IS82}, the contracts: Watts v. Bucknall, 20 C. D. 1 ; Central Railway of Vene- [1903] 1 Ch. 766, or that he thought zuela v. Kisch (1867), L. R. 2 H. L. or had been ad\nsed that an omitted 99; Reynell v. Sprye (1852), 1 contract was immaterial : Twycross De G. M. & G. 656. v. Orant (1877), 2 C. P. D. 469; (e) Companies Act, 1900, s. 33 Shepheard v. Broome, [1904] A. C. (1). 342 Provisions of the Companies Act, 1867 253 celled. The only persons who could succeed in an action under the section were the persons, who, having taken shares, could show that they would not or at all events might not have taken their shares if the contract omitted had been disclosed {g), and this fact in itself practically limited the operation of the section to material con- tracts [h). In the result, material contracts and material contracts alone had to be disclosed {i). It became usual to insert a clause in the prospectus and applica- tion form binding applicants for shares, to waive non-compliance with the section ; but such a clause probably only covered unin- tentional and honest omissions (A). The section, unlike those in later Acts, only applied to a pro- spectus offering shares, and not to one offering debentures, for subscription {I). The section gave no right of action against the company, but only against the promoters, directors, and officers of the company knowingly issuing the prospectus (/»-). This section has been, as already stated, repealed and a prospectus must now state the matters set out in sections 80 and 81 of the Companies (Consolidation) Act, 1908 ; but, of course, this section in no way abrogates the common law duties of a company as to making mis-statements or omissions. The next statutory requirements with regard to the contents of a prospectus were contained in the Companies Act, 1900, these were somewhat modified by the Act of 1907, the provisions of which w^ere re-enacted by sections 80 and 81 of the present Act. Every prospectus (w) issued by or on behalf of a company or (g) Nash v. Calthorpe, [1905] 2 Case (1876), 1 C. D. 182 ; Craig v. Ch. 237 ; Macleay v. Tail, [1906] Phillips (1876), 3 C. D. 722. If A. C. 24 ; Shepheard v. Bray, [1906] Marshall v. Morrison, [1907] W. N. 2 Ch. 235, but see this case on 29, is right very few contracts would appeal, [1907] 2 Ch. 571; Baty v. appear to be material; what is Kesmcfr(1901),85L.T. 18; Cac^eM v. material to one man may be im- Keswick, [1902] 2 Ch. 456 ; in Mar- material to another, cp. Baty v. shall V. Morrison, [1907] W. N. 29, Keswick (1901), 85 L. T. 18 ; and it was held that no action under the Oackett v. Keswick, [1902] 2 Ch. 456. section would lie unless the apph- (k) Greenwood v. Leaihershod Co., cant could show that he would or [1900] 1 Ch. 421 ; Cackett v. Keswick, might not have taken shares if he [1902] 2 Ch. 456 ; Macleay v. Tail, had seen the dates and the names [1906] A. C. 24. of the parties to the contract. (I) Cornell v. Hay (1873), L. R. (h) Sullivan v. Metcalfe (1880), 8 C. P. 328. 5 C. P. D. 455. (m) Governs Case (1876), 1 C. D. (i) Cornell v. Hay (1873), L. R. 182 ; Sullivan v. Metcalfe (1880), 5 8 C. P. 328 ; Charlton v. Hay (1874), C. P. D. 455 ; Finaticc and Issue v. 31 L. T. 437 ; Twycross v. Grant Canadian Property, [1905] 1 Ch. 37. (1877), 2 C. P. D. 469 ; Macleay v. (n) Prospectus means any pro- Tait, [1906] A. C. 24 ; Shepheard v. spectus notice circular advertise- Broome, [1904] A. C. 342 ; Cover'' a ment or other invitation offering to 254 The Contract of Membership in relation to any intended company must be dated, and on or before the date when any such prospectus is published a copy thereof signed by every person who is named therein as a director or pro- posed director of the company either personally or by his agent authorized in writing must be filed for registration with the Registrar of Joint Stock Companies. No prospectus may be issued until a copy of it has been filed. The Registrar of Joint Stock Companies may not register any prospectus unless it is so dated and signed, and the date on the prospectus will until the contrary is proved be taken as the date of the publication of the prospectus. Every prospectus must state on its face that a copy has been filed, and if a prospectus is issued without a copy thereof being filed for registration as required by the section, the company and every person who is knowingly a party to the issue of the prospectus will be liable to a fine not exceed- ing £5 for every day from the date of the issue of the prospectus until such copy is filed (o). This section (unlike section 81) would appear to have no application where the prospectus is issued after the incorporation of a company by a person other than the company or an agent of the company {e.g. where it is issued by an under- writer). The object of this section would appear to be threefold. It ties a director to knowledge of the fact that the prospectus has been issued on a particular date, so that he cannot say he never heard of the prospectus or that certain mis-statements in the prospectus never came to his knowledge until after the issue of the prospectus. It provides that a copy of the prospectus shall always be available to persons interested, and it gives publicity to the affairs of the company {p). In practice the Registrar before filing a prospectus sees that the memorandum with the names, addresses, and descrip- tions of the signatories, and the number of shares subscribed for by each of them is set out where this is required. He also sees that the names, descriptions, and addresses of the directors, or proposed the public for subscription or pur- procurator fiscal as the Lord Advo- ehase any shares or debentures of cate directs : ibid., s. 276. a company : Companies (Consohda- (p) Any person may inspect tion) Act, 1908, s. 285. Cp. South documents kept by the Registrar of of England Natural Gas and Petro- Joint Stock Companies and have leum Co., [19111 1 Ch. 573; Sleigh copies or extracts of any such docu- V. Glasgow and Transvaal Optio7is ments or any part of such docu- (1904), 6 Fra. 420. Under the same ments certified by him on payment section the expression " deben- of the fees appointed by the Board tures " includes debenture stock. of Trade, wliich are not to exceed Is. (o) Companies (Consolidation) for an inspection, 6d. for each folio Act, 1908, s. 80. The offence may of a certified copy or extract except be prosecuted under the Summary in Scotland, where the charge is Qd. Jurisdiction Acts, but in Scotland for each page of tivo hundred Trords: every prosecution must be at the Companies (Consolidation) Act, 1908, instance of the Lord Advocate or a s. 243 (6). Contents of Prospectus 255 directors are set out, and looks to the minimum subscription pro- visions, but lie does not concern himself any further with the contents of the prospectus. The Act goes on to provide that every prospectus issued by or on behalf of a company or by or on behalf of any person who is or has been engaged or interested in the formation of a company must state the following particulars : — *' (1) The contents of the Memorandum of Association, with the names, descriptions, and addresses of the signatories, and the number of shares subscribed for by them respectively ; and the number of founders or management or deferred shares (q), if any, and the nature and extent of the interest of the holders in the property and profits of the company ; and " (2) The number of shares, if any, fixed by the articles of association as the qualification of a director, and any provision in the articles of asso- ciation as to the remuneration of the directors ; and " (3) The names, descriptions, and addresses of the directors or pro- posed directors ; and " (4) The minimum subscription on which the directors may proceed to allotment, and the amount payable on application and allotment on each share ; and in the case of a second or subsequent ofier of shares the amount offered for subscription on each previous allotment made within the two preceding years, and the amount actually allotted ; and the amount/ if any, paid on the shares so allotted ; and " (5) The number and amount of shares and debentures which within the two preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash, and in the latter case the extent to which they are so paid up, and in either case the consideration for which those shares or debentures have been issued or are proposed or intended to be issued ; and " (6) The names and addresses of the vendors (r) of any property purchased or acquired by the company, or proposed so to be purchased, or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus, or the purchase or acquisition of wliich has not been completed at the date of issue of the prospectus, and the amount payable in cash, shares, or debentures to the vendor (r), and, where there is more than one separate vendor, or the company is a sub -purchaser, the amount so payable to each vendor ; provided that, where the vendors (r) or any of them are a firm, the members of the firm shall not be treated as separate vendors ; and (q) The words in italics first tional for the sale or purchase or for occur in the Companies Act, any option of purchase of any pro- 1907. perty to be acquired by the com- (r) For the purposes of the sec- pany in any case where either (a) tion every person is to be deemed to the purchase money is not fully be a vendor v.ho has ent,e;red into paid at the date of i^jtie [publi- any contract absolute or condi- cation in 1900 Act] of the pro- OK 56 The Contract of Membership " (7) The amount (if any) paid or payable as purchase money in cash, shares, or debentures for any such property as aforesaid, specifying the amount (if any) payable for goodwill ; and " (8) The amount (if any) paid witliinthe two preceding years or pay- able as commission for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in, or debentures of, the company, or the rate of any such commission ; provided that it shall not he necessary to state the commission 'payable to sub-underwriters ; and " (9) The amount or estimated amount of prehminary expenses (s) ; and " (10) The amount paid within the two preceding years or intended to be paid to any promoter and the consideration for any such paynnent ; and " (11 ) The dates of and parties to everj' material contract, and a reason- able time and place at wliich any material contract or a copy thereof may be inspected : Provided that this requirement shall not apply to a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company or to any contract entered into more than two years [t) before the date of issue of the prospectus ; and " (12) The names and addresses of the auditors (if any) of the company ; and " (13) Full particulars of the nature and extent of the interest (if any) spectus, or (6) the purchase money is to be paid or satisfied wholly or in part out of the proceeds of the issue offered for subscription by the prospectus, or (c) the contract de- pends for its validity or fulfilment on the result of that issue : Com- panies (Consolidation) Act, 1908, s. 81 (2). There need, however, be no disclosiire of the amount of the purchase money payable under a contract between the person who sold to the company and a tliird party, if such contract has been completed — even though comple- tion only took place a few days before the issue of the prospectus : Brooks v. Hansen, [1906] 2 Ch. 129. Where property to be acquired by the company is to be taken on lease the section applies as if the expres- sion vendor included the lessor, the expression purchase money included the consideration for the lease, and the expression sub-piu-chaser in- cluded a sub-lessee : ibid., sub-s. (2). (s) Preliminary expenses would apjDear to include all expenses in- curred by the promoters of a com- pany in relation to the company before it is formed, and has a board or some other body capable of speaking for it. This will not necessarily be the date when it is entitled to commence business, indeed it will usually be before then. Expenses in the formation of the company, such as registration fees and stamps, charges of solicitors and others for registering, preparing memorandum and articles, con- tracts, prospectus, etc., the costs of advertising, finding underwriters, and surveyor's fess for prospecting the property, will all be included in preliminary expenses if incurred by a promoter before the time when the company can speak for itself. Preliminary expenses would not include any charges by a promoter other than out of pocket expenses. (t) Three years in the Companies Act, 1900, but even under the old Act two jears was the limit where the prospectus was published more than a year after the date when the company was entitled to commence business. Contents of Ppiospectus 257 of every director in the promotion of, or in the property proposed to be acquired by, the company, or, where the interest of such a director consists in being a partner in a firm, the nature and eodent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the firm in cash or shares or otherwise by any person either to induce him to become or to quaUfy him as, a director, or otherwise for services rendered by him or by the firm in connection with the promotion or formation of the company ; and " (14) where the company is a company having shares of more than one class, the right of voting at meetings of the company conferred by the several classes of shares respectively " (?/). The section does not apply to a circular or notice inviting existing members or debenture holders of the company to subscribe for shares or debentures whether with or without the right to renounce in favour of other persons ; but it does apply to every other pro- spectus, notice, circular, advertisement, or other invitation offering to the public for subscription or purchase any shares, debentures, or debenture stock of a company, whether it is issued with reference to the formation of a company or subsequently {x) ; apparently a circular of which a few copies are printed or typewritten, and which is only given to the directors and a few other persons, for distribution among their personal friends, does not come within the section, at all events where it purports only to give information, and not to invite applications for shares (y) ; but where a prospectus was only sent to shareholders in existing gas companies, who were the most likely persons to take shares, it was within the section, even though it was headed " For private circulation only " (2). Where more than one prospectus has been issued, and one complies with the statute and the other does not, only applicants who have applied on the faith of the latter prospectus can complain (a). The requirements as to the memorandum of association and the qualification, remuneration, and interest of directors, the names, descriptions and addresses of directors or proposed directors, and the amount or estimated amount of preliminary expenses do not apply in the case of a prospectus published more than one year after the date when the company is entitled to commence business (6). Where a prospectus is published as a newspaper advertisement, it is not necessary to specify the contents of the memorandum of (u) Companies (Consolidation) Mon^Zes (1907), 23 T. L. R. 482. Act, 1908, 3. 81 (1). (2) South of England Natural Oas (x) Companies (Consolidation) and Petroleu7n Co., [1911] I Ch. 573. Act, 1908, 33. 81 (7) and 285. (o) Roiissell v. Burnham, [1909] .' fy) Sleigh v. Glasgow and Trans- Ch. 127. vaal Options (1904), G Fra. 420 ; (6) Companies (Consolidation) Shcrwell v. Combined Incandescent Act, 1908, s. 81 (8). S.C.L. 17 258 The Contract of Membership association or the signatories thereto, and the number of shares subscribed for by them (c). Any condition requiring or binding any applicant for shares or debentures to waive any of the requirements of the section or purporting to affect him with notice of any contract, docu" ment, or matter not specifically referred to in the prospectus will be void (d). Where an official quotation is desired, the Stock Exchange requirements as to a prospectus are : — 1. That the prospectus shall have been publicly advertised. This does not necessarily mean in a paper, but a reasonable number of copies of the prospectus must have been circulated. 2. That the prospectus agrees substantially with the Act of Parliament or Articles of Association, 3. That the prospectus provides for the issue of not less than one-half of the authorized capital and for the pajTnent of 10 per cent, upon the amount subscribed. This 10 per cent, is not necessarily payable on appUcation — it will be enough if the prospectus shows when it is to be paid. If shares have been allotted to vendors they are counted in the one-half and tliis provision merely requires the prospectus to show that such one- half has been issued or that it is intended to issue it immediately. The provision has, moreover, no appUcation to debentures or debenture stock. But even in the case of these securities if an insufficient proportion of the total issue is to be issued it may cause difficulty in getting an official quotation. 4. In cases where a company has sold an issue of capital or debentures or debenture stock wliich is subsequently offered to the pubUc for sub- scription either by the company or any subsequent purchaser, the pros- pectus must state the autliority for the issue and all material conditions of sale. Tliis rule is to meet the case of a sale of shares, debentures or debenture stock to a bank or some person without disclosing the price paid by the purchaser. It will be necessary to state the price paid by the purchaser and who is issuing the debentures or debenture stock. 6. If debentures or debenture stock are offered the prospectus must state fully the terms of redemption and whether the debentures are to bearer or registered. In order to comply with the Stock Exchange Rules it is necessary that two-thirds of the amount proposed to be issued (e) of any class of shares or securities whether such issue be the whole or a part of the authorized amount has been appUed for by and unconditionally allotted to the (c) Companies (Consolidation) for the full prospectus, such adver- Act, 1908, s. 81 (5). Sometimes tisements should never contain an one sees in newspapers advertise- application form, but do not appear ments issued by companies which to be contrary to the Act. propose to issue shares, which do not (d) Companies (Consolidation) u-:.ntain the statutory requirements Act, 1908, s. 81 (4). and state that the pubUcation is (e) The amount proposed to be for information only and that appli- issued will include vendors' shares, cants must apply to the company Statement in Lieu of Prospectus 259 public — shares or securities granted in lieu of money payments not being considered to form a part of such public allotment — and the articles, trust deed, if any, and certificate or bond are in an approved form (/) . The Stock Exchange authorities will also have to be satisfied that the requirements of the Act have been compUed with, but they will not insist on the Memorandum of Association being set out in cases where the Act does not require it. The Stock Exchange authorities will not grant leave to deal in securi- ties which are issued without a prospectus publicly advertised, or by a circular to the shareholders. They also require an advertisement in two leading London newspapers giving details of the formation of the com- pany and its issue, and stating that the directors collectively and individ- ually are responsible for the information published {ff). Statement in Lieu of a Prospectus. Companies which do not issue a prospectus on or with reference to their formation, which have not allotted shares or debentures before the 1st July, 1908, and which are not private companies {g), may not allot any of their shares or debentures unless before the first allotment of either shares or debentures there has been filed with the Registrar of Joint Stock Companies a statement in lieu of a prospectus signed by every person who is named therein as a director of the company or by his agent authorized in writing. Such state- ment to be in the form and containing the particulars set out in the second schedule to the Act [h). The Registrar will not file a statement in lieu of a prospectus unless every point in such form is dealt with either by a definite affijmative statement or by a negative statement, and he is bound in this case to see the statute is complied with : and he will not file more than one such statement however many directors there may be. Where no such statement has been filed, and, possibly, where a statement has been filed, which is so illusory as not to amoimt to a statement within the section at all — all allotments will be void. But if a statement has been filed, which does in form comply with the requirements of the section, then even if such statement is really insufficient or misleading, allotments will not be void, though any person, who has been induced to take shares by misrepresentations or omissions in such a statement, will have the same individual right (/) See the Stock Exchange the requirements for enabling such Rules and appendices sot out in a company to obtain a certificate Appendix V. as to the steps to bo entitling it to commence business, taken where a special settlement and Companies (ConsoUdation) Act, or an official quotation is sought. 1908, s. 87 (1) (d). (ff) A. notice to this effect was {h) Companies (ConsoHdation) issued by the Stock Exchange Com- Act, 1908, s. 82 ; for definition of mittee on the 2nd December, 1919. private company, see supra, p. 9. {g) See iwst, pp. 392 ct srq.^ as to 260 The Contract of Membership of rescission as he would have had if he had been misled by a prospectus (i). A private company may, subject to anything contained in its memorandum or articles, by passing a special resolution and by filing with the Registrar of Joint Stock Companies such a statement in lieu of prospectus as the company, if a public company, would have had to file before allotting any of its shares or debentures together with such a statutory declaration as the company would have had to file before commencing business turn itself into a public company {k). As has already been pointed out, these provisions are far from easy to understand, but it is thought that the special resolution required need not expressly convert the company into a public company (though no doubt this is desirable), but need only change the articles in such a way that they cease to comply with section 121 (1) of the Act, as amended by the Companies Act, 1913. Presumably, neither the statement in lieu of a prospectus nor the statutory declaration will have to be filed by a com- pany registered before the 1st July, 1908, and subsequently con- verted into a private company (?) , though perhaps it will be otherwise in the case of a company originally formed as a public company after that date. The registrar requires a statement in lieu of a prospectus to be filed by guarantee companies — though the statutory form is entirely unsuitable, where there is no share capital. Turning to the form of the statement, it does not seem suitable where a company has been formed for a long time. The matter-j to be set out in a statement in lieu of a prospectus should be compared with those set out in a prospectus. A company may not, previously to the statutory meeting, vary the terms of a contract referred to in the prospectus or statement in lieu of a prospectus except subject to the approval of the statutory meeting {m). (i) Blair Open Hearth Furnace Companies takes the view that such Co., [19] 4] 1 Ch. .390. a statement need not be filed in (t) Companies (Consolidation) these cases. Act, 1908, s. 121 (2). (m) Companies (Consolidation) (I) The Registrar of Joint Stock Act, 1908, s. 83. Form of Statement in lieu op Prospectus 261 STATEMENT IN LIEU OF PROSPECTUS. (Being the form in the Second Schedule to the Act.) The Companies (Consolidation) Act, 1908. Limited. Statement in Lieu of Prospectus. The nominal capital of the company Divided into Shares of £ each Names, descriptions, and addresses of directors or proposed directors. Minimum subscription (if any) fixed by the memorandum or articles of associa- tion on wliich the company may pro- ceed to allotment. Number and amount of shares and de- bentures agreed to be issued (n) as fully or partly paid-up otherwise than in cash. The consideration for the intended issue of those shares and debentures. (a) For defi- nition of ven- dor, see sec- tion 81 (2) of ^he Com- mnies (Con- ;olidation) \ct, 1908. (6) See sec- ion 81 (3) of he C o m- 'Rnies (Con- oiida tion) ict, 1908. Names and addresses of (a) ven- dors of property purchased or acquired, or proposed to be (p) purchased or acquired by the company. Amount (in cash, shares, or deben- tures) payable to each separate vendor (g'). Amount (if any) paid or payable (in cash or shares or debentures) for any such property, specifying amount (if any) paid or payable for goodwill (r). 1. shares of £ fully paid. 2. shares upon wjiich £ per share credited as paid. 3. debentures £ 4. Consideration. Total purchase price £ Cash . . . £ Shares . . £ Debentures . . £ Goodwill . . £ (n) This will only apply where the contract is in fieri at the time of filing the statement and not to cases where the shares have actually been issued. iq) This will include sums pay- able for a property, which it is intended that the company shall purchase, even though there is not even a provisional agreement at the Ijme of the filing of the 3tat(?piont : Blai?- Opt n Hearth Furnace Co. ,[ 1 9 1 4 1 1 Ch. 390. It would not appear to include cases whcro the purchase money has been paid in full. (r) This would appear not to be applicable where the purchase money has been paid in full — for such property would mean pro- perty purchased, etc, from a vei)dop as defined- 262 The Contract of Membership Amount (if any) paid or payable as com- mission for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares or debentures in the company (s), or Rate of such commission Amount paid. „ payable. Rate per cent. Estimated amount of preUminary ex- penses (t). Amount paid or intended to be paid to any promoter (n). Consideration for the payment Name of promoter. Amount £ Consideration : — ■ Dates of, and parties to, every material contract (other than contracts entered into in the ordinary course of the busi- ness intended to be carried on by the company or entered into more than two years before the filing of this statement). Time and place at which the contracts or copies thereof may be inspected. Names and addresses of the auditors of the company (if any). Pull particulars of the nature and extent of the interest of ever}'^ director (a;) in the promotion of or in the pro pert \^ pro- posed to be acquired bj- the company, or, where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all siims paid or agreed to be paid to liim or to the firm in cash or shares, or otherwise, by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by liim or by the fijm in connection with the promotion or formation of the com- pany. (s) This would seem to include any sums paid at any time by the company. (t) This will not apply where the preliminary expenses have been paid. (u) It is difficult to place any limit on this requirement, apparently if the company h^d bought its business many years before — it would still hav e to say what it paid for it. The consideration can be set out shortly, e.g. acquisition of business at (x) This would appear only to apply to directors who hold that office at the tune when the state- ment is nicd> Minimum Subscription 263 Whether the articles contain any pro- visions precluding holders of shares or debentures receiving and inspecting balance sheets or reports of the auditors or other reports. Nature of the provisions. (Signatures of the persons above-named] as directors or proposed directors, or J of their agents authorized in writing); Minimum Subscription. The first class of voidable contracts to be dealt with is the class where the company has no right to make an allotment. (1) On the first allotment by a company of shares offered to the public {rf) for subscription ; and (2) in the case of a company which does not issue any invitation to the public to subscribe for its shares, and which is not a private company [z), on the first allotment of share capital payable in cash no allotment may be made unless certain provisions are complied with. They are to the following effect : — In the case of a company offering shares to the public no allot- ment may be made of any share capital offered to the public for subscrijition unless the amount (if any) fixed by the memorandum or articles of association and named in the prospectus («.) as the minimum subscription upon which the directors may proceed to allotment (5), or if no amount is so fixed and named, then the whole amount of the share capital so offered for subscription has been subscribed, and the sum payable on application, which must not be less than 5 per cent, of the nominal amount of each share of the {y) This means offered by the company : Sherwell v. Combined Incandescent {IdOl), 23 T. L. R. 482. (z) A private company is a com- pany which by its articles (1) re- stricts the right to transfer its shares, and (2) limits the number of its members (exclusive of persons who are in the employment of the com- pany and of persons who having been formerly in the employment of the company, were while in such employment and have continued after the determination of such em- ployment to be members of the com- pany) to fifty, and (3) prohibits any invitation to the public to subscribo for any shares or debentures of the company : Companies (Consolida- tion) Act, 1908, s. 121 (1), as amended by Companies Act, 1913, s. 1 (2). (a) It must be expressly stated in the prospectus, on the strength of which the applicant complaining took shares : Roussell v. Burnham, [1909] 1 Ch. 127. (h) An article which provides tliat the minimum subscription shall bo a given percentage {e.g. 50 per cent.) of any shares offered will bo suffi- cient : West Yorkshire Darracq (1909), 25 T. L, R. 77. 264 The Contract of Membership amount so fixed and named, or of the whole amount offered, has been paid to and received by the company in cash (c). Premiums payable for shares cannot, it is thought, be counted as part of this 5 per cent. The amount to be subscribed is called the minimum subscription, and it must be reckoned exclusively of any amount payable otherwise than in cash. If these conditions are not complied with on the expiration of forty days after the first issue of the prospectus, all money received from applicants for shares must forthwith be repaid to them without interest, and if any such money is not so repaid within forty-eight days after the issue of the prospectus, the directors of the company will be jointly and severally liable to repay that money with interest at the rate of i per cent, per annum from the expiration of such forty-eight days ; but any director who can prove that the money has been lost, and that such loss was not due to any negligence or misconduct on his part, will escape liability. Conditions requiring applicants to waive compliance with any of these provisions, or with the provisions next mentioned, are void. The section except sub- section (3) requiring the amount payable on application to be not less than 5 per cent, of the nominal amount of each share does not apply to any allotment of shares subsequent to the first allotment of shares offered to the public for subscription {d). Companies, other than private companies, which do not issue any invitation to the public to subscribe for their shares, may not on the first allotment of share capital payable in cash (e) allot any shares unless the minimum subscription — i.e. either (1) the amount if any fixed by the memo- randum or articles, and named in the statement in lieu of a prospectus as the minimum subscription upon which the directors may proceed to allotment ; or (2) if no amount is so fixed and named, then the whole amount of the share capital other than that issued as fully or partly paid up otherwise than in cash has been subscribed, and an amount not less than five per cent, of the nominal amount of each share payable in cash has been paid to and received by the company (/). (c) The receipt of a cheque is not that directors when allotting shares payment in cash, at all events should examine the company's pass where it is dishonoured afterwards : book to see that all cheques received Mcars v. West Canadian, etc.. Pulp have been honoured : Truman' a Co., [1905] 2 Ch. 353, or where it Case, [1894] 3 Ch. 272. is not presented at once, but is held {d) Companies (Consolidation) over for a few days : National Act, 1908, s. 85, sub-ss. 1-6. Motor Mail Coach Co., [1908] 2 Ch. (e) These provisions do not apply 22S ; cp. Glasgow Pavilion V. Mother- if the allotment was made before well (1903), 6 Eraser, 116 — where the 1st July, 1908. As above stated, cheques received after banking they also cannot be waived, hours were cashed the next day, and (/ ) Companies (Consolidation) were held to amount to a payment Act, 1908, s. 85 (7), when receivecj. It would appea;* Minimum Subscription 265 In the case of shares not offered for subscription, there is no specific time within which application moneys must in the absence of a right to allot be returned ; but it would seem that the remedy in such case is under the provisions of the following section (section 86) (g), though, no doubt, it is the duty of the directors to return moneys received without making any allotment. A person who has taken shares on the strength of an offer made before the incorporation of the company cannot avail himself of these provisions to avoid his contract (h), and the same remark applies to a subscriber to the memorandum, for his contract is complete without allotment, and therefore he is also not helped by the provisions of the succeeding section which deal with the case of wrongful allotment (i). Where the company has issued two pro- spectuses, one of which does, and one of which does not comply with these provisions, a person who has taken shares on the strength of the incomplete prospectus, will have the rights given by the section in cases where no minimum subscription is fixed by the pro- spectus (k). It is provided by the next section that in case of an allotment in contravention of the provisions of the preceding section, the allot- ment will be voidable at the instance of the applicant within one month after the holding of the statutory meeting of the company (l), and not later, and that it will be so voidable notwithstanding the winding-up of the company. The remedy under section 85 of the Act is apparently gone once there has been an allotment, even though it was a » wrongful one, and a company cannot avoid a wrongful allotment unless the allottee demands that they shall do so (m). The Act also provides (Z) that any director who has knowingly (n) contravened or permitted or authorized the contravention of any (g) This section would, in spite of Act, 1908, s. 8G : it is not necessary the remarks of Cozens-Hardy, that actual proceedings should be M.R., in Blair Open Hearth Furnace commenced within the month — it Co., [1914]! Ch. 390, clearly applies is enough if notice of intention to to companies which do not issue a avoid the allotment is given within prospectus, and have made an allot- the month — and proceedings are mcnt in contravention of section taken as soon as it is clear that tho 85 (7> of the Act. directors of the company do not {h) Shcrwell v. Combined Incan- intend to remove the applicant's descent Co. (1907), 23 T. L. R. 482. name : National Motor Mail Coach (i) Cp. FothergiWs Case (1873), 8 Co., [1908] 2 Ch. 228. Ch. 270, and as to their position (m) Burton v. Sevan, [1908] 2 where the company fails to get a Ch. 240. certiOcate entitling it to commence (n) " Knowingly " means with business, post, pp. 392 and 393. knowledge of the facts, not of the (k) Roussell V. Burnham, [ld09] I law: but knowledge after allot. Ch. 127. ment is not enough: Burton v, (?) Companiofj (Con^olidfttion) Pevan, [1908] 2 Ch. 240, 266 The Contract of Membership such provisions, with respect to allotment, shall be liable to compen- sate the company and the allottee for any loss damages or costs which the company or the allottee may have sustained or incurred there- by (o). Proceedings to enforce such liability must be commenced within two years after the allotment. The date when the company must be in a position to go to allot- ment is the actual date of allotment, and it will be no defence, where there has been an irregular allotment, to show that within a few days or hours of the allotment the company did make an allotment which, coupled with the previous allotment, would if it had been made at the time of the previous allotment have complied with the minimum subscription provisions, or that it was in a position to make a suffi- cient allotment at the time of the irregular allotment. Thus where the company had its issue underwritten, and had allotted shares to the extent of the minimum subscrip- tion to applicants, some of whom paid their application moneys by cheques which were subsequently dishonoured, an allotment to the plaintiff was avoided, although the underwriters were ready to take up the requisite shares (j)). Nor will the allotment be good if some of the payments are made by cheques which have not been cashed at the date of the allotment, but which after being held over some days are ultimately honoured (q). It is submitted that shares allotted under a void contract would not count for the purposes of the minimum subscription, but that shares allotted under a voidable contract would count, for there the contract is good until proceedings are taken to set it aside. Where the company does not have a statutory meeting, being a company incorporated before 1901, or it is submitted where the allotment is made after the statutory meeting, as may happen in the case of a company which does not originally offer its shares to the public, an irregular allotment may be set aside in the same way as an ordinary voidable contract, viz. if proceedings are taken as soon as the irregularity is discovered and before winding-up {r). The Act does not provide any way in which a statement in lieu of a prospectus can be altered, but there would seem to be nothing (o) The amount of such compen- application moneys by cheque is a sation will probably not be limited paj^ment in cash within the meaning to the amount by which the shares of the section, where all the cheques applied for fall short of the minimum are subsequently, and in the ordi- subscription : Daily Events Co., nary course of business, presented 2'iJmes Newspaper, 2nd March, 1911. and honoured on such presentation. (p) Mears v. West Canada Pulp, [q) National Motor Mail Coach etc., Co., [1905] 2 Ch. 353 ; cp. Co., [1908] 2 Ch. 228 : Burton v. the Scotch Case, Glasgow Pavilion Bevan, [1908] 2 Ch. 240. V. Motherwell (1903), 6 Fraser, 110, (/•) Finance and Issuev. Canadian wliich decides that payment of the Produce, [1905] 1 Ch. 37. Minimum Subscription 267 ill the Act to prevent a company filing a second statement (s) ; if this view is correct, it would appear that a company which does not offer its shares to the public can alter its minimum subscription, and receive fresh applications on the basis of such altered minimum subscription. Moreover, it is always open to such a company to offer its shares to the public, and it would seem that it could convert itself into a private company. A company offering its shares to the public, will have to comply with the provisions relating to companies offering their shares to the public, even where there has been a previous allotment of shares which have not been offered to the public for subscription. A practical question sometimes arises as to the position of the bankers of a company which offers shares to the public, where they have received application moneys, and the company is not at the expiration of forty days in a position to go to allotment. Must the bankers in such case, where they know the facts, honour the cheques of the directors, or should they return the moneys to the applicants or insist that all cheques until the claims of all the applicants for shares have been satisfied should be in favour of such applicants ? Apart from the statute, moneys so paid would not be subject to any trust in favour of the applicants, in the event of the contract not going through (t), and consequently there would be no lien in their favour. The statute says that " all moneys received from appli- cants for shares shall forthwith be repaid," and proceeds to impose a penalty (payment of interest) on directors who fail to make such repayment. It is thought that these words do impose a trust or lien, and that a bank having received moneys from a company should not honour their cheques until there has been an allotment and the company has obtained a certificate entitling it to commence business (u). If this view is right, an injunction restraining dealings with such moneys will, until the company has obtained such certifi- cate, lie against the bank or the company or its directors (x) ; where the company has obtained a certificate entitling it to com- mence business, that will be conclusive evidence that the company is so entitled, and the bank will be entitled to rely on it {y). Where an official quotation on the Stock Exchange is required, such quotation mil not be granted unless two-thirds of the amount proposed to be issued of any class of shares or securities, whether («) It is doubtful whether tho 24 T. L. R. 583. Registrar will allow a second state- (x) See Mears v. West Canada ment to be filed. Pulp, etc., Co., [1905] 2 Ch. 353. (t) Stewart v. Austin (1867), 3 (y) Companies (Consolidation) Eq. 299. Act, 1908, s. 87 (2); Blair Open (m) Until such certificate is ob- Hearth Furnace Co., [1914] 1 Ch. tained there is no contract : New 390, and op. Burton v. Bevan, Druce Portland y, Blakslon (1908), [1908] 2 Ch. 240, 268 The Contract of Membership such issue be the whole or a part of the authorized amount, shall have been applied for and unconditionally allotted to the public, shares or securities granted in lieu of money payments not being considered to form a part of such public allotment (2). Misrepresentations and Voidable Contracts. Persons who have been induced to take shares in companies by misrepresentations in a prospectus may have a remedy both against the company whose shares they have taken and against the directors or other persons actually responsible for the prospectus. A person seeking relief against the company must in all cases seek rescission of his contract to take shares ; for while he remains a shareholder of the company he cannot obtain damages against it either in an action based on fraud or misrepresentation (a), or in an action based on breach of contract (6). When a person obtains relief by way of rescission, he wQl also obtain an order for return of any moneys he has paid in respect of his shares, together with interest on such moneys at the rate of 4 per cent, per annum down to the date of repayment ; moneys so recovered can be proved for on a winding-up (c). Where an action for rescission is pending, the Court will restrain the company from forfeiting the shares for non-payment of calls, at all events where the plaintiff pays the amount of the calls with interest into Court, and enters into the usual undertaking in damages (d). Where a person has obtained a judgment against a company for rescission and repayment of the money he has paid, that will not preclude him from pursuing his remedy for fraudulent misrepresentation against the directors {e). Whether a shareholder who has obtained rescission could in a proper case obtain in addition damages in an action of deceit does not appear to have been decided, but on principle there does not seem to be any reason why he should not be so entitled (/). (z) See also the requirements as restrain the company from bringing to the prospectus set out supra, an action for calls : Tatham v. pp. 258 et seq. Palace Eeslanrants (1909), 53 SoIJ. (a) Houldsworth v. City of Glasgow 743. Bank (1880), 5 A. C. 317. (e) Ooldrei, Foucard and Son v. (b) Addlestone Linoleum Co. Sinclair and Russian Chamber of (1888), 37 C. D. 191. Commerce in London, [1918] IK. B. (c) British Goldfidds of West 180. It will be otherwise where the Africa, [1899] 2 Ch. 7. plaintiff has recovered judgment (d) Jones v. Pacaya Rvhber and against the company for an ascer- Produce Co., [1911] 1 K. B. 455; tained amount of damages in respect Lamb v. Sambas Rubber and of the fraudulent misrepresenta- Cutta Percha Co., [1908] 1 Ch. 845 ; tions: per Saroant, J., at p. 191. not iollowing Ripley V. Paper Bottle (/) Lord Selbobne in Moulds- Co. (1888), 57 L. J. (CH.) 327, but ivorthv.City of Glasgow Bank [ISSO), the Cpurl; will nof '\n such Ofise 5 A. C. 317, seerjis to have sfvjcj thaf, Bescission 269 At common law a person seeking this relief must be prepared to show that (1) a material misrepresentation has been made to him or that some statement made to him was substantially untrue owing to the absence of some qualifying statement, (2) that the company was responsible for such statement, or at all events that it was not in a position to take the benefit of such misstatement, and (3) that he, the applicant for relief, was induced by such misstatement or omission to take his shares. (1) The misstatement or omission must be one of an existing fact, though of course a man may tell an untruth about tlie stale of his opinion or belief or intention, in which case there would obviously be an untrue statement of fact {g). So, too, an estimate may be so stated as to be a statement of fact, as, for instance, where it is simply a confirmation of previous statements of fact {h). Mere ambiguous statements may, it would seem, be sufficient to found such an action {{), but omissions will not be enough unless they are omissions of things which, if stated, would qualify or alter the statements actually made(^). Moreover, a statement true at the time when made, but subse- quently and before allotment becoming untrue, will be sufficient ground for rescission {I), even when the letter of allotment is accom- panied by a statement of the altered circumstances, if such state- ment does not refer to the original statement and does not inform the allottee of his right to be freed from his. bargain (m). In this class of action, where rescission is sought, it is unnecessary to show thatthe company or its directors knew of the untruth of the statements damages could not be obtained Fernie (1868), 3 Ch. 467. against the company ; the principle (k) Aaron's Reefs v. Twisa, [1896] enunciated by Willes, J., in Bar- A. C. 273 ; McKeown v. Boudard wickv. Joint Stock Bank (186'1),L,.U. Co. (1897), 45 W. R. 142 ; see also 2 Ex. 259, would seem contrary to Peek v. Qurney (1873), L. R. G this. This principle has been ap- H. L. 377, a case of fraud ; C'Jiris- proved in many cases, notably in tlneville Rubber Estates (1911), 81 Swire v. Francis (1878), 3 A. C. L. J. (ch.)03. 106 ; Mackay v. Commercial Bank (I) Reynell v. Sprye (1852), 1 De of New Brunswick (1874), L. R. 5 G. M. & G. 056; Traill v. Baring P. C. 394; and Houldsworthv. City (1864), 4 De G. J. & S. 318; of Glasgow Bank (1880), 5 A. C, at Scottish Petroleum Co. (1883), 23 p. 326. C. D. 413, approving Anderson's (fif) Edgington v. Filzmaurice Case (1881), 17 C. D. 373 ; and (1885), 29 C. D. 459 ; Angus v Kent County Gas Light and Coke Co. Clifford, [1891] 2 Ch. 449. (1906), 95 L. T. 756, where it was (h) Pacaya Rubber and Produce known at the time of allotment that Co., [1914] 1 Ch. 542, citing Lord a person who had not formally Halsbuby's remarks in Aaron's resigned did not intend to act as Reefs V. Twiss, [1896] A. C. 273, at director. p. 284. (m) Arnison v. Smith (1889), 41 (V) Smith V. Chadwick (1884), 9 C. D. 348. A, C. 187 ; but cp. Halloivs v. 270 The Contract of MembershiI' made, or that they made them recklessly, not caring whether they were true or false. This is the most vital distinction between this sort of action and an action founded on fraud {n). Nor even in the absence of fraud is it essential to show that the misstatement was so material as to go to the whole root of the contract, in other words, to make such a case as was necessary to obtain this form of relief in a court of law before the Judicature Acts (o) ; it is enough to show that there was a material mis- statement which, taken as true, would have added substantially to the value of the shares acquired {p). The onus of proving that a statement is untrue is on the plaintiff, and a speech made by the chairman of a company {q) or a confidential report to the board (r) will not be evidence as to the untruth of a statement in the prospectus, unless such speech or report has been adopted by the company or was made by a person acting as agent for the company against the plaintifi (s), or unless made by a person since deceased as in the ordinary course of duty and contemporaneously with the performance of such duty (r). (2) There are several cases where the company will be held to be responsible for misrepresentations, or will not be allowed to take the benefit of a contract induced by them. These cases were divided by Eomer, J. {t), into four classes. His lordship says : " Speaking generally, to make a company liable " for misrepresentations inducing a contract to take shares from it, *' the shareholder must bring his case within one or other of the " following heads : — " (1) Where the misrepresentations are made by the directors *' or other the general agents of the company entitled to act and *' acting on its behalf, as, for example, by a prospectus issued by the " authority or sanction of the directors of a company inviting *' subscriptions for shares." It has been said that. each director is the agent of the company to make the representations which the (n) Henderson V. Lacon (1868), 5 Lovd hYNDBXTRST in Atwood v. Small Eq. 249 ; Redgrave v. Hurd (1882), (1871), 6 CI. and Fin. 232 ; Denton 20 CD. 1 ; Reese River Silver v. MacNeill (1866), 2 Eq. 352. Mining Co. v. Smith (1873), L, R. (q) Devala Provident Gold Mining 6 H. L. 64 ; and sub nom. Smith's Co. (1883), 22 C. D. 593. Case (1867), 2 Ch. 604. (r) Djamhi {Sumatra) Rubber Es- (o) &@Q Kennedy V. New Zealand, tales (1912), 107 L. T. 631, distin- etc., MailCo. (1867), L. R. 2 Q. B. guisMng Doe v. Tiirford (1832), 3 580. B. & Ad. 890 (p) Jennings V. Br oughton (1854), (a) Meux Executors' Case (1852), 5 De G. M. and G. 126; Central 2 De G. M. & G. 522. Railway of Venezuela v. Kisch (t) In Lynde v. Anglo-Italian (1867), L. R.2 H. L. 99, 121 ; Ross Hemp, etc., Co., [1896] 1 Ch. 178, V. Estates Investment Co. (1866), 3 Eq. 1 82. 122 and (1868) 3 Ch. 682 ; and per Responsibility of Company 271 prospectus contains, and to induce applications for shares (u), but probably it would be more accurate to adopt another statement in the same case to the effect that a director is so intimately con- nected with his company, that it is difficult for it to say that a report of his, put forward in a prospectus issued by the company, was made to and not by the company (m). " (2) Where the misrepresentations are made by a special agent " of the company acting within the scope of his authority, as, for " example, by an agent specially authorized to obtain on behalf of " the company subscriptions for shares. This head, of course, in- " eludes the case of a person constituted agent by the subsequent " adoption of his acts." In cases coming under these heads it would appear that a company will be liable even where they did not make the statements with the view of inducing persons to take shares, but any statement complained of must have been made by the company to the person aggrieved, or to all persons of the class to which he belongs, as, for instance, to all intending shareholders (x). Thus a statement made by a company to its own shareholders only will not be sufficient to entitle a person to bring an action where he was not a shareholder at the date of the statement, even if the statement has been shown to him by one of the company's directors without the sanction of the other directors (y). It will be otherwise where the company or its directors have allowed the statement to get into circulation {z). So it would appear that a person who has taken shares on the statements contained in a statement in lieu of a prospectus or in any other document which the directors of a company are required to file will be entitled to rescission (a). Of course, trans- ferees of shares are in quite a different position (6) ; except possibly in the case where the original shareholder has been misled, and they have stepped into his shoes, it would appear that they can never have any relief against the company (c). The third head (m) Mair v. Rio Grande Rubber Case (1859), 3 De G. & J. 575, can Estates, [1913] A. C. 853, at pp. 867 be altogether reconciled with these and 872. It would, however, appear cases. that the prospectus could by clear (y) HoWs Case (1856), 22 Beav. words show that the company did 45 ; NicoVa Case (1859), 3 De G. & not adopt the report as its own : J- 387. ibid, at pp. 868 and 872. (2) Scott v. Dixon (1859), 29 L. J. (a;) See Burnea v. Pennell (1849), (ex.) 62 n. ; BeWs Case (1856), 22 2 H. L. C. 497 ; National Exchange Beav. 35. Co. of Glasgow v. Drew (1855), 2 (a) Cp. Blair Open Hearth Fur- Macq. 103 ; New Brunswick Co. v. nace Co., [1914] 1 Ch. 390. Conybeare (1862), 9 H. L. C. 711 ; (&) Worth's Case (1859), 4 Dr. Western Bank of Scotland v. Addie 529. (1867), L. R. 1 H. L. Sc. 145. It (c) See Duranfy's Case (1858), may be doubted whether Mixer's 26 Beav, 268. 27^ The Contract of Membership meationed by the learned Judge in L>jmle v. Anglo-Italian, etc.. Hemp Co. {d) is, " Where the company can be held affected before the " contract is complete with the knowledge that it is induced by " misrepresentations, as, for example, when the directors on allotting " shares know, in fact, that the application for them has been induced " by misrepresentations, even though made without any authority." The fourth head is, " Where the contract is made on the basis " of certain representations, whether the particvdars of those repre- " sentations were known to the company or not, and it turns out " that some of those representations were material and untrue, as, " for example, if the directors of a company know, when allotting, " that an application for shares is based on the statements contained " in a prospectus, even though that prospectus was issued without " authority or even before the company was formed, and even if " the contents are not known to the directors." Under this fourth head would appear to come cases where the directors did not, when allotting, know that the application was made on the basis of any prospectus or any representations at all, for Karberg's Case (e) is put under this head, and in that case the Judge in the Court of first instance found, and the Court of Appeal appar- ently did not difier from him on this point, that there was no evidence that the directors knew that the application was based on the pro- spectus containing the statements complained of ; and Tamplins Case (/) was treated as being governed by Karherg's Case{g), and there again there was the same finding in the Court of first instance {h). In cases under this head, it would appear, however, that there must be some formal wTitten or printed statement purporting to be made in the name of the company, a more irresponsible verbal statement by a promoter or other person would not be enough ; otherwise, it seems impossible to reconcile Karherg's Case (g) with other cases (?). Rescission will be ordered, even in the absence of fraud, where the directors have issued a prospectus containing an untruthful report by an expert (A), and have failed to make it clear that they do not vouch for the statements made in such report (l). id) [18961 1 Ch. 178, 182. Co., [1914] 1 Ch. 542; Mair v. (e) [1892] 3 Ch. 1. Rio Grande Rubber Estates, [1913] (/) [1892] W. N. 146. A. C. 853. In some of these cases (g) [1892] 3 Ch. 1. the person making the report may (/() [1892] W. N. 94. be the agent of the company : cp. (i) E.g. Lynde v. Anglo-Italian Fatnatina Development Corporation, Hemp, etc., Co., [1896] 1 Ch. 178 ; [1914] 2 Ch. 271. Hilo Manufacturing Co. v. William- (I) British Burmah Co. (1887), 56 son (1911), 24 T. L. R. 164; Gib- L. T. 815; Btntley j). But the rule does not apply to a shareholder whose name is on the company's register. Before taking proceedings such a person may, where the case requires investigation, take a proper time so as to enable him to look into the matters in question (z), but subject to this a person who knows of his right to repudiate his shares must act at once (a). It will not be enough for the shareholder to write repudiating his shares (h), nor may he, in the absence of a definite agreement with the company to that effect (c), wait and see what is the result of other proceedings founded on the same misrepresentations as he complains of {d). Thus delays of a month and a half (e), of a that he is making no profit : Caven- way (1868), 7 Eq. 154; but cp. dish-Bcntinck v. Fenn (1887), 12 Taylor v. Oil and Ozokerite Co. A. C. 652, 671; Leeds and Hanley (1913), 29 T. L. R-. 515, where Theatresof Varieties, ll902]2Ch.809. Joyce, J., stated that in the cases (t) Wi7nbledon Olyinpia, [1910] 1 whererehef had been refused, so me - Ch.Q30;SoiithofEnglandNaturalGas thing had been done which induced and Petroleum Co., [IQll] 1 Ch. 573. the Court to believe that the plain- (u) See Nashv. Calthorpe, [1905] tiff had elected to keep his shares. 2 Ch. 237 ; Macleay v. Tait, [1906] (b) Kent v. Freehold Land Co. A. C. 24. (1868), 3Ch. 493; Hare's Case (1869), (x) Deposit Life Assurance Co. v. 4 Ch. 503. Ayscough (1856), 6 E. & B. 761. (c) Scottish Petroleum Co. (1883), (y) Aaron's Reefs V. Twiss, [1896] 23 C. D. 413; Ex parte Storey A. C. 273. (1890), 62 L. T. 791. (z) Central Railway of Venezuela (d) Shclton's Case (1893), 9 V. Kisch (1867), L. R. 2 H. L. 99. T. L. R. 13 ; Ashley's Case (1870), (a) Central Railway of Venezuela 9 Eq. 263. V. Kisch (1867), L. R. 2 H. L. 99; (e) Ogilme v. Currie (1868), 37 Heymann v. European Central Rail- L. J. (ch.) 541. Belief after Winding-up 275 month (/), and of twelve days((/) have in the special circumstances been held to be fatal. Any act Avhich amounts to an election, with full knowledge, to keep the shares will also be fatal (h); but it would seem that after a person has testified his election to repudiate his shares by issuing his writ he may with impunity do acts which would otherwise amount to an election to keep the shares {(). In the cases where the right to repudiate a voidable contract arises out of a divergence between the prospectus and the memorandum or articles of association, a shareholder is bound not only to take steps immediately on ascertaining his right so to do, but also to take immediate steps to make himself acquainted with the company's memorandum and articles of association. In these cases, therefore, steps to repudiate will have to be taken almost immediately after allotment {Jc). After a winding-up no relief can, in the case of a voidable contract to take shares, be given to a person on the register against the com- pany, unless proceedings have been commenced before the winding- up (/). In such case there cannot be a restitutio in integrum (m). This rule applies in a compulsory winding-up {n), when the winding up will be taken to commence on the date of the presentation of the successful petition (o) and in a voluntary winding-up (p), and it applies even when all the creditors have been paid {q). It has been extended so as to preclude rescission, and consequently an action for damages against the company also (r), where there is no winding- up, but the company has, before proceedings were commenced, (/) Taite'sCase{1867), 3Eq. 795. G. J. & S. 544; Stewart's Case \g) Scottish Petroleum Co. (1883), (1866), 1 Ch. 574 ; Stewart v. Austen 23 C. D. 413. (1867), 3 Eq. 299 is not law ; Oakes (li) Brigg's Case (1866), 1 Eq. v. Turquand (1867), L. R. 2 H. L. 483 ; Scholey's Case (1870), 9 Eq. 351 et seq. ; Dowries v. Ship (1868), 266 n. ; Sharpley v. Louth and East L. R. 3 H. L. 343. Coast Railway Co. (1876), 2 C. D. (Z) For a statutory exception to 663 ; Ex parte Shearman (1897), 66 this rule, see supra, p. 265. L. J. (cH.) 25, and contrast Ex parte (m) Western Bank of Scotland v. Hale (1886), 55 L. T. 670. Addie (1867), L. R. 1 H. L. Sc. 145 ; (i) Foulkes v. Quartz Hill Clarke v. Dickson (1858), E. B. & Mining Co. (1883), Cab. & E. 156; E. 148. Ex parte Edwards (1891), 64 L. T, (n) Oakes v. Turquand (1867), 561 ; but see the remarks on this L. R. 2 H. L. 325. in Tomlin's Case, [1898] 1 Ch. 104. (o) Whiteley's Case, [1900] 1 Ch. (k) Lawrences and Kincaid's 365 ; Kent v. Freehold Land Co. Case (1867), 2 Ch. 412 ; Wilkinson's (1868), 3 Ch. 493. Case (1867), 2 Ch. 536 ; Feel's Case (p) Stone v. City and County Bank (1867), 2 Ch. 674 ; Jackson's Case (1878), 3 C. P. D. 282. (1867), 16 L. T. 278. The earlier {q) Burgess's Case (ISSO), 15 CD. view that such contracts were void, 507. see Webster's Case (1866), L. R. 2 (r) Houldsworth v. City of Glasgow Eq. 741 ; Shijj's Case (1865), 2 Do Bank (1880), 5 A. C. 317. 276 The Contract of Membership stopped business (s). The fact tliat the company is insolvent at the time proceedings are started will not, if it has not then ceased to carry on its business, preclude rescission {t). A winding-up will not, hoAvever, preclude the right to rescission where a writ has been issued before the winding-up {u), or w^here in answer to an application for calls under Order 14, R. S. C, an aflS.- davit has been filed before winding up stating the deponent's in- tention to counterclaim for rescission {x). In these cases, notwith- standing the winding-up, the Court has power to order rectification of the register (y). It has been held that where, before winding-up, a shareholder successfully defends an action for calls on the ground of fraud he cannot, after winding-up, repudiate his shares {z) ; but this case was doubted by the Court of Appeal (x). Winding-up will not preclude relief where before it commenced there was a definite agreement between the applicant for relief and the com2:)auy providing that the applicant should stay his hand until the termination of proceedings then pending between the company and another applicant for relief, whose cause of action arose out of the same misrepresentations (a). A mere unenforceable under- standing will, however, not be enough to avaU the applicant {h), or an agreement between the company and other persons coupled with repudiation by the applicant (c), unless possibly where the directors have given notice that they do not intend to proceed with actions for calls while the proceedings for rescission are pending {d). In one case (e) rectification was granted after winding-up, where the shareholder had repudiated and the secretary of the company had returned his deposit moneys, but had, without his knowledge, left his name on the register. As directors of a company have, where there is a clear case for (s) Tennent v. City of Glasgow (a) PaivWa Case (1869), 4 Ch. Bank (1879), 4 A. C. 615. 497 ; NeilVs Case (1867), 15 W. R. {t) Carling v. London and Leeds 894 ; Scottish Petroleum Co. (1883), Bank (1887), 56 L. J. (ch.) 321. 23 C. D. 413 : Central Klondyke Co. (u) Smith's Case (1867), 2 Ch. (1898), 5 Mans. 282. 604, and sub notn. Reese River Silver (6) Scottish Petroleum Co. (1883), Alining Co. v. Sinith (1869), L. R. 4 23 C. D. 413. H. L. 64, and see Cocksedge v. (c) Hare's Case (1869), 4 Ch. 503. Metropolitan Coal Consumers (1891), {d) McNeill's Case (1870), 10 Eq. 64 L. T. 826, as to amending a state- 503, approved in Scottish Petroleum ment of claim after a winding-up Co. (1883), 23 C. D. 413 : and see order has been made in such cases. also Whitelcy's Case, [1900] 1 Ch. 365. (x) Whiteley's Case, [1900] 1 Ch. Ashley's Case (1870), 9 Eq. 263, was 365. similar in all respects to McNcilVs (y) Reese River Silver Mining Co. Case, supra, except that there had V. Smith (1869), L. R. 4 H. L. 61 ; been no express repudiation and Sussex Brick Co., [1904] 1 Ch. 598. consequently relief was not given. (2) Ex jmrte Stevenson (1868), 16 (f) Fox's Case (1868), 5 Eq. IS. W. R. 95. Common Law Liability of DikecToes 21 1 rescission, power to rectify the register without an order (/) directing them so to do, this case may possibly be supported on the ground that tlie company was estopped from saying the repudiating share- holder was a shareholder ; but considerable doubt was thrown on the case in the Scottish Petroleum Co. (g). Where shares have been allotted owing to a mutual mistake, the position seems to be the same as in misrepresentation cases (Ji). Where shares have been allotted to an infant, the allotment would seem to be voidable, and not void (^), and if the infant repudi- ates in time and has taken no benefit, he can recover the moneys paid {h). Eemedies for Misrepresentations against Directors AND Others. Directors, promoters, and other persons responsible for any statements made in a company's name will in certain cases be liable for those statements, on the principle that all persons directly con- cerned in telling untruths must be treated as principals (l). They may be liable, if they have made statements negligently, but only if they owe a special duty to the person aggrieved owing to the fiduciary relation in which they stood to him (m), or they may be liable on some collateral contract of warranty, but this would only arise where such warranty was intended by the parties, and such intention can be inferred from the circumstances sur- rounding the transaction (n). Except in such exceptional cases, the only action which, apart (/) Blake's Case (1865), 34 Beav. (h) Hamilton v. Vaughan-Sherrin, 039 ; see also Scottish Petroleum Co., [1894] 3 Ch. 589. ilfacZayan'sCose { 1882), 51 L.J. (CH.) (l) Henderson v. Locon (18G8), 5 841, where under a valid com- Eq. 249 ; Cullen v. IViomj^son's promise it was arranged that a Trustees (18G2), 4 Macq. 424. member's name should be taken (m) Nocton v. Ashburton, [1914] off the register, and this not having A. C. 932. It was said in this case been done before winding-up, relief (at p. 955) that such a duty might was given after. arise where directors were offering {g) (1883), 23 C. D. 413. shares to the existing shareholders {h) nartley''s Case (1875), 10 Ch. of their company. Though in 157; Darlington Forge Co. (1887), some cases directors may stand in 34 C. D. 522. a fiduciary relation to individual {i) EhheCs Case (1870), 5 Ch. shareholders : ^ZZm v. /jTyaW (1914), 302. The Infants' Relief Act, 1874, 30 T. L. R. 444, this is exesptional, seems to make no difference, as the and as a rule a director only stands contract is executed and not oxecu- in a fiduciary relation to the tory: Hamilton v. Vauglian-SIicrrin, company : Pprcm/Z v. TFrt^W, [1902] [1894] 3 Ch. 589 ; Lindloy on Com- 2 Ch. 421. panics, 0th Edition, vol. i. p. 50 ; (n) Heilbut, Symons db Co. v. Valentini V. Canali (1890), 24 Ihtckkton, [1913] A. C. 30. Q. B. D, 107. 278 The Contract or Membership from statute, lay against such persons was the common law action of deceit (o). This action lay where a person made a false statement knowing it to be false or recklessly, not caring whether it was false or true, and meaning that another person should act on it, and such other person did act on it, believing it to be true and was damaged by so acting (p). To consider these points somewhat more minutely : — It will be necessary in an action of this sort to show that the person sought to be made liable actually made the statement complained of, either personally or by means of some agent whom he instructed to make it. For instance, a director will not in an action of this nature be responsible for the false statements of his co-directors (q), or for false statements made by sub-agents of the company (r), unless it can be shown that he has concurred in such statements or failed in doing some act he ought to have done. It will be difficult for a director to escape on this ground, now that a signed prospectus must be filed. It will further be necessary to show that there was a false statement of an existing fact, or that a false impression as to an existing fact has been conveyed (s). A mere omission will not be enough, unless the effect of such omission be to make what is stated false (t). If the statement was true when made, and subsequently but before a contract to take shares made on the strength of it is completed becomes untrue, it will not be sufficient in an action of deceit (m). But a person cannot save himself in an action of this nature by showing that the document containing the false statement referred to other documents, which if they had been inspected would have shown the falsity of the statement complained of {x) ; or that the plaintiff's agent knew that the statement was false (?/). The second thing which must be shown in an action of this nature is that the person who made the false statement, or, if he was a mere agent, and his principal is sought to be made liable, his principal made such statement either knowing it to be false or what comes to the same thing recklessly not caring whether it was true or false. (o) Deny v. Peek (1889), 14 A. C. 6 H. L. 377 ; Aaron's Reefs v. Twiss, 337. [1896] A. C. 273. This statement ( p) Gerhard v. Bates (1853), 2 does not extend to the omission of E. & B. 476 ; Derry v. Peek (1889), things by statute required to be 14 A. C. 337. stated, these are subsequently con- {q) Cargill v. Bower (1879), 10 sidered. C. D. 502. (u) Arkwright v. Newbold (1881), (r) Bear v. Stevenson (1874), 30 17 C. D. 301. L. T. 502; Weir v. Barnett (1877), (x) Aaron's Reefs v. Tuiss,[l896] 3 Ex. Div. 32. A. C. 273. (s) See Seddon v. North Eastern {y) Wells v. Smith, [1914] 3 Salt Co., [1905] 1 Ch. 326. K. B. 722. (0 Peek V. Ourney (1873), L, R. Common Law Liability of Directors 279 The mere fact that the statement was made without reasonable grounds for believing it to be true will not be enough (2), In the case of an ambiguous statement it will be necessary to show that either the defendant meant it in the sense which is untrue(a), or presumably that he made it trickily meaning it to be understood in such a way as to convey an untruth. The third point that must be shown is that the statement was either made to the person injured or to some other with the intent that the person injured should act on it (&). Thus an untruth told without any intention that anyone should act on it, will not be fraudulent and will not entitle the person to whom it was told to base an action on fraud, even where he has acted to his detriment on the strength of such untruth (c). Again, it would appear that a statement made in a prospectus not issued for the benefit of persons buying on the market will give no right of action to such persons (d). A report made to shareholders will not give a right of action to non-shareholders unless the inten- tion was that such report should get into the hands of non- shareholders (e). An untruth told to the Stock Exchange authorities, with a view of obtaining an official quotation, will not give a cause of action to a person buying on the strength of such quotation, even though he knows all the requirements of the committee before granting an official quotation and buys because he assumes they have been complied with (/). In one case, however, a person who had been the recipient of a prospectus, subsequently, after reading a puff of the company in a newspaper at a time when no shares were being issued, bought shares on the market, and it was held that the prospectus was intended to influence persons buying on the market, and conse- quently that the purchaser was entitled to succeed in an action of deceit {g). This third requirement is in efiect " the malice," i.e. the intention to injure, which in such cases will usually be implied, and which is required in most actions of tort ; it has been described as the nexus which connects the plaintiff and the defendant (h). (2) Derry v. Peek (1889), 14 A. C. {d) Peek v. Ourney (1873), L. R. 337; see also Angus v. Clifford, fi H. L. 377. It is thought that tho [1891] 2 Ch, 449, where a statement fact that a prospectus has been as to tho defendant's behef, which filed as reqtured by the Act will was of course a question of existing mako no difference in this respect, fact, was carelessly made. (c) Scott v. Dixon (1859), 29 L. J. (a) Glasier v. Rolls (1889), 42 Ex. 62 n. C. D. 436. (/) Barry v. Croskey (1861), 2 (6) Peek v. Ourney (1873), L. R. J. & H. 1. 6 H. L. 377, citing Barry v. (g) Andrews v. Mockford, [1896] Croskey (1861), 2 J. & H. 1. 1 Q. B. 372. (c) Tackcy v. Mcbain, [1912] (/*) Cp. Read v. Friendly Society A. C. 186. of Co-operative Stonemasons, [1902] 280 The Contract of Membeeship Probably in the case of fraudulent statements in a statement in lieu of a prospectus {i), an action of deceit will lie against direc- tors, where the plaintifi has bought his shares from the company on the strength of such statement. The plaintifi in an action of deceit must also show that he has acted on the misrepresentation complained of and that he has been damaged by so acting (k). Such damage is not, as was stated, by Sir George Jessel in one case (1), an inference of law ; it is in each case a question of fact which must be decided by the jury or other tribunal trying the facts (m). It is not, however, necessary to call the plaintifi to say that he was misled ; in fact, as has been pointed out, when these actions were originally instituted the plaintifi could not give evidence in his own behalf (w) ; but the jury must be able to infer from the materiality of the misstatements or otherwise that the plaintifi would not, or at all events might not, have taken his shares if the misstatement had never been made (o). These inferences may be rebutted, as, for instance, where the tribunal trying the question is satisfied that the plaintifi bought his shares solely on the strength of a particular statement which was true (p), or that he made his own independent investigations and relied on them only {q). 2 K. B. 732, 739 ; such intention will be inferred, where injury is a natural consequence of the Act complained of. {i) Persona wilfully making in a statement in lieu of a prospectus a statement false in any material particular knowing it to be false are guilty of a misdemeanour and will be liable on conviction on in- dictment to imprisonment for a term not exceeding two years, VA^ith or without hard laboiu-, and on summary conviction to imprison- ment for a term not exceeding four montlis, with or without hard labour, and in either case in lieu of or in addition to iinprisonment to a fine ; such fine in ease of summarj' con- viction not to exceed £100 : Com- panies (ConsoUdation) Act, 1908, s. 281 ; Perjury Act, 1911, s. 5. In Scotland the prosecution must be at the instance of the Lord Advocate or a procurator fiscal as the Lord Advocate directs : Companies (Con- solidation) Act, 1908, 8. 276. {k) Bdlairs v. Twcier (1884), 13 Q. B. D. 562. (Z) Redgrave v. Hurd (1882), 20 C. D. 1. (m) Arnison v. Smith (1889), 41 C. D. 348 ; Smith v. Chadwick (1884), 9 A. C. 187 ; Aaron's Reefs v. Twiss, [1896] A. C. 273. (n) Smith v. Chadwick (1884), 9 A. C. 187. (o) Aarori's Reefs v. Twiss, [1896] A. C. 273 ; Arnison v. Smith (1889), 41 C. D. 348 ; Smith v. Chadvnch (1884), 9 A. C. 187; Macleay v. Tait, [1906] A. C. 24; ls!ash v. Calthorpe, [1905] 2 Ch. 237 ; Shep- heard v. Bray, [1906] 2 Ch. 235. See, however, the remarks of the Court of Appeal in this case, [1907] 2 Ch. 571 ; Cackett v. Keswick, [1902] 2 Ch. 456 ; and see also Smith v. Land and House Property (1885), 28 C. D. 7. (p) Baty V. Keswick (1901), 85 L. T. IS. {q) Redgrave v. Hurd (1882), 20 C. D. 1 ; Attwood v. Small (1838), 6 CI. & Fin. 232. Statutuky Liability of Directors 281 Where the plaintifE relies on an ambiguous statement, it is for him to show the sense in which he understood it (r). These actions do not survive against the executors of a deceased person unless the estate of the deceased has been benefited by the fraud complained of {s) ; they will not be barred by laches or because the company, whose shares were taken, is in winding-up, but only by the lapse of the statutory period of six years from the discovery of the fraud (^). The decision in Derry v. Peek {u) that it was necessary to make a case of fraud against persons responsible for misrepresentations in a prospectus was thought to unduly favour such persons, and conse- quently the Directors' Liability Act, 1890, was passed. This Act is incorporated with slight modifications in the present Act (x). Now, where a prospectus {y) invites persons to subscribe for shares in or debentures or debenture stock of a company (1) every person who is a director of the company at the time of the issue of the prospectus, and (2) every person who has authorized the naming of him and is named in the prospectus as having agreed to become a director either immediately or after an interval of time, and (3) every promoter (z) of the company, and (4) every person who has authorized the issue of the prospectus {a) will be liable to pay compensation to all persons who subscribe for any shares or debentures or debenture stock on the faith of such prospectus (b) for the loss or damage they (r) Smith v. Chadwick (1884), 9 tion of the company : Companies A. C. 187. (Consolidation) Act, 1908, s. 84 (5). (s) Peek V. Gurney (1873), L. R. (o) In Howell v. Dering (1914), 6 H. L. 377. The test of whether Titnes Newspaper, May 30th, the the estate has benefited is whether action was against the company's property or the proceeds, or value brokers, and Bailhache, J., ex- of property, belonging to another, pressed the opinion that a person have been appropriated by the could only be said to have " autho- deceased person and added to his rized " the issue of a prospectus own estate : Phillips v. Homfray where they had had an opportunity (1883), 24 C. D. 439. of checking its contents, as wovild (t) Redgrave v. Hurd (1882), 20 be the case with an issuing house, C. D. 1. but not with bankers or brokers (m) (1889), 14 A. C. 337. whose names appeared on tho (a;) Companies (Consolidation) prospectus. He left tho question Act, 1908, s. 84. of whether the brokers had or had (y) For definition of prospectus, not authorized the issue of the seoibid.,s.2H5,8upra,p.25'3,noto(n). prospectus to the jui-y, who found (2) " Promoter " for tho purposes that they had not ; see report of of this section means a promoter who this case on another point, [1915] was a party to the preparation of 1 K. B. 54. tho prospectus or notice or of the (6) This will not include persons portion thereof containing tho un- who have agreed to take shares on true statement, but does not include tho faith of a proof of the prospectus any person by reason of his acting and before tho prospectus itsolf was in a professional capacity for per- issued : Dysler, Nalder c& Co. v. sons engaged in procuring tho forma- Leaver (1915), 140 L. T. Jo. 50. 282 The Contract of Membership may have sustained by reason of any untrue statement therein or in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith unless it is proved — 1. With respect to every untrue statement not purporting to be made on the authority of an expert (c), or of a public official docu- ment or statement that he had reasonable ground {d) to believe and did up to the time of the allotment of the shares or debentures, as the case may be, believe that the statement was true ; and 2. With respect to every untrue statement purporting to be a statement by or contained in what purports to be a copy of or extract from a report or valuation of an expert that it fairly represented the statement, or was a correct and fair copy of or extract from the report or valuation ; but the director, person named as director, promoter, or person who authorized the issue of the prospectus will be liable to pay the compensation above mentioned if it is proved that he had no reasonable ground to believe that the person making the statement, report, or valuation was competent to make it ; and 3. With respect to every untrue statement purporting to be a statement made by an official person or contained in what purports to be a copy of or extract from a public official document that it w^as a correct and fair representation of the statement or copy of or extract from the document. Further, a person may protect himself in an action under the section by showing that though he had consented to become a director he withdrew such consent before the issue of the prospectus, and that it was issued without his authority or consent ; and any person rendered liable under the section may defend himself by showing (1) That the prospectus was issued without his knowledge or con- sent, and that on becoming aware of its issue he forthwith gave reasonable public notice (e) that it was issued without his knowledge or consent ; or by showing (2) that after the issue of the prospectus and before allotment thereunder he, on becoming aware of any (c) The expression " expert " in 2 Ch. 21 ; but it is no ground of this section includes engineer, valuer, defence to say he believed a state- accountant and any other person ment to be true if he knew all tho whose profession gives authority to a facts but took an erroneous view statement made by him : Companies of the law : Shepheard v. Broome, (Consolidation) Act, 1908, s. 84 (5). [1904] a. C. 342 ; or that he relied It will be noticed that this definition on statements made by the pro- does not purport to be exhaustive. meter to him, or on the fact that {d) A person to whom this Act other directors had, after making applies may rely on the statements inquiries, signed the prospectus : of others whose duty it is to keep Adams v. Thrift, [1915] 1 Ch. 557 ; him informed, such as independent [1915] 2 Ch. 21. solicitors or accountants, employed (e) A statement in liis defence by the company : Stevens v. Hoare to an action on the prospectus will (1904), 20 T. L. R. 407 ; Adams not be sufficient : Drincqbier v. V. Thrift, [1915] 1 Ch. 557; [1915] Wood, [1899] 1 Ch. 393. Statutory Liability of Directors 283 untrue statement therein, withdrew his consent thereto, and gave reasonable public notice of the withdrawal and of the reason therefor. Where a company existing on the eighteenth day of August, one thousand eight hundred and ninety, has issued shares, debentures, or debenture stock and for the purpose of obtaining further capital by subscriptions for shares, debentures, or debenture stock issues a prospectus, a director will not be liable in respect of any statement therein, unless he has authorized the issue of the prospectus or has adopted or ratified it. Where the prospectus contains the name of a person as a director of the company, or as having agreed to become a director thereof, and he has not consented to become a director (/), or has withdrawn his consent before the issue of the prospectus, and has not authorized or consented to the issue thereof, the directors of the company, except any without whose knowledge or consent the prospectus was issued, and any other person who authorized the issue thereof, will be liable to indemnify the person named as aforesaid against all damages, costs, and expenses to which he may be made liable by reason of his name having been inserted in the prospectus, or in defending himself against any action or legal proceedings brought against him in respect thereof. Every person who by reason of his being a director, or named as a director or as having agreed to become a director, or of his having authorized the issue of the prospectus, becomes liable to make any payment under this section may recover contribution, as in cases of contract, from any other person who, if sued separately, would have been liable to make the same payment, unless the person who has become so liable was, and that other person was not, guilty of fraudulent misrepresentation. These last words seem to do away to some extent with the decision in Gerson v. Simpson (g), which established that the Directors' Liability Act had, even in cases of fraud, done away with the old rule, that there could be no contribu- tion between joint tortfeasors (h) in prospectus cases. In these cases the third party procedure provided by 0. 16, R.S.C., can be utilized. Claims against a company and its directors may be joined in one action (i), and several persons who have been deceived by the same prospectus may be co-plaintiffs {k). Where a plaintiff succeeds in showing that the prospectus contains misrepresentations and that (/) Even apart from this section (1799), 8 T. R. 186. a person can restrain the use of his (i) Franhcnhurg v. Great Horseless name whore he has not consented Carriage Co., [1900] 1 Q. B. 504 ; to act as director ; Routh v. Webster and cp. Oower v. Couldridge, [1898] (1847), 10 Beav. 562 ; Walter v. 1 Q. B. 348. Ashton, [1900] 2 Ch. 282. {k) Drincqhier v. Wood, [1899] 1 (g) [1903] 2 K. B. 197. Ch. 393 ; and see iStroud v. Lawson, (/i) See Merrywcather v. Nixan [1898] 2 Q. B. 44. 284 The Contract of Memberhhip he was damaged by them, but fails to show that the defendant is liable and the action is dismissed with costs, the plaintifi will not be entitled to any costs, as the issues are not separate (1). Warrington, J., has held (w) that an action for contribution under the section would lie against the executors of a deceased director, and sums paid to the plaintiff in the action on the prospectus for costs would be included in such contribution, but not any costs of an appeal, or any costs incurred by the person claiming contribution in the previous action. An action by a shareholder for compensa- tion under the section will, however, not lie against the estate of a deceased director unless such estate has benefited, and the estate will not be considered to have benefited merely because the deceased received underwriting fees and remuneration as a director (w). The effect of the section in the case of directors, promoters, and persons who are with their authority named as directors in a prospectus, would seem to be to render such persons absolutely liable for every statement in a prospectus unless there is something ill the section to relieve them of such liability (o). Actions under the section will probably be statute barred at the end of six years from the time when the cause of action arose — but they are not actions for penalties within the meaning of the Civil Procedure Act, 1833 — and so will not be barred at the end of two years from that time (j)). If the requirements of section 81 of the Act as to the contents of a prospectus are not complied wath, a director or other person responsible for the prospectus will not incur any liability by reason of the non-compliance if he proves, (a) as regards any matter not disclosed, he was not cognisant thereof, or (6) the non-compliance arose from an honest mistake of fact on his part. In the event of non-compliance wnth the requirements contained in paragraph (m) of sub-section (1) of section 81 of the Act (disclosure of interest of directors), no director will incur any liability unless it (I) Howell v. Dering, [1915] 1 boon the view of Warringtox, J., K. B. 54. in Shcpheord v. Bray, [1906] 2 Ch. (m) Shepheard v. Bray, [190G] 2 235, but he had there to decide not Ch. 235, but see the remarks of the on compensation to a shareholder. Court of Appeal (where the case but on contribution between persons was ultimately compromised), [1907] who had been held liable to make 2 Ch. 571. The Court of Appeal compensation; see supra, p. 2S1, probably doubted whether such an note (s), as to when an estate will action would lie against personal have benefited by a wrongful act. representatives : see S. C. 70, L. J. (o) For orders declaring liability Cli. 692 ; but see the remarks of and oi-dering contribution, see infra, Sargant, J., in Gcipel v. Peach, pp. 291 ct scq. [1917] 2 Ch. 108. (p) Thomson v. Lord Clanmorris, (n) Oeipel v. Peach, [1917] 2 Ch. [1900] 1 Ch. 718. 108. This would seem also to have Form of Prospectus 285 is proved that he liad knowledge of the matters not disclosed (q). Non-compliance with the provisions of section 81 of the Act will, moreover, only aiford a ground of action to a person who has been damaged by such non-compliance {r). The section does not limit or diminish any liability which any person may incur under the general law or under the Act apart from the section {s). FORM OF PROSPECTUS (ss). The special permission of the committee of the Stock Exchange for dealing with the shares now oilered for subscription on allotment has been obtained. The subscription Hst will be opened on day of , 19 and will close on or before day of 19 , A copy of this prospectus has been filed with the Registrar of Joint Stock Companies. The Company, Limited. (Incorporated under the Companies Acts, 1908 to 1917.) Capital £100,000 Divided into 50,000 6 per cent, cumulative preference shares of £1 each, aud 50,000 ordinary shares of £1 each. Issue of 50,000 6 per cent, cumulative preference shares of £1 each at par, payable 2 Shillings per share on apphcation, 2 Shilhngs per share on allotment, and the balance as and when called for and of 20,000 6 per cent, registered debentures of £100 each, all of which are now offered for subscription, at £95 per cent., payable £25 per cent, on apphcation. £25 per cent, on allotment and £45 per cent on the 19 , DiRECTOKS. [Names, addresses, and descriptions of directors or proposed directors.] Tkustees for Debenture Holders. Secretary. Bankers. Solicitors. Auditors. [The names and addresses.] Offices. {q) Companies (Consolidation) should, however, be borno in mind Act, 1908, s. 81 (6). that certain of these requirements (r) Cp. South of England Natural do not apply where the prospectus Gas and Petroleum Co., [1911] 1 Ch. is issued more than a year after the 573 ; Blair Open Hearth. Furnace company is entitled to commence Co., [1914] 1 Ch. 390. business or is published as a news- («) Com{)anics (Consolidation) paper advertisement, and that the Act, 1908, s. 81 (9). rest of such requirements have no («.?) This prospectus sets out all application to transactions more the statutory requirements. It than two years old. 286 The Contract of Membership Peospectus. The company has been formed (or where there is a new issue of shares or debentures. "Theobjectof this issue is") [here set out with particularity the object for which the company has been formed, as e.g. to acquire a particular business or the objects of the contemplated issue and any particulars which it may be considered advisable to set out, e.g. the working prospects, the profits made, or the dividends paid in past years, and any copies of or extracts from pubUc official documents, reports of valuers, or accountants or other experts [t) as to the value of the company's property ~ any property the company is to acquire or on any other matter, e.g the person if any who is to be managing director or manager and the terms of his employment]. The preference shares of the company confer a right to a 6 per cent, cumulative preferential dividend, and to priority on a return of capital in a winding-up. The debentures are secured by a trust deed dated 19 , and made between the company of the one part and A.B. and CD. of the other part, creating a first specific charge on the freehold and leasehold property of the company and a floating charge on the imdertaking and remaining assets of the company including its uncalled capital for the time being and the company has not power to create any mortgage or charge ranking 'pari passu with or having priority to the debentures. The company may redeem any of the debentures at any time after the day of 19 , by giving six months' notice of its intention so to do to the registered holders of such debentures — and the principal moneys and interest secured by the debentures will be imme- diately payable in the events specified in such debentures. Interest on the debentures will be paid by equal half-yearly payonents on the day of and the day of in each year. The fixst of such payments to be made on the day of next. Each debenture may at the option of the holder be paid up in full at any time before the day of . next, and all interest will be calculated from the date or dates when pa3Tnent was made. As soon as payment in full has been made in respect of any debenture, the allotment letter and provisional receipts may be exchanged for such debenture. Certificates for the preference shares Anil be issued as soon as possible and on such issue every person entitled to a certificate will be notified of the fact and will receive his certificate in exchange for his allotment letter and the provisional receipts for the moneys payable on appUcation and allotment in respect of the shares mentioned in such certificate. The minimum subscription on which the directors may proceed to allotment is 50,000 shares of £1 each. Since the incorporation of the company, two offers of shares have been made. The amounts offered on such occasions (respectively) were 20,000 ordinary shares of £1 each and 500 ordinary shares of £1 each. All the shares so offered were actually allotted and are now fully paid up (or as may be). Of the preference shares now offered for subscription, 20,000 have been underwritten at a commission at the rate of 5 per cent, on the nominal value (t) See s. 84 of the Act, pp. 282 et seq., ante, as to these. Form of Prospectus 287 of the shares and two-thirds of the debentures {u) now issued have been underwritten at a commission at the rate of 5 per cent, on the nominal value of such debentures. The number of shares fixed by the articles of association of the company as the quahfication of a director is [here set out the substance of the article if any, deahng with this matter] and the following pro\'isions are made in such articles of association for the remuneration of the directors of the company are [here set out any articles which deal with the remuneration of directors or managing directors, or the payment of their travelling expenses, or give power to pay such remuneration under given circum- stances and other like articles]. The following contracts have been entered into : — (1) A contract dated the day of 19 , between A.B. of and CD. of whereby the said A.B. agreed to sell the business of a heretofore carried on by liim at for £ payable as to £ in cash as to £ in fully paid ordinary shares of £ each and as to £ in debentures £ of such consideration is payable for goodwill. (2) A contract dated the day of 19 between the said CD. and the Company whereby the said CD. agreed to sell the property comprised in the said last mentioned agreement for £ payable as to £ in cash as to £ in fully paid ordinary shares of £ each and as to £ in debentures of which £ was payable for goodwill. (3) A contract dated and made between E.F. of the one part and the company of the other part. Whereby the said E.F. agreed to serve the company as manager for a period of years at a salary of £ per annum. Copies of the above contracts and of the memorandum and articles of association and of the trust deed and of one of the debentures can be in- spected at during business hours any day before the closina of the subscription list. Except as above mentioned the company has not issued any shares or debentures for a consideration other than cash. CD. is the promoter of the company and he is to receive £ in consideration of liis pajdng the prehminary expenses of the company which include duties on registration law costs printing advertising stamps commission for underwriting payable as above a brokerage of on each debenture and of on each share allotted in respect of apphcations on brokers stamped application forms [and not being appli- cations by underwriters or in direct relief of underwriting] etc. such preliminary expenses are estimated at £ (m) It is a condition precedent applied for by and unconditionally to an application for an official allotted to the public, shares or quotation on the Stock Exchange securities granted in liou of money that two-thirds of tho amount pro- payments not being considered to posed to be issued of any class of form a part of such imbhc allotment, shares or securities whether such but such shares and securities are issue be the whole or a part of the taken into account in ascertaining authorized amount shall have been the amount proposed to be issued. 