6. In a provisionally registered railway company, 88,400 shares were allotted, the deposit being 57. 58. per share. On the bill being thrown out in the House of Commons, on the Standing Orders, and the directors abandoning the undertaking, 37. 108. per share was returned to the holders of 88,375 shares, who thereupon delivered up their scrip certificates, and took fresh ones purporting to entitle the holders to a pro ratâ division of the funds remaining after settling the claims on, and the liabilities of, the Company. The holders of 87,940 of these new certificates received a further instalment of 10s. per share, and signed a release, admitting a certain balance only to be then in the hands of the directors.

An original holder of thirty shares, who received the former, but not the

VOL. I.

latter instalment, presented a petition to have the company wound up under the Winding-up Act, alleging a refusal or neglect on the part of the directors to produce accounts, and alleging a misapplication of 15,000l. on payment of a deposit on an agreement for the purchase of land, contrary to the Registration Act:-Held, not a case for making at once an order to wind up the company, or even, without further materials, for a reference to the Master under the section, as to the expediency of winding up the company.

But, it appearing that the petitioner's application to see the accounts had not been attended to, the petition was ordered to stand over, to give him an opportunity of seeing them. Ex parte Pocock, Re Direct London and Manchester Railway Company, 731

Contributory-Executor.

7. By the deed of settlement of a banking company, executors of deceased shareholders had the option of becoming shareholders, on giving certain notice, or of selling the shares; and until the option was exercised, the dividends might be retained by the company as a guarantee fund. In default of any person executing the deed in respect of such shares, after six months' notice, the shares were liable to forfeiture. A shareholder in the company bequeathed his shares to his executor in trust to convert them into money. The executor sold some of the shares, but did not give the proper notice to make himself a shareholder as to the rest, and was, nevertheless, permitted to receive the dividends on them for five years, signing the receipts as executor only:-Held, that he was not a contributory without qualification. Armstrong's case, Re North of England Banking Company, 565

8. A testator was a shareholder in

a joint-stock banking company which was established under the provisions of the 7 Geo. 4, c. 46, and, according to the deed of settlement of which, personal representatives of deceased shareholders might become shareholders on giving certain notices. The executrix never gave the prescribed notices, but repudiated all interest in the concerns of the company. By her affidavit, in the course of the proceedings under the Winding-up Act, 1848, she deposed that the testator's assets were under 201., and had been all exhausted in payment of debts:-Held, that her name had been properly placed upon the list of contributories as executrix. Thomas's case, Re North of England Banking Company, 579

Contributory-Husband and Wife.

9. A married woman became, by such description, a registered shareholder in a joint-stock banking company, having purchased the shares with money arising from her separate estate.

The husband occasionally received the dividends on the shares, but always signed the receipts as his wife's agent. Though not a registered shareholder, he attended some meetings, and once held the proxy of an absent shareholder, which, according to the deed of settlement, a shareholder alone could do, and he took part in the proceedings. Previously to the dissolution of the company, his name had been substituted, without his consent, for that of his wife, in the share register:-Held, that he was not a contributory under the act, and his name was, upon motion, ordered to be struck out of the list.

Semble, that liability to creditors of the company is not of itself sufficient to make a person a contributory" within the act. Angas' case, Re North of England Banking Company, 560

Contributory-Infant.

10. A father purchased shares in a joint-stock bank for two infant sons, in the name of their uncle as a trustee, and the uncle's name was so entered on the share register of the company. By an agreement afterwards entered into, the uncle admitted that the father was entitled to the profits of the shares till the minors became of age, and it was agreed that then the uncle should assign the shares to the two minors, and the father agreed to indemnify the uncle in respect of the shares. The uncle received the dividends, and paid them to the father:-Held, that the father's name ought not to be inserted on the list of contributories, under the Winding-up Act, 1848.

A man may be liable to the creditors of a company, without being liable to have his name inserted in the list of contributories. Fenwick's case, Re North of England Banking Company,

557

11. Shares in a banking company were purchased for an infant without disclosing his infancy, the vendor signing a certificate required by the company's rules, that the purchaser was of age. On the discovery of the infancy, the infant's father covenanted with the public officer and two directors of the company, that the infant should perform the agreements contained in the company's deed of settlement, and to indemnify the company:-Held, that the father's name was properly placed on the list of contributories, under the Winding-up Act, 1848. Reaveley's case, Re North of England Banking Company, 550

Contributory-Retired Shareholder.

12. A., a shareholder in a joint-stock banking company, established under the 7 Geo. 4, c. 46, effectually assigned his shares in the company more than three years prior to the winding up of such company under 11 & 12

Vict. c. 45. It appeared that there was at least one other former shareholder in the same situation:-Held, that A. had been properly included in the list of contributories, and that it was no objection that his name had been placed on the list upon notice given by a continuing shareholder.

Held, also, that if the certificate of the decision given out by the Master to the party appealing differ from the statement on the file of the proceedings, the latter is to be assumed to be the actual decision. Hawthorn's case, Re North of England Banking Company, 571

13. At an extraordinary meeting of an unincorporated joint-stock company, resolutions were passed, purporting to empower the directors, on behalf of the company, to buy up shares of any shareholder wishing to retire, on the terms of the purchasemoney being paid in debentures, and of a further advance of the same amount being also made by the vendor, on the same security.

