working of its collieries and the sale and purchase of coal, and for that Form 356. purpose to pay out of the monies from time to time in his hands the liberty to carry salaries, wages, and remuneration of the persons employed in the said on business. business and collieries as from the 19th of July, 1878, and also all such rents, royalties, taxes, and other outgoings as may from time to time. become due and payable in respect of the collieries and premises now in the occupation of the said company: Also for the purpose of carrying on the said business and working the said collieries, to make such purchases as may be proper in the ordinary course of business, for cash or otherwise, of goods, and to pay the purchase money out of such monies as aforesaid, and from time to time for the same purpose to make such sales of the effects of the said company as may be necessary or proper in the ordinary course of business: And let, notwithstanding the order of the 19th of July, 1878, the said off. liq. be at liberty to continue an account with the Bank at Wrexham and the L. J. S. Bank in London, for the purpose of paying wages and keeping the business a going concern: the excess over 1,000l. at both banks to be paid into the Bank of England. Ruabon Coal Co. Lim., Malins, V.-C., 27 July, 1878.

1530 B.

See also Form 357a, infra, and note to Form 299 supra.

and render monthly ac

Let the applicants as such off. liqs. continue without further order to Form 357. carry on the works and business of the co. for the space of six calendar Order to carry months from the date of the order: And order that for the purpose of on business carrying on such business the applicants be at liberty to pay the salaries of workmen, and the rents and royalties in respect of the mines respec- counts. tively payable by the co., and any other necessary expenses in order to the carrying on the said business: And order that the applicants do until further order render their accounts of the said business so to be carried on by them as aforesaid once a month; the first account to be rendered on the 27th Mar., and to embrace the period from 10 Feb., 1879, up to the date of this order, as well as subsequent thereto, and the subsequent accounts up to 27th of each subsequent month. Thomas W. Booker & Co., Fry, J., 25 Feb. 1879. B. 362.

account.

Upon the application of the off. liqs., &c., Let the applicants be at Form 357a. liberty, in addition to the account at the Bank of England to be opened Liberty to open by them pursuant to the order of 17 Jan., 1879, to open a banking local banking account at the Cardiff Branch of the Bank: And let the account so to be opened be called "The Works' Account," and let the applicants be at liberty to pay into such account all monies which may arise from the carrying on of the business of the co. as carried on under the order

Form 357a. of 25 Feb., 1879 [See Form 357]. And let the applicants be at liberty to draw against the said Works' Account for all monies required by them for carrying on the business, and also for the sum of 807. per month, authorised to be paid by the order of 26 Feb. 1879 [see Form 350] without the necessity for the counter signature of the chief clerk: And order that if and whenever the balance at the said Cardiff Branch shall exceed 50007. the amount thereof shall forthwith be transferred by the applicants into the account at the Bank of Eng. Thos. W. Booker & Co., Fry, J., 27 Feb. 1879. A. 362.

Form 358.

Liberty to carry on busi

ness.

Upon the application of W., the off. liq., &c., Let W., the off. liq. of said co., be at liberty to carry on the railway chair foundry of the said Co., unless the same shall be sold in the meantime, for a period not exceeding four months, so far as may be necessary to complete orders already accepted by the said co. for the supply of chairs, and to undertake further contracts for the manufacture of chairs to an extent not exceeding what is necessary for the purpose of using the stock of iron in the company's possession, and provided such further contracts are profitable. And [costs to be costs in winding up]. Norton Iron Co. Limd., M.R., 13 Dec. 1878. 2136 B.

Form 358a.

Another.

Upon the application of K., the off. liq., and upon hearing counsel for the applicants and for [certain shareholders and creditors], Let the off. liq. be at liberty to carry on the business of the said co. and generally to manage the same until 11 Jan. 1880, or until further order, and for that purpose to retain in his hands such sum or sums of money as may be necessary, with power to draw, accept, make, and endorse any necessary bills of exchange or promissory notes in the name and on behalf of the said co., and generally to execute and do all such other things as may be necessary or incidental to the carrying on the said. business without the sanction or intervention of the judge. AngloAmerican Leather Cloth Co. Hall, V.-C., 5 Nov., 1879. A. 2068.