288 The Contract of Membership The following directors are interested in the promotion of the company namely — ^the said A.B. as the former owner and vendor of the property comprised in the above mentioned contract of 19 to the extent of £ cash and £ debentures, X.Y. as an under- writer of shares at the commission above mentioned. Every ordinary share confers one vote at every meeting of the company and every preference share one vote at every meeting of the company • where a special or an extraordinary resolution is to be passed or confirmed. A copy of the Memorandum of Association of the Company will be found printed in the fold of tliis prospectus. There are no founders, management or deferred shares (x). Applications for allotment should be made on the accompanying form and should together with a cheque for the application moneys be forwarded to the Bankers of the Company. Should no allotment be made all moneys paid on appU cation will be returned in full and where the number of shares or debentures allotted is less than the number applied for the surplus of such mone3's will be applied towards payment of the moneys payable on allotment on the shares and debentures allotted and the balance if any will be returned. Failure to pay at the due date any instalment on shares or debentures allotted will render the allotment liable to cancellation and all previous payments liable to forfeiture — or the company may at its option charge interest at the rate of 6 per cent, per annum from the date when the in- stalment became payable until the actual date of payment. AppUcation will be made in due course to the committee of the Stock Exchange for an official quotation for the shares and debentures of this issue. Copies of tliis prospectus can be had from the Brokers Bankers and SoUcitors of the Company. Dated 19 [The contents of the memorandum with the names, descriptions and addresses of the signatories and the number of shares subscribed for by them respectively will be set out in the fold.] APPLICATION FORM. No. The Company Limited (Incorporated under the Companies Acts, 1908 to 1917.) Capital £ Divided into preference shares of £ each and ordinary shares of £ each. Application Form. To the Directors of the Company Limited. Gentlemen, Having paid to the Company's Bankers Messrs. the sum of £ being a deposit of 55. per share on [preference] shares of (x) Where there are founders or extent of the interest of the holders management or deferred shares on the property and profits of the their number and the nature and company must be set out. Application Foem 289 £ each in the above mentioned company I request you to allot me that number of the said shares upon the terms of the prospectus dated 19 and subject to the provisions of the Memorandum and Articles of Association of the Company, and I hereby agree to accept such shares or any smaller number that may be allotted to me upon the terms and subject to the provisions aforesaid and to pay the further sum of per share or in the event of all the shares I am applying for not being allotted such further sum as may pursuant to the terms of the said prospectus bo payable by me on allotment and the balance of the sums payable in respect of SHch shares as and when called up and I authorize you to enter my name on the register of members of the company as the holder of such shares. [In consideration of this apphcation you are to allot to me ^ any nominee or nominees of mine such further [preference] shares of £ each in the capital of the company not exceeding in number the number of shares which you may now allot me as at any time or times before 19 I ^ such nominee or nominees majy apply and pay for at par] (2). Ordinary Sigiiature Names in full Address Description No. The Company Limited. Receipt for Payment on Application for Shares. Received tliis day of 19 from the sum of £ being a deposit of £ per share on a^jphcation for shares in the capital of the above mentioned company. £ : : . Stamp. This receipt must be preserved to exchange for the share certificate. ALLOTMENT LETTER. The Company Limited. (Incorporated under the Companies Acts, 1908 to 1917.) Capital £ Divided into preference shares of £ each and ordinary shares of £ each. Allotment Letter, No. To Esq. Sir, In answer to your ap[)lication for shares in this Company I have to inform you that the directors have allotted you [preference] shares {z) The words in brackets will bo option of taking further shares. inserted where the allottee has an S.C.L. 19 290 The Contract of Membership numbered to both inclusive [and that they will allot you °^ any nominee or nominees of yours such further [preference] shares of £ each in the capital of the company not exceeding in number the shares now allotted to you as at any time before 19 you — your nominee or nominees may applj^ and pay for at par]. The amounts payable on appUcation and allotment are Deposit of per share on shares allotted £ Further payment of per share due on allotment £ Together £ Deposit paid by you on application ... £ Balance due by you ... £ I have to request that j'ou will pay such sum to Messrs. the Company's Bankers at [A form of renunciation accompanies this letter.] You will be notified when the Share certificates for the shares allotted to you are ready for issue and at any time after such notification you will be entitled to receive your certificate in exchange for this letter and the banker's receipts for the moneys payable by you on application and allotment (a). Dated [fid- Secretary. No. The Company Limited. Receipt for B.vlance due on Allotment of Shares. Received this day of 19 from the sum of £ being the balance of the moneys payable on the allotment of shares in the above mentioned Company. £ : : . [id^ This receipt must be preserved to exchange for the share certificate. LETTER OF RENUNCIATION. The Company limited. (Incorporated under the Companies Acts, 190S to 1917.) Capital £ Divided into Preference Shares of £ each and ordinary shares of £ each. (a) Letters of allotment, even adhesive stamp which must be •when for a fractional part of a cancelled bythe person who executes share, must have a 6d. stamp the letters may be used : Stamp Act, where the total nominal amount 1891, as amended by Finance Act, allotted is £5 or over; in other 1899, s. 9, and Revenue Act, 1909. cases there will be a Id. st&vap. An Orders against Directors 291 Letter of Renunciation. To the directors of the Company Limited. Gentlemen, I hereby renounce of the shares allotted to me as stated in the letter of allotment dated and sent by you to me in favour of CD. of and request you to register of the said shares in his name. Dated Signed A.B. hd.^ (c) I hereby agree to accept of the shares referred to in the above letter and authorize you to register such shares in my name upon the terms contained in the memorandum and articles of association of the company (6). Signed CD. ORDER UNDER SECTION 38 [NOW REPEALED] OF THE COM- PANIES ACT, 1867, AND THE DIRECTORS' LIABILITY ACT, 1890 [NOW REPEALED AND RE-ENACTED BY SECTION 84 OP THE COMPANIES (CONSOLIDATION) ACT, 1908]. {Title ami Formal Parts.) This Court doth declare that the prospectus of the L. & N.B. Ltd. in the Statement of Claim referred to must be deemed fraudulent as regards the plaintiff within the meaning of section 38 of the Companies Act 1867 on the part of the defendants all of whom knowingly issued the same by reason of it not having specified the dates of and the names of the parties to the contracts referred to in paragraphs 5, 6, and 7 of the Statement of Claim and that the plaintiff is entitled to damages for the said fraud under the said section and that as against all the defendants the plaintiff is entitled under the Directors' Liability Act 1890 to compensation by reason of the untrue statements macfe by the said defendants in the said prospectus and referred to in paragraph 9 of the Statement of Claim and it is ordered that an inquiry be made what sum by way of compensation ought to be awarded to the Plaintiff on the footing of the said declarations for the loss or damage sustained by him by reason of his having taken 400 shares of £10 each in the said Company on the faith of such prospectus having regard to the price paid by liim for the said 400 shares and the real value of such shares at the time of allotment and it is ordered that the defendants do pay to the plaintiff his costs of tliis action including therein the costs of the plaintiff's examination de bene esse such costs to be taxed by the Taxing (c) In the case of letters of re- tion, though contained in the same nunciation of shares or fractions of document. An adhesive stamp may shares a 6d. stamp must be used be used, it must be cancehcd by except where the nominal amount the person executing the letter : is less than £5, in which case there Stamp Act, 1891, as amended by must be a Id. stamp. Separate Finance Act, 1899, s. 9, and Revenue duties are chargeable in respect of Act, 1909, s. 9. letters of allotment and renuncia- 292 The Contract of Membership Master and the parties are to be at liberty to apply as there may be occasion. [Broome v. Speajc, 1901, B. 5284, Buckley, J., April 30th, 1902, [1903] 1 Ch. 586, [1904] A. C. 342.] FORM OF ORDER FOR CONTRIBUTION UNDER SECTION 84 (4). {Title and Formal Parts.) , . . declare that the plaintiffs respectively are entitled to contribu- tion from the estates of G.B. T.G. and W.W.O. all since deceased in the Statement of Claim mentioned respectively to the pa5^ments made by them respectively in respect of the following matters namely First Compensa- tion to persons who subscribed for shares on the faith of a prospectus mentioned in the first paragraph of the Statement of Claim the amount of such compensation not to exceed 155. per share but tliis is not to extend to any moneys paid into Court in actions which are still pending Secondly The costs of the plaintiffs in the action of Broome v. Spealc in the pleadings mentioned up to and including judgment as well as his costs of the inquiry directed by such judgment and the reference to Mr. C.E.C.H. and E.G. Tliirdly Costs paid to other persons who apphed for shares as afore- said whether under judgments in actions brought by them respectively or by agreement together with interest on the amounts that such estates respectively are liable to contribute as aforesaid at the rate of 4 p.c. p. a. as from the dates when the payments in respect of which such estates are so liable to make contribution were made by the plaintiffs respectively And it is ordered that the following accounts and inquiries be taken and made (1) An inquiry what sums have been paid by the plaintiffs re- spectively in respect of the several matters aforesaid (2) An inquiry how much is due from the estates of the said B. and of the said G. respect- ively to each of the plaintiffs for principal and interest having regard to the number of other persons Uable to make the said payments and to the insolvency of the estate of the said W.M.O. !ind of the estate of the defendant W.D.C. since deceased and all sums received from such last mentioned estates or either of them or from the defendants R.M. H.M. and W.D.G. or any of them And it is ordered that what on making the said inquiries shall appear to be due from the estates of the said G.B. and T.G. be answered bj' the defendants their respective executors out of their assets in due course of administration And it is ordered that in case the defendants the executors of the said G.B. do not admit assets for that purpose or for the purpose of paying the costs hereinafter directed to be paid by them as such executors an account be taken of the personal estate of the said G.B. come to the hands of the defendants J.W.C. T.G. A.B. or any of them or of any other person or persons by the order or to the use of the said defendants or any of them [here follow similar directions with regard to the estate of T.G.] iVnd it is ordered that the defendants J.W.C. T.G. and A.B. as executors of the G.B. and the defendants E.O.S. G.B. and J.W.C. as executors of T.G. and the defendant Y.E.W. as executrix of the said W.M.O. pay to the plaintiffs their costs of this action up to and including judgment but not including the costs of the motion to vary the minutes such costs to be taxed by the Taxing Master and tliis Court doth Orders against Directors 293 reserve all costs subsequent to this judgment and the parties are to be at liberty to apply as there may be occasion. \_Shepheard v. Bray, 1904, S. 2354. Waerington, J., July 17th, 1906, reported [1906] 2 Ch. 235 {d).} {d) Doubt was thrown on this difficulty the Court felt in holding decision on apjjeal, where it wag that s. 84 (4) applied to executors compromised. See [1907] 2 Ch. of deceased directors ; but see GVipc^ 571. The Law Journal report, v. Peach, [1917] 2 Ch. 108. It is 76 L. J. (ch.) 092, indicates that thought, however, that the order this doubt arose owing to tho inay be useful as a precedent. CHAPTER V. Shares. Annual List of Members and Summary. Every company having a share capital must once at least in every year make a list of all persons who, on the fourteenth day after the first or only ordinary general meeting in the year, are members of the company, and of all persons who have ceased to be members since the date of the last return or (in the case of the first return) the incorporation of the company (a). The list must state the names, addresses, and occupations of all the past and present members therein mentioned, and the number of shares held by each of the existing members at the date of the return, specifying shares transferred since the date of the last return or (in the case of the first return) of the incorporation of the company by persons who are still members and have ceased to be members respectively and the dates of registration of the transfers, and must contain a summary distinguishing between shares issued for cash and shares issued as fully or partly paid up otherwise than in cash, and specifying the following particulars : — (a) The amount of the share capital of the company, and the number and amount of the shares into which it is divided ; {h) The number of shares taken from the commencement of the company up to the date of the return ; (c) The amoimt called up on each share ; {d) The total amount of calls received; (e) The total amount of calls unpaid ; (/) The total amount of the sums (if any) paid by way of com- mission in respect of any shares or debentures (&), or allowed by way of discount in respect of any debentures since the date of the last return ; {g) The total number of shares forfeited ; (a) Where undivided profits have the request of shareholders under been returned to members under that section ; see infra, p. 307. section 40 of the Companies (Con- (6) The expression " deben- soHdation) Act, 1908, the company tures " includes debenture stock : must specify in the annual list of Companies (Consolidation) Act, members the amount retain'id at 1908, s. 285. 296 Shares (//) The total amount of shares or stock for which share warrants are outstanding at the date of the return ; (?) The total amount of share warrants issued and surrendered respectively since the date of the last return ; (/.;) The number of shares or amount of stock comprised in each share warrant ; {I) The present Christian names, surname, any former Christian names or surname, the nationality, the nationality of origin (if other than the present nationality), the usual residence, and the other business occupations (if any) of every person who at the date of the return is a director of the company, and of every person who occupies the posi- tion of a director, and of every person in accordance with whose directions or instructions the directors of the com- pany are accustomed to act. (??i) The total amount of debt due from the company in respect of all mortgages and charges which are required (or in the case of a company registered in Scotland, which if the company had been registered in England would be required) to be registered with the Registrar of Joint Stock Companies under the Act or which would have been required to be so registered if created after the 1st day of July, 1908. The summary must also include a statement made up to such date as may be specified in the statement, in the form of a balance sheet, audited by the company's auditors and containing a sum- mary of its share capital, its liabilities, and its assets, giving such particulars as will disclose the general nature of such liabilities and assets, and how the vahies of the fixed assets have been arrived at, but the balance sheet need not include a statement of profit and loss (c). Probably it is not necessary for each item of the fixed assets to be separately valued, but separate figures should be given where diSerent considerations apply to different classes of assets, and goodwill should not be included in one item with the other assets, if its value has been arrived at in a different way. The expression " fixed assets " would ajDpear to mean the fixed capital employed in a business in a particular year {d), (c) Companies (Consolidation) under that Act, which have de- Act, 1908, s, 26 (1), (2), and (3), posited accounts and a balance sheet as amended by Companies Act, as required by that section, and 1913, s. 1, and Comjianies (Parti- have sent a copy of them to the culars as to Directors) Act, 1917, Registrar of Joint Stock Companies, ss. 1 and 3. See s. 7 of the (d) Galloway v. Schill Seebolun £ discount since the date of last summary J Total amount (if any) paid on § shares forfeited £ * When there are shares of different kinds or amounts {e.g. preference and ordinary, or £10 or £5), state the numbers and nominal values separately. ti Where various amounts have been called, or there are shares of different kinds, state them separately. X Include what has been received on forfeited, as well as on existing, Bhares. § State the aggregate number of shares forfeited (if any). 300 Shares Total amount of shares and stock for which share / Shares £ warrants to bearer are outstanding t Stock £ Total amount of share warrants to bearer issued r j ^ n and surrendered respectively since date < _, -, , „ . , ^ i. ^ 1 Surrendered £ of last summary v. Number of shares or amount of stock com- / Number of shares prised in each share warrant to bearer I Amount of stock £ Total amount of debt due from the company in respect of all mortgages and charges which are required (or, in the case of a company registered in Scotland, wliich, if the company had been registered in England, would be required) to be registered with the registrar of companies, or wliich would require registration if created after the first day of July nineteen hundred and eight. Note. — Banking companies must add a list of all their places of business. The return must be signed at the end by the manager or secretary of the company. Presented for filing by * Statement in the form of a balance sheet made up to the day of 19 (gg), containing the particulars of the capital, liabilities, and assets of the company. * This statement is not required from a " private company " within the meaning of section 121 (1) of the Companies (Consohdation) Act, 1908, as amended by the Companies Act, 1913, which complies with the pro- visions contained in its articles by which it is constituted a private company. But section 1 (3) of the Companies Act, 1913, requires that every private company shall send with this return a certificate signed by a director or the secretary that the company has not, since the date of the last return, or in the case of a first return since the date of the incorpora- tion of the company, issued any invitation to the public to subscribe for any shares or debentures of the company ; and where the list of members discloses the fact that the number of members of the company exceeds fifty, also a certificate so signed that such excess consists, as the case may bo, wholly of persons who are in the employment of the company -^ ot (go) There is nothing in the Act of Trade could, under the powers to prevent a company fixing on a conferred by section 118 of the Act, date many years before the return ; issue a form prescribing the period but it is submitted that the Board within which such date must occur. Annual List of Members and Summary 301 persons who having been formerly in the employment of the company, wore while in such employment and have continued after the determination of such employment to be members of the company. Names, etc., of the * directors of the Company, Limited, on the day of 19 f The present Christian name or names and surname. J Any former Christian name or names or surname. Nation- ality. Nationality of origin (if other than the present nationality). Usual resi. deuce. Other business octnpatiun(8) if any. * "Director" includes any person who occupies the position of a director and any person in accordance with whose directions or instructions the directors of a company are accustomed to act. f Christian name includes any forename. In the case of a peer or a jjcrson usually known by a British title different from his surname, the title by which he is known must be substituted for his surname. J In the case of a natural-born British subjects, a former Christian name or surname should not bo shown where that name or surname has been changed or disused before the person bearing the name had attained the ago of eighteen years ; and in the case of a married woman the name or surname by which she was known previous to the marriage should not be given. List of Persons holding shares in the Company Limited, on the day of 19 , and of persons who have held shares therein at any time since the date of the last return, or (in the case of the first return) of the incorporation of the company, showing their names and addresses, and an account of the shares so held. Names, addresses, and occupations. Folio in register ledger containiug particulars. Surname. Christian name. Address. Occupatioij. 302 Shares Account of Shares. ♦Number of shares held by existiuK members at date of return. JParticulars of shares transferred since the date of the last return, or (in the case of the first return) of the incorporation of the company, by persons who are still members. t Particulars of shares transferred since the date of the last return, or (in the case of the first return) of the incorporation of the company, by persons who have ceased to be members. Remarks. Number.t Date of registra- tion of transfer. Number.t Date of registra- tion of transfer. * The aggregate number of shares held, and not the distinctive numbers* must be stated, and the eohimn must be added up throughout so as to make one total to agree with that stated in the summary to have been taken up. t When the shares are of different classes these columns may be sub- divided so that the number of each class held or transferred may be shown separately. X The date of registration of each transfer should be given, as well as the number of shares transferred on each date. The particulars should be placed opposite the name of the transferor, and not opposite that of the transferee ; but the name of the transferee may be inserted in the "Remarks" column immediately opposite the particulars of each transfer. FORM OF STATEMENT (SECTIOX lOS) TO BE PUBLISHED BY BAXKIXG AKD INSURANCE COMPANIES AND DE- POSIT, PROVIDENT, OR BENEFIT SOCIETIES (h). * The share capital of the company is , divided into shares of each. The number of shares issued is Calls to the amount of pounds per share have been made, under which the sum of pounds has been received. The liabilities of the company on the first day of January (or July) were — Debts owing to sundry persons by the company. On judgment, £ On speciality, £ On notes or bills, £ (70 Form C in the First Schedule to the Act. Rights and Liabilities of Shareholdees 303 On simple contracts, £ On estimated liabilities, £ The assets of the company on that day were — Government securities [stating them] Bills of exchange and promissory notes, £ Cash at the bankers, £ Other securities, £ * If the company has no capital divided into shares the portion of the statement relating to capital and shares must bo omitted. Rights and Liabilities op Shareholders. There remains to consider the rights and liabilities which spring from a contract to take shares. To take the liabilities first, there is the liability already indicated to pay to the company or to contribute to its assets in a winding- up the full nominal value of the shares. In properly drawn articles shares are also subject to a lien for moneys due to the company, or at all events for calls, and also to forfeiture for non-payment of calls. The rights usually conferred on shareholders are the right to a certificate, the right to transfer and generally to deal with the shares, the right to dividends and to participate in the assets of the company on a winding-up, and the right to vote, and the right to convert their shares into share warrants or stock, and the right sometimes given to have new shares allotted to them on an increase of capital. It is proposed to deal with all these matters in this chapter except the right to participate in the assets of a company on a wind- ing-up, which it is thought can be more conveniently dealt with in the part of this work which deals with winding-up (^). Payment for Shares. A company cannot, by its memorandum or articles, provide for relieving any of its shareholders from their liability to pay an amount equal to the full nominal value of their shares (k). Payment must either be made to the company while it is a going concern, or must be contributed to its assets in a winding-up, and the rule^^holds good even when the creditors of the company have been satisfied witliout such contribution and the only persons interested are the otlicr (i) See infra, pp. 1404 ct scq. Mother Lode, etc., Co. v. HiU (1903), {k) Ooregutn Gold Mining Co. v: 19 T. L. R. .'}41, as to a compromiso Roper, [1892] A. C. 125 ; Almada which involves a release of liability V. Tirito Co. (1888), 38 C. D. 415; on shares : see a\so Midland Electric Addleatone Linoleum Co. (1888), 37 Light and Power Co. (1889), 60 L. T. C. D. 191; Klenck v. East India, 666 ; Zoef?one Co. (1889), 60 L. T. 383. etc., Co. (1888), 16 Rettie, 271. Cp. 304 Shares shareliolders(?). An arrangement giving debentures which are about to be issued at a discount the right to be exchanged at any time for shares equal in nominal value to the par value of the debentures is bad as offending against this rule (m), and deben- tures charged on and payable only out of profits cannot be ex- changed for fully paid shares where no profits have been earned (w). Forfeited shares cannot be issued as fully paid if their full nominal value has been called, but not paid, up ; but they may be issued as paid up to the extent of the amounts actually paid up on them (o). Although a company cannot issue shares at a discount, yet if it issues shares with nothing paid on them or partly paid shares as fully paid up, and gives a certificate under its seal to that effect, it will be estopped from denying that such shares are fully paid up against any person who has been damaged by such misrepresenta- tion {p). The same estoppel will apply where the company has on a transfer of shares which are not fully paid given a certificate that they are fully paid, and a person acts on the faith of such certificate and is prejudiced thereby (q), and even where the transferee is a director and has received a transfer of shares instead of having them allotted direct to him (/•). In such case it would appear that the directors responsible for the misrepresentation would be personally liable for the damage the com- pany has suffered (.«), and the company could also get indemnified by the persons at whose request the certificates were issued {t). Although where there is a contract to issue shares at a discount (I) Wclton V. Saffcry, [1897] A. C. otherwise in the case of a transferee 299 ; Weymouth Steam Packet, etc., of stock which has been issued at Co., [1891] 1 Ch. 66. a discount : Home and Foreign In- (m) Mosely V. Koffyfontein,[l90i] vestment and Agency Co., [1912] 1 2 Ch. 108 ; cp. Railway Time Tables Ch. 72. Co. (1893), 62 L. J. (en.) 935 ; and (q) Burlinshaw v. Nicholls {1878), Ra7i7weirs Case (1881), 50 L. J. 3 A. C." 1004. (ch.) 827. • (r) Coasters' Li7mted,[ldll] 1 Ch. (n) Famaiina Dcvelojjment Cor- 86, an allotment would have been poration v. Bury, [1910] A. C. 439. the natural thing in tliis case, the (o) Neiv Balkis V. Eandt Gold Co., applicant having applied and paid [1904] A. C. 165, and [1903] 1 K. B. for 1000 shares : instead of having 461, 467 ; Morrison v. Trustees, etc., shares allotted to him, however, he Corporation (1898), 08 L. J. (cH.) 11, received a transfer from a person and sec Randt Co., [1904] 2 Ch. 468. who was a promoter and secretary {p) Parbury's Case, [1896] 1 Ch. and who had applied the moneys 100 ; Bloomcnthal v. Ford, [1897] received in partly paying for 4000 A. C. 156 ; see also Markham and shares, of which the 1000 actually Darter's Case, [1899] 1 Ch. 414, transferred formed part, affirmed on other grounds, [1899] (s) Hirsche v. Sims, [1894] A. C. 2 Ch. 480 ; New Chile Gold Mining 654; Joint Stock Corporation, Times Co. (1893), 68 L, T. 15; Penang Newspaper, February 2, 1912. Foundry Co. v. Gardiner (1913), 51 (t) Sheffield v. Barclay, [1905] S. L. R. 3. It will apparently be A. C. 392. Reserve Capital 305 the person who has agreed to take them may not be liable on his contract, yet if he has allowed his name to be on the register, and has done acts which are only consistent with his being a member, a fresh contract to be a member will be inferred, and with it, where there is no case of estoppel, will follow all the ordinary incidents of membership, including the liability to pay for the shares in full(M). It will, however, apparently be otherwise where bonus stock has been issued (x). To some extent the underwriting provisions of the Act form an exception to the rule as to issuing shares at a discount, but they do not apparently authorize the issue of shares at a discount {y), although it would seem that under them fully or partly paid shares may be issued in consideration of a person agreeing to take and pay for other shares in full (z). Although shares cannot be issued at a discount, there is nothing to prevent their being issued at a premium, though even in this case it would seem that a shareholder will only be liable as a con- tributory for the nominal amount of his shares, the premium in effect being the price he pays for the right to purchase shares, which are considered to be worth more than their nominal value (a). A company need not require that the full value of shares shall be paid on their allotment, and in practice it rarely does so. There is nothing to prevent a limited company providing by its memorandum of association that part of its capital shall only be capable of being called up in the event and for the purposes of a winding-up, and such a provision would be unalterable (h). A limited company may by special resolution determine that any portion of its capital which has not been already called up shall not be capable of being called up, except in the event and for the purposes of the company being wound up, and thereupon that portion of its capital will not be capable of being called up except in the event and for the purposes of a winding-up (c) ; and an unlimited company which has a share capital may, on registering as a limited company, (m) Ex parte Sandys (1889), 42 3IaxwelVs Case (1875), 20 Eq. 585 ; C. D. 98; James Pilkin & Co. and McKewan's Case (1871), 6 C. D. (1916), 85 L. J. (CH.) 318. Cp. Re 447, if they ever were authorities Macdonald, Sons db Co., [1894] 1 under the later Acts, would seem, so Ch. 89. far as inconsistent with the other (x) Home and Foreign Investment cases cited in this note, to bo and Agency Co., [1912] 1 Ch. 72. inconsistent with Oorer/um Gold (y) Keatlnge v. Faringa (1902), Mining Co. v. Roper, [1892] A. C. 18 T. L. R. 266. 125, and Welton v. Saffery, [1897] (2) Ante, pp. 211 et seq., Under- A. C. 299, and therefore to be over- writing, ruled. (o) Lion Insurance Co. v. Tucker (b) Ashhiiry v. Watson (1885), 30 (1884), 12 Q. B. D. 176 ; Baird's C. D. 376. Case, [1899] 1 Ch. 593 ; Marlborough (c) Companies (ConsoUdation) Club Co. (1868), 5 Eq. 365. The two Act, 1908, s. 59. For form of reso- cases decided under the 1856 Act, viz. lution, infra, p. 477. S.C.L. 20 306 Shares make a like provision, and if, as it is empowered to do, it increases its nominal capital by increasing the nominal amount of its shares on such registration the amount by which its capital is so increased can only be called up in the event and for the purposes of a winding- up (d). Such provisions would appear to be unalterable, as they do not apparently form part of the company's articles, and conse- quently the provisions for altering the articles do not affect them. Reserve capital under these sections, unlike other uncalled capital, cannot be charged while the company is a going concern {e). Once capital has been called up, it cannot be returned (/) except on a reduction of capital where the sanction of the Court will be re- quired or under the provisions of section 40 of the Act. These provisions are as follows : — When a company has accumulated a sum of undivided profits, which with the sanction of the shareholders may be distributed among the shareholders in the form of a dividend or bonus, it may, by special resolution, return the same, or any part thereof, to the shareholders in reduction of the paid-up capital of the company, the unpaid capital being thereby increased by a similar amount. The resolution shall not take effect until a memorandum showing the particulars required by this Act in the case of a reduction of capital has been produced to and registered by the Registrar of Joint Stock Companies (g), but the other provisions of this Act with respect to reduction of share capital shall not apply to a reduction of paid-up capital under this section. On a reduction of paid-up capital in pursuance of this section any shareholder, or any one or more of several joint shareholders, may within one month after the passing of the resolution for the reduction, require the company to retain, and the company shall retain accord- ingly, the whole of the money actually paid on the shares held by him either alone or jointly with any other person, which in conse- quence of the reduction would otherwise be returned to him or them and thereupon those shares shall, as regards the pajment of dividend, be deemed to be paid up to the same extent only as the shares on which pajTuent has been accepted by the shareholders in reduction of paid-up capital, and the company shall invest and keep invested the money so retained in such securities authorized for investment by trustees as the company may determine, and on the money so invested, or on so much thereof as from time to time exceeds the amount of calls subsequently made on the shares in respect of which it has been retained, the company shall pay the interest received from time to time on the securities. (d) Companies (Consolidation) tliis retvirn. It should be substan- Act, 1908, 8. 58. tially in the same form as the (e) Mayfair Property Co., [l8dS] 2 minutes in use on a reduction of Ch. 28. capital. As to this form, see infra, (/) Trevor v. Whitworth (1887), p. 796, note (6) : a form of resolution 12 A. C. 409. will also be found on that page. (g) There is no special form for Payment in Cash 307 The amount retained and invested shall be held to represent the future calls wliich may be made to replace the share capital so reduced on those shares, whether the amount obtained on sale of the whole or such proportion thereof as represents the amount of any call when made produces more or less than the amount of the call. On a reduction of paid-up share capital in pursuance of this section the powers vested in the directors of making calls on shareholders in respect of the amount unpaid on their shares shall extend to the amount of the unpaid share capital as augmented by the reduction. After any reduction of share capital under this section the company shall specify in the annual list of members required by this Act the amounts retained at the request of any of the shareholders in pursuance of this section, and shall specify in the statements of account laid before any general meeting of the company the amount of undivided profits returned in reduction of paid-up share capital under this section (h). Tlie section only authorizes a special resolution for a return of capital in cases where the company has actually got accumulated profits, and so a resolution to return capital in respect of past or future years is bad (i). The return need not necessarily be made to all the shareholders ; it may, for instance, be so made as to equalize the amounts paid on the shares, where such amounts had previously been unequal (k). The amount payable in respect of shares is payable either in cash or in kind (1). The question of what amounted to a payment in cash was an exceedingly important question while section 25 of the Companies Act, 1867, was in force, and as section 7 of the Companies Act, 1900 (now reproduced with the modifications brought about by the Act of 1907, by section 88 of the present Act), seems to keep the decisions under that section on foot (m), it will be necessary to deal with them shortly (n). Anything which is sufficient to support a plea of payment as opposed to a plea of set-off or of accord and satisfaction will amount to a payment in cash. Thus where a person has sold pro- perty to a company for cash, and the company has debited him with the amount due on the shares he holds, at the same time crediting him with a like amount out of the purchase price, this will be a pay- (/t) Companies (Consolidation) obedience to their provisions is Act, 1908, s. 40. different to that under s. 25. (i) Re Piercy, [1907] 1 Ch. 289. (n) These cases have at times (k) Neale v. Birminfjhain Tram- mot with disapproval in high ways Co., [1910] 2 Ch. 464. quarters : sec Johanncsberg Hotel (I) Drummond's Caur, (18G9), 4 Co., [1891] 1 Ch. 119 ; Oo>-c<7td (u) Hong Kong and China Gas Co. supra, pp. 307 and 308. V. aien, [1914] I Ch. 527. (6) F. and W. Jarvis Co., [1899] 1 {x) Re Wragg, [1897] 1 Cli. Ch. nZ; Ehenezer Timmins d; Co., 796; LeifchiU's Case {\^Q>Ci), IVa{. [1902] 1 Ch. 238; Archibald D. 231 ; PelW Case (1870), 5 Ch. 11 ; Dawnay (1900), 10 T. L. E. 474. Drummond's Case (1869), 4 Ch. Tliis difficultj' was got over in 772; Anderson's Case (1878), 7 TlVw^e/iead .Bros., [1900] 1 Ch. 804 ; C. D. 75; Chapman's Case, [1895] see also Wilkinson Sword Co. {\Q\Z), I Ch. 771 ; Innes and Co., [1903] 29 T. L. R. 242. Payment otherwise than in Cash 315 kind (c), but it must be quite clear from tbe memorandum or the articles or the prospectus, or the agreement under which the shares are issued as fully paid, that the intention of the parties when such agreement was made was that the shares for which the memo- randum was signed were to be part of those mentioned in the agree- ment, and that there was not an agreement to take shares arising from the subscription to the memorandum and a subsequent agree- ment by the company to issue different shares as the consideration for the property passing to the company {d). An agreement to pay for shares by goods to be supplied in the future is not, however, good, for that is substituting a simple contract debt for the specialty debt given by the statute (e), and a person who has a contract with the company to take shares, e.g. a subscriber to the memorandum, will not satisfy his liability by taking fully paid-up shares from a promoter (/). The question of whether, in the case of shares issued befote the 1st of January, 1901, a contract should have been filed under section 25 of the Companies Act, 1867, has perhaps not en- tirely lost its importance with the repeal of that section, having regard to the suggestion thrown out by the Court of Appeal in one case {g) that shares issued for a consideration other than cash before the repeal of the section would not be entitled to participate with other shares in the distribution of assets on a winding-up (h). A company cannot contract, for a fixed present consideration, that an indefinite amount of future share capital shall be issued upon the terms that all liability thereon for calls shall be at once extinguished without any contemporaneous payment by the allottee, for it is obvious on the face of puch an agreement that the considera- tion bears no relation to the amount of liabiUty discharged by the contract, and it is therefore impossible to estimate the consideration (c) Drummond'8 Case (1869), 4 mainly on the fact that the Com- Ch. 772 ; Jones' Case (1871), 6 Ch. panies Act, 1898, which enabled the 48 ; Maynard's Case (1874), 9 Ch. Court to give relief where s. 25 had 60; see Schroder''s Case (1871), 11 not been complied with, was not Eq. 131, where shares were paid for repealed by the Act of 1900. The by bonds issued by the confederate Act of 1898 is now repealed, and its Government. provisions are not re-enacted ; but (d) FothergilVs Case (1868), 3 Ch. the provisions of the Interpretation 270 ; Dent's Case (1873), 8 Ch. 768. Act, 1889, enable reUef to be still (e) PeUaU'sCase{1867),2Ch.527; obtained under it . Wilkinson Sword Gardnerv. Iredale, [1912] 1 Ch. 700; Co. (1913), 29 T. L. R. 242; resort National House Properti/ Investment is sometimes liad to those provisions v. Watson, [J 908] S. C. 888. where the company is reducing its (/) Forbes' and Judd's Cases capital (see j>o.>it, p. 747, note (///)). (1870), 5 Ch. 270; Micjotli's Case Section 33 (2) of the Act of 1900, (1867), 4 Eq. 238. which prohibits further proceedings {g) Re Brutton and Burney, [IQOl] under s. 25 of the Companies Act, 1 Ch. 637. 1807, is not happily worded. {h) These remarks were based 316 Shares as being equivalent to the liability discliarged. Where an invalid provision of this nature is only one of the terms of the contract, it will usually be possible to divide the contract into two portions, and to strikeout the offending clause without affecting the rest of the agreement {i). Where there is no real consideration for the issue of the shares, as where the consideration consists wholly of past services, there the allottee will hold them as shares with nothing paid on them (k), and a company is not bound to accept in payment of calls overdue coupons for the interest due on debentures, where there are or may be equities which can be set ofi against claims on the coupons {I). A payment made on account of the shares of more than one person will be credited to all the shares equally, and if for any reason one of such persons has wrongly been treated as being entitled to the full benefit of the payment, this will not affect tlie rights of the other persons {nt). Eeturns as to Allotments. A company limited by shares must within one month after making any allotment of its shares file with the Eegistrar of Joint Stock Companies (1) a return of the allotments stating the number and nominal amount of the shares comprised in the allotment, the names, addresses, and descriptions of the allottees, and the amount if any paid or due and payable on each share ; and (2) In the case of shares allotted as fully or partly paid-up for a consideration other than cash (n), a contract in writing consti- tuting the title of the allottee to the allotment, together with any contract of sale, or for services or other consideration in respect of which that allotment was made, and a return stating the number and nominal amount of shares so allotted, the extent to which they are to be treated as paid-up, and the consideration for which they have been allotted (o). All such contracts must be duly stamped. (i) Ho7ig Kong and China Gas Co. {m) Duchess of W estminster Silver V. Olen, [1914] 1 Ch. 527. Lead Ore Co. (1879), 10 C. D. 307. (k) Eddystone Marine Co., [1893] (n) As to what is a payment in 3 Ch. 9 ; in i?e Leinster Bank Cor- cash see Spargo's Case (1873), 8 Ch. poration, [1902] 1 Ir. 349, the Coitrt 407, and the other cases cited there- seems to have taken the view that with, supra, pp. 307 and 308. there was no consideration but the (o) Companies (ConsoUdation) agreement was good, because autho- Act, 1908, s. 88. Default in com- rized by the memorandum and plying with the provisions of this articles ; if this is the right view of section entails a penalty of £50 for that case, it is submitted it was every day during wliich the default wrongly decided ; see also Alkaline continues on every director, manager. Reduction Co. (1897), 45 W. R. 10. secretary, or other officer who is (I) Henry Holden's Case (18G9), knowingly a party to the default: 8 Eq. 444. ibid. An offence imder the section RetuHn of Allotments 317 Where any sucli contract is not reduced to writing, tLc company must witliin one montli after the allotment file with the Kegistrar of Joint Stock Companies the particulars of the contract prescribed by the Board of Trade. Such particulars must be stamped with the same stamp duty as would have been payable if the contract had been reduced to writing, and are to be deemed an instrument within the meaning of the Stamp Act, 1891 ; and the Registrar may, as a condition of filing the particulars, require that the duty payable thereon shall be adjudicated under section 12 of that Act(p). It is not very clear what contracts require to be filed under this section ; it is clear that the ordinary contract between a vendor and the company, by which the vendor is to receive fully paid shares, must be filed. But what if the shares are to be allotted to the vendor or his nominees, and the vendor has certain contracts made before the incorporation of the company by which he is bound to nominate certain other parties, as taking part of the shares to be allotted to him ? Should such other contracts be filed ? It is thought that they need not, for the Registrar of Joint Stock Companies takes the view that the section is complied with where the company enters into an agreement to allot to the vendor or his nominees, and subse- quently by a letter of renunciation or an agreement under hand renounces his rights in favour of a named person or agrees to let a named person have some of his shares. For all practical purposes the fact of the Registrar taking this view will be sufficient pro- tection. Such letter of renunciation or agreement should have a 6d. stamp except where a letter of renunciation relates to shares of a nominal value of less than £5, when it will have a Id. stamp (5'). Under the Act of 1867 it was not (/•), and it is apparently not now necessary for the contract to show the distinctive numbers of the shares allotted (s) ; but the section seems to be framed so as to do away with the decisions under section 25 of the Act of 1867, which decided that the contract to be filed need not show the name of the allottee (t), and that it was unnecessary to file preliminary may be prosecuted under the Sum- 46 L. T. 682. mary Jurisdiction Acts, but in (s) The Registrar does not re- Scotland prosecution must be at quire such distinctive numbers to the instance of the Lord Advocate be inserted in a contract presented or a procurator fiscal as the Lord for filing, and they are not inserted Advocate directs : ibid., s. 276. in the forms prescribed by the (p) See note (o), p. 316. Board of Trade : see post, pp. 319 {q) Stamp Act, 1891, as amended ct seq. by s. 9 of the Finance Act, 1899. {t) Curling's Case (1876), 1 C. D. (r) Ex parte Forde (1885), 30 115; Kirbi/s Case (1882), i6 L. T. C. D. 153 ; Hartley's Case (1875), 682. 10 Ch. 157; Kirby's Case (1882), 318 Shares contracts wliere tlie contract filed contained recitals of their con- tents (w). Tlie old decisions as to tlie necessity of tliere being a contract whicli is binding on the company (x), and as to a mere escrow being insufficient (y) are, it is tbouglit, still law ; but probably if tliere is only a contract with a trustee followed by acts of part performance which make the company bound, it will be necessary to file particu- lars in the same way as if the contract had not been reduced to writing {z). The Registrar of Joint Stock Companies takes the view where a reconstruction scheme gives existing shareholders in the old company an option to take shares in the new company, it is not sufficient now as it was formerly (a), to file the reconstruction agreement. If default has been made in filing with the Registrar of Joint Stock Companies within the time limited by the section any documents which require to be filed under the section, then the company or any person liable for the default may apply (6) to the Court for relief, and the Court, if satisfied that the omission to file the docu- ment was accidental or due to inadvertence or that it is just and equitable to grant relief (c), may make an order extending the time for the filing of the document for such period as it thinks proper. (u) S. Frost & Co., [1899] 2 Ch. [1896] A. C. 614. 207, and cp. Kharaskhoma Exploring (a) Eisner and McArthur's Case, and Prospecting Syndicate, [1897] 2 [1895] 2 Ch. 759 ; Transvaal Ex- Ch. 451 ; Re Maynard''s, [1898] 1 ploring Co. v. Albion (Transvaal) Ch. 515; Robert Watson cD Co., GoZc^ Mmes, [1899] 2 Ch. 370; letters [1899] 2 Ch. 509. of renunciation or agreements by [x) Jackson <& Co., [1899] 1 Ch. the liquidator will, however, of 348 ; Coolgardie Consolidated Gold course, suffice. Mines (1898), 14 T. L. R. 277 ; (6) The application should be Anglo-Colonial Syndicate (1891), 65 made by originating motion in the L. T. 847. Chancery Di\'ision, but it can also (y) Dalton Time Lock Co. v. be inade by summons. Dalton (1892), 66 L. T. 704. (c) As to the meaning of these (2) As to the old law see Hartley^s words see the decisions under s. 14 Case (1875), 10 Ch. 157, 44 L. J. of the Companies Act, 1900, post, (cH.) 240, and cp. Smith v. Brown, p. 641. Form or Eeturn of Allotments 319 FORM OP RETURN OF ALLOTMENTS TO BE FILED WITH THE REGISTRAR OF JOINT STOCK COMPANIES, UNDER SECTION 88 (I) OF THE COMPANIES (CONSOLIDATION) ACT, 1908 (d). No. of Certificate Form No. The Companies (Consolidation) Act, 1908. Return of allotments from the * 19 A 5s. Companies Regis- to the of 19 of the tration Fee Stamp must Limited be impressed here. Made Pursuant to Section 88 (1). (To be filed with the Registrar within one month after the allotment is made.) t Number of the shares allotted payable in cash Nominal amount of the shares so allotted Amount paid or due and paj^able on each such share Number of shares allotted for a consideration other than cash Nominal amount of the shares so allotted Amount to be treated as paid on each such share The consideration for which such shares have been allotted was as follows : — Presented for filing by * In making a return of allotments under section 88 of the Conipanies (Consolidation) Act, 1908, it is to be noted that — • 1. Where a return includes several allotments made on different dates the dates of only the first and last of such allotments should be entered on the top of the front page, and the registration of the return should be effected within one month of the first date. 2. Where a return relates to one allotment only, made on one particular date, that date only should be inserted, and the spaces for the second date struck out and the word "made " substituted for the word "from " after the word "allotments " on the front page. t Distinguish between Preference, Ordinary, etc. Names, Addresses, and Descriptions of Allottees. Christian Name. Address. Description. Number of Shares allotted. Surname. Preference. Ordinary. Signature (d) Form 45 prescribed by Order of Board of Trade of March 29, 1909. 320 Shabes PARTICULARS PRESCRIBED BY THE BOARD OF TRADE UNDER SECTION 88 (2) OF THE COMPANIES (CONSOLIDATION) ACT, 1908(e). Certificcate No. Form No. 52. A 5s. Companies Registration Fee Stamp must be im- pressed here. TuE CoMPA^^IES (Consolidation) Act, 1908. Particulars prescribed under section 88, sub-section (2). Filed by the A.B. Co. Limited. Presented for filing by Messrs. & Co. Solicitors to the said Company. In cases where a contract such as is mentioned in paragraph (6) of sub-section (1) of section 88 of the Companies (Consohdation) Act, 1908, is not reduced to writing, the Company must, within the time limited in the said section, file \vith the Registrar of Joint Stock Companies the following particulars of the contract, wliich particulars must be stamped with the same stamp duty as would have been payable if the contract had been reduced to WTiting. (1) The number of shares, in whole or in part, allotted for a consideration other than cash. (2) If the consideration for the allotment of any shares is services, or any consideration other than that mentioned below in part 3, state what such consideration consists of. (3) If the consideration for the allotment of any shares is a sale of property, or the agreement for the sale of propertj', state fully the con- sideration for, and other terms of, such sale or agreement for sale. (4) Give full particulars, in the form of the following table, of the property which is the subject of the sale, showing in detail how the total con- sideration is apportioned between the respec- tive heads. Equitable estates, or interests in freeholds and leaseholds, whether in the United Kingdom or abroad (which includes here- ditaments subject to a legal Mortgage). Patents, Licences, Trade Marks, and Copy- rights. Goodwill. Fixtures and Fittings. Book and other debts (including money on deposit at Bank or elsewhere). Benefit of Contracts. Other property, viz : — Total .. • .. (e) Form 52 prescribed by Order of Board of Trade of March 29, 1909. Form to be Kegistered where Contract Verbal 321 (5) If the consideration payable is partly in respect of a sale of property or agreement for a sale of property, and partly in respect of some other consideration, state fairly how much of the amount of the consideration is attributable to each of the heads of the property sold or agreed to be sold, and how much to such other con- sideration. (6) If the consideration payable consists in the assumption by the purchaser of liabilities to third persons, specify the total amount of such liabilities. Signature Designation of position in relation to the company Dated FORM OF NOTICE OF MOTION APPLYING TO THE COURT FOR relief under section 88 OF THE COMPANIES (CON- SOLIDATION) ACT, 1. 081 ; Garden Gully v. McLister 12 C. D. 191 ; Oower's Case (1868), (187G), 1 A. C. 39. 6 Eq. 77 ; Stanhope's Case (1866), 326 Shares forfeiture, though the provisions of the Act and the usual form of article providing that acts of de facto directors shall be valid will often set on foot a forfeiture which would other- wise be bad (/). Mere delay or laches will not bar the right of a person whose shares have been forfeited to relief, for the con- tract to take shares being an executed one, gives a right to relief at law, and equitable defences are therefore not available to the company. Delay will, however, of course frequently be evidence of an intention to abandon the shares, and as such an intention would be a defence to an action for forfeiting shares wrongfully, evidence of delay in asserting rights will often be very important (g). It is usual for the articles to provide that where forfeited shares have been sold the purchaser shall have a good title and the right of the person aggrieved shall be in damages against the company only {h). A prospective notice that shares will be forfeited on non-payment may, without any further resolution of the directors, be good (i), but a more or less ambiguous notice of an intention to forfeit will usually be construed as a mere threat to forfeit, and as leaving the directors the option of forfeiting or not as they see fit (k), a forfeiture may be valid although the name of the person whose shares have been forfeited has not been struck off the list of members (l), and in a proper case the Court will assume that the directors have passed a valid resolution for forfeiture (m). Although the greatest regularity (/ ) Cp. Daivson v. African, etc., Co., [1898] 1 Ch. 8 ; British Asbestos V. Boijd, [1903] 1 Ch. 439. (sr) Clarke v. Hart (1858), 6 H. L. C. 633 ; Garden Gidly v. McLister (1876), 1 A. C. 39 ; General Property Investment Co. v. Mathieson (1888), 16 Rettie, 282 ; Clements v. Hall (1858), 2 De G. & J. 173 ; Palmer v. Moore, [1900] A. C. 293 ; Hunter v. Stewart (1861), 4 De G. F. & J. 168 ; Norway v. Rowe (1812), 19 Ves. 144 (a case reported on interlocutory proceedings) ; cp. Prendergast v. Turton (1841), 1 Y. & C. C. C. 98 on appeal, 13 L. J. (ch.) 268, wluch was treated as a case of abandon- ment in the first two cases cited, supra; Rule v. Jewell (1881), 18 C. D. 660, where Kay, J., was pre- pared to hold, if necessary, that there had been an abandonment ; Clegg v. Edmondson (1857), 8 De G. M. & G. 787 (a case of an execu- tory interest) ; Faiire v. Philippart (1888), 58 L. T. 525, a case of aban- donment ; and Jones v. North Van- couver Land and Improvement Co., [1910] A. C. 317, where the person who was held to bo the real owner of the shares had been a party to the resolution for forfeiture and had Iain by for twelve years ; a trifling irregularity will, after a lapse of time, it is thought, not be enough to avoid a forfeiture. (h) Such a right may be en- forced in winding-up : New Chile Gold Mining Co. (1890), 45 C. D. 598. (i) Woolaston's Case (1859), 4 De G. & J. 437. {k) Moore v. Rawlins (1859), 6 C. B. (N. s.) 289 ; Bigg's Cose (1866), 1 Eq. 309 ; cp. CoUum's Case (1870), 39 L. J. (CH.) 259. (Z) Lyster's Case (1867), 4 Eq. 233, 36 L. J. (CH.) 616. (???) Knight's Case (1867), 2 Ch, 321, Forfeiture 327 is required in a notice of an intention to forfeit (n), a forfeiture will not be avoided merely because the directors have omitted to comply with an article requiring them to inform the person whose shares have been forfeited of the fact of such forfeiture (o). The company itself or its liquidator will in many cases be precluded from setting up that a forfeiture is invalid owing to irregularities in the for- feiture (p), and the liquidator (q) or the directors (even where there is an article allowing them to cancel a forfeiture on such terms as they think fit) cannot cancel a forfeiture without the consent of the person whose shares have been forfeited (r). A person whose shares have been forfeited is no longer liable to the company as a member, though he may, and if the articles of the company are properly drawn will, be liable as a debtor to the company for moneys presently payable to the company at the time of forfeiture in respect of the forfeited shares, including any interest on arrears of calls (s). Moneys so received wall be moneys received in respect of calls, and a person who has purchased forfeited shares discharged from all calls due prior to his purchase will consequently be entitled to the benefit of such moneys (t). In a winding-up a person whose shares have been forfeited within the year will be liable to be placed on the B. list of contributories {u), and the same remark applies to a person who has within the year transferred shares which have subsequently been forfeited (x). A person who has been induced to take shares by fraudulent misrepresentations may, if such shares have subsequently been forfeited, recover moneys paid to the com- pany in respect of the shares, even after the commencement of a (n) Watson v. Ealcs (1856), 23 (CH.) 135; Dawe's Case (18G8), Boav. 294 ; Johnson v. Lyttle's, etc., Eq. 232. Agency (1877)^ 5 C. D. G87 ; cp. (r) Larkworthy's Case, [1903] 1 Graham v. Van Dieman's Land Ch. 711. (1856), 26 L. J. (EX.) 73, as to notice (s) Stoc/cen's Case (1868), 3 Ch. being given to a bankrupt, but it 412 ; Ladies' Dress Association v. is safer to give notice to the trustee Pulbrook, [1900] 2 Q. B. 376. in bankruptcy, even where the (<) Randt Qold Co., [1904] 2 Ch. articles do not expressly require it. 468. (o) Knight's Case (1867), 2 Ch. [u) Creylce's Case (1870), 6 Ch. 327. 63 ; see also Marshall v. Glamorgan {p) New Sombrero v. Erlanger (1868), 7 Eq. 129; Bath's Case (1878), 3 A. C. 1213 ; Lindsay Petro- (1878), 8 C. D. 334. hum V. Hurd (1874), L. R. 5 P. C. (x) Br idger and NeiWs Case (ISGd), 221 ; and Quebrada Co. (1873), 42 4 Cli. 266; such a person cannot bo L. J. (cH.) 277 ; cp. Evans v. Small- put on the A. Hst of contributories ; combe (1868), L. R. 3 H. L. 249; Needham's Case (1867), 4 Eq. 135; Spackman v. Evans (1868), L. R. 3 cp. Wallscourt's Case (1899), 7 H. L. 171 ; Houldsworth v. Evans Mans. 235, where a person wlioso (1868), L. R. 3 H. L. 263, though shares had been cancelled and rc- theso wore cases of surrender issued was held to bo liable as a rather than forfeiture. contributory. (2) Webster's Case (1863), 32 L. J. 32S Shares windiug-up {y). A person commencing an action for rescission may, if threatened with forfeiture for non-payment of calls, find himself in a difficult position, for if the action fails he may find that the shares have been forfeited and that he has lost all the moneys he has paid on the shares. In such a case, if there is really a question to be tried, an injunction restraining the company from forfeiting the shares will be granted at all events, if the plaintiff pays the amount of the calls into Court to abide the result of his action (z). ' A shareholder in a company may bring an action on behalf of himself and all other shareholders of the company to annul a forfeiture (a). The question sometimes arises whether a company can cancel forfeited, or for that matter, any issued shares ; it is thought that it cannot do so, for cancellation of shares is nowhere recognized by the Acts, and cancellation of shares involves a far more real reduction than does forfeiture, for it means that there are fewer issued shares to appear on the debit side of the balance-sheet. This view is fortified by the express power given by the Act to cancel unissued shares, and the fact that in the case of forfeited shares the number of forfeited shares must appear in the annual list of members and summary required by section 2G of the Act (&). As already stated, a company may issue forfeited shares as paid up to the extent of the moneys actually paid on them before forfeiture (c), and any sums recovered in respect of sucli shares after forfeiture ( d), but the person taking such shares will be liable to pay any balance impaid on the shares, even if calls for such balance have been made before forfeiture {r). NOTICE or INTENTION TO FORFEIT. The Company Limited. No. Street, E.C. I am directed to require you to pay the sum of £ being the {y) Aaron\'^ Eccfa v. Tvnss, [189G] (6) MarshaJlv. Glamorgan (1869), A. C. 273. 7 Eq. 129, and Wright's Case (1871), {z) Jones v. Pacaya Rubber and 12 Eq. 331, would appear to bo in- Produce Co., [1911] 1 K. B. 455; consistent with Trevor v. Whit- Lamb v. Sambas Rubber and Gutta worth (1887), 12 A. C. 409. Percha, [1908] 1 Ch. 845, overruling (c) Morrisonv. Trustees, etc.. Cor- Ripley v. Paper Bottle Co. (1888), jjoration (1899), 68 L. J. (ch.) U ; 57 L. J. (CH.) 327. RamivelVs Case (1881), .50 L. J. (ch.) (a) Sweny v. Smith (1869), 7 Eq. 827. See Victoria [Malaya) Rubber 324, in which case payment under Estates, [1914] W. N. 307; 58 protest was held to be a good pay- Sol. J. 700. mont of calls; and see also Quebrada (d) RandtGoldCo.,[l90i]2Ch 408. Co. (1873), 42 L. J. (ch.) 277, where (e) New Balkis v. Randt Gold the cheque was considered to have Mining Co., [1903] 1 K. B. 461, 467 ; been accepted by the company. [1904] A. 0. 165. Certificates 329 amount of the call of 2^. Gd. per share made on the day of on the shares numbered to both inclusive held by you together with interest thereon at the rate of per cent, per annum from the day of the date when such call was payable until payment. You are required to make such payments on or before the day of 19 (/) and in the event of non-payment at or before that date the shares in respect of which such call was made (being the shares above mentioned) will be liable to forfeiture. A. B. Secretary. C. D., Esq. No, Street, E.G. RESOLUTION FOR FORFEITURE. That the shares held by and numliered to both inclusive be and the same are hereby forfeited. Certificates. Certificates are the documents of title to shares, and a company will usually not register a transfer of shares unless accompanied by the certificate. It would seem, however, that as certificates are not in any sense negotiable instruments (.7) the company will not be liable for registering a transfer without the production of the certificate, even where the certificate contains the usual note stating that no transfer will be registered without the production of the certificate {h) unless the company has actual notice that the transferor is not entitled to make the transfer {i). A certificate of shares should correspond with the company's register in showing what the interest of the member is ; jnimCi facie a person entitled to have a transfer registered is entitled to a certificate in the same form as that which his predecessor had, and if his predecessor had a clean certificate he too will be entitled to one (k). Where an ofiicial quotation on the Stock Exchange is desired, tlie certificates must comply with the following requirements : — (1) They must state on their face the authority under which the company is constituted and the amount of the authoriz(>d capital of the company. (2) They must contain a footnote to the effect that no transfer (/) For length of notice see L. R. 7 H. L. 490 ; Gui/v. Watrrlow article. Bros. (1909), 25 T. L. R. 515. {g) Longman v. Bath Electric (i) llainford v. James Keith, Tramways, [1905] 1 01^. G40, GG5. [1905] 2 Cli. 147 (on appeal). {h)Rainfordv. James Ktith,\\f){):i] {k) W. Keif and Son, [1902] i 1 Ch. 290 ; Shropshire Union, etc., Cli. 407. liailway Co. v. 37 ton V. Edwards (1888), 21 Q. B. D. 21 Q. B. D. 488. 226, 488. It can be made even (h) Hosack v. Robins, [Idl'] ICh where the judgment debtor is 332. himself incapable of gi\-ing a charge : (i) Hooper v. Herts, [1906] 1 Ch. Re Leaveshj, [1891] 2 Ch. 1. 549. (e) Kolchmann v. Meurice, [1903] (;) Bishop v. Balkis Consolidated \ K. B 534. (1890), 25 Q. B, D. 51?, Certification of Transfers 345 apparently in order, and which prima facie show the transferor's title to transfer, and it does not imply a warranty of the transferor's title or of the validity of the certificate, and the company will not be estopped if a transfer is certificated where no share certificate has been lodged, if the certificate is in fact with the company at the time when the transfer is left with it and shows a title to transfer the shares, which in fact the transferor had not got ; as, for instance, where he has previously transferred the shares to a person who has not got a fresh certificate, for in such case the person who has acted on the certification would have been equally misled if it were true that the certificate had been lodged and is really damaged by the lack of title in his transferor, and not by the certification {k). Moreover, if the officer of the company, whose duty it is to certify transfers, returns the transfer after certification to the transferor, the company will not be liable to persons who subsequently deal with the transferor on the faith of his having the certificate and without knowledge of the certification (1). If it is the duty of the secretary of the company to certify transfers, the company will not be liable to an action for deceit if the secretary fraudulently and for his own ends certificates the transfer, where no certificate has been lodged, nor will the company in such case be liable by estoppel if, as is usually the case, its secretary is a mere servant, and in no sense its general agent, and the misrepresentation is consequently not made by the company (m). The company will, however, apparently be liable by estoppel if a transfer of fully paid shares is certificated where the shares transferred are not fully paid up, even if no certificate has been lodged or if the certificate lodged is silent as to whether the shares are fully paid up or not (n). It would seem, now, that this decision, if good law, can only apply where there is no fraud, unless owing to exceptional circumstances the fraud can be attributed to the com- pany (m) ; and it would seem to follow that the company will be estopped where its secretary negligently certificates a transfer, which is shown by the certificate relating to the shares comprised therein to be out of order, whether such certificate is or is not lodged with the transfer. Where there is a conflict of rights between two innocent parties (k) Bishop V. Balkis Consolidated Cavanarjh, [1902] A. C. 117, though (1890), 25 Q. B. D. 512. it is there pointed out that this (I) Longman v. Bath Electric latter case was a case of the secre- Tramways, [1905] 1 Ch. 040. tary being fraudulent. Lord Mac- (m) George Whitechurch, Ltd. v. naghten and Lord James, at pp. Cavanagh, [1902] A. C. 117. 126, 133, and 134, both say that the (rt) McKay's Case, [1890] 2 Ch. company will not be estopped where 757. In Lindlcy on Companies, the secretary certificates a transfer Gth Edition, at pp. 83, 070, and and no certificate has in fact been 1081, this case is treated as over- lodged, ruled by George Whifechnrch, Ltd, y. 346 Shares claiming shares, the general rules are (1) that the person who has the complete legal title to the shares or who has as between himself and the company an unconditional right to be registered will have priority ; (2) where both parties have only equitable rights the person whose equity is prior in point of time prevails. Both these rules are, however, liable to be displaced by the conduct of the parties in a given case. With regard to (1), it has been doubted whether anything but the complete legal title will prevail (o), and it seems to be the case that nothing short of registration will protect a person where the company has a discretion as to registration, as, for instance, where no complete and properly stamped transfer has been delivered to the secretary of a company governed by the Companies Clauses Act, 184:5 (p), or where the company's deed provides that no person shall be registered as a member until he has executed the com- pany's deed and no offer to do so has been made, or where the articles regulate transfers in any way (q). Again, where certificates contain a note that no transfer wUl be registered without the production of the certificate relating to the shares comprised therein, a person who puts forward a transfer unaccompanied by the necessary certificate has not an uncon- ditional right to be registered, at all events unless he can prove the loss or destruction of his certificate (r), although probably the com- pany would not incur any liability if it registered the transfer without the production of the certificate (s), unless, of course, it had notice at the time of registration of the prior claim of some other person with whom the certificate had been deposited as security for money or otherwise (t). Except in the case of volunteers (u), persons with a complete legal title to shares will be postponed to persons having a higher equity only if they knew, or must be taken to have known, of such equity before they acquired the legal title (x), or if they have subse- (o) Ireland v. Hart, [1902] 1 Ch. (1886), 11 A. C. 426 ; Societe'Generale 522 ; but sec Peat v. Clayton, [1906] v. Walker (1886), 11 A. C. 20. 1 Ch. 059. (s) Shropshire Union Railways, (p) Nanncy v. Morgan (1888), etc., Co. v. Reg. (1875), L. R. 7 37 C. D. 346. H. L. 496 ; Rainford v. Ja7nes (7) Moore V. North Western Banh, Keith, [1905] 1 Ch. 296; Guy v. [1801] 2 Ch. 599 ; and sco also Ire- Waterldw Bros. (1909), 25 T. L. R. land V. Hart, [1902] 1 Ch. 522, where 515. there was no restriction on transfers, (<) Rainford v. James Keith, but the directors heard of the [1905] 2 Ch. 147. -adverse claims while availing them- (w) Graham v. O^Connor (1895)» selves of their right to take a 73 L. T. 712. reasonable time to register the (x) Colonial Bank v. Hepworth transfer. (1887), 36 C. D. 36; and Sheffield (r) Colonial Banh v, Whinney (Lord) v. London Joint Stoc]( Bank Conflict of Eights 347 quontly estopped themselves from relying on it {y) ; but if the com- pany knew of the equity at the time of registration, but nevertheless registered the transfer, it may apparently rectify its register so as to relegate the transferee to the position he would have held if he had never been registered (2). A person cannot avail himself of a legal title which he has got in after he has notice of prior equities (a) or where he has acted negligently (6), Where shares are held by trustees who have no authority to sell, if they transfer to a purchaser for value without notice (c) and the transferee is registered or obtains an unconditional right to be registered, the title of the transferee will prevail over that of the cestuis qui trustent, but the title of the cestuis qui trustent will pre- vail if asserted before the transferee is in such position (d), unless they have in any way estopped themselves from asserting their rights. Persons interested in shares will be held to have estopped them- selves against a bond fide purchaser for value without notice (includ- ing, of course, a mortgagee (c)) where they have authorized a sale or a mortgage, even though there is a limitation on the power which is so conferred, and regard is not had to such limitation (/) unless it has come to the knowledge of the purchaser before he has paid his money {g) , and on this principle it has been held that an agent authorized to sell can, if his principal has executed a transfer to him, give a good title to a mortgagee {h), and that a principal who at the bidding of his agent has executed a transfer to a bank, which is in (1888), 13 A. C. 333, as explained (6) Walker v. Linom, [1901] 2 Ch. in London Joint Stock Bank v. 104. Simmons, [1892] A. C. 201; in Lord (c) Cp. Briggs v. Masscy (1880), Sheffield's Case the lenders knew 42 L. T. 49, as to what will not that they were in all probability amount to notice. dealing with an agent having {d) Shropshire Union Railways, limited authority, and were so put etc.. Go. v. Reg. (1875), L. R. 7 H. L. on inquiry : see Cooke v. Eshclby 496. (1887), 12 A. C. 271. (e) Except perhaps where the {y) Colonial Bank v. Cady (1890), mortgage is a secm-ity for an antc- 15 A. C. 207 ; Hone v. Boyle (1891), cedent debt : Boots v. Williamson 27 L. R. Ir. 137 ; the cases on blank (1888), 38 C. D. 485. transfers have already been dealt [f ) Brocklesby v. Temperance, etc., with. Building Society, [1895] A. C. 173 ; (s) Peat v. Clayton, [1900] 1 Ch. Marshall v. National Provincial G59; cp. Indo-China Steam Navi- Bank (1892), 40 W. R. 328. galion Co., [1917] 2 Ch. 100. (gr) Cp. Jameson v. Union Bank of (a) Orligosa v. Brown, Janson cfc Scotland (1913), 109 L. T. 850, Co. (1878), 38 L. T. 145 ; Taylor v. where it was held that there was London and County Banking Co., sufficient to put the lender on [1901] 2 Ch. 231 ; Coleman v. London inquiry. County and Westminster Bank^[]dlG] (h) Rimmer v. WehsfeVf [1902] 2 2 Ch. 353, C'll. 103, 348 Shares the habit of leudmg money on, but not of purchasmg shares of the nature of those comprised in, the transfer, will be estopped from denying that such transfers confer a good security on the bank for money lent (i), for although an agent for sale has not usually authority to mortgage {k), the only limit of authority which can be recognized where there is a written document is, in the absence of express notice, the document itself (l) ; and, indeed, the ride itself scarcely seems to hold good in the case of a broker to whom a client has transferred stock (m). A receipt clause in a transfer will, if there has been a sale, protect a person relying on it against the vendor's lien of a principal, even though the consideration has never passed, the reason for this being because the person relying on it will have the higher equity, and not because of any doctrine of estoppel (n). If there has in fact been no sale and no money has passed, the principal will not be barred by a receipt given by his agent from showing such fact, even iu cases where if he had given the receipt himself there would be an estoppel against him (o). The ordinary statement in a transfer that the money has l)ceu paid is as effectual an acknowledgment as the ordinary conveyancing receipt (p). It is possible that a trustee is in this respect in a different position to an agent, and that the mere fact that a person has taken a transfer in the name of a trustee will not prevent his setting up his rights against even a purchaser for value without notice who has not obtained a legal title to the shares {q) ; and a person who has once been an agent for sale will, when he ceases to have authority to sell, be iu the same position as though he had been in the position of a trustee, and not an agent for sale of the shares (r). Where a person has transferred shares to a transferee to hold to the order of a third (i) Bentinchv. London Joint Stock v. Bullock, [189G] 2 Ch. 192. Bank, [1893] 2 Ch. 120. (o) Capell v. Winter, [1907] 2 Ch. (A.) Patcrson v. Task (1743), 2 376, it is very difficult to reconcile Str. 1178 ; Dauhigny v. Duval this case vdth Rimmer v. Webster, (1794), 5 T. R. 604 ; Weincr v. Gill, [1902] 2 Ch. 163. [1905] 2 K. B. 172, affirmed, [1906] (p) Rimmer v. Webster, [1902] 2 2 K. B. 574. Ch. 162; see, however, Renncr v. (I) Bryant, Powis and Bryant v. Tolley (1893), 68 L. T. 815. Quebec Bank, [1893] A. C. 170 ; {q) Burgis v. Constantlne, [1908] Hambro v. Burnand, [1904] 2 K. B. 2 K, B. 484 ; Carritt v. Real and 10. Personal (1889), 42 C. D. 263; in {m) Collis v. Hibernian Bank Lloyd's Bank v. Bullock, [1896] 2 (1893), 31 L. R. Ir. 261 ; cp. Magnus Ch. 192, Chitty, J., held that there V. Queensland National Bank (1888), had in fact been a sale, though it 37 C. D. 466. could have been avoided, and the (n) Capell v. Wititer, [1001] 2 Cii. trustee had power to sell. 376, commenting' on Rice v. Rice (r) Burgis v. Consfantine, [1908] (18r)3), 2 Prow. 73 ; Lloyd's Bank 2 K. B, 484, Estoppel 349 party, he may revoke his mandate at anytime before the third party has given an order (s). If a person deposits bonds which pass by delivery with an agent or a trustee for safe custody, and that agent or trustee delivers them to a purchaser for value without notice, it follows that the true owner's rights will be postponed to those of such purchaser, even though the bonds be not negotiable instruments {t). These cases are all based on estoppel, but to found such an estoppel there must not merely be conduct of culpable neglect calculated to lead others, and in fact leading them, to believe in a certain state of circumstances, but the neglect must be in the transaction itself, and must be of some duty owed by the person guilty of neglect towards the person who has suffered or towards the general public or some class of the public to whom such person belongs {u), and must be the proximate cause of the loss. Thus the mere fact that a company has allowed its secretary to have the custody of its seal and has thereby enabled him to transfer stock under a forged power of attorney purporting to bear such seal {x) or to issue certificates fraudulently (y) will not prevent the company from establishing that an innocent purchaser for value has no title to the stock or the shares mentioned in the certificates ; and a person who has given his broker transfers which are blank with regard to the descriptions of the shares to be transferred and has left the certificates of shares other than those he intended to transfer with such broker will not be precluded from showing that the broker has fraudulently and contrary to his instructions filled up the blanks in the transfers with the descriptions of such other shares (z) ; nor will a com- pany be precluded from denying the title of a purchaser of shares where the certificate relating to the shares has been deposited with it and it has negligently allowed it to be handed to the wrong person (a). Where a company has registered a forged transfer it will have to replace the original owner of the shares transferred in the position (s) Welherman v. London and Merchant,'! of the Staple v. Bank of Liverpool Bank of Commerce (1914), Enrjland (1888), 21 Q. B. D. 100. 31 T. L. R. 20. (?/) Ruben v. Great Finr/all, [lOOO] (t) Goodwin v. Robarts (187G), 1 A. C. 439. A. C. 470; Hone v, Boyle (1891), (;) Swan v. North British Aufl- 27 L. R. Ir. 137. tralasian (1803), 2 11. & C. 17r. {u) Swan V. North British Austra- Taylcr v. Great Indian rcninsulu lasian (1803), 2 H. & C. 175 ; and (1859), 4 Do G. & J. 559. soo also Kepitigalla Rubber Estates v. (a) Tjonginan v. Bath Electric National Bank of India, [1909] 2 Tramways, [1905] 1 Ch. 040 ; and K. B. 1010, 1025. SCO Northern Counties, etc.. Fire (x) Bank of Ireland v. Evans'' Insurance Co. v. Whipp (1884), 20 Trustees (1855), 5 H. L. C. 389 ; C. D. 482. 850 Shares he occupied before tlie transfer was registered (6) ; but it will be entitled to be indemnified, as is above stated (c), by the person who put forward tlie forged transfer. The cause of action in such case arises when the company first declines to treat the person whose name has been wrongfully removed from the register as the owner of the stock or shares which have been wrongfully transferred, and the Statute of Limitations will not commence to run till then {h). The fact that the company sends a notice to the owner of shares inform- ing him that there has been an application to transfer his shares and stating that the shares will be transferred unless they hear from him to the contrary will not protect the company if they do register a forged transfer (fZ). Where shares are registered in the joint names of several execu- tors {e), they must all be parties to a transfer even where the register contains a note that they are executors (/). Companies (g) who issue or have issued shares, stoct, or securities transferable by an instrument or by an entry in any books or register kept on their behalf have power to make compensation by a cash payment out of their funds for any loss arising from a transfer of any such shares or securities in pursuance of a forged transfer or of a transfer under a forged power of attorney whether such loss arises and whether the transfer or power of attorney was forged before or after the passing of the Forged Transfers Act, 1891, and whether the person receiving compensation or any person through whom he claims has or has not paid any fee or otherwise contributed to any fund out of which the compensation is paid (h). A company may, if it thinks fit, provide either by fees not exceeding the rate of Is. on every £100 transferred with a minimum charge equal to that for £25 to be paid by the transferee upon the entry of the transfer in the books of the company, or by insurance, reservation of capital, accumulation of income, or in any other manner which they may resolve upon, a fund to meet claims for compensation (^). For the purpose of providing such compensation any company (b) Barton v. North Staffordshire any Act of Parliament or by Royal liailway (1888), 38 C. D. 458. Charter and the Act also applies (c) Supra, p. 330. to any industrial, friendly, benefit (d) Barton v. London and North building, or loan society, by or in Western Railway (l8dO)y2iQ.B.'D. pursuance of any Act of Parlia- 77. ment : The Forged Transfers Act, (e) Barton v. North Staffordshire ,1891, ss. 2 and 3. Railway (1888), 38 C. D. 458. {h) The Forged Transfers Act, (/) Barton v. London and North 1891, s. 1 (1), as explained by tho Western Railway (1890), 24 Q. B. D. Forged Transfers Act, 1892, s. 2. 77. (i) The Forged Transfers Act, {g) This includes all companies 1891, s. 1 (2), as amended by the incorporated by or in pursuance of Forged Transfers Act, 1892, s. 3. Dividends 351 may borrow on the security of its property ()(':), and may impose such reasonable restrictions on the transfer of their shares, stocks, or securities or with respect to powers of attorney for the transfer thereof, as it may consider requisite for guarding against losses arising by forgery (1). A company which makes compensation under these Acts for any loss arising from forgery has without pre- judice to any other right or remedy the same right or remedy against the person liable for the loss as the person compensated would have had (m). Where a transfer of shares has been made and nothing remains to be done to complete the transaction, such transaction can only be set aside if fraud is proved (n), or if a fiduciary relation exists between the parties (o). A voluntary transfer cannot be set aside under the Bankruptcy Act, if the transferee has transferred to a bond fide purchaser for value without notice, even though he purchased after the original transferor had committed an act of bankruptcy (2>). Dividends. We have already considered the question of what funds a com- pany can make available for dividend. We now come to the question of the provisions of the articles on the subject and of the distribution of the dividends among the members {q). But it will in the first place be necessary to consider some of the income tax provisions. Income tax is imposed annually. The Income Tax Act, 1918, provides (r) that where any Act enacts that income tax shall be charged for any year at any rate the tax at that rate shall be charged for that year in respect of all property, profits, or gains respectively described or comprised in the Schedules marked A, B, C, D and E in the First Schedule to this Act, and in accordance with the rules respectively applicable to those Schedules. Under Schedule D a person resident in the United Kingdom will, broadly speaking, have to pay on all his profits or gains, while a person resident out of the United Kingdom will only have to pay on the annual profits or gains from property or a trade exercised in the United Kingdom (s). A company incorporated outside the United {k) Forged Transfers Act, 1891, Development Co., [1914] 2 Ch.488. s. 1 (3). (p) Re Hart, [1912] 3 K. B. 6. {I) Ibid., 8. 1 (4). (g) As to share-warrants to (m) The Forged Transfers Act, s. 1 bearer see infra, pp. 368 et neq., and (5). particularly the Non-Fcrrous Metal (n) Seddon v. North Eastern Salt Industry Act, 1918, s. 4, infra, pp. Co., [1905] 1 Ch. 320. 3G9 and 370. (o) Armstrong v. Jackson, [1917] (r) Section 1. ZK.B. 822; Transvaal Lands Co. V. (s) Income Tax Act, 1918, iJaw Bdejium [Transvaal) Land and Schodulo A, Rule 1. S52 Shares Kingdom may be resident in the United Kingdom (^), and on the other hand a company registered in may be resident out of the United Kingdom (w). The question in each case being where the Board which really controls the business of the company holds its meetings. Income tax will have to be paid on the profits of a business whether carried on wholly or partly in the United Kingdom {x), and this will be the case whether the assessment is under Case I, of Schedule D {y), or, subject to certain exceptions, under Cases IV. or V. of that Schedule (2). It is for the taxing authority to decide under which case assessment is to be made {y). Income tax will not usually be payable on accretions to capital (a), but on the other hand, as a rule, capital losses and depreciation cannot be deducted from profits (6). A company cannot claim either the exemptions given to persons of small incomes (c) or the benefit of the provisions of the Act as to earned incomes {d), and it will not be liable to super-tax (e). The profits or gains to be charged on any body of persons must be computed in accordance with the provisions of the Act on the full amount of the same before any dividend thereof is made in respect of any share, right, or title thereto, and the body of persons paying such dividend shall be entitled to deduct the tax appropriate thereto (/). A person who refuses to allow a deduction of tax authorized by the Act to be made out of any payment, shall forfeit the sum of £50. Every agreement for payment of interest, rent, or other annual pay- ment in full without allowing such deduction will be void (g). Income tax will, apart from a resolution to the contrary, have to be deducted (<) De Beers v. Howe. [1906] A. C. Melbourne Trust, [19U] A. C. 1001 ; 455 ; see also Attorney -General v. Californian Copper v. InJand Alexander (1875), L. R. 10 Ex. 20 ; Revenue (1904), 6 Eraser, 894. Ccsena Sulphur Co. v. Nicholson (b) Coltness Iron Co. v. Black, (187C), 1 Ex. Div. 428; Goertz v. (1881), 6 A. C. 315; Alianza Co. v. Bell, [1904] 2 K. B. 136 ; American Bell, [1906] A- C. 18 ; Kauri Timber Thread Co. v. Joyce (1913), 108 Co. v. Commissioners of Taxes, L. T. 353. [1913] A. C. 771. (m) Mitchell V. Egyptian Hotels, (c) Mylam v. Market Harborough, [1915] A. C. 1022. Cp. Hood tfc [1905] 1 K B. 708; Curtis v. Old Co. V. Magee, [1918] 2 Ir. 34. Monkland, [1906] A. C. 86. (x) San Paulo v. Carter, [1896] (d) Income Tax Act, 1918, ss. 9, A. C. 31. 10, 11, Hand 15. (y) Liverpool and London and (c) Ibid., s. 4. Globe Insurance Co., [1913] A. C. (/) Ibid. All Schedule Rules. 610. Rule 20. The company pays in- (s) Section 5 of the Finance Act, come tax as agent for its sharc- 1914 (reproduced by the Income holders: Brooke v. Inland Revenue Tax Act, 1918), does away with such Commissioners, [1918] 1 K. B. 257; cases as Gratnophone and Typetvritcr disapproving Purdie v. Rex, [1914] V. Stanley, [1908] 2 K. B. 89; and 3 K. B. 112. i^odafcv. Ctort, [1903] 1 K. B. 505. (g) Ibid. All Schedule Rules. (o) Cp. Commissioners of Taxes v. Rule 23. Dividends 353 from all dividends, and so shareholders entitled to a fixed dividend will, as against the other shareholders, only be entitled to such dividend less tax {h), while a provision in the memorandum or articles to pay a dividend of, say, 5 per cent, free of tax would be bad, there would seem to be no objection to a provision to pay such a sum as will, after income tax has been deducted, yield a net sum of 5 per cent. (i). Where a dividend is declared free of income tax a recipient will, for the purj)ose of super-tax, have to add to his dividend the amount of income tax which the company has paid in respect of such dividend (k). Where a company has obtained a rebate of income tax under section 55 of the Income Tax Act, 1918, owing to having paid colonial income tax, it can only deduct the net British income tax it has actually borne {I). The Provisional Collec- tion of Taxes Act, 1913, allows of income tax being deducted in certain cases, before it has been actually imposed by Act of Parliament. Not infrequently the articles provide that dividends shall only be paid out of the profits of the business of the company {m), thus preventing accretions to capital from being divided, and in other cases they provide that dividends shall only be paid out of profits {n), thus requiring the company to make good any losses of capital it may have suffered (o). Generally a shareholder is not entitled to any share of the pro- fits of the company until a dividend has been declared (p), and where this is the case even a preference shareholder cannot in a winding-up claim for arrears of his dividend out of profits which have been earned if no dividend has been declared (q), and the declaration of a dividend is a condition precedent to an action. (h) Ashton Gas Co. v. Attorney- [1902] 1 Ch. 353 ; Accrington Cor- General, [190G] A. C. 11; [1904] 2 jmration Steam Tramway-f, [1909] 2 Ch. 021. Ch. 40. (i) Brooke v. Price, [1917] A. C. (q) Crichton Oil Co., [1902] 2 Ch. 115; 7i;e). FORM OF RESOLUTION DECLARING A BONUS DIVIDEND WHERE MEMBERS ARE GIVEN NO OPTION OF RECEIVING CASH (c). Formal Parts. (1) That £ part of the sum of £ now standing of the reserve fund of the company be capitalized by being transferred to the credit of the share capital of the company and be applied in making payment in full at par for the shares numbered to both numbers inclusive in the capital of the company. (2) That the said shares numbered to both numbers inclu- does not become a trustee of a v. Crossley (1898), 77 L. T. 43; dividend for a shareholder at all Mitchcll-Hcnry v. Norwich Union events where no fund has been set Life Insurance Society, [1918] 1 apart to meet his dividend : Severn Iv. B. 123. and Wye, etc.. Railway Co., [189G] (a) See Thairlwall v. Great 1 Ch. 559. Northern Railway, [1910] 2 K. B. [u) Table A, Clause 102 ; cp. 509. i?/.9/akies after tlie contract was completed was lield accountable for the shares he received as a gift (a). In another case (6) a promoter agreed that he would take a director's qualification shares ofi him at their par value when the latter resigned and the director's shares were in pursuance of the agreement purchased from him, it was held that he was accountable to the company for the money he had received ; a fictitious arrangement by which directors are given an interest in the property immediately before the sale to the company will not save them from being accountable for any part of the pro- ceeds of sale which they subsequently receive (c). And a director will be liable to pay for the amount of his qualification shares where he holds them as trustee for a promoter and can be removed by that promoter at any time {d). It has even been held that an article authorizing promoters to give shares to directors of the company will not protect directors of the company who have received or allowed their co-directors to receive shares (e). But where a company passed a resolution appointing a director to represent the interests of a person taking shares, a private agreement by which that person should pay the director for his services was enforceable between the parties, on the ground that it was impliedly authorized by the resolution. The Court drew a distinction between "secret" and "private," saying there was no agreement not to disclose, and did not decide whether the director was accountable to the company (/). Where, however, there has been a full disclosure to the company as a whole (c/) of the fact that the directors are receiving presents of their qualification shares, there it would appear that the directors will not be accountable (A). In the cases we have been considering the directors will not be liable to be placed on the list of contributories {i), but it will be other- wise where they have not received the shares from the promoter, but have at his direction received the money to pay for their shares directly from the company out of the money due to the promoter ; (a) Ormerod's Case (1878), 37 [1893] 3 Ch. 566 (a case in which L. T. 244. it is very difficult to understand (b) Archer^ s Case, [1892] 1 Ch. why the founders' shares and the 322. ordinary shares were not treated (c) Bland's Case, [1893] 2 Ch. 612. as being on the same footing); (d) London and South Western Lagunas Nitrate Co. v. Lagunas Canal Co., [1911] 1 Ch. 346. Syndicate, [1899] 2 Ch. 392, and cp. (e) Clarke's and Helden'a Cases also Be Darby, [1911] 1 K. B. 95. (1878), 37 L. T. 222. ('0 British Seamless Paper Box (/) KregoTV. Hollins (1913), 109 Co. (1881), 17 C. D. 467 ; Innes n) David Ireland 6. etc., Co. (1876), L. R. 1 Ex. Div. 20, (w) Channel Collieries v. Dover St. 88. Manjarefs and Martin Mill Light (o) Salton V. New Beeston, [1899] Railway, [1914] 2 Ch. 506. A case I Ch. 775 ; Swdbey v. Port Darwin under s. So of the Companies Clauses (1889), 1 Meg. 385. Consolidation Act, 1845, was such a (p) Cp. Broivn^s Case (1874), 9 case. Ch. 102. (x) Jenner's Case (1877), 7 C. D. {q) Portal v. Emmens (187G), 1 132; ffamZey's Case (1877), 5 C. D. C. P. D. 201, 664; Forbes' Case 705. (1875), 19 Eq. 353 ; Kbicaid'a Case (y) Barber's Case (1877), 5 C. D. (1870), 11 Eq. 192. 963. Liability eoii Qualification Shares 417 directors must hold a cevtaiu number of qualification shares. In such cases a director no doubt owes a duty to the company to acquire his qualification shares, and impliedly authorizes the company to enter his name in the register in respect of such shares (2) ; but if nothing beyond the fact of his accepting the office of a director or accepting such office and acting in it, takes place, there will be no liability (a). There are one or two cases which seem to form exceptions to this rule. First of all, there is Stephenson's Case (b). It is stated in Buckley (c) that this case must be wrongly reported ; it is certainly quite incomprehensible. Then comes Cunie's Case {d). In that case subscribers to the memorandum who had failed to appoint directors, which they were entitled, and, it was held, were bound to do under the articles, were held liable. In this case the sub- scribers had signed an agreement binding them to take the shares, though this agreement was entered into before the incorporation of the company. Sir George Jessel {e) explains the case on this ground, but it is not an easy case to understand, and would very probably not be followed. PurcelVsCase {/) has been explained (g) on the ground that there was a contract by letter to take and allot the shares. On the other hand, where there is an application for shares and the company has failed to allot them (h) and has not notified the director that his application is acceded to (^), there will be no contract. Directors have also been held liable where there has been an allotment by a share committee, but no entry in the register {k), and also where there has been only an entry in the ledger (l). Green's Case (m) and Austin's Case (n) seem to be (2) After allowing a reasonable Brett's Cases (1883), 25 C. D. 283. time for the director to acquire his (h) Chajmian's Case (1860), 2 Eq. qualification shares. 507 ; Medical Attendance, etc., Co. ; (a) Wheal Buller Consols {ISS8),SS Onslow's Case (1887), 3 T. L. R. C. D. 42 ; Hutchinson's Case, [1895] 551; see also Carmichael and Hewitt's 1 Ch. 226; Brown's Case {181 i). Cose (1882), 40 L. T. 653, where tho 9 Ch. 102 ; Abercorn's Case (1802), company had no shares to allot. 4 De G. F. & J. 78 ; Ballina, etc.. These cases amount to a refusal to Co. (1888), 21 L. B. Ir. 497. The allot; see also Youde's Bill Posting first two cases seem to dissipate Co. (1902), 18 T. L. R. 731. any doubt thrown on this proposi- (i) Totliill's Case (1865), 1 Ch. 85; tion by Hewitt's and Brett's Cases see Levita's Case (1867), 3 Ch. 36. (1883), 25 C. D. 283, or Karuth's (k) Harward's Case (ISll), WRq. Case (1875), 20 Eq. 506; Bread 30. Supply Association (1893), 02 L, J. (I) Esparto Trading Co. (1879), (oil.) 376, is not, it is thought, law. 12 C. D. 191 ; this case followed (6) (1876), 45 L. J. (en.) 488. Portal v. Emmens (1876), 1 C. P. D. (c) 9th Ed., p. 53. 201, 604, a case which as already (d) (1863), 32 L. J. (err.) 421; 3 stated depended entirely on the Do G. J. & S. 367. special statute there in quostion ; (e) Karuth's Case (1875), 20 Et|. it is therefore a somewhat doubtful 506. authority. (/) (1880), 29 W. R. 170. (m) (1874), 18 Eq. 428. (S') Per Kay, .T., in Heivitt's and (n ) (1866), 2 Eq. 435. S.C.L. 27 418 Management and Administration of Companies cases where it was held that the persons sought to be made liable were not in fact directors, and in Shaw's Case (o) a person who was not validly appointed a director was held not liable for shares he had applied for to qualify him. (4) Where there is a similar article to that in the foregoing class of cases, but the company have after the lapse of a reasonable time exercised their right to put a director on the register, there the director will practically always be liable. The rule will hold even where the directors have authorized an entry in the register, wliich has been made prior to the resignation of the director, after his resignation {])) ; it will also hold where the director himself subsequently to registration acquired sufficient shares {q). Where directors are allowed to act for a certain specified period before acquiring their qualification shares, such period will be the measure of what is a reasonable time (r), though possibly the director will not be liable if he only intends to act and does not act after the period expires (s). In other cases a reasonable time will be held to have elapsed when the director does any important act as a director {t). Thus attending a board meeting was in one case held to be sufficient {u), but apparently acts done while a company is merely in an inchoate condition, e.g. before it has gone to allotment, will not be sufficient to entitle the board to put a director's name on the register {x). But even where a reasonable time has elapsed, if the director resigns before his name is on the register, and the com- pany sends him an application form for his qualification shares, which he returns unsigned, he will not be a contributory if his name is subsequently placed on the register {y). In one case where a person had applied for shares of a certain class in the mistaken belief that they would qualify him, he was held liable not only for such shares, but also for his qualification shares, his name being on the (o) (1876), 34 L. T. 715. 661 ; see also (1877), 5 C. D. 70, {p) Molineaux v. London, Bir- where the decision of the Master of minghmn Insurance, [1902J 2 K. B. the Rolls was affirmed. 