PART IV. CHAF. XII. Winding up of societies. Winding-up may be referred to County courts. As to transfer of suits from one county court to another. Parties aggrieved may appeal. §4.-EQUITABLE JURISDICTION OF COUNTY COURTS IN WINDINGUP SOCIETIES AND COMPANIES. "The Industrial and Provident Societies Act, 1862," 25 & 26 Vict. c. 87 (to consolidate and amend the Laws relating to Industrial and Provident Societies), provides that, Sect. 17. "Any society registered under this act may be wound up either by the court or voluntarily, in the same manner and under the same circumstances under and in which any company may be wound up under any acts or act for the time being in force for winding-up companies; and all the provisions of such acts or act with respect to winding-up shall apply to such society, with this exception, that the court having jurisdiction in the winding-up shall be the county court of the district in which the office of the society is situated” (b). Winding-up Joint Stock Companies.]-By sect. 126 of "The Companies Act, 1862" (25 & 26 Vict. c. 89), judges of county courts sitting at places more than twenty miles from the general postoffice were appointed commissioners for taking evidence in cases where companies are wound up, and the court may refer the whole or any part of the examination of any witnesses to any such judge, who is vested with full powers for that purpose. "The Companies Act, 1867" (30 & 31 Vict. c. 131), enacts,— Sect. 41. "Where the High Court of Chancery in England makes an order for winding-up a company under the principal act (c), it may, if it thinks fit, direct all subsequent proceedings to be had in a county court held under an act of the session of the ninth and tenth years of the reign of her present majesty, chapter ninety-five, and the acts amending the same; and thereupon such county court shall, for the purpose of winding-up the company, be deemed to be 'the court' within the meaning of the principal act, and shall have, for the purposes of such winding-up, all the jurisdiction and powers of the High Court of Chancery." Sect. 42. "If during the progress of a winding-up it is made to appear to the High Court of Chancery that the same could be more conveniently prosecuted in any other county court, it shall be competent for the High Court of Chancery to transfer the same to such other county court, and thereupon the winding-up shall proceed in such other county court." Sect. 43. "If any party in a winding-up under this act is dissatisfied (b) The acts now in force for winding-up companies are "The Companies Act, 1862" (25 & 26 Vict. c. 89), and "The Companies Act, 1867" (30 & 31 Vict. c. 131); see also "The Joint Stock Companies Arrangement Act, 1870" (33 & 34 Vict. c. 104). Under sect. 17, Byles, J., intimated that the judge of the county court has power to stay proceedings in actions brought against individual members of the society for goods supplied to the society before registration. See Henderson v. Bamber, 35 L. J. (N. S.) C. P. 65. It will be borne in mind that this jurisdiction on winding-up is quite distinct from the settlement of disputes in industrial and provident societies, as to which, see ante, § 3. As to the jurisdiction of the county courts in winding-up ordinary partnerships, see ante, p. 21. (c) "The Principal Act" referred to, is "The Companies Act, 1862" (25 & 26 Vict. c. 89). PART IV. with the determination or direction of a judge of a county court on any matter in such winding-up, such party may appeal from the same to the CHAP. XII. vice-chancellor named for that purpose by the lord chancellor by general order; provided that such party shall, within thirty days after such determination or direction, give notice of such appeal to the other party or his attorney, and also deposit with the registrar of the county court the sum of ten pounds as security for the costs of the appeal; and the said court of appeal may make such final or other decree or order as it thinks fit, and may also make such order with respect to the costs of the said appeal as such court may think proper, and such order shall be final” (d). The exercise by county courts of these powers is so rare, as to render it not only unnecessary, but inexpedient to enter upon the jurisdiction and practice in relation to winding-up companies, involving as they do a very large proportion of the business of the Court of Chancery and a multitude of decisions. the Com Industrial Act, 1862. 25 & 26 Vict. General Orders and Rules.]