With the sanction of the court, the official liquidator has power" to carry on the business of the company so far as may be necessary for the beneficial winding up of the same." See sec. 95 of the Act of 1862; In re Wreck Recovery Co., W. R. 1880, 133.

In order to obtain such sanction, special circumstances must be shown, e.g., that goodwill is valuable and would be lost by stopping; that company's leasehold property liable to forfeiture if works stopped; that company has materials worth little unless used in the business; that there are pending contracts which it is desirable to complete; that the company's difficulties are only temporary.

Where liberty to carry on the business is given, it is sometimes limited as to time, and the time can then be extended. Sometimes the question whether the business shall be carried on is submitted to a meeting of contributories or creditors, according as the company is solvent or insolvent.

Liberty to carry on the business is much more commonly given to provisional Form 358. than to official liquidators.

Not uncommonly liberty to carry on the business is given by the order appointing a provisional liquidator. See Forms 299, et seq.

Borrowing.

borrow.

Upon the application of S. & B., the prov. off. liqs. of the above-named Form 359. co., &c., Let the said prov. off. liqs. be at liberty to raise a sum of 3007., Order giving bearing interest at the rate of 5 p. c. p. a. upon the security of the monies liberty to to be obtained from the sale of the coal to be raised from the collieries of said co. after the date of the raising of the said money, and which sum is to be repaid by the prov. off. liqs. out of such monies as soon as they are sufficient for that purpose; And order that for the purpose of securing the payment of such sum as aforesaid and interest the prov. off. liqs. shall have power to sign and issue any document or deed which may be necessary or proper for such purpose. And [costs of application to be costs in winding up]. Iry House and Northwood Colliery, M. R., 31 May, 1878. A.

1015.

Section 95 of the Act of 1862 enables the official liquidator with the sanction of the court, to raise upon the security of the assets of the company from time to time any requisite sum or sums of money, and this power is frequently exercised, especially where a provisional official liquidator is appointed with liberty to carry on the business; but the court cannot create a charge in favour of the lender, in priority to the company's mortgagees, except with their consent.

Sometimes liberty to raise money is given by the order appointing the provisional liquidator. See supra, Forms 299, et seq.

Liberty to borrow is frequently given for the purpose of paying off a secured creditor, but it must be shown that the security is worth more than the debt.

Sometimes the sanction of the court is given to an agreement for a present loan

and further advances. Regent's Canal Iron Works, 3 C. Div. 411.

Upon the application of C. of, the prov. off. liq., &c., Order that Form 360. the applicant be at liberty to borrow a sum not exceeding 3007. at a Another. rate of interest not exceeding 67. per cent. per annum, for the purpose of paying the rent now due in respect of the premises of the said co. in L——, and a sum of 173l. 17s. 2d. being the taxed costs of the defendants in an action brought by the said co. against H., and that such sum be repayable out of the first assets of the said co. and meanwhile shall be a first charge on the property and assets of the same. American Bowling Co., 28th May, 1877. A. 1552.

Let the applicant as such prov. off. liq. be at liberty to borrow for the Form 361. purpose of enabling him to do all acts necessary for carrying on the Liberty to business of the said co. the sum of 20007., the rate of interest for the borrow for

Form 361. same not to exceed 5 p. c. p. a., And let such sum of 20007. and interest be a first charge on the assets of the said co. Darlaston, &c. Co., M.R., 1st May, 1877. A. 828.

carrying on business.

For order giving liberty to official liquidator to raise 500l. at 631. per cent. interest, and further sums up to 5,0007. for carrying on the company's business, and to charge same by deed on company's assets, such deed to be settled by the judge in chambers, see Original Hartlepool Colleries, 26 Ap. 1877. B. 704.

Form 362.

Liberty to liquidator to lend.

Upon the application of the off. liq., &c., let the said off. liq. be at liberty to pay into the Bank of Eng. to the credit of the account of the off. liq. of the said co. 3007. of his own monies to meet urgent payments in connection with the attempted sale of the company's property under the said order dated, &c., and particularly to pay Messrs. H. for advertising the company's property, and that the said off. liq. shall have priority over the said debenture holders and R. & R. as the trustees of the said indenture and over the monies thereby secured as well as the monies advanced by the plts. in the said action under the said order, &c., or otherwise to the extent of 3007., and for interest upon the said sum of 3007. at the rate of 57. p. c. p. a. from the date of such advance until repayment, and for his costs of this application, such costs to be taxed, &c., And order that the said principal sum and interest and the costs of this application shall be a charge upon the company's assets. Wayne's Merthyr Steam Coal Co., and in action. 1 June, 1877. B. 1106.