696. (x) Hewitt and Brett's Cases {q) Lord Inchiquin's Case, [1891] (1883), 2o C. D. 283; cp. also 3 Ch. 28. In tliis case the director Karuth's Case (1875), 20 Eq. 506. had allowed more than a reasonable (y) Ex parte Cammell, [1894] 2 time to elapse. Ch. 392. TMs seems to be a case (r) Cp. Hutchinson's Case, [1895] of an agreement revoking the autho- 1 Ch. 220. rity of the company ; see also In- (s) Ex parte Cammell, [1894] 1 ternational Cable Co. (1892), 66 Ch. 528 ; affirmed on other grounds;, L. T. 253, where it was held that [1894] 2 Ch. 392. the company or even its directors (t) Molineaux V. Londoti, Bir- if they had wide powers could, tningham Insurance, [1902] 2 K. 13. before the 1900 Act, extend the 096. time for taldng qualification shares. (w) Miller's Case (1876), 3 C. D. Liability for Qualification Shares 419 register for both (z). Merely being on the register will not make a director a member where he has not applied for shares and there ia no question of qualification shares (a). (5) Where there is an article providing that if directors do not obtain their qualification shares within a certain time they shall be deemed to have agreed to take the shares from the company (&), there persons who have accepted a directorship will be liable (c), even though they have not acted (d), unless perhaps if they have resigned before the prescribed period has elapsed (e). But they will not be contributories if they have applied within the period and the directors have refused to allot, or if before the end of the period the company, though not in actual winding-up, has ceased to have an active existence (/). It would seem that directors who have been placed on the register as the holders of fully paid shares cannot be treated as holders of unpaid shares even though they have not paid for the shares them- selves (5^), except in cases where the shares have in fact not been paid for at all and the directors in question are aware of the fact (h). In such cases, however, the directors may and will often be liable to pay the company the true value of the shares on the footing that they have committed a breach of trust in accepting a present of their qualification shares (i) ; but directors will not be liable in any sort of misfeasance proceedings for not taking their qualification shares (Jc). ^ The articles not infrequently provide that a director must hold his qualification shares in his own right. This does not mean that he must necessarily be beneficially entitled to them (Z), but it does (2) Fowler's Case (1872), 14 Eq. 9 Ch. 102; Eastwick's Case (1876), 316, doubted in Z»MA;e's Case (1876), 45 L. J. (ch.) 225; Disderi dc Co. 1 C. D, 620. (1871), 11 Eq. 242 ; and AsinnalVs [a) Hallmark's Case (1878), 9 Case (1877), 36 L. T. 362. C. D. 329. (h) Cp. Leeke's Case (1871), 6 Ch. (6) The Stock Exchange authori- 469 ; in Karuth's Case (1875), 20 ties do not approve of such an Eq. 506, Jessel, M.R., said that article ; see supra, p. 115. acting after notice could alone (c) Isaacs' Case, [1892] 2 Ch. 158. support this case after Brown's Case (d) Hercynia Copper Co., [1894] (1874), 9 Ch. 102. 2 Ch. 403. (i) Cp. De Ruvigne's Case (1877), (e) Salisbury-Jones and Dale's 6 C. D. 306 ; Pearson's Case (1877), Case, [1894] 3 Ch. 356; this case 4 C. D. 222; London and South turned on the construction of the Western Canal, [1911] 1 Ch. 346 ; article there in question. see also supra, pp. 402 and 403. {f)Youde's Bill Posting Co. {1^02), {k) Coventry's &nd Dixon's Cases 18 T. L. R. 731 ; tliis company was (1880), 14 C. D. 660. formed before 1901, and so had not {I) Pulbrook v. Richmond Con- to obtain a certificate entitling it solidated Mining Co. (1878), 9 C. D. to commence business. 610. In Bainbridge v. Smith (1889), ((/) Carting's Case (1876), 1 C. D. 41 C. D. 462, Cotton, L.J., dis- 115; cp. also Brown's Case (1874), agreed with this view, and Lindley, 420 MaJ^agement and Admin istbation of Companies mean tliat he must hold them in such a way that the company can safely deal with him in respect of them, and a director will not for this purpose hold shares in his own right if he is a bankrupt and the company has notice of the fact (m), or if he is entered on the register of the company as holding the shares as liquidator {n). Sometimes the articles contain a provision that the shares of directors or other officers of a company shall, on their ceasing to hold their office, be forfeited or surrendered to the company. Such a provision is, in the case of a limited company, quite bad — and directors who have taken shares will be liable to be put on the list of contributories (o). Shares held by a director jointly with others will satisfy a qualifica- tion clause at all events where it does not require the director to hold the shares in his own right {j)). The articles also provide for the period during which directors are to hold office and for the election of fresh directors. Where the articles provide that a member shall not be quahfied to be elected a director, unless written notice of the intention in that behalf shall be given before the day of election, such day will, in the event of the original meeting being adjourned, be the day of the adjourned meeting. The notice under such an article will not be invalid if it contains more names than there are vacancies (7). Where there is power for debenture holders or some other outside body to nominate directors, there the nomination will by itself appoint the directors, and no further act wull be necessary (r), but it wall be otherwise w'here the outside body is to nominate and the comj^any is to appoint (s). The articles usually contain pro- visions for removing directors before the expiration of their term {i) — if there is no such provision, the company cannot re- move a director, unless it first alters its articles so as to take power to do so, and then after the confirmatory resolution for the alteration has been passed, it may remove a director in the L.J., only followed it becavise he A. C. 409. thought it desirable not to disturb a (p) Dunster^s Case, [1894] 3 Ch. decision of some years' standing. It 473; Grundyw. Briggs,\\Q\Q'\\ C\\. has since been followed in Cooper 444. V. Griffin, [1892] 1 Q. B. 740; (5) Catcshy v. Burnett, [1916] 2 and Howard v. Sadler, [1893] 1 Ch. 32o. Q. B. 1. (r) British Murac Syndicate v. {m) Suttonv. English and Colonial Alperton Rubber Co., [1915] 2 Ch. Produce Co., [1902] 2 Ch. 502. 186. (n) Boschoek Proprietary v. Fuke, (s) Plantations Tust v. Bila [1906] 1 Ch. 148. (Sumatra) Rubber Lands (1916), 85 (0) Walker and Hacking (1887), L. J. (en.) 801. 57 L. T. 763; it would seem clear (t) See supra, p. 115, for Stock that Miller's Case (1877), 5 C. D. Exchange requirements on tliia 70, is not good law on tliis point point, since Trevor v. Whitworth (1887), 12 Tenure of Office of Director 421 manner prescribed by its altered articles (m). It Las, however, been held that, though a company cannot remove a director, the Court will not compel it to employ a director against the wish of the majority of its members (x). These cases depend on the principle that the court will not give specific performance of a contract of service. They are, however, both cases of orders made upon interlocutory motions, where of course the object would have been rather to keep matters in statu quo, than to finally decide the rights of the parties, and Harden v. Phillips {y) is, to say the least of it, difficult to recon- cile with the recent decision of the Court of Appeal and House of Lords in Salmon v. Quin and Axtens (2), which decides that the company cannot deprive directors of the powers conferred on them by its articles of association unless it changes its articles — because their position is that of managing partners and not that of mere agents of the company. This case goes further than its predeces- sors (a), because the Court interposed to protect the rights of the directors, in effect giving them specific performance of a contract which was only to be found in the articles. Where an outside body had power to nominate, Sargant, J., was, in the absence of anything being urged against the persons nominated, prepared to enforce the contract, but he appears to have considered that it might have been otherwise if the power had extended to nominating a majority of the board; as, however, one of the directors was open to certain objections, the Court stayed its hand so as to give the company an opportunity of raising such objections (&). In a later case(c) where the outside body was to nominate and the company to appoint. Eve, J., refused specific performance, as he held that the nomination was made for ulterior reasons, and he expressed great doubt as to whether specific per- formance should ever be granted in these cases, saying that, in the case before Sargant, J., it was a question of enforcing an executed, and not as in the case before himself an executory, contract. Having regard to Salmon v. Quin and Axtens (2), it is submitted that, at all (m) Imperial Hydropathic Hotel (x) Harben v. Phillijps (1883), 23 Co. V. Hampson (1882), 23 C. D. 1 ; C. D. 14 (the case of ordinary Grant v. William Grant dh Sons directors) ; Bainbridge v. Smith {Newtownards) (1016), 50 1. L.T.lSd; (1889), 41 C. D. 462 (the case of a H alter sley V. Lord Shelburne (1862), managing director). 31 L. J, (CH.) 873, was a case under {y) (1883), 23 C. D. 14. the Companies Clauses Act, 1845, (z) [1909] 1 Ch. 311; [1909] and s. 91 of that Act empowers a A. C. 442, following dicta contained company to remove its directors; Isle in Gramophone and Typetvrifer Co. of Wight Railway Co. v. Tahourdin v. Stanley, [1908] 2 K. B. 89. (1883), 25 C. D. 320; West So7nerset (a) Cp. Automatic Self-cleansing, Mineral Railway V. Robinson (Idll), etc., Co. v. Cunningham, [1906] 2 34 T. L. R. 132. See post, pp. Ch. 34. 423 and 424, as to cases where 0, (b) See note (r), p. 420. director hfi,s njjsconducted hint)se If. (c) See note (s), p. 4gQ 422 Management and Administration of Companies events, where the outside body has to nominate, and the company or its directors has no power to appoint, the contract will be enforce- able even if it extends to a majority of the board. It has also been held {d) that a director cannot, even where directors have very wide powers, retire without tendering his resignation to the company as a whole — though it seems to have been admitted that the company could not refuse to accept the resignation. The result of Salmon v. Quin and Axtens {e) is, it is submitted, that a company cannot refuse to employ its directors or any of them. The question remains. Do these remarks apply to the office of a managing director ? There seems to be no doubt that a man may cease to be managing director, while retaining his post on the board (f), and as the powers of a managing director are very rarely defined in the articles, it being usually left to the directors to delegate to him such of their powers as they see fit — it would seem that it would be very difficult for a managing director to make out any sort of a contract under the articles conferring on him the powers of a managing partner — and if this is so it would seem that the company could, as a rule, decline to employ him as managing director, because his contract would usually be a mere contract of service and in no way incorporated in or part of the constitution of the company (g). In other words, a company by its articles confers certain specific powers on its directors (Ii), and it is beyond its powers to take any of those powers from its directors without first altering its articles. The articles of a company usually confer no specific powers on its managing director, and it, or rather usually its directors, can there- fore decline to employ its managing director, for that is not in any sense beyond the powers of the company. The articles usually provide for the directors retiring by rotation {i) and confer on the company the power of filling up the vacancies so occurring [k) ; (d) Municliyal Freehold Land Co. (g) Tliis view would seem to V. Pollington (1890), 63 L. T. 238 ; receive some support from Horn v. 59 L. J. (CH.) 734; see, however, if enry i^auWer tfc Co. (1908), 99 L. T. the dicta in Glossop v. Glossop, 524. [1907] 2 Ch. 370 ; and in Transport, (h) Cp. also Brownev. La Trinidad Ltd. V. Schomberg (1905), 21 T. L. R. (1887), 37 C. D. 1, wliieh is another 304 ; and Mosely v. Kojfyfontein case wliich is not very easy to Mines (1910), 79 L. J. (ch.) 647, per reconcile with Sahnon v. Quin and Eve, J.; and see alsoilf aiffonii's Case Axtens, [1909] 1 Ch. 311; [1909] (1853), 4 De G. M. & G. 769, wliich A. C. 442. was, however, a ease of a man {%) Table A, Clauses 78 and 79. resigning from a committee of In case of persons who have held directors. ofJSce for the same time, the person? (e) [1909] 1 Ch. 311 ; [1909] to retire are usually determined A. C. 442. by lot ; the expression should not (/) Glossop V. Glossop, [1907] 2 bo " by ballot," as that may mean Ch. 370; Foster V. Foster, [1916] 1 by secret voting. Ch, 532, [If) Tf^ble A, QlmsQ 81. Removal of Director 423 tliey also provide for the office of a director being vacated in certain events, the directors being usually empowered to fill up casual vacancies (l). Under such an article continuing directors, or, if there is an article stating that where the context admits the plural shall include the singular, a sole continuing director can appoint, even where they do not constitute a quorum (m) ; but a person appointed by the directors is often only to hold office until the next general meeting of the company, or for such time as the person whose place he takes would have held it (n). The articles also provide for directors whose offices have not been filled up continuing in such offices, and empower the company to increase or reduce the number of directors (o). Directors, who fail to call a meeting, where required to do so by statute, or, it is thought the articles, will, if there is a provision that they are to retire at such meeting, vacate their offices at the expiration of the time allowed for holding the meeting, and an article continuing directors, whose offices have not been filled up, will not come into efEect so as to continue them in their office {p). The articles sometimes also provide for the directors appointing additional (q) or in some cases, where directors are likely to be frequently abroad, alternate directors. They should empower the company to remove directors by extraordinary or special resolution (r) ; in such case it would seem that there is no need for the company to give the director any hear- ing in his own defence other than any hearing he may be entitled to as a member of the company (s). In cases where a director has misconducted himself the company may, it would seem, even apart from any special power, dismiss him, for by his misconduct he has in effect declined to perform his con- tract, and the company may consequently treat him as having resigned (t). Moreover, the same rule holds good where he has (l) Table A, Clause 84. Such a T L. R. 1. power continues to be exercisable {p) Consolidated Nickel Mines, even after a general meeting of the [1914] 1 Ch. 883. company, if the vacancj' still con- {q) In Isaacs v. Chapman (1916), tinues : Miinster v. C atnmell {18S2), 32 T. L. R. 237, the directors and 21 C. D. 183; Bennett Bros. v. the company had concurrent powers. Lewis (1904), 20 T. L. R. 1. (r) Table A, Clause 86. (m) Channel Collieries Trust v. (s) Cp. Dean v. Bennett (1871), 6 Dover St. Margaret's and Martin Mill Ch. 489; Hayman v. Governors of Lifif/ii /?ai7w?07/, [1914] 2rh. 506. Rwjhy School (1874), 18 Eq. 28; («) Table A, Clause 84. See Stock Casscl v. Inglis, [1916] 2 Ch. 211. Exchange requirements on this It is not thovight that the director point, supra, p. 115. removed would be entitled to any (o) This would bo within tho notice ; but see African Association limits assigned by the Articles for v. Allen, [1910] 1 K. 13. 396. the number of directors ; and see {t) Boston Deep Sea Fishing Co. Bennett Btqs. v. I^ewis (1904), 20 v, dnscU (1888), 39 C. D. 339, and 424 Management and Administration of Companies misconducted himself in tlic course of a previous contract with the same company, and the company has only discovered the mis- conduct subsequently, misconduct will not be considered to have been waived unless the company has actual knowledge of the facts (u). In such cases a director accused of misconduct would, it is thought, be entitled to be heard in his own defence and to have notice of what he is accused of, and the company cannot dismiss him for any charges of which he has no notice (x) ; but in none of these cases will the Court be astute to see that matters have been conducted exactly as they would have been in a Court of justice (y). The articles usually also provide that the office of a director shall be vacated on the happening of certain events. On the happen- ing of any one of such events, the office ^vill be vacated ; there can be no question of the director being entitled to a special hearing (z), except possibly that the company may by summoning a meeting to consider his case treat him as a continuing director, and thereby give him a right to a hearing (a).' The events on which the office of a director is to be vacated will in all cases include the case of a director failing to obtain his qualification within a period of two months from the date of his appointment {h), or within the shorter time allowed by the articles, or of his ceasing to hold such shares after the expiration of such period (c). A director cannot be said to cease to hold his qualifica- tion sliarcs if he has never had them (d) ; but this would seem to be unimportant now, having regard to the terms of the section. If a director's name is wrongfully taken off the register of members and an order to rectify the register is made, this will date back so as to prevent the office being vacated (e). Usually, too, the office will be vacated if a director holds any office of profit under the com- pany other than that of a managing director or manager. Under see especially the judgment of case cited in the preceding note. BowEN, L.J., herein, and cp. Kyshc {h) Query as to the effect of such v. Altiiras Gold Co. (1888), 36 W. R. an article as existed in Isaacs^ Case, 496. [1892] 2 Ch. 158; supra, p. 419, (u) Federal Supply and Cold note (c) ; it is thought that a Storage v. Anghern (1911), 80 L. J. director would, M-ithin the mean- (p. c.) 1. ing of the section, obtain liis quali- (x) Cp. Andreivsv. MitcJicll, [1905] fication even without allotment A. C. 78; D'Arcy v.Adajn son [1913), where there is such an article. 29 T. L. R. 3G7 (c) Companies (Consolidation) (y) Inderwick v. Snell (1850), 2 Act, 1908, s. 73. Mac. & G. 216. (d) Salton v. New Beeston, [1899] (s) Bodega Co., [1904] 1 Ch. 276. 1 Ch. 775. (a) Turnbull v. West Riding (e) Pulhrooh v. Richmond Consoli- Athletic (1894), 70 L. T. 92, but it dated Mining Co. (1878), 9 C. D, is very doubtful whether this case 610, }s good law or consistent with tl^e Vacation of Office of Director 425 this heading will, it seems, come the office of paid secretary (/), of paid trustee of a debenture trust deed (g), but not that of a receiver and manager appointed by the Court with a salary {h), and a resolution, appointing a director solicitor to the company, will, where he has not acted, not vacate his office of director (*'). A sub- scriber to the memorandum, who is to be deemed to be a director until directors are appointed, will under such a clause vacate his office of director on accepting a salaried post (Jc). The office of a director will also usually be vacated if he becomes bankrupt or insolvent (l), or a lunatic, but if the company chooses to appoint a bankrupt or insolvent that will not prevent his continuing to hold ofl&ce under such a clause (m). Sometimes, too, the office will be vacated if a director absents himself from board meetings for a certain period. In such case the period will begin to run from the first board meeting he does not attend, and will expire at the first board meeting after the period is over {n) ; but the expression " absents himself " in such an article apparently means something more than is absent. If a man is unavoidably absent {e.g. through illness), this will not be enough (o), but the office will be vacated under such a clause if the director's absence is merely occasioned by his having received medical advice that it would be better for him not to attend (j)). There is almost invariably a more or less stringent clause as to the office of a director being vacated if he is concerned in or par- ticipates in the profits (q) of contracts with the company ; such a clause often has a saving to the efiect that it shall not apply if the director discloses his interest, meaning the exact nature of his (/) Cp. Iron Ship Coating Co. v. Sissons and Co. v. Sissons (1885), 54 Blunt (1868), 3 C. P. 484 ; British Sol. J. 802 ; Ja7ncs v. Eockwood Col- Asbestos V. Boyd, [100:i] 2 Ch.iSO. Ucry Co. (1912), 106 L. T. 128; {g) Astley v. New Tivoli, [1899] 1 Charles W. Cassils id.,s. 8, as pointed- — on the point of acquies- to persons who have failed to make cence this case would scarcely bo d declaration under that section. followed. (Z) See Companies (Consolida- 464 Management and Administration of Companies It would seem quite clear tliat a chairman camiot at his own will and pleasure adjourn a meeting so as to prevent its transacting the business it was convened for, and that if he does this the meeting may elect a new chairman, and proceed with the business (q). Probably where it is impossible to conduct the business properly the chairman has power to adjourn the meeting (/•). Where the power of adjournment is in the chairman with the consent of the meeting, as is not uncommonly provided by the articles, the chairman is not bound to adjourn a meeting though the majority desire it {s). After the chairman has taken his seat it is usual for the secretary to read the notice of the meeting {t), and also if the auditors have made a report, such report. At directors' meetings the minutes of the previous meeting are read, and when such minutes are approved the chairman signs them. The usual practice is for each motion to be proposed and seconded ; but this would appear to be unnecessary in the case of a motion from the chair, and the fact that a proposal has not been seconded would, it is thought, not affect the validity of a resolution passing it (w). It is not right to put the resolutions which are before the meeting en hloc, each resolution should be separately put to the meeting (x), but where it is a question of electing a board of directors who are to act together, it would seem to be right to put the names of all who are to be elected together as one resolution (?/). It is the chairman's duty to decide whether any amendment which is duly proposed and seconded is in order, and if any amend- ment is so brought forward, it need not necessarily be reduced to writing — all that is required is that such amendment should be (q) National Dwellings Society v. Sykes, [1894] 3 Ch. 159 ; Catcsby v. Burnett, [191G] 2 Ch. 325. (r) Seo Reg. v. D'Oyly (1840), 12 A. & E. 139 ; Rex v. Chester (1834), 1 A. &. E. 342; in both of these cases the adjourniTient was for the purpose of a poll, i.e. where the bvisiness was not in progress, a distinction taken in the last cited but earher case. Stougliton v. Reynolds (1736), 2 Str. 1045 Cas. temp.. Hard, 174, Fortescue, 168, which was supposed to decide that the question of adjoiu-nment was in the meeting, was stated in Reg. V. D'Oyly, supra, only to decide that if the chairman adjourns so as to disturb the proceedings the Court will interfere ; see also Rex V. Wilts (1811), 13 East, 352; see Ex parte TiH (1875), 10 Ch. 631, as to adjourning for improper reasons, viz. to get a particular majority. (s) Salisbury Gold Mining Co. v. Hathorn, [1897] A. C. 268. (t) See Betts v. Macnaghten, [1910] 1 Ch. 430, as to reading such notice as part of the minutes — when it is taken as read. (u) See Horbury Bridge Coal, Iron, and Waggon Co. (1879), 11 C. D. 109. (x) Patentwood Keg Syndicate v. Pearse, [1906] W. N. 164 ; Rex v. Player (1819), 2 B. & Aid. 707; Blair Open Hearth Furnace Co. v. Rcigart (1913), 108 L. T. 665. {y) Reg. v. Brightwell (1839), 10 A. & E. 171, apparently overruling the dicta in Rex v. Monday (1777), 2 Cowp. 530 ; cp., however, Patent- wood Keg Syndicate v. Pearse, [1906] W. N. 176. Conduct op Meetings 465 sufficiently definite (2). A shareholder voting on the resolution will not thereby be precluded from subsequently raising the objection that the chairman has ruled out an amendment which he ought to have put to the meeting {z). Where an amendment has been carried it should be j)ut to the meeting as a substantive resolution. Business mentioned in the notice may be dropped, and a resolu- tion which does not itself require a notice be substituted (a). PrimA facie every shareholder has a right to be heard on every question (6), but where the meeting has listened for a reasonable time it will be competent for the chairman, at all events with the consent of the meeting, to apply the closure (c). It would seem that speeches or reports made by directors {d) or shareholders (e) at meetings, will in the absence of malice be privileged if they contain libellous statements. Newspaper reporters have no right to attend company meetings (/), but if they are present it would seem that this will not usually take away the privilege of a speaker at the meeting {g) ; newspapers in publishing the reports of speeches at meetings will, it would seem, be entitled to claim privilege if the matter is one of public interest, but not otherwise (h). It is the chairman's business to ascertain the sense of the meeting. This is done in the first instance by a show of hands. On a show of hands apart from anything very special in the articles, each member present will have one vote only (t), and even on a special resolution proxies will not, unless they are held by a person not otherwise entitled to a vote, be counted {k). The Act provides that a company which is a member of another company may, by resolution of the directors, authorize any of its officials or any other person to act as its representative at any meeting of that other company, and that the person so authorized shall be entitled to exercise the same powers (z) Henderson V. Bank of Austr a- (h) South Helton Coal Co. v. lasia (1890), 45 C. D. 330. North Eastern News Association, (a) Trench Tubeless Co., [1900] [1894] 1 Q. B. 133 ; cp. also Liver- 1 Ch. 408. pool Household Stores Association v. (6) Const v. Harris (1824), T. & Smith (1888), 37 C. D. 170. R. 496, at p. 525. (i) Horhury Bridge Coal, Iron, (c) Wall V. London and Northern and Waggon Co. (1879), 11 C. D. 109. Assets, [1898] 2 Ch. 469. Where the articles are silent as to (d) Lawless v. Anglo - Egyptian votes, this will be the case on a poll (1869), L. R. 4 Q. B. 262. also: Companies (Consolidation) (e) Quartz Hill Consolidated Gold Act, 1908, s. 67. Mining Co. v. Beall (1882), 20 C. D. (k) Ernest v. Lo7na Gold Mines, 601. [1897] 1 Ch. 1 ; Caloric Engines and (/) Tenby Corporation v. Mason, Siren Fog Signals Co. (1885), 52 [1908] 1 Ch. 457. L. T. 846: the former case overrules (gr) Pittard v. Oliver, [1891] 1 Bidvjcll Bros., [1893] 1 Ch. 603. Q. B. 474. S.C.L. 30 4:Q6 MANAGEMENt AND ADMINISTRATION OF COMPANIES on behalf of the company which he represents as if he were an individual shareholder of that other company (Z). The expression " company " in this section is governed by the definition section of the Act, and it has been held that where the section is repeated in articles, which contain no definition of the word "company," such word will have the same meaning, and that consequently a foreign company will not be entitled to appoint a representative (jw). The expression "corporation" in an article will usually include a foreign corporation. AVhere a resolution has in fact been passed, and the vote admitted, an objection on the ground that only a copy of the resolution was produced will fail (w). A person appointed under this section could presumably vote on a show of hands. Presumably also committees or other persons representing lunatic members (o), executors or administrators of deceased members (js), and trustees of bankrupt members can, at all events where they are authorized by the articles, exercise the same powers of voting as the person whom they represent could liave exercised. Other persons are not members, and cannot, there- fore, it is thought, vote on special or extraordinary resolutions ; but there is nothing to prevent the articles authorizing them to vote on other matters. There is nothing to prevent any class of shareholder being excluded from voting altogether {q). Apart from special provisions in the articles, and there should always be such a provision, the chairman will not have a casting vote either on a show of hands or at a poll (r). If there is not such a pro- vision it would seem that any proposition brought forward will, if there be an equality of votes, fall to the groimd (s). A casting vote will be in addition to any other vote the chairman may have (r), and if there is a doubt, some of the votes may be received contingently {t). (I) Companies (Consolidation) 457, unless perhaps the articles Act, 1908, s. 68. direct notices to be sent to them, (w) Blair Open Hearth Furnace it wotild certainly seem that they Co. V. Reigart (1913), 108 L. T. 665. could not be counted for the p\ir- (n) Colonial Gold Reef v. Free poses of a quorum : Henderson v. State Rand, [1914] 1 Ch. 382. In Low«i< cfc Co. (1894), 21 Rettie, 674 ; this case proxies -had to be imder Greymouth Point Elizabeth Railway the common seal of a corporation, and Coal Co., [1904] 1 Ch. 32, and see but a foreign corporation without a also Cambrian Peat and Fuel Co. seal could give an unsealed proxy. (1875), 23 W. R. 405, 31 L. T. 773. (o) Table A, Clause 62. (r) Nell v. Longbottom, [1894] 1 {p) Cp. James v. Buena Ventura Q. B. 767. Nitrate Grounds Syndicate, [1896] (s) Cp. Reg. v. Chapman (1704), 1 Ch. 456. Holt, 443 ; Rex v. Ginever (1796), 6 (g) It would seem doubtful T. H. 152; Rex v. Tipperary, [190S] whether such persons would be 2 Ir. 108. entitled to be present ; cp. Mac- (t) Bland v. Buchanan, [1901] 3 Iceiizie By Order of the Board (r), X.Y. Secretary. Other Forms of Resolutions. alteration of articles. " That Articles of Association in the form of a draft set of Articles of Association wliich has for the purpose of identification been signed by A. B. a sohcitor of the Supreme Court be substituted for the existing Articles of Association of the Company." Where the new articles of association do more than bring the old ones up to date, it is desirable to accompany this notice by a circular (s) which may, with the alterations necessary to meet the case, be in the following form : — The a. B. Company Limited. The new Articles of Association which it is proposed that the Company shall adopt contain the following provisions, amongst others, wliich are different from those of the existing Articles of Association of the Company. 1. They give the Company power to pay a commission of 20 per cent, instead of 10 per cent, to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares of the Company, and procuring or agreeing to procure subscriptions whether absolute or conditional for any shares in the Company. 2. They extend the Uen, which the Companj' has at present over partly paid shares only, to all shares. 3. They enable the directors to refuse to register transfers of shares and persons claiming shares by transmission, in cases where the shares are fully paid, and not only as under the existing articles where they are partly paid. 4. They increase the maximum number of Directors from 4 to 6. 5. They increase the remuneration of each Director from £100 per annum to a remuneration calculated at the rate of £200 per annum. The new Articles are intended also to bring the Articles of Association of the Company up to date ; a copy of them can be seen at the registered office of the Company and at the offices of Messrs. Solicitors to the Company No. Street E.C. during business hours at any time before the confirmatory meeting {i). (r) These words must, of course, not be signed by the requisitionists. be omitted where the meeting is (s) Normandy v. Ind, Coope & summoned by requisitionists under Co., [1908] 1 Ch. 84. s. 66. In spite of the doubt (l) Wliere there ia not a circular, expressed in Stale of Wyoming the notice itself should state where Syndicate, [1901] 2 Cli. 431, it is the new articles can be seen, vmlesa thought that the notice may bo they are sent round with the notice, signed by the secretary ; it need In some cases instead of a tircular Form of Proceedings 477 reserve capital, That the sum of £ per share, being part of the capital of the Company which has not been already called up, shall not be capable of being called up except in the event and for the purposes of a winding-up. CONVERSION OP PRIVATE INTO PUBLIC COMPANY; SECTION 121 (2). That tliis Company do turn itself into a public Company. [Here will follow any change of articles that may be required.] CONSOLIDATION OF SHARE CAPITAL. That each of the following sets of five shares of £1 each, namely the shares numbered 1 to 5 both inclusive the shares numbered 16 to 20 both inclusive the shares numbered 30, 31, 43, 99, and 105 in the Capital of the Company and each consecutive set of five shares of £1 each of the shares numbered from 201 to 300 both inclusive in the capital of the Company be consolidated and subdivided into shares of £5 each. CONVERSION OF FULLY PAID-UP SHARES INTO STOCK. That the shares numbered to both inclusive be con- verted into stock. RECONVERSION OP STOCK INTO FULLY PAID SHARES. That the sum of £ stock of the Company now standing in the name of A. B. be reconverted into fully paid shares of £ each numbered to both numbers inclusive in the capital of the Company {u). FORM OF WRIT IN ACTION BY A SHAREHOLDER ON HIS RE- PRESENTATIVE CAPACITY AGAINST A COMPANY AND ITS DIRECTORS. In the High Court of Justice, Chancery Division. Mr. Justice Between A.B. (on behalf of himself and all other share- it may be desirable to send round a chapter on Petitions, pp. 737 et seq., copy of the new articles, with the where the resolutions are set out in material alterations marked, say, the petitions themselves, and also in red ink. pp. 792 et acq. (m) For other resolutions, see the 478 Management and Administration of Companies holders in the defendant company other than the defendants CD. and E.F.) PlaintifE and X.Y. Ld., CD. and E.F. Defendants. George V. By the Gbace op God, etc. The plaintiff claims. (1) An injunction restraining the defendants and each of them from acting upon or in any way giving effect to any of the reso- lutions passed at an adjourned extraordinary general meeting of the defendant company held on the day of 19 (2) Damages. (3) Costs, Form of Order in above Actiok. {Title and. Formal Parts.) This Court doth order that the defendants, X.Y. Ld., CD. and E.F. and each of them be restrained [until judgment in this action] from acting upon or in any way giving effect to numbers of the resolutions passed at an adjourned general meeting of the defendant company held on the and it is ordered that the defendants X.Y. Ld., CD. and E.F. do pay to the plaintiff his costs occasioned by this appeal and of the said orders. Such costs to be taxed by the taxing master. \^Salmon V. Quin and Axteno, Ltd. and Otliers, 1908, S. 4090. Order of CA. dated 5th December, 1908.] Inspection. The Board of Trade (x) may appoint one or more competent inspectors to investigate the afiairs of any company and to report thereon in such manner as the board direct : — (i) In the case of a banking company having a share capital, on the application of members holding not less than one- third of the shares issued ; (ii) In the case of any other company having a share capital, on the application of members holding not less than one- tenth of the shares issued ; (iii) In the case of a company not having a share capital, on the application of not less than one-fifth in number of the persons on the company's register of members. (x) A writ of prohibition will but only a scheme for obtauiing not lie against the Board of Trade information, and the report is only or an inspector appointed by it evidence of the opinion of the under these pro\Tsions, as the in* inspectors : 0-rosvenor v. West-end, spection is not a judicial matter, Eailu-oy (1S97), 76 L. T. 337. Inspectors 479 The application must be supported by sucli evidence as the Board of Trade may require for the purpose of showing that the applicants have good reason for, and are not actuated by malicious motives in requiring the investigation ; and the Board of Trade may, before appointing an inspector, require the applicants to give security for payment of the costs of the inquiry. It is the duty of all officers and agents of the company to produce to the inspectors all books and documents in their custody or power. An inspector may examine on oath the officers (y) and agents of the company in relation to its business, and may administer an oath accordingly. If any officer or agent refuses to produce any book or document which under the section it is his duty to produce, or to answer any question relating to the affairs of the company, he wiU be liable to a fine not exceeding five pounds in respect of each offence. On the conclusion of the investigation the inspectors must report their opinion to the Board of Trade, and a copy of the report must be forwarded by the Board of Trade to the registered office of the com- pany, and a further copy must, at the request of the applicants for the inspection, be delivered to them. The report will be written or printed as the Board direct. All expenses of and incidental to the investigation must be defrayed by the applicants, unless the Board of Trade direct the same to be paid by the company, which the Board of Trade is authorized to do (z). Where an application is made under these provisions the Board of Trade always require a statutory declaration showing that the applicants have good reason for and are not actuated by malicious motives in requiring such investigation. The appli- cants are also required to make a deposit varying according to the amount the investigation is likely to cost. It is not the practice of the Board of Trade to appoint an inspector where an action is pend- ing, which raises all or any of the questions which would be raised before the inspector (a). A company may by special resolution appoint inspectors to investigate its affairs. Inspectors so appointed have the same powers and duties as inspectors appointed by the Board of Trade, except that, instead of reporting to the Board of Trade, they must report in such manner and to such persons as the company in general meeting may direct. Officers and agents of the company incur the like penalties in case (y) But not ex-offlcers : Grosvenor (o) See reply made to a question V. West-End Railway (1897), 76 in the House of Commons by Mr. L. T. 337. Buxton, President of the Board (2) Companies (Consolidation) of Trade : Times Newspaper, 8th Act, 1908, s. 109. The section is August, 1913. scarcely ever mado use of. 480 Management and Administration of Companies of refusal to produce any book or document required to be produced to inspectors so appointed, or to answer any question, as tbey would have incurred if the inspectors had been appointed by the Board of Trade (b). A copy of the report of any inspectors appointed under the Act, authenticated by the seal of the company whose afiairs they have investigated, will be admissible in any legal proceeding as evidence of the opinion of the inspectors in relation to any matter contained in the report (c). Auditors. Every company must at each annual general meeting appoint an auditor or auditors to hold office until the next annual general meeting. If an appointment of auditors is not made at an annual general meeting, the Board of Trade may on the application of any member of the company, appoint an auditor of the company for the current year, and fix the remuneration to be paid him by the company for his services (d). A director or officer of the company is not capable of being appointed auditor of a company. A person, other than a retiring auditor, is not capable of being appointed auditor at an annual general meeting unless notice of an intention to nominate that person to the office of auditor has been given by a shareholder to the company not less than fourteen days before the annual general meeting, and the company must send a copy of any such notice to the retiring auditor, and give notice thereof to the shareholders, either by advertisement or in any other mode allowed by the articles, not less than seven days before the annual general meeting ; but if, after a notice of the intention to nominate an auditor has been so given, an annual general meeting is called for a date fourteen days or less after that notice has been given, the notice, though not given within the time required by this pro- vision will be deemed to have been properly given for the purposes thereof, and the notice to be sent or given by the company may, instead of being sent or given within the time required by this provision, be sent or given at the same time as the notice of the annual general meeting. The first auditors of the company may be appointed by the (b) Companies (Consolidation) auditor of standing. The remimera- Act, 1908, s. 110. tion usually paid by the company (c) Ibid., s. 111. to its auditors wUl no doubt be {d) Where the non-appointment some guide to the Board of Trade of auditors arises from some slip in fixing the remuneration of an the old auditors will usually be auditor, but as they necessarily ap- reappointed. In other cases the point a person of standing, a larger Board of Trade will appoint some fee may be necessary. AuDITOliS 481 directors before the statutory meeting, and if so appointed will hold office until the first annual general meeting, unless previously re- moved by a resolution of the shareholders in general meeting, in which case the shareholders at such meeting may appoint auditors. The directors of a company may fill any casual vacancy in the office of auditor, but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act. The remuneration of the auditors of a company must be fixed by the company in general meeting, except that the remuneration of any auditors appointed before the statutory meeting, or to fill any casual vacancy, may be fixed by the directors (e). Every auditor of the company has a right of access at all times to the books and accounts and vouchers of the company, and is entitled to require from the directors and officers of the company such information and explanation as may be necessary for the performance of the duties of the auditors. The auditors must make a report to the shareholders on the accounts examined by them, and on every balance sheet laid before the company in general meeting during their tenure of office, and the report mlist state : — (a) Whether or not tliey have obtained all the information and explanations they have required ; and (6) Whether, in their opinion, the balance sheet referred to in the report is properly drawn up so as to exhibit a true and correct view of the state of the company's affairs according to the best of their information and the explanations given to them, and as shown by the books of the company. The balance sheet must be signed on behalf of the board by two of the directors of the company, or, if there is only one director, by that director, and the auditors' report must be attached to the balance sheet, or there must be inserted at the foot of the balance sheet a reference to the report, and the report must be read before the company in general meeting, and be open to inspection by any shareholder. Any shareholder is entitled to be furnished with a copy of the balance sheet and auditors' report at a charge not ex- ceeding sixpence for every hundred words. If any copy of a balance sheet is issued, circulated, or published (e) Companies (Consolidation) effect of this section is to prevent Act, 1908, 3. 112.' It will be auditors recovering any remunera- noticed that neither the directors tion fixed otherwise than in the way nor the company are expressly om- provided by the section : see Page powered by the section to appoint v. Eastern and Midlands Raihvay auditors between the statutory meet- (1884)), 1 Cab. & E. 280, a case m'4 and the first annual general decided under s. 91 of the Com- meeting. It is thought that the panics Clauses Act, 1845. S.C.L. 31 482 Management and Administration of Companies without being signed as required by this provision, or without having a copy of the auditors' report attached thereto or containing such reference to that report as is required by the section, the company, and every director, manager, secretary, or other officer of the company who is knowingly a party to the default, will on conviction be liable to a fine not exceeding fifty pounds {/). In the case of a banking company registered after the fifteenth day of August, eighteen hundred and seventy-nine — (a) If the company has branch banks beyond the Unfits of Europe, it will be suflScient if the auditor is allowed access to such copies of and extracts from the books and accounts of any such branch as have been transmitted to the registered oflSce of the company in the United Kingdom ; and (i) the balance sheet must be signed by the secretary or manager (if any), and where there are more than three directors by at least three of those directors and where there are not more than three directors by all the directors {g). Holders of preference shares and debentures of a company have the same right to receive and inspect the balance sheets of the company and the reports of the auditors and other reports as is possessed by the holders of ordinary shares in the company, except in the case of private companies other than private companies which have not complied with such of their articles as constitute them a private company and have not obtained relief from their default, or companies registered before the 1st of July, 1908 (Ii). Where the accounts uf an assurance company to which the Assurance Companies Act, 1909, applies, are not subject to audit in accordance with the provisions of the Companies (Consolidation) Act, 1908, or the Companies Clauses Consolidation Act, 1845, relating to audit, the accounts of the company are to be audited annually in such manner as the Board of Trade prescribes, and the regulations made for the purpose may apply to any eucli company the provisions of the Companies Consohdation Act, 1908, relating to audit, subject to such adaptations and modifications as may appear necessary or expedient {(). Under the power conferred by this provision the following rules have been made : — The accounts of every assurance company not subject to audit (/) The offence can be prosecuted (Consohdation) Act, 1908, s. 276. Under the Summary Jurisdiction (g) Companies (Consolidation) Acts, but in Scotland all ptosecu- Act, 1908, s. 113. tions under the section must be (/;) Ibid., s. 114, as amended by at the instance of the Lord Advo* Companies Act, 1913, s. 1. cate or a procurator fiscal, as the (/) Assurance Companies Act, Lord Advocate directs i Companies 1909, s. 9. tiae supra, i>i>, 21 et $cq. Duties op Auditoes 483 in accordance with the provisions of the Companies (Consolidation) Act, 1908, or of the Companies Clauses Consolidation Act, 1845, relating to audit shall be audited in accordance with the provisions of section 113 (1) and (2) of the Companies (Consolidation) Act, 1908 (k). No director or officer of the company shall be capable of being appointed an auditor. In the case of a company having a share capital, the auditor or auditors shall be elected annually by the shareholders (l). Section 113 of the Companies (Consolidation) Act, 1908, impliedly requires an annual balance sheet and audit (m), and the Act also imposes other duties on auditors. They must audit that part of the summary which the company, if not a private company, is required to make in the form of a balance sheet containing a summary of its share capital, its liabilities, and its assets (n). If auditors have been appointed before the statutory meeting they must certify the correct- ness of the statutory report so far as it relates to the shares allotted by the company, and to the cash received in respect of such shares and the receipts and payments on capital account (o). Auditors appointed under the above provisions have a prima facie right to rely on their appointment, and if they are improperly dismissed will be entitled to bring an action ; but the Court will not force their services on the company, particularly where proceedings against them are threatened, and there is a possibility of their using their position to obtain discovery in such proceedings. If the auditors have been dismissed by the directors, the Court will usually direct a meeting of the company to ascertain its wishes. Where an auditor is excluded, he will not be liable for the non-performance of his statutory duties {p). Not infrequently the articles contain directions with reference to the duties of the auditors ; and in such case the auditors are bound to comply with such requirements (q). The first question {k) I.e. the provisionf? of s. 113, with the articles constituting them giving the auditors right of access private companies, see Companies to the books of the company Act, 1913, s. 1. and to make inquii'ies and also (o) Companies (Consolidation) the provisions of that section re- Act, 1908, s. G5 (4). lating to the auditors' report. (p) Cuff v. London and County {I) Order of Board of Trade of Land and Building Co., [\d\2) 1 Ch, June 6, 1910. Rules relating to 4.40. the audit of accounts of assurance {q) Kingston Cotton Mill {No. 2), companies, Rules 1, 2, and 3. [1896] 2 Ch. 279. An article pro- (m) Newton v. Birmingham Small viding that the books shall not be Arms Co., [1900] 2 Ch. 378. open to inspection of members will (n) Companies (Consolidation) not prevent discovery in an action : Act, 1908, s. 20. As to private Cartland v. Houston, etc., Co., [Idl2] companies which have not complied W. N. 110. 484 Management and Administration of Companies that arises in considering the duties of auditors is as to the extent to which they are bound to go behind the books of the company. It will be seen that auditors in their report have to say whether the balance sheet shows a true and correct view of the company's affairs, according not only to the books of the company, but also according to the best of their information and the explanations given to them (r). These latter words were first introduced by the Companies Act, 1907, but they do not seem to alter the law as previously laid down to any considerable extent. It is not 'the duty of auditors to consider whether the business of the company is, or is not, being prudently carried on : they have simply to ascertain the true financial position of the company at the time of the audit (s). To do this they are not bound to go through every document and paper of the company ; they may, for instance, take a few vouchers at haphazard, and if these are in order they may assume that the other vouchers are in like case {t) ; or again, they may rely on the certificate of the managing director as to the value of the stock which the company has in hand (u). It has been stated that it is the duty of an auditor to examine the register of members, and that a proper certificate cannot be given unless this is done (x) ; and they must check the statements in the balance sheet as to the amount of cash at the bank and in hand by looking at the pass-book or obtaining a certifi- cate from the bank {/j). Auditors will, apparently, not be liable where they have passed in accounts audited by them, sums which have been paid by the directors, but which, owing to the absence of authority in the articles or the provisions of the Act, ought not to have been paid, at all events where the Court is not satisfied that the company has been damaged by the act of the auditors (z). If an auditor does come across any suspicious circumstance, then it is his duty to probe the matter to the bottom, and if such inquiry does not do away with his suspicions, he must report to the shareholders ; except in very rare cases, it will be necessary to report suspicious facts to the shareholders, and it will not be sufficient to indicate to them a source from which they can get the requisite (r) Companies (Consolidation) {u) Kingston Cotton Mill {No. 2), Act, 1908, s. 113 (2) (6). [189G] 2 Ch. 279. (s) London and General Bank (x) Wheatcroft's Case (1873), 29 (No. 3), [1895] 2 Ch. 673 ; see also L. T. 324. per Farwell, L.J., in Rex v. (2/) ^ox & Son v. Morrish, Grant Hobcrts, [1908] 1 K. B. 407. c& Co. (1918), 35 T. L. R. 120. (t) London and General Bank (2) Bolivia (Republic of) Explora- (No. 3), [1895] 2 Ch. G73 ; cp. also tion Syndicate, [1914] 1 Ch. 139. Thomas v. Devonport Corporation, The payments in question were [1900] 1 Q. B. 10, a case under the underwriting commissions, and the Municipal Corporations Act, 1882. profit costs of a director. Duties op Auditors 485 information (a). Thus, if auditors find that without any apparent reason the stock of the company, or any other asset, has become very largely inflated in value from one year to another, that is a matter for inquiry, and, if necessary, for them to report on ; and the same remark would probably be true where assets of a wasting character or book debts of long standing stand from year to year at the original value placed on them ; again, if the company is applying its moneys in a manner which is ultra vires, e.g. in the purchase of its own shares, the auditors should report on that. In a proper case the auditors of a company can call in an expert on any particular subject to assist them in their labours (&). A company cannot have a secret reserve fund, and keep the par- ticulars of such fund from its auditors. But previously to the Act of 1907, it was held that if a company had such a fund, and its auditors were satisfied with what was being done with it, it would be enough for the balance sheet to indicate that there were other un- disclosed assets ; but that if they were dissatisfied with the state of such fund, e.g. if it was invested in partly paid shares which might expose the company to serious liability, they must disclose the fact to the shareholders (c). It is not thought that this decision can now hold good (in the case of companies other than private companies) for the statement in the form of a balance sheet (cZ) which such companies have to make under section 26 (3) of the Companies (Consolidation) Act, 1908, must contain a summary of the company's share capital and of its liabilities and assets, giving such particulars as will disclose the general nature of those liabilities and assets, and how the value of the fixed assets have been arrived at (e). It is thought then that every item, except no doubt in- tangible items like goodwill, must be shown in the balance sheet, but as the question of value is one for the company to decide for itself (s), a company may, by putting a conservative estimate on its assets, create something in the nature of a secret reserve fund. The (o) London and General Bank inspection of any member gratis, {No. 3), [1895] 2 Ch. 673; Newton and of any other person on jjayment V. Birmingham Small Arms Co., of a fee not exceeding Is.: ibid., [1906] 2 Ch. 378. s. 30 (1) and (2). (6) Kingston Cotton Mill (No. 2), (e) The question of the value to [189G] 2 Ch. 279. be put on any part of the assets is, (c) Newton v. Birmingham Small however, a purely domestic ques- Arms Co., [1906] 2 Ch. 378 ; see tion, and so to be decided by the eXao Young v.Brownlee & Co., [\d\l'\ company alone : cp. Spanish Pro- S. C, 677. specting Co., [1911] 1 Ch. 92; see (d) This document is a public also Young v. Brownlee ds Co., document, for not only must a [1911] S. C. 677, where it was held copy of it be forwarded to the that a member had no cause of Registrar of Joint Stock Companies, action because the stock in trade Companies (Consolidation) Act, was undervaluod in tho balance 1908, g, 36 (4), but it is open to tho shoot. 486 Management and Administration of Companies form of balance sheet to be laid before the company in general meet- ing is a question of very great importance, having regard to the law that limited companies cannot pay dividends out of capital. According to the authorities, it may be right either (a) to have a balance sheet containing on the liability side all liabilities of the company, including the amounts paid up on the shares of the company, and on the other side all assets of the company, the balance (if any) on one side or the other, being credited or debited to profit and loss (/) ; or (6) to treat the balance sheet and profit and loss account as entirely separate, in which latter case the balance sheet will contain all capital liabilities of the company, including the amounts paid up on the shares of the company, and also all capital assets of the company, and the profit and loss account will contain, on the one side, all current expenses of the company, and on the other, all' current earnings of the company (g). The proper course to be adopted being dependent, apart fi-om any special provisions in the articles, on the nature of the business of the company, and on what is usual or the reverse in businesses of a similar nature; if the latter form is adopted there would appear to be no obligation on the company to set aside a reserve fund, even when the property of the company is of a wasting nature {h), and the question of what is to be charged to capital and what to profit and loss is generally speaking dependent on the same considerations as are applicable to the determination of the form of balance sheet to be adopted (i). Where the double account system has been adopted an accretion to capital cannot be transferred to profit and loss, where the accre- tion is only to one item of capital and capital assets as a whole have depreciated (Z;). It would seem, however, that if there is to be any force in the rule that dividends cannot be paid out of capital, there must be some payments which must be charged to profit and loss, even though an ordinary honest trader might see fit to charge them to capital. Thus, debts which are payable only out of profits would not be chargeable to capital (1), and it would seem that remuneration to directors, even where it is for special services rendered, must be (/) See Lubbock v. British Banic Chambirlain, [1918] 1 Ch. 266. of South America, [1892] 2 Ch. 198. {h) Lee v. Neuchatcl Asphalte Co. ig) See Lee v. Neuchatel Asphalte (1889), 41 C. D. 1. Co. (1889), 41 C. D. 1 ; Verner v. (i) Bond v. Barrow HcBmatite, General and Commercial Investment [1902] 1 Ch. 353. Trust Co., [1894] 2 Ch. 239; {k) Wall \. London and Provincial National Bank of Wales, [1899] 2 Trust, [1920] 1 Ch. 45. Ch. 629, and on appeal sub nom. ; (I) Bury v. Famatina Develop- Dovey v. Cory, [1901] A. C. 477; ment Corporation, [1909] 1 Ch. 754; Bond v. Barrow Haematite, [1902] [1910] A, C. 439, 1 Ch. 353 ; A^nmonia Soda Co, v, Form of Balance Sheets 487 charged to profit and loss, and that an article providing to the contrary will be bad (m). Income tax, Munitions Exchequer Pay- ments on Controlled Establishments (n), and Excess Profits Duty (o), are all charges on profits. The 1920 Finance Bill proposes to im» pose a tax of Is. in the £ on the profits of limited companies from any trade or business or undertaking of a similar character includ' ing the holding of investments (oo). Where debentures have been redeemed at a discount the difference between the redemption price and the amount due cannot be credited to profit and loss, and even if the borrowing can be treated as a separate business, such difference cannot be treated as profit if the assets represented by the moneys borrowed have depreciated to a like or greater extent (p). A more difiicult question arises with regard to interest on sums borrowed (q) or raised for purposes of construction — can a company treat moneys so paid for interest during the period of construction as a charge upon capital ? It would appear clear (r) that moneys raised by the issue of shares for construction purposes are not avail- able for the payment of interest on such shares or on any other shares, except in cases where the provisions of section 91 of the Companies (Consolidation) Act, 1908, or of the Indian Railways Acts, apply ; but it is argued that moneys borrowed are not in any sense caj^ital, that the buildings or works when completed represent not only the moneys expended on them, but also any interest that has been paid to raise such moneys, and that under these circum- stances, if it can be shown to be usual for individual traders to charge such moneys to capital there is no reason why a limited company should not do so. This line of argument proved successful in Bard- well V. Sheffield Waterworks (s), a case not decided under the Com- (w) Ashton V. Honey (1907), 23 debentures and preference shares, T. L. R. 253 the excess will be remitted. (n) See Mvinitions of War Act, (p) W all w. London and Provincial 1915, ss. 4 and 5; Finance Act, T/ws/, [1920] 1 Ch. 45. 1916, ss. 48 and 53; Finance Act, {q) For an instance of an injunc- 1917, ss. 24, 27 and 28. tion at the suit of debenture holdera (o) Finance Act (No. 2), 1915, ss. restraining excessive sums being 38 to 45; Finance Act, 1910, ss. placed to reserve, the interest being 45 to 57; Finance Act, 1917, ss. 20 only payable out of the profits of to 28; Finance Act, 1918, ss. 34 each year : see Heslop v. Paraguay and 35; Finance Act, 1919, ss. 32 Central Railway (1910), 5iSol.J. 234:. to 30. A company which merely For order in this case infra, p. 490. receives royalties is not carrying on (r) Otherwise the Indian Rail- business for the purposes of the ways Act, 1894, and the Acts Excess Profits Duty Sections: In- amending it, and also s. 91 of the land Revenue Commissioners v. Companies (Consolidation) Act, Marine Steam Turbine Co. (1919), 1908, would seem unnecessary: see 35 T. L. R. 599. also Guinness v. Land Corporation (oo) The first £.500 is to be exempt, (1882), 22 C. D. 349; Re Sharpe, and where the duty exceeds 2s. in [1892] 1 Ch. 154; Alexandra Palaw the £ on the profits, after payment Co. (1882), 21 C. D. 149. of interest and dividends payable at (s) (1872), 14 Eq, 517, ft fi??ec} rpte on existing issues of 488 Management and Administration of Companies panies Acts, in which interest on moneys raised by the issue of shares was allowed to be charged to capital, and also in Hinds v. Buenos Ayres Grand National Tramivays (t) ; it was treated as a very dif&cult question, but not decided on the appeal, in Bloxam v. Metropolitan Railway (u), but in the court below in that case it was considered to be wrong ; and it was treated very summarily in Alexandra Palace Co. (x), where Fry, J., considered that such an argument could not be considered for a moment, as it was based entirely on paper transactions, which had no existence in sober fact. It is submitted (y) that the view taken in this last cited case is the preferable one, for if it is right in the case of borrowed capital to treat the works constructed with such capital as representing alike the capital and interest charged on them, why should not such treatment be right in the case of moneys raised by the issue of shares ? In either case the works constructed would be of precisely the same value, and to hold that they caimot be so treated ia one case without so holding in the other, would seem to be papng attention to the words, rather than to the spirit, of the rule that dividends cannot be paid out of capital. If such interest is properly a charge on profit and loss it clearly cannot be charged to capital on the ground that the matter is one of internal management only, for it is obvious that to do this would be to increase the fund available for distribution (2). Accretions to capital can, it is thought, unless the articles otherwise provide, always be credited to profit and loss (a) ; but before dis- tributing accretions it will be necessary to ascertain that there has really been an increase in the value of the capital assets as a whole — the mere fact that one or two of those assets have increased in value will not justify such a course (6). Where property is to be valued or revalued, there is no oWigation to call in outside assistance, and if a committee of the board honestly come to the conclusion as the result of a revaluation, that part of (0 [1906] 2 Ch. G54. 45, tn the effect that where the (u) (1868), 3 Ch. 337, also a case double account system prevails not decided under the Companies an accretion to capital cannot be Acts. transferred to profit and loss ; the (x) (1882), 21 C. D. 149. point did not arise in that case or (y) It should be stated that the in BoUon v. Natal Land and Coloni- view here set out is contrary to zation Co., [1892] 2 Ch. 124, which that taken in Buckley, 9th Edition, was cited, and this view seems p. 652. contrary- not only to the \'iew taken (2) See Fa7natina DeveJopment in the case first cited in this note, Corporation v. Bury, [1909] 1 Ch. but also to the opinion of Lindley, 754 ; [1910] A. C. 439. L.J., in Verner v. General and Com- (a) Lvbbock v. British Bank of mercial Trust, [1894] 2 Ch. 239, at So^ith America, [1892] 2 Ch. 198. pp. 265 and 266, and to much of (6) Foster v. Neio Trinidad Lake the rea-soning in Ammonia Soda Co. Asphalt Co., [\^0\]\Ch.2Q^. There v. Chamberlain. [1918] 1 Ch. 266. are dicta in Wall v. London and See also Buckley, 9th Edition, p. Prorrnrial Tmst, [1920] J Ch. 057, Liability of Auditors 489 the assets of a company arc worth more than the value at which they appeared in the last balance sheet, then it would seem that in the next balance sheet such assets should appear, at the enhanced value given them by the revaluation (c). If sums properly payable out of capital have been paid out of profit and loss, such sums can subsequently be repaid to profit and loss (d) ; but there is no obligation to repay to capital, sums properly payable out of profits, but paid out of capital owing to there being no profits available (c). It is thought that premiums obtained on the issue of shares at a premium are capital moneys (e) ; but moneys paid by way of interest for the delay of a contractor would seem rightly to be credited to profit and loss (/). A company can split an extra- ordinary expenditure which occurs in any given year, and which is properly chargeable to profit and loss, so as to distribute it over two or three years (g). Interest payable under section 91 of the Companies (Consolida- tion) Act, 1908, or under the Indian Railways Acts, may be charged to capital (h). Where any commission has been paid in respect of any shares or debentures, or any sum has been allowed by way of discount in respect of any debentures, the total amount so paid or allowed, or so much thereof as has not been written off, must be stated in every balance sheet of the company, until the whole amount thereof has been written oS (i). Where undivided profits have been returned to shareholders in reduction of paid-up capital, the company must specify in the accounts laid before the company in general meeting the amount of such undivided profits (Jc). Where a balance sheet has been fairly and honestly made out, the court will be very slow to interfere, or to say that it is not a proper balance sheet (1). Auditors are expected to display reasonable care and skill, and if they act honestly they will, it would seem, only be liable if they display gross negligence, or are grossly incompetent {m), and but (c) Ammonia Soda Co. v. Cham- (/t) See Companies (ConsoHda- hcrlain, [1918] 1 Ch. 2G6. tion) Act, 1908, s. 91, and Indian (d) Hoole V. Great Western Rail- Railways Act, 1894, supra, pp. 105 way (1867), 3 Ch. 262. et seq. (e) See National Bank of Wales, {i) Companies (Consolidation) [1899] 2 Ch. 629. Act, 1908, s. 90. (/) Bloxam v. Metropolitan Rail- (k) Ibid., s. 40 (6). way (1868), 3 Ch. 337. {I) Jamaica Railways v. Attorney- {g) Cp. Jamaica Railu)ay v. Attor- Genrral of Jamaica, [1893] A. C. 127 ; ney-Oeneral of Jamaica, [1893] A. C. Hinds v. Buenos Ayres Grand Na- 127, and Clause 80 of Table A, to tional Trajmvays, [1900] 2 Ch. 654. the Companjns Act, ISOg, (i)i) Tiondon and General Bnnh 490 Management and Administeation of Companies for such negligence or incompetence would have sent in a different report or would have cautioned their clients as to the affairs of the company (n). They must remember above all things that they are the servants of the company (o) and not of the directors, and that if they feel doubt or difficulty on any point, and such doubt or difficulty is not removed by any explanation that is vouchsafed to them, it is their duty to report on the point to the shareholders, a report to the directors will not be sufficient. Moreover, it will be the wildest folly on their part if they withdraw anything con- tained in a report they have made merely to please the directors; probably, the very few cases in which auditors have been held liable have turned mainly on their having proved too obliging in this respect (j)). A certificate given by the auditors will not be binding if it is founded on a wrong principle of law {q). The Statute of Limitations will protect auditors after six years (r). It has been laid down in Scotland that an auditor will be entitled to retain any papers handed to him for the purpose of performing his duties until his fees arc paid, but that he has no general lien (s). If any auditor in any return, report, certificate, balance sheet, or other document required by or for the purposes of sections 26, 65, 112 or 113 of the Act, makes a statement false in any material particular knowing it to be false, he will be guilty of a misdemeanour, and will be liable on conviction on indictment to imprisonment for a term not exceeding two years, with or without hard labour, and on summary conviction to imprisonment for a term not exceeding four months, with or without hard labour, and in either case to a fine in lieu of or in addition to each imprisonment ; the fine on summary conviction must not exceed £100 {t). Misfeasance proceedings can usually be taken against auditors under section 215 of the Act, as they are in most cases officers of a company (m), and are liable where, as a direct consequence of a {No. 3), [1895] 2 Ch. G73, and cp. and sco also Kingston Cotton Mill also Ptirvcs v. Landell (18i5), 12 CI. {No. 2), [1896] 2 Ch. 279. & Fin. 91. (q) Johnston v. Chestergatu Hat (n) Henry Squire, Cash Chemist Manufacturing Co. [1915] 2 Ch. V. Ball, BaJccr ct Co. (1911), 106 338; Thomas v. Hamlyn & Co., L. T. 197. [1017] IK. B. 527. (o) Notice to the auditors of a (r) Leeds Estate Building and In' company will not constitute notice vestment Co. v. Shepherd (1887), 36 to its members : Sjjackman v. C. D. 787. Evans (1868), L. R. 3 H. L. {s) Findlay v. Waddell, [1910] 171. S. C. 670. {p) Leeds Estate Building and In- {t) Companies (Consolidation) vestment Co. v. Shepherd (1887), 36 Act, 1908, s. 281, and Fifth Schedule, C. D. 787; London and General and Perjury Act, 1911, s. 5. Sanh {Nq, 3), [1895;] 2 Ch. 673 ; (?<) LondQn md General Bank Accounts of Assurance Companies 491 breach of duty on their part, the funds of the company have been misapplied (x). The copyright in any report, return, certificate, or other docu- ment made by an auditor in the course of his employment by a company would appear to be in the company (y). Assurance Companies. The Assurance Companies Act, 1909, contains special provisions for companies which are assurance companies within the meaning of that Act (z). Every assurance company must, at the expiration of each financial year of the company, prepare — (a) A revenue account for the year in the form or forms set forth in the First Schedule to the Assurance Companies Act, 1909, and applicable to the class or classes of assurance business carried on by the company ; (6) A profit and loss account in the form set forth in the Second Schedule to such Act, except where the company carries on assurance business of one class only and no other business; (c) A balance sheet in the form set forth in the Third Schedule to such Act (o). With the exceptions mentioned below, every assurance company must, once in every five years, or at shorter intervals as may be prescribed by the instrument constituting the company, or by its regulations or byelaws, cause an investigation to be made into its financial condition, including a valuation of its liabilities by an actuary, and must cause an abstract of the report of such actuary to be made in the form or forms set forth in the Fourth Schedule to the Act and applicable to the class or classes of assurance business carried on by the company. The last foregoing provisions also apply whenever at any other time an investigation into the financial condition of an assurance company is made with a view to the distribution of profits, or the results of which are made public (6). {No. 2), [1895] 2 Ch. IGG ; Kingston (z) See sujira, pp. 21 ct scq. Cotton Mill {No. 1), [189G] 1 Ch. (a) Assurance Companies Act, 6 ; but see Western Counties Steam 1908, s. 4. For these forms, see Bakeries and Milling Co., [1897] pp. 497 et seq. See s. 108 of the \Q\\.6\1 ', Findlayv.Waddell,\\'dW\ Companies (Consolidation) Act, S. C. 670. 1908, su'pra, p. 298, as to the state- {x) Kingston Cotton Mill {No. 2), ments to be made by banking com- [1896] 2 Ch. 279. panies, insurance companies to {y) Copyiight Act, 1911, s. 5 which the Assurance Companies (1) {h); and see Chantrey, Ghantrey Act, 1909, does not apply, and cer- tfc Co. V. Uey (1912), 28 T- U R. tain other bodies. 499» (&) Assurance Companies Act, 492 Management and Administration of Companies The exception with regard to the business of life assurance is that in the case of a mutual company whose profits are allocated to members wholly or mainly by annual abatements of premium, the abstract of the report of the actuary on the financial condition of the company, prepared in accordance with the Fourth Schedule to this Act, may, notwithstanding anything in section five of the Act, be made and returned at intervals not exceeding five years, provided that, where such return is not made annually, it must include particulars as to the rates of abatement of premiums applic- able to different classes or series of assurances allowed in each year during the period which has elapsed since the previous return under the Fourth Schedule (c). A fire insurance company need not with respect to that business prepare a statement in accordance with the Fourth and Fifth Schedules to the Act (d). The section (5) does not apply to either accident insurance com- panies or employers' liability insurance companies in respect of their business, but the following provisions are substituted for the pro- visions of sections 5 and 6 (see hifra) of the Act, for these companies, so far as such businesses are concerned. With regard to accident insurance business, the company must annually prepare a statement of its accident insurance business in the form set forth in the Fourth Schedule to the Act and applic- able to accident insurance business, and the statement must be printed, signed, and deposited at the Board of Trade in accordance with section 7 of the Act (c) : With regard to employers' liability companies a company must annually prepare a statement of its employers' liability insurance business in the form set forth in the Fourth Schedule to the Act and applicable to employers' liability insurance business, and must cause an investigation of its estimated liabilities to be made by an actuary so far as may be necessary to enable the provisions of that form to be complied with, and the statement must be printed, signed, and deposited at the Board of Trade in accordance with section 7 of the Act (/). The expression actuary in the Assurance Companies Act, 1909, means an actuary possessing such qualifications as may be pre- scribed by rules made by the Board of Trade (g). 1908, s, 5. See pp. 504 et seq. for (/) lbid.,3.33 (c). Business of this form for life assurance business, and class carried on outside the United [jp. 515 et seq. for form for bond Kingdom is not part of the com- investment business. pany's employers' liability business (c) Assurance Companies Act, for the purjioses of the Act : Assur- 1908, s. 30 (/i). anceCompanies Act, 1908, s.33(l)(/). (d) Ibid., s. 31 (a). For form, infra, pp. 511 et •icq. (e) Ibid., s. 32 (a). For form, [fl) lh>d„ s. gO. fOf^t, pp. 509 et .icq. Rules as to Actuaries 493 8iicli rules have been made and are as follows : — 1. Any person signing as actuary valuation returns of life assur- ance business, sinking fund or capital redemption insurance business, or bond investment business shall be either — (1) a Fellow of the Institute of Actuaries or of the Faculty of Actuaries ; or (2) where application is made by a company and where, in the opinion of the Board of Trade, special circumstances exist, an Associate of the Institute of Actuaries or of the Faculty of Actuaries ; or (3) the actuary at the date of making these Rules to a company under the Assurance Companies Act, 1909, having its head office within the United Kingdom or to any closed fund of such a company established in consequence of an amalga- mation or transfer ; or (4) such other person having actuarial knowledge as the Board of Trade may, on the application of a company, approve. 2, Any person signing as actuary returns with regard to employers' liability business shall be either — (1) a Fellow or Associate of the Institute of Actuaries or of the Faculty of Actuaries ; or (2) the actuary at the date of making these Rules to a company under the said Act having its head office within the United Kingdom or to any closed fund of such a company established in consequence of an amalgamation or transfer ; or (3) such other person as the Board of Trade may, on the applica- tion of a company, approve {h). Every assurance company carrying on life assurance or bond investment business must prepare a statement of any assurance business it has of either of these kinds at the date to which the accounts of the company are made up for the purposes of any investigation into its financial condition with a view to the distri- bution of profits or the results of which are made public in the form or forms set forth in the Fifth Schedule to the Assurance Companies Act, 1909, and applicable to the class or classes of assurance business carried on by the company : Provided that, if the investigation is made annually by any company, the company may prepare such a (h) Order of Board of Trade of qualification of actuaries, rr. 1 and 2. June 6, 1910, rules relating to the 494 Management and Administration of Companies statement at any time, so that it be made at least once in every five years {i). Every account, balance sheet, abstract, or statement by the preceding sections of the Act required to be made must, in the case of all assurance companies to which the Act applies, be printed and four copies thereof, one of which must be signed by the chairman {k) and two directors of the company and by the principal ofl&cer of the company and, if the company has a managing director, by the managing director, must be deposited at the Board of Trade within six months after the close of the period to which the account, balance sheet, abstract, or statement relates : but, if in any case it is made to appear to the Board of Trade that the circumstances are such that a longer period than six months should be allowed, the Board may extend that period by such period not exceeding three months as they think fit. The Board of Trade must consider the accounts, balance sheets, abstracts, and statements so deposited, and, if any such account, balance sheet, abstract, or statement appears to the Board to be inaccurate or incomplete in any respect, the Board must communicate with the company with a view to the correction of any such in- accuracies and the supply of deficiencies. There must be deposited with every revenue account and balance sheet of a company any report on the affairs of the company sub- mitted to the shareholders or policy-holders (1) of the company in respect of the financial year (m) to which the account and balance sheet relates. Where an assurance company registered under the Companies Acts in any year deposits its accounts and balance sheet in accord- ance with these provisions, the company may, at the same time, send to the Registrar a copy of such accounts and balance sheet ; and, where such copy is so sent, it is not necessary for the company to send to the Registrar a statement in the form of a balance sheet as required by sub-section (3) of section 26 of the Companies (Con- solidation) Act, 1908, and the copy of the accounts and balance (i) Assurance Companies Act, case of a bond investment company 1909, ss. G, 31 (a), 32 (a), and 33 (c). it moans the person who is for the {k) " Chairman " means the per- time being the legal holder of a son for the time being presiding policy, which includes any bond, over the board of directors or other certificate, receipt, or other instru- governing body of the company : ment evidencing the contract with tbid., 8. 29. the company : ibid., s. 34 (o). {I) "Policy-holder" means the {?«)" Financial year "means each person who for the time being is the period of twelve months at the end legal holder of the policy for securing of which the balance of the accounts the contract with the company : is struck, or if no such balance is ibid., 3. 29. It includes an annuitant struck, then the calendar year : ibid., in the case of a life assurance com- 3. 29. pany : iftid., 3. 30 {h) ; and in the Deposit of Documents by Assurance Companies 495 sheet so sent will be dealt with in all respects as if it were a statement sent in accordance with that sub- section (n). The first statement of the bond investment business of a company had to be deposited at the Board of Trade on or before the 30th June, 1911 (o). A printed copy of the last-deposited accounts, balance sheet, abstract, or statement, must on the application of any shareholder or policy holder of the company be forwarded to him by the company by post or otherwise {p). The Board of Trade may direct any documents deposited with them under the Act, or certified copies thereof to be kept by the Kegistrar of joint stock companies, and any such documents and copies will be open to inspection, and copies thereof may be procured by any person on payment of such fees as the Board of Trade may direct {q). By the order of the Board of Trade of June 6, 1910, rules relating to the custody, inspection, and certification of documents, it is provided that a copy of every account, balance sheet, abstract, statement, or report, required by the Assurance Companies Act, 1909, to be deposited with the Board of Trade shall be kept by the Registrar of Joint Stock Companies, and shall be open to inspection by any person on payment of a fee of Is. for each inspection, and any person may procure a copy of any such document or any part thereof on payment of 4(Z. a folio of 72 words. Every document deposited under the Act with the Board of Trade, and certified by the Registrar of Joint Stock Companies, or by any person appointed in that behalf by the President of the Board of Trade to be a document so deposited, will be deemed to be a document so deposited. Every document purporting to be certified by such Registrar, or by any person appointed in that behalf by the President of the Board of Trade, to be a copy of a document so deposited will be deemed to be a copy of that document, and will be received in evidence as if it were the original document, unless some variation between it and the original document be proved (r). The assistant Registrars have been appointed in addition to the Registrar for the purpose of certifying documents under this section (s). The Board of Trade may, on the application or with the consent of an assurance company, alter the forms contained in the schedules (n) Assurance Companies Act, (r) Ibid., s. 21. 1909, s. 7. (a) Order of Board of Trade of (o) Ibid., 3. 34 {d). June 6, 1910. Rules relating to the (p) Ibid., s. 8, and see ss. 23, 24, custody, inspection, and cortifica- and 25, supra, p. 29, as to penalties. tion of documents. (q) Ibid., a. 20. 496 Management and Administration oh' Companies to tlie Assurance Companies Act, 1909, as respects that company, for the purpose of adapting them to the circumstances of that company {t). The Board of Trade must lay annually before Parliament the accounts, balance sheets, abstracts, statements, and other docu- ments under the Assurance Companies Act, or purporting to be under that Act, deposited with them during the preceding year, except reports on the afiairs of assurance companies submitted to the shareholders or policy-holders thereof, and may append to such accounts, balance sheets, abstracts, statements, or other documents any note of the Board thereon, and any correspondence in relation thereto {u). ORDER AS TO DISTRIBUTION OF PROFITS ON ACTION BY DEBENTURE-HOLDERS, WITH CHARGE ON PROFITS ONLY. {TiUe.) Upon motion for an injunction this day made unto the Court by counsel for the plaintiffs and upon reading the writ of summons issued in this action on the 21st December 1909 an affidavit of the plaintiff J.A.H. filed the 11th January 1910 and the several exhibits therein referred to and an aflSdavit of F.L.L. filed the 7th January 1910 and the plaintiffs and the defendant company by their counsel consenting to the hearing of the said motion being treated as the trial of the action. This Court doth declare that upon the true construction of the trust deed in the said writ mentioned the defendant company is entitled to set aside a proper sum in each year out of profits for renewals and mainten- ance of the security comprised in the said deed but is not entitled to carry forward any balance of such profits to the revenue account of the following year but is bound to apply the same in or towards payment of interest on the 5 p.c. debenture stock issued by the defendant company and doth declare that the reserve fund of £ must be taken to have been set aside in equal moieties out of the profits carried forward from previous years and out of the profits of the current year, and that the balance of such last mentioned profits ought now to be paid to the plaintiffs. [Heslop v. The Paragimy Central Railvny Co., 1909— H— 3590, Eve, J., January 21st, 1910.] (t) Assurance Companies Act, (w) Ibid., s. 27. 1909, s. 22. Revenue Account. Life Assurance Business o 5 s s Xi to •** d £ 2 m g.a «"" c3 eg „ (- 2 3 a s o .2 >> © ::3 o TO f-Ti o Ph .2 a n 2 60 •S.S 2-5 .§^ ".a i -^ a I I .^ 9 O . a s-s IB fl g •^ > o .a O ra tJDo P< fl CJ Oi . •3 c8 " . fc, »H j- 00 2 n in .4 S.C.L. 3 o to Business Business within the out of the United United Kingdom. Kingdom. — £ s. d. Claims under policies paid and outstandmg : — By death By maturity Surrenders, includmg surren- ders of bonus - Aiinuities .... Bonuses in cash - Bonuses ui reduction of pre- miums .... Commission .... Expenses of management Other payments (accounts to be specified) Amount of life assurance fund at the end of the year, as per Third Schedule £ Total. £ 5. d. Business out of the United Kingdom. CO Business within the United Kingdom. mcefu d : the year nnuities £ s. d. Other receipts (accounts to be specified) .... £ Amount of life assur at the beginnmg o Premiums : — Consideration for a granted - Interest, dividends, and rents - Less income tax thereon - > "3 a n a o o 3 t-i ^ 73 .a 3 3 03 -a o 13 3 C3 ci a P.-^ OS P. 3 -3 (U ax: 3 3 o '.J f^ ^ a 01 p. ^ 3 ^ o J3 a a .^ bO 3 3 a; J3 C3 o o •*^ 3 Et .QTS .;^ rt ■a a) 3 g Pi a eg 3 c8 « Ui a -J^ n-) c.si ■fl 3 ■*-• a a o a a >,CS fc.1 C3 03 3 +3 3 73 73 Qj 03 o 3 3 '-■i: i-s te73 3j o-^ 2 ^ »■ =« "sSg-^s^pSa^ §§■- t>-,5?°-2^0 3 p, Q, m g'*^ .2 M 3 J3 u O aa»'*-Htisgi'o^ 2 I..q2« I § HWWia>>W3S2HOT HHHH'^Hclt.cSHtn OOOO-f^O '30aQ 32 !T^ 498 Management and Administration of Companies Revenue Account. Accident Insurance Business 499 .3-2 • •3 g ■ .S "^ a 5 '.3 . ,d Ol "i H ^ a . S 05 g ^ a. .a ^ Ph to ■73 "^ t-i OJ . cS .mi p ^ Si . -^ i3 Si •*^ •s.a . . 3 bp>^ a ''a fU -?! a u-i . O CO P< nt enc edu] s ^ «-^ &I O rt O HO ^ > +^ o o ■*3 ^ M '^ ra ci 1=1 S-^ 8 <1 in eg d Qj m .13 4J :g a a> e3-» .a "» o a . >.■*" CO a tj .« S stim of ourt "cS it of nee fu er Thi Eescr tea •3 2 ^ a otal c spect per F 52^ H < O 13 m ^^'o .3 S iS tp 5 ■= •s .3 ~ >'-3 O -tJ 3^ a o r2 H S3C5 O 5 4J a ^•« (ii ►i^ « pq t; '^ tJ " aa 3 o 1:1 II r-l >- (N S <=> S <^ 3 i a Eevenue Account. Bond InvestmiJnT Business 501 H 0^ W m .3 K-l 3;3 W • ©tJ • , C^:^ !h w+'S ^3 -t^H , G cS jj t3 m a S 1=^ . S,;3 ,,— ^ gpH m >. .^ c^ OS C8 fe! •tn -s^ (U 'H^ ' S 1^ QJ 4> m ■S M OJ =*-< "S iJ ° g-s^ rt 12 a -^ O s p-^jia ■*= O O j3 " a'ts Sec ■73 <: <5 M .9 . 502 Management and Administration of Companies -* A e ^ ^ w h-l B g O w w ;?; o P V2 O o M o ^ <5 o m o w «3 O p Iz; < e (^ o « Ph ^ ^ o &1 m 's 00 ■>» • 'S • t <^ « to • I « r3 to Balance Sheet. All Assurance Comi>anies 503 5§ .9 c .III «>5 -pS p. 2°^ S ^ o .MS s k) o 03 ft Q — C3 >-' 3 M 2-^ cS3-r; ■« s s to Ply S «">>^ 2 M cj n 2 ° o « I 2j >o ft a , /3 CO . . «8^ O O i CS CMM C c5 c3 » tH_C o o OftS* f-i ^ 2 >> o a S "2^ a 2 3 ft ==ft <¥n S,o t- ^ «^ ^ 60 ^ iJS o fti 'B°°X, is OJ3 .a « 5 > iWi-i 53 6o; ••c a t. .s o C >- _ <^ a ■^ O -^^4 a a ' ossa ^ £ S » S S S § 2 *-" a ■* a V p. is ^^— a o a 0=2 c8 oj g a m~.!3 O aH:i^pq a OS ■■J^^o o a-" Sx)« cj O S S ^ >>p •c3S5_g ^ "> a ,.^ bt>^.-Sa^^-S ftT3 « m a> a fc.PS CC 60t. S.2 rt a'' . P-= ^JS « s m gj= S 2 a ^■g2=«^.gSg £.--oas|a SMS a """ ft i^-S '.S a> m . ai o^ c3 ft " -::s^^-s=ag* H'^i-g'Sa-e.a'^-sa J ft^ ^ >.^ , .2 t*,^-^ a=« g a o s o ^— ,2-k='-" -P PfL(*'-t> S«M 3 2 .2 ^S^^ o£a^»|sg»ftg " a£ o-S a'a o a^-P 2 ®-t^!c a o S^ - '5-2 a> 9 o©-^ m -, b^ip a>!>', >- a a a;>"C "^ ,S'^o'a'^'^o-=!S^j;a • O C3 fti« O C£ A Srn'JP , 504 Management and Administration of Companies FOURTH SCHEDULE. (See section 5 of the Act, sw^ra, pp. 491 and 492.) N-B. — \^Tiere sinking fund or capital redemption insurance business is carried on, a separate statement signed by the actuary must be furnished, showing the total number of poUcies valued, the total sums assured, and the total office yearly premiums, and also showing the total net Uabihty in respect of such business and the basis on which such liabihty is calculated. (A.) — Form applicable to Life Assurance Business. Statement respecting the Valuation of the Liabilities under Lite Policies and Annuities of the , to be made and signed by the Actuary. (The answers should be numbered to accord with the numbers of the corre- sponding questions.) 1. The date up to which the valuation is made. 2. The general principles adopted in the valuation, and the method followed in the valuation of particular classes of assurances, includhig a statement of the method by wliich the net premiums have been arrived at, and whether these prmciples were determined by the instrument constituting the company, or by its regulations or bj'elaws, or how otherwise ; together with a statement of the manner in which pohcies on under average lives are dealt with. 3. The table or tables of mortaUty used in the valuation. In cases where the tables employed are not pubhshed, specimen pohcy values are to be given, at the rate of interest employed in the valuation, in respect of whole-life assurance policies effected at the respective ages of 20, 30, 40, and 50, and having been respectively in force for five years, ten years, and upwards at intervals of five years respectively ; with similar specimen poUcy values in respect of endowment assurance pohcies, according to age at entry, original term of policy, and duration. 4. The rate or rates of interest assumed in the calculations. 5. The actual proportion of the annual premium income, if any, reserved as a provision for future expenses and profits, separately specified in respect of assurances with immediate profits, with deferred profits, and without profits. (If none, state how this provision is made.) 6. The consohdated revenue accoimt smce the last valuation, or^ in case of a company which has made no valuation, since the commencement of the business. (This return should be made m the form annexed. No return under this heading will be required where a statement under this schedule is deposited annually.) 7. The liabihties of the company vmder life pohcies and annuities at the date of the valuation, sho\ving the number of policies, the amoimt assured, and the amount of premiums payable annually under each class of policies, both mth and without participation in profits ; and also the net habihties and assets of the company, with the amount of surplus or deficiency (These returns to be made in the forms annexed.) Form of Abstract of Actuary's Keport 505 8. The principles upon which the distribution of profits among the share- holders and poHcy holders is made, and whether these prmciples were deter- mined by the instrument constituting the company or by its regulations or byelawa or how otherwise, and the number of years' premiums to be paid before a bonus (a) is allotted, and (6) vests. y. The results of the valuation, showing — (1) The total amomit of profit made by the comi)any, allocated as follows : — {a) Among the poUcy holders with immediate participa- tion, and the number and amount of the pohcies which participated ; (6) Among pohcy holders with deferred participation, and the number and amount of the policies which par- ticipated ; (c) Among the shareholders ; (d) To reserve funds, or other accounts ; (e) Carried forward unappropriated. (2) Specimens of bonuses allotted to whole-life assurance pohcies for £100 effected at the respective ages of 20, 30, 40, and 50, and havmg been respectively in force for five years, ten years, and upwards at mtervals of five years respectively, together with the amounts apportioned under the various modes in which the bonus might be received ; with similar specimen bonuses and particulars in respect of endowment assurance pohcies, according to age at entry, original term of poHcy, and duration. i*/o S n 2 1 i 1 1 3 >.a ;|Sa 2 c>?a Ah §£fl in C3 . a o "ta 3 > u "2 s o o Ph 1 o n : a .(=4 111 St: 3 • i: c "8 1 H "o e .2 "S. 1 ASSTKANCES. I. TFiYA immediate participation in profits. For -nhole term of life ...... Other classes (to be specified) .... Extra premiums payable ..... II. With deferred participation in profits. For whole term of life ...... Other classes (to be specified) .... Extra premiums payable ..... Total assurances -nith profits III. Without participation in profits. For whole term of life ...... Other classes (to be specified) .... Extra premiums payable ..... Total assurances without profits .... Total assurances .... . . Deduct re-assurances (to be specified accordiiig to class in a separate statement) Net amount of assurances ..... Adjustments, if any (to be separately specified) Annuities on Lives. Immediate ...... . . Other classes (to be specified) Total of the results ...... 2a •3.2 1.1 a "^ a >> a p. ¥ a« oj .a iS- 5 §3 «-i oW o ID a 43 .aj3 (O a ei c8 c3 ®a •■• H-" C o 2 ra ^fn a ^ a « c3 03 "S43 » I a S2.2S =" s „- H c3 SCO fcM^ a> rH-^ ^N goi g >, C3 43 I 5 a> (O O 508 Management and Administration of Compan lES p 'C -a Ph 1^ w 'xi c ^' o -*-J c '^ H ;-l k. ^ ^ tr « fA -H o fa <1 ^ PQ (25 o H "1 t3 h) -, OJ o c o j:4 c5 C O . ce CO >(~i 1 <1§ o >> =" >. (^ PQ M o <5> &< ■73 £3 « <1 >5 1-1 a 15 c^ -. O " S S 3 ~ OS o Statement. Accident Insurance Business 509 (C.) — Form applicable to Accident Insurance Business. (See section 32 (a) of the Act, supra, p. 492. ) Statement of the Estimated Liability in respect of Outstanding Claims arising in the year of Account, and in the preceding year or years ; computed as at the end of the year in which the claims arose, and as at the end of the year of Account ; with particulars as to the number and amount of the claims actually paid in the intervening period. I, — Claims arising duiing the year of account ending 19 (a) Particulars as to Claims arising, and settled, during the year of Account : — No. of Claims. (2) Total amount paid. Class of Claim. (1) By Sums insured. (3) By Weekly Allowance. (4) (i) Fatal claims (ii) Non-fatal claims Totals .... (6) Particulars as to Claims arising during and outstanding at the end of the year of Account : — Class of Claim. (1) No. of Claims. (2) Amount paid duiing Year of Account. (3) Estimated Liability. (4) (i) Fatal claims .... (ii) Non -fatal claims, iavolving pay- ment of sums insured. (iii) Non-fatal claims, involving pay- ment of temporary weekly allow- ances : — With maximum duration, not ex- ceeding 26 weeks. With maximum duration exceeding 26 weeks, but not exceeding 52 weeks. And so on, at intervals of 26 weeks, up to the longest period over which temporary weekly allowances are granted. (iv) Non-fatal claims, iiivolving pay- ment of yearly allowances during permanent total disablement. Totals 510 Management and Administration of Companies II. — Outstanding claims which arose during the first year preceding the year of account, ending 19 . Particulars of Claims. (1) (i) Fatal claims (ii) Non-fatal claims, involv- ing payment of sums in- sured. (iii) Non-fatal claims, involv- ing payment of tempo- rary weekly allowances : — With maximum dura- tion not exceeding 26 weeks. With maximum dura- tion exceeding 26 weeks, but not exceeding 52 weeks. And so on, at intervals of 26 weeks, up to the longest period over which temporary weekly allow- ances are granted. (iv) Non-fatal claims, in- volvmg payment of yearly allowances during per- manent total disablement. Totals . Estimated Liability in respect of Claims Outstanding as at tlie above Date (2) No. Amount Claims paid during the Period of One Year between the above Date and the End of Year of Account. Terminated within such Period. (3) No. Amoimt.iNo. Amount Not terminated within such Period. (4) Estimated Liability in respect of Claims Outstanding as at the End of Year of Account. (5) No. Amount. No. Amaun Totals of Columns (5 (4), and {a (6) Note. — If temporary weekly allowances are granted by the Company for perioc exceeding 52 weeks, particulars are to be furnished, in a form or forms similar to I above, showuig, m respect of claims involving such extended allowances, the est mated liability as at the end of the year in which such claims arose, and as at the en of the year of account ; and the number and amount of such actual claims paid durir the intervening period of two (or more) j'cars ; distinguishing claims terminated, ar not terminated, within such period. III. — Summary of estimated liability, in respect of claims outstanding as at the end of the year of accoimt — As per column (4) of Statement I. (&) . . £ „ (5)„ „ II. . . „ „ (5) of fui'ther schedules in the form of Statement II. (Lf requii'ed). In respect of yearly allowances during per- 1 manent total disablement, outstanding at I the end of the year of accoimt, but not I included in the above Statements - - ' . , Total estimated liabUity, in respect of out- i standing claims as at the end of the year \ of account, as per First Schedule (C.) - ) . Statement. Employers' Liability Business 511 (D.) — Form applicable to Employers' Liability Insurance Business. (See section 33 (c), of the Act, supra, p. 492.) Statement of the Estimated Liability in respect of outstanding Claims arising during each of the Five Years preceding the Year of Account and in such Year ; computed as at the end of the Year in which the Claims arose, and as at the end of the Year of Account ; with Particulars as to the Number and Amount of the Claims actually paid in the intervening Period. I. — Claims arising during the year of account ending tho 19 . (a) Particulars as to claims arising and settled during the year of account : — Class of Claim. (1) Number. (2) Amount paid. (3) Fatal claims .... Non-fatal claims £ Total .... (6) Particulars aa to claims arisiing during, and outstanding at end of the year of acco\int : — Class of Claim. (1) Number. (2) Amount paid during year of account. (3) Estimated Liability. (4) Fatal claims Non-fatal claims £ £ Total . [I, — Outstanding claims which arose during the first year preceding the year of account, ending the 19 . Particulars of Claims. (1) Estimajted Liability in respect of Claims outstanding as at the above date. (2) Claims paid during the perioc of 1 year between the above date and the end of the year of Account. (3) Estimated Liability in respect of Claims outstanding as at the end of the year of Account. (4) Total of Columns (3) and (4). (5) Number Amount Number Amount Number Amount Number Amount ?atal claims ^on-fatal claims- Terminated Not terminated £ £ — £ £ Total 512 Management and Administration of Companies III. — Outstanding claims which arose during the second year preceding the year of account, ending the 19 . Particulars of Claims. (1) Claims paid Estimated during the period| Liability in of 2yearsbetween:respect of Claims outstanding as at the end of the year of Account. Estimated Liability in respect of Claims I the above date outstanding as atiand the end of the the above date, i year of Account. (2) (3) Number Amount Number Amount Fatal claims Non-fatal claims — Terminated Not terminated Total (4) Number Amoimt Total of Columns (3) and (4). (5) Number Amount IV. — Outstanding claims which arose during the third year preceding the year of account, ending the 19 . Particulars of Claims. (1) Estimated Liability in respect of Claims outstanding as at the above date. (2) Claims paid during the period of 3 years between the above date and the end of the year of Account. (3) Estimated LiabiUty in respect of Claims outstanding as at the end of the year of Account. (4) Total of Columns (3) and (4). (5) Number Amount Number Amount Number Amount Number Amount Fatal claims Non-fatal claims — Terminated Not terminated £ £ — £ £ Total . 