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their solicitors appearing and submitting to be bound by this order, and Form 267. consenting to account for the sums hereinafter mentioned to be paid to them if and when called upon so to do: Order that S., the receiver and manager appointed in these actions, be at liberty to obtain (by allowing a discount on the amount) immediate payment of 26,5007. bills on the J. S. Bank now in his hands payable to the order of the said S. and R. (since deceased) and forming part of the purchase money of the works and undertaking of the deft. co. sold pursuant to the said order of 26 July, 1877, and that the indorsement by the said S. alone of the said bills shall be sufficient: And order that the said S. do Distribution immediately after the receipt of the amount which he shall receive in of funds. respect of the said bills, pay the same to the said A. and R., both of No. 59, Strand, bankers, members of the firm of Messrs. Coutts and Co. And it appearing by the receipt of one of the cashiers of the Bank of England that H. has lodged at the bank to the credit of a chancery suspense account the sum of 31,0437. 8s. 7d. cash: Order that the plaintiff B. do on or before 21 August, 1878, do all necessary acts pursuant to the 31st of the Chancery Funds Consolidated Rules, 1874, for the purpose of having the said sum of 31,0437. 8s. 7d. transferred into Court to the credit of Barry, &c., and Upward, &c., in the books of the pay office pursuant to rule 28 of the Chancery Funds Consolidated Rules, 1874 And order that the said sum when so transferred into Court be paid to the said A. and R. And order that the said A. and R. do, out of the monies which shall be so paid to them as aforesaid, Debentures pay to each of the holders for the time being of the mortgage debentures of the 1st series issued by the deft. co. the amount of the principal due to them respectively in respect of such debentures, such holders and such amounts to be verified by affidavit: And that the amount so paid and the persons by whom the same shall have been paid respectively be verified by affidavit: And order that the respective holders of such debentures do, upon such payment, hand to the said A. and R. the debentures in their possession, having first detached the coupons therefrom, and do sign receipts for the respective amounts paid to them: And order that the said A. and R. do, on or before 30 Sept., 1878, pay the balance of the monies to be received by them as aforesaid, after deducting the sums paid by them to the said debenture holders as aforesaid, into Court to the credit of [the actions], such balance to be verified by affidavit: And order that the balance when so paid in be invested, &c. [and accumulated: Provision for payment of costs of plaintiffs in the two actions, and of the committees of debenture holders, &c.]: And Costs. order that the plaintiff B. do pay to the said A. and R. their costs of this application, such costs to be taxed, &c., as between solicitor and client: And that the said plaintiff be at liberty to include what he shall so pay in his own costs. Barry [on behalf, &c.] v. Sao Pedro, &c., Co., and Upward v. same Co., M. R., 1 Aug., 1878, A. 2787, Ptd.

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BETWEEN fifty and sixty useful forms relating to winding-up are given in the Schedule to the General Order of 11 Nov. 1862; but in the winding-up of a company numerous other forms are frequently required, and the writer has good reason to believe that the want of precedents of such forms has been felt in various quarters. In the following pages an attempt has been made to meet this want.

Form 268.

Advertisement of presentation of petition.

FORMS.

In this division of the work the rules contained in the General Order of 11 Nov. 1862 have been referred to thus-" Rule 5 ;" and the forms given in the schedule to such order have been referred to thus-" Form 6 in schedule to Rules."

COMPULSORY WINDING-UP.

Preliminary.

In the High Court of Justice.
Chancery Division.

In the matter of the Companies Acts, 1862 and 1867. And in the matter of the Company, Limited. Notice is hereby given that a petition for the winding-up of the above named company by [or, subject to the supervision of] the High Court of Justice, Chancery Division, was, on the, presented to Her Majesty's High Court of Justice by the said company [or by A. B., of, a creditor [or, contributory] of the said company [or, as the case may be]. And that the said petition is directed to be heard before His Lordship the Vice-Chancellor Sir [or, Master of the Rolls] on the day of 18-; and any creditor or contributory of the said company desirous to oppose the making of an order for the winding-up of the said company under the above Acts should appear at the time of hearing by himself or his counsel for that purpose; and a copy of the petition will be furnished to any creditor or contributory of the said company requiring the same by the undersigned on payment of the regulated charge for the same.