Order giving official liquidators power to advance money for payment of rates on company's property in Nova Scotia; to be repaid with interest at 5 p. c. p. a., out of first sale monies. Cape Breton Co., Malins, V.-C., 29 June, 1878. A. 1513.

Form 363.

Common order for sale.

Sales of Property.

Upon the application of the off. liq., &c., Let the rights and interests of the said co. in its mineral property, situate at and also the company's machinery, plant, implements, materials, and other effects therein and thereon be sold with the approbation of the judge, And let the money to arise by such sale be paid into court to the credit of the account of the official liquidator of the G. W. Van Co. Ld., subject to further order. Great West. Van Co., M. R., 8 July, 1878. A. 1474.

As to sales of property in a winding-up, see s. 95 of the Act of 1862, and Rule 32. Where the property to be sold is of substantial value, it is usually directed to be sold with the approbation of the judge, and the subsequent proceedings are conducted as upon a sale in an action. See Dan. Pr. 1148-1187; Dan. Forms, p. 596 et seq.; Seton, 1391 et seq.

Sometimes, however, liberty is given to the official liquidator to sell subject to certain conditions or contracts approved by the judge: And in regard to chattels and property of no great value, liberty is usually given to sell out of court upon such terms as the liquidator thinks fit.

Application for an order for sale, or for liberty to sell, is usually made by Form 363. summons on the part of the liquidator supported by evidence showing the expediency of the sale. Not uncommonly the liquidator enters into a provisional agreement for sale, and then applies by summons for the confirmation thereof. Occasionally before a sale can be made, inquiries as in Form 280 et seq., are requisite. Sometimes before taking an order for sale, the liquidator applies to have inquiries made as to incumbrances, priorities, &c. See Forms 366 et seq.;

In re Hamilton's Windsor Iron Works Co., 27 W. R. 827.

Upon the application of the off. liq. of the above-named co., &c., order Form 364. that of the property of the co. in Nova Scotia the following be sold with Order for sale. the approbation of the judge, namely, (1) The, &c., (2) The, &c., (3) & (4). And let the money to arise by such sale be paid into the Bank of Eng. to the credit of the off. liq. to an account to be entitled "Proceeds of sale of property sold in the year 1878." Cape Breton, &c., Co. Malins, V.-C., 24 July, 1878. A. 1583.

For order on the application of off. liq., approving of a conveyance of property of the co. situate in Australia, to L., there resident, in trust for sale, see Fortune Copper Mining Co., 7 Dec. 1875. A. 1825.

Upon the application of M. & H., the off. liqs., &c., Let the applicants as Form 365. such off. liqs. be at liberty to sell by public auction the real and personal General liberty estate of the co., comprised in the following particulars, that is to say, to sell. 1. All that, &c., 2. All those, &c., &c., free from the incumbrances of such of the incumbrancers thereon as shall consent to such sale, and subject to the incumbrances of such of them as shall not consent: And let off. liqs. be at liberty to sell the remaining real and personal property of co. in England at such time and upon such terms, and either by public auction or private contract as they shall from time to time think expedient: And let the money to arise by sale of any of the abovementioned properties be paid into Bank of Eng. Manchester Branch to account of off. liqs. Costs of application and of all proceedings relating thereto, to be costs in liquidation. Beverley Iron and Wagon Co. Hall V.-C., 9 April, 1879.

A. 705.

Upon the application of the off. liq., &c., Let the following inquiry Form 366. and accounts be taken and made :

Order for in

1. An inquiry whether any and what incumbrances affect the real quiry and sale and leasehold estate of the said co. situate at, and the chattels where incumand effects of the co. thereon, or any and what parts thereof, and the priorities of such incumbrances.

2. An account of what is due to such incumbrancers as shall consent

brances.