1 1 V. — Outstanding claims wliich arose during the fourth year preceding the year of account, enduig the 19 . Particulars of Claims, (1) Estimated Claims paid Liability in during the period respect of |of 4 years between Claims the above date outstanding as at and the end of the the above date, year of Account. (2) (3) Estimated Liability in respect of Claims outstanding as at the end of the year of Account. (4) Total of Columns (3) and (4). (5) Number Amount jNumber Amount Number Amount Number Amount Fatal claims Non-fatal claims- Terminated Not terminated £ £ — £ £ Total Statement. Employers' Liability Business 513 VI. — Outstanding claims which arose during the fifth year preceding the year of account, ending the 19 . Particulars of Claims. (1) Estimated Liability in respect of Claims outstanding as at the above date. (2) Claims paid during the period of 5 years between the above date and the end of the year of Account. (3) Estimated Liability (included in Statement VII. and valued by the method there specified) in respect of Claims outstanding as at the end of the year of Account. (4) Total of Columns (3) and (4). (5) Number Amount Number Amount Number Amount Number Amount Fatal claims Non-fatal claims — Terminated Not terminated £ £ — £ £ Total Note. — In cases where the date at which the estimated liability, required under column (2), in Forms IV., V., and VI. above, would fall in any j'ear prior to 1908, such estimated liability is to be returned as at the end of the year of account terminated in 1908, and tlie claims paid, required under column (3) of such forms, are to be in respect of the jieriod between the end of the year of account termi- nated in 1908 and the end of the year of account rendered. VII.— Statement respecting Claims of five years' duration and upwards out- standing as at the end of the year of account. (To be made and signed by an Actuary.) (1) The number of claims incumbent and havmg durations of five years .and upwards as at the end of the year of account, includmg those separately returned under Form VI. above ; and the amount of the weekly payment, and of the annual payment, due in respect of such claims ; separately stated n respect of each year of life of the workmen, from the youngest to the oldest. ^These particulars to be returned under columns (1) to (4) of the tabular statement given below.) (2) The estimated Uabihty in respect of the claims specified above, com- puted, as at the end of the year of account, on the basis of the amount which ,vould be required to purchase from the National Debt Commissioners, through ■he Post Office Savings Bank, an immediate fife annuity for the workmen iqual to 75 per cent, of the value of the weekly payment, according to the ex and true age of the workers. (These particulars to be returned under ■oluran (5) of the tabular statement given below, in respect of each year of ,ife of the workmen, from the youngest to the oldest.) I (3) If the estimated liabiUty, as reserved under the First Schedule in 'espect of the claims specified above, is computed on any basis other than hat specified under Heading No. (2) above, the whole of the particulars S.C.L. 33 514 Management and Administration of Companies required under Headings (I) and (2) above are to be returned in columns (1) to (5) of the tabular statement given below, together with the following additional particulars : — (i) If the estimated liability is determined on the basis of the value of an immediate life annuity : — (a) The table of mortality upon which such life annuity values are based ; (6) The rate of interest at which such life annuity values are computed ; (c) Whether such Ufe annuity values are discriminated accord- ing to the sex of the workers ; {d) The proportion of such Hfe annuity values representing the estimated liabihty ; (e) The modifications (if any) made in the true ages of the workmen, in deducing the estimated Kability ; ( / ) The amount of the estimated liability. (To be returned, in respect of each year of life, in column (6) of the tabular state- ment given below.) (ii) If the estimated liability is not determined on the basis of the value of an immediate Ufe annuity, fuU particulars are to be specified as to the precise method adopted in deducing such estimated habihty, and the total amount of estimated habUity is to be returned imder column (6) of the tabular statement given below. Number of Claims. (1) Ages of the Workmen as at the end of the Year of Account. (2) Amount of Weekly Payment. (3) ''Estimated Liability I Amount computed on ■ Estimated Liability, Basis of 75 per Cent. if computed on of Annual of Value of Life , Basis other than Annuity purchased that specified in Payment, through the Post i Column 5. Office. ' (4) (5) (6) Note. — Separate particulars to be furnished in respect of male and female workers. Summary of estimated liability in respect of outstanding claims as at the end of the year of account — £ As per column (4) of Statement I (&) , . M (4) „ II ... ,. (4) „ III . . » (4) „ IV . . » (4) „ V . . „(5)or(6) „ VII Total estimated liabUity in respect of out- standing claims as at the end of the year of[ £ account as per First Schedule (D.) Statement. Bond Investment Business 515 (E.) — Form applicable to Bond Investment Business. (See section 5 of the Act, supra, pp. 491 and 492.) Statement respecting the VALUATioisr of the Liability under Bonds and Endowment Certificates of the to be made and signed by the Actuary. (The answers should be numbered to accord vrith the numbers of the corre- sponding questions.) 1. The date up to which the valuation is made. 2. The principles adopted in the valuation of the liabilities under bond investment poUcies and endowment certificates, and whether these principles were determined by the instrument constituting the company, or by its regu- lations or byelaws, or how otherwise. 3. The rate or rates of interest assumed in the calculations. 4. The actual proportion of the annual income from contributions, if any, reserved as a provision for future expenses and profits. (If none, state how this provision is made.) 5. The consolidated revenue account since the last valuation, or, in the case of a company which has made no valuation, since the commencement of the business. (This return should be made in the form annexed. No return imder this heading will be required where the valuation is made annually.) 6. The liabilities of the company under bond investment policies and endowment certificates at the date of the valuation, showing the number of pohcies or certificates, the amounts assured, the amount of contribution payable annually, and the provision for future expenses and profits ; also the net liabiUties and assets of the company, with the amount of surplus or deficiency. (These returns should be made in the forms annexed.) 7. The principles upon which the distribution of profits among the bond and certificate holders and shareholders is made, and whether those principles are determined by the instrument constituting the company, or by its regula- tions or byelaws, or how otherwise, and the time during which a bond invest- ment policy or endowment certificate must be in force to entitle it to share in the profits. 8. The results of the valuation, showing— (1) The total amount of profit made by the company, allocated as follows : — (a) among participating bond or certificate holders, with the number so participating and the total amount of their bonds or certificates ; (6) among the shareholders ; (c) to reserve funds, or other accounts ; (d) carried forward unappropriated. (2) Specimens of profit allotted to policies or certificates for £100 effected for different periods, and having been in force for different durations. 51 6 Management and Administration or Companies > Q H O ^ w P — r3 -e 00 5+J • • • o o S3 o 2 • • • • il o • ^ o -5 >-• eg ^ OJ H rl. IB O • *3 to o o §'3 s ^ .2 '-3 6 O to "t2 'S S ■t^ r3 "c ■s^ C s D O -I-' ce 3 O > «H GQ o o o CO G O 1 tc ^T3 m h s o O ^ > G ^ "S CO > eS '( < fl • «M 1— 1 S > , oi ■— C o « S^ &. ^ < < IS <5 n o *; ® 2 2 a § ® M -S o s> > O a> ^ s. C! ^ S^ ,fi o ic e3 03 is p< ID 3 a) bo ^•^ U Summary of Policies. Bond Investment Business 517 w o ^ o EH O ft ;?! £ a m o « S o £ — S3 >*^ o c3 a M ft o pq -^Sr !21 o H i-I <5 t> CO P4 .g (U !:iO ^ w ^ p^ ^ 1^ 518 Management and Administration of Companies w o < Hi O > O f^ Om S'S ^1 t*i CO o ^^ -i^ -t^ ■ fi fl o o a a ^-2 • O eS "-.r *» c; «" tJ I- s 2 cs g ti a • s ^ r^ CO a ^ « ^w (V) 5 - — . > i=^i tr^ cS :2 ©.a ^ ^ la's m =« §4J ^ rt «a ^ "S. -ti '-3 >• h «> fr! O o Si J'i a s = OP. o H H Statement. Life Assurance Business 519 FIFTH SCHEDULE. (See section 6 of the Act, supra, pp. 493 and 494.) N.B,— 'Where sinking fund or capital redemption business is carried on, a separate statement, signed by the actuary, must be furnished showing the total sums assured maturing in each calendar year and the corresponding office premiums. (A.)— Form applicable to Life Assurance Business. Statement of the Life Assurance and Annuity Business of the on the 19 , to be signed by the Actuary. (The answers should be numbered to accord with the numbers of the corre- sponding questions. Statements of re-assurances corresponding to the statements in respect of assurances are to be given throughout. ) Separate statements are to be furnished in the rephes to all the headings under this schedule for business at other than European rates. Separate statements are to be also furmshed throughout in respect of ordinary and industrial business respectively, 1. The pubHshed table or tables of premiums for assurances for the whole term of life and for endowment assurances which are in use at the date above mentioned. 2. The total amount assured on lives for the whole term of life which are in existence at the date above mentioned, distinguishing the portions assured with immediate profits, with deferred profits, and without profits, stating separately the total reversionary bonuses and specifying the sums assured for each year of life from the youngest to the oldest ages, the basis of division as to immediate and deferred profits being stated. 3. The amount of premiums receivable amiuaUy for each year of life, after deducting the abatements made by the application of bonuses, in respect of the respective assurances mentioned under Heading No. 2, distmguishmg ordinary from extra premiums. A separate statement is to be given of premiums payable for a hmited number of years, classified according to the number of years' payments remaining to be made. 4. The total amount assured under endowment assurances, specifying sums assured and office premiums separately in respect of each year in which such assurances wiU mature for payment. The reversionary bonuses must also be separately specified, and the sums assured with immediate profits, with deferred profits, and without profits, separately returned. 5. The total amount assured under classes of assurance business, other than assurances dealt with under Questions 2 and 4, distinguishing the sums assured under each class, and stating separately the amount assured with immediate profits, with deferred profits, and without profits, and the total amount of reversionary bonuses. 6. The amount of premiums receivable annually m respect of each such special class of assurances mentioned under Heading No. 5, distinguishing ordinary from extra premiums. 7. The total amount of premiums which has been received from tho 520 Management and Administration of Companies commencement upon pure endowment policies which are in force at the date above mentioned. 8. The total amount of immediate amauities on lives, distinguishing the amoimts for each year of life, and distinguishing male and female lives, 9. The amount of all annuities on hves other than those specified under Heading No. 8, distinguishing the amount of annuities payable under each class, and the amount of premiums annually receivable. 10. The average rate of interest yielded by the assets, whether invested or luiinvested, constituting the life assurance fund of the company, calculated upon the mean fund of each year during the period since the last investigation, without deduction of income tax. It must be stated whether or not the mean fund upon which the average rate of interest is calculated includes reversionary investments. 11. A table of minimum values, if any, allowed for the surrender of poUcies for the whole term of life and for endowments and endowment assurances, or a statement of the method pursued in calculating such surrender values, with instances of the apphcation of such method to poKcies of different standing and taken out at various interval ages from the youngest to the oldest. In the case of industrial poUcies, where free or paid up pohcies are granted in lieu of surrender values, the conditions under which such pohcies are granted must be stated, with specimens as prescribed for surrender values. (E.) — Form applicable to Bond Investment Business. Statement of the Bond Investbient Business of the on the 19 . (To be signed by the Actuary.) (The answers should be numbered to accord with the numbers of the corre- sponding questions. Statements of re-insurances, corresponding to the statements m respect of insurances, are throughout to be given.) 1. The pubUshed table or tables of rat€s of contribution for bond invest- ment pohcies and endowment certificates which are in use at the date above mentioned ; wth fiiU particulars as to the terms and conditions on which advances are made under such pohcies or certificates, whether on security of house property or land, or othenvise. 2. The total amounts assured under pohcies or certificates which are in existence at the date above mentioned, distinguishing the portions insiu'cd \\ith and %rithout profits, stating separately the total additions by way of bonus, and specifying such sums insured and bonuses respectively according to the number of complete years unexpired at such date. 3. The amount of premiums receivable annually, in respect of the respective insurances mentioned under Heading No. 2, separately specified according to the number of complete years unexpired at the date above mentioned. 4. The total amount of premiums which have been received from the commencement upon aU policies or certificates mentioned under Headings Nos. 2 and 3, separately specified according to the number of complete years unexpired at the date above mentioned. 5. The average rate of interest reaUzed by the assets, whether invested or uninvested, constituting the bond investment and endo^\^nent certificate fund of the company, calculated upon the mean fimd of each year during the period since the last investigation, without deduction of mcome tax, Statement. Bond Investment Business 521 6. Full particulars as to the terms and conditions upon which surrenders of policies and certificates are granted, with specimens of the values allowed in respect of different durations, and different unexpired terms at the date of surrender. 7. Full particulars as to the terms and conditions upon which allowances are made on the death of a pohcy or certificate holder, with specimen values as required under Heading No. 6. 8. Full particixlars as to the terms and conditions upon which transfers of the interest in a pohcy or certificate are granted, whether on the death of the pohcy or certificate holder, or during his lifetime. 9. Full particulars as to the terms and conditions upon which redemption of advances is granted, with specimens of redemption values in respect of bonds or certificates of different durations, and having different unexpired terms, at the date of redemption. 10. A tabular statement in respect of pohcies or certificates lapsed during the period since the last investigation, showing the number, the amount insured, the yearly premiums, and the total premiums received from the commencement ; classified according to the year in which such policies or certificates were effected, and lapsed, respectively ; with a similar tabular statement in respect of policies or certificates surrendered during the period : Provided that pohcies or certificates which have lapsed and been revived shall not be entered as lapses. 11. A statement of the total number of advances made mider policies or certificates to the holders thereof, whether on the security of house property or land or otherwise, and the total amount of such advances outstanding at the date above mentioned, distinguishing the advances on first mortgage and those on second or subsequent mortgage. i CHAPTER VII Debentures. Borrowing Powers of a Company (a). A TRADING company may, unless prohibited by its memorandum or articles of association, borrow money (b) ; and this rule extends to the great bulk of companies formed under the Companies Act, 1862, or the present Act (c). The right to borrow money carries with it the right to give security for the money so borrowed, unless the company is forbidden to do so by its memorandum or articles of association (d). Borrowing powers are, however, usually given either by the company's memorandum or by its articles of associa- tion, and as such power is not a matter which the Act requires to be in the memorandum, the articles may be looked at for the purpose of explaining a power given by the memorandum ; but in case of conflict it has been held that the provisions of the memorandum will prevail (e). In one case an Irish Court suggested that though a company might have a power of borrowing for the purposes of its business, it could not do so for the purpose of raising capital to acquire such business (/) ; the author knows of no authority for this distinction. In construing powers of borrowing and giving security, the question often arises what can the company charge, and in (a) See also the Forged Transfer (c) Cp. Re Badger, [1905] 1 Ch.^ Acts, 1891 and 1892, supra, pp. 350 568 ; Reg. v. Sir Charles Reed and 351, and the Mortgage Deben- (1880), 5 Q. B. D. 483 ; Agnew v. tureActs, 1865andl870,sM,pro,p. 91. Murray (1884), 9 A. C. 5~19, cases (6) Australian Auxiliary Steam under other statutes in which the Clipper V. Mounsey (IS58), 4K. &J. corporations were held to have no 733; Phoenix Bessemer Co. (1871), borrowing powers. 40 L. J. (CH.) 109 ; Bryon v, Metro- (d) Patent File Co. (1870), 6 Ch. politan Saloon Omnibus (1858), 3 83 ; General Auction Estate Co. v. De G. & J. 123 ; General Auction Smith, [1891] 3 Ch. 432. Estate Co. V.Smith, [1891] 3 Ch. 4:^2. (e) Southern Brazilian, Rio The doctrine of Malins, V.C, in Grande, etc.. Railway, [1905] 2 Ch. Gibbs and West's Case (1870), 10 78; Phoenix Bessemer Co. (1875), Eq. 312; and Hamilton Windsor 44 L. J. (CH.) 683 ; Cor^eZd (IF. i2.) Ironworks (1879), 12 C. D. 707, tf? Co. v. Buchanan (1913), 29 viz. that a company, which had no T. L. R. 258 ; but see supra, pp. borrowing power could borrow a rea- 377 and 378. sonable amount for current expenses ( / ) Lough-Neagh Ship Co., [1895] only, does not seem good law, I Ir. 533. 524 Debentures particular can it charge its uncalled capital ? It is well settled that a power to charge uncalled capital conferred by the memorandum or articles of association of a company is good (g) ; but a power to charge " the property " of a company (h) or its " property both present and future " (*), or " its property and efiects " {k), or " its estate " (l), will not in the absence of a sufficient context authorize a charge on capital which is not called up while the company is a going concern, but such words will authorize a charge on capital not called up at the date of charge, but called up before the company goes into liquidation (m). On the other hand, a power to charge " the assets " (w) or " the rights " (o) of a company, or to borrow " upon any security of the company, or upon the security of any property of the company " {p), or " upon the property and effects of the company, or in such other manner as the company may determine " (q), are sufficient to charge all uncalled capital, except capital w^hich, under the provisions of section 5 of the Companies Act, 1879, or section 58 or 59 of the existing Act, can only be called up for the purpose of a winding-up, or the amount guaranteed by members of a company limited by guarantee, which can in no case be charged by the company (r). The question remains whether a company which has no express power of giving security, can under its implied power of giving security charge its uncalled capital ? — there are dicta in one case {s) that it cannot do so. Stanley's Case {t) and the other cases which followed it were decided upon the construction of the powers of charging in each case (m), (g) Pyle Works (1890), 44 C. D. 9 Eq. 721 ; Colonial Trusts (1880), 534; Newton v. Anglo - Australian 15 C. D. 465. Investment Co., [1895] A. C. 244. (n) Page v. International Agency (h) Bank of South Australia v. and Industrial Trust (1893), 68 Abrahams (1875), L. R. 6 P. C. 265; L. T. 435. Colonial Trusts Corporation (1879), (o) Howar d v. Patent Ivory (\^%%), 15 C. D. 465 ; Bower v. Foreign and 38 C. D. 156, Colonial, [1877] W. N. 222. Under ( p) Newton v. Anglo-Australian such a power book debts not yet Investment Co., [1895] A. C. 244 ; accrued may be charged ; Bloomer and cp. Phoenix Bessemer Co. (1875), v. Union Coal and Iron Co. (1873), 44 L. J. (CH.) 683. 16 Eq. 383. (q) Jackson v. Rainford Coal Co., {i) Streatham and General Estates [1896] 2 Ch. 340, Co., [1897] 1 Ch. 15 ; Russian (r) Mayfair Property Co., [1898] Spratts Patent, [1898] 2 Ch. 149 ; 2 Ch, 28. As to the amounts C. P. Holme v. Drachenfels Banket guaranteed by members of a (1895), 2 Mans. 146. guarantee company ; Irish Club Co., (k) Stanley's Case (1864), 4 De [1906] W. N, 127, G, J, & S. 407 ; Sankcy Brook Coal (s) Page v. International Agency Co. {No. 2), 10 Eq. 381; and see and Industrial Trust (1893), 68 also Jackson v. Rainford Coal Co., L. T. 435. [1896] 2 Ch. 340. (t) (1864), 4 De G. J. & S. 407. (Z) King v. Marshall (1864), 33 (u) Cp. Newton v. Anglo- Austra- Beav. 565. Han Investment Co., [1895] A. C. 244. (to) Sankey Brook Coal Co. (1870), Construction of Borrowing Powers 525 and as those powers did not authorize a charge of uncalled capital, they impliedly forbade such a charge ; these cases therefore are not opposed to the view that a company may have implied power to charge its uncalled capital, and it is difficult to see why such a power should not be implied (x). In Scotland, if it is wished to charge uncalled capital, such capital must be assigned to some person, and notice of the assignment given to every member liable to the calls ; in this way members will be put in mala fides, if they pay their calls to the wrong person (y). In the construction of charging powers it is often necessary to ascertain what exactly is meant by borrowing or lending money or similar words. A power to borrow and give security for the money borrowed authorizes the giving of security for existing debts of the company (z), or of another person (a), if the company is liable to such other person for such debt, or for a guarantee which has been given to secure a debt of the company ; but it does not, it would seem, authorize a company to give security for a guarantee given to carriers with a view to obtaining their services on credit (b) ; it would seem that a power to borrow and secure the repayment of the money borrowed will authorize the issue of debentures at a discount (c). An overdraft at a bank is a borrowing {d) ; a power to charge the property of the company will apparently enable a charge on future property to be given (e) ; and a power " to issue " deben- tures, etc., conferred by the memorandum may, if there are wider words in the articles, authorize a verbal charge on uncalled capital (/). If a company has power to issue debentures, whether such power be express or implied, there is no reason why such debentures should (x) The reasoning of Jessel, [1895] 2 Ch. 617. M.R., in Colonial Trusts Corpora- (b) Pyle Works {No. 2), [1891] 1 tion (1879), 15 C. D. 465, which Ch. 173. proceeds on the basis that capital (c) Webb v. Shropshire Railways, called up in a winding-vip is not [1893] 3Ch. 307; in Anglo-Danubian assets of the company at all, but Stea^n Navigation (1875), 20 Eq. arises under a distinct habiUty is 339, the words were " to secure the opposed to this view, and does not repayment of or raise," and the seem consistent with Pyle Works transaction was held to be good : (1890), 44 C. D. 534. see also CampbelVs Case (1877), 4 (y) Ballachulish Slate Quarries v. C. D. 470. Menzies (1908), 45 S. L. R. 6G7. {d) Brooks and Co. v. Blackburn (z) Bank of Australasian. Breillat Benefit Building Society (1884), 9 (1847), 6 Moore P. C. 152 ; Inns of A. C. 857. Court Hotel Co. (1868), 6 Eq. 82; (e) Anderson v. Buller's Wharf Howard v. Patent Ivory (1888), 38 Co. (1879), 48 L. J. (ch.) 824. C. D. 156 ; Davies v. R. Bolton and (/) Tilbury Portland Cement Co. Co., [1894] 3 Ch. 678; see Glegg v. (1893), 62 L. J. (CH.) 814. The Bromley, [1912] 3 K. B. 474, as to Statute of Frauds will not infre- the cases where there will be valu- quently cause difficulties in the case able consideration for a past debt. of verbal charges, see jwst, pp. 533 (a) Seligman v. Prince Ch. 175, but it does enable the p. 230. S. 27 of the Companies company to decline to enter any ((Consolidation) Act, 1908, of course notice it has received oji i[s does not fpply to a register of register, debenturoSj the point Wfis nrKuerj, 550 Debentures each debenture-holder who is within the realm, when moneys become payable to him. In the absence of such a condition a company will have to go on paying interest, even where the principal moneys have only not been repaid owing to the carelessness of the holder in omitting to present his debenture for repayment {x). The com- pany will, under such a condition, not be in default until a demand for payment has been made at the place or at one of the places specified in the condition {y). Having regard to 0. XIX. r. 14, R. S. C, the absence of such a demand will, where it is relied on as a defence, have to be pleaded,, and if the condition relates only to principal moneys, a demand for principal moneys and interest will be good as to interest though not made in manner required by the condition ,^2). It is thought that it is better to enable the company to pay interest by sending a cheque (a) through the post, in the case of registered debentures which have not got coupons for interest attached. Where there are coupons the condition should provide that the interest shall be paid in accordance with the terms in the coupons, and each coupon should provide that it is to be surrendered on payment of the interest therein mentioned. It is as well also to provide that the principal moneys shall only be payable on surrender of the debenture with all coupons for interest not then due (6). The next condition deals with the various events which will (x) Fowler v. Midland Electric agreement to give up the security Corporation for Power Distribution, and rely on the cheque : J. Dcfrics [1917] 1 Ch. 656. The case of an and. Sons, [1909] 2 Ch. 423 ; see executor who had forgotten to pro- also Henderson v. Arthur, [1907] 1 duce the probate for registration, K. B. 10. as the company was not entitled to (b) Coupons for interest when not insist on this, interest went on payable either to any named person running till actual repayment. or to bearer are simply tokens and iy) Thorn v. City Rice Mills part of the debentures aiad are con- (1889), 40 C. D. 357 ; Escalera Silver scquently it would seem negotiable Lead Mining Co. (1908), 25 T. L. R. with the debenture, but not without 87; and for a condition precluding it: Enthoven v. Hoyle (1853), 13 a debentm-e -holder from suing the C. B. 373 ; Webb Hale tfc Co. v. company until he has demanded Alexandra Water Co. (1905), 93 his money, and there has been L. T. 339. From the evidence in default for a specified time, Rogers the last case it would appear that a n)AetilQ08,. Reissue of Redeemed Debentures 553 A company which has, either before or after the passing of the Act, redeemed (s) any debentures previously issued has power, and is deemed always to have had power, to keep the debentures alive for the purposes of reissue ; and where the company has purported to exercise such a power, it has power, and is deemed always to have had power to reissue the debentures either (o) by reissuing the same debentures ; or (6) by issuing other debentures in their place. Where debentures have either before or after the passing of the Act been transferred to a nominee of the company with the object of keeping them alive for the purpose of reissue, a transfer from that nominee will be deemed to be a reissue for the purposes of the section (t). These provisions do not apply where (1) the articles or the con- ditions of issue expressly otherwise provide or (2) where the debenture has been redeemed in pursuance of an obligation on the company so to do (u) (not being an obligation enforceable only by the person to whom the redeemed debentures were issued or his assigns) (x). The cases decided before the passing of the Companies Act, 1907, are important still in these two cases, and for stamping purposes. Upon any such reissue the person entitled to the debentures will have, and is deemed always to have had the same rights and prior- ities as if the debentures had not been previously issued. The question whether such re-issued debentures require registration was raised in iVew; London and Suburban Omnibus Co. {y), where Neville, J., did not decide the question, but held that in that particular case the debentures did not require registration. The reissue of a debenture or the issue of another debenture under the powers conferred by the section, whether the re-issue or issue, was made before or after the passing of the Act is for the pur- poses of stamp duty, but not for the purposes of a provision limiting the amount or number of the debentures to be issued, to be treated as the issue of a new debenture. A person lending money on the security of a debenture re-issued (s) " Where a company has either and Liquid Fuel, [1907] 2 Ch. 540. before or after the passing of this (t) Companies (ConsoHdation) Act deposited any of its debentures Act, 1908, s. 104, sub-s. 2. to secure advances from time to (u) A statement that a debenture time on current account or other- is " redeemable " would appear not wise, the debentures shall not be to be such an obligation, as it only deemed to have been redeemed by gives the company an option to reason only of the account of the redeem : Chicago and North West company having ceased to be in Granaries, [1898] 1 Ch. 263 ; Edin-: debit whilst the debentures remained burgh Corporation v. British Linen BO deposited " ! Companies (Con- JSawi-, [1913] A. C. 133. Bolidation) Act, 1908, s. 104, sub-s. 3. (x) Cp. Fitzgerald v. Persse, [1908] It is doubtful whether this provision 1 Ir. 279. fllterfi tho Jaw; Uiwjnn Pefrolemn {y) [190R] 1 CU. Ogj, 554 Debentures under the section, wliicli appears to be duly stamped, may give the debenture in evidence in any proceedings for enforcing his security without payment of the stamp duty or any penalty, unless he had notice, or, but for his negligence might have discovered that the debenture was not duly stamped ; in any such case the company wUl be liable to pay the proper stamp duty and penalty (2). The section does not prejudice (1) the operation of any judgment or order of a Court of competent jurisdiction pronounced or made before the 7th March, 1907, as between the parties to the proceedings in which the judgment was pronounced or the order made, and any appeal from any such judgment or order must be decided as if the Act had not been passed (a), or (2) any power to issue debentures (&) in the place of any debentures paid off or otherwise satisfied or ex- tinguished, reserved to a company by its debentures or the securities for the same (c). If there is no time specified for the repayment of the principal moneys secured, the principal money will be repayable on demand, unless the mortgage shows an intention to the contrary, but the mortgagee must give the mortgagor a reasonable time to find the money (d), and the same rule applies to the mortgagor's right to re- deem where the mortgage is an equitable one, but in the case of a legal mortgage the mortgagor must give the mortgagee six months' notice, or pay him six months' interest in lieu of notice (e). Where, however, the covenant for repayment provides that the principal moneys shall be repayable on the happening of events which may not happen for an indefinite period (_/), or where the debenture or debenture stock is stated to be irredeemable, and there is no provision for redemption or covenant for repayment, there the debenture stock or debentures will be what is called perpetual or (z) Companies (Consolidation) krsh, [1892] 1 Ch. 385. Act, 1908, s. 104 (4). (/) Per Rigby, L.J., in City of (a) Seo on this sub-section New London Brewery v. Inland Revenue, London and Suburban Omnibus Co., [1899] 1 Q. B. 121, 138, but it [1908] 1 Ch. 621. would seem, in spite of the remarks (b) Such debentures would it is in this case, that stock cannot pro- thought require to he stamped perly be described as irredeemable, afresh. where the company has an option (c) Companies (Consolidation) to redeem it, see jscr Collins, M.R., Act, 1908, s. 104. and Romer, L.J., in Jarrah Timber (d) Fitzgerald's Trustee v. Mel- v. Samuel, [1903] 2 Ch. 1; Edin- lersh, [1892] 1 Ch. 385 ; Hopkins v. burgh. Corporation v. British Linen Worcester and Birmingham Canal Bank, [1913] A. C. 133. In Joseph (1868), 6 Eq. 437 ; Tewkesbury Gas Stocks dh Co., [1912] 2 Ch. 134 n., Co., [1911]2Ch.279;affirmed,[19I2] Evk, J., held that in the circum- 1 Ch. 1 ; Deverges v. Sandeman, stances of the case, irredeemable Clarke d- Co., [1902] 1 Ch. 579, per stock meant stock which the com' Cozens-Hardy, L.J. pany was not bound to pay off. (e) Fitzgerald's Trustee v. MeU Irredeemable Debentures 555 Irredeemable, and the transaction will not be a borrowing of money or come within the provisions of a power to borrow, but will be a sale of a perpetual annuity (g). In such cases the stock holder, being a mere annuitant, cannot obtain an order restraining the company from paying dividends (/«). The expressions "redeemable" and "irredeemable," prima facie, mean that the mortgagor has or has not the right to redeem {i). Formerly there was doubt as to whether a company could create perpetual debentures or debenture stock, as it was said that such stock offended the rule against clogging the equity of redemption of mortgaged property (k) ; and it may be that in some cases such debentures or debenture stock would offend against the perpetuity rule(/). These doubts were removed by section 14 of the Com- panies Act, 1907 (ni), which applies retrospectively, and a condition contained in any debentures {n), or in any deed for securing deben- tures, will, in spite of any equitable rule to the contrary not be invalid by reason only that it makes the debentures irredeemable or redeemable only on the happening of a contingency, however remote or on the expiration of a period however long. It will be noticed that this section does not affect cases like Jarrah Timber v. Samuel (o), where the question was not whether the company could validly issue the debenture stock, but whether it could give a mort- gagee of such stock when issued an option to purchase the stock as part of the mortgage transaction ; nor does the section touch the Southern Brazilian Rio Grande do Sul Railivatj (p), which turned on the construction of a memorandum of association which gave a power to borrow, but not to raise money ; where perpetual debenture stock is secured by a floating security such security will become enforceable on the company being wound up {q), and unless the (g) Southern Brazilian Rio Grande Woodall v. Clifton, [1905] 2 Ch. 257 ; do Sul Railway, [1905] 2 Ch. 78 ; TyrrelVs Estate, [1907] 1 Ir. 297. Attree v. Hawe (1878), 9 C. D. 337; (m) Replaced by Companies City of London Brewery v. Inland (Consolidation) Act, 1908, s. 103. Revenue Commissioners, [1899] 1 {n) The expression " deben- Q. B. 121. tures " include debenture stock: [h) Lawrence v. West Somerset Companies (Consolidation) Act, Mineral Railway, [1918] 2 Ch. 250. 1908, s. 285, probably it would also (i) Edinburgh orporation v. Bri- include debenture stock certificates : (u) London and Weatminster v. in the prospoctus, see s. 84 of the Inland Revenue, [1900] 1 Q. B. 166. Act, supra pp. 277 et seq. ; and see (x) As to the liability of directors also ss. 80 and 81 of the Act, and and others in respect of statements supra pp. 253 et seq. 576 Debentures The Company Limited. (Registered under the Companies Acts, 1908 to 1917.) Share Capital £50,000 divided into 25,000 five per cent, cumulative Preference Shares of £1 each and 25,000 ordinary shares of £1 each. Issue of £30,000 five per cent, registered First Mortgage Debenture Stock [y) of which £20,000 is now offered for subscription at par payable on application 25 per cent, on allotment 25 per cent, on the day 19 50 per cent, or the whole may be paid up in full on allotment or on the due date of any subsequent instalment under discount at the rate of 4 per cent, per annum. The stock is issued in amounts of £1 and multiples of £1 and no transfers of any fractions of £1 of the stock will be registered. The stock is redeem- able on the day of 1937 at par but the Company may at any time after the day of 1927 redeem any portion of it at £110 per cent, on six months' notice. The stock will be redeemable at 110 if at any time before the said day of 1937 the Com- pany goes into voluntary liquidation for the purpose of amalgamation or reconstruction (2). Each sum of £1 of the stock may at any time after it has been paid for in full and before the day of 19 be exchanged for one fully paid ordinary share of the Company. The stock is secured by a trust deed dated the day of • 19 and made between the Company of the one part and the trustees for the debanture stock holders of the other part whereby the Company creates the following charges in favour of the trustees, namely (1) a specific first charge on the whole of the freehold and leasehold property of the Company consisting of acres or thereabouts of freehold land situate at in the county of and the factory buildings plant and fixed macliinery thereon erected and acres or there- abouts of freehold land situate at in the said county and acres of leasehold land situate at in the county of held at a rent of £ for the residue of a term of 99 years from the 25th of March 1890 and the buildings thereon erected. (2) A charge by way of floating security (but without any power for the Company to create any mortgage or charge ranking pari passu with or in priority to such charge) over the whole of the undertaking and remaining assets of the com- pany including its uncalled capital for the time being. Interest is payable on the 1st day of January and the 1st day of July in each year and the first payment will be made on the 1st day of January 19 and will be calculated from the due dates of payment of the instalments. (y) The Stock Exchange autho- to be set out so as to comply with rities would allow this stock to be the Stock Exchange requirements entitled first mortgage, supra p. 541 . as to the terms of redemption where {z) This is all that will be required an official quotation is desired. Form of Debenture Stock Prospectus 577 Trustees for the Debenture Stock Holders. [Fill in names, adcU'esscs, and descriptions.] Directors. [Fill in names, addresses, and descriptions (a). J Bank. The Bank Ltd., Street, E.G. Solicitors for the Debenture Stock Holders. [Fill in names and addresses.] Solicitors for the Company. [Fill in names and addresses.] Auditors. [Fill in names and addresses.] Brokers. [Fill in names and addresses.] Secretary. [Fill in name.] Registered Office. [Fill in address.] The Company was formed in the year 1918 for the purpose of acquiring nd working the business of a for many years past carried on )y Messrs. and Sons at and elsewhere. The iroceeds of this issue will be employed in enlarging and improving the ictory and machinery of the Company. Messrs. of valuers have made a report on lie freehold and leasehold lands acquired by the company. This report •hich is dated the 19 gives the value of the freehold lands at as £ of the freehold lands at as £ and of the leasehold lands at as £ Total valuation £ These freehold and leasehold properties will all be subject to the specific large created by the trust deed of the 19 above referred to r securing the debenture stock of this issue. Messrs. of (a) This is unnecessary where the year after the company is entitled ospectus is issued more than a to commence business. S.C.L. 37 578 Debentures valuers have made a report on the plant and machinery and tools and utensils of the Company. Such report is dated the and estimates the value of the ame at £ Messrs. the Company's auditors have given the following certificate To the Directors of Limited. Gentlemen, We beg to report that the assets of the Company exclusive (of the freehold and leasehold properties and the goodwill standing in the books of Messrs and Sons at £ and the plant machinery tools and utensils) is as follows : — Stock of raw materials (at cost price) . . . £ Stock of manufactured and partly manufactured articles (at cost price) . . . . . £ Sundry other articles (at or under cost price) . . £ Book debts .......£ Cash in hand and at the Bank . . . . £ Investments .......£ Total .... £ Loss trade habihties £ Total .... £ The profits of the business after providing for depreciation for the three years ending 19 have been as follows : — 19 £ 19 £ 19 £ . The sales for each year show an increase over those of the previous year. We are Gentlemen Yours faithfully R.O. & Co. At the above valuations the total value of the assets subject to the trust deed for securing the debenture stock of this issue exclusive of the Com- pany's uncalled capital is as follows : — Freehold and leasehold property (subject to the specific charge) ......£ Other property (including goodwill) less trade habih- ties to the extent of £ which rank after the charge created by such trust deed . . . £ Total . . £ The minimum subscription on which the directors were allowed to proceed to allotment was 25,000 shares of £1 each. Tue sum of 25. 6d. being payable on apphcation and 25. 6d. on allot- ment in respect of each such share. Form of Debeijture Stock Prospectus 579 30,000 shares were in fact allotted (6). The Articles of Association of the Company contain the following provisions : — [Here set out articles dealing with the following matters — q'ualifica^ tion (c) and remuneration (c) of the directors and managing director including power if any to remunerate for extra services and the voting rights conferred by each class of share.] Messrs. and Sons were the vendors to the Company and the sum of £ • payable as to £ in cash and £ in fully paid ordinary shares was the amount payable to them as purchase money £ of such amount being payable in respect of goodwill (d). The preUminary expenses have been paid by the Company and amounted to £ (c) but nothing was paid to any promoter. Notliing has been paid for underwriting but a brokerage of 1 per cent, will be paid on apphcations bearing brokers' stamps. Messrs. and two of the directors of are interested in the property acquired by the Company as partners in the firm of and Sons. Mr. of was also interested in the pro- perty sold, as a partner in such firm (e). The following contracts have been entered into within the last two years. [Set out dates and names of parties.] The memorandum of association with the names addresses and descrip- tions of the signatories and the number of shares subscribed for by them respectively will be found witliin the fold (/). Apphcations for debenture stock of this issue should be made upon the form accompanying this prospectus and sent to the Company's bankers with the amount payable on appUcation. If no allotment be made the deposit will be returned in full or if only a partial allotment the balance of the deposit will be apphed in reduction of the amount payable on allotment and the excess (if any) returned. In the case of default in payment of the amount payable on allotment or of any subsequent instalment the Company may at their option either cancel the allotment and forfeit the sums already paid or charge interest at the rate of 10 per cent, per annum on the amount in arrear from the date of default till payment. (b) Tliis need apparently not be property has been completed at set out, as it would seem that the date of the issue of the pro- 8. 81 (1) {d) has no application to spectus ; see s. 81 (1) (/), and (2) a prospectus offering only deben- of the Act. tures, at all events where shares (e) This is unnecessary where the have already been issued. prospectus is issued more than a (c) These things need not be set year after the company is entitled out in a prospectus issued more to commence business. than a year after the company is (/) This is unnecessary in a news- entitled to commence business, paper advertisement, or if the pro- {d) These particulars will be un- spectus be published more than a necessary if the whole of the money year after the company is entitled to arise from the issue is to be em- to commence business ; it will not ployed in enlarging and improving be required for the purpose of a the works of the company and the Stock Exchange quotation except purchase or acquisition of the where the Act requires it. 580 Debentures Application will in due course be made to the committee of the Stock Exchange for a special settlement and official quotation (g). Scrip certificates will be issued after the payment of the amount due on allotment — ^and such certificates will when the amount of the debenture stock comprised therein has been paid in full be exchangeable for Debenture Stock Certificates. Copies of the memorandum and articles and the trust deed and the contracts and certificates above referred may be inspected at the Offices of the Company's SoUcitors between the hours of 12 and 4 on any day before the subscription list is closed. Dated 19 APPLICATION FORM TO ACCOMPANY PROSPECTUS, No. of application No. of Allotment. The Company Limited. Issue of £30,000 5 per cent, registered mortgage Debenture Stock Form of Application. To the Directors of the Company Limited. Gentlemen, Having paid to the Company's bankers The Bank, Limited the sum of £ being a deposit of 25 per cent, on the de bcnturc stock apphed for by ^~ — request you to allot ^ £ of the above debenture stock on the terms of the prospectus issued by you dated 19 and -r agree to pay the amount payable on allotment and the remaining instalment on any allotment that may be made in respect of this appUcation as provided by the said prospectus. Signatures. Name in full. Description. Date. I desire to pay in full on allotment. Signature. Banker's Receipt for Deposit on Application for Debenture Stock. Received the daj' of 19 on account of the Company Limited from of the sum of £ being a deposit of 25 per cent, on application for £ 5 per cent, registered first mortgage debenture stock of the Company Limited For the Bank Limited. stamp. Cashier. The receipt when returned by the bankers should be preserved by the applicant to be exchanged for the Scrip Certificate. (g) As to the requirements for an sufficient if a reasonable number of official quotation (see supra, pp. 258 copies are circulated. Two-tliirds of and259), the prospectus will have to the issue will have to be applied be publicly advertised, though not for and unconditionally allotted to necessarily in a newspaper, it being the public. Form of Eegistered Debenture 581 registered de-benture (i). The Company Limited (Incorporated under the Companies Acts 1908 to 1917.) Capital £ divided into shares of £ each. Issue of £ in debentures of £ each (numbered 1 to {Ic)) authorized by article of the Company's Articles of Association and by a resolution of the board of directors of the Company dated 19 No. Debenture £ 1. The Company Limited (herein called the Company) hereby covenants to pay to of in the county of or other the registered holder hereof the sum of £ on the daj' of 19 or on such earlier day as the principal moneys hereby secured shall be payable in accordance with the conditions endorsed hereon. 2. The Company hereby covenants to pay to the registered holder hereof interest (l) on the said sum of £ until repayment thereof at the rate of £ per cent, per annum by equal half-yearly payments on the day of and the day of in each year the first of such payments to be made on the day of 19 . 3. The Company hereby charges with the payments aforesaid by way of floating security its undertaking and all its assets whatsoever and where- soever including its uncalled capital for the time being. 4. This debenture is issued subject to and with the benefit of the con- ditions endorsed hereon. Given under the common seal of the Company this day of 19 , in the presence of "j Directors. © J Secretary. THE CONDITIONS WITHIN REFERRED TO. 1. This debenture is one of an issue of debentures each for securing a sum of £ with interest thereon at the rate of per cent, per annum. All the said debentures are in the same form and rank pari passu in point of charge. Although the charge created by the said debentures is a floating charge the Company shall not create any mort ■ (i) This form of debenture is such a rate as will ensure the receipt suitable where an official quotation by such registered holder, after on the Stock Exchange is desired. deduction of income tax, of a net (k) Or where the debentures are per cent, pur annum on the of different amounts, Nos. 1 to said sum of £ . Such interest in debentures of £ each, and to be paid," and omit all words Nos. to in debentures of after the word "interest" to the £ each. words " per annum " inclusive. Aa (I) Or where the interest is lo be to payments free of income tax, see paid free of income tax, insert after supra, p. 152. the word " interest " the words " at 582 Debentures gage or charge ranking pari passu with or in priority to the charge hereby created. 2. The Company shall keep at its registered office a register (herein- after called the register) of the holders of debentures of tliis issue and shall enter therein the names addresses and descriptions of such holders and the debentures held by them respectivelj'. 3. The Company shall not be bound to enter any notice of any trust express impUed or constructive in the register and shall not be bound to recognize any one as having any title to this debenture except the regis- tered holder thereof ; but so that the legal personal representatives of a deceased sole registered holder and any person becoming entitled to this debenture by reason of the bankruptcj' of anj' registered holder shall upon producing such evidence as the directors may from time to time require have the same rights and be subject to the same provisions as are herein conferred on and declared concerning a registered holder of this debenture. 4. Every transfer of this debenture shall be in writing under the hand of the transferor. [The Company may decUne to register any transfer if the transferor or any person through whom he claims otherwise than by transfer is indebted to the Company save as aforesaid.] (m) The Company shall register any transfer left at the office of the Company together with a fee of 2s. 6d. and this debenture and such other evidence as the directors may reasonablj^ require to show the right of the transferor to transfer. On registration of any such transfer a note of the registration shall be endorsed on the debenture. 5. Wlien tlus debenture is registered in the name of Joint holders the survivors or survivor of them shall be deemed to be the registered holder thereof and any sole survivor shall be deemed to be a sole registered holder, and any notice which the Companj^ rnay give and any cheque or warrant for interest which it may send to the registered holder of this debenture under the provisions hereinafter contained may be sent to any one of such joint holders at his registered address or to such other person -^ address as he may direct, 6. All principal moneys and interest hereby secured shall subject to the provisions of the next condition be paid to the registered holder of this debenture without regard to any equities existing between the Com- pany and any prior holder of this debenture. 7. Any person becoming entitled to tliis debenture by reason of the death or bankruptcy of a registered holder hereof shall upon such evidence being produced as the directors may from time to time require have the right to be registered as the holder of this debenture but such registration shall not prejuchce any right the Company would but for such registration have had against the deceased or bankiaipt registered holder. 8. The principal monej's and interest hereby secured will when the same become payable be paid as follows that is to say the principal moneys at the registered office of the Companj' and the interest bj' cheque or (m) The words in square brackets are issued as partly paid, and the will be omitted if an official quota- power to decline to register trans- tion on the Stock Exchange is fers is limited to partly paid de- required, except if the debentures bentures. FoKM OF Registered Debenture 583 warrant sent through the post in a prepaid letter addressed to the registered holder of this debenture at his registered address or to such other person ^ address as he may direct. 9. The principal moneys hereby secured shall become immediately payable on the happening of any of the following events. (1) If the Company makes default for a period of two calendar months in payment of any interest hereby secured. (2) If an order for the winding-up of the Company is made or if the Company shall go into voluntary liquidation. (3) If any execution or sequestration or other process of any Court or authority or any distress is sued out against or levied upon any of the assets of the Company. (4) If a receiver is appointed of any of the assets of the Company. (5) If the Company shall cease to carry on its business [or shall commit any breach of any covenant on its part contained in the trust deed here- inafter referred to.] 10. All notices may be given by the Company to the registered holder of this debenture either personally or by post in a prepaid letter addressed to such registered holder at his registered address or to such other person ^ and address as he may direct. 11. Any notice if served by post shall be deemed to have been served within twenty-four hours from the time when the letter containing the same was put into the post office and in proving such service it shall be sufficient to prove that such letter was properly addressed and put into the post office. [12. This debenture is issued with the benefit of and subject to the charge created by and the terms and conditions contained in a trust deed dated the day of 19 and made between .] DEBENTURE TO BEARER WITH OPTION TO TURN INTO REGIS- TERED debenture (n). The Company Limited. (Incorporated under the Companies Act, 1908 to 1917.) Capital £ divided into shares of £ each. Issue of £ in debentures of £ each (Numbers 1 to ) Authorized by Article of the Company's Articles of Association and by a resolution of the board of directors of the Company dated 19 No. Debenture £ 1. The Company Limited (hereinafter called the Company) hereby covenants to pay to [ or other] (o) the bearer hereof or (when registered) the registered holder hereof the sum of £ on the day of 19 or on such earlier day as the principal moneys hereby secured shall become paj'able in accordance with the conditions endorsed hereon. (n) This form of dobonturo is (o) The words, etc., botwoensquaro suitable where an official quotation brackets are frequently omitted, on the Stock Exchange is desired. 581: Debentures 2. The Compauy will in the meantime and until repayment of the said 8um of £ pay interest at the rate of £ per cent, per annum on the said sum of £ by equal half-yearly payments on the day of and the day of in each year in accordance with the coupons annexed hereto and the conditions endorsed hereon. 3. The Company hereby charges by way of floating security with the payments aforesaid all its undertaking and assets whatsoever and where- Boever including its uncalled capital for the time of being. 4. Tliis debenture is issued subject to and with the benefit of the con- ditions endorsed hereon. Given under the common seal of the Company this day of 10 , in the presence of f Directors. Secretary. ^ THE CONDITIONS WITHIN REFERRED TO. 1. This debenture is one of an issue of debentures of £ each for securing a total sura of £ with interest at the rate of £ per cent, per annum. All the said debentures are in the same form and rank pari passu in point of charge. Notwithstanding that the charge created by the debentures is a floating charge the Company shall not be at liberty to create any mortgage or charge ranking in priority to or pari passu with the charge created by the said debentures. 2. The Company shall keep at its registered office a register (herein- after called the register) of the holders of debentures of this issue who desire to have their debentures registered and shall enter therein the names, addresses, and descriptions of such holders and the debentures held by them. The bearer of tliis debenture shall at any time when it is unregistered be entitled to have it registered in his name on leaving it together with a fee of 25. 6d. and the amount if any of the stamp duty payable at the registered office of the Company. The Company shall on registering any debenture endorse thereon a note of such registration. 3. The Company shall not be bound to enter any notice of any trust express implied or constructive in the register and when this debenture is registered the company shall not recognize any one as having any title thereto except the registered holder provided always that the legal personal representatives of a deceased sole registered holder and any person becoming entitled to this debenture by reason of the bankruptcy of any registered holder shall upon producing such evidence as the directors of the Company may from time to time require have the same rights and powers as are hereby conferred on a registered holder of this debenture. 4. When this debenture is registered every request to cancel the regis- tration thereof and every transfer thereof shall be in writing under the hand of the registered holder thereof. Upon such request or transfer being left at the registered office of the Company together with a fee of 25. Gd, and the amount if any of tlie stamp duty paj^able and this debenture and such other evidence as th3 directors of the Company may reasonably require to show the right of the person making such request or transfer to make the same the registration of this debenture shall be cancelled FoEM OF Bearer Debentures 585 or as the case may be the transfer shall be registered. On cancelling the registration of any debenture and on any transfer thereof the Company shall endorse thereon a note of such cancellation or transfer. 5. When this debenture is registered in the name of joint holders the survivors or survivor of them shall be deemed to be the registered holders thereof and any sole survivor shall be deemed to be a sole registered holder and any notice wlxich the Company may give as hereinafter provided to the registered holder of this debenture may be given to any one of such joint holders at his registered address or to such other person ^ address as he may direct. 6. Wlien this debenture is unregistered it shall for all purposes be deemed to be a negotiable instrument and all principal moneys and interest payable hereunder shall when this debenture is registered be paid to the registered holder hereof without regard to any equities existing between the Company and any prior holder of this debenture. 7. All principal moneys and interest will when the same become pay- able be paid at the registered office of the Company. On the payment of the principal moneys this debenture with all outstanding coupons and on the payment of any interest the coupon relating to such interest must be surrendered to the Company. Coupons for interest down to and includ- ing the interest payable on the day of 19 are annexed to this debenture and all interest will be paid on the dates and in accord- ance with the terms specified in such coupons, and when such coupons are exhausted the Company will on this debenture being produced issue fresh coupons for the payment of future interest. On the issue of any fresh coupons the Company shall endorse on this debenture a memorandum stating the number of fresh coupons issued. 8. The principal moneys hereby secured will become payable in any of the following events : — (1) If the Company makes default for a period of three calendar months in payment of any interest hereby secured [and the bearer of tliis debenture or when the same is registered the registered holder thereof gives notice in writing before such default is made good calHng in the principal moneys]. (2) If an order is made for the winding-up of the Company or if the Company goes into voluntary liquidation. (3) If any execution sequestration or other process of any court or authority or any distress is sued out against or levied upon any of the assets of the Company. (4) If a receiver is appointed of any of the assets of the Company. (5) If the Company shall cease to carry on its business [or shall commit any breach of any covenant on its part contained in the trust deed here- inafter referred to]. 9. When this debenture is unregistered all notices may be given by the company to the bearer thereof by advertisement in the Times and one other London morning paper when it is registered all notices may be given by the company to the registered holder either personally or by post in a prepaid letter addressed to such registered holder at his registered address or to such other person *^ address as he may direct. 10. Any notice if served by post shall be deemed to have been served 586 Debentures wdtliin twentj'-four hours from the time when the letter containing tho same was put in the post office and on proving such service it shall be sufficient to prove that such letter was proi)erly addressed and put into the post office. 11. [Tliis debenture is issued with the benefit of and subject to the charge created by and the terms and conditions contained in a trust deed dated the day of 19 and made between .] FORM OF COUPON TO BE ATTACHED TO THE ABOVE DEBENTURE. The Company Ldmited. Per cent. Debenture for £ No. Coupon No. £ On the day of 19 unless the principal moneys secured by the above-mentioned debenture shall be sooner paid ofE and on the surrender of tliis coupon the Company Limited will pay to the bearer hereof at No. or other the registered office of the said Company the sum of £ (less Income tax) being sis months interest then due on the said debenture. By order of the Board. A.B. Secretary. ALTERNATIVE FORM OF COUPON (i)). The Company Limited. Coupon No. for pounds for half a year's interest on debenture No. of the Company Limited due the day of 19 , A.B. Secretary. TRUST DEED TO SECURE REGISTERED DEBENTURE STOCK {q). This Indenture made the day of 19 between Company Ltd. a Company registered under the Companies Acts 1908 to 1917 and having its registered office at of the one part and of in the county of and of in the county of (hereinafter called the said trustees) of the other part. Whereas the Company has by a resolution of its directors passed in pursuance of powers (p) A coupon in tMs form would [1894] 2 Q. B. 142, ands2/j9ra,p. 550. seem to be a mere token and not note (6). a negotiable instrument : EntJioven (q) This form of Trust deed is V. Hoyle (1853), 13 C. B. 373 ; and suitable where an official quotation see Rothschild v. Inland Revenue, on the Stock Exchange is desired. Form of Debenture Stock Trust Deed 587 in that behalf contained in its memorandum and articles of association resolved to issue debenture stock to the extent of £ and to secure the payment of the same with interest at the rate hereinafter mentioned in manner hereinafter appearing. And Whereas the said trustees have agreed to act as trustees and to enter into these presents as trustees for the holders of the debenture stock. Now this Indenture WITNESSETH AND IT IS Hereby Declared as follows : — 1. In the construction of these presents including the schedules hereto the following words and expressions shall have the following meanings where the context admits : — Words importing the singular number only shall include the plural number ; and words importing the plural number only shall include the singular number. Words importing the masculine gender only shall include females and words importing persons shall include corporations. The word " month " shall mean calendar month. The expression " the debenture stock " shall mean the aggregate amount of the debenture stock issued pursuant to the above recited resolution and for the time being outstanding and unpaid. The expression " the debenture stock holders " and the " holders of the debenture stock " shall mean the persons who are for the time being the registered holders of the debenture stock. The expression " the Company " shall mean the above-mentioned Company. The expression " the trustees " shall mean the said trustees and the survivors and survivor of them and the executors or administrators of such survivor and also all other the trustees or trustee for the time being of these presents. The expression " the specifically mortgaged property " shall mean the property mentioned in the first schedule hereto and all other property which may from time to time arise from the exercise of any power in relation to such property or any property substituted for or added to it and all such substituted and added property. The expression " the mortgaged property " shall mean and include as well the specifically mortgaged property as the property and assets from time to time subject to the floating charge hereby created. 2. The Company hereby covenants with the trustees that it will when the debenture stock shall become payable as hereinafter provided repay to each of the debenture stock holders the amount of the debenture stock then registered in his name and that it will pay to each of the debenture stock holders interest in the meantime and until repayment on the amount of the debenture stock from time to time registered in his name at the rate of per cent, per annum. Such interest to be payable by two equal half-yearly payments on the day of and the day of in eacli year and the first payment of such interest to be made on the day of next. 3,. For the purpose of securing the debenture stock together with all interest costs and other moneys payable hereunder by the Company. (1) The Company as beneficial owner hereby grants unto the said trustees their heirs and assigns all the freehold lands tenements 588 Debentures and hereclitameiits specified in the first part of the first schedule hereto to hold the same unto and to the use of the said trustees their heirs and assigns. (2) The Company as beneficial owner hereby demises unto the said trustees their executors administrators and assigns all the lease- hold lands tenements and hereditaments specified in the second part of the first schedule hereto to hold the same unto the said trustees their executors administrators and assigns for all the respective residues now unexpired of the several terms of years granted by the several indentures of lease mentioned in the said part of the said schedule except the last day of each of the said terms. Provided Always and it is hereby declared that until the debenture stock and all interest and other moneys hereby secured have been paid the Company will stand possessed of the leasehold premises for all the respective residues now unexpired of the several terms of years granted by the said several inden- tures of lease upon trust for the trustees or as they shall direct and that the trustees shall have power at any time by writing under their hands to remove the Company or any other person from being such a trustee as aforesaid and shall be the persons to exercise the statutory power of appointing new trustees of the respective residues now unexpired of the several terms of j'ears and so that the said statutory power shall arise and be exercisable on any such removal and that on any exercise of the said power the trustees may appoint themselves or any other person to be such new trustees as aforesaid. (3) The Company as beneficial owner doth hereby covenant that the Company and all other necessary parties if any will forth^\ath at the cost of the Company- effectually surrender into the hands of the lords of the manor of which the same are respectively holden according to the customs thereof the copyhold lands tene- ments and hereditaments specified in the third part of the first schedule hereto to the use of the said trustees their heirs and assigns according to the customs of such respective manors and subject to a condition for making void the surrender corresponding wuth the proviso for redemption hereinafter contained and the Company doth hereb}- declare that until such surrender shall be made the Company will stand seised of the premises hereby covenanted to be surrendered in trust for the said trustees their heirs and assigns but subject to such right of redemption as would be subsisting therein if the same had been surrendered and doth hereby irrevocably appoint the trustees attorneys of it the Com- pany in its name and on its behalf to make such surrender as aforesaid and to execute and do all deeds documents acts and things which may be necessary in that behalf. (4) Tlie Company hereby charges by way of floating security in favour of the tnistees all its undertaking and assets whatsoever and where- soever other than the specifically mortgaged property but including its uncalled capital for the time being and so that. the Company Form of Debenture Stock Trust Deed 589 shall not have power to create any mortgage or charge ranking pari passu with or in priority to the charge hereby created. 4. The debenture stock will become payable on the happening of any one of the follomng events: — (1) If the Company shall make default in the payment of any interest hereby secured for a period of two months after the same becomes due. (2) If a receiver has been appointed of any part of the assets of the Company. (3) If any execution sequestration or other process of any Court or authority is sued out against any part of the assets of the Com- pany. (4) If any distress is levied upon any of the assets of the Company. (5) If any order shall be made for the winding-up of the Company, (6) If the Company shall enter into voluntary Uquidation. (7) If the Company shall cease to carry on business. (8) If the Company shall commit any breach of any covenant other than the covenant for payment of interest on its part herein contained. 5. The trustees shall permit the Company to retain possession and to receive the rents profits and income of the whole of the mortgaged property and to carry on its business thereon and to use and enjoy the same in the ordinary course of carrying on such business until the trustees shall enforce their security under the provisions hereinafter contained or until a receiver shall be appointed by a Court of competent jurisdiction on an apphcation made by the trustees or any one or more of the debenture stock holders. 6. At any time while the Company is carrying on its business under the provisions hereinbefore contained the trustees may with the consent and at the expense of the Company exercise all or any of the following powers : — (1) Power to sell exchange partition or lease or to concur in selling exchanging partitioning or leasing the specifically mortgaged property or any part thereof or any machinery or other fixture which is now or may hereafter be affixed thereto or any easement right or privilege of any kind over or in relation to the same and to give or receive any consideration for equality of exchange or partition. (2) Power to surrender or accept a surrender of or to concur in sur- rendering or accepting a surrender of any lease of or in any way affecting the whole or any part of the specifically mortgaged property and to give or receive any consideration in respect of the same and so that any such surrender may be in respect of the whole or any part of the property comprised in a lease and on a surrender of part only of the property comprised in a lease to apportion or agree to the apportionment of any rent and to make any arrangement which may be considered desirable. (3) Power to accept from the Company or any other person any pro- perty real or personal m lieu of or as a substituted becurity for the specifically mortgaged property or any part thereof on being 590 Debentures satisfied that the property to be substituted is at least equal in value to the specifically mortgaged property or the part thereof for wliich such property is to be substituted. (4) Power to accept any composition or any security real or personal for any debt or for any property real or personal claimed as or forming part of the specifically mortgaged property and to allow time for payment of any such debt and to compromise compound abandon submit to arbitration or otherwise settle any debt account or thing relating to the whole or any part of the speci- fically mortgaged property and to concur in doing any of the tilings aforesaid. (5) Power in the exercise of any of the powers aforesaid to release or concur in releasing the whole or any part of the specifically mortgaged property. 7. All moneys forming part of the specifically mortgaged property and being in the nature of capital moneys including any fine premium fore-gift or other payment of a similar nature whether arising from the exercise of any power conferred by the last preceding clause hereof or otherwise shall be paid to the trustees and they may either invest the same in any manner hereinafter authorized or if they shall see fit so to do they may with the consent of the Company while it is carrying on its business and afterwards at their discretion apply the same in any of the following ways that is to say : — (1) In discharging any incumbrance affecting the whole or any part of the specifically mortgaged property and having priority to the charge hereby created on such property. (2) In purchasing taking on lease or otherwise acquiring any property real or personal wliich the trustees may consider that it is neces- sary or desirable for the company to acquire. And so that any such property shall when acquired form part of the specifically mortgaged property. (3) In making any improvements on to or in connection with the specifically mortgaged property or any part thereof. 8. At any time after the debenture stock has become payable the trustees shall have the following powers : — (1) Power to enter into possession or into the receipt of the rents and profits of the mortgaged property or of any part thereof. (2) Power to sell and convert into money the mortgaged property or any part thereof. (3) Power to appoint a receiver of the mortgaged property or of any part thereof. Provided always that the trustees shall not be bound to exercise and shall not be liable for the non -exercise of any such power unless they have received a request in writing from the holders of at least half of the debenture stock requiring them to exercise such power. Provided further that if the debenture stock has become payable by reason of the Company's having made default in the payment of any interest hereby secured or by reason of the breach or non -performance of any covenant herein contained which is capable of being remedied then unless the trustees shall certify in writing that in their opinion the security FoKM OF Debentuke Stock Trust Deed 591 hereby constituted is likely to be prejudiced by delay they shall not exercise any power in tliis clause contained whether they have been requested by the debenture stock holders to do so or not unless they have served on the Company notice specifying the particular default or breach or non- performance complained of and requiring the Company to make good such default or to remedy such breach or non- performance and the Com- pany has made default for a period of two months after service of such notice in complying with the requirements of such notice. 9. At any time after the exercise of any power conferred by the last preceding clause hereof the trustees shall have the following powers : — (1) Power to carry on the business of the Company and in carrying on such business to do all acts and things and exercise all powers wliich the Company could have done or exercised while it was carrying on its business. (2) Power without any consent of the Company to do and exercise all acts things and powers which the trustees could have done with the consent of the Company while it was carrying on its business. (3) Power to borrow any money which may be required for the purpose of carrying on such business and to secure any money so borrowed by a mortgage or charge over the mortgaged property or any part thereof and so that any such mortgage or charge may rank either in priority to or pari passu with or after the charge hereby created. (4) Power to remove any receiver appointed under the power herein- before contained and to appoint another in his place and to fix the remuneration of any receiver appointed under any power herein contained and to delegate to any such receiver any of the powers and duties which are by virtue of these presents exercisable by the trustees. 10. (1) Any receiver appointed under any power hereinbefore con- tained shall subject to the payment of all debts having priority to any charge hereby created by virtue of sections 107 and 209 of the Companies (Consolidation) Act 1908 and to keeping down all annual sums and other payments and the interest on all principal sums having priority to the charge hereby created and to the payment of his own remuneration and of any costs charges and expenses incurred by him as such receiver pay over and transfer the money received by him to the trustees. (2) Any such receiver shall for all purposes be the agent of the Com- pany and the Company alone shall be responsible for his acts and defaults. 11. All. moneys received by the trustees after they have exercised or arising from the exercise of any power conferred on them by clause 8 hereof and all moneys in their hands at the date of exercising any such power shall subject to the payment of any prior incumbrance wliich may be payable thereout and of any debts having priority to the charge hereby created by virtue of the provisions of sections 107 and 209 of the Com- panies (Consohdation) Act 1908 or otherwise be appHed by them in making the following payments in the following order : — (1) In paying all costs charges and expenses and in satisfying every liability incurred by them in the execution of any of the trusts powers and provisions herein contained and all other moneys 592 Debentures except the debenture stock and the interest in respect of the same payable under these presents including any sums payable to themselves in respect of their own remuneration or otherwise. (2) In payment of all interest due in respect of the debenture stock. (3) In payment of the debenture stock. Provided always and it is hereby declared that if after making all payments having precedence as hereinbefore provided to the debenture stock and the interest payable thereon there shall not remain sufficient moneys to pay the debenture stock and interest in full then and in such case the loss in respect of the debenture stock or the interest as the case may bo shall be borne by the holders of the debenture stock rateably in proportion to their holdings. Provided further that in case of such moneys being insufficient or if it shall be doubtful whether they will be sufficient then and in either of such cases if the rights of no deben- ture stock holder will be thereby prejudiced the trustees may make any payment on account of the debenture stock or on account of the debenture stock and the interest due thereon without appropriating such payment either to the debenture stock or to the interest due thereon notwithstanding that all such interest maj' not have been paid and provided further that the trustees shall not be bound to immediately distribute any such moneys among the debenture stock holders if such moneys are insufficient to pay a dividend of one shilling in the pound on the debenture stock and interest then paj-able. 12. The trustees may at any time invest any moneys liable to be in- vested or in their hands hereunder in any of the following investments with power from time to time to vary such investments for others of a like nature that is to say — in any investments in which trustees are or from time to time may be authorized to invest trust moneys — and subject to and pending any application of such mone5S the trustees shall have power to place the same on deposit at any bank. 13. Any power hereinbefore conferred on the tnistees may be exercised in such manner and subject to such conditions respecting evidence of title or otherwise and subject to the reservation of such powers of varying or rescinding any contract or of doing any other act or thing as the trustees may in their absolute discretion approve. 14. Any lease granted under any power hereinbefore contained may be eitlicr for an}' term of j'ears or for a life or lives and either with or without a power of renewal and generally subject to such terms and conditions as the trustees may in their absolute discretion approve. 15. Where any contract is made in professed exercise of any power hereinbefore conferred the title of any purchaser or other person claiming under such contract shall not be impeachable on the ground that no case has arisen to authorize the exercise of such power or that the power was otherwise improperly or irregularly exercised nor shall any such pur- chaser or other person be bound or concerned to inquire whether any money hereby secured remains owing or whether the power is otherwise properly and regularly exercised. 16. The powei-s and providons of sections. 21 (1) (4) (5) (0) and (7) and 22 (1) of the Conveyancing Act 1881 as extended by section 4 of the Conveyancing Act 1911 shall apply upon any exercise of any power Form of Debenture Stock Trust Deed 593 hereinbefore conferred in the same way as if the person exercising such power were a mortgagee exercising the power of sale conferred by those Acts — and such powers and provisions are with the necessary alterations hereby incorporated. 17. The Company hereby covenants with the trustees : (1) To carry on its business in a proper manner. (2) To keep such books of account and such accounts and to make out such balance sheets and profit and loss accounts as are required by its existing articles of association and to forward to the trustees a copy of every balance sheet and profit and loss account and report laid or read before the Company in general meeting at least seven days before the general meeting of the Company at which such balance sheet or profit and loss account or report is laid or read before the Company in general meeting. (3) At all reasonable times to allow the trustees or any person authorized by them a right of access to the mortgaged property and to the books and accounts and vouchers of the Company and to give the trustees and any person authorized by them such informa- tion and explanation as they or he may require with reference to the premises. (4) To pay all debts and liabilities of the nature of the debts and liabihties mentioned in section 209 of the Companies (Con- solidation) Act 1908 and all debts and liabilities having priority over the charge hereby created as the same become due and not to create any mortgage or charge ranking pari pass-u with or in priority to the charge hereby created. (5) To pay to each of the trustees by way of remuneration a sum calculated at the rate of £ per annum and on demand to pay to each of the trustees all hotel travelling and other costs charges and expenses which may be incurred by him in the execution of the trusts powers and provisions of these presents, such remuneration and other payments to be payable notwith- standing the appointment of a receiver (whether by the trustees or the Coiu-t) or a judgment obtained in any action instituted by the trustees or any one or more of the debenture stock holders or any other person and a proportionat3 part of such remuneration to be paid on the day of and the day of in each year. (6) To cause a proper register to be kept of the names addresses and descriptions of and the debenture stock held by the holders of the debenture stock. (7) To insure and keep insured with some office approved by the trustees against loss or damage by fire all buildings eifecta and property of an insurable nature whether affixed to the freehold or not which form part of the specifically mortgaged property to the amount that would be required in case of total destruction to restore the property insured and to pay all premiums in respect of such insurance and on demand to produce to the trustees any poHcy of insurance effected in pursuance of this S.c.L. 38 594 Debentures covenant and the receipt for the last premium payable to the insurer ; and if the trustees so require to apply all moneys received on an insurance effected under this provision in making good all loss or damage in respect of which the money is received. (8) To repair and keep in good condition and in proper working order all buildings machinery and fixtures affixed to or forming part of the specifically mortgaged property and not to pull down or remove any such building machinery or fixture without the previous consent of the trustees which they are hereby authorized to give. (9) To pay to the trustees on demand all premiums paid by them under the provision on that behalf hereinafter contained and all other moneys payable to them or any one or more of them hereunder with interest at the rate of 5 per cent, per annum from the date of such demand till payment. (lU) To execute and do all deeds documents and things which the trustees may require for effectually vesting in the trustees any property wliich may hereafter form part of the specifically mortgaged property either for the whole estate of the Company therein or for such lesser estate as the trustees may consider desirable or for enabUng the trustees to carry out the trusts powers and provisions herein contained. 18. The trustees shall have at all times the following powers in addition to the powers by law conferred on trustees : — (1) Power if the Company shall fail to make or to keep up such insur- ance as aforesaid to insure and keep insured against loss or damage by fire all buildings effects and property of an insurable nature whether affixed to the freehold or not which form part of the specifically mortgaged property to the amount which would be required in the case of total destruction to restore the property destroyed and to apply and require the company to apply all moneys received under any insurance effected under these presents in making good all loss or damage in respect of which the money is received but so that without prejudice to any obligation to the contrary imposed by law the trustees may require all moneys received under any such insurance to be paid to them as part of the specifically mortgaged property. (2) Power in case of default by the Company to put in good repair and condition all buildings machinery and fixtures which the Company is bound to repair and keep in good repair and condition under its covenant in that behalf hereinbefore contained. (3) Power to act on any information whether conveyed by post cable telegraph or in any other way except only information by tele- phone. (4) Power instead of acting personally to employ and pay a solicitor or any other person to transact any business or do any act of whatever nature required to be done in the premises including the receipt and payment of money. Provided always that a trustee being a solicitor or other person engaged in any profession Form of Debenture Stock Trust Deed 595 or business may be so employed or act and shall be entitled to charge and be paid all professional or other charges for any business or act done by liim or his firm in connection with the trust including acts wliicli a trustee could have done personally. (5) Power to take and act upon any expert or professional advice. 19. The trustees shall not by reason of their entering into possession of the mortgaged property or of any part thereof be hable to account as mortgagees in possession or be liable for any loss on realization or for any default or omission for which a mortgagee in possession might be liable. 20. Each of the trustees shall be answerable only for losses arising from his own wilful defaults and not for involuntary acts nor for the acts or defaults of a co-trustee and in particular any trustee who shall pay over to a co-trustee or do any act or make any omission enabUng a co -trustee to receive any moneys shall not be obliged to see to the due application thereof nor be subsequently rendered liable by any express notice of the actual misapplication thereof. Nor shall any trustee be liable for any loss arising from the act or default of any solicitor or other agent employed by the trustees nor for the exercise or non-exercise of any power which the trustees are hereby authorized to exercise. 21. The statutory power of appointing new trustees of these presents shall be vested in the Company but a trustee so appointed must in the first place be approved by a resolution of the debenture stock holders passed in manner specified in the third schedule hereto. A Corporation or Compan}' may be appointed a trustee of these presents. 22. Any of the trusts powers and authorities hereby vested in the trustees may be exercised by a majority of the trustees at any time when the number of the trustees exceeds two. 23. If the Company shall on the day when the debenture stock becomes payable repay the debenture stock together with the interest and all other moneys payable by the Company hereunder the trustees shall at the request and cost of the Company release reconvey reassign surrender or otherwise assure the mortgaged property or such part thereof as shall not have been disposed of under the trusts powers and provisions herein contained to the Company or as it shall direct. 24. The Company shall not in relation to the specifically mortgaged property have the powers of leasing conferred on a mortgagor by section 18 of the Conveyancing Act 1881 or section 3 of the Conveyancing Act 1911. 25. The certificates for the debenture stock shall be under the seal of the company (r) and in the form set out in the second schedule hereto. 26. The provisions in the third schedule hereto shall be deemed to be incorporated in and to form part of these presents. 27. All notices may be given by the Company or the trustees to any debenture stock holder or in the case of any debenture stock registered in the names of several joint holders to the 'joint holders either personally or (r) Where an official quotation they would perhaps not insist on is desired the Stock Exchange it, where the form of certificate authorities like this provision as shows that it is to be under the seal to the seal to be inserted though of the company. 596 Debentures by sending the notice through the post in a prepaid letter addresised to such debenture stock holder or any one of such joint holders at his registered address or to such person -- address as he or in cases where any other person is entitled to the debenture stock of any debenture stock holder by reason of his death or bankruptcy as such other person may direct ; and any notice if served by post shall be deemed to have been served within twenty- four hours from the time when the letter containing the same was put into the post oflSce and in proving such service it shall be sufficient to prove ^hat such letter was properly addressed and put into the post office. In Witness etc. The First Schedule Hereinbefoee Referred to. Part I. [Here set out freehold property subject to specific charge.] Part II. [Here set out leasehold property subject to specific charge,] Part III. [Here set out copyhold property subject to specific charge.] The Second Schedule Hereinbefore Referred to. The Company Limited (s). (Registered under the Companies Acts 1908 to 1917.) Capital £ cUvided into shares of £ each. Issue of £ debenture stock bearing interest at the rate of per cent, per annum payable on the of and the of in each year made under the authority of Article of the Company's Articles of Association and of a resolution of the Board of Directors of the Company dated 19 No. Debenture Stock Certificate £ This is to Certify that of is the holder of £ of the above-mentioned Debenture stock (/) which is constituted and secured by a trust deed dated the. day of 19 and made between The (s) Where a quotation on the Exchange Rules, r. 150 (2), infra. Stock Exchange is desired certi- Appendix V. ficates of debenture stock ahotted (t) If such debenture stock is not to vendors in lieu of money pay- fully paid, insert here the words ments must be enfaced, " Issued " paid up to the extent of 50 per to vendors." This will have to be cent, and payable as to 25 per cent, on all certificates issued in exchange of the balance on the day of for certificates issued to vendors, 19 , and as to the re- until certificates to the vendors maining 25 per cent, on the become good delivery : see Stock day of 19 and." Form of Debenture Stock Certificate 597 Company Ltd, of the one part and of the other part and is issued subject to and with the benefit of the provisions of such trust deed and the conditions endorsed hereon. Given under the common seal of the company this day of 19 in the presence of © Directors. Secretary. Note. — The Company will not register any transfer of stock with- out the production of the certificate relating to such stock which certifi- cate must be surrendered before any deed of transfer whether for the whole or any portion of the stock to which it relates can be registered or a new certificate issued iji exchange. The conditions within referred to — 1. The holders of the debenture stock of this issue are entitled pari passu to the benefit of a charge created by and the debenture stock is issued subject to and with the benefit of the trusts powers provisions and conditions contained in the trust deed within referred to. 2. The Company may at any time after the 19 give to the registered holder of the stock referred to in this certificate six months' notice of its intention to pay off such debenture stock or any part thereof and on the expiration of such notice the debenture stock in respect of which such notice has been given will become payable. 3. The debenture stock will become payable on the happening of any of the following events : — [Here follow the terms of the clause in the trust deed dealing with the events which make the debenture stock payable.] 4. The Company will pay to the registered holder of the debenture stock referred to in this certificate interest on (m) such debenture stock at the rate and on the days specified on the face of this certificate. The first of such payments to be made on the day of 19 . 5. The Company shall pay the debenture stock referred to in this certificate and all interest when the same becomes payable at the regis- tered office of the Company but the Company may if it see fit so to do make any payment of any interest by cheque sent through the post to the registered address of the registered holder of such debenture stock or to such other person ^ address as he may direct in writing (x). In the case of several joint holders of debenture stock the holder whose name (u) In cases where the debenture behalf by the directors of the com- stock certificate is issiied before pany shall endorse a note of such payment in full the words " tlio payment on this certificate, amount for the time being paid up (x) Where the debenture stock on " should be inserted. In such is partly paid the following M'ords case a condition should be added may be added here. " All instal- that on each payment being made ment shall be paid at the registered the secretary of the company or office of the company," some person authorized in that 598 Debentures appears first in the register shall be deemed to be the person entitled to all interest. 6. The Company shall keep a register wherein they shall enter the names addresses and descriptions of the debenture stock holders and the amount of stock held by them respectively. The Company shall not be bound to enter in the register notice of any trust. 7. Each registered holder of any part of the debenture stock referred to in this certificate shall be entitled to a certificate under the common Beal of the Company specifj-ing the amount of such debenture stock. Provided always that if any part of such debenture stock is registered in the name of several persons jointly the Company shall not be Ixiund to issue more than one certificate in respect of such part and deUvery of a certificate to one of several joint holders shall be sufiicient deUvery to all. 8. If tliis certificate is defaced lost or destroyed it may be renewed on payment of such fee if anj' not exceeding one shilHng and on such terms if any as to eiidence and indemnity as the directors of the Company think fit (y). 9. The registered holder of the debenture stock referred to in this certificate shall be entitled to transfer such debenture stock or any part thereof by writing under liis hand. [The Companj' ma}- decline to register the transfer of any such debenture stock (2) if the transferor or any person through whom he cjaims otherwise than by transfer is indebted to the Company but save as aforesaid] (a) on any transfer being left at the regis- tered office of the Company together with a fee of 2s. 6d. and this certificate and such other evidence a« the directors may reasonabl}' require to show the right of the transferor to transfer the Company shall register such transfer. Provided always that such debenture stock shall onlj' be trans- ferable in amounts of £1 or multiples of £1 (b). On the registration of any transfer of the debenture stock referred to in this certificate the transferee thereof shall hold the same free from any equity existing between the Company and the transferor or any other person. 