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Where the petition is to be heard in vacation the advertisement will state" that Form 268. by special leave granted by [name of judge], the said petition is directed to be heard before the Vacation Judge, sitting in the Court of the Vice-Chancellor, Sir knight, at Lincoln's Inn, in the county of Middlesex, on the

See Rule 2, as to advertising a winding-up petition. The signature of the solicitors to the copy for the London Gazette must be witnessed, and the advertisement must be written on stamped forms.

day of

&c."

The utmost care should be taken that the advertisement is correctly expressed and duly advertised.

Any error in the title, name, day, or place for hearing, may render the advertisement useless. In re City and County Bank, 2 Ch. 477; Marezzo Marble Co., W. N. 1874, 9; 22 W. R. 248; Manure Co., W. N. 1876, 234: Buckley, 470. As to restraining advertisements, see supra, p. 321, and infra, Form 565.

Formal parts: see infra, Form 315.

I, A. B., &c., make oath and say, that such of the statements in the Form 269. petition now produced and shown to me, and marked with the letter A., Affidavit in as relate to my own acts and deeds, are true, and such of the said support of petition. statements as relate to the acts and deeds of any other person or persons, I believe to be true.

Sworn, &c.

See Rule 4 as to this affidavit.

Where there is likely to be opposition to the petition, it is generally desirable to file further evidence supporting the case made by the petition and meeting any affidavits filed in opposition. Where the petition is not by the company an affidavit of service may be desirable. See Form 271. But if the company does not appear the order is sometimes made subject to the production of an affidavit as to service to the registrar.

As to cross-examining witnesses on their affidavits, see infra, Forms 513, 517.
As to evidence in opposition:

Evidence should be filed contradicting, if possible, the petitioner's evidence, or
showing that an order ought not to be made, e.g., because the majority of the credi-
tors or members desire the adoption of some other course.
If necessary, the
petitioner and others making affidavits should be cross-examined thereon.

affidavit.

Upon motion, &c., for A., who alleged that the said A., on the 1st of Form 270. Ap., 1876, presented his petition in these matters to this Court, but Order extendomitted to file his affidavit in support of such petition within the time ing time to file limited in that behalf by the general order of this Court, and upon reading an affidavit of R. L., filed the 11th of October, 1876, let the said L. P. A. be at liberty to file his affidavit in support of the said petition notwithstanding the time limited for that purpose has expired. Civil, &c., Supply Association, M. R., 11 April, 1876, A. 723.

Rule 4 provides that every petition for the winding up of any company by the Court, or subject to the supervision of the Court, shall be verified by an affidavit as above. Such affidavit is to be made by the petitioner, or by one of the petitioners, if more than one, or, in case the petition is presented by the company, by some

Form 271. Affidavit of service.

director, secretary, or other principal officer thereof; and is to be sworn after and filed within four days after the petition is presented, and such affidavit is to be sufficient primâ facie evidence of the statements in the petition.

The four days limited by the above Rule for filing the affidavit verifying the petition may, under Rule 73, be extended by the Court. Re Patent Screwed Boot and Shoe Co., 32 Beav. 142.

In the London and Westminster Co-operative Store Co., 17 L. T., N. S. 559, the affidavit had not been sworn till the fifth day, and Lord Romilly, M. R., under Rule 73, enlarged the time. See also Anglo-Danish Steam Navigation Co., 15 W. R. 105; 15 L. T. 407; Fortune Copper Mining Co., 10 Eq. 390; 22 L. T. 650.

Formal parts: see infra, Form 315.