—"The general orders, rules, and Orders under forms of the High Court of Chancery regulating for the time being panies Act, the mode of proceeding under The Companies Act, 1862,' shall 1867; and the be the orders, rules, and forms in all proceedings in the county and Provicourts for the winding-up of a society registered under 'The Indus- dent Societies trial and Provident Societies Act, 1862,' or for the winding-up of a company under The Companies Act, 1867,' so far as the same cc. 87, 89. are applicable: provided that, where it shall appear to the court inconvenient that the Bank of England should be the bank used for the purposes mentioned in the order and rules, it shall be competent for the court to name some bank to be used in lieu of the Bank of England" (e). Court Fees.] Proceedings under" The Industrial and Provident Societies Act, 1862." For every petition presented to a court, under section 17 of the £ above act For every order for winding-up For every sitting or adjourned sitting of the court in the matter "The Companies Act, 1862." For every sitting to take evidence . (d) In a case arising before this provision, it was held that the ordinary county court right of appeal to a common law court, did not apply to winding-up orders under sect. 17 of "The Industrial and Provident Societies Act, 1862." Henderson v. Bamber, 35 L. J. (N. S.) C. P. 65. (e) County Court Orders and Rules, 1868 (appended to Orders and Rules 8. d. 1 0 0 2 0 0 0 15 0 0 10 0 200 in Equity). "The Companies Act, 30 & 31 Vict. c. 131. Registrars' and High Bailiffs' Fees under "The Companies Act, 1867."]- Registrars' Fees. For every certificate. For filing every affidavit or statement on affirmation, declara- For every sitting by the registrar When the sitting is longer than an hour, then for every addi- High Bailiffs' Fees. 0 1 0 10 0 60 07 0 Same fees for service and execution as in equitable matters. Costs.]-The following is the " Scale of Costs and Charges to be paid to Counsel and Attornies, under 'The Industrial and Provident Societies Act, 1862,' and 'The Companies Act, 1867" (g). 66 Attorneys shall be entitled to charge and be allowed in proceedings under 'The Industrial and Provident Societies Act, 1862,' and in proceedings transferred to a county court under 'The Companies Act, 1867,' the same costs and charges as they would be allowed in the Court of Chancery, except that where the amount of the subscribed capital of the society or company shall not exceed 2,000l., they shall be allowed such costs and charges according to the lower scale authorized by the second rule of the 38th Consolidated General Orders of the Court of Chancery." § 5.-ENFORCING OR SETTING ASIDE Agreements between ATTORNEYS AND THEIR CLIENTS. "The Attorneys and Solicitors' Act, 1870" (33 & 34 Vict. c. 28), contains some provisions which may be conveniently treated under the head of Equitable Jurisdiction of County Courts. The above-mentioned statute enacts,— Sect. 4. "An attorney or solicitor may make an agreement in writing with his client respecting the amount and manner of payment for the whole or any part of any past or future services, fees, charges or disbursements in respect of business done or to be done by such attorney (f) Order of the Treasury, 30th December, 1867. (g) See note (e), ante, p. 139. ENFORCING, ETC. AGREEMENTS BETWEEN ATTORNEYS AND CLIENTS. 141 PART IV. or solicitor, whether as an attorney or solicitor or as an advocate or conveyancer, either by a gross sum, or by commission or per-centage, or by CHAP. XII. salary or otherwise, and either at the same or at a greater or at a less rate as or than the rate at which he would otherwise be entitled to be remunerated, subject to the provisions and conditions in this part of this act contained: provided always, that when any such agreement shall be made in respect of business done or to be done in any action at law or suit in equity, the amount payable under the agreement shall not be received by the attorney or solicitor until the agreement has been examined and allowed by a taxing officer of a court having power to enforce the agreement; and if it shall appear to such taxing officer that the agreement is not fair and reasonable he may require the opinion of a court or a judge to be taken thereon by motion or petition, and such court or judge shall have power either to reduce the amount payable under the agreement or to order the agreement to be cancelled and the costs, fees, charges and disbursements in respect of the business done to be taxed in the same manner as if no such agreement had been made." After some other provisions, the act proceeds, Sect. 8. "No action or suit shall be brought or instituted upon any such agreement; but every question respecting the validity or effect of any such agreement may be examined and determined, and the agreement may be enforced or set aside, without suit or action, on motion or petition of any person, or the representative of any person, a party to such agreement, or being or alleged to be liable to pay, or being or claiming to be entitled to be paid, the costs, fees, charges or disbursements in respect of which the agreement is made by the court in which the business, or any part thereof, was done, or a judge thereof, or if the business was not done in any court, then, where the amount payable under the agreement exceeds fifty pounds, by any superior court of law or equity or a judge thereof, and where such amount does not exceed fifty pounds, by the judge of a county court which would have jurisdiction in an action upon the agreement." 