10. The registered holder or holders and the executors or adminis- trators of a deceased sole registered holder and the survivors or survivor of joint registered holders and the person entitled on the bankruptcy of a bankrupt registered holder of the debenture stock referred to in this certificate shall be the only persons recognized by the company as having any title to such debenture stock and anj' person who has become entitled (y) Where part of registered de- pai'tly paid when the certificates bonturo stock can be paid off, the are issued add here the words Stock Exchange authorities, if an " which is not fully paid or." official quotation is desired, require (a) The words in square brackets a fresh certificate to be issued on must be omitted or limited to partly each such payment, as experience paid stock, if an official quotation has shown a mere indorsement may is desired. lead to confusion ; this rule does (6) The Stock Exchange autho- not apply to bearer stock where rities prefer stock to be transferable stamping difficulties might arise in multiples of £1 where a quotation if it were enforced. is desired, but they do not insist (s) If the debenture stock is on this. Form of Debenture Stock Trust Deed 599 to such debenture stock in consequence of the death or bankruptcy of the person entitled thereto may on producing such evidence as the direc- tors may require cither transfer such debenture stock or himself be regis^ tered as the holder of such debenture stock, 11. Notices may be given in manner directed by the trust deed within referred to (c). The Third Schedule Hereinbefore Referred to. 1. The trustees or the Company may whenever they think fit and the trustees shall upon a requisition in writing signed by holders of at least one-tenth of the nominal amount of the debenture stock for the time being outstanding convene a meeting of the debenture stock holders. 2. Any such requisition must state the objects of the meeting and must be deposited at the registered office of the Company and notice of such deposit must be sent by the Company through the post by prepaid letter addressed to each of the trustees at his last known or usual place of address. Any such requisition may consist of several documents in like form each signed by one or more requisitionists. 3. If the trustees do not proceed to cause a meeting to be held witliin twenty-one days from the date of the requisition being so deposited the requisitionists or a majority of them in value may themselves convene the meeting but any meeting so convened shall be held within three months from the date of such deposit and shall be convened in the same manner as nearly as possible as that in which meetings are to be convened by the trustees. 4. Seven days' notice at the least specifying the place the day and the hour of the meeting and the general nature of the business shall be given to each debenture stock holder and also when the meeting is not summoned by the trustees to each trustee. Notice to any debenture stock holder shall be given in manner in which notices are required to be given by the above written trust deed and notice to any trustee shall be given by sending the same through the post addressed to such trustee at his last known or (c) If the stock certificate is the directors of the company may issued before the stock is fully paid forfeit such debenture stock, and then in addition to other clauses at the expiration of such period contained in the preceding notes such directors may declare such the following clause should be debenture stock to be forfeited, added, " The registered holder of and thereupon all rights to such the debenture stock comprised in debenture stock shall cease, but this certificate shall pay each in- the person who prior to such for- stalment payable in respect of feiture was the registered holder such debenture stock as the same thereof shall remain liable to pay becomes due, and if default is made to the company all instalments in any such payment the company which at the date of such forfeiture may at any time before such default were presently payable." If the is made good, give notice requiring debenture stock is forfeited, specitic him to make such payment within performance of the covenant to pay seven days from the date wlien such arrears will not be given : Kuala notice is given, and stating that Pahi Rubber Estate v. Mowbray if such payment is not then made (1914), HI L, T, 1073, 600 Debentures usual place of addresa but the accidental omission to give any such notice Bhall not invalidate the proceedings at any meeting. 5. No business shall be transacted at any meeting of debenture stock holders unless a quorum is present at the time when the meeting proceeds to business and if within half an hour from the time appointed for the meeting a quorum is not present the meeting shall be dissolved if convened on the requisition of debenture stock holders ; in any other case it shall subject to the provisions hereinafter contained as to an extraordinary resolution stand adjourned to the same day in the next week at the same time and place : and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the deben- ture stock holders present shall constitute a quorum. 6. Subject as hereinafter provided in the case of an extraordinary resolution a quomm shall consist of debenture stock holders representing in person or by proxy one-tenth in value of the debenture stock. 7. At each meeting the debenture stock holders present shall choose one of the trustees who is present and wilUng to act to preside as chair- man : but if there is no such trustee then they shall choose one of their own number to preside as chairman. 8. TuE chairman may with the consent of the meeting adjourn any meeting from time to time and from place to place but no business shall be trani-actcd at any adjourned meeting other than the business left un- finished at the meeting from which the adjournment took place. 9. At any meeting of the debenture stock holders a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by any one of the debenture stock holders and unless a poll is so demanded a declaration by the chairman that a resolution on a show of hands has been carried or carried by a particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 10. A POLL demanded on the election of a chairman or on a question of the adjournment of a meeting shall be taken forthwith. A poll de- manded on any other question shall be taken at such time as the chairman of the meeting directs, and the result of such poll shall be deemed to be the resolution of the meeting. 11. In the case of an equality of votes whether on a show of hands or at a poll the chairman shall be entitled to a casting vote in addition to the votes if any to which he is entitled. 12. The trustees shall cause minutes of all resolutions and proceedings of meetings of debenture stock holders to be duly entered in books to be from time to time provided for the purpose : and anj' such minute as aforesaid if purporting to be signed by the chairman of the meeting at which such resolutions were passed or proceedings had or by the chairman of the next succeeding meeting shall be receivable in evidence without any further proof : and until the contrar}' is proved ever}' meeting of debenture stock holders in respect of the proceedings of which minutes have been so made shall be deeiued to have been duh' held and convened and all resolutions passed thereat or proceecUngs had to have been duly passed and had, Form of Debenture Stock Trust Deed 601 13. The debenture stock hoklcrs may by extraordinary resolution exercise any of the following powers : — (1) Power to remove any trustee of these presents. (2) Power without any further sanction to bind the debenture stock holders by any compromise or arrangement which the court could sanction under section 120 of the Companies (ConsoUdation) Act 1908 if it had been agreed to by the statutory majority of the debenture stock holders. (3) Power to agree to any variation in the provisions of these presents or in the security hereby created and to release or modify any of the rights of the debenture stock holders and to discharge or exonerate the trustees from all Hability in respect of any breach of trust. 14. Any such extraordinary resolution shall without any further sanction be binding on all the debenture stock holders. 15. On a show of hands every debenture stock holder present shall have one vote and on a poll every debenture stock holder shall have one vote for every £1 of the debenture stock registered in his name. 16. If any debenture stock holder is an infant or a lunatic or of unsound mind he may vote by his guardian committee curator bonis or other legal curator. 17. If any debenture stock holder is a company or corporation any person authorized by resolution of its directors to act at any meeting shall be entitled to exercise the same powers on behalf of such company or corporation as if he were himself a debenture stock holder. 18. If any debenture stock is registered in the name of two or more persons jointly the debenture stock holder whose name appears first in the register of debenture stock holders and no other shall be entitled to vote in respect of the same. 19. On a poll votes may be given in person or by proxy but no person shall act as a proxy unless he is one of the trustees or is apart from any prox3' he holds entitled to be present and vote at the meeting at which he acts as proxy. 20. The instrument appointing a proxy shall be in writing under the hand of the appointor and shall be in the following form or as near thereto as circumstances will admit : — ■ The Company Limited. I of in the County of being the regis- tered holder of £ of the debenture stock of the above- mentioned Company hereby appoint of or failing him of as my proxy at the meeting of the debenture stock holders of the said Company to be held on the day of 19 and at any adjournment thereof. Dated the day of 19 Signed, 21. Every pruxy shall be deposited at the registered office of the Com- pany not les3 than two clear days before the day appointed for holding the 602 Debentures meeting or adjourned meeting at which the person named in such proxy proposes to vote and in default the proxy shall not be treated as valid. 22. The expression " extraordinary resolution " when used in this schedule means a resolution passed at a meeting of the debenture stock holders duly convened and held in accordance ^ith the provisions herein contained by a majority consisting of not less than three-fourths of the persons voting thereat upon a show of hands or if a poll be duly demanded then by a hke majority in value at the poll. The quorum of any such meeting shall be a clear majority in value of the whole of the debenture stock holders but so that where a meeting for the purpose of passing an extraordinary resolution is convened then and in such case if within one hour from the time appointed for the meeting holders of a clear majority in value of the debenture stock are not present so as to form a quorum the meeting shall stand adjourned for twenty-one days and shall accordingly be held on the corresponding day of the week and at the same time and place as that originally fixed by the notice convening the meeting and notice of such adjourned meeting shall be given in the manner provided by Clause 27 of the foregoing indenture and such notice shall state that those debenture stock holders who are present shall form a quorum and if at such adjourned meeting a quorum as above defined is not present then those debenture stock holders who are present shall be a quorum and may transact the business for which the meeting was originally convened and a resolution passed thereat by a majority consisting of not less than three-fourths of the persons voting thereat upon a show of hands or if a poll is duly demanded then by a majority consisting of not less than three- fourths in value of the votes given on such poll shall be considered as an extraordinary resolution witliin the meaning of this schedule (d). DEBENTURE TRUST DEED FOR SECURING REGISTERED DEBENTURES. This Indenture made the day of 19 , between Company Limited a company registered under the Companies Acts 1908 to 1917 and having its registered office at of the one part and of in the county of and of in the county of (hereinafter called the said trustees) of the other part. Whereas the company has by resolution of its directors passed in pursuance of powers in that behalf contained in its memorandum and articles of association resolved, to issue debentures for £ each in the form of the debenture set out in the second schedule hereto and to enter into these presents for the purpose of further securing the principal moneys and the interest. And Whereas the said trustees have agreed to act as trustees of these presents and to enter into these presents as trustees for the debenture holders. Now this Indenture Witnesseth and it IS Hereby Declared as follows (e) : — {d) Where an ofiScial quotation change Rules, on the Stock Exchange is required, (e) This deed is a variation of the the Stock Exchange authorities , deed for securing debenture stock allow this form in lieu of the one immediately preceding it, and the in the schedule to the Stock Ex- clauses are numbered the same. Form of Debenture Trust Deed 603 1. Follow Clause 1 of the debenture stock trust deed except that (1) for the definition of the expressions "the debenture stock " and "the debenture stock holders " will be substituted the following definitions. The expression " the debentures " shall mean the total number of the debentures issued pursuant to the above recited resolution and for the time being outstanding and unpaid. The expression " the debenture-holders " shall mean the persons who are for the time being the registered holders of the debentures, and (2) In the definition of the mortgaged property the words " subject to the floating charge by the debentures and these presents created " will be substituted for the words " subject to the floating charge hereby created " and add the following definition. " The expressions ' the principal moneys ' and ' the interest ' shall mean respec- tively the principal moneys and the interest from time to time by the debentures and these presents secured." 2. Substitute for Clause 2 of the debenture stock deed. The Company hereby covenants with the trustees that it will on the day of 19 or on such eariier day as the principal moneys shall become payable under any provision in the debentures or these presents contained repay to each of the debenture -holders the principal moneys secured by the debentures then registered in his name and also that it will in the meantime and until repayment pay to each of the debenture- holders interest on the principal moneys secured by the debentures from time to time registered in his name sucli interest to be payable at the rate at the times and in manner specified by the debentures, 3. For the first part of Clause 3 of the debenture stock deed ending at the words " by the company " substitute — " For the purpose of further securing the principal moneys and the interest and all costs and other moneys payable under the debentures or these presents by the company " then follow Clause 3 except that in sub-clause (2) for the words " the debenture stock and all interest and other moneys hereby secured " will be substituted the words " the principal moneys and the interest and all other moneys payable by the company under these presents or under the debentures." The floating charge will correspond with that conferred by the debenture but will be made in favour of the trustees, and the company will be forbidden to create charges ranking 'pari passu with or in priority to " any charge by these presents or by the debentures created." 4. Substitute for the words " the debenture stock shall become pay- able " the words " the principal moneys shall become payable." And for (1) "If the company shall make default in the payment of any of the interest for a period of two months after the same becomes due." Then follow the rest of the clause as set out on the debenture stock deed except that in (8) for the word " herein " the words " in these presents or the debentures " will be substituted. Tlie conditions in this clause should correspond with those in the debenture. 5. Follow Clause 5 of the debenture stock deed except that " the debenture -holders " will be substituted for " the debenture stock holders " at the end of the clause. 6 and 7. Same as in debenture stock deed. 604 Debentures 8. Same as in debenture stock deed, except that for the words " the holders of at least half of the debenture stock " will lae substituted the words " the holders of not less than half of the debentures " and for the words " the debenture stock has become payable " in the two places where they occur will be substituted the words " the principal moneys have become payable " and for the words " any interest hereby secured " the words " any of the interest " and for the expression " the debenture stock holders " the expression " the debsnture-holders " and for the words " hereby constituted " the words " by the^e presents or by the debentures created." 9 and 10. Same as in debenture stock deed except that in the place where the words " the charge hereby created " occur in 9 (3) (once) and 10 (1) (twice) substitute the words "any charge by these presents or by the debentures created." 11. For Clause 11 of the debenture stock deed substitute — " All moneys received by the trustees after they have exercised oi arising from the exercise of any power conferred on them by Clause 8 hereof, and all moneys in their hands at the date of exercising any such power shall subject to the payment of any prior incumbrance which may be payable thereout and of any debts having priority to any charge by these presents or by the debentures created by virtue of the provi- sions of sections 107 and 209 of the Companies (Consolidation) Act 1908 or otherwise be applied by them in making the following paj^ments in the following order, that is to say : — (1) In pajang all costs charges and expenses and in satisfying every liability incurred by them in the execution of any ot the trusts powers or provisions in the debentures or these presents contained and all other monej's except the principal moneys and the interest payable imder the debentures or these presents including any siims payable to themselves in respect of their own remuneration or otherwise and any remuneration or other payments paid or agreed to be paid to any receiver appointed by them. (2) In paying the interest to the debenture-holders pari passic in pro- portion to the interest due in respect of the debentures registered in their respective names. (3) In paying the principal moneys to the debenture-holders pari passu in proportion to the debentures registered in thek respective names. Provided always that in case the trustees shall be of opinion that the mortgaged property will or may be insuflScient after making such prior payments thereout as aforesaid to pay the principal moneys and the interest in full then if no debenture-holder will be thereby prejudiced the trustees may make an}^ payment on account of the principal moneys or on account of the principal moneys and the interest withoiit appro- priating such pajTuent to the principal moneys or the interest notwith- standing that the interest may not have been paid and provided also that the tmstees shall not be bound to immediately distribute any moneys in their hands among the debenture-holders if such moneys are insufficient to pay a dividend o£ 5 per cent, on the principal monej's and the interest then payable but they may in their discretion either distribute such moneys or place the same on deposit at any bank or invest the same W any investment hereinafter autlionzed. Form of Debenture Trust Deed 605 12, 13, 14, 15, 16. Same as in debenture stock deed except that the words " or by the debentures " should bo added between the words " hereby " and " secured " towards the end of 15. 17. Same as in trust deed except that for the words " the charge hereby created " occurring twice in (4) substitute the words " any charge created by the debentures or these presents " and in (5) the words "debenture-holders" will be substituted for the words "debenture stock holders " and in (6) for the words " debenture stock " substitute the word " debentures " and for the words " the holders of the debenture stock " the words " the debenture-holders." 18, 19, 20, 21, 22. Same as in the debenture stock deed, except that in Clause 21 the words " the debenture-holders " will be substituted for the words " the debenture stock holders." 23. For Clause 23 of the debenture stock deed substitute — If on the day when the principal moneys become payable the company shall pay the principal moneys and the interest and all other moneys payable by the company under these presents or the debentures the trustees shall at the request and cost of the company reconvey re-assign surrender or otherwise assure the mortgaged property or such part thereof as shall not have been disposed of under the trusts powers and provisions herein contained to the company or as it shall direct. 24. Same as in debenture stock deed. 25. Substitute for Clause 25 of the debenture stock deed. "The deben- tures shall be in the form of the debenture set out in the second schedule hereto and shall be under the seal of the company." 26. Same as Clause 26 of the debenture stock deed. 27. Same as Clause 27 of the debenture stock deed except that the words " debenture stock holder " (occurring three times) the words " de- benture-holder " will be substituted and for the words " debenture stock '* (occurring twice) the word " debenture." FiEST Schedule. Same as debenture stock schedule. Second Schedule. Set out a form of debenture vide supra pp. 581 et f^eq., following con- ditions in the deed as to the date of payment of principal moneys. Third Schedule. 1. Same as debenture stock deed except that for the words " of the nominal amount of the debenture stock for the time being outstanding " substitute the words " of the debentures " and for the words " debenture stock holders " substitute the words " debenture-holders." 2 and 3. Same as in debenture stock deed. 4. Same as in debenture stock deed except that for the words " deben- ture stock holder" (occurring twice) substitute the words "debenture holder." 5. Same as in debenture stock deed except that for " debenture stock holders " (occurring three times) substitute " debenture-holders." 606 Debentures 6, 7 and 8. Same as in debenture stock deed — except that for the words " debenture stock holders " (occurring once in 6 and once in 7) sub- stitute the words " debenture-holders " and for the words " debenture stock " iu 6 substitute the word " debentures." 9. Same as in debenture stock deed except that for the words " de- benture-stock holders " (occurring twice) substitute the words " deben- ture-holders." 10 and 11. Same as in debenture stock deed. 12. Same as in debenture stock deed except that for the words " de- benture stock holders " (occurring twice) substitute the words " debenture- holders." 13 and 14. Same as in debenture stock deed except that for the words " debenture stock holders " (occurring four times in 13 and once in Clause 14) substitute the words " debenture-holders " and in Clause 13 (3) after the word " provisions " insert the words " of the debentures or " and after the word " security " the words " by the debentures or." 15, Same as in debenture stock deed except that for the words "deben- ture stock holder " (occurring twice) substitute the words " debenture- holder " and for the words " £1 of the debenture stock " substitute the word " debenture." 16, 17, 18, 19, 21, 22. Same as in debenture stock deed except that the word " stock " wherever it occurs after the word " debenture " is omitted. (It occurs five times in Clause 22 three times in Clause 18 twice in Clause 17 and once in Clause 16.) 20. In the form of proxy substitute for " £ of the debenture stock " " of the debentures " and strike out the word " stock " where it occurs later in the form. Trust Deei> to secure Debenture Stock to Bearer. Where the debenture stock is payable to bearer and there is an option to register given to the bearer the debenture stock trust deed above given can be made to apply with the following varia- tions. Where there is no option to register the stock this form can be readily adapted. 1. Insert in the definition of the debenture stock holders at the end of the words " and the bearers of certificates relating to such part of the debenture stock as is not registered " and in the same definition substitute for the words " the debenture stock " the words " such part of the deben- ture stock as is registered." 2. Substitute for Clause 2. " The Company hereby covenants that it will when the debenture stock shall become payable as hereinafter pro- vided pay to each debenture stock holder the amoimt of the debenture stock which is then registered in his name and in the case of debenture stock wliich is not registered the amount of the debenture stock mentioned in any certificate of wluch he is the bearer and that it will in the mean- time and until repayment pay interest on the debenture stock in accordance with the terms of the coupons annexed to the debenture stock certificates." 17, Omit (6) where there is no power to register. Where there is a power to register substitute for the words " the Form oi' - ebentitre Stock OERtiFiCATE to Bearer 607 debenture stock" at the end of the sub-clause the words "of such part of the debenture stock as is registered." 25. Add where there is a power to register at the end " but so that the words the registered holder of the debenture stock comprised in this certificate " be inserted in certificates relating to registered stock in lieu of the words " the bearer of this certificate," and that each of such certificates bear a footnote that no transfer of any portion of the holding can be registered without the production of such certificate. 27. Add after the words "the trustees " " to any holders of any part of the debenture stock which is not registered by advertisement in the Times and one other London morning paper and to any holder of any part of the debenture stock which is registered or in the case of any such debenture stock which is registered in the name of several joint holders " and omit the words " to any debenture stock holder or in the case of any debenture stock registered in the names of several joint holders " and continue as in the debenture stock trust deed except that after the words " entitled to the debenture stock " add the words " registered in the name." Where there is no option of registering the following clause will be substituted for Clause 27 in the debenture stock deed. All notices may be served by the Company or the trustees upon the debenture stock holders by advertisement in the Times and one other London morning paper and every such notice shall be deemed to have been served on the day in which it appears in such pai^crs. FORM OF DEBENTURE STOCK CERTIFICATE. To BE Substituted for the Foem in the Second Schedule to the Debenture Stock Deed. The Company Limited. (Incorporated under the Companies Acts 1908 to 1917.) Capital £ divided into shares of £1 each. Issue of £ debenture stock bearing interest at the rate of per cent, per annum authorized by Article of the Com- pany's Articles of Association and a resolution of its Directors dated 19 Interest payable on the and the in each year in accordance with the coupons annexed hereto and the conditions en- dorsed hereon. No. Debenture Stock £ This is to certify that of or other the bearer of this certificate is the holder of £ of the above-mentioned debenture stock which is constituted and secured by a trust deed dated and made between of the one part and of the other part and is issued subject to and with the benefit of the provisions of such trust deed and the conditions endorsed hereon. Given under the Common Seal of the Company this day of 19 (^M > Directors. Secretary, 008 Debentures the conditions within referred to. 1. The holders of the debenture stock of this issue are entitled par passu to the benefit of the charge created by and the debenture stock is issued subject to and with the benefit of the trusts powers and provisions and conditions contained in the trust deed within referred to. 2. The Company may at any time after the 19 give to the holder of this certificate six months' notice of its in- tention to pay off the whole or any part of the debenture stock in this certificate referred to and the debenture stock referred to in such notice will become payable on the expiration of such notice. 3. The debenture stock of this issue will become payable on the happening of any of the following events that is to say [here follow the terms of the clause in the trust deed dealing with the events which make the debenture stock payable]. 4. The Company shall keep at its registered office a register (herein- after called the register) of the holders of debenture stock of this issue (hereinafter called the debenture stock) who desire to have their debenture stock registered and shall enter therein the names addresses and descrip- tions of such holders and the amount of debenture stock held by them. The Company shall on any certificate relating to any part of the debenture stock which is not registered being delivered to it at its registered office together with all outstanding coupons and on payment of a fee of 2s. 6d. and the amount if any of the stamp duty payable at the request of the bearer of such certificate register the debenture stock therein described, or any part thereof but so that no amount of stock not being £1 or a multiple of £1 shall be registered. 5. The Company shall not be bound to enter anj^ notice of any trust express impUed or constructive in the register. Provided always that the legal personal representatives of a deceased sole registered holder and any person becoming entitled to any of the debenture stock which is registered by reason of the bankruptcy of any registered holder shall upon producing such evidence as the directors of the company may from time to time require have the same rights and powers as are hereby conferred on a registered holder of the debenture stock. 6. When the debenture stock referred to in this certificate is registered every request to cancel the registration of or to transfer such debenture stock or anj^ part thereof shall be in writing under the hand of the registered holder thereof. Upon such request or transfer being left at the registered office of the Company together with a fee of 2s. 6(1. and the certificate relating to such debenture stock and all outstanding coupons and such other evidence as the directors may reasonably require to show the right of the person making such request or transfer to make the same the registration of such of the debenture stock as is referred to in such request shall be cancelled or as the case may be the transfer shall be registered provided alwaj^s that no such request or transfer shall relate to anj' amount of such debenture stock not being £1 or a multiple of £1 and that on a request to cancel registration the amount of any stamp duty payable shall be paid to the company. 7. Wlien the del^enture stock refeiTed to in this certificate is registered Form of Debenture Stock Certificate to Bearer 609 in tlio names of joint holders the survivors or survivor of them shall be deemed to be the registered holder thereof and any sole survivor the sole registered holder, 8. Each holder of any part of the debenture stock of this issue shall on payment of a fee of Is. for each certificate be entitled to one certificate for the part of such debenture stock which is payable to bearer and held by him -^ to one certificate for the part of such debenture stock wliich is registered in his name. Every such certificate shall be under the common seal of the company and shall state whether the debenture stock therein referred to is payable to the bearer of such certificate or the registered holder of the stock therein comprised and shall have coupons attached thereto for the interest payable on the stock therein comprised for a period of five years from the date of such certificate. Provided that in the case of any such debenture stock being held jointly by several persons the company shall not be bound to issue more than one such certificate for each class of stock held by them and delivery of any such cei'tificate to any one of them shall be suflBcient delivery to all. 9. If this debenture stock certificate or any coupon attached hereto is defaced lost or destroyed it may be renewed on payment of a fee not exceeding Is. for each such certificate and each such coupon, and on sucli terms if any as to evidence and indemnity as the directors of the Company think fit. 10. The certificates for any part of the debenture stock which is unregistered shall for all purposes be deemed to be negotiable instru- ments and all the debenture stock referred to in this certificate which is registered and all interest thereon shall be paid by the company to the registered holder thereof without regard to any equity existing between the company and any prior holder thereof. 11. Any person becoming entitled to any of the debenture stock referred to in this certificate by reason of the death or bankruptcy of a registered holder shall upon such evidence being produced as the directors of the company may from time to time require be entitled to be registered as the holder of such debenture stock or of any part thereof but such registration shall not prejudice any right the company would but for such registration have had against the deceased or bankrupt registered holder. 12. The debenture stock referred to in this certificate and all interest thereon will when the same becomes payable be paid at the registered office of the company. On the payment of the debenture stock the cer- tificate and all outstanding coupons and on payment of any interest the coupons relating thereto must be surrendered to the company. Such interest will be payable on the dates and in accordance with tlie terms specified in the coupons annexed hereto and when such coupons are ex- hausted the company will if necessary issue fresh coupons for the payment of future interest. 13. Notices may be given in manner directed by the trust deed within mentioned. s.c.L. 39 CIO Debentures FORM OF COUPON TO BE ATTACHED TO ABOVE DEBENTURE STOCK CERTIFICATE (/ ). , The Company Limited. Issue of per cent. Debenture stock for £ attached to Debenture Stock Certificate No. for £ Coupon No £ . On the day of 19 unless the debenture stock above referred to shall be sooner paid off and on the surrender of this coupon the Company Limited will pay to the bearer hereof at No. or other the registered office of the said company the sum of £ being six months' interest less income tax for the debenture stock to which the above debenture stock certificate relates. By order of the Board A.B. Secretary. VARIATIONS OF THE THIRD SCHEDULE OF DEBENTURE STOCK DEED WHERE THE STOCK IS PAYABLE TO BEARER. At the beginning insert this clause — The bearer of a debenture stock certificate relating to debenture stock which is not registered must deposit such certificate at the registered office of the Company with any proxy deposited by liim and at least two days before signing any requisition or exercising any of the other powers hereby conferred on him in relation to meetings and he shall only be entitled to exercise such powers on producing a certificate that such deposit has been made (hereinafter called a certificate of deposit). A certificate of deposit shall be given by the Company in every case where such deposit as is herein provided for has been made and shall state the name of the person on whose behalf such deposit has been made and the amount of the debenture stock comprised in the certificate deposited by him. The Company shall retain every debenture stock certificate which has been deposited until the certificate of deposit in relation thereto is surrendered unless the directors of the company are satisfied that such certificate of deposit has been lost or destroyed. Any person acting as a proxy for any other person who has obtained a certificate of deposit must produce such certificate of deposit at every meeting where he so acts. Add at the end of Clause 15, " or in respect of which he has received a certificate of deposit." Clause 20. Before the word " holder " omit the word " registered." The variations in the case of a trust deed for securing debentures are similar, a debenture to bearer being, of course, set out in the Second Schedule, and the necessary alterations being made. (/) This form maybe used where not desired the form under deben- it is desired that the coupon shall turesto bearer supra, ^. 586, should be negotiable by itself and apart be adapted, from the debenture ; where this is Various Forms 6U other forms for debenture or debenture stock trust deeds or debentures or debenture stock certificates. Letters Patent Assignment in Tetjst Deed. (See 7 Ed. 7, c. 29, s. 28 (4) as to filing in the Patent Office.) The Company as beneficial owner doth hereby assign and transfer unto the said trustees their executors administrators and assigns all that the letters patents specified in the part of the First Schedule hereto and the full and exclusive benefit thereof and any and every improvement extension or renewal thereof and the right to apply for and take out further patents in relation thereto and all rights powers and benefits to the said invention letters patent and premises belonging To Hold the same unto the said trustees their executors administrators and assigns for all the residue of the respective terms for which the same were granted and any further or other term which may be granted in respect of the same patents or any patents for improvements thereto, add (1) Power for trustees to grant Ucences with the consent of the com- pany while it is carrying on its business. (2) A covenant by the company to pay all fees and royalties now or hereafter payable in respect of said patents and any patents for improve- ments thereto. (3) Power to trustees to make such payments on default by the company and that any payments so made are to be repaid with interest by the com- pany and until repayment to be a charge. Public Houses. Where part of the security is a public-house or public-houses, there should be a covenant by the company in the following form : — The Company hereby covenants to conduct its business in a proper manner and at all times to apply for and do all things necessary for obtaining the renewal of every licence enjoyed by it and not to do or omit or suffer anything to be done or omitted on any licensed property which will en- danger the licences thereof and to insure all licences in their full value to the satisfaction of the trustees and to apply and treat all money received in respect of any such insurance or by way of compensation for the non- renewal of any licence as part of the specifically mortgaged property. Eegistered Land and Foreign Land. Where the property dealt with is registered land, there should be a statutory charge on the register in addition to the trust deed. This will not require any stamp (g) where the trust deed is already executed. There will also be a covenant to execute and deliver to the trustees for registration instruments of charge in an approved form. Where foreign land is comprised in the security there should be a covenant by the company (gr) Land Transfer Rules, 1903, r. 123. 612 Debentures " To forthwith execute and do all documents and things for perfecting the title of the trustees to the property and to furnish the trustees with proper evidence of such documents and things having been executed and done as soon as the same have been executed or done." Ships. If a sliip is comprised in the mortgage, such sliip should first be mortgaged and the mortgage registered under the Merchant Shipping Act, 1894 {h). Mortgages of ships are exempted from stamp duties under the Schedule to the Stamp Act, 1891 ; but a debenture purporting to charge ships will have to be stamped, where the real charge is con- tained in another document (i). Guarantee. Not infrequently some guarantee or other company or person agrees to insure debenture stock or moneys secured by debentures. The Statute of Frauds requires that a promise to answer for the debt of another must be in writing, and this applies where the person giving such promise is a director or shareholder (!•), or debenture- holder (/) of the company whose debts he promises to pay. The insurance companies who do this business usually have their own forms ; but the following form may be useful for insertion in a trust deed, the surety being made a party, and it can readily be adapted so as to be indorsed on a debenture in cases where there is no trust deed. 1. The Company Limited (herein called the suretiss) hereby covenants with the trustees that — (1) If the Company (»i) shall make default in the payment of any interest under these presents for a period of one month then the sureties shall pay such interest to the holders of the debenture stock or such of them as are entitled thereto within one month after the trustees shall have served notice on the sureties demanding payment thereof and (2) If the Company shall make default in the payment of the debenture stock when the same becomes payable under the provisions of these pre- sents then the sureties shall pay such debenture stock to the debenture stock holders within throe months after the trustees shall have served notice on the sureties demanding payment thereof. (h) S. 31 et acq., and as to the (h) Harhunj IndiarubberCovihCo. effect of non-registration, see v. Martin, [1902] 1 K. B. 778. Barclau and Co. v. Poole, [1907] 2 (I) Davys v. Buswell, [1913] 2 Ch. 284. See also the British Ships K. B. 47. (Transfer Restriction) Acts, 1915 (/«) The company means the and 191(5. company issuing the debenture (i) Deddington Steamship Co. v. stock as, it is assumed, there would Cotnmissioyiers of Inland Revenue, be a definition to this effect. [1911] 2 K. B. 1001. Various Forms 613 2. It is hereby agreed that as between the Company (n) and the sureties tlie sureties shall be sureties only, but that as between the sureties and the trustees and the debenture stock holders the sureties shall be principal debtors so that the sureties shall not be released by time being given or by any other act or thing which would release them if they were only liable hereunder as sureties (o). The deed will also contain a covenant by the company to pay a premiuna on tlie amount guaranteed to the sureties. (The proviso for redemption at the end of the deed will be made subject to the rights of the sureties (p).) There will also be a provision for serving notices on the sureties. If the guaranteeing company reinsures, the risk the reinsurer will usually take will be default by the principal debtor, and not merely a liability to make good any insufficiency in the security ; but, even if the latter be the true risk, the reinsurer will not be released by any alteration which was in the contemplation of the parties at the date of the contract of reinsurance, and so where the original guarantors were also trustees with very wide discretion as to realization, the fact that they had gone into liquidation and were realizing under a scheme of arrangement sanctioned by the Court was, on the facts of the case, insufficient to release the reinsurers (q). A company which has reinsured -can sue the reinsuring company before the reinsured risk has been paid(r), and, except in cases where the reinsuring company is interested in the way in which the moneys he pays are applied (s), the company which has reinsured will not hold such moneys for its creditor under its contract of insurance (t). The reinsuring company will be liable for the full sum reinsured (n) The company moans the company, instead of paying under company issuing tho debenture the original arrangement paid on stock as, it is assumed, there would tho footing of tho new arrangement. be a definition to this effect. On such an arrangement being made (o) Sometimes the demand must it is the duty of the surety to pay be made within a specified time, on the footing of the old arrango- and the sureties are only liable to mont at once, and it is therefore pay principal moneys after tho usually the surety who is interested realization of the security and tho in tho new scheme : Dane v. Mort- distribution of the proceeds. gage Insurance Co., [1894] 1 Q. 13. {p) A scheme of arrangement 54 ; Finlay v. Mexican Investment under s. 120 of the Companies Co., [1897] 1 Q. B. 517. (Consolidation) Act, 1908, as it [q) Law Guarantee Trust and takes effect by operation of law Accident Society v. Municli Rein- does not affect tho liability of a surance Corporation, [1912] 1 Ch. surety : London Chartered Bank of 138. Australia, [1893] 2 Cli. 540 ; Re (r) Liver jwol Mortgage Insurance Fitzgeorge, [1905] 1 K. B. 402 ; Re Co.'s Case, [1914] 2 Ch. 017. Jacobs (1875), 10 Ch. 211; see, (s) Cp. Re Richardson, [191 J] 2 however, Mortgage Insurance Co. v. K. B. 705. Pound (189G), 05 L. J. (q. b.) 129, {t) Godson's Claim, [1915] 1 Ch. which depended on the fact that the 340 614 Debentures even where siicli creditor has accepted something less than his full claim in full satisfaction of his claim, if such lesser sum has been accepted because of the insolvency of the company which has re- insured (u). If on the other hand the debt due by the company, which has reinsured, is released either wholly or partly, then the reinsuring company will only be liable to the extent of what remains of such debt (x). Principal Moneys repayable with Premium. In some cases the principal sum is repayable with a bonus, such bonus to be payable in any event together vnih the principal sum. In such cases, unlike the cases where the company is given an option to redeem, and has to pay a bonus as the price of such redemp- tion (?/), the debenture or debenture stock deed will have an ad valorem stamp, calculated not only on the money lent, but also on the bonus (2). This appears to apply in cases where there is no absolute covenant to pay on a given date, if, when principal moneys become payable, even against the will of the company, e.g. by a winding-up order, the premium is payable. A condition that a proportion of the profits of the company shall be paid to the debenture-holder until the premium has been thereby paid will be bad as being a clog on the equity of redemption (a). The debenture stock deed would, where a premium is payable in any event, be varied by inserting in the first recital after the words "payment of the same" and in clause 2 after the words " the amount of the debenture stock then registered in his name," the words " together with a premium of £5 per cent, thereon." Clause 3, by inserting the word " premiums " before the word " interest " at the beginning. Clause 11 (1) and (3) by adding the words " and the premiums thereon " after the words " debenture stock," and the words " and premiums " after the words " debenture stock " wherever these words occur before the words " and the interest " in the provisos to the clause and clause 23 by inserting the words " all premiums and " before the words " interest thereon at the rate aforesaid." In the conditions endorsed at the back of the debenture stock certificate (schedule 2) condition 2 add at the end " together with a premium of £5 per cent, thereon," and add the same words in clause 3 after the words " The debenture stock will become payable." (m) Liverpool Mortgage Insurance Revenue, [1900] 1 Q. B. 217. Co.'s Case, [1914] 2 Ch. G17. {z) Rowell v. Inland Revenue, (x) British Do?ninions General [1897] 2 Q. B. 194. Insurance Co. v. Duder, [1915] 2 (a) Rainboiv Syndicate, [1916] K. B. 394. W. N. 178. {y) Knight's Deep v. Inland Various Forms 615 Condition 5 between the words " and all " and the word " interest " on the first line insert the words " premiums and." Similarly the registered debenture above given would be varied by striking out of clause 1 the words " the sum of £ " and substitutmg the words " the sum of £ being the principal moneys hereby secured together with a premium of £ ." The interest payable under clause 2 would be payable on the principal moneys only. Condition 6 of the endorsed conditions would be varied by inserting the word " premiums " after the words " principal moneys," and the same remark applies to condition 8. Similar alterations will be made in debenture trust deeds, etc. Where the redemption is optional, the variations will be the same, except that in clause 2 of the trust deed and clause 1 of the debenture, the variation will be " and any premium which may be payable as hereinafter provided." Clause 4 of the debenture stock deed will be split into two by inserting a new clause in the following form : — " The Company may at any time [after the day of 19 ] give to the debenture stock hoklers six months' notice of its intention to pay off the debenture stock and the debenture stock shall become payable with a premium at the rate of £ per cent, on the expiration of such notice;" and by commencing the secondof the two clauses into which clause 4 is to be split as follows : " The debenture stock will be payable on the happening of any one of the following events " and will continue as in clause 4 except that at the end will be added the following words : "Pro- vided always that such debenture stock shall be payable with a premium at the rate of £ per cent, if the company shall go into voluntary liquidation for the purpose of amalgamation or reconstruction (6). Con- dition 9 of the debenture will be varied by inserting a new condition enabUng the company to pay off the debentures at £ on giving notice " and by inserting at the end the following words : " Provided always that the principal moneys shall be payable with a premium at the rate of £5 per cent, if the company shall go into voluntary liquidation for the purpose of amalgamation or reconstniction." Condition 2 of the debenture stock certificate would be split up and varied so as to make it accord with clause 4 of the trust deed. Power to Company to redeem Debentures to be ascertained BY Drawings. Not infrequently there are clauses requiring or enabling the com- pany to redeem a certain number of the debentures of a series, the particular debentures to be redeemed are in such case usually (6) The Stock Exchange autho- its dobGnttires, etc., at par at any titles require this proviso where a time then the proviso may be so quotation is desired, but if the com- drawn as not to apply at such time, pany is given a power to redeem 616 Debentures a,scertained by drawings, and sometimes provisions for a sinking fund are added. Even when the particular debentures drawn are to be repaid at a premium, and the other debentures are to be paid off at par, it is not thought that the scheme is bad as infringing the Lottery Acts (c). The premium would appear rather the price which the company pays to the debenture-holder for any incon- venience he may sufier by their drawing the debenture than a prize given to such debenture-holder. The following forms may be used for the purpose : — 1. The Company may redeem debentures of this issue in the 5'ear [or on the day of ] and in each subsequent year it may redeem a like number of such debentures and also a number of such debentures equal to the number wliich it could have redeemed under this condition in any previous year or years but did not then redeem. Each debenture redeemed under this condition shall be redeemed at £ (r/). All debentures redeemed hereunder shall be redeemed on one of the half-3-early days hereby fixed for payment of interest. 2. Whenever any such redemption is to be made the Company shall give notice by advertisement in one London daily morning paper stating the number of debentures to be redeemed, the date and time when the drawing is to be held under the provisions hereinafter contained, and the date for redemption. Such notice shall appear not less than fourteen days before tlie day fixed for holding any drawing. 3. The particular debentures to be redeemed in each year shall be determined by drawings and all such drawings shall be held at the regis- tered office of the Company in the presence of a notary pubUc and any holder of an undrawn debenture of this issue may on producing such deben- ture attend. Every drawing shall be held at least one calendar month before the date of redemption of the debentures then drawn and imme- diately after any drawing has taken place notice will be given in a London daily morning paper of the numbers of the debentures drawn for redemption. 4. A debenture may at any time after it has been drawn for redemption be deposited [with all outstanding coupons] (e) for examination at the registered office of the Company and the Company shall on the date fixed for redemption or on the expiration of seven daj^s after the date of such deposit whichever shall last happen pay to the holder of such debenture on demand the principal monej's thereby secured and all arrears of interest and from the date fixed for the redemption of any debenture all interest in respect of such debenture shall cease except that in the event of the (c) See supra, p. 552. day of and the day of (d) Where redemption is to be in each succeeding j'ear compi5lsory, substitute for this until the day of 19 clause the following, " The company when all the debentixres of this shall redeem debentures of this issue then outstanding shall be re- issue at £ each on the deemed at par." day of 19 and a like (e) Omit the words in brackets number at a like price on the where there are no coupons. Various Forms 017 company failing to make such payments as aforesaid interest shall con- tinue from the date of such default until the time of actual payment (/). 5. Where the Company has redeemed or acquired any debentures of this issue it shall not have power to keep such debentures alive nor shall it have power to reissue such debentures either by reissuing tlie same or by issuing other debentures in their place ((/). Sinking Fund Condition. (1) The Company shall in each year [after the year 19 ] set aside [out of the profits made by it in such year] a sum of £ [and if in any year the profits shall not be sufficient then the difference between the amount actually set aside in such year and the said sum of £ shall be made good out of the profits of succeeding years] such sum and also any sums set aside and invested under this provision in previous years shall be applied in purcliasing any debentures at any price not exceeding £ each at which the Company may be able to acquire them and in paying off any debentures which the company may at any time be able to redeem under the provisions hereof. Any monej's which at any time cannot be so applied as aforesaid may pending such aiiplication be invested by the Company in the names or under the legal control of the trustees in any in- vestment in which trustees may by law be entitled to invest or may be left on deposit at any bank — and the company shall until the principal moneys hereby secured become payable be entitled to receive the income from and from time to time to vary any such investment for others of a like nature {//.). (2) The Company shall not be entitled to reissue any of the debentures which it has purchased or redeemed under this clause. Power to Appoint a Receivkr (/). The holder or holders of not less than two-thirds of the debentures of this issue shall have power at any time after the principal moneys herel)y (/ ) As to paj'ment of interest, invested will be treated as part of see Gordillo v. Weguelin (1877), 5 the spocifically mortgaged property ; C. D. 287. see National Trust Co. v. Wliicher, (g) This clause is put in to meet [1912] A. C. 377. From which it s. 104 of the Companies (Consolida- would appear that where debentures tion) Act, 1908; it is probably un- are to be redeemed by tender, regard necessary where the company is must be had in most cases to the bound to redeem, for there is " an number offered as well as to the obligation on the company so to price asked; and so it will bo un- do," i.e. to redeem " not being an necessary to accept a tender which obligation enforceable only by the will interfere with the purcliaso of person to whom the redeemed a larger number of bonds, even debentures were issued or his though such latter tender is at a assigns," but it is usually desirable slightly lower price, to have such a clause where there (i) The wisdom of having such are provisions for drawings, and a power as this is somewhat doubt- often in other cases. ful. It sometimes deters the Court {Ji Where there is a trust deed from appointing a receiver, though this covenant should be in such it is difhcult for the Court to allow deed, and the money may be paid such a receiver to continue aft(>r to the trustees, and the moneys judgment in a debenture-holder's 618 Debentures secured become payable by writing under his or their hand or hands to appoint a receiver and to remove any such receiver and to appoint another in his place and to fix the remuneration of any such receiver provided always that any such receiver shall be the agent of the Company and the company alone shall be responsible for his acts and defaults. A receiver appointed under the foregoing power shall have the following additional powers, (1) Power to take possession of all or any part of the property and assets hereby charged. (2) Power to carry on the business of the Company in such manner as he shall in his discretion think proper. (3) Power without any further notice to exercise the power of sale or the other powers and authorities conferred on a mortgagee by sections 19, 21, and 22 of the Conveyancing Act 1881 and the provisions of the Convej'^ancing Act 1911 amending the same and so that all the provi- sions of those sections relating to any of the matters aforesaid shall with the necessary variations apply as though the same were hereby incorporated. (4) Power to enter into any compromise or arrangement which he may consider expedient (k). (5) Power subject to the provisions hereinbefore contained to exercise without any further consent all the powers and authorities conferred on a receiver appointed under the powers conferred by the Conveyancing Act 1881. All monej's received by the receiver shall subject to the payment there- out of (1) the preferential debts referred to in section 209 of the Companies (Consolidation) Act 1908 and (2) all payments having prioritj' to the charge hereby created which may be payable thereout and (3) all costs charges and expenses incurred by him in the exercise of the powers aforesaid and (4) any remuneration payable to such receiver be apphed in pajTnent of the interest secured by the debentures of this issue and subject to such payment in payment of the principal moneys secured by the said deben- tures but so that if no debenture-holder will be prejudiced thereby such receiver may before such interest or all such interest is paid make pay- ments on account of such principal moneys or on account of such principal moneys and interest generally. action: Sloggcr Automatic Feeder Henry Pound, Son and Hutchins Co., [1915] 1 Ch. 478. The fact (1889), 42 C. D. 402, and see supra, that the debenture-holders are pp. 556 and 557, where the question carrjdng on the business of the is discussed. It is doubtful whether company is a ground for winding-up a receiver so appointed gets the in some cases: Re Chic, [1905] 2 exemption from Excess Profits Duty Ch, 345 ; Re Alfred Melson, [1900] 2 conferred on a receiver appointed Cli. 841, and though the Court will by the Court by section 56 of the allow such a receiver to take pos- Finance Act, 1916. session after winding-up, it is doubt- (A) Tliis authorizes the receiver ful if ho can, after winding-up, carry to borrow : Robinfion Printing Co. on the business of the company : v. Chic, [1905] 2 Ch. 123. Various Powers 619 Majority Powers in Debenture. The holders of three-fourths of the debentures of this issue for the time being issued and outstanding may by writing under their hands release or modify the rights of the debenture-holders or enter into any compromise or arrangement which the Court could sanction under section 120 of the Companies (Consolidation) Act 1908 if the same had been sanctioned by the statutory majority and every such release modification compromise or arrangement shall be binding on all the debenture-holders of this issue [1). Partly Paid Debentures. Sometimes debentures are issued before payment in full of tlie sum thereby secured has been made in such case a debenture (in the form of the registered debenture above given) will require the follow- ing modifications (rn). Clause 1. Add after the words " the sum of £ " the words " or other the amount paid up in respect of tliis debenture." Clause 2. — Substitute for the words " the sum of £ " the words " the amount for the time being paid up in respect of this debenture " and insert after condition 1 endorsed on the debenture the following conditions — 1. The registered holder of this debenture shall pay to the company in respect of the principal sum of £ to be hereby secured the following sums at the following dates that is to say : — £ on application £ on allotment and the balance of £ as and when called up — but so that fourteen days' notice of each call shall be given and that no call shall be for a greater amount than £ or be made within one calendar month after the last preceding call was made {n). The Company will endorse on this deben- ture a note of each payment when the same is made. 2. If before or on the day appointed for payment of any call or instal- ment the registered holder of this debenture does not pay the same he shall be liable to pay interest on such sum at the rate of 6 per cent, per annum from the date fixed for payment until the time of actual payment and the directors of the company may at any time before such default is made good give notice requiring him to make such jjayment within seven days from {I) Such a clause will only be addition to the above alterations it necessary in cases where there is may be desirable to give the com- no trust deed, as trust deeds pany power to decline to register almost invariably contain full pro- transfers of partly paid debentures, visions dealing with tliis matter. (n) Under a provision that there (m) Formerly specific performance should be an interval of four months of such a contract could not be : between calls, a call could not be South African Territories v. Wal- made until four months after allot- lington, [1898] A. C. 309; but now ment, where part of the moneys specific performance of such a were payable on allotment : Kuala contract can be granted, Companies Pahi Rubber Estate v. Mowbray (Consolidation) Act, 1908, s. 105, (1914), 111 L. T. 1072. and see supra, pp. .538 and 539 ; in G2() Dej^entures the date when such notice is given and stating that if such payment is not then made the directors of the company may forfeit this debenture and if such payment is not then made such directors may declare this debenture to be forfeited and thereupon this debenture and all sums paid np thereon shall be forfeited but the person who was the registered holder hereof before forfeiture shall remain hable to pay to the Company all calls instalments interest and other moneys presently payable in respect of this debenture before forfeiture (o). Not infrequently the same result is arrived at by issuing scrip or provisional certificates usually payable to bearer (p), which can be exchanged for debentures or debenture stock when all instalments liave been paid, and sometimes a letter of allotment (in a similar form to that given above for shares) is used instead of a scrip cer- tificate. Such letter of allotment should state the dates w^ien the different instalments become payable. It is, however, obvious that these methods have their disadvantages unless a charge is given by some document other than the debenture, as it may well be that if the company goes into liquidation before the final instalment is paid the scrip or allotment letter holders will find themselves to be mere unsecured creditors (^), and there may be difficulties under section 212 of the Act if the company goes into liquidation within three montlis of the debentures being issued. If a charge is given it will certainly have to be registered, and it may be that it will also have to be stamped in addition to the debentures. These last difficulties arc to a considerable extent lessened where there is a trust deed ; but in other cases partly paid debentures or debenture stock are preferable, except possibly in bearer cases wdiere the specific performance difficulty arises. FORM OF SCRIP CERTIFICATE (r). The Company Limited. Issue of £ 5 per cent, debenture stock No. £ This is to certify tliat the sums of £ and £ having been (o) Tho Court cannot give specific Bank (1877), 2 Q. B. D. 194. performanco of such a covenant Possibly the form of scrip certificate after forfeiture: Kuala Paid Rubber secondly set out below, though not Estate V. Mowbray {IQ14), 111 L.. T. a usual form, may be of use in 1072. getting over the difficulty as to (p) It is ob\dous that where scrip specific performance, certificates are payable to bearer, (q) Cp. Jackson v. Bas.iford, there may bo considerable difficulty [190G] 2 Ch. 4G7, at pp. 470 and 477 ; about obtaining specific perform- Gregory, Love /i resolutions, for "members" only Murac Syndicate v. Alperton Rubber can under s. 69 of the Act of 1908, Co., [1915] 2 Ch. 186, that specific vote, though "persons entitled by performance of such a covenant the articles to a vote may demand mif'ht be given, provided (1) that a poll." Tliis last expression first the person nominated was not one occurs in the Companies Act, 1907. to whom the company could raise It seems to have arisen from a reasonable objection, and (2) that recommendation of the Company the persons nominated would not Law Committee who reported in constitute a majority of the board, 1906(soetheirreport, paragraph 62), but this view was not endorsed in the committee apparently did wish Plantations Trust v. Bila {Sumatra) to enable debentm-e-holders to vote Rubber Lands (1916), 85 L. J. (ch.) where the articles of a company gOl allowed it, but the Act does not (a) Where there is a trust deed, seem to carry out tliis intention, this power should be conferred on a The point is sometimes met by meetin". The articles of the com- givmg debenture-holders shares of pany must, of course, also deal with a farthing each with voting powers, the point. (c) Companies Act, 1900, s. 34 ; (6) The articles of the company and Companies (Consolidation) Act, must likewise deal with this point. 1908, s. 93. It is not thought that even now Charges requiring Registration 625 ])rovisions do not apply to charges given for the purpose of obtaining any loan guaranteed by or on behalf of the Government in pursuance of any war obligation, and no notice of any such charge need be regis- tered or notified {d). None of these provisions apply to companies registered in Scotland (e). A certain amount of difficulty has arisen as to what is the date of the " creation " of a charge. On the one hand, Buckley, J., has held(/) that the date when money was advanced under an agreement that an immediate charge should be given and not the date when the seal of the company is affixed to the deben- tures or a debenture trust deed is the date when the charge is created. On the other hand, Joyce (^r) and Neville, JJ.{h), have held that the date when the debentures or trust deed are sealed is the date. The latter view was followed by Sargant, J., in a case («') coming under s. 93 (1) of the Consolidation Act, and even advances made within 21 days of registration were, it was held, not protected, nor did the fact that immaterial alterations were made in the docu- ments of charge immediately prior to registration make any differ- ence. Under an agreement to give a charge when called for, or on the happening of some other future event, the holder runs the risk of his security being a fraudulent preference or being avoided by section 212 of the Act (k). The fact that such an agree- (d) Government War Obligations Act, 1914, s. 2 (2) ; see also Govern- ment War Obligations Acts, 1914 to 1919, as to what are war oViliga- tions. (e) Apart from special Scottish Acts as to registration, no valid charge can be created in Scotland without actual delivery : Clark v. West Galder Oil Co. (1882), 9Rettie, 1017 ; see also BallacJmlish Slate, Quarries v. Menzics (1908), 45 S. L. R, G67. In the case of securities over heritage in Scotland, it will be difficult if not impossible to register there and also under section 93 of the Companies (Consolidation) Act, 1908, unless an extension of time is granted : see Wilton's Com- pany Law and Practice in Scotland, pp. 188 and 189. (/) Abrahams and Sons, Ltd., [1902] 1 Ch. 095; Harrogate Estates, Ltd., [1903] 1 Ch. 498 ; iV. Defries & Co., [1904] 1 Ch. 37 ; in /. C. Johnson, Ltd., [1902] 2 Ch. 101, the point was not argued before the Court of Appeal, and it does not S.C.L. appear from the report when the debentures there in question were sealed. (g) Spiral Globe {No. 2), [1902] 2 Ch. 209. (h) New London and Suburban Omnibus, [1908] 1 Ch. 621. (i) Esberger >5 ~ ^ "3 o M' ;o g &:s it 2 5 « .a £ 7, , _ (I) o • _ "3 g£ 60 tog g^- o- W% FoEMS OF Registrar's Certificates 637 Memoeandum 01" Satisfaction of Mortgage or Charge (c). The, .Limited («) Insert hereby gives notice that the (a) day of one thousand nine hundred and. dated the here "mort- gage or ' " charge," and created by the Company for securing the sum of £ " doben- was satisfied to the extent of £ ^on the day tures " or of 19 • debenture stock," as In witness whereof the common seal of the Company was here- the case may unto affixed the day of one thousand nine bo. hundred and in the presence of Directors. Secretary. FORM OF REGISTRAR'S CERTIFICATE WHERE THERE HAS BEEN REGISTRATION UNDER SECTION 9.3 (1) OF THE COMPANIES (CONSOLIDATION) ACT, 1908 (/). Certificate of the Registration of a Mortgage or Charge. Pursuant to section 93 (5) of the Companies (Consohdation) Act 190S (8 Edw. VII. c. 69). I hereby certify that a Mortgage or Charge {g) dated the day of one thousand nine hundred and and created by Limited for securing the sum of (h) was this day registered pursuant to section 93 of the Companies (Consoh- dation) Act 1908. (e) See supra, p. 635. (/) This is the common form of certificate (69 (a)) issued by the Registrar where registration is effected under s. 93 (1) of the Act. There are three other forms varying this form, namely. Forms 69 (b), (r), and (d). The differences are mentioned below. (r/) The words " a mortgage or charge " are omitted from Form 69 (6), which is intended for a security by deposit of title deeds. and from Form 69 (rf), which is intended for a security on special conditions, e.g. money lent on a contingency. The only difference between these two forms is a dif- ference in the size of the spaces left. {h) In Form 69 (c) for the words " the sum of " are substituted the words " all moneys now duo or hereafter to liocome duo from the company to the on any account whatsoever." 638 Debentures Given under my hand at London this day of one thousand nine hundred and Registrar of Joint Stock Companies {i). Companies (Consolidation) Act 1908. FORMS OP REGISTRAR'S CERTIFICATES WHERE THERE HAS BEEN REGISTRATION UNDER SECTION 93 (3) OF THE COMPANIES (CONSOLIDATION) ACT, 1908. Cektificate of Registration of a Series of Debentures where THERE IS NO TrTJST DeED (k). Pursuant to section 93 (5) of the Companies (Consolidation) Act, 1908 (8 Edw. VII. c. 69). Application having this day been made for the entry on the register of the particulars required by sub-section 3 of section 93 of the Companies (Consolidation) Act 1908 in relation to a series of debentures (containing a charge to the benefit of which the holders of the said series are entitled pari passu) created by Limited and the issue of the series having been authorized by resolution passed on the day of 19 , and one of such debentures ha\ing been duly produced I hereby certify that the total amount secured or intended to be secured by the said series is £ and that all the particulars required by sub-section 3 of section 93 of the said Act in relation to the said series have been duly entered on the register. Given under my hand this day of one thousand nine hundred and Registrar of Joint Stock Companies {I). Companies (Consolidation) Act 1908 section 93 (5). CERTIFICATE OP REGISTRATION OF A TRUST DEED AND SERIES OP DEBENTURES (m). Pursuant to section 93 (5) of the Companies (Consolidation) Act, 1908 (8 Edw. VII. c. 69). Application having this day been made for the registration of a Trust Deed dated and executed by the _, . . Limited, for the purpose of securing the series of debentures hereinafter mentioned, and application having been also made this day for the entry on the Register of the par- ticulars required by sub-section 3 of section 93 of the Companies (Consoli- dation)" Act, 1908, in relation to a series of debentures (containing, or giving by reference to any other instrument, a charge to the benefit of wliich the debenture-holders of such series are entitled pari passzi), the (?■) Sub-ss. 6 and 6 of the 93rd (I) On this and each of the sue- section of the Act are endorsed, ceeding forms of certificate sub-ss. except in Form G9 (c), which has no 5 and 6, except the proviso at the " p. T. o. " and no endorsement. end of sub-s. 6, arc indorsed. (k) This is Form 09 (e). (m) Form 69 (/). Forms of Registrar's Certificates 639 issue of which was authorized by the said Company by resolution passed on the day of 19 , and the said Trust Deed having been brought in for registration within twenty-one days after its execution, I hereby Cektify that the total amount secured or intended to be secured by the said Trust Deed and series of debentures is £ and that the said Trust Deed has this day been registered pursuant to section 93, sub-section 1, of the said Act, and that all the particulars required by sub-section 3 of section 93 of the said Act in relation to the said series have been entered on the register. Given under my hand at London, this ^day of one thousand nine hundred and . • Registrar of Joint Stock Companies, Companies (Consolidation) Act, 1908, section 93 (5). CERTIFICATE OP REGISTRATION OF A SERIES OF DEBENTURES WHERE THERE IS A TRUST DEED («). Pursuant to section 93 (5) of the Companies (Consolidation) Act, 1908 (8 Edw. VII. c. 69). Application having this day been made for the entry on the Register of the particulars required by sub-section 3 of section 93 of the Companies (Consolidation) Act, 1908, in relation to a series of debentures (containing, or giving by reference to any other instrument, a charge to the benefit of which the debenture -holders of the said series are entitled pari passu), the issue of wliich was authorized by the Limited, by resolution passed on the day of 19 , each debenture of the said series being also entitled to the benefit of a Ti-ust Deed dated the dny of 19 , and registered the_ day of .19 (and one of the debentures of the said series having been duly produced) I hereby Certify that the total amount secured or intended to be secured by the said series is £ and that all the particulars required by sub-section 3 of section 93 of the said Act in relation to the said series have been this day entered on the Register. Given under my hand at London, this day of one thousand nine hundred and .. Registrar of Joint Stock Companies. Companies (Clonsolidation) Act, 1908, section 93 (5). CERTIFICATE OP REGISTRATION OF A TRUST DEED AND PARTICULARS OP DEBENTURE STOCK (o). Pursuant to section 93 (5) of the Companies (Consolidation) Act, 1908 (8 Edw. VII. c. 69). Application having this day been made for the registration of a Trust Deed dated and executed by the (n) Form 60 (g) (o) Form 69 (h)> 640 Debentures Limited for the purpose of securing the Certificates of debenture stock hereinafter mentioned, and application having been also made this day for the entry on the Register of the particulars required by sub-section 3 of section 93 of the Companies (ConsoUdation) Act, 1908, in relation to Certificates of debenture stock (containing, or giving by reference to any other instrument, a charge to the benefit of which the debenture stock- holders are entitled x><^ri passu), the issue of which was authorised by the said Company by resolution passed on the day of 19 , and the said Trust Deed having been brought in for registration within twenty-one days after its execution, I heeeby CERTrFY that the total amount secured or intended to be secured by the said Trust Deed is £ and that the said Trust Deed has this day been registered pursuant to section 93, sub-section 1, of the said Act, and that all the particulars required by sub-section 3 of section 93 of the said Act in relation to the said debenture stock have been entered on the register. Given under my hand at London, this ^day of one thousand nine hundred and Registrar of Joint Stock Companies. Companies (Consolidation) Act, 1908, section 93 (5). CERTIFICATE OF REGISTRATION OF PARTICULARS OF DE- BENTURE STOCK (p). Pursuant to section 93 (5) of the Companies (Consolidation) Act, 1908 (8 Edw. VIL c. 69). Application having this day been made for the entry on the Register of the particulars required by sub-section 3 of section 93 of the Companies (Consolidation) Act, 1908, in relation to Certificates of debenture stock (containing, or giving by reference to any other instrument, a charge to the benefit of which the debenture stockholders are entitled pari passv), the issue of which was authorized by the .^__^___ . Limited, by resolution passed on the day of 19 , the stock- holders being also entitled to the benefit of a Trust Deed dated the day of 19 , and registered the day of 19_ (and one of the stock certificates having been duly produced), I hereby Certify that the total amount secured or intended to be secured is £ and that all the particulars required by sub-section 3 of section 93 of the said Act in relation to the said debenture stock have been this day entered on the Register. Given under my hand at London, this day of one thousand nine hundred and . Registrar of Joint Stock Companies. Companies (ConsoUdation) Act, 190S, section 93 (5). A Judge of the High Court, on being satisfied that the oraissiou to register a mortgage or charge within the time required by the section, or that the omission or misstatement of any particular with (;;) Form 69 (;). Rectification of Register of Mortgages 641 respect to auy such mortgage or charge, was accideutal, or due to madverteuco or to some other sufficient cause, or is not of a nature to prejudice the position of creditors or shareholders of the company, or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any person interested, and on such terms and conditions as seem to the Judge just and expedient, order that the time for registration be extended, or, as the case may be, that the omission or misstatement be rectified {q). These applications can, no doubt, be made by originating sum- mons, but, as a matter of fact, they are almost always made by motion, the motion or summons being assigned by ballot to a par- ticular Judge by application in the central office in the ordinary way (r). Where the company is the applicant, the application is usually ex parte, in other cases the company is made respondent. On a motion to extend the time for registration the Court will not decide whether or no the debenture requires registration (s). There must be evidence to show that the omission to register or the mis- statement of a particular with respect to the mortgage or charge in question was " accidental or due to inadvertence or to some other sufficient cause or is not of a nature to prejudice the position of creditors or shareholders of the company or that on other grounds it is just and equitable to grant relief." The evidence consists of an affidavit not infrequently sworn by the secretary of the company. In E. F. Beatlie & Co., Ltd. (t), an application was granted on the ground of bond fide belief that registration was not required ; in Bootle Cold Storage Co. (u) on the ground of a misunderstanding of the Act and delay of the Stamp authorities ; in Joplin Breweries (x) on the ground that the delay had been caused by the illness of a director ; in Mendip Press (y) on the ground that there had been a misunderstanding of the law ; in Cunard Steamship Co. (z) the application proceeded and was granted on the same ground. The Tingri Tea Co. (a) was the case of an Indian deed, and the application was made as the persons responsible had no knowledge that regis- tration was required. It is stated in Buckley (b) that it is the practice to support the application with evidence that no winding-up order is pending and that no judgment has been recovered against the iq) Companies (Consolidation) (t) flOOl] W. N. 152 Act, 1908, s. 96. For forms of (u) [1901] W. N. 54. Orders see post, pp. 643 et scq. (x) [1902] 1 Ch. 79. (r) Legal and General Investment (y) (1901), 18 T. L. R. 38 ; see Co., [1901] W. N. 72. Sometimes also T. Almond d; Son (1905), 49 they are taken to the whiding-up Sol. J. 283. department, and in these cases the {z) (1908), 99 L. T. 549. winding-up Judge deals with them. (a) [1901] W. N. 105. [s) Cunard Steamship Co. (1908), (6) 9th Edition, p. 255. U9 L. T. 549. i S.O.L. 41 642 Debentures company and is unsatisfied. In Tingri Tea Co. (c), which is cited for this proposition, there was also evidence that no notice of a meeting for the purpose of winding-up had been given, and in Booth Cold Storage Co. (d) there was the same evidence, and, in addition, evidence that the company was carrying on business. It has been suggested (e) that in a case of sufficient magnitude it may be well to give notice to some of the largest unsecured creditors so as to enable them to be heard, and that the Court may suspend the order so as to enable unsecured creditors to come in and demand payment or security before the order goes. The Court has jurisdiction to make more than one order extending the time for registering a debenture. Joyce, J., made such an order with a view to an appeal in I. C. Johnson & Co. (/) and it has been done in other unreported cases. The power to extend the time for registering mortgages or charges created between the 1st of January, 1901, and the 1st of July, 1908, and which require registration under the Companies Act, 1900, is pre- served by the Interpretation Act, 1889 [g). In Joplin Brewery Co. (It), Buckley, J., following the analogy of the Bills of Sale Acts, intimated that orders for extension of time for registration of debentures, should be made without prejudice to the rights of parties acquired prior to the time when the debentures are actually registered. This was followed by Eady, J., in Spiral Globe Co. (i), but he made the order, though a winding-up was in progress. In S. Ahrahains & Co. (k), Buckley, J., declined to make an order as there was a winding-up in progress, and an order qualified in the usual way would, he said, be useless. In this case the only persons who would have been injured by the making of the order were other holders of debentures of the same series as those it was sought to register ; these persons were not entitled to benefit by the non-registration of the debentures, for it was part of their contract that such debentures should rank pari passu with those held by them, and it is therefore thought that an order in the form of that in I. C. Johnson & Co. (1) ought to have been made notwithstanding the winding-up. The effect of qualifying an order in this way, is to render it nugatory against unsecured creditors, if (c) [1901] W. N. 165. lapse of time from the creation of {d) [1901] W. N. 54. the charge, Eady, J., made the (c) Per Buckley, J., CardijJ order subject to the consent in Worhyneri's Cottage, [1906] 2 Ch. at writing of the company's principal p. 630 ; see also Hfrts and Essex creditors being produced. Waterworks Co., [1909] W. N. 48. {h) [1902] 1 Ch. 79. (/) [1902] 2 Ch. 101. (i) [1902] 1 Ch. 39. {g) Herts and Essex Waterworks (k) [1902] 2 Ch. 695. Co., [1909] W. N. 48; Lush c& Co. [l) See /. C. Johnson & Co., (1913), 108 L. T. 450. In the earlier [1902] 2 Ch. 101. See post, pp. 644 of these two cases, owing to the and 645,[for this order. Order Extending Time for Registration 643 a winding-up has commenced before actual registration (m). While the company is a going concern, the words qualifying the order will not protect an ordinary creditor who has no charge, and has not issued execution (n). On an application under this section the Court will, in a proper case, order the cancellation of a memorandum of satisfaction of a charge, and an entry in the register in relation to such memorandum (o). NOTICE OF MOTION FOR EXTENDING THE TIME FOR REGIS- TERING MORTGAGES OR CHARGES UNDER SECTION 96 OF THE COMPANIES (CONSOLIDATION) ACT, 1908. In the High Court of Justice, Chancery Division. Mk. Justice In the Matter of the Company Limited, and In the Matter of the Companies (Consolidation) Act 1908. Take notice that this Honourable Court will be moved before his Lord- ship Mr. Justice on day the day of next at o'clock in the noon or so soon thereafter as Counsel can be heard by counsel on behalf of the above-named Company, for an order that the time for filing with the Registrar of Companies the particulars required by section 93 (3) of the above-mentioned Act in relation to a series of mortgage debentures issued by the company pursuant to a resolution dated 19 be extended until fourteen days after the date of the order on tliis motion or that such further or other order may be made in the premises as to this Court may seem meet. Signed The Company's Solicitors. Dated ORDER EXTENDING THE TIME TO REGISTER INSTRUMENTS OF CHARGE. {Title.) Upon Motion this day made unto this Court by Counsel on behalf of the above-named Moors' and Robson's Breweries Limited. And upon reading the Affidavit of P. R. filed the 24th April 1909 and the several exhibits therein referred to. The Court being satisfied that the omission to file with the Registrar of Joint Stock Companies pursuant to Section 14 of The Companies Act 1900 Section 10 of The Companies Act 1907 and Section 93 of The Companies (Consolidation) Act 1908 respectively the several Instruments the par- ticulars whereof are set out in the Schedule hereto (being Mortgages or (m) Anglo-Oriental Carpet, [1903] 119061 2 Ch. 627. 1 Ch. 914. (o) Light (C.) c& Co., [1917] (n) Ehrmann Bros., [1906] 2 Ch. W. N. 77 ; 61 Sol. J. 337. debenture. (1851), 5 De G. & Sm. Ill; see, (e) Where there is a covering however, the form of debenture deed the trustees should be parties. stock trust deed given supra, pp. (/) Schiceitzer v, Mayheiv (1862), 586 ei seq., and also p. 565. I Summons for Leave to Commence Action 655 W.C. on Friday the 4tli day of November, 1910, at 12 o'clock noon on the hearing of an application of W.H.B. of in the County of Gentleman a Debenture-holder of the said Company for £600 for an order that notwithstanding the order of this Court dated the 28th day of June 1910 to compulsorily Wind up the said Company the Applicant may be at Uberty to commence an action in the Chancery Division of this Honourable Court against the said Company and the present Trustee of the Trust Deed hereinafter mentioned to enforce his Debentures and to have the Trusts of the Trust Deed dated 21st May 1906 carried into execution and that the Costs of this Application may be Costs in the said Action. Dated the 2nd day of November 1910. This Summons was taken out by of No. London, Solicitors for the Applicant. To R.W.T. E.C. the Liquidator of the above-named Company and to Messrs. of W. C. his Solicitors. Note. — If you do not attend cither in person or by your Solicitor at the time and place above-mentioned such order will be made and pro- ceedings taken as the Judge may think just and expedient, © Order Endorsed on "Above Summons. In the High Court of Justice, Companies (Winding-up). Mr. Registrar Hood, Friday 4th November 1910. Appeared for the Applicant for the Liquidator. Read Order to Wind up dated 28th June 1910 Order appointing Liquidator dated 30th September 1910. Notwithstanding the above-mentioned Order to Wind up liberty to the Applicant to commence an Action against the Mid-Oxfordshire Gas Light and Coke Company Limited as asked — such Action to be assigned to the Judges exercising Jurisdiction in Companies (Winding-up). H. J. Hood, Registrar, SUMMONS FOR LEAVE TO CONTINUE DEBENTURE -HOLDER'S ACTION, NOTWITHSTANDING ORDER FOR COMPULSORY WINDING-UP. In the High Court of Justice, Companies (Winding-up). No. 00140 of 1910, Mr. Justice Swinfen Eady, In the matter of the Companies (Consolidation) Act, 1908, and In the matter of the Mid-Oxfordshire Gas Light and Coke Company Limited. Let the Defendants in the under-mentioned Actions attend at the 656 Debentures Chambers of the Registrar, Companies (Winding-up) Bankruptcy Buildings, Carey Street, London, on Friday the 15th day of July, 1910, at 11.30 o'clock in the forenoon on the hearing of an application of the plaintiff for an Order that the three Debenture-holders' Actions the titles of wliich are hereunder given be continued notwithstanding the Compulsory Order for Winding-up dated the 28th day of June 1910. Beirnsteinv. The 3Iid-Oxfordshire Gas Light and{ inw» m "\r Coke Company Limited and Others . .1 » • • Same V. Same and Others .... 1910, M. No. 1148. Same V. Same and Another .... 1910, M. No. 1157. Dated the 12th day of July 1910. Tliis Summons was taken out by of 1 E.G. SoUcitor for the Applicant. To the Defendants and to the Official Receiver. Note. — If you do not attend either in person or by your Sohcitor at the time and place above-mentioned such order will be made and pro- ceedings taken as the Judge (or Registrar) may think just and expedient. Order E^'DORSED on Above Summons. © In the High Court of Justice, Companies Winding-up. , Mr. Registrar Hood, Friday 15th July 1910. Appeared . for the Applicant the Official Receiver and provisional Liquidator in person. Read Order to Wind-up dated 28th June 1910. Order appointing Receiver in within -mentioned actions dated 11th May 1910. Leave as asked by the within Summons. H. J. Hood, Registrar. SUMMONS FOR LEAVE TO PROCEED WITH DEBENTURE- HOLDER'S ACTION WHERE PROCEEDINGS HAVE BEEN WRONGLY CARRIED ON IN THE CHANCERY DIVISION AFTER A SUPERVISION ORDER. In the High Court of Justice, No. 00175 of 1911. Companies Winding-up. Mr. Justice Neville, In the matter of the Companies (Consolidation) Act, 1908. and In the matter of Grand Maison D' Automobiles Limited. Let G.E.T. of Street W. the Liquidator of the above- named Company attend at the Office of the Registrar at the Bankruptcy Buildings, Carey Street, London, on Friday the 17th day of November 1911 at 11.30 o'clock in the forenoon, on the hearing of an Apphcation of C.L.J., of Road, London, N., Widow, the Plaintiff in the hereinafter mentioned suit, for an Order that leave be given to Form of Order for Sale 657 continue the suit notvvitlistancling the Order of the 27th June 1911 con- iinuing the voluntary winding-up under supervision. In the High Court of Justice, 1911 G. No. 772. Chancery Division. Mr. Justice Warrington. In the matter of Grande Maison D' Automobiles Limited. Between Caroline Louisa Jones (Widow) on behalf of herself and all other holders of First Mortgage Debentures in the Defendant Company Plaintiff, and Grande Maison D' Automobiles Limited. Defendant, as from the 27th day of June 1911. Dated the 9th day of November 1911. This Summons was taken out by To G.E.T. the Liquidator of the of above-named Company, and to London, W.C, Solieitor for the Messrs. his Solicitors. Applicant. Note. — If you do not attend either in person or by your Solicitor at the time and place above-mentioned, such order will be made and pro- ceedings taken as the Judge (or Registrar) may think just and expedient. Order Endorsed on Above Summons. (Stamp 5s.) 17—11—11. In the High Court of Justice, Companies (Winding-up). Mr. Registrar Hood. Friday 17th November 1911. Appeared for the Applicant. for the Respon- dent. Read Supervision Order dated 7th July 1911. Judgment in the within-named action dated 5th May 1911. Liberty as asked by the within Summons. H. J. Hood, Registrar. ORDER FOR SALE IN DEBENTURE-HOLDER'S ACTION. (Title.) The application by Summons dated the 20th January 1911 of the Defendants the P.A. Company Limited (parlies having the conduct of tliesp proceedings pursuant to Order dated 8tli March 1909) wliich upon I hearing Counsel for the Ap])Iicants and for the Defendants J.C.S. and L.B.S. and the Solicitors for the remaining Defendants in Chambers j was adjounied to be heard in Court coming on the 7th March 1911 and ij tliis day to be heard accordingly and upon hearing Coimsel for the Appli- cants and for the said Defendants F.A.B., R.B., J.H.T. and J.C.S. S.C.L. 42 658 Debentures and L.B.S. and upon reading the Order to wind up the Defendant Com- pany dated 14th October 1909 intituled in the Liquidation proceedings No. 00215 of 1909 the Judgment dated the 12th February 1909 the Order appointing Receiver dated 16th March 1909 the Certificates of the Regi- trar Companies (Winding-up) dated 3rd June 1910 the Order of the Court of Appeal dated 4th November 1910 the Affidavit of D.W.S. filed the 24th January 1911 the Affidavit of L.B.S. filed the 1st February 1911 the Defendant Company's Deed of Settlement dated 28th May 1852 the Charter and Supplemental Charter dated respectively 28th January 1853 and 22nd December 1855 and the Crystal Palace Company's Acts of 1853, 1854, 1856, 1869, 1875, 1877, 1887, 1895, 1898, 1900, 1906 and 1908. This Court Doth Order that the undertaking and property of the Defendant Company be sold with the approbation of the Judge. And it is Ordered that the money to arise by such sale be paid into Court to the credit of this action " The Crystal Palace Company Fox v. The Company and Others 1909 C. No. 324." And the Costs of the AppUcants the P.A. Company Limited and of the Defendants the said F.A.B., R.B. and J.H.T. of tliis appUcation are to be their costs in the said Action. And the said defendants J.C.S. and L.B.S. by their Counsel desiring to appeal from tliis Order It is Ordered that they be at liberty to appeal therefrom if so advised. [Re The Crystal Palace Co. Fox v. The Company 1909, C. 324. Swdifen Eady, J., March 8th 1911.] Receivers Appointed by the Court (gr). A debenture-holder may at any time issue his wTit and apply for the appointment of a receiver ; but, except perhaps in cases where tlie principal moneys secured by the debenture are immediately payable, the Court has a discretion in the matter even in cases where the company appears and consents {h). The effect of making an appointment is to cause a floating security to crystallize, and become a fixed security. The Com-t will exercise its discretion in favour of making the appointment not only when the principal moneys secured are immediately payable, but also where there is interest in arrear {i), or where the secm-ity is in jeopardy {h). So a receiver has been {g) For orders appointing re- signed judgment and was in a ceivers and managers, see post, pp. position to issue execution) ; McMa- 678 et seq. Hon v. North Kent Iron Works Co., {h) London Pressed Hinge Co., [1891] 2 Ch. 105 (a petition for [1905] 1 Ch. 576 ; Car.shalton Park winding-up the company had been Estate, [1908] 2 Ch. 62. presented and was standing over (i) Bissill V. Bradford Tramways, with a view to resolutions for [1891] W. N. 51. In Thorn v. voluntary winding-up and other TSline Reefs (1892), 67 L. T. 93, the creditors were commencing or Court would not appoint a receiver, threatening proceedings) ; Edwards though tliero was interest in arrear, v. Standard Rolling Stock Syndicate, becaase there was a trust deed. [1893] 1 Ch. 574 (execution actu- (k) London Pressed Hinge Co., ally levied and other proceedings [1905] 1 Cli. 576 (in this cosse a threatened) ; Victoria Stcain Boats creditor had issued a writ and Co., [1897] 1 Ch. 158 (a petition for Beceiver Appointed by Court 659 appointed on the ground of jeopardy, where a company proposes to distribute a reserve fund, which is its only asset (1), and where it is closing down part of its business, has exhausted its credit, and has not denied statements which go to show that it is not in a position to pay off all moneys secured by the debentures (m) ; but where, owing to the debenture-holders having agreed to give the company time, there was no interest presently payable, and no immediate risk of an execution, the Court would not grant a receiver merely because the property, if realized forthwith, would be insufficient to pay principal and interest in full(w). Where there was only a specific charge on certain assets and the security was ample, the Court, in a jeopardy case, appointed a receiver of the assets charged only (o). On a winding-up debenture-holders are entitled to realize their security immediately (p), and it follows that in such cases a receiver will be almost invariably appointed. So a receiver was appointed on the application of debenture-holders of a solvent company, which had gone into voluntary winding-up for the purposes of reconstruction. In this case the debentures provided for the principal moneys becoming payajale on a winding-up otherwise than for purposes of reconstruction. As the new company was prosperous, and might be damaged by a stranger taking possession, the judge, in making an immediate appointment, directed that the receiver should not take possession or give security until the expiration of a certain time. It was then arranged by the parties that the matter should be referred to chambers to appoint a proper person as receiver with liberty to apply for the appointment of a manager, but that the order should not be proceeded with for six weeks, except by consent or order of the judge. The sanction of the Court to a scheme of arrangement binding the debenture-holders under section 120 of the Act was ultimately obtained (q). Even in cases where the mortgagee has already taken possession, the Court will appoint a receiver (r). When the action is com- menced by writ, a receiver is appointed on motion (s), and it is pre- ferable to proceed in the same way when the action is commenced winding-up was pending) ; see also (p) Wallace v. Automatic Machine Wildy V. Mid-Hants Railway (1868), Co., [1804J 2 Ch. 547. IG W. R. 409 ; Lcijri v. Mathieson {q) CromjJton [1900] W. N, 58, Orders appointing Receivers 679 2. An inquiry of what the property comprised in and charged by the Debenture Bonds consist and in whom the same is vested. 