I served the above-named co. with a to this Honble.

day of

1. On the day of petition preferred in these matters by of Court with the order thereon of this Court, dated the whereby it was ordered that all parties concerned should attend thereon on the day of, and that notice thereof should be given forthwith, by delivering a true copy of the said petition and order to A. B., the secretary of the said company, at the registered office of the said company, situate at, and at the same time producing and showing to the said A. B. the said original petition with the said order thereon. Sworn, &c.

Where a special order as to service has been made [infra, Forms 272, et seq.], the form of affidavit must be varied accordingly.

Service of Winding-Up Petition.

As to service of winding-up petition, see Rule 3. Where the petition cannot be served as thereby provided, application for an order as to service should be made to the Court by motion ex parte, supported by an affidavit as to the facts. See Re London and Westminster Co., 12 W. R. 6; In re National Credit, &c., Co., 11 W. R. 161; Fortune Co., 10 Eq. 390; In re Manchester Co., Ibid. 9 Eq. 644; Vron Slate Co., W. N. 1878, 70. See also Forms 272, et seq., infra, and Buckley, 473.

The following are some examples of orders as to service of winding-up petitions.

Form 272. Upon motion, &c., for H., who alleged that the said H. on 23 May, Office closed. 1878, preferred his petition in these matters to this Court for the winding up of the above-named co., and that the registered office of the said co. was closed as by a joint affidavit of B. & P., filed &c., appears, and upon reading the said affidavit, &c. Let service of a copy of the said petition having this Court's order thereon that all parties concerned should attend this Court on the said petition on the 7th of June, 1878, together with a copy of this order on S. and B., two of the directors of the said co., be deemed good service of the said petition on the said co. Star Rolling Mills Co., Limd., Malins, V.-C., 30 May, 1878, 917 B.

The above is the Form in which the order is very commonly made, but according to the form given in Seton, p. 1624, it should run :-"That service of the said

petition having, &c., by delivering a copy thereof, together with a copy of this order Form 272. - be deemed, &c."

to

of

at

Office de

Upon motion, &c., and it appearing that the registered office of the Form 273. above-named co., which was situate at, &c., has been pulled down. Let service of the said petition on the said co. by serving a copy of the molished. same together with a copy of this order on B., the secretary of the said co. at -, and on one of the firm of Messrs. M. & M. of the same place, the solicitors of the said co., be deemed good service of the said petition. Vron Slate Co., M. R., 27 Feb., 1878, B. 341; W. N. 1878, 70.

Upon motion, &c. Let service of the said petition be effected by Form 274. leaving a copy thereof at the last registered office of the above-named Same. co., and if such office be closed, then by advertising the same in the London Gazette, and two London daily morning newspapers, as provided by the general order of 11 Nov., 1862, made in pursuance of the Companies Act, 1862, be deemed good service of the said petition on the said co. Investors' Trust Co., Lopes, J., for M. R., 16 August, 1877,

A. 1735.

Security for Costs.

Formal parts: see infra, Form 313.

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Summons for

On the part of the above-named company that the petitioner, who Form 275. is resident at in the kingdom of out of the jurisdiction of the Court, may be ordered within days to give security in the sum security for of -7. to answer costs in these matters, and that in the meantime all proceedings in these matters may be stayed.

Where the petitioner is resident out of the jurisdiction, application may be made for security for costs; East Llangynog Lead Co., W. N. 1875, 81. The amount is in the discretion of the Court. Rules of Sup. Court, Order LV., r. 2. Morgan, 603. See also supra, p. 322.

costs.

Amending Winding-up Petition.

Upon motion, &c. Let the petitioner be at liberty to amend the said petition as he may be advised: And it is ordered that the said petitioner do have 4 days from the date of this order within which to file his affidavit verifying the statements in the amended petition. Horne v. Foreign Gas Co., M. R., 4 July, 1877., A. 1297.

Form 276.

Order giving liberty to

amend.

Upon the petition of L., &c. Let the petition stand over until the Form 277. 17 May, 1878, and let the petitioner be at liberty to amend the said Another.

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