66 Sect. 9. Upon any such motion or petition as aforesaid, if it shall appear to the court or judge that such agreement is in all respects fair and reasonable between the parties, the same may be enforced by such court or judge by rule or order, in such manner and subject to such conditions, if any, as to the costs of such motion or petition as such court or judge may think fit; but if the terms of such agreement shall not be deemed by the court or judge to be fair and reasonable, the same may be declared void, and the court or judge shall thereupon have power to order such agreement to be given up to be cancelled, and may direct the costs, fees, charges and disbursements incurred or chargeable in respect of the matters included therein to be taxed in the same manner and according to the same rules as if such agreement had not been made; and the court or judge may also make such order as to the costs of and relating to such motion or petition, and the proceedings thereon, as to the said court or judge may seem fit." Sect. 10. "When the amount agreed for under any such agreement has been paid by or on behalf of the client, by any person chargeable with or entitled to pay the same, any court or judge having jurisdiction to examine and enforce such an agreement may, upon application by the person who has paid such amount, within twelve months after the payment thereof, if it appears to such court or judge that the special cir PART IV. cumstances of the case require the agreement to be re-opened, re-open CHAP. XII. the same, and order the costs, fees, charges and disbursements to be taxed, and the whole or any portion of the amount received by the attorney or solicitor to be repaid by him, on such terms and conditions as to the court or judge may seem just." "Where any such agreement is made by the client in the capacity of guardian or of trustee under a deed or will, or of committee of any person or persons whose estate or property will be chargeable with the amount payable under such agreement, or with any part of such amount, the agreement shall before payment be laid before the taxing officer of a court having jurisdiction to enforce the agreement, and such officer shall examine the same, and may disallow any part thereof, or may require the direction of the court or judge to be taken thereon by motion or petition; and if in any such case the client pay the whole or any part of the amount payable under the agreement, without the previous allowance of such officer or court or judge as aforesaid, he shall be liable at any time to account to the person whose estate or property is charged with the amount paid, or with any part thereof, for the amount so charged; and if in any such case the attorney or solicitor accept payment without such allowance, any court which would have had jurisdiction to enforce the agreement may, if it think fit, order him to refund the amount so received by him under the agreement." Subsequent sections (ss. 13 & 14) provide for the case of an attorney or solicitor dying or becoming incapable to act before the agreement has been completely performed. It is to be observed that the registrar is the taxing officer of a county court. § 6. ACKNOWLedgment of Deeds by Married Women (h). In pursuance of a recommendation of the county court commissioners, 1855, "The County Courts Act, 1856" (19 & 20 Vict. c. 108, s. 73), enacts that แ Any acknowledgment to be made by any married woman of any deed under the act of the third and fourth years of the reign of his late majesty King William the Fourth, chapter seventy-four, may be received by a judge of a county court in the same manner as such acknowledgment may be received by a judge of a superior court." Pursuant to the provisions of the act referred to, 3 & 4 Will. 4, c. 74 ("For the Abolition of Fines and Recoveries, and for the substitution of more simple modes of assurance"), the judge, before he receives the acknowledgment by any married woman "of any deed by which any disposition, release, surrender, or extinguishment shall be made by her" under that act, "shall examine her, (h) Although not part of the duties of the courts of equity, this power, expressly given to judges of the county courts, may be conveniently added to the present chapter. |