3. An inquiry what other incumbrances afEcct the property comprised in and charged by the said Debenture Bonds or any and what part thereof. The further consideration of the action is adjourned with liberty to either party to apply. [Re The Cambrian Lead and Zinc Mines Company, Ltd., Holt V. The Company — 1918 — C — No. 1877. Astbury, J., November 13th, 1918.] ORDER appointing RECEIVER WITH LIBERTY TO ACT BEFORE GIVING SECURITY ON PLAINTIFF'S UNDER- TAKING APPOINTMENT OF RECEIVER TO LAPSE AFTER A NAMED DATE UNLESS SECURITY GIVEN (Z). {Title.) Upon motion this day made unto this Court by Counsel for the Plain - tiff and upon hearing counsel for the Defendants and upon reading the writ issued the 10th day of November 1911 an affidavit of the Plaintiff filed tliis day and the exliibits therein referred to and an affidavit of W.A.S. also filed this day (of fitness) and the Plaintiff by his Counsel undertaking to be answerable for what J.E.A. as Receiver as hereinafter appointed shall receive or become liable to pay until he shall have given security as hereinafter directed. This Court doth hereby appoint J.E.A. of in the County of Receiver on behalf of the Plaintiff and all other Debenture-Holders of the Defendant Company of all the assets undertaking and property of the Defendant Company (except uncalled capital) comprised in or subject to the security created by the Indenture in the said writ mentioned and the Debentures issued by the Defendant Company. And it is Ordered that the said J.E.A. do on or before the 1st December 1911 give security as such Receiver pursuant to Order 50, rule 16. And it is Ordered that the said Receiver do forthwith out of the assets coming to his hands pay the debts of the Defendant Company which have priority over the Debenture-holders under the Companies (Con- solidation) Act 1908 and be allowed all such payments on passing his Accounts. And it is ordered that such receiver do pass his accounts and pay his balances as the Judge shall direct. But in case the said J.E.A. shall not have given security as aforesaid by the time aforesaid his appoint- ment as such receiver is to lapse. [Re The Phillips River Oold and Copper Co., Ltd., Potter v. The Compaq?/— 191 1—P— No. 2339. Swinten Eady, J., November 10th, 1911.] ORDER APPOINTING RECEIVER AND MANAGER— GIVING LEAVE TO BORROW AND DIRECTIONS AS TO HIS PASSING HIS ACCOUNTS ETC.— RECEIVER AND MANAGER TO ACT AT ONCE UPON PLAINTIFF'S UNDERTAKING UNTIL HE HAS GIVEN SECURITY. (Title.) Upon Motion on the 5th 12th and 16th May 1911 and this day made unto this Court by Counsel on behalf of the above-named Plaintiff and {I) For a siriailar form, see post, pp, 704 and 705^ 680 Debentures upon hearing Counsel for the above-named Defendants and upon reading the writ of summons issued in this action and dated the 1st May 1911 the affidavit of the Plaintiff filed 2nd May 1911 the affidavit of A.M.D. and the affidavit of C.B.S. both filed 5th May 1911 the joint affidavit of the Plaintiff and G.L.W. filed 10th May 1911 the two affidavits of W.H.C. the affidavit of T.E.P. the affidavit of the said A.M.D. and the affidavit of the said C.B.S. all filed 16th May 1911 the affidavits of G.W.Y. and the joint affidavit of the Plaintiff and G.L.W. both filed 18th May 1911 the affidavit of the said W.H.C. filed 20th May 1911 and the affidavit of S.J.R.S. filed tliis day (as to fitness) and the exhibits in the said affidavits or some of them respectively referred to and the order to wind- up the Defendant Company dated the 9th May 1911 made " In the matter of The Companies (ConsoUdation) Act 1908. And in the matter of The Express Motor Cab Company Limited (00148 of 1911) "— And the Plaintiff by his Counsel undertaking to be answerable for what L. M. the receiver and manager hereinafter appointed shall receive or become liable to pay as such receiver and manager until he shall have given security as hereinafter directed — This Court doth Appoint the said L.M. of in the city of London chartered accountant receiver on behalf of the Plaintiff and all other (if any) the holders of the first mortgage debentures issued by the Defendant Company the said Express Motor Cab Company Limited of all its undertaking including the goodwill of its business and all its pro- perty and assets whatsoever and wheresoever present and future including its uncalled capital for the time being comprised in or subject to the security created by the said first mortgage debentures and to manage the business and undertaking of the Defendant Company the said Express Motor Cab Company Limited with liberty to the said L.M. to act at once but the said L.M. is not to act as such manager after the 16th October 1911 without the leave of the Judge. And it is Oedered that the said L.M. do forthwith give security as such receiver and manager pursuant to Order L. Rule 16 of Rules of the Supreme Court. And it is Ordered that the said L.M. as such receiver do forthwith out of any assets coming to his hands pay the debts of the Defendant Company the said Express Motor Cab Company Limited which have priority over the claims of the debenture-holders under section 209 of The Companies (Consolidation) Act 1908 and be allowed such pajTuents (if any) on passing liis accounts as such receiver and manager. And it is Ordered that the said L.M. do on the 19th November and the 19th May in each year leave and pass in the Chamber? of the Registrar Companies (Winding-up) liis accounts as such receiver and manager the first of such accounts to be left on the 19th November 1911. And it is Ordered that the said L.M. do within fourteen daA's after the date of the certificate of the result of every such account or at such other time as shall be directed by such certificate pay the balance which shall be thereby certified to be due from him (or such part thereof as shall be certified to be proper to be paid) into Court as directed in the Lodgment Schedule hereto. And it is Ordered that the said L.M. be at liberty for the purpose of carrying on the business of the Defendant Companj' the said Express Order ArpoiNTiNG Eeceiver and Manager 681 Motor Cab Company Limited to borrow a sum not exceeding Five hundred pounds at a rate of interest not exceeding Six jjounds per centum per annum upon the security of tho undertaking property and assets of the Defendant Company tho said Express Motor Cab Company Limited such sum or sums wlien borrowed together with the interest thereon to rank in priority to tho said first mortgage debentures. LODGMENT SCHEDULE. In tuk High Couiit of Justice, Chancery Division. 26th May, 1911. Re The Express Motor Cab Company, Limilcd, Swansloii v. The Express Motor Cab Cumpanij, Limited, and Another, 11)11, E. 435. Ledger Credit. — As above. Particulars of Funds to be lodtted to the Person to make the lodgiuout. Amounts. account of the Pay- niaster-Geueral. Money. Securities. Balances from timo to timo certiliod to be duo on pass- ing accounts of receiver and manager L.M. (the receiver and manager) £ s. d. £ 8. d. 1 [iJe The Express Motor Cab Co., Swanslon v. The Company, 1911 — E — 435 Neville, J., May 26th, 1911.] ORDER APPOINTING OFFICIAL RECEIVER RECEIVER FOR DEBENTURE-HOLDERS WITH LIBERTY TO APPOINT AN AGENT. (Title.) Upon Motion this day made unto this Court by Counsel for the Plain- tiff and upon hearing Counsel for the Defendants and upon reading tho writ of summons dated the 15th July 1896 and the affidavit of R.B.S. filed this day and the exhibit therein referred to — This Coukt doth Appoint George Stapylton Barnes the Senior Official Receiver in Companies Winding-up the Liquidator of the Defendant Company ChafEey Brothers Limited receiver to receive on behalf of deben- ture-holders any assets in this country or to be remitted to this country charged in favour of the debenture-holders or their trustees. And it is Ordered that such receiver be at liberty to appoint an agent in or to proceed to Australia on behalf of the English debenture- holders and make inquiries and act on their behalf but such agent is not to be at liberty to receive any money in Austraha without the leave of the Court and without first giving security to the satisfaction of the Court and any power of attorney to be given to such agent is to be settled ifi 682 Debentures Chambers and tliis order is to be without prejudice to any application to extend the power of the receiver appointed by this order. And it is Oedered that such receiver be at liberty to act at once and without security. And it is Ordered that the said George Stapylton Barnes do on the 1st January 1897 and the 1st July 1897 and the same days in each suc- ceeding year leave in the Chambers of the Registrar Companies (Winding- up) his accounts as such receiver and do within fourteen daj'S after the date of the certificate of the allowance of every such account pay the balance wliich shall be certified to be due from him or such part thereof as shall be certified to be payable into Court as directed in the Lodgment Schedule hereto. And it is Ordered that the costs of this motion are to be costs in the action. LODGMENT SCHEDULE. In the High Court of Justice, Chancery Division. Re Chaff ey Brothers, Limited, Ledger Credit. — Henry v. Chaffey Brothers, Limited, and Others, 1896, C. 2329. 12th August, 1896. rarf iculars of funds Person to make lodgment. Amounts. to be lodged. Money. Securities. Balance to be from timo to time certi- fied on passing ac- counts as receiver or so much there- of as shall be certified to bo payable. Invest and aecu- nuilato in New Consols funds to bo lodged. George Stapylton Barnes of 33, Carey Street, W.C. (receiver). £ 8. d. £ 8. d. [Ee Chaffey Brothers., Ltd., Henry v. The Company, 1896— C— 2329. Vaughan Williams, J., August 12th, 1896.] RECEIVER AND j\L\NAGER'S RECOGNIZANCE. A. H. G. of Street in the City of Chartered Accountant before our Sovereign Lord the King in His High Court of Justice personally appearing doth acknowledge himself to owe to James Rigg Brougham the Senior Registrar in Bankruptcy- of the High Court of Justice and Henry John Hood the Registrar Companies (Winding- up) of Die High Court of Justice \]\e sujn of Ten Thousand Poiwd? of Receiver's Recognizance 683 lawful money of the United Kingdom of Great Britain and Ireland to be paid to the said James Rigg Brougham and Plenry John Hood or one of them or the executors or administrators of them or one of them and unless he do pay the same he the said A.H.G. doth grant for himself his heirs executors and administrators that the said sum of Ten Thousand Pounds shall be levied recovered and received of and from him and of and from all and singular his manors messuages lands tenements and heredita- ments goods and chattels wheresoever the same shall or may be found. Witness Our said Sovereign Lord, Edward the Seventh, by the Grace of God of the United Kingdom of Great Britain and Ireland and of the British Dominions beyond the Seas, King, Defender of the Faith, and so forth, at the Royal Courts of Justice the 12th day of February One thoiisand nine hundred and eight. Whereas by an Order of the High Court of Justice Chancery Hero give Division, made by Mr. Justice Parker in an Action of which the short i'^, • i title is Wright and Butler Limited, Hughes v. Wright and Butler tiistinctivo Limited 1907 W. No. 3622 and dated the 13th day of December mark. 1907 A.H.G. of Street in the Gty of Recite so Chartered Accountant was appointed Receiver and Manager on ^^^ °^ behalf of the Plaintiff and the other holders of 388 First Mort- ^.ay be^ gage Debentures of the Defendant Company of the Undertaking necessary. and property of the Defendant Company (except uncalled capital) comprised in or subject to the Mortgage or Charge to secure such Mortgage Debentures created thereby and by an Indenture dated the ^ 23rd day of October 1905 and made between the Defendant S;S Company of the one part and the Defendants C.B. and E.P.W. ^ jj j"' of the other part but the said A.H.G. was not to act as Manager i;^ c'2 beyond 13th March 1908 without the leave of the Judge and It WAS Ordered that he should forthwith give security to be approved I §'1' by the Judge. '^ £j2 And whereas the Court hath approved of the above-written g .2 i:i^ recognizance with the under- written condition as a proper security ,< "^.1 to be entered into by the said A.H.G. (together with the bond dated 'k"? g^ 12th day of February 1908 entered into by him together with the •^.2 S Employers LiabiUty Assurance Corporation Limited as liis surety) ^ "* ^ pursuant to the said Order and the Rules of the Supreme Court in •^^ c 2 that behalf and as well in respect of the period for which the said [^ -Qj A.H.G. has been appointed such Receiver and Manager as aforesaid r ^ f^ as also in respect of any extended or further period during which ^ ^ . he may be continued or appointed such Receiver and Manager ^ §*§ either under the said Order or under any further Order in the said 8 « '^^ Action and in testimony of such approbation the Registrar Com- ^ .^ g panics (Winding-up) hath signed an allowance in the margin hereof. |m S Now the Conditions of the above-written recognizance are Js " ;^ such that if the said A.H.G. do and shall duly account for all and ■£ (M "^ every the sum and sums of money which he shall so receive on •^M ^ account of the Undertaking and property of the said Company ^ J '^ and in respect of the said business including as well all and every "T cq the sum and sums so received in respect of the period for which the said A.H.G, has been appointed such Receiver and Manager 684 Debentures as aforesaid as also all and every the sum and sums so received in respect of any appointment for any extended or further period during which he may be appointed such Receiver and Manager either under the said Order or under any further Order in the said Action at such periods as the said Court shall appoint and do and shall duly pay the balances wliich shall from time to time be certified to be due from him as the said Court hath directed, or shall hereafter direct, then the above recognizance shall be void and of none effect otherwise the same is to be and remain in full force and virtue. Taken and Acknowledged by the above- named A.H.G. at in the County of this 12th day of February 1908. Before me, G.F.C. A Commissioner of Oaths. RECEIVER AND fiLVNAGER'S BOND. Know all Men by these Presents that I A.H.G. of in the City of Chartered Accountant and We the The Employers' Liability Assurance Corporation, Limited, whose oflBce is situate at Hamilton House, Victoria Embankment, in the Gty of London (hereinafter called the Corporation) are jointly and severally held and firmly boimd unto James Rigg Brougham the Senior Registrar in Bankruptcy of the High Court of Justice and Henry John Hood Registrar Companies (Winding-up) of the High Court of Justice in the sum of ten thousand pounds of lawful money of the United Kingdom of Great Britain and Ireland, to be paid unto the said James Rigg Brougliam and Henry John Hood or one of them, or the executors or administrators of them, or one of them, for wliich pajnnent well and truly to be made, I, the said A.H.G. for myself my heirs, executors, and administrators, and every of them, and We, the Corporation, for ourselves and our successors, do bind and obhge ourselves for the whole firmh' by these presents. Signed, sealed, and dehvcred by the said A.H.G. and sealed with the Seal of the said Corporation, and signed by two of the Directors thereof. Dated the 12th day of February in the Year of our Ijord One thousand nine hundred and eight. Whereas, bj' an Order of the High Court of Justice Chancery Division, made by IVIr. Justice Parker in an Action of wliich the short title is Re Wright and Butler Limited, Hvghes v. Wright and Butler Limited, 1907 W. No. 3G22 and dated the 13th day of December 1907, A.H.G. of Street in the City of Chartered Accountant was appointed Receiver and Manager on behalf of the Plaintiff nnd the other holders of 388 First c ■"5 V C c "* ^ -a C3 c rs m a 2 ^ "2 c3 •r*.' ^ a, !^ :^ "* 3 o >■ d d 00 ri 1 ^ o ►=: > oc ;>. 'to :5 a •^ o . ^ ^ 00 •^ a o ^ -*■ ^H ^ S = 6 ^. (St 3 •^ !M ^ 1 !< ' ^ o Cs' >> ■£ 1 . ■3 '^ : ^ ^' N P ' — - s . 00 "U. . Receiver's Bond 685 Mortgage Debentures of the Defunclant Company of the Undertaking and property of the Defendant Company (except uncalled capital) comprised in or subject to the Mortgage or charge to secure such Mortgage Debentures created thereby and by an Indenture dated the 23rd day of October 1905 and made between the Defendant Company of the one part and the Defendants C.B. and E.P.W. of the other part but the said A.H.G. was not to act as Manager beyond the 13th March 1908 without the leave of the Judge and it was Ordered that he should forthwith give security to be approved by the Judge. Anb Whereas, the Court hath approved of the Corporation, as Surety for the said A.H.G. in the sum of ten thousand pounds, and has also approved of the above Bond with the underwritten Conditions, together with a Recognizance entered into by the said A.H.G. in the sum of ten thousand pounds and bearing date the 12th day of February 1908 as a proper security to be entered into by the said A.H.G. and the said Corporation pursuant to the said Order and the Rules and Orders of the Supreme Court in that behalf, as well in respect of the period for which the said A.H.G. has been appointed such Receiver and Manager as aforesaid, as also in respect of any extended or further period, during wliich such Receiver and Manager may be continued or appointed such Receiver and Manager either under the said Order or under any further Order in the said Action, and in testimony of such approval the Registrar Companies (Winding-up) hath signed an allowance in the margin hereof and of the said Recognizance respectively. Now the Conditions of the above-written Bond or Obligation are such that if the above bounden A.H.G. his executors or administrators, or some or one of them, do and shall duly account for what the said A.H.G. has received and shall receive or shall become or be held liable to pay or account for as such Receiver and Manager as aforesaid, including as well all and every the sum and sums so received in respect of the period for wliich the said A.H.G. has been appointed such Receiver and Manager as aforesaid as also all and every the sum and sums so received in respect of any appointment for any extended or further period during which the said A.H.G. may be con- tinued or appointed such Receiver and Manager either under the said Order or under any further Order in the said Action at such period and in such manners as the Court or a Judge shall appoint and do and shall pay the same as such Court or Judge hath directed or shall hereafter direct, and shall give immediate notice to the Court if the said Corporation shall become insolvent or go into liquidation, then the above-written Bond or Obhgation shall be void, otherwise the same shall, subject to the provisions hereinafter contained, be and remain in full force and virtue. Provided always, that if the said A.H.G. shall not for every succes- sive term of twelve calendar months, to be computed from the 13th day of December 1907 within fifteen days after the 1st day of November in each and every year, pay or cause to be paid at the office of the Corpora- tion, the annual premium or sum of fifty pounds sterling then the Cor- poration shall at any time after such default in payment be at liberty t( > apply by Summons at Chambers to be relieved from all further liability (j86 Debentures as such Sureties as aforesaid, and such Summons having been served upon such persons as the Court shall direct, and being finally heard, all further liabiUty of the said Corporation as such Sureties as aforesaid shall, from and after the final hearing of such Summons, or from and after such other time as the Judge shall direct, cease and determine, save and except in respect of any loss or damage occasioned by any act or default of the said A.H.G, in relation to his duties as such Receiver and Manager as aforesaid previously to such cesser and determination of UabiUty. Provided always that a Certificate or Certificates under the hand of the Registrar Companies (Winding-up) of the amount which the said A.H.G. as such Receiver and Manager as aforesaid is liable to pay and has not paid, shall be sufficient and conclusive evidence against the said A.H.G. his heirs, executors, and administrators, and against the Corporation and also as between the Corporation and the said James Rigg Brougham and Henry John Hood of the truth of the contents of the said Certificate or Certificates, and that this Bond has become forfeited thereby to the amount of the sum stated in such Certificate or Certificates, and shall form a valid and binding charge and claim not only against the said A.H.G. his heirs, executors, and administrators, but also against the Corporation and the funds and property thereof, without its being neces- sary for the said James Rigg Brougliam and Henry John Hood or either of them, or their executors or administrators, first to take legal or other proceedings against the said A.H.G. his heirs, executors or administrators, for the recovery thereof, and without any further or other proof being given either by or on the part of the said James Rigg Brougham and Henrj' John Hood or either of them or either of their executors or administrators, in any action, suit or proceeding, to enforce tliis Bond against the Corpora- tion or against the said A.H.G. his heirs, executors or administrators or by or on the part of the said Corporation in any action or proceeding against the said A.H.G. his heirs executors or administrators of the amount of such damage or loss, or that the same has been sustained in- curred or occasioned by and through the act or default of the said A.H.G. wliilc in office. Provided always and it is further agreed between the said A.H.G. and the Corporation, that the said A.G.H. shall and will on being dis- charged from his Office or ceasing to act as such Receiver and Manager as aforesaid, forthwith give notice thereof in writing, and also furnish to the Corporation, free of charge, an office copy of the Order of the Court or Judge discharging him from his Office as such Receiver and Manager as aforesaid. And further that he the said A.H.G. his heirs, executors, or administrators, shall and will from time to time and at all times save, defend, and keep harmless the said Corporation and their successors, and the property and funds of the said Corporation, from and against all los3 and damage, costs and expenses, which the said Corporation or the funds or property thereof, shall or may or otherwise might at any time sustain or be put unto, for or by reason or in consequence of the said Corporation having entered into the above-written Bond for and at the request of the said A.H.G. In witness whereof the said A. H. G. has hereunto set Ixis hand and seal, and the said Corporation have hcixninto caused their CominoD Seal Receiver's Bond 687 to be aflfixed, and the said two Directors thereof have set their hands the day and year first above-written. Signed, sealed and delivered by^ the said A.H.G. in the pre- 1 senceof [A.H.G. H.P. Clerk to Messrs. W. & C. J The Seal of Thk Employers' Liability Assurance Cor- poration, Limited, was here- unto affixed in the presence of A.T.H.H. Victoria Embankment E.C, Clerk to the said Corpora- tion. Signed for and on behalf of tlio Employers' Liability Assur- ance Corporation, Limitkt). p', J-' I Directors, W.E.G. Secretary. Receiver's Security by Undertaking under O. 50. R. 16a, R. S. C, In the High Court of Justice^ Chancery Division. Mr. Justice « In the Matter of the A.B. Co. Ltd. Jones V. A.B. Co. Ltd. I X.Y. of in the county of the receiver (and manager) appointed by order dated {or proposed to be appointed) in this action hereby undertake with the Court to duly account for all moneys and property received by me as such receiver {or manager) or for which I may be held Uable and to pay the balances from time to time found due from me and to deUver any property received by me as such receiver {or manager) at such times and in such manner in all respects as the Court or a Judge shall direct. And we CD. and E.F. hereby jointly and severally {in the case of a guarantee or other company strike out ^^ jointly and severally'''') \indevidik.Q with. the Court to be answerable for any default by the said X.Y. as such receiver or manager and upon any such default to pay to any person or 688 Debentures persons or otherwise as the Court or a judge shall direct any sum or sums not csccecUng in the whole £ that may from time to time be certified by a Master of the Supreme Court (or the Registrar Companies (Winding-up)) to be due from the said receiver and we submit to the juris- diction of the Court in this action to determine any claim made under this undertaking (m). Dated this day of 19 . [SigtMtures of tM Receiver and his surety or sureties. In the case of the surety being a guarantee or other Company the seal of the Company must he affixed (?i).] CERTIFICATE OF RECEIVER HAVING GIVEN SECURITY. {Title.) I hereby certify that in pursuance of the order in this action dated the 26th day of May 1911, L.M. of London Wall Buildings in the City of London Chartered Accountant, the person who is by the said order appointed Receiver as in the said order mentioned and also to manage the business and undertaking of the Defendant Company, and who was by the said order directed forthwith to give security has given security pursuant to the said order and the Rules of the Supreme Court in that behalf. Such security consists of a Recognizance in the sum of £7000 entered into by the said L. M. and dated the 10th day of June 1911 and the joint and several Bond in the sum of £7000 entered into by the said L. M. together with the Trustees Executors and Securities Insurance Corporation Limited and dated the 10th day of June 1911. The said Recognizance and Bond have been approved by the Court and each of them is identified by my Signature in the margin thereof, and they have been duly filed in the Central Office. And the said L. M. as such receiver as aforesaid is to deliver liis accounts and pay any balances found due from him as cUrectcd by the said Order of the 26th day of May 1911 (o). The evidence adduced consists of the affidavit of L. !M. filed the first day of June 1911, the affidavit of G. T. filed the 15th day of June 1911, and the exhibits thereto, and the Receipt of the Central Office dated the 20th day of June 1911. (m) This is Form 21 (a). Appendix certify that the said Court has L., R. S. C. As to when sucli under- appointed the day of takings may l)o accepted, see O. 50, 19 and the day of r. \Q [a), supra, pp. G6G and 667. 19 , and the same days in each (n) The words in itaUcs arc succeeding year until further direct- appended to Form 21 (o). Appendix tion, to be the days on which the L., R. S. C. ; but as to the seal of said L.M. is to caiise his half-yearly the company being affixed, see the accounts to be delivered into the Masters' rules, as to these under- Chambers of the Judge [or Registrar takings, supra, pp. 666 and 667. Companies (Winding-up),] and is to (o) In this case there had been a pay tho lialaiice from time to time provioas order on these points, certified to be due on passing such whore this is not tho case this accoiuits or so much thereof as sliall j)aragraph will bo omitted and tho bo certified to bo payable as the folU)wing paragraph (or a similar Covu-t shall direct." ouo) will bo substituted : " And I Affidavit Verifying Account 689 Dated this L»8tli dayof June 1911. [Be TheExpress Motor Cab Co., Ltd., Swanslon v. The Company and Another, I'JIl — K — 435, Mr. Registrar Hood, June 2Sth, 1911.] AFFIDAVIT OF RECEIVER VERIFYING ACCOUNT. I E.C. of in the City of Chartered Accountant the Receiver and lately the Manager in this Action make oath and say as follows : — 1. The Account now produced and shewn to me marked " I " and purporting to be my ninth Account as Receiver of the Receipts and pay- ments in respect of the undertaking of the Defendant Company from the 25th day of June 1911 to the 29th day of September 1911 both days in- clusive contains a true account of all and every sum of money received by me or by any other person or persons by my order or to my knowledge or belief for my use or account in respect of the rents and profits of the freehold and leasehold hereditaments and all other the propei-ty and assets both present and future of the Defendant Company and its undertaking exclusive of uncalled capital comprised in or subject to the charge created by the Trust Deed dated the 1st August 1899 in tiic endorsement of the Writ of Summons dated the 20th April 1909 and in the Orders herein dated respectively the 9th June and 28th July 1909 mentioned from the said 25th June 1911 to the 29th September 1911 both days inclusive. 2. The several sums of money mentioned in the said Account hereby verified to have been paid and allowed have been actually and truly so paid and allowed for the several purposes in the said Account mentioned. [All the payments included therein for Advertisements were in my judg- ment proper and necessary for the maintenance of the goodwill of the Defendant Company's business.] 3. All the payments for salaries and wages included in my said ninth Account have to the best of my knowledge information and behef been duly made and are proper payments for the work done and necessary for the proper management of the Defendant Company's business. The payments made for wages in London and Croydon during the period covered by my said ninth Account are shewn respectively in the two wages books marked respectively E.C.I and E.C.2 exliibited to my former Affidavit sworn herein on the 16th and filed on the 17th March 1910. The book marked E.C.3 exhibited to such Affidavit is the London salaries book and the payments made by me in respect of salaries during the said period in London are shewn in such book. 4. As stated in my said Affidavit the book marked E.C.5 exhibited thereto is the London petty cash book and to the best of my knowledge information and belief all the items included in the said book during the period covered by my said ninth Account have been paid for the purposes therein stated and are necessary and jiroper payments to have been made. 5. The said account marked " I " is just and true in all and every the items and particulars therein contained according to the best of my knowledge and beUef. S.C.L. 44 690 Debentukes 6. The Guarantee Society my surety named in the Bond dated the 21st July 1909 is still carrying on business and no petition is pending for its winding-up. Swoen at etc. CERTIFICATE OP PASSING OF RECEIVER'S FIRST ACCOUNT. {Title.) I hereby certify, that in pursuance of the order made in this action dated the 12th day of May 1911 and the Certificate dated the 16th day of June 1911 F.J.L. of in the City of London Chartered Accountant the person appointed Receiver on behalf of the Plaintiffs and all other holders of First Mortgage Debentures of the Defendant Company of all the property of the Defendant Company except uncalled capital comprised in or subject to the security created by the said Debentures and to manage the business of the Defendant Company but the said F.J.L. was not to act as such manager after the 12th June 1911 but such appointment has been extended to 12 Aug. 1911 has left in the Chambers of the Registrar Companies (Winding-up) his 1st account as such Receiver and Manager of lus receipts and payments and allowances in respect and out of the said property and in respect of the management of the said business, from Ihe time of his appointment the 12th day of May 1911 to the 31st da}' of July 1911, both days inclusive, and such account has been passed and allowed. The said receipts amount altogether to the sum of £913 18s. dd. and the said payments and allowances amount to the sum of £774 125. M. and there is due /row the said Receiver, on the balance of his said 1st account, the sum of One hundred and thirt3--nine poimds five shiUings and elevenpence which sum of £139 os. lid. is to be retained by the said F.J.L. and accounted for by him on the passing of his next account. The particulars of the above receipts and pajTnents except as herein- after mentioned appear in the account marked " A " verified by the aflS- davit of the said Receiver filed the 24th day of August 1911 and which account is to be filed with this Certificate. In addition to the disbursements appearing in such account the said Receiver has paid or retained and been allowed the sum of £24 14s. Od. for the ascertained costs of giving security and passing the said account. I have adjourned the question of the remuneration of the said Receiver for the period covered by the said account to be dealt with on the passing of his next account. The further Evidence produced consists of the order appointing Receiver dated 12th May 1911 the order dated 26th May 1911 and the order dated 12th July 1911 the Certificate of Receiver having given security dated 16th June 1911 the affidavit of F.J.L. filed the 24th August 1911 and the exliibits thereto. Dated the 2nd day of November 1911. [Re The Cadogan Laundry Co. Ltd. Armstrong v. The Company 1911 — C — 12S4. Mr. Registrar Hood November 2nd 1911.] Certificate of Passing of Receiver's Accounts G91 CERTIFICATE OF PASSING OF RECEIVER'S SECOND AND THIRD ACCOUNTS. {Title.) I hereby certify, that in the pursuance of the Judgment made in this action dated the 27th day of April 1909 and the Certificate dated the 17th day of June 1909. E.K.H. of in the City of Chartered Accountant the person appointed Receiver but subject to the right of prior incumbrancers on behalf of the Plaintiff and other holders of the Mortgage Debentures of the undertaking and property of the Defendant Company comprised in or subject to the Charges created by the said First Mortgage Debentures except uncalled capital and to manage the business of the Defendant Company has left in the Chambers of the Registrar Companies (Winding-up) his 2nd and 3rd accounts as such Receiver and Manager of his receipts and payments and allowances in respect and out of the said undertaking and property and in respect of the management of the said business, from the 27th day of October 1909 to the 26th day of October 1910, both days inclusive, and such accounts the particulars of which are set forth in the summary hereto have been passed and allowed. The said receipts amount altogether to the sum of £7835 4s. Id. and the said payments and allowances, including £174 19s. 5d. due to the said Receiver on his 1st account, amount to the sum of £4676 16s. and there is due from the said Receiver, on the balance of his said 2nd and 3rd accounts the sum of Three thousand one hundred and fifty-eight pounds eight shillings and sevenpence of which sum of £3158 8s, Id. £2700 part thereof is to be paid by the said E.K.H. into Court to the credit of this Action as directed in the Lodgment Schedule hereto on or before the 21st day of December 1910 and the balance thereof the sum of £458 8s. Id. is to be retained by the said E.K.H. and accounted for by him on the passing of his next account. The particulars of the above receipts and payments except as herein- after mentioned appear in the accounts marked " B " and " C " respectively and respectively verified by the affidavits of the said Receiver filed re- spectively the 20th day of September 1910 and the 24th day of November 1910 and wliich accounts are to be filed with tliis Certificate. I have adjourned the question of remuneration of the said Receiver for the period covered by the said respective accounts to be dealt with on the passing of his next account. Except that of the items of disbursement in the said accounts I have disallowed that numbered 494 for £10 in the account marked " B " and I have deducted from the item numbered 758 in the said account marked " B " the sum of 15s. and in addition to the disbursements appear- ing in such accounts the said Receiver has paid or retained and been allowed the sum of £27 16s. 6cZ. as to the account marked " B " and the sum of £19 12s. 2d. as to the account marked " C " making altogether the total sum of £47 8s. Sd. for the ascertained Costs of the said Receiver and of the parties attending the passing of the said respective accounts. The further evidence produced consists of the two several affidavits of E.K.H. filed respectively the 20th September and the 24th November 692 Debentures 1910. The 3 orders dated respectively the 14th December 1909, the 30th March 1910 and the 26th July 1910. The Certificate of Passing 1st account dated 28th February 1910, and the Certificate of Lodgment dated 17th August 1910. SU]\IMARY OF ACCOUNTS. Account makked "B." £ s. d. £ s. d. £ s. Receipts . , . 11,000 8 7 Less . . . 5,554 15 6345 13 7 Payments . . . 9,705 7 9 Less . . . 5,729 14 5 3975 13 4 Balance due to Receiver on 1st account 174 19 5 Disallow Item 404 . 10 „ „ 758 (part) 15 Costs of passing account : Receivers . . 17 6 6 Parties appearing . 10 10 4150 12 9 10 15 4139 17 9 27 16 4167 14 3 Balance due from Receiver 2177 19 4 Account marked "C." Receipts 1489 11 Balance duo from Receiver on prcvious account ...... 2177 19 4 3667 10 4 Payments 489 9 7 Cost of passing account • . . . 19 12 2 509 1 9 Receivers . . . U3 6 6 Parties appearing . . ^658 Balance due from Receiver £3158 8 7 Dated the 13th day of December, 1910. Registrar Companies (Winding-up). Ceetificate of Px\ssing of Keceiver's Accounts 693 In the High Court op Justice, Chancery Division. Title of Cause or Matter: Re Hughes and Kimber, Limited, Howard v. Hughes and Kimber, Limited, 1909 — H — 1204. Ledger Credit as above. Lodgment Schedule. Particulars of Money to be lodgeil to the Account of the Paymaster-General. Person to make the Lodgment. Amount. Part of Balance due from Receiver on his 2nd and 3rd Accounts. E.K.n. (the Re- ceiver.) £ 2700 s. d. 2700 Total amount ) Two thousand seven in words / hundred pounds. Dated this 13th day of December, 1910. Registrar Companies (Winding-up). {^Rp Hughes ami Kimber, Ltd., Howard v. The Comjmny, 1009 — H — 1204, Mr. Rogistrar Hood, Daceml)er 13l,h, 1910 ] CERTIFICATE OF PASSING OF RECEIVER'S SECOND AND FINAL ACCOUNT. {Title.) I hereby csrtif y, that in pursuance of the Judgra:5nt made in this action dated the 21st day of Februar}' 1908 and the Certificate dated tiie 12th day of May 1908 G.R.F. of in the City of Chartered Accountant the person apipointed Receiver on behalf of the Plaintiff and tlie other holders of an issue of 5 per cent. Debentures of tiie Defendant Company of the undertaking and all the property present and future of , the Defendant Company except its uncalled capital for the time being charged by the Defendant Company to the Plaintiff and the other Debenture- holders ajid to manage the same but the said G.R.F. was not to act as Manager beyond the 21st May 1908 without the leave of the Judge has left in the Chambers of the Registrar Companies (Winding-up) his 2nd and final account as su^li Receiver and Manager of his receipts and pay- ments and allowances in respect and out of the said undertaking and pro- perty from the 21st day of August 1908 to the 5th day of April 1911 both days inclusive, and such account has been passed and allowed. The said receipts amount altogether to the sum of £2207 9s. 4d. and the said pay- ments and allowances amount to the sum of £207 95. 3fZ., and there is due 094 Debentures from the said Receiver, on the balance of his said 2nd and final accotint, the sum of £1940 Os. Id. which sum of £1940 05. Id. is to be paid by the said G.R.F. into Court to the credit of this action as directed by the Order in this action dated 10th February 1911 on or before the 19th day of April 1911. The particulars of the above receipts and payments except as herein- after mentioned appear in the accounts marked B and C verified by the 2 several affidavits of the said Receiver filed respectively the 1st day of November 1910 and the 7th of April 1911 and which account is to be filed with this Certificate. Except that of the items of disbursements in the said account I have disallowed that numbered 3 amounting to £21 6s. Qd. and in addition to the disbursements appearing in such account the said Receiver has paid or retained and been allowed the sum of £200 for his remuneration down to the close of the Receivership and a further sum of £11 18s. 2d. for his ascertained costs of passing the said account. The further Evidence produced consists of the Certificate of passing Securities 1st a/c dated 6th April 1909 the 2 several affidavits of G.R.F, filed respectively the 1st November 1910 and the 7th April 1911 the Certi- ficate of Lodgment into Court of balance due from Receiver on his 1st account dated 13th May 1909, and the Order dated 10th February 1911. Bated the lOtli day of April 1911. In the High Court of Justice, Chancery Division. Title of Cause or Matter: Re The Anglo- Argentine Shipping Company, Limited, Ilallv. The Company, 1908— A— 266. Ledger Credit as above. Lodgment Schedule. Receiver's Balance to be lodged pursuant to Order dated the 10th day of February, 1911. Particulars of Money to be lodged to Account of the Paymaster-General. Balance due from Receiver on ills 2nd and final Account. Person to make the Lodgment. G.R.F. (Receiver). Amount. £ 1940 1940 d. 1 Total amount | One thousand nine hundred and in words / forty pounds and one penny. Registrar Con panics (Winding-up). [Ee The Anglo- Argentine Shipjnng Co., Ltd., Hall v. The Company, 1908— A— 266. Mr. Registrar Hood, April 10th, 1911.] Order to Attorn to Receiver 695 order on tenants to attorn to receiver. Upon Motion this day made unto this Court by Counsel for the Plain- tiffs. And upon hearing Counsel for the Defendant Company and for E.A.P. and L. de R. the Respondents to this Motion. And upon reading the Order dated 11th January 1910 (appointing Receiver) the two several Affirmations of C.S.G. filed respectively the 7th and the 11th April 1911 the Affidavit of C.C. filed the 8th April 1911 the Affidavit of W.U.P. filed the 11th April 1911 and the Affidavit of E.A.P. and L. de R. filed 10th April 1911 and the several Exliibits in the said Affirmations and Affidavits or some of them respectively referred to. And the Respondents the said E.A.P. and L. de R. by their Counsel undertaking to forthwith pay the Head rent due in respect of the premises of the Defendant Company situate at in the County of London on the 25th March last to R. and C. Limited and the proportion of Rent (if so ordered) from the said 25th March until the date of this Order to C.C. the Receiver in this Action. It is oedeked that the Respondents the said E.A.P. and L. de R. do attorn and become Tenants to the said C.C. the Receiver appointed in this Action in respect of the said premises situate at aforesaid together with all the Furniture Fittings and appurtenances upon the said premises at the rent of £ per week from the date of tliis Order. And it is Ordered that the Respondents the said E.A.P. and L. dc R. be at hberty to apply as they may be advised. And the Plaintiffs and the Defendants are to be at liberty to apply as to Costs and otherwise generally as they may be advised. [Re Blanchards Ltd. Hodson v. The Company, 1910 — B — No. 4. Mr. Justice Swinfen Eadv, April 11th 1911.] ORDER TO DELIVER UP POSSESSION OP THE COMPANY'S BUSINESS AND PREMISES TO RECEIVER AND MANAGER. {Title.) Upon the application of the Plaintiffs by Summons dated the 27th day of June 1911. And upon hearing Counsel for the Plaintiffs and for E.A.P. and L. de R. the Respondents to the said Summons. And upon hearing the Solicitors for the Defendant Company and upon reading the Order of Attornment dated 11th April 1911 an Affidavit of C.C. filed the 28th June 1911 and the Exliibits therein referred to and the Joint Affidavit of E.A.P. and L. de R. filed the 5th July 1911. It is Ordered that the said E.A.P. and L. de R. do deUver up pos- session of the Restaurant and premises situate at in the County of London. Together with all the Furniture Fittings and Appointments upon the said premises to the said C.C. the Receiver appointed in this Action at 12 o'clock Noon on the 15th July 1911. And it is Ordered that the said E.A.P. and L. de R. do forthwith pay to the Receiver the said C.C. the sum of £ (being as to £ part thereof for Arrears of Rent due under the said Order of 11th April 1911 and as to £ the balance thereof the proportion of the 696 Debentures Head rent due in respect of the said premises from 25th March 1911 to the 11th April 1911), and do also pay the Electric Light and Gas Accounts for Current supplied up to 12 o'clock on the said 15th July 1911. And it is Ordered that the said Receiver C.C. be at liberty to carry on the business of the Defendant Company up to the 31st July 1911 and to use the moneys in his hands (about £ ) to meet the current expenses of the said Business and if necessary in order to avoid the supply being cut off to be at hberty to pay the said Electric Ught and Gas Accounts. And it is Ordered that the said C.C. as such Receiver do take over any consumable Stores upon the said premises belonging to the said E.A.P. and L. de R. at Invoice prices and that the amount due in respect of such Stores be set off against the amount of £ due from the said E.A.P. and T. de R. as aforesaid. [Re Blanchards Lid. Iloclson V. The Company, 1910 — B — No. 4. Mr. Registrar Hood, July 14th, 1911.] ORDER GIVING RECEIVER LIBERTY TO BORROW AND TO MAKE CERTAIN PAYMENTS OUT OF THE MONEYS BORRO^VED. {Title.) Upon the application of the Plaintiff by Summons dated 18th Februar}- 1909. And upon hearing Counsel for the Apphcants and for the Defen- dants B.B.T. and The P.A.C. and the Solicitors for the Defendant Company and for the Defendants F. and S. and S. And upon reading the Judgment dated 12th February 1909 and an Affidavit of W.C.J, filed 2(Hh I'^^bruary 1909 and Exliibits therein referred to and the Crystal Palace Company's Acts 1877, 1881, 1887, 1895. It is Ordered that W.C.J, tiie Receiver of the Defendant Companj-'s undertaking and property and Manager of the Defendant Companj^'s business be at liberty : — (a) To borrow or raise at interest at a rate not exceeding 5 per cent, per annum upon the Security of tlie U^ndertaking and property if the De- fendant Company or some part thereof and in priority to the Delx^nture Stocks of the Defendant Company a sum not exceeding the sum of £ for discharging such liabihties present and future of The Crj'stal Palace Company as are necessary to be paid forthwith in order to carry on as a going concern the business of the Defendant Company. {h) To pay The South Suburban Gas Companj' the arrears for Gas supplied to the Defendant Company amoujiting to £ out of the said £ to be raised as before mentioned. (r) To pay to The MetropoUtan Water Board out of the said sum of £ to be raised the arrears for Water Rate amounting to £ But the Charge in respect of the said sum of £12,000 shall be subject to the Costs and Expenses of the said Receiver including liis remuneration and the Costs of this Motion. And the Costs of this application are to be Costs in the Action. [7ie The Cri/stal Palace Co. Fox v. The Companij, 1909— C— 324. Joyce, J., March 1st, 1!)09.] Order Authorizing use of Liquidator's Name 697 ORDER GIVING RECEIVER IN DEBENTURE-HOLDER'S ACTION LEAVE TO TAKE PROCEEDINGS IN LIQUIDATOR'S NAME FOR GETTING IN CALL (ry). In the High Court of Justice, Chancery Division. 1893 H. No. 450. Companies (Winding-up). Me. Justice Vaughan Williams. Monday the 12th day of June 189.3, Between Cartmell Harrison (on behalf of liimsolf and all other Holders of Debentures of tiie Defendants The St. Etienne Brewery Company Limited), Plaintiff, and The St. Etienne Brewery Company Limited Defendants. and 003G of 1893. In the matter of The Companies Acts 1862 to 1890. and In the Matter of The St. Etienne Brewery Company Limited. The apphcation of the Plaintiff in the above Action by Summons dated the 12th of May 1893 which upon hearing Counsel for the AppUcant and the Sohcitors for E.H.C. the Liquidator of the above-named Company in Chambers was adjourned to be heard in Court and coming on this day to be heard accordingly. And upon hearing Counsel for the Applicant and for the said E.H.C. the Liquidator of the above-named Company. And upon reading the Order in the above Action appointing Receiver dated the 3rd day of February 1893 the Affidavit of the Plaintiff fded the 12th May 1893 the Affidavit of E.H.C. filed the 18th May 1893 the Order to continue the Voluntary Winding-up of the said Company subject to the supervision of the Court dated the 20th February 1893. It is Ordered that upon the Liquidator of the above-named Company being properly indemnified (such Indemnity to be settled in the Chambers of the Registrar in Companies Winding-up in case the parties differ) against all Costs charges and expenses which the said liquidator has already incurred in the winding-up (such costs charges and expenses being Umited to the Costs of and occasioned by making the call hereinafter mentioned) or may be put to or may become liable to pay in respect of such Indemnity or Actions or other proceedings as are hereinafter referred to W.B.P. the Receiver in the above Action be at liberty in the name of the Liquidator or the Company to get in and bring such Actions ov take such other pro- ceedings as may be necessary for getting in the Calls and any other moneys due and remaining unpaid in respect of Shares held by the Contributories respectively of the said Company. (q) At the date of this order Company" — this was introduced debenture-holders' actions were by the order of the Lord Chancellor not headed "In the Matter of the of November 29, 1895. 698 Debentures And it is Oedered that the Books of the said Company shall remain in the Custody of the said Liquidator and that the Receiver shall have liberty to inspect the same at all reasonable times. And it is Ordered that the Costs of all parties of this AppHcation be Costs in the Winding-up. A judgment in the action will always be necessary, and an order for an account under Order 15, R. S. C, will not suffice (r). Much the most usual course is for the company to consent to judgment on the application for a receiver. Where this course is not taken, the next step in the action, after an application for the appointment of a receiver and after an appearance has been entered, is to take out a summons for directions under Order 30, R. S. C. If the parties agree and the company appears before the master and agrees to appear at the hearing by counsel and to consent an order may be made on such summons that the evidence may be taken by affidavit, and in such case, but not otherwise (s), the order on the summons for directions may order the action to be set down for hearing on minutes without pleadings as a short cause (in which case the ordinary ten days' notice of trial under Order 36, r. 14, R. S. C. is necessary), or, and this is the better course, an order may be made on such summons that the action be set down on motion for judgment without pleadings to be heard on minutes as a short cause, in which case two clear days' notice is required {t). It is more usual, however, to require a statement of claim to be delivered even in cases where the company appears before the master and agrees to appear by counsel at the hearing and to consent (m). If the parties do not agi-ee to affidavit evidence the order on the sum- mons for dii-ections must direct delivery of a statement of claim in the ordinary way. No summons for directions can be taken out against a person who has not put in an appearance, and in such a case the right course is to file a statement of claim and affidavit of service under Order 13, r. 12, R. S. C, and then, after the expiration (r) United Press, 1912 — U — Xo. Even where the usual order in a 435, Eady, J. (in chambers) 23rd debenture-holder's action is taken July, 1912. minutes must be left with the (s) Gutta Percha Corporation, Judge : Automatic Machines, Ltd., [1899] W. N. 251 ; Kitson Empire [1902] W. N. 236. For forms of Electric Lighting Co., [1910] W. N. judgment, post, pp. 701 et seq. 154. {u) Dupont, Ltd., [1906] W. N. (t) O. 40, r. 1, R. S. C. Ee 14 ; Cadogan and Hans Place Pringle (1903), 89 L. T. 743. Where Estate,ibid., 112. In the latter case tlie action is to come on without there was an affidavit. Pleadings pleadings on notice of motion, copies are of course not necessary where of the affidavits in support should judgment is taken by consent on he left with the papers for the tho hearing of an application to Judge : Church Stretton Mineral appoint a receiver. Water Co. (1904), 52 W. R. 375. Form of Statement op Claim 699 of ten days (cp. Order 27, r. 11, R. S. C.) a notice of motion may be filed and the motion set down. A statement of claim cannot be dispensed with in these cases {x). STATEMENT OF CLAIM IN DEBENTURE-HOLDER'S ACTION. {Title same as Writ.) 1. The Defendant Company (hereinafter called the Company) was incorporated under the Companies Acts 1908 to 1917 on or about the 19th January 1918 with a capital of £20,000 divided into 20,000 shares of £1 each. 2. The objects of the Company as set forth in its memorandum of Association are : — " (1) To carry on the business of hvery stable keepers in all its " branches. '* (2) To acquire and take over the business of a hvery stable keeper "heretofore carried on byA.B. at Oxford and with a view thereto " to enter either with or without modification into an agreement " which has already been prepared and which is expressed to be " made between the said A.B. of the one part and the Company " of the other part and wliich has for the purpose of identification " been signed by CD. a solicitor of the Supreme Court. *' (3) To borrow or raise money and to issue bonds debentures debenture •' stock mortgages or other instruments either to bearer or otherwise "and either conferring no charge or conferring a fixed charge or a " floating charge or both upon all or any part of the assets and '• undertaking of the company including its uncalled capital and "so that any such debentures or debenture stock or any deed " securing the same may contain a conthtion making the deben- "tures or debenture stock irredeemable or redeemable only on the "happening of any contingency however remote or on the expira- "tion of a period however long " and certain other objects. 3. By article 90 of the Company's articles of association it is provided that the amount for the time being remaining undischarged of the moneys borrowed or raised by the directors for the j)urposes of the Company shall not exceed the amount for the time being of the issued capital of the com- pany without the sanction of the company in general meeting. 4. The Company duly obtained a certificate that it was entitled to commence business and by a resolution passed on the 25th May 1918 at a duly convened meeting of the directors of the Company it was resolved to issue at par a series of 20 debentures of £100 eacli bearing interest at the rate of 6 per cent, per annum. At the same meeting llie form of such debentures was approved. 5. All the debentures authorized by the said resolution have been issued and the prescribed particulars relating to the mortgage or charge thereby created has been filed with the Registrar of Joint Stock Companies, The plaintiff ,is the registered holder of 10 of such debentures. {x) lie Norman, [1900] W. N. 159. 700 Debentures 6. The said debentures are all in the same form and so far as material contain the following clauses in the following words that is to say : — " (1) The Company Limited (hereinafter called the Company) " hereby covenants to pay to of in the County " of or other the registered holder hereof the sum of £100 "on the 24th day of June 1928 or on such earlier day as the " principal hereby secured shall be payable in accordance vith " the conditions endorsed hereon. " (2) The Company hereby covenants to pay to the registered holder " hereof interest on the said sum of £100 until repajTuent thereof " at the rate of 6 per cent, per annum by equal half-yearly pay- " ments on the 25th day of December and the 24th day of June "in every year the first of such pa3Tiients to be made on the " 2oth December 1918. " (3) The Company hereby charges with the payments aforesaid by " way of floating security its undertaking and all its assets what- • " soever and wheresoever including its uncalled capital for the " time being. " (4) This debenture is issued subject to and with the benefit of the " conditions endorsed hereon." 7. The conditions endorsed on each of the said debentures contained amongst other provisions the following provisions in the following words. " (1) This debenture is one of an issue of 20 debentures each for " securing a sum of £100. All the said debentures are in the '" same form and rank pari passu in point of charge. " (8) The principal moneys will become payable, (a) If the company " makes default for a period of two months in payment of any " interest hereby secured." 8. The Company failed to pay the interest due and payable in respect of tlie said debentures on the 25th December 1918 and such interest was at the date of the issue of the writ in this action {y) and is still unpaid. !). By an order made in this action and dated the IGtli March 1919 Mr. of in the County of London chartered accountant was appointed receiver and manager of the undertaking and all the assets whatsoever and wheresoever of the defendant company comprised in and charged by the said debentures but it was by the said order provided that ho should not act as manager after the IGth day of June 1919 without the leave of the judge. Since the said order the said has been and he is now carrying on the business of the companj'. 10. The Company has issued a series of 20 second debentures for £100 each and the defendant X. Y. is the holder of 10 of such debentures. 11. The plaintiff claims on behalf of himself and all other holders of mortgage debentures of the company of the same issue as his debentures. (1) A declaration that the plaintiff and all other the holders of mortgage debentures of the defendant Comi^any of the same issiie as the plaintiff's debentures are entitled to a charge upon the under- taking and all the assets of the defendant companj' whatsoever (y) It is usual to state the date of mont of claim immediately before the issue of the writ on the state- the title of the action. Judgment in Debenture Action 701 and wheresoever including its uncalled capital for the lime being for the repayment of the principal and interest in the debentures mentioned. (2) An account of what is due to the plaintiff and the other holders of mortgage debentures of the defendant Company of the same issue as the plaintiff's debentures. (3) All usual accounts and inquiries. (4) Foreclosure or sale. (5) That the period during which the receiver and manager appointed in this action is to act as manager be extended for such further period as this Court may think fit. FORM OF JUDGMENT IN DEBENTURE-HOLDER'S ACTION WHERE NO TRUST DEED (s). {Title same as in the Writ.) Declare that the plaintiff and all other the holders of mortgage deben- tures of the defendant company of the same issue as the plaintiff's debentures are entitled to a charge upon [here follow the description of the property in the debenture wliich is produced to the Registrar] for securing the repa^^- ment of the principal moneys and interest in the debentures mentioned. Let the following accounts and inquiries be taken and made. (1) An account of what is due to the plaintiffs C. D. and the other holders of mortgage debentures issued by the defendant company under and by virtue of such debentures {a) [if more than one series has been issued add " distinguishing the holders of the first mortgage debentures and the second mortgage debentures in the statement of claim referred to "]. (2) An inquiry of what the property comprised in or charged by the said mortgage debentures consists and in whom the same is vested. (z) This is the common forna of 154, Parker, J., declined to declare judgment settled in Wolverhaynptoii a charge in the absence of evidence ; District Brewery, [1899] W. N. and see Gregory, Love 7ipamj, [190G] C. (a) Re W. C. Home and Sons, 1881, a summons was taken out Ltd., [1906] 1 Ch. 271. See order, after the order on further considera- post, pp. 721 et seq. tion to determine what were costs {b) Harrison v. Cornwall Minerals of reahzation : see summons and (1884), 32 W. R. 748. order below, pp. 734 et seq. (c) Clayton Engineering Co. (I90i}, (y) Carrick v. Wigan Tramways, 90 L. T. 283. [1893] W.N. 98; Batten v. Dartmouth {d) Batten v. Wedgwood Coal and Harbour's Commissioners (1890), 45 Iron Co. (1884), 28 C. D. 317. C. D. 612. See order in Cambrian Payments on Account 717 this would appear to be a matter for the Taxin<:;-Master(c). Where a security is insufUcient to pay principal and interest in full, costs incurred by a debenture-holder in proving his title will be added to his security and proved for (/) . A certificate giving a round sum on account of costs is not one to which, under 0. 65, r. 27, sub-r. 9, R. S. C, no objection can be carried in after the Master has signed ig). The ordinary rule, where there has been partial realization in a debenture-holder's action, is to apply the proceeds of sale first in paying the interest, as that does not carry interest, and then in repaying the principal (h) ; but where the security is believed to be insufficient to pay both principal and interest, it is not usual to pro- ceed with the interest account, but payments will be made generally on account. It is probably better to insert words to this effect in the order, but the mere fact that payments have been made on account of principal, will not amount to a final appropriation of the moneys to principal, so as to preclude claims to interest on the amounts paid, if the security ultimately proves sufficient, in cases where, as is usual, the instrument creating the security directs that interest shall be paid in priority to principal out of the proceeds of realization (i). In the converse case where payments have been made on account of interest, but there has been no final appropria- tion, the Couit will, if the security prove deficient, treat such pay- ments as payments on accoun*^ of principal, and disallow any claims of the Revenue authoii.ies to income-tax thereon {k). Apart from express provision in the trust deed or debentures, each debenture- holder will be entitled to claim against the fund for the whole amount due to him for principal and interest at the time when the charge became fixed ; and where at that time the interest on some debentures is more in arrear than is the interest on others, there can be no levelling up {I). In a very exceptional case, where there were sufficient assets to pay 18s. Id. in the £, and an enormous number of persons with claims for under £2 each, the Court ordered that such persons should be paid in full at once, this course being in the interest of all concerned, as the costs of paying dividends to such persons would, with the dividends, have amounted to more than (e) Re Crawshay (1890), 45 C. D. only to allow interest up to the date 318. of liquidation : Re Pcnninolon, [1914] (/) Tic'Jiurst and District Water 1 Ch. 203, at p. 212. and Gas Co. (1915), 139 L. T. Jo. (t) Calgary and Medicine Hat 295. Land Co., [1908] 2 Ch. 052. (g) Harper v. Firhank, [1918] 2 (k) Smith v. Law Guarantee and K. B. 509. Trust Society, [1904] 2 Ch. 5G9. {h) Re Pennington (1913), 109 L. {I) Midland Express, [1914] I Ch. T. 815. The ordinary rule in the 41. case of an insolvent company is 718 Debentures the payment ordered (m). Mortgagees are not entitled to tlie benefit of the doctrine of fraudulent preference (w). The position of deben- ture-holders against whom the company has cross demands, would appear to be as follow.s : the demand by and the demand against the company, putting aside the case where the company's claim is for calls (o), can usually be set off against one another {p), where both claims existed at the date of the winding-up (7), and since section 10 of the Judicature Act, 1875 (now replaced by section 207 of the Companies (Consolidation) Act, 1908), came into force, the rule applies even where the cross claim is for unliquidated damages (/•). There are, however, exceptions to this rule, e.g. where the debt due from the debenture-holder arises from misfeasance proceed- ings (s), or cannot possibly result in a money demand (t). It was held that there could be no set-off where the claim by the company was in respect of unpaid instalments on the debentures, as there was no debt, as no action for damages had been brought, and an action for specific performance would not have lain, owing to the debentures having been issued under an agreement made before the passing of the Companies Act, 1907 (w). If at the date of the winding-up there is no right of set-off or mutual credit, then the debenture-holder will not be entitled to receive anything from the fund, tmless he has made good his debt to it (x). If such debt is presently payable at the date of the dis- tribution of the fund {y) the mere fact that the amount of the debt has not then been ascertained will not entitle him to participate in the fund (2). The adnoinistration of the fund in such a case would appear to be worked out as follows : treat the debt due fiom the debenture-holder as having been paid so as to ascertain the total amount divisible among the debenture-holders, then ascertain what (m) National Penny BanTc, 1914 — 9 A. C. 434. N— No. 924, Neville, J., 20th Oc- (s) Ex parte Pelly (1882), 21 tober, 1914. C D. 492; Leeds and Hartley (n) Wilmott v. London Cclhdoid Theatre of Varieties, [1904] 2 Ch. 45. (1886), 34 C. D. 147. (t) EherWs Hotels, etc., Co. v. (o) Usually in the case of Hmited Jonas (1887), 18 Q. B. D. 459; cp. companies there can be no set-ofi in Thornc {H. E.) S Son, [1914] 2 Ch. these cases. The matter is dealt 438. with mider winding-up, infra, pp. («) Smelling Corporation, [1915] 1301 et scq. 1 Ch. 472 ; cp. Jewell's Settleiticnt, (p) Ex parte James (18G9), 8 Eq. [1919] 2 Ch. 161. 225; Anderson's Case (1866), 3 Eq. (x) Leeds and Hanley Theatre of 337. Varieties, [1904] 2 Ch. 45. (,q) Ex parte Theys (1884), 25 {y) Re Abrahams, [\QOi] 2 C\y. Q9. C. D. 587. {z) Rhodesia Goldfields, [1910] 1 (r) Mersey Steel and Iron Co. v. Ch. 239. Naylor (1882), 9 Q. B. D. 648; (1884) Set-Off 719 sum the debtor is entitled to as his dividend in respect of his deben- tures out of such total amount. If he is entitled to a larger amount than his debt he will get the difference, otherwise he will get nothing (a). This may result in the assets of each of two insolvent companies which have cross-claims against each other being dis- tributed as if neither of such claims existed (6). The position of an assignee, if the debenture is not a negotiable instrument and does not contain any condition protecting him, is that he takes the debenture f-ubject to any cross demand which arises out of and is inseparably connected with the issue of the debenture (c), and also subject to any debt whether presently payable (d) or not (c) which the company had against the holder of the debenture at the time of the winding-up (/), or at the time of the assignment if that was previous to the winding-up (g), but not to liabilities which subse- quently ripened into debts {h). INTERIM ORDER FOR DISTRIBUTION. {Title same as Writ.) Upon the application by summons dated etc. of the plaintiff for tlie further consideration of tliis action adjourned by the judgment dated the 10th June 1904 and upon hearing the SoUcitors for the applicant and the defendants for the S.M. Co. Limited debenture-holders and upon reading the said judgment the Master's Certificate dated 6th April 1905 and the affidavit of J.D.P. and the exliibits therein referred to and the affidavit of S.V. and W.C.H. and the exhibits therein referred to being a certificate of the death of S.A.A. and probate of the will of the said S.A.A, granted on the day of to the said S.V. and W.C.H. and the certificate of the fund. It is ordered that the funds in Court be dealt with as directed in the schedule hereto the payments thereby directed being a dividend of 15 shillings in the £ on account of the principal sums secured by the debentures of the defendant Company (i). (a) Leeds and Hanley Theatre of assignment being subsequent to the Varieties, [1904] 2 Ch. 45. winding-up the assignee took sub- (&) National Live Stock Insurance ject to all caUs whether actually Co., [1917J 1 Cb. 628. made or not. (c) Government of Newfoundland {g) Christie v. Taunton Delmard V. Newfoundland Railway (1888), 13 [1893] 2 Ch. 175. A. C. 199. {h) Watson v. Mid Wales Railway {d) Wilson V. Gabriel (1863), 4 (1867), L. R. 2 C. P. 593. B. & S. 243. (i) It is perhaps unnecessary to (e) Christie v. Taunton Delmard, reserve liberty to apply in cases [1893] 2 Ch. 175. See also Goy L. and W.J.B. of tlic other part. 736 Debentures Between Abraham L3^on and William John Bolt Plaintiffs, and Callendcr's Paper Manufacturing Co. Limited T.N.B. Limited E.F. and E. Company Limited H.I.S. and R.M.N, and J.F.S. Defendants. Upon the application of the Plaintiffs by Summons dated the 1st day of December 1910. And upon hearing Counsel for the Apphcant and the Sohcitors for the Defendants E.F. and E. Company Limited and for J.H.P. the Receiver and Manager named in the Order on Further Con- sideration in this Action dated 20th July 1909. And upon reading the said order. And the Judge being of opinion that the costs of reahzation and of the abortive Sale in the said Order mentioned do not include any of the Costs of any step or proceeding in this Action and do not include Costs in respect of the following matters (that is to say) : — (a) Abortive negotiations with proposing Purchasers other than C. and M. {b) Proposed misfeasance proceedings. (c) Paj^ment into Court of proceeds of Sale. (f^) Landlord's Summons for Re-entry and consequent thereon. (/) Originating Summons to confirm Contract for Sale and consequent thereon. (£7) Order to vary Contract dated 18th December 1906 and the Sum- mons upon which the said Order was made. {h) Order for Resale dated 19th July 1907 the Order of the 1st November 1907 the Summons upon wliich the last-mentioned Order was made and the Costs consequent upon all of the same respectively. (i) Proceedings against defaulting Purchasers. And the Judge being of opinion that the Plaintiffs Costs of such of the negotiations with C. and M. referred to in Item (e) of the said Summons of 1st December 1910 as were properly incurred ought to be included in the Plaintiffs Costs of the abortive sale in the said Order on Further Con- sideration dated 20th July 1909 mentioned Doth Oeder accordingl3\ AxD IT IS Ordered that the Costs of the Defendants E.F. and E. Co. Limited and of J.H.P. the said Receiver and Manager of this appHcation be paid by the Plaintiffs A.L. and W.J.B. to the said Defendants E.F. and E. Co. Limited and the said J.H.P. the Receiver and Manager such Costs to be taxed. CHAPTER VIII. Petitions. Reduction op Capital. Subject to confirmation by the Court a company limited by shares, if so authorized by its articles {a), may by special resolution reduce its share capital (6) in any way, and in particular and without pre- judice to the foregoing power may — (a) extinguish or reduce the liability on any of its shares in respect of share capital not paid up ; or (6) either with or without extinguishing or reducing liability on . any of its shares, cancel any paid-up share capital which is lost or unrepresented by available assets ; or (c) either with or without extinguishing or reducing liability on any of its shares, pay off any paid-up share capital which is in excess of the wants of the company ; and may, if and so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly (c). In cases where the articles of association do not contain any power to reduce capital, three meetings will be necessary : there must first be a special resolution to alter the articles, and at the second meeting after such resolution has been passed and confirmed, the reduction must be passed as an extra- ordinary resolution, such extraordinary resolution being subse- quently confirmed as a special resolution (d). An application is (a) A power in the memorandum {d) Cp. West India and Pacific is useless : Dexine Patent Packing Steam^hijj Co. (18G8), 9 Ch. 11 n. ; and Rubber Co. (1903), 88 L. T. Patent Invert Sugar {\^8ri),Z\ G.T>. 791. IGG ; and Oregon Mortgage Co., (6) Stock may bo reduced under [1910] S. C. 904, which establish these powers : Household Property that the special resolution for and Investment Co., [1912] W. N. 110. altering the articles and the special (c) Companies (Consolidation) resolution for reduction cannot be Act, 1908, s. 40. Those provisions passed concurrently ; and John apply also to companies limited by Crossley and Sons (1892), W. N. 55, guarantee and having a share which shows that the first part of capital, if registered on or after the resolution for reduction may be January 1, 1901 : ibid., s. 56. passed at the meeting for confirming S.C.L. 47 738 Petitions then made by petition to the Court (e) for an order confirming the reduction (/). From the confirmation by a company of a resolution for reducing share capital or, where the reduction does not involve either the diminution of any liability in respect of any unpaid share capital or the payment to any shareholder of any paid-up share capital, from the presentation of the petition for confirming the reduction the company must add to its name until such date as the Court may fix, the words " and reduced " as the last words of its name {g), and those words will, until the date so fixed, be deemed to be part of the name of the company {h). Apparently a company which abandons a scheme for reduction, which it has started, will have to get leave to discontinue the use of the words " and reduced " (i). In cases where the reduction does not involve either the diminu- tion of any liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital the Court may, if it thinks expedient, dispense altogether with the addition of the words " and reduced " {k). Where the proposed reduction of share capital involves either diminution of liability in respect of unpaid share capital or the pay- the alteration of the articles ; see also Union Plate Glass Co. (1889), 42 C. D. 513, for a caso where this course was adopted. (e) The Court means the Court having jvirisdiction to wind up the company : Companies (Consohda- tion) Act, 1908, s. 285. As a niattor of fact, the petition may be presented either to any Judge of the Chancery Division (such Judge being ascertained by ballot in the ordinary way) or to the Judge having jm-isdiction to wind up the company. Tliis was the case before the Act came into force : Islington and General Electric Supply (1892), W. N. 81 ; and Ocean Queen Steamship, [1893] 2 Ch. 666, and is so still : see General Order as to Reduction of Capital of 1909 : Essex and Suffolk Equitable Insur- ance, [1909] W. N. 102. For cases where there is a county court which has jurisdiction to wind up the company : Bugeley Gas Co., [1899] W. N. 127 ; Pcrtsmouth and District Vacuian Cleaner Co., [1908] W. N. 203, and infra, p. 803, note (c). ISfo rules have been made in either of the Palatine Courts under the Act, and the rules and practice of the High Court are consequently applicable. In the County Courts O. 41 A of the County Court Rules set out in Appendix IV. to this book applies. In the High Court the affidavit in support is required when the petition is presented, but further affidavits may be made afterwards. (/) Companies (Consolidation) Act, 1908, s. 47. (g) In Jolm T. Clark (Sc Co., [1911] S. C. 243, the omission of those words without leave was held to deprive the Court of its juris- diction to sanction a reduction. (7i) Companies (Consolidation) Act, 1908, s. 48. {i) Mordey, Carney db Co. (1885), 53 L. T. 736 ; see also Kirkstall Brewery (1877), 5 C. D. 535. (Ar) Companies (Consolidation) Act, 1908, s. 48. See post, p. 773 and p. 779, as to the cases where the Court will allow the words " and reduced " to be dispensed with. fl^ANCTION OF THfi CoURT 7S9 Hient to any shareholder of any paid-up share capital, and in any other case, if the Court so directs, every creditor of the company who at the date fixed by the Court is entitled to any debt or claim which, if that date were the commencement of the winding-up of the company would be admissible in proof against the company will be entitled to object to the reduction (l). The Court, if satisfied with respect to every creditor of the company who is entitled to object, under the last cited provision, that either his consent to the reduction has been obtained or his debt or claim has been discharged or has determined or has been secured, may make an order confirming the reduction on such terms and conditions as it thinks fit (m) . Under the old rules, a creditor whose existence was known of, and who simply lay by and did nothing, was, even when his identity was unknown, not considered to have consented to the reduction {n) ; but, under the present rules, a resolution of debenture-holders passed under a power in their trust deed has been held to be sufficient to show the consent of unknown members of the class, who did not actively object (o). Once the Court is satisfied that this section has been complied with and that the resolutions have been duly passed, it would seem that the Court should sanction the reduction unless it considers that it ought to refuse its sanction out of regard to the interests of those members of the public who may be induced to take shares in the company, or because it does not consider that the reduction is fair and equitable as between the different classes of shareholders {p). Generally speaking, in ascertaining how a loss should be borne between different classes of shareholders, the Court acts upon the principle that a reduction is a sort of anticipation to a limited extent (I) Companies (Consolidation) (1871), 11 Eq. 356 was not fol- Act, 1908, s. 49. As to settling the lowed. It may be noticed that list of creditors and the other pro- under the general orders in force at ceedings required by this section, the date of these decisions creditors see post, pp. 754 et seq. Under were required to consent in writing ; these provisions a lessor is entitled this is no longer so : General Order to have a sum appropriated to as to Reduction of Capital, 1909, answer future rent : Telegraph Con- rr. 16 and 17, and it may be that in struction Co. (1870), 10 Eq. 384. In some cases it will be competent for Palace Billiard Rooms, [1912] S.C. a certificate to find that a creditor, G, a landlord was held entitled to whose identity is unknown, has have a sum equivalent to the full consented to a scheme, amount of his future rent set aside. (o) Hydraulic Power and Smelting (m) Companies (Consolidation) Co., [1914] 2 Ch. 187. Act, 1908, a. 50. (p) Poole v. National Panic of (n) Patent Ventilating Granary China, [1907] A. C. 229 ; British and Co. (1879), 12 C. D. 254 ; Bull American Trustee and Finance Cor- Hotel Co. (1882), 27 Sol. J. 434, in poration v. Gouper, [1894] A. C. 399. which Credit Fonder of England 740 Petitions of what Would take pliice in a winding-up (auy securing payment of his debt or claim by appro- priating, as the Court may direct, the following amount ; (that is to say)— (i) If the company admits the full amount of his debt or claim, or though not admitting it is willing to provide for it, then the full amount of the debt or claim ; (ii) If the company does not admit or is not willing to provide for the full amount of the debt or claim, or if the amount is contingent (g) or not ascertained, then an amount fixed by Court after the like inquiry and adjudication as if the company were being wound up by the Court {h). In cases where the proposed reduction of share capital involves either diminution of liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital, the Court cannot dispense with a list of creditors being settled (i). In such cases the procedure is as indicated by the following notes and forms, and the form of order will according to circumstances be either in the following form which is Form 1 in the schedule to the order as to reduction of capital 1909, or in some similar form. FORM OF ORDER ON SUMMONS IN CASES WITHIN SECTION 49 (1) OF THE ACT (k). (Title same as Petition.) Upon the application of the petitioner by summons dated and upon hearing the solicitor for the petitioner and upon reading the petition on the day of preferred unto the Court it is ordered that an inquiry be made what are the debts claims and liabilities of or affecting the said company on the day of 19 and that notice of the presentation of the said petition be inserted in the [news- papers] on the day of {I) and the day of and that a list of the persons who are creditors of the said company on the said day of and an office copy of the affidavit verifjdng the same be left at the chambers, of the Judge [or in the case of a petition to the Judge in Companies Winding-up with the Registrar] on or before the day of 19 {g) In Palace Billiard Rooms, Ltd., [1895] 2 Ch. 726. [1912] S C. 5, the Scotch Court held [k) See Form 1 in the Schedule to that a landlord's claim for future the General Order as to Reduction rent was not contingent, and that, of Capital of 1909. subject to a rebate owing to the (/) Except where special reasons rent not being presently payable, are made out to the satisfaction of the full amount must be set aside. the Judge, this must be at least one {h) Companies (Consolidation) month before the date fixed as the Act, 1908, s. 49. Such inquiries date with reference to which the Ust are extremely rare now. of creditors is made out. Order as to (i) Lamson Store Service Co., Reduction of Capital, 1909, r. 6 (3). Form of Affidavit verifying List of Creditors 757 advertisement of presentation of petition (m). In the Matter of the Company Limited and Reduced and in the Matter of the Companies (ConsoUdation) Act 1908. Notice is hereby given that a petition for confirming a resolution reducing the capital of the above Company from £ to £ was on the day of presented to the High Court of Justice and is now pending ; and that the list of creditors of the Company is to be made out as for the day of 19 A. B. & Co. of Solicitors for the above-named Company, AFFIDAVIT VERIFYING LIST OF CREDITORS (n). (Title the same as the Title to the Petition.) I of in the county of make oath and say aa follows : — 1. The paper writing now produced and shown to me and marked with the letter A. contains a list of creditors of and of persons having claims upon the said Company on the day of 19 the date fixed by the order in this matter dated together with their respective (to) " Notice of the presentation " of the petition shall be published " at such times, and in such news- " papers as the Judge shall direct, " and may be in the Form No. 2 in " the Schedule hereto, with such " variations as the circumstances " of the case may require." — General Order as to Reduction of Capital, 1909, r. 7. This form is Form No. 2. (n) "In cases within section 49 " (1) of the Act the company shall, " within such tinao as the Judge " shall direct, file in the Central " Office of the High Court of " Justice, or if the petition is " pending before a Judge to whom " the jurisdiction to wind up " companies is assigned in the " office of the Registrar Companies " (Winding-up) as the case may bo, " an affidavit made by some officer " or officers of the company com- " potent to make the same, verifying " a list containing so far as possible " the names and addresses of the " creditors of the company as " defined by that section at the " date fixed as mentioned in rule G ' (2) (&) of this Order, and tho " amounts due to them respectively, " or in tho case of any debt payable " on a contingency or not ascer- " tained or any claim admissible to " proof in a winding-up of the " company the value, so far as can " be justly estimated of such debt " or claim, and leave the said list " and an office copy of such affidavit " at the chambers of the Judge." — Order as to Reduction of Capital of 1909, r. 8. " The person making such affi- " davit shall state therein his belief " that such list is correct, and that " there was not at the date so fixed " as aforesaid any debt or claim " which, if that date were the ' commencement of tho winding- " up of tho company would bo " admissible in proof against the " company, except the debts and " claims sot forth in such list, and " shall state his moans of knowledge " of the matters deposed to in such " affidavit. Such affidavit may be " in tho Form No. .3 in tho Schedule " hereto, with such variations as the " circumstances of the case may " require." — Ibid., r. 9. 758 Petitions addresses and the nature and amount of their respective debts or claims and such Hst is to the best of my knowledge information and beUef a true and accurate list of such creditors and persons having claims on the day aforesaid. 2. To the best of my knowledge and belief there was not at the date aforesaid any debt claim or liabiUty which if such date were the commence- ment of the winding-up of the said company would be admissible in proof against the said Company [other than and except the debts set forth in the said hst]. I am enabled to make tliis statement from facts within my knowledge as the of the said company and from information derived upon investigation of the affairs and the books, documents and papers of the said Company (o). Sworn etc. In cases where there are no debts an affidavit s filed containing the statements set out in the second paragraph above, omitting the words in brackets. The Exhibit A. (p) refeked to in the above Affidavit. A. In the Matter of the Company Limited and Reduced and in the Matter of the Companies (Consolidation) Act 1908. The list of creditors marked A. was produced and shown to and is the same list of creditors as is refen'ed to in his aflfidavit sworn before me this X.Y. Names, Addresses and Descrip- tions of the Creditors. Nature of Debt or Claim. Amount of or estimated value of Debt or Claim. (o) Order as to Reduction of Capital 1909, Form 3. The Court occasionally requires evidence that the state of affairs has not altered between the date fixed for settling the list of creditors and the hearing of the petition : Safety Ot7 Co., [1892] VV. N. 132; Watson, Walker and Quickfall, [189S] W. N. G9 See supra, p. 755 note (e). {p) Copies of this list containing the names and addresses of creditors and the total amount duo to them (including the value of any debts or claims estimated as above-men- tioned), but omitting the amomita due to them respectively (or as the Judge shall think fit), complete copies of such list must be kept at the registered office of the company and at the offices of their sohcitors and London agents (if any). Any person desirous of inspecting the same may at any time dm'ing the ordinary horirs of business inspect and take e^ tracts from the same on j)ayni( n( of the sum of Is. — Order as to Reduction of Capital, 1909, r. 10. Notice to Creditohs 759 Notice to Creditors. The company must within seven days after the filing of such affidavit, or such further or other time as the Judge may allow, send to each creditor whose name is entered in the list a notice stating the amount of the proposed reduction of capital, and the amount or estimated value of the debt or the contingent debt or claim or both for which such creditor is entered in the said list, and the time (such time to be fixed by the Judge) within which, if he claims to be a creditor for a larger amount, he must send in his name and address, and the particulars of his debt or claim, and the name and address of his solicitor (if any) to the solicitor of the company ; and such notice must be sent through the post in a prepaid letter addressed to each creditor at his last known address or place of abode, and may be in the form or to the efiect of the Form No. 4 set forth in the schedule to the Order as to Reduction of Capital of 1909, with such variations as the circumstances of the case may require (q). This is obviously inapplicable where there are no creditors. In such case the advertise- ment secondly set out below is used instead of the one in the rules which is the first advertisement set out below. In the Matter of the Company Limited and Reduced, and in the Matter of the Companies (Consolidation) Act, 1908. To Mr. You are requested to take notice that a petition has been pre- sented to the High Court of Justice by the above Company for reducing its capital to £ and that on the list of persons admitted by the company to have been on the day of creditors of the company your name is entered as a creditor [here state the amount of the debt or nature of the claim]. If you claim to have been on the last mentioned day a creditor to a larger amount than is mentioned above you must on or before the (q) Order as to Reduction of such claims into Court. The Judge Capital of 1909, r. 11 and Form 4. gave leave, but directed (1) that Usually three weeks will be allowed efforts should be made to obtain the after the filing of the affidavit for landlords' consents to the proposed the giving of the notices. In New reduction ; (2) that their claims Zealand Loan and Mercantile Agency, should be entered in the certificate ; 003 of 1912, Neville, J., 22nd and (3) that the question of the October, 1912, there were a large amoimt to be set aside to answer number of landlords with claims for such claims should stand over to future rent. No notices were served the hearing. At the hearing (27th on them, as the petitioners did not Noveml>er, 1912) the Judge accepted regard thom as creditors. The peti- cables from the company's managers tioncrs, when they discovered their in Australia, etc., verified by an mistake, applied for leave to dis- officer of the company in England, [)ense with notices, at the same time as sufficient evidence of the land- oft'ering to pay the full amount of lords' consents. 760 Petitions day of 19 send in the particulars of your claim and the name and address of your solicitor (if any) to the undersigned at In default of your so doing the above entry in the list of creditors will in all the proceedings under the above apphcation to reduce the capital of the Company be treated as correct. Dateffl this day of 19 , A.B. SoUcitor for the said Company. Notice of the list of creditors must after the filing of the affidavit under rule 8 of the Order as to Reduction of Capital, 1909, be published at such times, and in such newspapers as the Judge shall direct. Every such notice must state the amount of the proposed reduction of capital, and the places where the list of creditors may be inspected, and the time within which creditors of the company who are not entered on the said list, and are desirous of being entered therein, must send in their names and addresses, and the particulars of their debts or claims, and the names and addresses of their solicitors (if any) to the solicitor of the company ; and such notice may be in the Form No. 5 set forth in the schedule to the order with such variations as the circumstances of the case may require (r). FORM OF ADVERTISEMENT. In the Matter of the Company Limited and Reduced and In the Matter of the Companies (Consolidation) Act, 1908. Notice is hereby given that a petition has been presented to the High Court of Justice for confirming a resolution of the above Company for reducing its capital from £ to £ .A list of the persons admitted to have been creditors of the company on the da}^ of 19 may be inspected at the Offices of the Company at or at the office of (s) at any time during usual business hours on pajonent of the charge of one sliilling. Any person who claims to have been on the last mentioned day and still to be a creditor of the company and who is not entered on the said list and claims to be so entered must on or before the day of 19 send in his name and address, and the particulars of his claim and the name and address of his solicitor if any to the undersigned at or in default thereof he will be precluded from objecting to the proposed reduction of capital [and further take notice that the notice required by rule 11, of the Rules of the Supreme Court under the above Act to be served on the creditors of the above-named Company is to be deemed to be duly (r) Order as to Reduction of (s) See Order as to Reduction of Capital, 1909, r. 12. For form see Capital, 1909, r. 10, supra, p. 758, next form. note (p). Advertisements for Creditors 761 served on the creditors named in the schedule hereto whose addresses are not known to the company by the insertion of this advertisement (<)]• Dated this day of 19 A.B. Solicitor for the Company, ADVERTISEMENT WHERE THERE ARE NO DEBTS. No. 00 of 19 In the High Court of Justice Chancery Division Mr. Justice Neville. In the Matter of the A.B. Company Ltd. and in the Matter of the Com- panies (Consolidation) Act 1908. Notice is hereby given that a petition has been presented to His Majesty's High Court of Justice for confirming a resolution of the above-named Company for reducing its capital from £120,755 to £60,377 10s. By an affidavit of John Jones the secretary of the above-named Company filed in tWs matter on the 23rd November 1909 it appears that to the best of his knowledge and beUef there was not on the 20th November 1909 the day fixed by the Order in tliis matter dated the 15th October 1909 any debt claim or liability wliich if such date were the commencement of the winding-up of the company would be admissible to proof against the said Company. Any person who claims to have been on the said 20th November 1909 and still to be a creditor of the said Company must on or before the 11th December 1909 send his name and address and also the particulars of his claim and the name and address of his soHcitor if any to X.Y. a member of the firm of X.Y. and Co. at the address mentioned below or in default thereof he will be pre- cluded from objecting to the proposed reduction of capital. X.Y. and Co., 16 Street E.C., SoUcitors for the petitioner. The company must within such time as the Judge directs, file in the Central Office of the High Court of Justice, or in the office of the Registrar Companies (Winding-up), as the case may be, an affidavit made by the person to whom the particulars of debts or claims arc, by such notices as are mentioned in rules 11 and 12 of the Order as to reduction of capital of 1909, required to be sent in, stating the result of such notices respectively, and verifying a list containing the names and addresses of the persons (if any) who shall have sent in the particulars of their debts or claims in pursuance of (t) The words in brackets arc nob Co., Ltd. and Reduced, 1911, B- in tho form in tho schedule, and No. 084. The sehedulo simply will only be used in spocial cases, contained the names of tho creditors where tlioro is a difficulty in giving whose addresses were not known, notice to any creditor or class of No doul)t the rules (including tlio creditors: see General Bank for onoas to sending tho notices tlirough Promotion of Agricultural and Puhlic tho post) are only directory: seo Worka (1809), 17 W. R. 304; 38 Lamson Store Service Co., [1895] L. J. (en.) 108. They wore also 2 Ch. 720. recently used in The British Land 762 Petitions such notices respectively, and the amounts of such debts or claims, and some competent officer or officers of the company must join in such affidavit, and must in such list distinguish which (if any) of such debts and claims are wholly, or as to any and what part thereof, admitted by the company, and which (if any) of such debts and claims are wholly, or as to any and what part thereof, disputed by the company. Such affidavit may be in the Form No. 6 in the Schedule to the Order as to the reduction of capital, 1909, with such variations as the circumstances of the case may require ; and such list and an office copy of such affidavit must, within such time as the Judge shall direct, be left at the chambers of the Judge (u). Where there • are no debts an affidavit to that effect must be filed. FORM OF AFFIDAVIT. {Title same as Petition.) We CD. of Secretary to the above-named Company and E.F. of Solicitor to the above-named Company and A.B. of Managing Director of the above-named Company severally make oath and say as follows : — First I, the said CD. for myself say — 1. I did on the day of 19 in manner hereinafter mentioned serve a true copy of the notice now produced and shown to me and marked B upon each of the respective persons whose names, addresses and descriptions appear in the first column of the list of creditors marked A referred to in the affidavit of filed herein on the day of 19 2. I served the said respective copies of the said notice by putting such copies respectively duly addressed to such persons respectively according to their respective names and addresses appearing in the said hst (being the last known addresses or places of abode of such persons respectively) and with the proper postage stamps affixed thereto as prepaid letters into the post-office receiving house No. in Street, in the county of between the hours of o'clock and o'clock in the noon of the said day of 19 , And I the said E.F. for myself say as follows : — 3. A true copy of the notice now produced and shown to me and marked C has appeared in the of the day of 19 , the of the day of 19 etc. (x). 4. I have in the paper writing now produced and shown to me and marked D set forth a list of all claims tlie particulars of wliich have been sent to me pursuant to the Notice B now produced and shown to me by persons claiming to be creditors of the said Company for larger amounts than are stated in the list of creditors marked A referred to in the affidavit of filed on the day of 19 . (u) Order as to Reduction of in which the advertisements have Capital, 1909, r. 13. appeared must be filled into the {x) The names of the newspapers blanks. Affidavit as to Persons who have made Claims 763 5. I have in the paper writing now produced and shown to me and marked E set forth a list of all claims the particulars of wliich have been sent to me pursuant to the notice referred to in the third paragraph of this affidavit by persons claiming to be creditors of the said company on the day of 19 not appearing in the said list of creditors marked A. and who claimed to be entered thereon. And we the said CD. and A.B. for ourselves say as follows : — 6. We have in the first part of the said paper writing marked D (now produced and shown to us) and also in the first part of the said paper writing marked E (also produced and shown to us) respectively set forth such of the said debts and claims as are admitted by the said Company to be due wholly or in part and how much is admitted to be due in respect of such of the same debts and claims respectively as are not wholly admitted. 7. We have in the second part of each of the said paper writings marked D. and E. set forth such of the said debts and claims as are wholly disputed by the Company. 8. In the said exhibits D and E are distinguished such of the debts the full amounts whereof are proposed to be appropriated in such manner as the Judge shall direct. Sworn at The exhibit D referred to in the last-mentioned affidavit : D. In the matter etc. List of debts and claims of which the particulars have been sent in to by persons claiming to be creditors of the said Company for larger amounts than are stated in list of creditors made out by the company. Tliis paper writing marked D was produced and shown to CD. E.F. and A.B. respectively and is the same as is referred to in their affidavit sworn before me tliis day of 19 X.Y. etc. First Part. Debts and claims wholly or partly admitted by the Company. Names, Addresses aud Descriptious of Creditors. Particulars of Debt or Claim. Amount claimed. Amount admitted by the Company to be owing to the Creditor. Debts proposed to lie appro- priated in full although disputed. Second Part. Debts and claims wholly disputed by the Company. Names, Addresses and Descriptious of Claimants. Particulars of Claim. Amount claimed. Debts proposed to be ai)propriated in full although disjiuted. 