1851.-Ex parte Phillipps. that the members of the provisional committee ought to con tribute towards the expenses in respect of 500 shares each, or, otherwise, that the plaintiff ought to be charged with a less proportion of the expenses than the directors sought to charge *upon him. The affidavit further stated that the [614] deponent and the other defendants who had answered the original bill, answered the amended bill, and again insisted that the agreement of reference was subsisting and binding, and disentitled the plaintiff to relief in the suit: and that the answer stated that the petition, like the suit, was a concerted proceeding of the petitioner and Lamert and Frith, and also that all the debts of the company had been long since paid, and there were no subsisting debts, liabilities or assets of the company; and that the company was dissolved in May, 1846, and finally wound up in January, 1847; and that all the shareholders, except the petitioner, and Lamert and Frith, had been settled with, and that the claim of those three was the only subsisting claim, of any kind, arising out of the company's affairs, and that that claim was the subject of the agreement for reference. Mr. Prior supported the petition. Mr. Stuart, Mr. Rolt, Mr. Bacon, Mr. Lloyd, and Mr. Little opposed it. They said that all the funds of the company had been long ago distributed, and that the company had been dissolved and its affairs wound up; that the petitioner and his two clients, Lamert and Frith, were the only members of the company who were dissatisfied with what had been done; that the suit must be taken to have been instituted by the petitioner and Frith as well as by Lamert; that it was instituted after the Winding-up Act of 1848 was passed, and that the bill was amended and the answers to the amendments were enforced, after the act of 1849 was passed; and that the decree in the suit would answer all the purposes of the winding-up order. Deeks v. Stanhope.(a) *Mr. Prior, in reply, said that Vice-Chancellor Knight [*615] Bruce had recently made the winding-up order, notwith (a) Ante, p. 439. 1951. Ex parte Phillipps. standing the pendency of a suit instituted by the very persor who applied for the order; and that the petition in this case, and the affidavit in support of it, stated that it would be very diffi cult, if not impracticable, to bring the suit to a hearing. He added that, if the order was made, Lamert would undertake to dismiss his bill with costs. THE VICE-CHANCELLOR :-I do not think that I should exercise wisely the discretion with which I am intrusted, if I were to make the winding-up order in this case. I admit that the member of a company, the affairs of which are alleged to have been wound up, may say that they have not been regularly wound up; and that that will give him a locum standi in this court. But still I must look at the circumstances of the case, in order to see whether it is a case in which, having regard to the interests of all the parties, I ought to make the order and I think that, in this case, I clearly ought not: because I may be involving thousands of persons in proceedings which must lead to enormous expense: for, if I look at the Act of Parliament, I find that the Master is bound immediately to appoint an official manager; to`make out a list of contributories, &c., &c. Those proceedings might be profitable to some persons; but, certainly, they would not be beneficial to the whole body; this being a case in which, whatever relief they may have, is relief against the directors personally, and for which there is already a suit pending in the court. I consider Phillipps to be the same as Lamert here. Those two gentlemen and [*616] Mr. Frith *thought that what had been done with re gard to the affairs of the company, had been wrongly done. One, being a solicitor, has acted for the others. They have instituted their own proceedings, and must be considered as sailing in the same boat. I do not, however, mean to say that, if the petitioner himself had been the plaintiff in the suit, that circumstance alone would have prevented my making the order. I do not know what the case before Vice-Chancellor Knight 1851.-Ex parte Phillipps. Bruce was, but I am quite confident that that learned judge could never have meant to decide that, if a man had filed a bill and gone on towards the hearing of the cause, he might get a winding-up order as a matter of course. Mr. Prior.-What his honor decided was that, if it is a proper case for the winding-up order, the pendency of the suit does not prevent the order from being made. The Vice-Chancellor.-That is, precisely, my opinion. In October, 1851, Vice-Chancellors Sir James Lewis Knight Bruce and Baron Cranworth, resigned their offices, on being appointed Lords Justices of the Court of Appeal in Chancery, under 14 & 15 Vict. c. 83. They were succeeded by R. T. Kindersley, Esq., a Master in Chancery, and James Parker, Esq., one of her Majesty's Counsel; and, shortly afterwards, those two gentlemen were knighted. INDEX TO THE PRINCIPAL MATTERS. ACCEPTANCE OF SHARES. See CONTRIBUTORY, 2, 5, 7, 10. ACCOUNT. See FACTOR ACCUMULATION. Shrewsbury and Chester v. Shrewsbury and 2. A railway company constituted un- AGENT. See AGREEMENT, 2. PRINCIPAL AND AGENT, 1, 2. AGREEMENT. 550 3. H. and Y. and several other persons (619 |