On a purchase being effected on these terms by a director, from a shareholder who was not aware that the director was not purchasing on his own account:-Held, that the shareholder was not affected with constructive notice to the contrary; and, on his deposing that he had no actual notice, and there being no conflicting testimony, the Court directed the Master to review the list in which the shareholder was included as a tributory" without qualification. Hollwey's case, Re Vale of Neath and South Wales Brewery Company, 775

con

14. The directors of a joint-stock unincorporated company called an extraordinary general meeting, by a notice stating its purpose to be to receive from the directors a proposition for paying off advances made to the company, and discharging such other liabilities as required to be

The

paid at an early period, without appropriating to that purpose the funds accruing from the present trade. At the meeting, resolutions were passed for raising sums by loan notes; and one of the resolutions provided, that, if any shareholder should be desirous of retiring, the directors should be at liberty to purchase his shares at a price not exceeding 15. per share, on his investing, or procuring to be invested, an amount not less than the purchase-money for his shares, and taking the loan note of the company, payable in five years, with interest for both the price of his shares and the loan. Copies of these resolutions were forwarded to all the shareholders, and some of them transferred their shares upon the terms proposed, making the stipulated advances, and taking loan notes. powers of the directors, under the deed of settlement, did not enable them to enter into this arrangement: -Held, that such a transfer, made by a shareholder in 1844, and remaining unquestioned till 1849, when the company was wound up under the Winding-up Act, 1848, was not on the ground of acquiescence on the part of the company, or otherwise sufficient to restrict his liability as a contributory to the period when he so parted with his shares, whatever might be the equities between him and individual shareholders. Morgan's case, Re Vale of Neath and South Wales Brewery Company, 750 15. Where a shareholder in a comhad taken all the proper steps pany within her power to assign her share, but the directors omitted to assent to or dissent from the sale for a period exceeding two months, and until the company stopped payment:-Held, that, nevertheless, the name of such shareholder had been properly placed upon the list of contributories without qualification. Chartres' case, Re North of England Banking Company, 581

HHH 2

Practice.

16. Form of petition, order, and proceedings under the Joint-stock Com

panies Winding-up Act. Re North of England Banking Company, 545

17. The Court made an order, directing the winding up of a joint-stock company, upon a petition sufficient in point of form, but omitting material circumstances within the petitioner's knowledge, which ought to have been brought to the notice of the Court. This objection was taken at the first meeting before the Master. Upon a petition presented promptly afterwards, the Court discharged the order for winding up, with costs, against the petitioner who had obtained the winding-up order.

The Court refused to sustain the former order at the request of an independent contributory; but discharged it without prejudice to any application that might be made to wind up the company.

Quaere, whether, where an order for winding up is discharged on account of the omission of material circumstances in the petition, contributories can recover their costs of attending before the Master against the petitioner for winding up. Ex parte Barnett and Others, Re Ipswich, Norwich, and Yarmouth Railway Company, 744

18. If no office of the company can be found, the Court may make the winding-up order on the petition being advertised according to the act, and upon a consent on the part of some member of the company. Re Brighton, Lewes, and Tonbridge Wells Direct Railway Company, 604

19. An official manager of a jointstock company, appointed under the Winding-up Act, 1848, entered into an agreement with the executrix of a deceased shareholder, to accept 20007. in lieu of a much larger sum, claimed

to be due in respect of the then present call already made, and together with a security for the contribution by her towards any future calls, to the extent of 10007., as a compromise of all claims of the company on the executrix and her testator; of which agreement the Master certified his approval by a special report. The Court, upon motion, confirmed the report. Hughes's case, Re Nister Dale Iron Company, 606 Practice-Contributories, Notice to.

20. On a notice to a person that her name was inserted in the list of contributories in a particular character, she attended before the Master, by her solicitor, to oppose the insertion of her name altogether:-Held, that she did not thereby waive any objection to the sufficiency of the notice for the purpose of enabling the Master to decide that she was a contributory without qualification; and the Master who had so decided upon such a notice, was directed to review his report.

Quare, whether, in such a case, a new notice can be effectually given. Hutchinson's case, Re North of England Banking Company, 563

21. The brother of a shareholder who died intestate was allowed by the company to receive dividends on the intestate's shares, without administering to his estate, on his signing receipts as representative of the intestate:-Held, that it was not competent for the Master, upon a notice to the brother that his name was intended to be inserted on the list of contributories in his representative character, to insert his name as a contributory without qualification. Glaholme's case, Re North of England Banking Company,

Practice-Master's Jurisdiction.

583

22. Two official managers of a company were appointed under the Wind

ing-up Act, 1848. Upon a motion in court by way of appeal from the Master's order, counsel appeared on behalf of both official managers; but other counsel also appeared upon different instructions for one of them. The Court stopped the cause until it had ascertained which counsel was instructed by the actual authority of the latter official manager; and, upon his personally appearing in court, and stating which counsel he individually authorised, the Court heard that counsel only on his behalf.

Where certain solicitors appeared upon the proceedings to have been appointed by the official managers, and to have been approved of by the Master, the Court permitted affidavits of what had been done to be read in explanation of the proceedings; and, it appearing that the appointment had in fact been made by one official manager only, discharged the order approving of the appointment. Bass's case, Re London and Manchester Di

rect Independent Railway Company (Remington's Line) 722

23. It is within the jurisdiction of the Master to discharge the petitioner upon whose petition the affairs of a company are directed to be wound up from any further attendance before him in the proceedings. Barber's case, Re London and Manchester Direct Independent Railway Company, 726

24. Although the Winding-up Act authorises the Master to require every person to produce documents relating to the company, in his possession, without any express reservation of the rights of lien, this Court cannot interfere to destroy or injure the lien of solicitors, nor adversely order the production of documents on which they have a lien. Potter's case, Re Oxford and Worcester Extension and Chester 728 Junction Railway,

WITNESS.

See EVIDENCE.