764 Petitions Exhibit E referred to in last affidavit : E. In the matter etc. List of Debts and claims of which the particulars have been sent in to Mr. by persons claiming to be creditors of the company and to be entered on the list of creditors made out by the Company. This paper writing marked E, etc. First Part. [Same as in exhibit D.] Second Part. [Same as in exhibit D.] Note. — The names are to be inserted alphabetically. If any debt or claim, the particulars of which are so sent in, is not admitted by the company at its full amount, then, and in every such case, unless the company is willing to appropriate in such manner as the Judge directs the full amount of such debt or claim, the company must, if tlie Judge think fit so to direct, send to the creditor a notice that he is required to come in and prove such debt or claim, or such part thereof as is not admitted by the company, by a day to be therein named, being not less than four clear days after such notice, and being the time appointed by the Judge for adjudicat- ing upon such debts and claims, and such notice must be sent in the manner mentioned in Rule 11 of the order as to reduction of capital, 1909, and may be in the Form No. 7 in the schedule to such order, with such variations as the circumstances of the case may require (?/). Such creditors as come in to prove their debts or claims in pur- suance of any such notice will be allowed their costs of proof against the company, and be answerable for costs, in the same manner as in the case of persons coming in to prove debts under an administra- tion judgment {z). FORM OF NOTICE. In the Matter of the Company Ldmited and Reduced and In the Matter of the Companies (Consolidation) Act 1908. To Mr. You are hereby required to come in and prove the debt claimed by you against the above Company by filing your affidavit and giving notice tlicreof to Mr. tlie solicitor of the Company on or before the day of next ; and you are to attend by your solicitor at the chambers of Mr. Justice Room No. Royal Courts of Justice Strand in the County of London (or at the chambers of the Registrar at ) on the day of 19 at o'clock in the noon being the time appointed for hearing and adjuchcating upon the claim and produce any securities or documents relating to your claim. iy) Ordor a=; to Reduction of {z) Ibid., r. 15. Capital, 19U9, r. 14. Pkoof of Debts or Claims 765 In default of your complying with the above directions you will [bo precluded from objecting to the proposed reduction of the capital of the Company] or [in all proceedings relative to the proposed reduction of the capital of the Company be treated as a creditor for such amount only as is set against your name in the list of creditors]. Dated 19 A.B. SoUcitor for the said Company. The result of the settlement of the list of creditors must be stated iu a certificate by the master in the case of an application to the Chancery Division or by the Registrar in the case of an application to the Judge in Companies Winding-up, and such certificate must state what debts or claims (if any) have been disallowed, and must distinguish the debts or claims the full amount of which the company are willing to appropriate, and the debts or claims (if any) the amount of which has been fixed by inquiry and adjudication iu manner pro- vided by section 49 (3) of the Act, and the Order as to Reduction of Capital, and the debts or claims (if any) the full amount of which is not admitted by the company, nor such as the company are willing to appropriate and the amount of which has not been fixed by inquiry and adjudication as aforesaid ; and must show which of the creditors have consented to the proposed reduction, and the total amount of the debts due to them, and the total amount of the debts or claims the payment of which has been secured in manner provided by section 49 (3) of the Act, and the persons to or by whom the same are due or claimed ; but it is not necessary to show in such certificate the several amounts of the debts or claims of any persons who have consented to the proposed reduction or the payment of whose debts or claims has been secured as aforesaid (a). The consent of any creditor, whether in respect of a debt due or presently due or a debt payable on a contingency or not ascertained or a claim admissible to proof iu a winding-up of the company, may be evidenced in any manner which the Judge may think reasonably sufficient having regard both to the amount of his debt or claim and all the circumstances of th^ case (6). (a) Order as to Reduction of Sol. J. 434. Under the present Capital, 1909, r. 16. rule, the consent of holders of de- (b) Ibid., r. 17. It will be noticed bentiircs to bearer, who had neither that it is no longer requisite that consented nor dissented, was held the consent shall be in writing. It to be sufiiciently shown by a reso- may be that the effect of this wil lution, by which the reduction had be tliat creditors who simply do been unanimously approved, at a nothing will be taken to consent. meeting of debentuns-holders, held They were held to do so in Credit under the provisions of tlieir trust Fonder, etc., of England (1871), 11 deed: Hydrmtlic Power and SmcU- Eq. 356; but this case was ina Co., [1914] 2 Ch. 187. The pro- not followed in Patent Ventilating visionr^ of the deed were substan- Oranary Co. (1S79), 12 C. D. 254; tially the same as those of section or in Bull Hotel Co. (1883), 27 120 of the Act. 766 Petitions certificate of registrar where no debts claims or liabilities. {Title.) I Hereby Certipy that the result of the inquiry which has been made in pursuance of the Order in this matter, dated the 15th of October, 1909, and the General Order of Court in that behalf is as follows : — The Petitioner (the above-named Company) has attended by its SoUcitors. There were no debts, claims or liabilities of or affecting the above- named Company on the 20th of November 1909 other than the Office expenses of the Company in London current on such date. Pursuant to the said Order of the 15th of October 1909, notice of the presentation of the Petition preferred unto tliis Court on the 6th October 1909, for obtaining the sanction of the Court to the reduction of the Com- pany's Capital, and that the list of Creditors of the said Company was to be made out as for the 20th of November 1909 has been inserted in the London Gazette and in the Times newspaper, both of the 19th of October 1909. An Office Copy of the Affidavit of F.R. filed the 23rd of November * N.B.— jQQQ^ stating that there was not on the 20th of November 1909 %vith Order ^^y debt * claim or liabihty wliich if such date were the com- and affidavit mencement of the Winding-up of the said Company, would be in answer to admissible in proof against the said Company, was left in my mquiry-. chambers on the 23rd of November 1909. Notice requiring any person claiming to be a Creditor of the said Company on the 20th of November 1909, to send on or before the 11th of December 1909 his name and address and the particulars of his claim and the name and address of his Sohcitors (if any) to C.E.B. a member of the firm of B. C. and B. (the Sohcitors of the said Company) or in default thereof he would be precluded from objecting to the proposed reduction of Capital has been inserted in the London Gazette, and The Times newspaper, both dated the 30th of November 1909. The evidence produced in answer to the said inquiry consists of — The Affidavit of F.R. filed the 23rd of November 1909, the Affidavit of C.E.B. filed the 14th of December 1909, the two London Gazettes re- spectively dated 19th of October, and the 30th of November 1909 and The Times newspaper dated respectively the 19th October and the 30th November 1909. [Re The Calgary and Edmonton Land Co., Ltd. and Reduced, 00348 of 1909. Mr. Registrar Hood, December 16th, 1909.] CERTIFICATE OF MASTER OR REGISTRAR (c) WHERE ALL THE CREDITORS HAVE EITHER BEEN PAID OFF OR HAVE CONSENTED TO THE REDUCTION. (Title same as the Petition.) I hereby certify that the result of the inquiry which has been made pursuant to the Order on this matter dated the 30th July 1909 and the General Order of the Court in that behalf is as follows : — (c) The notices mentioned in the correspond with those actually certificate will, of course, have to given. REaisTRAR's Certificate 767 The Potitionor the above-named Company has attended by its eoHcitors. A hst of the debts claims and liabihties of or which affected the abovc- mcntionod company on the 20th September 1909 is set forth in the Schedule hereto — The said Company has since paid oflf and discharged such of the said debts claims and liabihties as are set out in the 1st Part of the said Schedule. AU the creditors of the said Company named in the second ]5art of the said schedule have consented in writing to the proposed reduction of the capital of the said Company. The sum of £ is the total amount due from the said company to the creditors so consenting. Pursuant to the said order of the 30th July 1909 notice of the presentation of the Petition preferred unto this Court on the 26th July 1909 for obtaining the sanction of the Court to the reduction of the Company's capital and that the hst of creditors of the said Company was to be made out for the 20th September 1909 has been inserted in the London Gazette and in the following newspapers viz. the Times newspaper of the 13th August 1909 and the Egyptian Gazette of the 16th August 1909. And a hst of the persons who were creditors of the said Company on the said 20th September 1909 together with an office copy of the affidavit verifj'ing the same was left in my chambers on the 5th October 1909. Notice of the List of Creditors of the said Company and requiring any pel son claiming to be a creditor of the said Company on the 20th September 1909 and stiU to be a creditor of the said Company and who was not entered on the said Ust and claiming to be so entered to send on or before the 30th November 1909 his name and address and the particulars of his claim and the name and address of his sohcitor (if any) to Messrs. F.H. and E. (the soUcitors of the said Company) or in default thereof he would be precluded from objecting to the proposed reduction of capital has been inserted in the London Gazette of the 26th October 1909 and in the following news- papers viz. the Times newspaper of the 26th October 1909 and the Egyptian Gazette of the 29th October 1909. Notice was sent on the 22nd October 1909 to such of the persons who are named in the said hst (who are the same persons as are named in the Schedule hereto) that they had been entered on the said list as being creditors of the said Company on the said 20th September 1909 for the sums the amounts of which are set opposite their respective names in the said hst and that if they claimed to be creditors for larger amounts than were stated in the said list to be due they were required on or before the 30th November 1909 to send particulars and the names and addresses of their sohcitors to the said Messrs. F.H. & E. or in default thereof the entries in the said list would in all the proceedings under the application to reduce the capital of the said Company be treated as correct. The evidence produced in answer to the said inquiry consists of — ■ The said Order of 30th July 1909. The three affidavits of A.C. filed respectively the 4th October 1909 the 24th July 1910 and the 3rd March 1910. The joint affidavit etc and the several exhibits in such affidavits 768 Petitions respectively referred to and The London Gazelle and the Times and Egyptian Gazelle newspapers hereinbefore referred to. Dated this 4th day of March 1910. Registrar Companies (Winding-up). TUE SCUEDULE BEFORE HeFERRED TO. Debts claims and liabilities of or which affected the Company on the 20th September 1909. Part I, Those ^vhich have been paid off and discharged. No. ou List. Names of Creditors. Addresses and Descriptious. Nature of Debt or Claim. Amount of Debt or Claim. 1 2 X.Y. M.N. Unclaimed interest on payment made in full in advance of calls. Interest on loan of £ to £ s. d. Part II. Creditors consenting in writing to proposed reduction of capital. [Unilexl Egyptian Lands Limited and Redvjced, No. 00291 of 1909, Mr. llegistrar Hood, March 4th, 1909.] * N.B.— Compare wording of enquiry with affidavit in answer. t N.B.— Compare wording of enquiry with affidavit in answer. CERTIFICATE OF REGISTRAR WHERE SOME CREDITORS ARE PAID OFF, SOME CONSENT TO THE REDUCTION, AND THE COMPANY IS WILLING TO SET APART AND APPROPRIATE THE FULL AMOUNT OF THE REMAINING DEBTS, CLAIMS, AND LIABILITIES. {Tille.) I Hereby Certify that the result of the Enquiry which has been made in pursuance of the Order in this matter, dated the 15th of January 1909, and the General Order of the Court in that behalf is as follows : — The petitioner (the above-named Company) has attended by its Solicitors. A List of the Debts * Claims and Liabilities of or which affected the above-named Company on the 31st of March 1909, is set forth in the Schedule hereto. The said Company has since paid off and discharged such of the said debts t claims and liabilities as are set forth in the first part of the said Schedule. Registrae's Certificate 769 All the Creditors of the said Company named in the second part of the said Schedule have consented in writing to the proposed reduction of the Capital of the said Company. The sum of £ is the total amount due from the said Company to the Creditors so consenting. The said Company is willing to set apart and appropriate the * N.B. — full amount of the debts * claims and liabihties set forth in the third Compare pa^ ^f ^i^^ g^ij Schedule. Such debts claims and habihtics amount vvorclHi" oi ,. ,, , ,. enquiry with ''^*"S^^t^i^r<^"^ aflidavit in Pursuant to the said Order of the 15th of January 1909, notice answer. of the presentation of the Petition preferred unto this Court on the 5th January 1909, for obtaining the sanction of the Court to the reduction of the Company's Capital, and that the list of Creditors of the said Company was to be made out as for the 31st March 1909 has been inserted in the London Gazette of the 26th January 1909, and in the following newspapers, \iz. : The Times oi the 26th January 1909 and the Rand Daihj Mail (Transvaal) of the 18th February 1909. And a List of the persons who were Creditors of the said Company on the said 31st March 1909 (being the persons named in the exhibits " A.l." to the affidavit of F.C.B. filed 30th April 1909 and in the exhibit " A.2 " to the affidavit of W.H. filed 3rd May 1909) together with Office Copies of the said Affidavits verifying the same was left in my chambers on the said 3rd May 1909. Notice of the List of Creditors of the said Company and requiring any person claiming to be a Creditor of the said Company on the said 31st March 1909, and who was not entered on the said List and claiming to bo so entered to send on or before the 10th of June 1909 his name and address and the particulars of his claim to F.C. a member of the firm of Messrs. A.C. & Co. (the Solicitors of the said Company) and as to the creditors residing in the South African Transvaal to W.R.E. of Johannesburg South Africa (an Accountant of the said Company) or in default thereof he would be precluded from objecting to the proposed reduction of Caj^ital has been inserted in the London Gazette of the 25th of May 1909 and in the following newspapers, viz. : The Titnes of the 25th May 1909 and the Rand Daily Mail (Transvaal) of the 29th May 1909. Notice was sent on the 25th and 27th May 1909 respectively to such of the persons who are named in the said List (who arc the same persons as arc named in the Schedule hereto) that they had been entered on the said List as being Creditors of the said Company on the said 31st March 1909 for the sums the amounts of which arc set opposite their respective names in the said List and that if they claimed to be Creditors for larger amounts than wore stated in the said List to be due they were required on or before the 10th Juno 1909 to send particulars and the names and addresses of their Solicitors to the said F.C. and the said W.R.E. respectively or in default thereof the entries in the said List would in all the proceedings under the apphcation to reduce the Cajiital of the said Company be treated as correct. The evidence produced in answer to the said inquiry consists of the said Affidavit of F.C.B. filed 30th April 1909 the said Affidavit of W.H. filed 3rd May, 1909 the Affidavit of W.R.E. filed 5th October 1909 the Affidavit of the said F.C.B., J.E.W. and F.C. filed 14th October 1909 S!C.L. 49 770 Petitions and tho further affidavit of the said F.C.B. filed 28th October 1909 and tlie several exhibits in the said affidavits respectively referred to and the London Gazelles and the several newspapers hereinbefore referred to. Dated the 27th October 1909. Begistrar Companies (Winding-up). The Schedule Hereto, Part I. Debts claims and Habilities of or which affected the Company on the 31st day of March 1909 and which have since been paid off and discharged. No. in List. Names of Creditors. Addresses and Descriptions. Nature of Debt or Claim. Amount of Debt or Claim. £ s. d. 103 A.Y.A, Div. IV., May 16th. 1907. 161 j» Div. v.. May 16th, 1908. 106 A.A. Div. IV., May 16th, 1907. 175 E.E.M. Div. v., May 16th, 1908. Part II. Creditors who have consented to the proposed reduction of Capital. No. in List. Names of Creditors. Address. Nature of Debt or Claim. Amount of Debt or Claim. 230 231 A.B X.Y Wages Retained from wages as security for the due fulfil- ment of contract £ s. d. 232 233 T.D T.H of service. Registrar's Certificate 771 Part III. Debts claims and liabilities of the Company in respect of which the Company is wUling to set apart and appropriate the full amount. No. in List. Names of Creditors. Addresses and Descriptions. Nature of Debt or Claim. Amount of Debt or Claim. 2 3 4 5 L.R C.V H.M.M.H. J.L.H. Div. I. Juno 1st 1904. »> £ 8. d. [British South African Explosives Co., Ltd. and Reduced, 005 of 1909. Mr. Registrar Hood, October 29th, 1909.] In any case within section 49 (1) of the Act, the petition must not be heard until the expiration of at least eight clear days from the filing of such certificate as is mentioned in Rule 16 of the Order {d). Before the hearing of the petition notices stating the day on which the same is appointed to be heard must be published at such times and in such newspapers as the Judge directs. Such notices may be in Form No. 8 in the schedule to the order, with such variations as the circumstances of the case may require (e). FORM OF ADVERTISEMENT OF PETITION WHERE THERE HAS BEEN AN INQUIRY AS TO DEBTS. In the Matter of the Company, Limited, and reduced, and in the Matter of the Companies (Consolidation) Act, 1908. Notice is hereby given that a petition presented to the High Court of Justice on the day of for confirming a resolution reducing the Capital of the above-named Company from £ to £ is directed to be heard before Mr. Justice on the day of ,19 . CD. of Solicitors for the Company. NOTICE BY CREDITOR OF THE COMPANY OF INTENTION TO APPEAR AND OPPOSE PETITION. {Title same as Petition.) Take notice that a creditor of the above-named Company settled on the hst of creditors made and settled in the above matter {/) and whose debt or claim has not been discharged or determined, or secured (d) Order as to Capital, 1909, r. 18. (e) Ibid., r. 19. Reduction of (/) The proper course for a per. son whose debt or claim has been wholly disallowed would seem to 772 Petitions in manner provided by section 49 (3) of the Companies (Consolidation) Act 1908 and who has not consented to the proposed reduction of capital intends to appear on the hearing of the petition for the reduction of the capital of the above-named Company advertised to be heard on the day of 19 and to oppose such petition (g). When a member wishes to oppose a scheme for reduction ou the ground that it will operate unfairly, he should attend at the hearing of and oppose the petition, and not take steps to restrain the company from proceeding with the resolutions {7i). Even in cases which do not involve either diminution of liabilily in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital, it is necessary to take out a summons for directions. The order ou such summons is usually in the form on pages 774 and 775, except that the last paragraph of such order is not usually inserted ; the Court may, in a proper case, dispense with advertisements (?) ; but this is very rarely done, and where it has been done the judge will often not hear the petition until the usual advertisements have been inserted (Z:) . Advertisements have been dispensed with ou evidence that the company had never carried on business and had never issued a prospectus (Z), or that it has be to take out a summons to vary the certificate of the Registrar or Master. Such summoios would in some cases bo adjourned to come on with the petition, as was done in Re Credit Fancier, etc., of England (1871), 11 Eq. 35G; see also Telegraph Construction Co. (1870), 10 Eq. 384. (g) Any creditor settled on the list of creditors whose debt or claim has not before the hearing of the petition been discharged or deter- mined or been secured in manner provided by s. 49 (3) of the Act, and who has not before the hearing consented to the proposed reduc- tion may, after giving two clear days' notice to the solicitor of the company of his intention so to do, appear at the hearing of the petition and oppose the application : Genei'al Order as to Reduction of Capital, 1909, r. 20; as to costs, ibid., r. 21, and see also post, p. 781. It would seem members are entitled to appear in all cases : cp. Barrow Hcematite Co. (1888), 39 C. D. 582, at p. 589. It is usual in cases where no list of creditors is settled for the order on the summons to direct advertisements inviting credi- tors, who wovdd not seem to be in the same position as members as regards opposing, and members to attend : see also Securities Insurance Co., [1894] 2 Ch. 410, and Tain- hracherry Estates Co. (1885), 29 C. D. 683 ; but it would seem to be very doubtful whether creditors have any locus standi m such cases : Jleux's Brewery Co., [1919] 1 Ch. 28; and see supra, p. 745. {h) Cp. Bannatync v. Direct Sjmnish Telegraph Co. (1886), 34 C. D. 287. {i) Tambrachcrry Estates Co. (1885), 29 C. D. 683. (k) This was done by Eady, J., in Edward Foster and Son, 00155 of 1912, 11th May, 1912. (I) West African Telegraph Co. (1886), 55 L. J. (ch.) 436; but see Municipal Trusts Corporation (1886), 55 L. T. 632 ; see also British Land and Mortgage Co. of America (1885), 53 L. T. 753 ; West Cumber- land Iron and Steel Co. (1888), 5S L. T. 152. Dispensing with *'and Reduced" 773 only a few small creditors (m). Applications to the Court to dispense with the words " and reduced " between the presentation and hearing of the petition in cases where there is no return of capital and no reduction of liability in respect of unpaid capital should be made on application in chambers (n) on affidavit evidence (o). Nowadays it would seem that they are but rarely acceded to, but the fact that the company carries on business to a large extent abroad was at one time considered to be a reason for dispensing with such words (p) ; but it would appear that this can no longer be con- sidered to be the case (q). Sometimes the Registrar requires only a limited use of the word? " and reduced " (r). AFFIDAVIT IN SUPPORT OF SUMMONS WHERE IT IS DESIRED TO DISPENSE WITH THE USE OP THE WORDS "AND REDUCED" (IN ADDITION TO AFFIDAVIT VERIFYING PETITION). {Title same as Petition.) I of in the County of make oath and say as follows : — 1. I am the Managing Director (or as may be) of the above-named Company (hereinafter called the Company). 2. There are no creditors of the company other than (set out names) and notice of the proposed reduction has been given to all of them and the Company's business is likely to be injured by the use of the words " and Reduced " [state reasons], (m) E. C. Powder Co. (1887), 50 233. But the Court declined to L. J. (CH.) 783. make such an order in Solway (n) Maxim Weston Electric Co. Steamship (1889), 61 L. T. 659, and (1888), 59 L. T. 722 ; Pelsall Coal in Municipal Trusts Corporation and Iron Co., [1890] W. N. 222 ; (188G), 55 L. T. 632. Solway Steamship (1889), Gl L. T. [p) Cp. Sumatra Tobacco (1898), 059. If it is desired to dispense with W. N. 80. those words in tho title to the (7) Monmouthshire Steel Co., petition, application should bo [1900] W. N. 128 ; Lindner rf? Co., made before the presentation of [1911] W. N. GO; Sanders, Rehdcrs the petition: see supra, p. 754. tfc Co., [1919] W. N. 103. In these Such an order was made in Scottish two later cases tho company Power Co., [1917] S. C. 123. was only required to continue tho (o) In past years orders wore vise of tho words for aljout a made in River Plate Fresh Meat Co. fortnight, instead of the usual (1885), 52 L. T. 39; Larujdale month, after tho order; l>ut see Chemical Manure Co. (1878), 26 Australian Estates and Morti/af/c Co., W. R. 434; London and County [1910] 1 Ch. 414, in wliich case tho Plate Glass Co. (1885), 53 L. T. use of those words was tlu'oughout 480 ; Pelsall Coal and Iron Co. dispensed with. (1890), W. N. 222 ; British Land and (r) Soo Order J. C. and T. Field, Mortf/ar/e Co. oj America (1885), 53 Ltd. and Reduced, 00141 of 1911, L. T. 753 ; New Quehrada Railway post, pp. 774 and 775. Land and Copper Co. (1888), W. N. 774 Petitions The Company's business is entirely carried on in town in the county of and all the creditors of the Company are likely to be reached if the fact of the presentation of the petition and the date fixed for hearing the same is properly advertised [state reasons why the Company's business is hkely to be mjured by the use of the words " and reduced "] or The Company's business is entirely carried on in the follo\\"ing foreign countries : — and all its creditors are likely to be reached by advertisements in the principal newspapers of such countries. If a list of creditors is settled or if the words " and reduced" are added to the name of the Company, it will be thought that the Company is in financial difficulties, and the credit of the Company is hkely to be injured or as may be. 3. The proposed reduction does not involve the diminution of any habihty in respect of unpaid capital or the payment of any shareholder of any paid-up capital. 4. I am able to depose to the above facts from information obtained in the exercise of my duties as managing director (or as may be) and from an inspection of the books of the company. Sworn at etc, ORDER ON SUMMONS DISPENSING ^\T:TH ALIST OF CREDITORS. ETC., ANT) REQUIRING A LIMITED USE OF THE WORDS " AND REDUCED " UNTIL THE HEARING. (Title.) Upon the appHcation by Summons dated the 17th day of May 1911 of the above-named J.C. & J. Field Limited and Reduced the Petitioner named in the Petition presented unto this Court in the above matters on the 17th day of May 1911 and upon hearing Counsel for the Apphcant and upon reading the said Petition and the joint and several Affidavits of H.S.S., G.M.B. & C.E. filed the 18th day of May 1911 and the several Exhibits therein referred to and the Court being of opinion that the pro- posed reduction of the Capital of the said Company does not involve either the diminution of any habihty in respect of unpaid Capital or the payment to any Shareholder of any paid up Capital. It is Ordered that the List of Creditors of the said Company and the Office Copy Affidavit verifjang such hst mentioned or referred to in the Rules of Procedure of this Court of the 3rd May 1909 under the above- mentioned Act and thereby directed to be left in the Chambers of the Judge be dispensed with (s). And it is Ordered that the said Petition be placed in the paper for hearing before his Lordship IVIr. Justice Neville on Tuesday the 30th day of May 1911 when any creditor or shareholder who desires to object may attend and be heard. And it is Ordered that notice of the presentation of the said Petition and of the said day fixed for the hearing thereof be inserted in the London (s) The general order applies to far as it is dispensed with, this class of reduction except in so Adveetisement where no Enquiry as to Debts 775 Gazette of the 23rd clay of May 1911 and in The Times Newspaper of the 24th day of May 1911. And it is Ordered that the addition of the words " and Reduced " to the title of the said Company be dispensed with except on bill heads, invoices, correspondence and other documents and articles of office stationery generally used or executed by the said Company until the hearing of the said Petition. [J. C. and J. Field, Ltd. and Reduced, 00141 of 1911. Mr. Registrar Hood, May 23rd, 1911.] FORM OF ADVERTISEMENT WHERE ENQUIRY AS TO DEBTS DISPENSED WITH. In the High Court op Justice, Chancery Division. Mr. Justice In the Matter of the Company limited and Reduced and In the Matter of the Companies (Consolidation) Act, 1908, Notice is hereby given that a petition was on the day of 19 presented to His Majesty's High Court of Justice for the con- firmation of the reduction of the capital of the above-named Company from £ to £ . And Notice is hereby further given that the said petition is directed to be heard before the Honourable Mr. Justice on the day of 19 . Any person interested in the said Company whether as a creditor or otherwise desirous of opposing the making of an order for a confirmation of the said reduction of capital should appear at the time of hearing by himself or his counsel for the purpose and a copy of the said petition will be furnished to any such person requirmg the same by the undersigned on payment of the regulated charge for the same, A.B. of Solicitors for the said Company. If the Court is satisfied that the necessary preliminaries have been gone through and complied with, it may make an order con- firming the reduction on such terms and conditions as it thinks fit {i). It may no doubt slightly modify the resolution in so doing, (<) Companies (Consolidation) 1914-24th April, 1914, it was pro- Act, 1908, s. 50. Where the posed to abolish a very large liability necessary preliminaries have not in respect of uncalled capital, and been complied with, the Court will to make a large return to members sometimes, instead of simply dis- and to sot aside securities of a value missing the petition, order it to of more than twice the amount of stand over imtil they liavo beon the outstanding debentures which complied with. See, for instance, were not immediat(;Iy payable. Pavilion Newcastle - uj)on - Tyne, Tlie Court, in sanctioning the roduc- [1911] W.N. 235. InBrilLihAuNlra- tion, directed notice of the order lasian Trust and Loan Co., 0035!) of to bo sent to each of tlio dehenture- 1914, AsTBUUY, J., 10th March, holders with an intimation that the 77(i PE'i-JT10X>^ but it cannot substantially alter it (a). In one case it directed that the order should be without prejudice to the rights of share- holders whose shares had been forfeited, and who*^vere alleged to be insolvent (x), and, in another case (y), where certain shareholders were to receive perpetual debenture stock in place of their shares, it directed that such debenture stock should not be irredeemable but redeemable at the end of forty years. The Court has adjourned a petition to enable opponents, including members, appearing in person to cross-examine {z). The Registrar of Joint Stock Companies on production to him of an order of Court confirming the reduction of the share capital of a company and delivery to him of a copy of the order and of a minute (approved by the Court) showing with respect to the share capital of the company as altered by the order the amount of the share capital the number of shares into which it is to be divided and the amount of each share and the amount (if any) at the date of the registration deemed to be paid up on each sh ire must register the order and minute {a). The minute must state the amount paid up on " each " share, and where different amounts are paid up on different shares, it will be necessary to show by referring t3 the numbers of the shares, what is paid up on each {b). This latter Bcheme would become binding un- less it was objected to within twenty- ono days. The petition had been previously adjourned for a meeting of the debenture-holders to be held, but there was not a quorum present at the meeting. See also infra, p. 842. (u) See, for instance, Anglo- French Exploration Co., [1902] 2 Ch. 845. (.r) Great Western Steamship Co. (1887), 5GL. J. (CH.)3. (y) Thomas de la Paie rf- Co., [1911] 2 Ch. 361. (2) Portman Estates Man.<^ions, 0093 of 1913, Neville, J., 17th June, 1913. (a) Companies (Consolidation) Act, 1908, s. 51 (1). (h) Oceana Development Co., [1912] W. N. 121, 138; Solway Steamship Co. (1889), Gl L. T. 659. It is un- necessary to state that nothing has been o» is to be deemed to be paid on unissued shares : London and R'lO- desian Miniyig and Land Co. (1919), 30 T. L. R. 87 : Salinas of Mexico, [1919] W. X. 311; for the form of minute where capital is returned. Lees Brook Spinning Co., [1906] 2 Ch. 394 ; Anglo-Italian Bank, [1906] W. N. 202 ; General Industrials Development Syndicate, [1907] W. X. 23, all of which disapprove of Calgary and Edmonton Land Co., [1906] 1 Ch. 141, and Chehnsford Land Co., [1904] W. N. 106. For foma of minute where calls are in arrear : American Pastoral Co. (1890), 2 Meg. 62 L. T. 625, in Liherian Development Co., 00371 of 1919, Neville, J., where 16«. was to be written off each £1 share, and some shares were in arrear with calls to the extent of 11."*. per share — a proviso was inserted preserving the right of the company to sue for and recover calls — but such proviso is only proper where it is proposed to write off capital which is in fact not lully paid up; and in' Anglo-Java Rnh'nr and Produce Co., Neville, J., on 14th December, 1915, declined to insert such a proviso where this was not the case. For form of such Registration of Minute 777 provision is obviously not applicable to stock which must be fully paid and has no numbers. If it is necessary to renumber the shares owing to the scheme involving a subdivision, only the new numbers need be shown, but the minute should show the subdivision (c). Where a resolution for an increase of capital is contingent on the reduction being sanctioned, it has been held that the minute should not show the increase {d). It is usual, though probably not absolutely necessary (e), for the Court to require the minute to state not only what the caj^ital is after reduction, but what it was immediately before reduction (/) ; the minute need not, however, show what the capital was prior to any previous reduction or alteration of capital (g). Where the articles provide that forfeited shares are to be the property of the company, and enable directors to sell, reallot, or dispose of the same as they see fit, such shares may be treated as unissued and with nothing paid thereon, even where some payments have, in fact, been made {h). On the registration and not before the resolution reducing share capital as confirmed by the order so registered will take effect (i). The Court has made an order correcting a minute two years after it was filed {h). Notice of the registration must be published in such manner as the Court directs (l). The Court cannot dispense with this notice (m), but it is only necessary to advertise the fact of registration and the minute need not be set out {n). The order generally is for such advertisements to be inserted in the same newspapers as those in which the hearing of the petition was advertised. minute, see minute on p. 795, infra; London and Rhodisian Mining and and for other forms of minutes, Land Co. (1919), 36 T. L. R. 87; post, pp, 792 et seq., and see also the Scdinas of Mexico, [1919] W. N. 311. petitions and orders herein set out. {g) United Exploration Land Co., {c) London and Rhodesian Mining 001 of 1919, Astbury, J., 8t!» and Land Co. (1919), 36 T. L. R. 87 ; April, 1919. Salinas of Mexico, [ldl9]\Y.N.^n. [h) Wolfe {Thomas) and Son, See minute, infra, pp. 795 and 79G, | 1912] W. N. 286 ; Victoria [Malaya) and ahom\nutc in DolosivellaRi(bher Riihhcr E.stalcs, [1914] \V. N. 307; and Tea Estates, [1917] 1 Ch. 213. 58 Sol. J. 706. (d) British Cellulose and Chemical (i) Companies (Consolidation) Manufacturing Co., 00118 of 1919, Act, 1908, s. 51 (2). P. O. Lawrence, J., 24th Juno, 1919. [k) Petoong Jam Estates, 003 1!» of (e) Solway Steamship Co. (1889), 1914, Neville, J., 14th Aiiril, 191(i. CI L. T. G59. (I) Comi)anies (Consolidation) (/ ) Barrow Hcematite Co. (1888), Act, 1908, s. 51 (3). 39 C. D. 582; West Cumberland {m) London Steamboat Co. [IH^:)), Iron and Steel Co. (1888), 58 L. T. 31 W. R. 781. 152; Britannia Mills, Hiiddersficld, {n) Oceana Development Co., [\dl2] [1888] W.N. 103. It is unnecessary W. N. 121, 138. For the older to state the numbers of the shares practicn, soo Canada North Western as they stood before reduction Lami Co. (1885), W. N. Gl. 778 Petitions The Registrar of Joint Stock Companies must certify mider his hand the registration of the order and minute, and his certificate will be conclusive evidence that all the requirements of the Act with respect to reduction of capital have been complied with and that the share capital is such as is stated in the minute (o). So the reduction will be valid once the order and the certificate of the Registrar has been obtained, even in cases where the Articles of Association contain no power to reduce (j)), or where the special resolution has not been properly passed {q) But where a defect in the special resolution was discovered after the order had been drawn up, passed, and entered, but before the Registrar had given his certificate, the order was recalled (r). The minute when registered will be deemed to be substituted for the corresponding part of the memorandum, and will be as valid and alterable as if it had originally been contained therein ; and must be embodied in every copy of the memorandum issued after its registration. If a company makes default in complying with the requirements of this section it will be liable to a fine not exceeding £1 for every copy in respect of which default is made, and every director or manager of the company who knowingly and wilfully authorizes or permits the default will be liable to a like penalty {s). In any case of reduction of share capital, the Court may require the company to publish as the Court directs the reasons for reduc- tion, or such other information in regard thereto as the Court may think expedient with a view to give proper information to the public, and, if the Court thinks fit, the causes which led to the reduction (t). This provision would appear to apply whether a list of creditors has been settled under section 49 (1) of the Act or not, for the section speaks of any reduction, and it is the public and not creditors who are to be informed. Another point the Court deals with on the order is the question (o) Companies (Consolidation) tors have not been advertised for. Act, 1908, s. 51 (4). Eady, J., required it in Truman, {]}) Walker and Smith (1903), 72 Hanbury, Buxton c& Co., [1910] 2 L. J. (CH.) 572. Ch. 498, where dividends had very (q) Ladies' Dress Association v. recently been paid, and there was a Pulbrook, [1900] 2 Q. B. 376. very large reduction which was (r) C'oo])er's Steatn Digger Co., thrown entirely on one class of the 0080 of 1912, Eady, J., 12th June, shares, such class of shares being 1912. all in a few hands, and it was also (s) Companies (Consohdation) required in Barclay, Perkins c& Co., Act, 1908, s. 52. Times Newspaper, May 24, 1911. (t) Ibid., s. 55. The Court fre- For forms of such advertisement, quently avails itself of this power post, pp. 791 and 792. Often only wliere there is a drastic reduction, the shorter of the two forms i3 especially in cases where credi- required. Orders on Petition 779 of how long the company is to retain the words " and reduced " as part of its name (u), the usual order in such cases is to require them to be retained for a period of one month. In one case Wright, J., stated it was his practice to dispense with them altogether in the case of companies whose business was abroad (x), as they were liable to lead to mistakes, and Neville, J., in the case of a company carrying on business in Australia dispensed with them, on the ground that they were likely to be misunderstood in Australia (i/). In one case (z), where there had been a slip in convening the meetings, Parker, J., ordered the petition to stand over for fresh meetings to be held, and dispensed with the words " and reduced " in the meantime. These words have also been dispensed with where creditors are bound by an arrangement under section 120 of the Act (a). In Laivrence and Bullen (&) the Court to avoid copyright difficulties dispensed with the use of the words " and reduced " on the company entering into certain undertakings. The Court will sometimes sanction a limited use of the words " and reduced "(c); thus the use of these words has been dispensed with on the seal {d) and in a trust deed and power of attorney, as these documents were to be acted on in Chili and the trust deed was a permanent document and the power of attorney could not be acted on till the period had elapsed as it was on the sea at the time (e). The Court will also in such cases, if the case be within section 49 (1), give directions for the purpose of securing creditors who are entitled to object and have not been paid off or consented, and whose debts have not determined or been discharged. In such cases it is not unusual for payment into Court to be directed with liberty to the company or any such creditor to apply for payment out (/) ; but (u) See General Order as to petition. Reduction of Capital, 1909, r. 23. (b) [1901] W. N. 158. {x) Sumatra Tobacco Co. (1898), (c) See Order in Cowling Spinmng W. N. 80 ; but see Monmouthshire Co., Ltd. and Reduced, 00230 of Steel Co., [1906] W. N. 128 ; Sanders, 1911, injra, pp. 782 et seq. Rehders id Civil Service. Co-operative. of Capital, 1909, r. 21. For r. 20 Socidi/, [1903] W. N. 120. And see supra, p. 772, note {g). as to who may appeal from an (I) Thomas dc la Rue, [1911] 2 order confirming a reduction of Ch. 361. capital, see Securities Insurance (m) Cp. 3Ieux'ti Brewery Co., Co., [1894] 2 Ch. 410. [1919] 1 Ch. 28 ; and supra, p. 745. (o) General Order as to Reduction (n.) Samuel Allsop and Sons, of Capital, 1909, rr. 24 and 25. [1903] W. N. 132 ; Naval, Milita/rij, 782 Petitions order sanctioning reduction, reserving the right to recover arrears op calls, and requiring a limited use of the words " and reduced." {Title.) Upon the Petition of the above-named CowUng Spinning Company Limited and Reduced on the 21st June 1911, preferred unto this Court and upon hearing Counsel for the Petitioner on the 11th July 1911, and upon reading the said Petition the Order dated the 30th June 1911, dispensing with the hst of Creditors the Affidavit of R.S. and the Affidavit of J.B. both filed the 27th June 1911, and the further Affidavit of the said R.S. filed this day and the several Exhibits in the said Affidavits or some of them respectively referred to the London Gazette dated the 30th June 1911 andr/te Times Newspaper dated the 1st July 1911, and each con- taining a notice of the presentation of the said Petition and that the same was appointed to be heard on the 11th July 1911. This Court doth Oedee that the cancellation and reduction of the capital of the above-named Company resolved on and effected by the special resolution passed and confirmed at two Extraordinary General Meetings of the Petitioners the said Cowling Spinning Company Limited and Reduced held respectively on the 29th May 1911 and the 15th June 1911 and which resolution was in the words and figures following that is to say — " That the Capital of the Company be reduced from £150,000 divided " into 10,000 Preference Shares of £5 each, and 20,000 Ordinary Shares " of £5 each, to £126,644 divided into 10,000 Preference Shares of £5 each, " 16,644 Ordinary Shares (to be called ' Ordinary A Shares ') of £4 each, " and 3,356 Ordinary Shares (to be called ' Ordinary B Shares ') of £3 " each, and that such reduction be effected by cancelling paid up capital " which has been lost or is unrepresented by available assets to the extent "of £1 per share on each of the 16,644 Ordinary Shares which have been " issued and are now outstanding, and to the extent of £2 per share on each *' of the 3,356 Ordinary Shares which have been issued but have been " subsequently forfeited and not re-issued, and by reducing the nominal " amount of all the said 16,644 Ordinary A Shares in the Company's " Capital from £5 to £4 per Share, and the nominal amount of aU the said " 3,356 Ordinary B. Shares in the Company's Capital from £5 to £3 per " share, but so that the reduction to be effected shall be without pre- " judice to the right of the Company to sue for and recover all arrears of " calls now outstanding and due in respect of the said Preference and " Ordinary Shares or any of them." be and the same is hereby confiimed in accordance with the provisions of the a})ove mentioned Act. And the Court doth hereby approve the form of the Minute set forth in the Schedule hereto. And it is Ordered that this Order be produced to the Registrar of Companies and that an Office Copy thereof be dehvered to him together Mith a Minute in the words or to the effect set forth in the said Schedule. And it is Ordered that Notice of the Registration by the Registrar of Companies of this Order and of the said Minute be published as follows Oeder sanctioning Reduction 783 that is to say once each in the London Gazette and in The Times Newspaper within 10 days after such Registration. And it is Ordered that the addition of the words " and Reduced " to the title of the said Company be continued for one month from the nth July 1911 on all invoices, bill heads, correspondence, documents and stationery generally used by the above-named Company but otherwise it be dispensed with. And this Order is without prejudice to the Company's right to sue for and recover all arrears of calls now outstanding and due in respect of any of the shares hereinbefore mentioned. The Schedule before Referred to. Minute approved by the Court. The Capital of the Cowhng Spinning Company Limited and Reduced henceforth is £126,644 divided into 10,000 Preference Shares of £5 each, 16,644 Ordinary " A " Shares of £4 each and 3356 Ordmary " B " Shares of £3 each instead of the former capital of £150,000 divided into 10,000 Preference Shares of £5 each and 20,000 Ordinary Shares of £5 each. At the time of the registration of this Minute the following shares have been issued that is to say : — (a) 769 of the said Preference Shares which have been and are to be deemed paid up as follows namely : — No. and Denoting Nos. of Preference Amounts paid -up. Shares. £ s. d. 241 (being Numbers 10, 11, 17 to 91 inclusive, 102 to 136 inclusive, 162 to 176 inclusive, 183 to 207 inclusive, 213 to 257 inclusive, 266 to 269 inclusive, 357 to 361 inclusive, 377 to 411 in- clusive) ...... 5 (being Nos. 272 to 276 inclusive) 6 (being Nos. 12 to 16 inclusive and 182) 100 (being Nos. 440 to 539 inclusive) . [Here followed other blocks of shares their distinctive numbers and the amounts paid up on them.] At the time of the registration of this Minute there arc certain arrears of calls upon certain of the said Preference Shares and Ordinary Shares of which the following are the particulars :— No. of Shares Amount of Preference Shares, Call in Arrear. 255 Shares (being Nos. 277 to 326 inclusive, 352 to 356 inclusive, 540 to 739 inclusive) . .050 per share Ordinary "A" Shares. 3395 Shares being Nos. 61 to 55 inclusive, 76 to 79 inclusive, 284 to 514 inclusive, 530 to 549 inclusive, 795 to 799 inclusive, 899 to 918 inclusive, 1559 to 1758 inclu,sive, 455 5 4 3 2 15 per share 1 per share 1 6 per share 784 Petitions Shares (being Nos. 4490 to 4509 inclusive, 5381 to 5430 inclusive, 5G58 to 5677 inclu-, sivc, 5698 to 5702 inclusive, 10,962 to 11,011 inclusive [hero followed other numbers] . . . . . . . 10 per share 500 Shares being Nos. 1 to 42 inclusive, 80 to 83 inclusive, 4363 to 4462 inclusive, 4488, 4489, 4781 to 4795 inclusive [here followed other numbers] ..... I Share No. 2332 65 Shares being No. 10,012 to 10,031 inclusive, 10,432 to 10,441 inclusive [here followed other numbers] ..... The right to recover the said arrears is expressly reserved by the Order of the High Court of Justice Chancery Division made in the Matter of the above-named Company and dated 22nd July 1911. At the time of the registration of this Minute the residue of the said Preference Shares namely 9231 are unissued and the said 3356 Ordinary " B " Shares have been forfeited and have not been reissued. [Re Coivling Sphming Co., Ltd. and Reduced, 00230 of 1911. Neville, J;, July 22nd, 1911.] FORM OF ORDER ON PETITION WHERE THE REDUCTION PROPOSED DOES NOT INVOLVE THE DIMINUTION OF ANY LIABILITY IN RESPECT OF UNPAID CAPITAL OR THE PAYMENT TO ANY SHAREHOLDER OF ANY PAID- UP CAPITAL, AND A LIST OF CREDITORS HAS BEEN DISPENSED WITH. {Title same as Petition.) Upon the petition of the Company Limited and Reduced on the day of 19 preferred unto this Court and upon hearing counsel for the petitioners and upon reading the said petition an order dated the affidavit of filed and the foUowmg newspapers each containing an advertisement that the petition was appointed to be heard on 4th February 1905 namely the London Gazette dated 22nd November 1904 and The Times newspaper of the 24th November 1904 this Court doth order that the special resolution passed on the 19 and confirmed on the 19 and which was in the words and figures following (set out resolution) be confirmed in conformity with the provisions of the Companies Act 1867 and the Companies Act 1877 and it is ordered that the words "and reduced" continue to form part of the name of the Company for one month from the date of this order and the Court doth approve of the minute set forth in the schedule hereto and it is ordered that this order be produced to the Registrar of Joint Stock Companies and that an office copy of this order be defivered to him together with a minute in the words or to the effect of the minute in the schedule hereto and it is ordered that notice of the registration of this order and of the said minute be published Order sanctioning Deduction 785 once in (here set out the newspapers in which publication is required) within three weeks after registration. [National Bank of China, Ltd., 1904, No. 0150. Farwell, J., March 3rd, 1905.] The Schedule hereinbefore Referred to. [Set out minute.] FORM OF ORDER WHERE REDUCTION INVOLVES RETURN OF PAID-UP CAPITAL. (Title.) Upon the petition of the above-named United Egyptian Lands Ltd. and Reduced on the 19 preferred unto this Court and upon hearing Counsel for the petitioner and upon reading the said Petition the order dated the 19 directing an inquiry as to the debts claims and liabilities of or affecting the above-named Company on the 19 the affidavit of filed the 19 the affidavit etc. and the exhibits in the said affidavits or some of them respectively referred to the Certificate of the Registrar Companies (Winding-up) dated the 19 in answer to the inquiry directed by the said order of 19 the London Gazette and The Times and the Egyptian Gazette newspapers all dated the 19 and each containing a notice of the presentation of the said petition and that the same was appointed to be heard on the 19 . This Court doth order that the cancellation and reduction of the capital of the above-named Company resolved on and effected by the special resolution passed and confirmed at two extraordinary general meetings of the petitioner the said United Egyptian Lands Limited and Reduced held respectively on the 19 and the 19 and which resolution was in the words and figures following that is to say [here set out resolution] be and the same is hereby confirmed in accordance with the provisions of the above-mentioned Act and the Court doth hereby approve of the form of the minute set forth in the schedule hereto. And it is ordered that this order be produced to the Registrar of Companies and that an office copy thereof be delivered to him together with a minute in the words or to the effect set forth in the said schedule. And it is ordered that notice of the Registration by the Registrar of Companies of this order and of the said minute be published as follows that is to say once each in the London Gazette and in The Times and the Egyptian Gazette newspapers within 10 days after such registration. And it is ordered that the addition of the words " and reduced " to the title of the said Company be continued for one month from the date of this order. The Schedule above Referred to. Minute approved by the Court. [Hero the minute is set out.] [United Egyptian Lands, Ltd. and Reduced, 00291 of 1909, April 27tb, 1910. SWINFEN EaDY, J.] S.C.L. 50 786 Petitions order sanctioning cancellation ant) reduction of capital under an agreement by which the com- pany were to purchase their late al^nager's SHARES. (Title.) Upon the Petition of the above-named North American Land and Timber Company Limited and Reduced on the 2nd March 1911 preferred unto this Court and upon hearing Counsel for the Petitioner and upon reading the said Petition the Order dated the 17th March 1911, the affirmation of W.S.B. & M. filed the 8th March 1911, the affirmation of J.W.C. and the affidavit of F.A.B. filed the 9th March 1911 the affidavit of H.G.C. filed the 23rd March, 1911, and the exhibits in the said affirma- tions and affidavits or some of them respectively referred to the Certificate dated and filed the 12th May 1911 of the result of the inquuy directed by the said order dated the 17th March, 1911 the London Gazette dated the 16th May 1911 and The Times newspaper dated the 15th May 1911 and each containing a notice of the presentation of the said petition and that the same was appointed to be heard on the 23rd May 1911. This Couet doth Order that the cancellation and reduction of the capital of the above-named Company resolved on and effected by the special resolution passed and confirmed at two Extraordinary General Meetings of the Petitioner the said American Land and Timber Company Limited and Reduced held respectively on the 8tli February 1911 and the 24th Febraary 1911 and which resolution was in the words and figures following that is to say — " (1) That having regard to the provisions of the Agreement dated *' the 7th day of January 1911 and made between the Company of the one " part and J.B.W. of LawTcnce in the State of Kansas in the United " States of America of the other part the Capital of the Company be " reduced from £350,000 divided into 350,000 shares of £1 each of which " 126,000 shares have been issued and are fully paid up and 224,000 " shares are unissued to £314,419 divided into 314,419 shares of £1 each " and that such reduction be effected by cancelling the 35,581 fully paid " up shares now held by the said J.B.W. namely : — Incltjsive. Inclusive. iNCliUSIVE. iNCLtSrVE. Trom To From To From To From To 80193 81592 12727 12747 23220 23289 45270 45619 96874 97923 69735 69755 47377 47397 109327 109536 97924 101760 4712 4739 103601 104300 71177 71225 29940 30639 26335 26544 63638 63987 35848 36057" [Here followed other numbers.] be and the same is hereby confirmed in accordance with the provisions of the above-mentioned Act. And the Court doth hereby approve of the Minute set forth in the Schedule hereto. And it is Ordered that this Order be produced to the Registrar of Companies and that an Office Copy thereof be deHvered to him together with a aiinute in the words or to the effect set forth in the said Schedule. Oeder sanctioning Eeduction 787 And it is Ordered that Notice of the Registration by the Registrar of Companies of this Order and of the said Minute be pubHshed as follows that is to say once each in the London Gazette and in The Times newspaper withm 10 days after such Registration. And it is Ordered that the addition of the words " and Reduced " to the title of the said Company be continued for one month from the date of this Order, The Schedule before Referred to. Minute approved by the Court. The capital of the North American Land and Timber Company Limited and Reduced is henceforth £314,419 divided into 314,419 shares of £1 each instead of the former capital of £350,000 divided into 350,000 shares of £1 each. At the time of the registration of this Minute 90,419 shares are issued and are deemed to be fully paid up being the shares numbered respectively : — • Inclusive. Inclusive. Inclusive. Inclusive. From To From To From To From To 708 847 28890 29939 5G001 57379 86010 86604 1538 2541 30640 30989 58080 61019 86640 87962 2892 4501 30997 35126 61160 63259 87984 94857 4754 5411 35162 35336 63330 63546 94928 95382 [Here followed other numbers.] The residue of the said 314,419 shares viz. : 224,000 being the shares numbered 120,001 to 350,000 arc unissued and nothing is to be deemed t(j be paid up thereon. [North American Land and Timber Co., Ltd. and Reduced, 0086 of 1911. Neville, J., May 23rd, 1911.] ORDER SANCTIONING A SCHEME OP ARRANGEMENT AND REDUCTION BY CANCELLING PREFERENCE SHARES AND GIVING THEIR HOLDERS DEBENTURES INSTEAD, A SUM HAVING BEEN SET ASIDE TO MEET CLAIMS WHICH ARE UNSATISFIED. Upon the Petition of the above-named Colorado Mortgage and In- vestment Company Limited and Reduced on the 1 5th June 1910 preferred unto this Court and ujion hearing Counsel for the Petitioner on th(! 8th November 1910 and upon reading the said petition the order dated the 4th May 1910 whereby the above-named Company was ordered to convene separate meetings of ( 1 ) the holders of Preferred Shares of the said Company and (2) the holders of Ordinary Shares of the said Company for the purpose of considering and if thought fit approving with or without modification a scheme of arrangement proposed to be made between the said Jioldcrs of Preferred and Ordinary Shares of the Company and the said Comjjany (a copy of which scheme was the exhibit A.W. 2 to the affidavit of A.W. filed the 2nd May 1910 referred to in the said order) the order dated the 28th Juno 1910 (directing an incjuiry as to creditors) the London Gazette and The Times newspapers both dated the 13th of May 1910 and each con- taining an advertisement of the notice convening the said meetings directed 788 Petitions to be hold by the said order dated the 4th May 1910 the London Gazette and The Times newspapers both dated the 28th October 1910 and each containing a notice that the said petition was appointed to be heard on the 8th November 1910 the affidavit of I.C. filed the 7th July 1910 and the exhibits therein referred to and the certificate dated the 17th October 1910 of the Registrar Companies (Winding-up) of the result of the inquiry directed to be made by the said order of the 28th June 1910 — And the above-named Company having lodged in the Bank of England to the credit of the Supreme Court Suspense Account pursuant to Rule 31 of the Supreme Court Funds Rules 1905 the sum of £3622 to answer the claims referred to in Part II. of the Registrar's said certificate and any costs which may be awarded in respect thereof as appears by the Bank of England receipt dated this day This Court doth Hereby Sanction the scheme of arrangement as set forth in the seventh paragraph of the said petition and in the First Schedule hereto and Doth Declare the same to be binding on the said holders of Preferred and Ordinary Shares respectively of the said Company and also on the said Company. And this Court doth Order that the cancellation and reduction of the capital of the above-named Company resolved on and effected by the special resolutions passed and confirmed at two extraordinary general meetings of the Petitioner the said Colorado Mortgage and Investment Company Limited and Reduced held respectively on the 30th May 1910 and the 14th June 1910 and which resolution was in the words and figures following that is to say — " That the capital of the Company be reduced from £300,000 (divided "into 30,000 Preferred Shares and 30,000 Ordinary Shares of £5 each "respectively) to £150,000 divided into 30,000 Ordinary Shares of £5 " each and that such reduction be effected by cancelling all the siid 30,000 " Preferred Shares of which 25,140 only have been issued and are fully " paid up ; " be and the same is hereby confirmed in accordance with the provisions of the above-mentioned Act. And the Court Doth Hereby Approve the form of the mmutc set forth in the Second Schedule hereto. And it is Ordered that this order be produced to the Registrar of Companies and that an office copy thereof be delivered to him together with a minute in the words or to the effect set forth in the said Second Schedule hereto. And it is Ordered that notice of the registration by the Registrar of Companies of this order so far as it apphes to the cancellation and reduction of the capital of the above-named Company and of the said minute be pubhshed as follows that is to say once each in the London Gazette and in The Times newspaper within ten days after such registration. And it is Ordered that the addition of the words " and Reduced " to the title of the said Company be continued for two months from the date of this order. And it is Ordered that the funds lodged in the Bank of England to the credit of the Supreme Court Suspense Account be transferred and loflg d in Court as directed in tlie Lodgment Schedule hereto. Order sanctioning Reduction 789 And the said Company is to bo at liberty to apply for payment out to it uf the funds hereinbefore directed to be lodged on the due production of evidence that the alleged claims of the creditors hereinbefore referred to have been secured by money paid into the Supreme Court of the State of Colorado in the United States of America for that purpose and gene» rally with reference to the said moneys. The FmsT Schedule before Referred to. Scheme of arrangement as sanctioned by the Court. 1. The capital of the Company shall be reduced by cancelling all the 30,000 Preferred Shares of £5 each of which 25,140 only have been issued and are fully paid up. 2. All arrears of dividends (whether declared or not) on the said Pre- ferred Shares shall be cancelled, 3. Debenture Stock to the amount of £125,700 shall be created by the Company and issued to the holders of the said Preferred Shares in propor- tion to the nominal amounts of the Preferred Shares Ijcld by them re- spectively. 4. The said Debenture Stock shall bear interest at the rate of 4 per centum per annum as from the 11th November 1909 and be repayable on the 11th November 1919 but redeemable at the option of the Company at any time by purchase or by tender not over par and by drawings at par. 5. The Company shall not pay any dividend on any of its shares until the said Debenture Stock shall have been paid off. 6. The Company may assent to any modification of this scheme or to any conditions which the Court may think fit to approve or impose. The Second Schedule before Referred to. Minute approved by the Court " The capital of The Colorado Mortgage and Investment Company " Limited and Reduced henceforth is £150,000 divided into 30,000 Ordinary " Shares of £5 each reduced from the original capital of £300,000 " divided into 30,000 Ordinary and 30,000 Preferred Shares of £5 each " respectively. At the time of the registration of this minute the sum "of £5 has been and is to be deemed to be paid up on each of the said " 30,000 Ordinary Shares." Registrar Companies (Winding-up). 790 Petitions Lodgment Schedule. In the High Court of Justice, Chancery Division. November 1910. Re The Colorado Mortgage and Investment Company Limited and Reduced. Ledger Credit as above : " Security to answer Claims of M.G.S. and W.B.G.S. and Costs relating thereto." Particulars of Funds to be lodced to the Account of the Paymaster-General. Person to make the Lodgment. Amounts. Money. Securities. Cash The Colorado Mortgage and Investment Company Limited and Reduced. £ 3622 s. d. £ s. d. iRe Colorado Mortgage and Investment Co., Ltd. and Reduced, 00146 of 1910. Neville, J., Nov. 14th, 1910.] FORM OF DIRECTION IN ORDER DIRECTING ADVERTISE- MENT OF REASONS FOR REDUCTION. And this Court doth order that the said British Coalite Co. Ltd. and Reduced do publish as follows that is to say once each in the London Gazette and in the Times Newspaper notice of the Registration by the Registrar of Companies of this order and the said minute within ten days after such registration and also a notice pursuant to section 55 of the above-mentioned Act in the form set forth in the second schedule hereto setting forth the reasons for the reduction of its capital with a view to giving proper information to the public in relation to the reduction of capital of the said Company. [British Coalite Co., 00420 of 1913. AsTBURY, J., January 13th, 1914.] FORM OF ADVERTISEMENT OF REGISTRATION OF ORDER ANT) MINUTE. In the High Court of Justice, Chancery Division. ]VIr. Justice In the Matter of The Company Limited and Reduced and In the Matter of the Companies (ConsoHdation) Act 1908. Notice is hereby given that the order dated the 12th day of December 1911 confirming the reduction of the capital of the above-named Company from £500,000 to £50,000 and the I\Iinute approved by the Court showing Advertisements 791 with respect to tho capital of the company as altered the several parti- culars required by the above-mentioned Act was registered by tho Registrar of Joint Stock Companies. The said Minute is in tho words and figures following namely [here get out minute]. Dated the day of 19. , A.B. and Co. Solicitors to the above-named Company. (The same, Short Foem not setting out the Minute {p).) {Title as above.) Notice is hereby given that the order of the High Court of Justice Chancery Division dated day of 1919 confirming the reduction of the capital of the above-named Company from £150,000 to £75,000 and the Minute approved by the Court showing with respect to the capital of the Company as altered the several particulars required by the above Statute was registered by the Registrar of Joint Stock Com- panies the day of 1919. A. B. and Co. Solicitors for the above-named Company. (The same, giving Reasons for Reduction.) In the Matter of the Companies (ConsoUdation) Act 1908 and In the Matter of Truman Hanbuiy Buxton and Co. Limited and Reduced. Notice is hereby given that the Order of the High Court of Justice (Chancery Division) dated the 26th day of July 1910 confirming the re- duction of the capital of the above-named Company from £2,215,000 to £1,425,250 and the Minute (approved by the Court) shomng with respect to the capital of the Company as altered the several particulars required by the above-mentioned Act were registered by the Registrar of Joint Stock Companies on the 5th day of August 1910. And notice is hereby also given pursuant to the said Order and to Section 55 of the above-mentioned Act that the reason for the reduction of the Capital of the Company is the loss of upwards of £1,000,000 of tho capital value of the assets of the Company by reason of the depreciation in value of freehold and leasehold licensed properties of the Company and of hcensed properties upon the security of which moneys of the Com- pany have been advanced and that such depreciation has been caused by the imposition of increased taxation culminating in the increased duties payable under the provisions of the Finance (1909-10) Act 1910 {q). And notice is hereby also given that the said Minute is in the words and figures following : — ■ (p) See Oceana Development Co., advertisement, but diroctod that [1912] W. N. 138. tho words "culminating in the (g) In Barclay, Perkins ), and the form Mining and Land Co. (1919), 36 of minuto on pp. 783 and 784. T. L. R. 87, 796 Petitions I'Jl'J reduced from the former capital of £325,000 divided into 281,257 shares of IGs. each and 43,743 shares of £1 each of which at the date of the registration of this minute (a) 280,007 shares of 16s. each had been issued and the full amount of 16s. had been pa'd up and was to be deemed to be paid up thereon (6) 1250 shares of 16s. each had been issued and the amount of 6s. a share had been and was to be deemed to be paid up thereon and (c) none of the said 43,743 shares of £1 each had been issued. A special resolution of the Company has been passed and confirmed to the effect that on such reduction taking effect the capital of the Company as so reduced be subdivided into 1,343,743 shares of 4s. each of which 1,120,028 shares numbered 1 to 1,120,028 inclusive are fully paid ; 5000 shares numbered 1,120,029 to 1,125,028 inclusive are paid up to the extent of Is. Qd. a share and 218,715 shares are unissued. RESOLUTION FOR REDUCTION BY CANCELLING SHARES WHICH HAVE NOT BEEN TAKEN OR AGREED TO BE TAKEN BY ANY PERSON AT THE TIME OF THE REDUC- TION (a). That the capital of the Company be reduced from £20,000 divided into 20.000 shares of £1 each to £18,000 divided into 18,000 shares of £1 each and that such reduction be effected by cancelling 2000 shares numbered 18.001 to 20,000 both inclusive in the capital of the Company which at the date of the passing of this resolution have not been taken or agreed to be taken by any person. RESOLUTION FOR RETURNING ACCmiULATED PROFITS IN REDUCTION OF PAID-UP CAPITAL— THE UNPAID CAPITx\L BEING THEREBY DsCREASED BY THE A^IOUNT RE- TURNED (6). That a sum of 7s. per share be returned to each shareholder out of the undivided profits which the Company has accumulated in reduction of the capital paid up by him on his shares and to the intent that the capital unpaid by him in respect of his shares may be thereby increased by a similar amount. (a) Companies (Consolidation) wilfully authorizes or permits the Act, 1908, s. 41. The resolution in default will be liable to a Uke such case need not be a special penalty, and see supra, p. 109. resolution, and does not require to (b) The resokition in this case be confirmed by tlie Court ; but need not be confirmed by the Court ; every copy of the memorandum the resolution must be a special issued after the date of the altera- resolution : Companies (Consolida- tion must be in accordance witli tlie tion) Act, 1908, s. 40, and see supra, alteration. A company maldng p. 30G. The memorandum to be default in complying with tliis filed with the Registrar of Com- provision will be liable to a fine not panics will be in the form of the exceeding £1 for each copy in first minute on p. 794, supra, except respect of which default is made, that it will speak of the registration and every director and manager of •' of this memorandum " an4 npt pf the cojnpany who knowingly and " this tniqute " Explanatory Circulars 797 In some cases, e.g. where a particular class of shares is to be bought out and extinguished, it may be desirable to have an agree- ment with the holders of shares of such class. FORM OF AGREEMENT BETWEEN THE COMPANY AND .SHAREHOLDERS OF A CLASS. An Agreement made this day of 19 . Between The Company Limited (hereinafter called the Company) of the one part and the several persons whose names and addresses and the denoting numbers of whose shares are set out in the schedule hereto (e) being the holders of all the founders' shares of the company of the other part. Whereby' it is agreed between the parties hereto as follows :— 1. The Company shall be at Kberty to take such steps as may be requisite for passing a resolution for increasing its capital from £10,000 to £20,000 by the creation of 10,000 new ordinary shares of £1 each and for reducing such increased capital from £20,000 to £19,500 by cancelhng all its 500 founders' shares of £1 each and returning to the holders of such shares the capital paid up on the same and the parties hereto of the second part shall not take any steps to prevent such increase or reduction or either of them. 2. In the event of such increase and reduction of capital being effectu- ally carried out each of the holders of the founders' shares of the company shall in respect of each founders' share held by him receive in addition to the capital paid upon his founders' shares a sum of £ out of the accumulated profits of the company and shall be allotted and accept an allotment of of the new ordinary shares of the company, the full nominal amount of such shares to be paid by him on allotment. 3. In the event of such increase and reduction not having been effectu- ally carried out before the day of next the Company or any holder of founders' shares may give notice in writing terminating this agreement and thereupon this agreement shall become void. 4. Any notice under these presents shall bo deemed to be duly given if left at the registered office of the Company. The Schedule hekeinbefore Referred to. Names and Addresses, Denoting numbers of founders' shares. It is sometimes desirable to accompany the notice for the meet- ings for passing the resolutions by an explanatory circular; such circular would be in some such form as the following : — THE COMPANY LIMITED. In order to carry on the business of the Company it is neccssaty to raise fresh capital, but owing to the rights conferred on the holders of founders' shares, it is felt that it will be difficult if not impossible to do this. (c) Whore the course ])r()i)osed ih best to have and to recite such a within the powers which can be resolution authorizing ono of tho exercised by a class resolution, it is class to enter into the agreement. 798 Petitions Under these circumstances the directors have entered into a con- ditional agreement with all the holders of founders' shares. The following are the material terms of such agreement : — ■ 1. Capital of the Company to be increased by the creation of 15,000 new ordinary shares of £1 each and such increased capital to be reduced by cancelling all the founders' shares — and repaying to the holders of such shares the amounts paid up by them on their shares as provided by the notice sent herewith. 2. In the event of the proposed resolutions being passed and of the pro- posed resolution for the reduction of the capital of the Company being subsequently confirmed as a special resolution and sanctioned by the Court each holder of founders' shares in respect of each founders' share held by him prior to such cancellation to receive a sum of £ {d) out of the accumulated profits of the Company and to be allotted and accept an allotment of of the new ordinary shares which the Company proposes to issue, the full nominal amount of such shares to be paid on allotment. 3. Either party to be entitled to give the other notice determining the agreement if such increase and reduction have not been effectually carried out by 19 The following is another form of circular in cases where the holders of one class of shares are by the scheme for reduction to give up certain rights and are to receive in return votes : — THE COaiPAXY LimTED. [State reasons for reduction.] The preference shareholders are by the scheme referred to in the notice of meeting sent heremth to give up the foUowmg rights [the rights are here set out] in return each preference shareholder ^nll receive one vote for each share held by him if the reduction becomes effective and not otherwise. Alteration op Objects of Company. The Companies (Memorandum of Association) Act, 1890 (e) gave powers of altering the memorandum of association so far as concerns the objects of a company; these powers are re-enacted by the present Act(/). These provisions seem by virtue of section 263 of the Act to extend to altering similar provisions in the deed of settlement, contract of co-partnery, cost book regulations, or other instrument constituting or regulating a company registered under Part VII. of the Act, and not being provisions contained in an Act of Parliament relating to the company or in letters patent, or a royal charter {g). They only authorize alterations in particular specified ways, and [d) See Anglo-French Exploration (c) 53 & 54 Vict. c. 62. Co., [1902] 1 Ch. 845; Development (/) Companies (ConsoUdation) Co. of Central, etc., Africa, [1902] 1 Act, 1908, s.\ Ch. 547 J and supra, pp. 743 and 744. {g) Ibid., s. 263. Substitution of Memorandum and Articles 799 under these powers a company cannot alter tlie entire scope of its business (h). Thus, a company will not be enabled, under these provisions, to alter its business from one to protect cyclists into one to protect cyclists, motorists, and tourists generally (i), nor was a company formed for the purpose of investing its funds in Government securities allowed to alter its objects so as to invest in all sorts of securities {k). In another case the Court, while sanctioning a scheme for altering a single ship company, into a company owning and working unlimited ships, intimated that, if there had been any opposition, it would have withheld the requisite sanction (I). Further, the Court will not, under these provisions, alter a memorandum of association simply for the purpose of enabling a company to set out at length and in modern form, a number of powers or objects which it has already got (jh). These are matters for a reconstruction scheme, and the pro- visions now under discussion are not meant to enable a company to avoid reconstruction in a proper case, and so to deprive dissentients of their rights (n). A company formed without shares or capital can be wound up, and consequently can avail itself of these provisions to alter its memorandum (o). It has now been decided that a company registered under the Companies Act, 1856 (p), and not under the later Acts, can avail itself of these powers to alter its memorandum (q). Of course, these powers also enable a company registered under the Companies Act, 1862, to alter its memorandum of association. Companies formed under the provisions of any Companies Act {h) S. 9 (1), but cp. London and ship Insurance Association, [1900] Edinburgh Shipping Co., [1909] 1 Ch. 481 ; followed in Momnouth- S. C. 1. s/aVe and South Wales, etc.. Society, {i) Cyclists' Touring Club, [1907] [1909] W. N. 6. This does not, 1 Ch. 269 ; and cp. Western however, apply to a company with Ranches v. Nelson's Trustees (1899), no members, for such a company 38 S. L. R. 576. cannot pass a special resolution : (k) Government Stocks Investment Blackburn Philanthropic Assurance Co. {No. 1), [1891] 1 Ch. 649 ; but Co., [1914] 2 Ch. 430. see Government Stocks Investment (p) 19 & 20 Vict. c. 47. Co. {No. 2), [1892] 1 Ch. 597. {q) Eu-phrates and Tigris Steam {I) BerniciaSteamshi]), Ltd. {1900), Navigation Co., [1904] 1 Ch. 360; 81 L. T. 816; 69 L. J. (ch.) 194; Nitrophosphateand Odams, etc., Co., cp. King Line Co. (1902), 4 Fraser, [1893] W. N. 141 ; Hong Kong and 504. China Gas Co., [1898] W. N. 158 ; (m) Conse« //on Co., [1901] 1 Ch. Copiapo Mining Co. (1899), 6 236 ; D. and D. H. Fraser, Ltd. Manson, 320, which cases did not (1903), 19 T. L. R. 364. follow General Credit Co., [1891 1 {n) Conaett Iron Co., [1901] 1 Ch. W. N. 153 ; and see also Companies 236. (Consolidation) Act, 1908, ss. 245, (o) North oj England Iron Steam' 246. 800 Petitions prior to that of 185G, may alter the form of tlieir constitution by substituting a memorandum and articles of association for a deed of settlement (r), where they have registered under Part VII. of the Act (s), or have registered but not been formed iinder the Act of 1856, or the Act of 1862 (t). In such case the alteration is made in the same way as an altera- tion of the memorandum of association is made {u), and the sub- stituted memorandum and articles will on the registration of the alterations being certified by the Eegistrar of Companies apply to the company in the same manner as if it had been registered under the Act with them, and the deed of settlement will cease to apply (m). A memorandum and articles may be substituted for a deed of settle- ment either with or without an alteration of the objects of the company {x), and the sanction of the Court is required even where no alteration in the objects of the company is proposed {xx). The object clause in the substituted memorandum must not merely set out the objects by reference to the old deed of settlement, and if the company proposes to convert itself from an unlimited into a limited company, it should register under section 57 of the Act before the petition is heard {y). Turning to the alterations which may, under section 9, be made in the memorandum of association, or deed of settlement of a company. They are divided into five heads. They are alterations that may be required — 1. To enable the company to carry on its business n'lore econo- mically or more efficiently {z). Under this head companies formed for purchasing reversions [a), and for investing in specified (r) A deed of settlement for this have jurisdiction under sections 246 purpose includes any contract of co- and 264 of the Companies (Consoli- partnery or other instriunent con- dation) Act, 1908. stitu ting or regulating the company, (u) Companies (Consolidation) not being an Act of Parliament, a Act, 1908, s. 264 (2). A printed Royal Charter, or Letters Patent : copy of the substituted memoran- Companies (Consolidation) Act, dum and articles must be delivered 1908, s. 264 (4). A deed of settle- to the Registrar of Joint Stock ment which has been altered by Act Companies. of Parhament can, in matters not (x) Companies (Consolidation) affected by such Act, be altered Act, 1908, s. 264 (3). In Union under these provisions : Reversion- Bank of Scotland, [1918] S. C. 31, ary Interest Society, [1892] 1 Ch. the Court in sanctioning such a sub- 615. stitution limited the objects as set (s) Companies (Consolidation) out in the proposed memorandum. Act, 1908, s. 264. For formof peti- (a\r) Brainiree and Booking Gas tion, post, Tp. 810, and of order, post, Co., [1920] W. N. 151. pp. 822 and 823. {y) Royal Excliange Buildings, [i) Euphrates and Tigris Steam Glasgow, [IQ11]S. C. 1337. Navigation Co., [1904] 1 Ch. 360. (z) Companies (Consolidation) Where a company has been regis- Act, 1908, s. 9 (1) (a), tered but not formed under the (a) Reversionary Interest Society^ Companies Act, 1SU2, the Court will [1892] 1 Ch. 615. Alterations that can Be Sanctioned 801 securities (b), have been allowed to make alterations enabling them to issue debentures and give security to their creditors, because these powers would enable them to carry on their main business on a larger scale, and consequently more efficiently ; and in another case, a company formed for carrying on a manufacturing business was enabled to form a reserve fund, and to invest it, while not required in its business, in certain specified securities (c). Under this pro- vision companies have been allowed to take general powers which may prove useful for carrying on their business (d). The Scottish Courts have refused to sanction an alteration enabling a company to sell its whole undertaking, and thus abandon its objects (e) ; but they have allowed a company which already had such a power to extend that power and to take power to promote a new company to acquire its assets (/). II. To attain its main purpose by new or improved means (7). It has been said that the word " purpose " was probably intentionally used here, as being more limited than the word " objects," and that consequently this provision is not intended to enable a company, with a memorandum in modern form, to attain any one of its numerous objects by new or improved means {h). III. To enlarge or change the local area of its operations {i). In one case a company whose operations were limited to India, was under this power enabled to extend such operations to other places (k) ; and in another case a company formed to acquire land in Egypt was allowed to acquire land in tlie Soudan also {I). Again, a company formed to work laundries at Kirkcaldy, was allowed to work laundries at other places in the county of Fife (m). IV. To carry on some business which under existing circum- stances may conveniently or advantageously be combined with the business of the company (n). This is the power of alteration most frequently invoked. (&) Government Stock Investment |7re, °^ ^^ * proxy to act for t at the meeting of the e If " for " Ordinary Shareholders to be held at insert "for." on Tuesday, the 16th day of May, 1911, at 12.30 o'clock in the If " against ' afternoon, for the purpose of considering, and, if thought fit " against " approving the proposed Scheme of Arrangement referred to in and strike the notice convening the meeting, and at such meeting or any out the adjournment thereof to vote for J and in * "scheme" i^^me § the said Scheme, either with or without such and initial modification as * proxy may approve, such altera- Dated the day of May, 1911. ^'°"- (Signature) Notes. — (1) This proxy must be signed and lodged with the Secretary of the Company, at , not later than 12 o'clock noon, on Monday, the 15th day of May, 1911. (2) Any alteration in the proxy should be initialled. (3) The person to whom the proxy is given must be a member of the class {i.e. Ordinary), who must attend the meeting in person to represent you. Order on sanctioning Scheme of Arrangement involving a Reduction and Reorganization of Capital. {Title same as Petition.) Upon the petition of the above-named Company Limited and Reduced and [of a debenture-holder and shareholder of the above-named Company] {x) on the 3rd day of March 1909 presented xmto this Court and upon hearing Counsel for the Petitioners and upon reading the said Petition the Order dated the ]6th day of December 1908 whereby the said Company was ordered to convene separate meetings of (1) The Pre- preference Shareholders of the said Company (2) The Preference Share- holders of the said Company and (3) the Ordinary Shareholders of the said Company for the purpose of considering and if thought fit approving with or without modification a scheme of arrangement proposed to be made between the said Pre-prcfcrence Preference and Ordinary Shareholders and the said Company (a copy of which scheme was the exhibit A. to the affidavit of H.F.B. filed the day of hereinafter referred to) the order {u) See Practice Directions, [\89Q] {x) Words in square brackets W. N. 5G ; [1910] W. N, 154, now unnecessary. 856 Petitions dated the 9th March 1009 dispensing with the list of creditors. The London Gazette dated the 25th December 1908 and The Times newspapers dated the 23rd December 1908 and each containing an advertisement of the notice convening the said meetings directed to be held by the said Order dated the 16th day of December 1908 the London Gazette dated the 19th March 1908 etc. and each containing a notice of the presentation of the said Petition and that the same was appointed to be heard on the 30th day of March 1909 and the four several affidavits of etc. and the exhibits in the said affidavits or some of them respectively referred to and the Report dated the 1909 of the result of the meetings directed to be held by the said Order of the 16th day of December 1908. This Court doth hereby sanction the scheme of arrangement as set forth in the Schedule to the Petition and in the first Schedule hereto and doth declare the same to be binding on the holders of the Pre-preference Preference and Ordinary Shares of the said Company and this Court doth order that the cancellation and reduction of the capital of the above-named Company resolved on and effected by the special resolution passed and confirmed at two extraordinary general meetings of the Petitioner the said Welsh Flarmel Manufacturing Company Limited and Reduced held respectively on the day of and the day of 1908 and which resolution was (inter alia) in the words and figures following [Here followed the special resolutions for reduction of capital] be and the same is hereby confirmed in accordance with the provisions of the Companies Act 1867 and the Companies Act 1877 and the Court doth hereby approve of the Minute set forth in the 2nd Schedule hereto and this Court doth further Order that the Special resolution passed and confirmed at the above-mentioned extraordinary general meetings of the Petitioner the Welsh Flannel Manufacturing Company Limited and Reduced held respectively etc. modifying the conditions contained in its Memorandum of Association so as to reorganize its capital and which resolution was i)iter alia in the words and figures following that is to say [Here followed tlie special resolution for reorganization of share capital] be and the same is hereby confirmed and it is ordered that this order be produced to the Registrar of Joint Stock Companies and that an office copy thereof be dehvered to him with a minute in the words or to the effect of the minute set forth in the second schedule hereto. And it is ordered that notice of the registration by the Registrar of Joint Stock Companies of this order so far as it applies to the cancellation and reduction of the capital of the above-named Company and of the said minute be pubMshed as follows that is to say once each in the London Gazette and in the within 10 days after such registration. And it is ordered that the addition of the words " and reduced " to the title of the said Company be continued for one month from the date of this Order. The First Schedule contained the scheme of arrangement. The Second Schedule contained the minute. Wdsh Flannel Manufacturing Company Limited and Reduced, 00144 of 1908. SwrNFEN Eady, J., March 30th, 1909, Order sanctioning Scheme of Arrangement, etc. 857 SCHEME OF arrangement INVOLVING A REDUCTION OF CAPITAL BY WHICH THE LIABILITY ON THE ORDINARY SHARES IS EXTINGUISHED AND PART OF THE PAID- UP CAPITAL REDUCED— THE HOLDERS OF THE LIFE GOVERNORS' SHARES CONSENTING AS THEY ARE UNDER THE SCHEME GIVING UP VALUABLE RIGHTS. {Title.) Upon the Petition of the above-named Diamond Exploration and Finance S j ndicate Limited and Reduced whose registered office is situate at in the City of London on the 7th March 1911 preferred unto this Court, and upon hearing Counsel for the Petitioners and for J.P. and T.D. and C.E.D. holders respectively of the two Life Governors Shares of the above-named Company and upon reading the said Petition the order dated the 23rd November, 1910 whereby the above-named Com- pany was ordered to convene a meeting of the holders of the Ordinary Shares of the Company for the purpose of considering and if thought fit approving (with or without modification) a Scheme of Arrangement proposed to be made between the said Company and the holders of its Ordinary and Life Governors' Shares respectively (a copy of which Scheme was the exhibit H.C.U. (2) to the affidavit of H.C.U. filed the 22nd November 1910 hereinafter mentioned) the Order dated the 14th March, 1911 the affidavit of H.C.U. filed the 22nd November 1910 the two further several affidavits of the said H.C.U. and the affidavit of J.P. (being the report of the Chaimian of the result of the meeting held pursuant to the said order dated the 23rd November, 1910) all filed the 9th June, 1911 and the exhibits in the said affidavits or some of them respectively referred to the Certificate of the Registrar Companies (Winding-up) dated the 12th July 1911 of the result of the inquiiy directed to be made by the said Order of the 14th March 1911. The London Gazette and The Times newspaper both dated 2nd December 1911 and each containing an advertisement of the notice convening the said Meeting directed to be held by the said Order dated 23rd November, 1910, the London Gazette and The Times newspaper both dated the 14th July 1911, and each containing a notice of the presentation of the said petition and that the same was appointed to be heard on the 25th July 1911. And the said J.P. and T.D. and C.E.D. by their Counsel consenting to this Order. This Court doth Hereby sanction the Scheme of Arrangement as set forth in the Schedule to the said Petition and in the first Schedule hereto and doth declare the same to be binding on the holders of the Ordinary Shares of the said Company and on the said Company. And this Court doth Order that the cancellation and reduction of the capital of the above-named Company resolved on and effected by the special resolution passed and confirmed at two Extraordinary General Meetings of the Petitioners the said Diamond Exploration and Finance Syndicate Limited and Reduced held respectively on the 2 1st December 1910 and the 11th January 1911 and which rPBohition wos in the wor(^3 and figures follo^ying, tJiat i,^ to siay :— ? 858 Petitions " That the Scheme of Arrangement submitted to this Meeting and the " reduction of the Capital of the Company from £100,000 to £60,000 and " the subdivision of the unissued ordinary shares of the Company thereby " contemplated be approved " be and the same is hereby confirmed in accordance with the provisions of the above-mentioned Act. And the Court doth Hereby approve the form of the Muiute set forth in the 2nd Schedule hereto. And it is Oedered that this Order be produced to the Registrar of Companies and that an Office Copy thereof be deUvered to him together with a IVIinute in the words or to the effect set forth in the said Schedule. And it is Ordered that Notice of the Registration by the Registrar of Companies of this Order (so far as it confirms the reduction of the Com- pany's Capital) and of the said IVIinute be published as follows that is to say once each in the London Gazette and in The Times newspaper within 10 days after such Registration. And it is Ordered that the addition of the words " and Reduced " to the title of the said Company be continued for one month from the date of this Order. Registrar Companies (Winding-up). The First Schedule before Referred to. Scheme of Arrangement. (1) That the Capital of^he Company be reduced from £100,000 divided into 99,998 Ordinary Shares of £1 each and Two Life Governors Shares of £1 each, to £()0,000 divided into 60,000 Ordinary Shares of 65. M. each, 39,998 Ordinary Shares of £1 each and Two Life Grovernors Shares of £1 each and that such reduction be effected : — {a) by extinguishing the liability in respect of the uncalled capital to the extent of Is. 6d. per share upon the 60,000 Ordinary ' Shares of the Company numbered 1 to 60,000 inclusive which have been issued ; and (Ij) by cancelUng capital which has been lost or is unrepresented by available assets to the extent of os. lOd. per share upon the 60,000 Ordinary Shares of the Company numbered 1 to 60,000 inclusive which have been issued and are outstanding and by reducing the nominal amount of such Ordinary Shares from £1 to 6s. 8d. per share. (2) That each of the 39,998 Ordinary Shares of the Company of £1 each numbered 60,001 to 99,998 inclusive which are unissued be subdivided into three shares of 6s. 8«f. each and that the shares resulting from such subdivision be numbered from 60,001 to 179,994 inclusive. (3) That imtU such time as the Company shall have distributed by way of dividend among the holders of the Ordinary Shares of the Company numbered 1 to 60,000 inclusive profits of the Company to an aggregate amount of £17,500 the holders of the Life Governors Shares be not entitled to participate in any distribution of any of the profits of the Company. (4) In the event of the ^raiding-up of the Company before such tune as profits of the Company to the aggregate amount of £17,500 shall have Order sanctioning Scheme of Arrangement 859 been distributed by way of dividend among the holders of the Ordinary Shares of the Company numbered 1 to 60,000 inclusive the assets of the Company remaining after payment of the debts and lialnlities of the Company be applied first in payment to the holders of the said Ordinary Shares of such an amount as will together with the aggregate amount of the dividends paid upon such Ordinary Shares subsequent to the con- firmation of this Scheme by the Court be equivalent to the sum of £17,500. (5) That subject to the provisions of this scheme the provisions of the Company's Memorandum of Association do remain of full force and effect. The Second Schedule before Referred to. Minute approved by the Court. " The capital of the Diamond Exploration and Finance Syndicate " Limited and Reduced is henceforth £60,000 divided into 179,994 Ordinary " Shares of 6s. 8d. each and two Life Governors' Shares of £1 each instead " of the former capital of £100,000 divided into 99,998 Ordinary Shares " of £1 each and two Life Governors' Shares of £1 each. At the time of " the registration of this Minute 59,950 of the said Ordinary Shares numbered " 1 to 38,155 inclusive and 38,206 to 60,000 inclusive and the two Life " Governors' Shares numbered 99,999 and 100,000 respectively have been " issued and the full nominal amount thereof has been paid and is to be " deemed to have been paid up on each of such issued shares respectively. " 50 of the said Ordinary Shares numbered 38,156 to 38,205 inclusive " have been issued and the sum of 4.S. 2d. has been paid and is to be " deemed to have been paid up on each of such shares, respectively. The " said 50 shares have been forfeited by the Company for non-payment of " calls and have not been re-issued. The remaining 119,994 Ordinary " Shares have not been issued and nothing has been or is to be deemed " paid up thereon." [Re The Diamond Exploration and Finayice Syndicate Limited and Reduced, 00406 of 1910. Neville, J., July 25th, 1911.] order sanctioning scheme of arrangement between a company and its creditors with direction as to TAXATION OF COSTS. {Title.) Upon the Petition of the above-named B.U.R.T. Company Limited whose registered office is situate at in the County of London on the 15th June 1911 preferred unto this Court, and upon hearing Counsel on the 20th June 1911 for the Petitioners for the respondents Company Limited and for the and another and for respectively creditors of the above-named Company, and upon reading the said Petition the order dated the 23rd day of May 1911 whereby the said B.U.R.T. Company Limited was ordered to convene separate meetings of (I) The unsecured Creditors of the Company 860 Petitions (2) The Shareholders in the Company for tlie purpose of considering and if thought fit approvmg with or without modification a Scheme of Arrangement proposed to be made between the said Creditors and the said Company a copy of wfiich Scheme was set forth in the schedule to the Summons issued in these matters on the 19th day of May 1911 the London Gazette and The Times newspaper both of the 26th May 1911 and each containing an advertisement of the notice convening the said meetings directed to be held by the said order dated the 23rd May 1911 the affidavit of F.P. filed the 14th June 1911 the joint and several affidavits of R.R.W. and R.O.M. filed the 16th June 1911 and the affidavit of the said R.R.W. filed this day and the several Exhibits in the said affidavits or some of them respectively referred to. This Court doth hereby sanction the Scheme of Arrangement as set forth in the 10th paragraph of the said Petition and in the Schedule hereto and doth declare the same to be binding on the above-named B.U.R.T. Company Limited and all its unsecured Creditors. And it is Ordered that the costs of the Petitioners referred to in the said Schedule the costs of the Respondents of this Petition and the costs of the and another of appearing on the said Petition be taxed and paid by the said Company as provided by the said scheme of Arrangement. The Schedule above Referred to. Scheme of Arrangement. That all Creditors whose claims would be preferential in the winding-up of the Company be paid m full in cash and that all the other unsecured Creditors of the Companj' accept in their option Debentures of the Company payable at the expiration of one year from the date of issue carrj'ing interest at five per cent, per annum payable half-yearly for the amount of their debts in full at par such Debentures to constitute a charge upon the whole of the Company's imdertaking and assets with a proviso that no security ranking in priority to the Debentures shall be created by the Company and shall contain Clauses enabling the holders of not less than half of the Debentures to appoint a Receiver and Manager and to enable compromises and arrangements to be sanctioned by Extraordinary Resolution of the Debenture-holders with the alternative right to accept a composition of 105. in the £ payable in cash as to 2s. 6d. in the £ within 14 days from the sanction of the Court to the Scheme, as to 2s. Qd. in the £ Avithin one month thereafter, as to 2s, 6d. in the £ within two months there- after and as to the remaining 2s. Gd. in the £ within three months there- after such Debentures or cash to be accepted in full satisfaction of their claims. That the costs of and incident to the Application to the Court for and the summoning and holding of the Meetings and the Petition for obtaining the sanction of the Court to the Scheme and of all parties properly appearing thereon and the costs of the existing Winding-up Petition be paid in cash out of the assets of the Company. [Re B. U.B.T. Company, Ltd., 00188 of J911. Neville, J., July 27th, 1911.] Obder sanctioning Scheme of Arrangement 861 ORDER sanctioning SCHEME OF ARRANGEMENT INVOLVING THE FORMATION OF A NEW COMPANY (t/). (Title.) Upok the Petition of the above-named Anglo-Canadian Finance Company Limited whose registered office is situate at in the City of London on the 15th November 1911 preferred unto this Court and upon hearing Counsel for the Petitioners and upon reading the said Petition, the order dated the 21st July 1911 whereby the said Company was ordered to convene separate meetings of (1) The fully paid ordinary shareholders (2) The partly paid ordinary shareholders and (3) The deferred shareholders of the said Company for the purpose of considering and if thought fit approving with or without modification a Scheme of Arrangement proposed to be made between the said respective shareholders and the said Comjiany (a copy of which Scheme was the exhibit J.R.T. (1) to the affidavit of J.R.T. hereinafter mentioned) the three several affidavits of J.R.T. filed respectively the 20th July the 25th October and the 22nd November 1911 the affidavit of H.B. filed the 22nd November 1911 and the affidavit of H.B. .filed the 27th November 1911 and the Exhibits in the said affidavits or some of them respectively referred to (the exhibit J.R.T. (3) to the above- mentioned affidavit of J.R.T. filed the 25th October 1911 being the Report of the Chairman of the result of the Meetings hereinbefore referred to). And the Judge having waived the omission to advertise notice of the meetings above referred to as directed by the said Order of 21st July 1911. This Court doth hereby sanction the Scheme of Arrangement as set forth in the 9th paragraph of the said Petition as modified at the said meetings and which Scheme of Arrangement as so modified is set forth in the Schedule hereto and doth declare the same to be binding on the said fully paid Ordinaiy shareholders the partly paid Ordinary shareholders and the deferred shareholders of the above-named Company and also on the said Company. The Schedule before Referred to. The Anglo-Canadian Finance Company, Limited. Scheme of Arrangement. 1. A new Company shall be formed under the Companies (Consolida- tion) Act, 1908, as a Company limited by shares with the same name as the present Company, or with such other name as may be determined by the Directors or Liquidator of the present Company. 2. The Capital of the new Company shall be £200,000, divided into 400,000 shares of lOs. each, aU of one class. The objects of the new Com- pany shall include the acquisition and undertaking of all or any of the assets and liabilities of the present Company. The first Directors of the new Company shall be the present Directors of the present Company, or in the case of the refusal or inability of any of the said persons to act, some {y) Such schemes must make [1913] 1 Ch. 377; Sandwdl Park proper provision for the rights of Colliery Co., [1914] 1 Ch. 589; see dissentients: General Motor Cab Co., discussed supra, pp. 835 and 838. 862 Petitions other person nominated in his place by the others of the said Directors. The Memorandum and Articles of Association of the new Company shall be framed in accordance with the draft which has been already prepared wth the privity of the present Directors of the Company. 3. The present Company shall by its Directors or Liquidator enter into an agreement with the new Company for the adoption of this scheme by the new Company and for the transfer to the new Company, upon the terms and subject to the provisions of this scheme, of the business and all the assets of the present Company as existing on the date on which such transfer of the business is effected, except as hereinafter mentioned, 4. There shall be excepted from the assets of the present Company to be transferred to the new Company, under this scheme, cash or other assets of the present Company to be selected by the Directors or the Liquidator of the present Company to the amoimt or value required — ((/) To pay and discharge all the debts and liabihties of the present Company excepting only any such debts and habilities which are paid or discharged by the new Company or are taken over by it in such manner that the present Company is released and dis- charged from all habiUty in respect thereof. (h) To pay and discharge all costs charges and expenses of the present Company of and incidental to this scheme and the preparation thereof and the carrying of the same into effect, including all costs charges and expenses of and incidental to the winding-up and dissolution of the present Company. (c) To pay to the holders of the ordinary shares of the present Company a dividend at the rate of 6 per cent, per annum from the first of January 1911, until the date of the transfer of the business to the new Company, upon the capital paid up on such shares. Such excepted assets shall be apphed in paymg and discharging the debts, liabilities, costs, charges, and expenses and dividend aforesaid. 5. Each holder of fully paid ordinary shares of the present Company shall, in respect of each two such shares held by him, be entitled to claim an allotment of five shares of 10-?. each in the new Company, credited as fully paid up, 6. Each holder of partly paid ordinary shares of the present Company shall (subject, as regards any such shares upon which a less sum than 105. is now paid up, to his pajnng up the same to the extent of 10s. per share) be entitled in respect of each four such shares to claim an allotment of five shares of 10s. each in the new Company, credited as fully paid up. No call shall either before or in the course of the winding-up of the present Company be made upon the holders of such partly paid ordinary shares in respect of the IDs. per share not at present called up thereon. 7. Each holder of Deferred shares in the present Company shall, in respect of every five such deferred shares held by him, be entitled to claim an allotment of eight shares of IDs. each in the new Company, credited as fuUy paid up. 8. The new Company shall not be bound to allot any shares hereunder to any person unless within 28 days from the date of the posting of the notice to him by the Liquidator of the present Company, of his right to claim the shares to which he is entitled (or such longer period if any as the Order sanctioning Scheme of Arrangement 863 said Liquidator and the now Company may in any particular case in their discretion allow) he shall, by writing addressed to the new Company, claim the allotment. The Liquidator of the present Company shall, wth all reasonable despatch after this scheme has become operative as hereinafter provided, post to each member at his registered address notice of his right to claim the shares to which he is entitled hereunder. 9. The Liquidator of the present Company shall sell, for what they will fetch, such of the above-mentioned shares of the new Company as the members of the present Company shall be entitled to claim but shall not claim within the period aforesaid, and the new Company shall allot the said shares to the purchasers, and the net purchase money received by the Liquidator for the shares so sold (after deducting all expenses of sale) shall be distributed rateably amongst those members who were respectively entitled to claim but did not, within the period aforesaid, claim such shares. 10. Nothing in this scheme contained shall entitle any person to claim an allotment of any fraction of a share in the new Company, but those shares in the new Company which, but for this provision, would have been distributed in fractions, shall be sold by the Liquidator of the present Company and the net proceeds shall be divided rateably amongst those members of the present Company who but for this provision, would have been entitled to such fractions of shares. IL As soon as conveniently may be after this scheme becomes opei'a- tive, the present Company and the Liquidator thereof and all other neces- sary parties shall do and execute all such deeds documents and things as may be necessai'y for the conveyance and transfer to the new Company of the business and assets of the present Company (except as hereinbefore provided) in the terms of this scheme, and for otherwise carrying this scheme into effect. Until such transfer the present Company shall, by its Directors and Liquidator, carry on the said business in the same manner as heretofore, so as to maintain the same as a going concern. If any con- sents shall be required to the transfer of any of the said assets, which cannot be obtained, the present Company and its Liquidator shall dispose of or otherwise deal with the same, at the expense and on account of the new Company, as the new Company shall direct. 12. This scheme shall become operative as soon as (a) the new Company shall have been formed and such agreement between it and the present Company entered into as hereinbefore provided, and (6) a Special Reso- lution shall have been duly passed and confirmed for winding-up the present Company ; and, unless within a period of three calendar months from the date of this scheme being sanctioned by the Court or such longer period (if any) as the Court may allow such conditions shall have been comphed with, this scheme shall never come into operation nor be of any force or effect. 13. The Directors or Liquidator of the present Company may assent to any modification of this scheme or to any condition which the Court may think fit to approve or impose. 14. Nothing in this scheme contained shall affect any charge lien or security if any such exist. [Anglo-Canadian Finance Corporalion, 00275 of 1911, SwiNTEN Eady, J., November 28th, 1911.] 864 Petitions ANOTHER FOPv]\I OF SCHEME OF ARRANGE^ffiNT INVOLVING THE FORMATION OF A NEW COMPANY (2). 1. A new Company (hereinafter called the new Company) shall be formed under the Companies (Consolidation) Act 1908 as a Company limited by shares — with the same name as the present Company or such other name as may be determined by the liquidator of the present Company (here- inafter called the hquidator). 2. The capital of the new Company shall be £100,000 divided into 100,000 shares of £1 each — and the Memorandum and Articles of Associa- tion shall be in the form of a draft Memorandum and Articles which have already been prepared and a copy of which have for the purpose of identi- fication been signed by A.B. a solicitor of the Supreme Court. 3. The liquidator shall forthwith enter into an agreement for the transfer to the new Company of all the assets of the existing Company such an agree- ment to be on the footing and subject to the provisions of this schema. 4. Each holder of a debenture of the issue of 10,000 debentures of £100 each of the existing Company shall receive in heu of each of his debentures and in full satisfaction of all claims he has thereimder a debenture for £100 of the new Company. Such debentures of the new Company to form part of a total issue of 20,000 debentures of £100 each to be issued by the new Company. The said debentures of the new Company are to be secured by a trust deed in the form of a draft trust deed which has already been prepared and a copy of which has for the purpose of identification been signed by the said A.B. and are to be in the form of the debenture set out in the first schedule to the said draft trust deed. 5. The new Company shall pay and satisfy the unsecured debts and liabilities of the existing Company and also aU costs charges and expenses of or incidental to the \vinding-up of the existing Company including the costs of obtaining the sanction of the Court to this scheme and of carrying the same into effect — and the existing Company shall be released from the said unsecured debts and liabihties and costs charges and expenses and from aU claims in respect of the same. 6. Each member of the existing Company shall on duly applying for the same be entitled to one £1 share of the new Company with 10s. credited as paid up thereon for every fully paid share of the existing Company now registered in his name and to one £1 share of the new Company with Is. Gd. paid up thereon for every share of the existing Company A^ath 17s. 6d. paid up thereon now registered in his name. 7. The liquidator shall forthwith after the sanction of the Court to this scheme has been obtained send a notice to each member of the old Company informmg him of the number of shares to which on duly applying for the same he is entitled under this scheme and the amount to be credited as paid up thereon and that he must apply by writing addressed to the (2) A scheme somewhat similar action for liberty to sell. Cp. to this was sanctioned in Tea Cor- Oeneral Motor Cab Co., [1913] 1 Ch. poration, [1904] 1 Ch. 12, where the 377; Sandwell Park Colliery, [1914] scheme is fully set out. The trustees 1 Ch. 589 ; and supra, pp. 835 and for the debenture-holders had issued 838, as to the rights of dissentients a summons in a debenture-holder's in suoh cases. Scheme op Arrangement 865 new Company for such sliiucs or such of them us ho requires before tiie expiration of one calendar month from the date when such notice is to be deemed to be served as hereinafter provided and that he must enclose with such apphcation the amount payable on application being a sum of Is. for every share appUed for. The new Company shall not be bound to make any allotment of shares hereunder unless such shares are duly apphed for in manner and within the period mentioned in such notice and no shares shall be deemed to have been duly applied for unless the apphcation was accompanied by the amount payable on apphcation for the shares so apphed for. 8. The liquidator may at the expu'ation of the said period of one calendar month sell any of the shares in the new Company to which any shareholders of the existing Company were entitled on apphcation but which have not been duly applied for — and the net proceeds of such sale after deducting all costs thereof shall be distributed among the persons who would have been entitled to such shares had they duly applied for them and in pro- portion to the number of such shares to which they would have been so entitled. 9. No further call shall be made by the existing Company or the Uquidator on any member of the existing Company but the liquidator shall forthwith on bemg indemnified by the new Company against any costs he may incur in so doing take all steps that the new Company may consider advisable for getting in any sums due from members of the existing Company in respect of any shares that have been forfeited. 10. As soon as this scheme becomes binding the existing Company and the liquidator and all other persons shall take all steps and execute and do all documents and things which may be necessaiy for carrying it into effect and for effectually vesting in the new Company the assets of the existing Company. 11. Unless this scheme is adopted by the new Company within three weeks after the sanction of the Court has been obtained and at least shares of the new Company have been allotted within such period the hquidator may with the sanction of the Court declare that the scheme is at an end. 12. All further proceedings in the liquidation of the existing Company shall be stayed except such as may be necessary for carrying into effect this scheme and obtaining the sanction of the Court thereto unless the liquidator shall under the last j)receding clause hereof declare that the scheme is at an end in which case such liquidation shall proceed in its ordinary course. 13. The liquidator may accept such modifications of or alterations to this scheme as the Court may require. 14. All notices to be given hereunder to any member of the existing Company shall be given in manner in which notices are by the Articles of Association of the existing Company required to be given and every such notice shall be deemed to have been received at the expiration of 24 hours from the time when an envelope containing the same was put into the post-box. Dated s.c.L. - 55 866 Petitions Amalgamation or Transfer of Assurance Companies' Businesses. Where it is intended to amalgamate two or more assurance companies, or to transfer the assurance business of any class from one assurance company to another company, the directors of any one or more of such companies may apply to the Court (a) by petition to sanction the proposed arrangement. The Court, after hearing the directors and other persons whom it considers entitled to be heard upon the petition, may sanction the arrangement if it is satisfied that no sufficient objection to the arrange- ment has been established (6). Before any such application is made to the Court (c) : (1) notice of the intention to make the application must be published in the Gazelle [d) ; and (2) a statement of the nature of the amalgamation or transfer, as the case may be, together with an abstract containing the material facts embodied in the agreement or deed under which the amalgamation or transfer is proposed to be effected, and copies of the actuarial or other reports upon which the agreement or deed is founded, including a report by an independent actuary, must, unless the Court otherwise directs, be transmitted to each policy- holder of each company in manner provided by section 136 of the Companies Clauses Consolidation Act, 1845, for the transmission to shareholders of notices not requiring to be served personally, but it will not be necessary to transmit such statement and other docu- ments to policy-holders other than life, endowment, sinking fimd, or bond investment policy-holders, nor, in the case of a transfer, to such policy-holders if the business transferred is not life assurance business or bond investment business ; and (3) the agreement or deed under which the amalgamation or transfer is effected must be open for the inspection of the policy-holders and shareholders at the offices of the companies for a period of fifteen days after the publication of the notice in the Gazette. No assurance company may amalgamate with another, or transfer its business to another, unless the amalgamation or transfer is sanctioned by the Court in accordance with this section (e). (a) Such petitions are usually an aigreement \inder this section, see presented to the Chancery Division, infra, p. 878. It is thought, however, that they (c) I.e., before the petition comes can be presented in the winding-up on for hearing, not before its pre- department where the company is sentation : Briton Life Association not in liquidation : where it is in (1890), 59 L. J. (CH.) 988. liquidation they should be pre- (d) The expression "The Gazette" sented in that department. In means the London, Edinburgh, or Empire Guarantee and Insurance Dublin Gazette, as the case may be ; Corporation, [1911] S. C. 1296, the AssuranceCompaniesAct,1909,s.29. Scottish Court held that the com- (e) Assurance Companies Act, pany could present such a jjetition. 1909, s. 13. (6) For form of order sanctioning Steps to transi'er Assurance Business 867 Where an amalgamation takes place between any assurance companies, or where any assurance business of one such company is transferred to another company, the combined company or the purchasing company, as the case may be, must, within ten days from the date of the completion of the amalgamation or transfer, deposit with the Board of Trade — {a) Certified copies of statements of the assets and liabilities of the companies concerned in such amalgamation or transfer, together with a statement of the nature and terms of the amalgamation or transfer ; and (6) A certified copy of the agreement or deed under which the amalgamation or transfer is effected ; and (c) Certified copies of the actuarial or other reports upon which the agreement or deed is founded ; and {d) A declaration under the hand of the chairman of each com- pany and the principal officer of each company that to the best of their belief every payment made or to be made by any person whatsoever on account of the amalgamation or transfer is therein fully set forth, and that no other payments beyond those set forth have been or are to be made either in money, policies, bonds, valuable securities, or other property by or with the knowledge of any parties to the amalgamation or transfer (/). Section 136 of the Companies Clauses Consolidation Act, 1845, referred to above, contains the following provision : — " Notices requiring to be served by the Company upon the shareholders " may unless expressly required to be served personally be served by the " same being directed according to the registered address or other known " address of the shareholder within such period as to admit of its being " delivered in due course of dehvery within the period if any prescribed " for the giving of such notice and on proving such service it shall be " sufficient to prove that such notice was properly directed and that it " was so put into the post office." The provisions of the Assurance Companies Act, 1909, with respect to amalgamation above set out, do not apply where the only classes of assurance business carried on by both the companies are fire insurance business or accident assurance business, or fire insurance and accident insurance business, and the provisions with respect to the transfer of assurance business from one company to another do not apply to fire insurance business or accident insurance business (g). In the case of a company carrying on life assurance business, which proposes to amalgamate with or transfer its life assurance business to another assurance company, the Court cannot sanction (/) Assurance Companies Act, (g) Assurance Companies Act, 1909, 3. 14. The Board of Trade 1909, ss. 31 (/) and 32 (e). need not bo served with the petition. 8C8 Petitions the amalgamation or transfer in any case in wLicli it appears to the Court that the life policy holders representing one-tenth or more of the total amoimt assured in the company dissent from the amalgama- tion or transfer {h). The expression " actuary " in the Assurance Companies Act, 1909, means an actuary possessing such qualifications as may be prescribed by rules made by the Board of Trade (i). The provisions as to amalgamation and transfer of assurance com- panies apply even when the transferor company is in liquidation (k), but the section is not an enabling one, and a company seeking to sell all its assets must have power so to do either in its original charter (1), or in its charter as altered under a power in that behalf contained in its original charter {m). Section 192 of the Companies (Consolidation) Act, 1908, will enable an assurance company which has registered under Part VII. of that Act to enter into a scheme for reconstruction or amalgamation {n), subject, however, to the confirmation of the Court under section 13 of the Assurance Companies Act, 1909. Where it is impossible or very difficult to notify any policy- holder it would seem that the Court can dispense with such notifica- tion, except possibly in case of the amalgamation or transfer of a life assurance company or life assurance business where if such policy-holder dissented, such dissent would bring the total amount of dissentients up to one-tenth of the total amount assured by the company (o). In Hearts of Oak Life and General Assurance Co. (p), an application was made to dispense with notices to holders of policies for under £50, in both transferor and transferee companies. The application was granted in the case of the policy-holders of the transferee com- pany because they were not materially afiected, and in the case of the policy-holders of the transferor company because they were mostly persons in a humble position, who would not understand the notices, and who would really have to bear the expenses themselves. (h) Assurance Companies Act, Life Assurance Society (1871), 6 1909, s. 30 (d). Ch. 614. (i) Assurance Companies Act, (o) Cp. London and Southtvark 1909, s. 29, and see Order of Board Insurance Corporation (1880), 42 of Trade of Jime 6, 1910. Rules re- L. T. 247, and the power conferred lating to Qualification of Actuaries, on the Court by s. 13 (3) (6) of the rr. 1 and 2, set out supra, pp. 492 Assurance Companies Act, 1909, to and 493. " otherwise direct," it is thought {k) Life and Health Assurance that Briton Life Association (1887), Association, [1910] 1 Ch. 458. 56 L. J. (ch.) 988 would not now be (I) Sovereign Life Assurance Co. followed on tliis point having regard (1889), 42 C. D. 540. to this provision and to the fact {m) Argus Life Insurance Co. that s. 7 of the Life Assurance (1888), 39 C. D. 571 ; Doman's Case Companies Act, 1872, is repealed (1870), 3 C. D. 21. and not re-enacted. (n) Southall v. British Mvttml (p) (1914), 58 Sol. J. 433. Notification of Policy-holders 869 Dii'cctions were given that notice by advertisements should be given so as to inform the policy-holders of both companies of the proposed transfer, and give them an opportunity of coming forward and stating their objections to the scheme. Notices need not be sent to persons who have taken out policies in the transferor company between the time when the policy-holders were notified and the order (q). Trustees under a deed for securing annuities will be poUcy- holders (r). Under the section it would appear that the Court cannot confirm a transfer of part of one class of a company's business (r). It is thought that the Court cannot under the section bind dissentient policy-holders to take out policies with the new company, though under a scheme under section 120 of the Companies (Con- solidation) Act, 1908, it can no doubt require them to take such policies or nothing {s). It would appear that the old cases on novation will, having regard to the fact that section 7 of the Life Assurance Companies Act, 1872, has not been re-enacted, resume their previous importance. In such cases a tripartite agreement between the original debtor, the new debtor and the creditor must be shown (t). Such an agreement will in a proper case be inferred from the facts, and the question whether there is or is not such an agreement is in all cases a question of fact turning on the intention of the parties (u). A person who knows of an agreement for amalgamation or transfer under which the new company is to take over the assets and pay the debts of the old company, and acts on the footing of such agreement as by paying premiums (x) and accepting bonuses from the new company cannot usually even in cases where he was not a creditor of the old company, but had only the right to resort to a given part of its assets (y), claim that his rights against the original debtor are intact (z). It will probably be more difficult to show novation in the case of an annuity than a policy seeing that in the former case payments are made to, and not as in the latter case, by the (gf) Universal Life Assurance premium will not be enough : Ex Society (1901), 18 T. L. R. 198. parte Blood (1870), 9 Eq. 316. (r) Sovereign Life Assurance Co. (y) Anchor Assurance Co. (1870), (1889), 42 C. D. 540. 5Ch.632; cp. also Hort's Case (1875), (s) It is not thought that Empire 1 C. D. 307 ; Cocker's Case (1876), 3 Guarantee and Insurance, [1911] C. D. 1 ; Bowse's Case (1876), 3 S. C. 1296, which is opposed to this C. D. 384, in all of which there was view, can be good law. a power of transfer in the deed, and (t) Manchester and London Life the funds alone were liable, and it Assurance and Loan Association was held that after transfer the trans- (1870), 9 Eq. 643 ; 5 Ch. 640. feror company ceased to be liable. (u) Family Endowment Society {z) Spencer's Case (1871), 6 Ch. (1870), 5 Ch. 118. 362; Ti^nes Life Assurance and [x) Possibly tho payment of one Guarantee Co, (1870), 5 Ch, 381. 870 Petitions creditor (a). Where a policy has been delivered to the new company for endorsement and premiums have been paid there again, there will usually be novation (6). There are also some cases where the Court will infer an agreement by which the creditor is to be entitled to look to both the original and the new debtor (c), novation will perhaps be inferred easily where the policy-holder has in his character of shareholder in the old company received shares in the new company (d). Where there have been two transfers and novation with the ultimate debtor is sought to be established, probably a rather stronger case will be required than in the ordinary case of one transfer (e), and decisions in partnership cases where partners have come in or gone out will not necessarily be followed, even where the facts are otherwise the same, in the case of amalgamated com- panies, for in the latter class of case more will be required to establish novation (/). An agreement will be entered into {g), and then the petition will be presented. The petition will be supported by an affidavit of a director of each of the companies, exhibiting the agreement, the certificate of incor- poration, and the memorandum and articles of association (containing all special resolutions in force) or deed of settlement of each company, and also the minute book of each company with duly signed minutes of the meetings, such signatures being duly proved. Before the petition is heard a summary showing the nature of the amalgamation or transfer (h), and the material facts embodied in the agreement (the (a) Family Endowment Society James, V.C, 5 Ch. 635 n., see (1870), 5 Ch. 118; National Fro- especially at p. 636 n. vincial Life Assurance Society (1810), (/) Family Endowment Society 9 Eq. 306 ; Commercial Bank Cor- (1870), 5 Ch. 118, 132. poration of India and the East, Felix {g) This agreement will be in the Jones's Claim (1868), 18 L. T. 668 ; same form as an ordinary recon- India and London Life Assurance struction agreement, except that it Co., Dykes' Claim (1812), 7 Ch. 651, will provide for policy-holders (see affirming (1872), 20 W. R. 586. petition, infra, pp. 874 et seq.), and (6) Ex parte Blood (1870), 9 Eq. will be conditional on the sanction 316; and cp. Re Head {No. 1), of the Court being obtained. Specific [1893] 3 Ch. 426 ; Ee Head (No. 2), performance of such an agreement [1894] 2 Ch. 236. was given, after the sanction of the (c) Ex parte Gibson (1869), 4 Ch. Court had been obtained, even 662 ; Rouse v. Bradford Banking though the vendor company was not Corporation, [1894] 2 Ch. 32; in a position to transfer its deposit [1894] A. C. 586. pursuant to the agreement: United (d) Fleming's Case (1871), 6 Ch. London Scottish Insurance Co. v. 393 ; but cp. Shayler's Case (1872), Omnium Insurance Corporation 16 Sol. J. 501. (1915), 84 L. J. (ch.) 777. (e) Manchester and London Life ifi) This simimary will contain Assurance and Loan Association the matters set out in paragraphs (1870), 5 Ch. 640, with which cp. 11 and 12 of the petition ; see in/ra, Anchor Assurance Co. (1870), 5 Ch. pp. 876 and 877, (»32. reversing the judgment of Evidence on Petition for Transfer 871 agreement itself being open to inspection (i)), and the actuarial reports sliould be sent to each member with his notice of meeting. Each policy-holder entitled to notices or reports under section 13 (3) (6) of the Assurance Companies Act, 1909, will receive such notices and reports, and will be informed of his right to inspect the agreement. It is also desirable at this stage to send a form to policy-holders of the transferor company, for the purpose of effecting novation (k), and substituting the liability of the transferee company for that of the transferor company. This form will be signed, filled in, and returned, and all forms so signed, filled in and returned with a copy of any notices or reports sent to policy-holders or members, will be exhibited to the afiidavit of the secretary of the transferor company, which will, in addition, prove the due convening of meetings (as on a reduction of capital), the register of members and of policy-holders being exhibited. The secretary of the transferee company will prove that the meeting of that company was duly convened. Actuarial evidence will also be required. Such evidence should show what assets and what liabilities are to be taken over, and should state why the deponent regards the scheme as sound. Not infrequently a subsequent application for payment out of the deposit will be necessary. Such payment will not, however, be directed where the transferor company remains liable on any of its policies of the same class as the business transferred, or where it carries on other business which requires a deposit, and is not trans- ferred, and it has no other deposit (/). It is not usual to take out a summons when these petitions have been presented, as the only advertisement required is the one in the Gazette, and that must, to comply with the provisions of section 13 (3) (c), be inserted so as to give fifteen clear days for inspection of the agreement. If, however, it is desired that some of the requirements of section 13 (3) (6) of the Act shall be dispensed with, a summons asking for leave to dispense with such requirements will be taken out. In such case if leave is given, further advertisement will usually be required. Occasionally leave to dispense with some of these requirements is given at the hearing of the petition (m). At the hearing, the Court will, even in the absence of opposition, {i) See supra, p. 866. and 891. {k) In spite of the repeal of s. 7 of (m) This was done in Omnium the Life Assurance Companies Act, Insurance Corporation, 1911 — — • 1872, this is advisable. For such 0116, 1911—0—0117, Mr. Justice forms, see infra, p. 872. Horridge (as Vacation Judge), {I) Cp. Board of Trade Rules as August 30th, 1911, and in Hearts of to deposits, 1910, r. 7 {d), and City Ou/c Life and General Assurance Co. of Glasgow Life Assurance Co., (1914), 58 Sol. J. 433. [1916] 2 Ch, 557, and post, pp. 890 872 Petitions go into any objections there may be to the scheme, and satisfy itself that the scliemc is in the interest of the policy-holders {n), FORM OF CIRCULAR TO BE SENT TO THE POLICY-HOLDERS OF THE TRANSFEROR COMPANY. The A.B. Company Ld. Sir (or Madam), An agreement dated the day of 19 has been entered into for the sale of the business and assets of the above-named Company to the CD. Company Ld. The transfer proposed to be effected by such agreement is conditional on the sanction of the Court being obtained. Such agreement can be seen at the offices of Messrs. X.Y''. & Co., No. Street, E.C. during business hours on any day before the day of next. The actuarial reports of Messrs. and a statement of the transfer or amalgamation together with an abstract containing the material facts embodied in the said agreement are enclosed herewith (o). If you are willing in the event of such sanction being obtained to abandon all claims which you have against the A.B. Company Ld. luider any policy or poUcies which you have effected with that Company and to accept in lieu thereof the habihty of the CD. Company Ld. you are requested to sign and return the enclosed form of novation. Dated the day of 19 By order of the Boards of the A.B. Company Ld. and of the CD. Com- pany Ld. X.L. Secretary' of the A.B. Company Ld. FORM OF NOVATION. To the Directors of the A.B. Company Ld. and the CD. Company Ld. Gentlemen, In the event of the sanction of the Court being obtained to the agreement dated the day of 19 and made between the A.B. Company Ld. of the one part and the. CD. Company Ld. of the other part I abandon all claims wliich I may have against the A.B. Company Ld. in respect of any pohcy or pohcics I have effected with them and in Ueu thereof I accept the liability of the CD. Company Ld. Dated. Signed. (n) Hearts of Oak Life and General out in paragraphs 11 and 12 of the Assurance Co. (1914), 30 T. L. R. Petition set out below, pp. 876 and 436. 877. See also the advertisement (o) This statement and abstract below on p. 874. will set out such matters as are set Advertisement on Transfer of Business 873 FORM OF advertisement FOR INSERTION IN THE GAZETTE pursuant to section 13 (2) (a) OF THE ASSURANCE COM- PANIES ACT, 1909. In the High Court of Justice, Chancery Division. Mr. Justice 19 A No. 00 In the Matter of the Assurance Companies Act 1909 and In the Matter of the A.B. Company Limited. Notice is hereby given that a petition was on the day of 19 presented to this Court by E.F.G.H. H.I. and J.K. the directors of the above-named A.B. Company Limited and L.M. N.O. P.Q. and R.S. the directors of the CD. Company Limited praying that a conditional agreement dated the day of 19 and made between the A.B. Company Limited of the one part and the CD. Company Limited of the other part and the transfer intended to be effected thereby may be sanctioned and confirmed by the Court or that such further or other order may be made in the premises as to the Court shall seem fit, and notice is hereby also given that the said petition is directed to be heard before the Honourable Mr. Justice sitting at the Royal Courts of Justice Strand in the County of London on day the day of 19 and any person interested in the above named A.B. Company Limited or in the above-named CD. Company Limited as a policy-holder or shareholder and desiring to oppose the making of an order for the sanction and confirmation of the said conditional agreement and the transfer of the business of the A.B. Company Limited to the CD. Company Limited to be effected by such conditional agreement should appear by himself or his counsel for that purpose and a copy of the said petition will be furnished to any such person requiring the same by the undersigned soUcitors to the petitioners on payment of the regulated charges for the same. And notice is hereby also given that for 15 days before the said day fixed for the hearing of the said petition any person interested as aforesaid may inspect the said agreement and also copies of the actuarial report of the A.B. Company Limited and a repoit of an independent actuary at the office of the A.B. Company Limited Street in the City of London or at the office of the CD. Company Limited Street in the said City during the usual business hours. Dated the day of 19 . X.Y. Street, E.C Solicitors for the petitioners. 874 Petitions form of advertisement pursuant to an order dis- pensing with the transmission of documents to policy-holders of the transferee company under section 13 (2) (6) of the assurance companies act, 1909, and directing an advertisement instead. The CD. Coimpany Letted. Notice to Policy-holders. Notice is hereby given that an agreement dated the day of 19 has been entered into by wliich the business and assets of A.B. Company (a mutual office) are to be transferred to the CD. Com- pany Limited subject to the sanction of the Court under the Assurance Companies Act 1909. The effect of the agreement shortly stated is that the assets of the A.B. Company will be kept as a separate fund for ful- filUng the contracts of the A.B. Company that the CD. Company Limited shall guarantee all the pohcies and annuities of the A.B. Company and make up any deficiency of the A.B. Company's fund in respect of those liabihties and shall also guarantee to the participating poUcy-holders of the A.B. Company certain minimum reversionary bonuses but the Mfe assurance fund of the CD. Company Limited is unaffected by the agreement. No con- sideration is to be paid for the transfer but certain arrangements are to be made in favour of the directors and officers of the A.B. Company. Notice is also given that on the day of 19 a petition which has been presented for the sanction of the Court to the said agreement is to be heard before Mr. Justice at the Royal Courts of Justice Strand London when any poUcy-holder of either of the said companies desiring to oppose the making of an order for the sanction of the said agreement may attend in person or by liis counsel and be beared and that for 15 days before the day of such hearing any poUcy -holder of either of the said companies or person authorized by any such poUcy-holder may inspect the said agreement and also copies of the actuarial report of the A.B. Company and a report of an independent actuary at the office of the said CD. Company Limited Street E.G. during the usual business hours. By order of the Board. X.Y. General business manager of the CD. Company Ld. FORM OF PETITION. In the High Court of Justice, Chancery Division. Mr. Justice , In the Matter of the Assurance Companies Act 1909 and In the Matter of the A.B. Company Limited, To His Majesty's High Court of Justice. The humble Petition of your Petitioners the E.F.G.H. H.I. and J.U, the directors of the said A.B. Company Limited (hereinafter called the Transferor Company) and L.M. N.O. P.Q. and R.S. the directors of the Petition for Transfer of Assurance Business 875 CD. Company Limited (hereinafter called the Transferee Company) showeth as follows : — 1. This is a petition to sanction a transfer of the business and assets of the transferor Company to the transferee Company pursuant to section 13 of the Assurance Companies Act 1909. 2. The transferor Company was registered in the year 1892 under the Companies Act 1862 to 1890 as a Company limited by shares and its registered office is situate at in the city of London, 3. The transferee Company was registered in the year 1865 under the Companies Act 1862 as a Company limited by shares and its registered office is situate at in the city of London. 4. The objects for which the transferor Company was registered were " To carry on the business of Ufe assurance in all its branches " and certain other objects specified in its memorandum of association. 5. The objects for which the transferee Company was registered were — " To carry on the business of life assurance in all its branches." "To acquire the whole or any part of the property undertaking and " assets of any Company carrying on any business of the same nature " as that carried on by the " transferor " Company and certain other " objects specified in its Memorandum of Association." 6. The capital of the transferor Company is £ divided into shares of £ each. The whole of such capital has been issued and has been fully paid up. 7. The capital of the transferee Company is £ divided into shares of £ each. Of such shares have been issued and the sum of £ has been paid up on each of such issued shares. 8. Both the transferor and the transferee Company have comphed with the requirements of the Assurance Companies Act 1909 as to making deposits and otherwise. 9. At extraordinary general meetings of the transferor Company held respectively on the day of 19 and the day of 19 the following resolution was duly passed and confirmed as a special resolution : — " That the transfer of the business and assets of tlxis Company to the " CD. Company Ld. on the terms set out in a draft agreement " expressed to be made between this Company of the one part and " the CD. Company Ld. of the other part and wliich has for the "purposes of identification been signed by X.Y. a soUcitor of the " Supreme Court be and the same is hereby sanctioned and that the "directors of this Company be and are hereby authorized to enter "into such agreement." 10. At an extraordinary general meeting of the transferee Company held on the day of 19 the following resolution was duly passed : — " That the transfer of the business and assets of the A.B, Company Ld. " to this Company on the terms set out in a draft agreement ex- " pressed to be made between the A.B. Company Ld. of the one " part and this Company of the other part and which has for the " purpose of identification been signed by J.N. a solicitor of the " Supreme Court be and the same is hereby sanctioned and that 876 Petitions " the directors of this company bo and are hereby authorized to " enter into such agreement." 11. By an agreement dated the day of 19 and made between the transferor C!ompany of the one part and the transferee CJompany of the other part (being the agreement a draft whereof was re- ferred to in the resolutions set out in the two last preceding paragraphs hereof) it was provided that — (1) The transferor Company do sell and the transferee Company do purchase all the business and all the assets of the transferor Com- pany. (2) As part of the consideration for such purchase the transferee Com- pany was to pay to the transferor Company or its Uquidator the sum of £ such sum to be satisfied bj^ the allotment to the transferor Company or its liquidator of fully paid up shares of £ each in the transferee Company. (3) As the remainder of the consideration for such purchase the trans- feree Company was to pay satisfy and discharge all the debts and liabihties of the transferor Company including all debts and liabilities in respect of policies effected with the transferor Com- pany in cases where the holders of such poUcies were not walling to accept the Uability of the transferee Company in heu of the Uability of the transferor Company and all costs charges and expenses of the liquidation of the transferor Company except such of the sums payable to dissentient members under section 192 of the Companies (Consolidation) Act 1908 as were thereinafter suffi- ciently provided for. (4) The transferor Company was to go into voluntary liquidation within 3 calendar months from the date when the transfer proposed to be effected by such agreement was sanctioned by the Court and each shareholder of the transferor Company who had not dissented in manner provided by section 192 of the Companies (ConsoUda- tion) Act 1908 was to be entitled to one share in the transferee Company for every share held by him in the transferor Company if he should apply for such shares or share within 14 daj'S after re- ceiving notice from the Uquidator of the transferor Company informing him of his rights. Such liquidator to give such notices accordingly. (5) The liquidator of the transferor Company was to sell (a) all the shares in the transferee Company which shareholders in the transferor Company who had dissented in manner provided by section 192 of the Companies (Consohdation) Act 1908 would have been entitled to but for such dissent and (b) the shares in the transferee Company which shareholders in the transferor Company who had not dissented in manner aforesaid should not have appUed for, and to apply the proceeds of sale of the shares of the said dissentient shareholders in or towards satisfying their claims under section 192 of the Companies (Consohdation) Act 1908 and to distribute the proceeds of sale of the other shares to be sold as aforesaid among the shareholders of the transferor Com- pany \yho wQuld have been entitled tp such shares had they Petition for Transfer of Assurance Business 877 applied for the same and in the proportions in which they would have been so entitled. The said agreement (hereinafter called the transfer agreement) also contained provisions as to notices title and other matters. 12. The transfer agreement was conditional on the sanction of this Court being obtained to the transfer proposed to be effected thereby either upon the terms in the said agreement set out or with such modifications as this Court should require. 13. On the day of 19 there were policy-holders in respect of Ufe policies which were then unmatured in the books of the transferor Company. Such policies were for a total sum of £ and there were annuitants for annuities amoTinting in all to £ 14. On the said day of the documents required to be transmitted to pohcy-holders and annuitants by section 13 (3) (b) of the Assurance Companies Act, 1909, were thereby transtoitted to each policy-holder and annuitant of the transferor Company and of the trans- feree Company and a form was sent to the said policy-holders and annuitants of the transferor Company for such policy-holders and annui- tants to accept the habiUty of the transferee Company in lieu of the liabihty of the transferor Company in the event of the sanction of the Court to the said proposed transfer being obtained. 15. The form referred to in the last preceding paragraph hereof has been signed by of such policy-holders representing policies to the value of £ and by of the such annuitants representing annuities to the value of £ 16. The provisions of section 13 (3) (a) and (c) of the Assurance Com- panies Act 1909 have been compUed with (p). 17. The transferee Company is in a prosperous and fiourisliing con- dition and is now and in the event of the transfer proposed to be effected by the transfer agreement being carried into effect will be in a thoroughly sound condition actuarially speaking and imder the circumstances it is just and equitable that such transfer should be sanctioned by tliis Court. Your petitioners therefore humbly pray — (1) That the transfer agreement and the transfer proposed to be effected thereby may be sanctioned by this Court. (2) Or that such other order may be made in the premises as to this Court seem meet. Note. — It is not proposed to serve this petition on any person. (p) Paragraphs 13, 14, 15, and 16 will usually be the case) not corn- will be omitted where the require- plied with until after the petition ia ments of section 13 (3) of the Assur- presented, ance Companies Act, 1U09, are (as 878 Petitions order sanctioning transfer of assurance company's business. 1911— E— 064. In the High Court of Justice, Chancery Division. Mr. Justice Warrington. Thursday the 3rd day of August 1911. In the Matter of the Assurance Companies Act 1909 and In the Matter of the Economic Life Assurance Society. Upon the Petition of Chairman and [here followed the names of the other directors of the Alliance Assurance Company] Directors of the Alliance Assurance Company Limited on the 10th July 1911 preferred unto this Court and upon hearing Counsel for the Petitioners and for the Respon- dents the Economic Life Assurance Society on the 29th day of July 1911 and upon reading the said Petition a Provisional Agreement dated 5th day of April 1911 in the said Petition mentioned and made between on behalf of the Economic Life Assurance Society of the one part and on behalf of the Alliance Assurance Company Limited of the other part the order dated 8th May 1911 made in these matters dispensing with transmission of documents under section 13 of the above-mentioned Act to the pohcy-holders in the Alhance Assurance Company Limited the London Gazette of the 11th July 1911 The Times newspaper of the 11th July 1911 an affidavit of R.S.P. filed loth July 1911 an affidavit of O.K. filed 27th July 1911 two Affidavits of G.T. filed 27th July and this day respectively and an Affidavit of R.L. filed 28th July 1911 and the several exhibits to each of the said Affidavits respectively. This Court doth Order that the said Provisional Agreement dated the 6th of April 1911 and the transfer intended to be effected thereby be sanctioned and confirmed and be carried into effect. Kemoval op Defunct Companies feom the Register. Where the Registrar of Joint Stock Companies has reasonable cause to believe tliat a company is not carrying on business or in operation, he must send to the company by post a letter inquiring whether the company is carrying on business or in operation. If the Registrar does not within one month of sending the letter receive any answer thereto, he must within, fourteen days after the expiration of the month send to the company by post a registered letter referring to the first letter, and stating that no answer thereto lias been received, and that if an answer is not received to the second letter within one month from the date thereof, a notice will be published in the Gazette with a view to striking the name of the company off the register. If the Registrar either receives an answer from the company to Restoring Company's Name to Register 879 the effect that it is not carrying on business or in operation, or does not within one month after sending the second letter receive any answer, he may publish in the Gazette, and send to the company by post a notice that at the expiration of three months from the date of that notice the name of the company mentioned therein will, unless cause is shown to the contrary, be struck o£E the register and the company will be dissolved. If, in any case where a company is being wound up, the Registrar has reasonable cause to believe either that no liquidator is acting, or that the affairs of the company are fully wound up, and the returns required to be made by the liquidator have not been made for a period of six consecutive months after notice by the Registrar demanding the returns has been sent by post to the company, or to the liquidator at his last known place of business, the Registrar may publish in the Gazette and send to the company a notice similar to the one above mentioned. At the expiration of the time mentioned in the notice the Registrar may, unless cause to the contrary is previously shown by tlie company, strike its name off the register, and must publish notice thereof in the Gazette, and on the publication in the Gazette of this notice the company will be dissolved ; but the liability (if any) of every director, managing officer, and member of the company will continue, and may be enforced as if the company had not been dissolved. If a company or any member or creditor thereof feels aggrieved by the company having been struck off the register, the Court on the application of the company, or member, or creditor, may, if satisfied that the company was at the time of the striking off carrying on business or in operation, or otherwise that it is just that the company be restored to the register, order the name of the company to be restored to the register, and thereupon the company will be deemed to have continued in existence as if its name had not been struck off ; and the Court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be, as if the name of the company had not been struck off [q). A letter or notice under this section may be addressed to the (g) Where a company has been of the Companies (Consolidation) dissolved under section 4 of the Act, 1908, no application for an Trading with the Enemy Amend- order declaring the dissolution void ment Act, 1918, or where a company, or restoring the company to the with respect to which an order has register may be made without the been made under section 1 of the consent of the Board of Trade: Trading with the Enemy Amend- Trading with the Enemy Amend- ment Act, 1916, has been removed ment Act, 1918, s. 4 (2). from the register under section 242 880 Petitions company at its registered ofiice, or, if no office lias been registered, to the care of some director or officer of the company, or if there is no director or officer of the company whose name and address are known to the Registrar of Joint Stock Companies, may be sent to each of the persons who subscribed the memorandum of association, addressed to him at the address mentioned in the memorandum of association (r). The fact that a company's name has been struck off the register under this section would appear to be no bar to a compulsory winding-up order being made (s). The fact that the company is in compulsory (t) or voluntary liquidation (m) will not prevent the name of the company being restored to the register under the section, but the Court will not make an order for this purpose unless it is shown that some good may accrue by the order going, e.g. that debts can be got in or that the company will be enabled to carry on its business, and that the company is carrying on its business or in operation (x). The Court has no power to impose a penalty as a condition of making an order for restoring the name of the company to the register (y). Applications to restore a company's name to the register are usually made by petition. In some cases an order has been made on an originating summons, but this is contrary to the almost universal practice. The usual practice is to assign these matters to the winding-up Judge, but they may, apparently even when the company is in winding-up (z), be assigned a Judge of the Chancery (r) Companies (Consolidation) 27 Sol. J. 199 ; Estates Investment Act, 1908, s. 242. "The Gazette" (1883), 27 Sol. J. 585 ; and see also means as respects companies regis- Johannesburg Mining and General tered in England, the London Syndicate, [1901] W. N. 46. Gazette, as respects companies (u) Outlay Assurance Society registered in Scotland, the Edin- (1887), 34 C. D. 479. burgh Gazette, and as respects (.r) Carperiter^s Patent Davit, etc., companies registered in Ireland, Co. (1888), 1 Meg. 26. the Dublin Gazette, ibid., s. 285. (y) Broivn Bayley^s Steel Works {s) Anglo-American Exploration (1905), 21 T. L. R. 374. and Development Co., [1898] 1 Ch. {z) Eady, J., as the Judge doing 100 ; Grosvenor House Property the Manchester Registry work, Acquisition and Investment Building made such an order in the case of Society (1902), 71 L. J. (ch.) 748; the Educational and Commercial see Alliance Heritable Security {18S6), Publishing Co., Ltd., on July 21, 14Rettie, 34. A creditor can, since 1906. See order, post, p. 886. the Act of 1900, petition for the The application must, where the company's name to be restored, and company is in winding-up, bear possibly the Court wovdd not now a £2 impressed stamp. See the allow a creditor to petition for a orders as to fees of July 31, 1908, winding-up order, until he has got and December 2, 1903. The order the name of the company restored will in such case, if made in Court, to the register: Buckley, 9th Ed. 527. bear a £1 impressed stamp: ibid. (t) Financial Corporation (1883), Practice on Restoring Name 881 Division, in which case such Judge will be ascertained by ballot in the ordinary way. Every petition should be headed in the Matter of the Companies (Consolidation) Act, 1908, and in the Matter of the Companies (Particulars as to Directors) Act, 1917 (a), and in the Matter of the Company } the company's name in all cases coming as the third, and not, as in the case of petitions to alter the objects of the company or to reduce its capital, as the first title. The petition must state the facts fully and must show that the company has carried on business (6). The application must be by the com- pany or a member thereof or a creditor. The dissolved company can petition (c), and in a proper case its name can presum- ably be used by any person who has a considerable holding of its shares {d). The Registrar of Joint Stock Companies must always be made a respondent (6) and, though it is not neces- sary (e), it would appear desirable in all cases to have the com- pany or its directors either as petitioners or as respondents. If this is done the company can be ordered to pay the costs and to give the usual undertaking as to making returns required by the Board of Trade. In one case where the petitioners were out of the jurisdic- tion, and the persons who were really behind the petition had taken active steps to have the company's name struck ofE the register some years before, an order was made on the solicitors for the petitioners undertaking forthwith to cause a winding-up petition to be presented. In this case no undertaking as to returns was required (/), and an order has been made stating that the company's name was restored for the purpose of enabling the applicant to enforce his debenture, and of enabling proceedings for winding-up the company to be taken {g). The Court will sometimes, in ordering the petitioner to pay the costs of the Registrar, declare that such payment is to (a) Possibly this title will only be 100 ; and see Johannesburg Mining necessary where there has beennon- and General Syndicate, [1901] W. N. compliance with this Act. 46, where the liquidator was peti- (6) Flexo Motor Belt Co., 00180 tioner and the company was added of 1919, Lawrence, J., July 29th, as co-petitioner. 1919. The registrar should not (e) In Blandford Gas and Coke consent to these orders— his attitude Co., 00128, of 1908, May 19, 1908, at most should be that he does not Eady, J., did not requu-e the name object — no more than this should of the company to be added, appear in the order : ibid. because the section did not require (c) Conrad Hall db Co., [1916] it ; but he required the petitioners W. N. 275. In this case, a person who were directors, to undertake to who was taking proceedings to set make the returns. aside certain agreements with the (/) Langlaagta Proprietary Co. company was held to have no locus (1912), 28 T. L. R. 529. standi to oppose the petition. (,7) Clemenfs Inn Contract and Safe (d) Anglo-American Exploration Deposit Corporation, 0035 of 1913, and Development Co., [1898] 1 Oh. Eady, J., February 11th, 1913. S.C.L. 56 882 Petitions be without prejudice to any question between the company and the petitioner as to who shall ultimately bear such costs {h). A summons for directions is never taken out in these cases now, and the petition is answered in the ordinary way, i.e. by writing on it the fiatoi the Registrar fixing the day of hearing. It is unnecessary to advertise either the date of hearing or the presentation of the petition, but when an order is made restoring the name of a company, such order invariably directs the Registrar of Joint Stock Companies to insert an advertisement in the London Gazette only. PETITION FOR RESTORING COMPANY'S NAME TO REGISTER. In the High Coijet of Justice, Chancery Division. Me. Justice In the Matter of the Companies (Consolidation) Act 1908 and In the Matter of the Companies (Particulars as to Directors) Act 1917 and In the Matter of the Company Limited. To His Majesty's High Court of Justice. The humble petition of the above-named Company (i) (hereinafter called the Company) sheweth as follows : — 1. The Company was registered under the Companies Act 1862 to 1900 on the day of 1901 with a capital of £ divided into shares of £ each. 2. The registered office of the Company is situate at 3. The objects for which tlie Company was formed are as follows : [Here set out the main objects for v^hich the Company was formed], and other objects set forth in the Memorandum of Association thereof. 4. Of the said capital of the Company shares have been issued and the sum of 10s. has been or is deemed to have been paid-up in respect of each of such shares. 5. Ever since its uacorporation the Company has carried on and it is now carrying on a large and prosperous business. 6. In the jears 1918 and 1919 the Company omitted to make up and forward to the Registrar of Joint Stock Companies (1) the annual lists and summaries as required by section 26 of the Companies (Consolida- tion) Act 1908, as amended by the Companies (Particulars as to Directors) Act 1917, and (2) a copy of the register containing the names addresses and the occupations of its directors and managers and the other particu- lars required by section 75 of the Companies (Consolidation) Act 1908, (h) This -was done in EocJchouse member, as the case may be, of the Hotel Co. yOOiSoi 1912, Neville, J., above-named company. Frequently February 22nd, 1912. The petitioner two or three of the principal mem- in this case was a contributory. bers or the liquidator join with the (i) Or of A.B., a creditor or company as co-petitioners. Petition for restoring Name to Register 883 as amended by the Companies (Particulars as to Directors) Act 1917, and in the year 1918 the Company changed its registered office from to but it omitted to give the said Registrar notice of such cliange as required by section 62 of the Companies (Consolidation) Act 1908. 7. Under the circumstances aforesaid the Registrar of Joint Stock Companies after taking as he alleges and the Company does not deny the preliminary steps required by section 242 of the Companies (Consolidation) Act 1908 caused the name of the Company to be struck off the register of Joint Stock Companies on the 1919 and notice thereof was pubHshed in the London Gazette of 1919. 8. The defaults and omissions made by the Company as stated in para- graph 6 hereof arose by reason of the inadvertence or negligence of a former secretary of the Company and the Company did not in fact receive any notice sent to it pursuant to the provisions of section 242 of the Companies (Consolidation) Act 1908 nor did any advertisement published in the London Gazette pursuant to the said section come to its knowledge at any time before the 19 9. By reason of the Company having been dissolved in manner afore- said the Company is and wiU unless its name is restored to the register of Joint Stock Companies be unable to continue its business or to get in the book debts due to it and in particular the Company is unable to bring any action to recover a sum of £ which is now and has for the last six months been due and owing to it. 10. The Company was at the time of its name being struck off the register of Joint Stock Companies carrying on business and in operation and it is just that the name of the Company be restored to such register. 11. At the date when the name of the Company was struck off such register A.B. was the largest shareholder of the Company being the holder of shares (k). Your Petitioner therefore humbly prays as follow : — (1) That this Court may order that the name of the Company be restored to the register of Joint Stock Companies. (2) That this Court do give such directions and make such provisions as to it may seem just for placing the Company and all other persons in the same position as nearly as may be as if its name had never been struck off such register. (3) That such further or other order may be made as to this Court may seem meet. Note, — It is intended to serve this petition upon the Registrar of Joint Stock Companies [and upon the Company] (Z). The petition will be supported by an affidavit of the petitioner or where the petitioner is the Company of one or more of its principal shareholders verifying and where necessary amplifying the facts set out in the petition and exhibiting the Memorandum and (k) Paragraph 11 should be added (1) The words ia brackets should when the company is to be a be added when the company is to be respondent. a respondent. 884 Petitions Articles of Association of the Company — and its certificate of incorporation and in some cases tlie certificate entitling it to com- mence business. ORDER ON PETITION FOR RESTORING COMPANY'S NAME TO REGISTER. No. 0063 of 1919. In the High Court of Justice, Chancery Division. Me. Justice Astbuey. Toesday the 18th day of ^March 1919. In the Matter of the Companies ConsoUdation Act 1908 and In the Matter of the Companies (Particulars as to Directors) Act 1917 and In the Matter of Conserans Mines Ltd. Upon the petition of AB. of and CD. of contribu- tories of the above-named Company and of hereinafter mentioned on the 12th March 1919 preferred unto this Court and upon hearing Counsel for the Petitioners and for the Registrar of Companies and upon reading the said petition the affidavit of filed the 13th March 1919 and the affidavit of filed the 19 and the exhibits therein referred to and the petitioners other than the said by their counsel undertaking (m) forth- with to forward to the Registrar of Companies the Annual Lists and Summaries now in arrear for the years and required to be for- warded under section 26 of the first above-mentioned Act and for the years as required by the said section as extended by section 1 of the second above-mentioned Act and also a copy of the Register con- taining the names addresses and occupations of the Company's Directors or Managers in compliance with section 75 of the first above-mentioned Act as extended by section 1 of the second above-mentioned Act and also undertaking to forth-s^-ith give notice of the situation of the registered office of the Company as required by section 62 of the first above-men- tioned Act. And the petitioner the said by his counsel separately undertaking to use his best endeavours to ensure that the returns above referred to shall be duly made up and forwarded to the said Registrar. This Court doth Order that the name of the said Conserans Mines Ltd. be restored to the register of companies and pursuant to the Com- (m) This undertaking is usually (1903), 5 Fra. 644. Where a inserted : Hollingwood Estate Co. creditor is petitioner and the com- (1887), 3 T. L. R. 232, except where pany is not made a respondent, as the company is in winding-up, in was apparently the case in Parcocha which case it is unusual: Johan- Iron Ore and Railway Co., Ltd. (\Jn- nesburg Mining Syndicate, [1901] reported), before Wabringtox, J., W.N. 46, referred to in the Scottish on July 24, 1905, there is no one to case of Healy v. Board of Trade give the undertaking. OHDER RESTORING CoMPANY's NaME TO KeGISTER 885 panies (Consolidation) Act 1908 the said Conserans Mines Limited is deemed to have continued in existence as if its name had never been struck off. And it is Ordered that the Registrar of Companies do advertise this Order in his official name in the London Gazelie. And it is Ordered that the Petitioners do pay to the Registrar of Companies the sum of his assessed costs of the said Petition (n). [Re Conserans Mines Ltd., 0063 of 1919. Astbury, J., March 18th, 1919.] ORDER RESTORING COMPANY'S NAME TO THE REGISTER. In the High Court of JusxiCE, Companies (Winding-up). Mr. Justice Svvinfen Eady. Wednesday, the 17th day of June 1908. In the Matter of the Companies Acts 18G2 to 1900 (o) and In the Matter of the Garden City Laundry Ltd. Upon the petition of H.M.M. of in the County of Middlesex a Member and T.H.W.I. and W.T.W.L both of in the said County of Middlesex Creditors of the above-named Company on the 4th June 1908 preferred unto this Court and upon hearing Counsel for the Petitioners and for the Registrar of Joint Stock Companies and upon reading the said petition the affidavit of the said H.M.M. filed the 10th June 1908 and the several exhibits in the said affidavit referred to. And the petitioners by their Counsel undertaking to make up and forthwith forward to the Registrar of Joint Stock Companies (1) the Annual Lists and Summaries now in arrear for the years 1905 1906 and 1907 as required by section 26 of the Companies Act 1862 as amended by section 19 of the Companies Act 1900 and (2) a copy of the Register contaming the names and addresses and occupations of the Directors or Managers of the said Company in compliance with sections 45 and 46 of the said Act of 1862 as amended by section 20 of the said Act of 1900 and also to give notice of the situation of the regist^ered office of the above-named Company as required by section 40 of the said Act of 1862. This Court doth Order that the name of the said Garden City Laundry Limited be restored to the Register of Joint Stock Companies and pursuant to the Companies Act 1880 the said Garden City Laundry Limited is to be deemed to have continued in existence as if the same had never been struck off. (n) This order made in Brown from liability, aro wrong. The Bayleys Steel Works, Ltd. (1905), 21 case is not referred to in the 9th T. L. R. 374, is the co.nmon form (last) Ed. of Buckley, of order. It is thought that (o) This would now be In the Buckley, J.'s remarks in this case Matter of the Companies (Con- as to the directors remaining per- solidation) Act, 1908. The order sonally lialjle, by reason of the order was made before the Act came into not giving directions relieving them force. 886 Petitions And it is Ordered that the Registrar of Joint Stock Companies do advertise this Order in his official name in the London Gazette. And it is Ordered that the Petitioners the said H.M.M., T.H.W.I. and W.T.W.I. do pay to the Registrar of Joint Stock Companies his costs of the said Petition such costs to be taxed. \_Re Garden City Laundry, Ltd., 00154 of 1908. Swinfen Eady J., June 17th, 1908.] FORM OF ORDER WHERE THE NAME OF A COjVIPANY IN WINDING-UP HAS BEEN STRUCK OFF THE REGISTER, {Title same as Petition.) Upon the etc. This Court doth order that the name of the said Company be restored to the Register of Joint Stock Companies and that pursuant to the Companies Act 1880 the said Company be deemed to have continued in existence as if the name thereof had never been struck off. And it is ordered that the Registrar of Joint Stock Companies do advertise this order in his official name in the Jjondon Gazette and it is ordered that the order of the County Court of Lancashire holden at Manchester dated 10th day of April 1906 for the compulsory •winding-up of the above-named Company be continued and that the Company be wound up under the same order as effectually as if the name of the Company, had not been struck off the register. And it is oi'dered that the said A.B. the petitioner do pay to the Registrar of Joint Stock Companies his costs of and occasioned by the said petition such costs to be taxed, and that the said petitioner may be at hberty to apply in the matter of the •vvinding-up for the costs of the restoration of the name of the said Company to the register including therein the costs above-mentioned. [i?e Educational and Commercial Publishing Co., Ltd. Swinten Eady, J., July 21st, 1906.] ORDER RESTORING THE NAiAIE OF A COMPANY IN LIQUIDA- TION TO THE REGISTER. {Title.) Upon the Petition of George Stapylton Barnes of 33 Carey Street in the County of London the Official Receiver and Liquidator of the above- named Company and The Johannesburg IVIining and General Syndicate Limited the above-named Company on the 9th February 1901 preferred unto this Court. And upon hearing Counsel for the Petitioners and for the Registrar of Joint Stock Companies. And upon reading the said Petition the Affidavit of George Stapylton Barnes filed the 20th February 1901 and the Exhibit therein referred to. This Court doth Order that the name of the above-named Johannes- burg Mining and General Syndicate Limited be restored to the Register of Joint Stock Companies and pursuant to The Companies Act 1880 the said Company is deemed to have continued in existence as if its name had never been struck off. And it is Ordered that the Registrar of Jo'nt Stock Companies do in his official name advertise this Order in the London Gazette. And it is Ordered that the Petitioner the said George Stapylton Barnes do out of the assets of the above-named Company pay to the Form op Advertisement 887 Registrar of Joint Stock Companies his costs of and occasioned by the said Petition such costs to be taxed in case the parties differ. And that the Costs of the Petitioner of the said Petition be taxed and included in the costs of the said George Stapylton Barnes as part of his costs of the Winding-up of the said Company, [Re Johannesburg Mining and General Syndicate, Ltd., 0055 of 1901. Cozens-Hardy, J., February 20th, 1901.] FOEM OF ADVERTISEMENT. In the High Court of Justice, Companies (Winding-up). Mr. Justice Neville. In the Matter of the Companies (Consolidation) Act 1908 and In the Matter of the Company Limited. Notice is hereby given that by an order made the day of 1909 upon the petition of the above-named Company and of A.B. of iia the county of Chairman of the said Company and of CD, of in the county of respectively directors and contributories of the said Company and upon hearing counsel for the petitioners and for the Registrar of Joint Stock Companies and the peti- tioners by their counsel undertaking to make up and forward to the Registrar of Joint Stock Compam"es (1) the annual hst and summaries now in arrear for the years as required by section 26 of the Com- panies (Consolidation) Act 1908, (2) A copy of the register containing the names and addresses and the occupations of its directors and managers in compUance with section 75 of the Companies (Consolidation) Act 1908 it was ordered that the name of the said Company be restored to the Register of Joint Stock Companies and pursuant to the provisions of the Companies (Consolidation) Act 1908 the said Company shall be deemed to have continued in existence as if the name thereof had never been struck off. And it was ordered that the Registrar of Joint Stock Companies do advertise this order in his official name in the London Gazette and it was ordered that the petitioners do pay to the Registrar of Joint Stock Companies his costs of and occasioned by the said petition such costs to be taxed, A.B. Registrar of Joint Stock Companies. DEALINGS WITH DEPOSITS BY ASSURANCE COMPANIES. Under tlie Assurance Companies Act, 1909, the Board of Trade are empowered to make rules as to (amongst other things) the in- vestment of or dealing with deposits made under that Act, the payment of the interest or dividends from time to time accruing due on any securities in which deposits are for the time being invested and the withdrawal and transfer of such deposits. The rules so made are to have the same effect as if tliey were enacted in the Act 888 Petitions and are to be laid before Parliament as soon as may be after tliey are made ( j)) • The Board of Trade, on June 6, 1910, issued the following order relating to these matters. RIM.ES RELATING TO DEPOSITS BY ASSURANCE COMPANIES PURSUANT TO SECTION 2 OF THE ASSURANCE COM- PANIES ACT, 1909. 4. Wliere a lodgment of money or securities has been made luider the preceding Rules (q) the Court may on the apphcation of the Company order — (a) Investment in such of the stocks funds or securities in which cash under the control of or subject to the order of the Court may for the time being be invested as the applicants desire and the Court tliinks fit either by way of original investment or by waj^ of variation of investment (r). (?>) Payment to the Company of the interest dividends or income from time to time accruing due on any stocks funds or securities in wliich the deposit is for the time being invested. (c) Transfer or payment in the cases provided for in the rules following of the deposit or securities for the time being representing the same either from one ledger credit of the Company to another or out of Court (s). 5. In the subsequent provisions of these Rules the term " the deposit fund " means the money or securities deposited, or the stocks, funds, or securities for the time being representing the same, as the case may be. 6. In any case where it may appear to be just and equitable so to do, and in particular in any of the following cases, namely : — {«) Where a Company having carried on or having intended to carry on only a class or classes of assurance business in respect of wliich a separate assurance fund is not required to be kept (that is to say either fire insurance business or accident insurance business) (p) Assurance Companies Act, of investment. Liberty to apply 1909, s. 2 (6). was, however, given for what it was (q) See supra, pp. 2G and 27, for worth : English and Scottish Law these rules. Life Assurance Association (191S), (r) This seems to limit the power 119 L. T. 305. The case was decided of investment more than did the before O. LV. r. 2 (8) came into order made under the Life Assiu-ance force. As to this rule see infra. Act, 1870; see Bhie Ribbon Life, pp. 891 and 892. Accident Mutual and Industrial Co. (s) Under supplemental rules of (1890), 59 L. J. (CH.) 276. Under July 7th, 1915, and Januarj,- 24th, the power to varj^ investments the 1917, the Board of Trade took power Court authorized the substitution to issue warrants enabling companies of War Loan Stock for certain in- to exercise their rights of converting vestments in Court, but intimated one class of war secm-ities into that it could not make an order another class without going to the avoiding the necessity of taking Court, fresh proceedings on every change Transfers of Sums deposited 889 and having a deposit fund standing to the credit of the Company generally, intends subsequently to carry on a class of assurance business in respect of which a separate assurance fund is required to be kept ; (h) where a Company having carried on employers' liability insurance business {t) or bond investment business {u) as the case may be and having a deposit fund standing to a special ledger credit in respect of the class of business in question, has a fund amounting to £40,000 set apart and secured for the satisfaction of the claims of policy-holders of that class, and intends subsequently to carry on in the first case bond investment business or in the second case employers' liability insurance business or in either of the said cases life assurance business ; the Court may on the application of the Company order the deposit fund to be transferred from the general account of the Company to a special ledger credit in respect of a particular class of assurance business, or from one special ledger credit in respect of one particular class of assurance business to another special ledger credit in respect of another particular class of assurance business, or otherwise to be dealt with as may be just and eqioitable and not in contravention of any provisions of the Act. 7. In any case where it may be just and equitable so to do, and parti- cularly in any of the following cases, namely : — (a) Where a Company having carried on or having intended to carry on either fire insurance business, or accident insurance business, or both, and having a deposit fund standing to the credit of the Company generally, makes a further deposit in respect of any other class of assurance business ; (6) where a Company has a deposit fund to a special ledger credit in respect of employers' liability business, and the employers' liability fimd of the Company set apart and secured for the claims of policy-holders of that class amounts to £40,000, and the Com- pany has or makes a further deposit in respect of any other class of assurance business as provided for in section 33 (e) of the Act ; (c) where a Company has a deposit fund to a special ledger credit in respect of bond investment business, and the bond investment {t) With regard to employers' shall not thereafter be necessary for liability business, s. 33 (e) of the the company to keep any sum Assurance Companies Act, 1909, deposited in respect of that busi- contains the following provision :— ness, so long as the sum deposited " As soon as the employers' in respect of any other class of liability fund set apart and secured as^iorance business is kept de- fer the satisfaction of the claims of posited." policy holders of that class amounts (u) S. 34 (c) of the Assurance to forty thousand poijnds, the Pay- Companies Act, 1909, contains the master General shall, if the company same provisions in respect of bond has made a deposit in respect of any investment business as those in other class of assurance 1:)usines.s, respect of employers' liability in- return to the company the money surance business mentioned in the deposited in respect of its employers' last preceding note, liability insurance business, and it 890 Petitions fund of the Company set apart and secured for the claims of the policy-holders of that class amounts to £40,000, and the Company has or makes a further deposit in respect of any other class of assurance business as provided for in section 34 (c) of the Act ; ((/) where a Company has ceased altogether to carry on within the United Kingdom, either assurance business of any class, or the particular class of assurance business to the special ledger credit w^hereof a deposit fund (not being the sole deposit fund) is standing, and all habihties in respect of the deposit fund have been satisfied or are otherwise provided for ; the Court may, on the apphcation of the Company, order the deposit fund to be paid or transferred out of Court and returned to the Company or as it shall direct. 9. Any application under these Rules to the Court shall be made in such manner as shall from time to time be prescribed by Rules of Court, and until other\vise prescribed in the hke manner in which similar appUca- tions under the Life Assurance Companies Acts, 1870 to 1872, and the Employers Liabihty Insurance Companies Act, 1907, were made imme- diately prior to the commencement of the Act (x). Provided always that any application under Rule 6 or Rule 7 shall be served on the Board of Trade. 10. These Rules shall, so far as may be, extend to and authorize appU- cations with regard to deposits already made by existing Companies imder the provisions of the Life Assurance Companies Acts, 1870 to 1872, and the Employers Liabihty Insurance Companies Act, 1907, and for this purpose deposits made under the Life Assurance Companies Acts, 1870 to 1872, and the deposit funds representing the same shall prima facie and in default of reason to the contrary be treated and dealt with as having been made in respect of the life assurance business of the Companies by or on behalf of which such deposits were made, and deposits made under the Employers Liabihty Insurance Companies Act, 1907, and the deposit funds repre- senting the same shall prima facie and in default of reason to the contrary, be treated and dealt with as having been made in respect of the employers' liabihty insurance business of the Companies hy or on behalf of which such deposits were made. Wliere any such deposit as in this Rule mentioned has been made by an Irish Company, the same may be ordered by the Supreme Court of Judicature in England to be transferred from the account of the Paymaster- General of the EngUsh Court to a corresponding account of the Accountant General of the Supreme Court of Judicature in Ireland. Under the Life Assurance Acts, 1870 to 1872, the power of the Court to order payment out to a company seems to have been far more limited. It could under them order payment out : (1) in the case mentioned in s. 3 of the Life Assurance Act, 1870, viz., so soon as its Life Assurance fund accumulated out of the premiums amounted to £40,000 {y) ; (2) where the company was dissolved or was in {x) See Rules of the Supreme (y) Premiums accumulated on Court, O. LV. r. 2 (8). business done outside the United Where Payment out or Deposit ordered 891 some other way released from all claims on the fund, and where there was no prospect of its continuing its business (z) ; but where, on a transfer from one company to another, some of the policy-holders of the transferor company do not accept the liability of the transferee company in place of that of the transferor company, the deposit will be transferred to a separate account of the transferee company, in respect of the life assurance business of the transferor com- pany (a) ; and (3) where the money had been paid in unnecessarily, and in the mistaken belief that it was necessary to make such payment, and the company could not carry on any business which was within the Acts (&). In no other cases it would seem could the Court order payment out (c) . Although the cases where the Court can order pay- ment out have been extended it is thought that the cases where it will do so, will be rather fewer than more than formerly. Except in the cases of employers' liability insurance business and bond invest- ment business, the Act does not give any right to payment out where a fund of £40,000 has been accumulated, and even in such cases the Act only requires payment out where there is a deposit in respect of some other business {d), and in the case of employers' liability business, any such business carried on outside the United Kingdom is not to be treated as part of the employers' liability business of the company (e). In one case (/), where the company's business covered accident business, and the Board of Trade had required a deposit under the Life Assurance Acts, 1870 and 1872, and one had also been made in respect of employers' liability insurance under the Act of 1907, the Court ordered £20,000 to be transferred to an account intituled " Ex parte the Company Employers' Liability Insurance business," and the costs of the petitioners and the Board of Trade to be taxed, and paid out of the other £20,000, the balance of which was to be paid to the petitioners. This case depended on the fact that accident policies are not policies on human life within the Act of 1909, whatever may have been the case under the earlier Acts. Order LV. r. 2 (8), R. S. C, provides that the applications to be Kingdom before the company (c) Scottish Economic Life Assur- started doing btisiness here could ance Society (1890), 45 C. D. 220 ; be counted as forming part of such Life and Health Assurance Associa- fund of £40,000 : Colonial Mutual tion, [1910] 1 Ch. 458. But see Life Assurance Society (1882), 21 Widnes Railway Co. (1873), 15 Eq. C. D. 837. 108, which, however, was decided {z) Popular Life Assurance Co., under another Act. [1909] 1 Ch. 80. (cZ) Assurance Companies Act, (a) City of Glasgow Life Assurance 1909, s. 33 (e), and s. 34 (c). Co., [1916] 2 Ch. 557. (e) Ihid., s. 33 (c). (6) Wool Industries Employers (/) Welsh Insurance Corporation Assurance Association [\i^^,\S.'^. Times Newsi)aper, July 21, 1910, 259. p. 3. 892 Petitions disposed of in cliambers by a judge of the Chancery Division, shall include applications under the Kules of the Board of Trade, dated June Gth, 1910, and made under the Assurance Companies Act, 1909, for the investment (either originally or by way of variation) of moneys or funds lodged in Court as deposits under that Act, or for the payment of interest, dividends, or income on any such moneys or funds. Such applications will be made by summons (g). Under rr. 6 and 7 of the Rules of June 6, 1910 above set out, the application must, it would seem, always be made by the company, formerly where the deposit had been made by persons other than the company, they were the persons to apply for payment out {h), though it was desirable to join the company as a petitioner (i), and where the company was dissolved and another company was entitled to the fund, such other company was sole petitioner {k). Even now it may, perhaps, be best to join as co-petitioner with the company the persons who have made the deposit, or an assignee of the fund, if payment is to be made to them. Under the old rules, which required these applications to be by peti- tion, the petition had to be sealed with the seal of the company, where payment was not to be made the person entitled to the fund and there has been no formal deed of assignment, and under the old rules where money had been deposited by persons other than the company the petition was signed by such persons (who were made co-petitioners) their signatures being verified by affidavit (1). Where payment out is required by any rule the petition had to set out such rule or the material part of such rule as the rules may be altered, and in such case the fact that it is set out will be convenient for future reference(m). The summons must be taken out in the Chancery Division (n), and the Judge before whom they are to come will be ascertained by ballot in the ordinary way. Where a change of investment is sought, there must be evidence of the desirability of change (o), and the summons must in all cases be verified by affidavit and the Pay- ig) This sub-riile was introduced 168 ; Scottish Life Assurance Co., by Pailes of Supreme Court (Febru- [1887] W. N. G4 ; Colonial Mutual ary), 1919. It is thought that where Life, Assurance Society (1882), 21 liberty to apply generally is reserved C. D. 837. on such an apphcation, a subsequent (m) Le Phenix (1888), 58 L. T. apphcation in relation to the deposit 512. It is thought that now the may be made by ordinary (and not summons should refer to the rule, originating) summons. which might be set out in the (h) Colonial Mutual Life Assur- affidavit. ance Society (1882), 21 C. D. 837, (n) Judicature Act, 1873, s. 34 {i) Scottish Life Assurance Co., (2), and O. 55 r. 2 (8), R. S. C. [1887] W. N. 04. (o) Blue Ribbon Life, Accident, (k) Popular Life Assurance Co., Mutual and Industrial Society {IS90), [1909] 1 Ch. 80. 59 L. J. (CH.) 276. (/) Re Brettingham, [1904] W. N. Summons for Payment Out 893 master's certificate aa to the fund produced, and the summons must be served on the Board of Trade (p) . FORM OF SUMMONS BY ASSURANCE COMPANY FOR PAY- MENT OUT(^). In the High Court of Justice, Chancery Division. Mr. Justice In the Matter of " Ex parte the A.B. Co. Ltd. in respect of Employers' Liabihty Insurance Business " and In the Matter of the Assurance Companies Act 1909. Let the Board of Trade of in the County of within eight days after service of this summons on them inclusive of the day of such service cause an appearance to be entered for them to this summons which is issued upon the apphcation of the A.B. Co. Ltd. of in the City of London under 0. LV. rule 2 (8) R. S. C. and Rule 7 of the Order dated June 6th 1910 and made by the Board of Trade under section 2 of the Assurance Companies Act 1909 for an order (1) That the costs of your petitioner and the Board of Trade of this application may be taxed by the Taxing Master. (2) That the sum of £ New Consols now standing to the credit of " Ex parte the Company Employers' Liability Insurance Business " and mentioned in the Pajonent Schedule hereto may be dealt with in manner directed by the said schedule. (3) Or that such other order may be made on the premises as to this Court shall seem meet. (p) See Rule 9, supra, p. 890. ance business. There would, how- {q) There is no claim in this ever, appear to bo no reason wliy petition for payment of the interest such a claim should not in a proper on the siun which is to remain case be joined with a claim similar deposited in respect of life assur- to the one in this petition. 894 Petitions Payment Schedule. In the High Coitrt of Justice, Chancery Division. Date of Order. Ex parte the A.B. Company in respect of Employers^ Liability Insurance Business.''' Ledger Credit as above. Funds in Court £ New Consols. Particulars of Payments, Transfers, or other Operations Payees and Transferees or Titles of Separate Accounts. Amounts. to be carried out by the Paymaster. Money. Securities. Sell so much new Con- sols as may be neces- sary to pay the costs to be taxed under this order. Out of proceeds — • Pay costs to be taxed as aforesaid. Balance if any Transfer balance of new Consols. The A.B. Com- pany Ltd., of The said Com- pany. £ 8. d. £ 8. d. Dated This summons was taken out etc. If the respondent does not enter an appearance etc. FORM OF AFFIDAVIT IN SUPPORT OF ABOVE SUMMONS. {Title same as Summons.) I X.Y. of in the County of Managing Director of the above-named Company (hereinafter called the Company) make oath and say as follows : — 1. The Company was incorporated under the Companies (Consolidation) Act 1908 on the day of August 1910 and has its registered office at in the City of London. 2. The objects for which the Company was fomied are [here set out the principal objects] and certain other objects specified in its Memorandum of Association. A copy of the said Memorandum and Articles of Associa- tion with all alterations are now shown to me and marked X.Y. (1). 3. In pursuance of the requirements of the Assurance Companies Act 1909 and on the authority of a warrant issued by the Board of Trade and dated the day of 1910 a sum of £20,000 was paid into Court on the day of 1910 and in further pursuance of the requirements of the said Act and on the authority of a warrant issued by the Board of Trade and dated the day of 1910 a further sum of £20,000 was paid into Court on the day of 1910. Both the said pa^^nents were made by the subscribers of the Affidavit on Payment Out 895 Memocandum of Association of the Company in the name of the Companj'. The Paymaster's Certi6cates relating to the said sums are now shown to me and marked X. Y. (2), 4. The said first -mentioned sum of £20,000 is now represented by the sum of £ New Consols now standing to the credit of " Ex parte the Company in respect of Employers' LiabiUty Insurance Business " being the sum of £ New Consols referred to in the Payment Schedule to this petition and the said second mentioned sum of £20,000 is now re- presented by the sum of £ New Consols now standing to the credit of " Ex parte the Company in respect of life assurance business." 5. The Company has the firstly above-mentioned deposit fund standing to the above-mentioned special ledger credit in respect of its employers' liability insurance business and the employers' liabihty fund of the Com- pany set apart and secured for the satisfaction of the claims of poUcy- holders of that class amounts to £40,000 and the Company has a further deposit in respect of its Hfe assurance business as is above-mentioned. A list of the investments which now represent the said funds showing the values of such investments taken at to-day's prices is now shown to me and marked X.Y. (3). 6. The Order of the Board of Trade dated the 6th day of June 1910 and made in pursuance of the power in that behalf conferred on the said Board by section 2 of the Assurance Companies Act 1909 provides by Rule 7 thereof that " In any case where it may be just and equitable so to do and particularly in any of the following cases namely : — (6) Where a Company has a deposit fund to a special ledger credit in respect of its employers' liabihty business and the employers' liability fund of the Company set apart and secured for the claims of policy-holders of that class amounts to £40,000 and the Company has or makes a further deposit in respect of any other class of assurance business as provided for by section 33 (e) of the Act . . . the Court may on the apphcation of the Company order the deposit fund to be paid or transferred out of Court and returned to the Company or as it shall direct." 7. The Company desires that the deposit fund which is now standing to the above-mentioned special ledger account in respect of its employers' liabihty business shall subject to the payment of all proper costs of this application (r) be transferred or paid out of Court and returned to the Company and a resolution of the Board of Directors of the Company to this effect was passed on the day of 19 , The Minute book containing the said resolution duly signed is now shown to me and marked X.Y. (4). 8. I am able to depose to the above facts from my own knowledge of the affairs of the Company of which I have been Managing Director since its incorporation. Sworn at etc. (r) Not infrequently the company order as to costs, and will pay them will, in order to save a sale, take no out of other funds. H (mj sf ^■!U''w'.