No. 50. Memorandum of Agreement of Compromise with a Contributory. [Rule 49.]

In the Matter, &c.

Memorandum of agreement entered into this day of 18, between R. P. H., of &c., the official liquidator of the above-named company of the one part and S. B., of &c., one of the contributories of the said company, of the other part.

Whereas the said S. B. has been settled on the list of contributories of the said company as a contributory in respect of shares in the said company, And whereas, by an Order made by the Master of the Rolls [or, Vice-Chancellor ], dated the day of 18 a call of £ was made on all the contributories of the said company, and there is now due from the said S. B. to the said company the sum of £

per share in respect of the said call. And whereas the said S. B. has proposed to pay to the said official liquidator the sum of £ by way of compromise, and in satisfaction and discharge of the said sum of £ , and of all liability whatsoever, as a contributory of the said company. And whereas the said official liquidator, having investigated the affairs of the said S. B., and believing that such compromise will be beneficial to the said company, hath, in exercise of the power for that purpose given to him by the above statute, agreed to accept the same, subject to the sanction of the said judge and to the conditions and agreements hereinafter contained. Now it is hereby agreed by and between the said parties hereto :

1st. That the said official liquidator shall, before the day of next, apply to the said judge at chambers to sanction this agreement of compromise.

2nd. That upon this agreement being sanctioned by the said judge the said S. B. shall, within days next after such sanction, pay to the said official liquidator the said sum of £ and when thereto required, shall do and execute all such acts and deeds as may be necessary for transferring, or surrendering and releasing to the said official liquidator on behalf of the said company, or in such manner as the said judge may direct, the said shares held by the said S. B. in the said company, and all claim and demand whatsoever which the said S. B. has, or may have, against the said company in respect of the said shares, or the distribution of the assets of the said company, or otherwise howsoever.

3rd. That the said sum of £

, and the transfer or surrender and release

of the said shares and interest of the said S. B., as aforesaid, shall be accepted by the said official liquidator as, and be deemed and taken to give to the said S. B. a full and complete discharge from all calls and liabilities, claims and demands whatsoever, which the said company, or the official liquidator thereof, now has or may hereafter have, or be entitled to against the said S. B., in respect of his being or having been the holder of the said shares, or otherwise, as a contributory of the said company.

4th. That in case this agreement shall not be sanctioned by the said judge it shall cease and determine, and the said official liquidator and the said S. B. shall be remitted to their original rights with respect to each other, as if this agreement had not been entered into.

5th. That in case this agreement shall be sanctioned by the said judge, and the said S. B. shall not in all respects perform the same on his part, the official liquidator shall be at liberty, with the sanction of the said judge, and without notice to the said S. B., to enforce the performance thereof, or with the like sanction, to give notice to the said S. B. that he abandons this agreement, whereupon the same shall cease and determine, and the said official liquidator shall be entitled to proceed against the said S. B. to enforce payment of the said sum of £ or so much thereof as shall then remain due

and unpaid, as if this agreement had not been entered into.

Witness to the signatures of

the said R. P. H. and S. B.

C. D., of &c.

R. P. H., Official Liquidator.
S. B.

No. 51. Memorandum of Sanction of Judge to Agreement of Compromise.

No. 52. Order or Memorandum of the Sanction of the Judge for certain Acts to be done by the Official Liquidator. [Rule 50.]

The Master of the Rolls [or, Vice-Chancellor ] doth hereby sanction [or, has sanctioned] the following proceedings being taken [or, acts being done] by the official liquidator of the above-named company, namely, [state the proceedings to be taken or acts to be done as,] the bringing [or, instituting] and prosecuting an action at law [or, suit in equity], in the name and on behalf of the said company, against [or, defending an action at law [or, suit in equity] brought [or, instituted] against the said company by] K. M., of &c., to recover a debt or sum of £ alleged to be due from [or, to] the said K. M. to [or,

from] the said company, &c.

No. 53. Appearance Book. [Rule 62.]

G. H.,

Chief Clerk.

No. 54. Summons for Persons to attend at Chambers to be examined.

In Chancery.

[25 & 26 Vict. c. 89, s. 115.]

In the Matter, &c.

noon

A. B., of &c., and E. F., of &c., are hereby severally summoned to attend at the Chambers of the Master of the Rolls [or, Vice-Chancellor ], in the Rolls Yard, Chancery Lane [or, No. Lincoln's Inn,] in the county of Middlesex, on the day of 18 at of the clock in the to be examined on the part of the official liquidator [or, of W. D., of &c.], for the purpose of proceedings directed by the Master of the Rolls [or, the said ViceChancellor] to be taken before me in the above matter. [And the said A. B. is hereby required to bring with him and produce, at the time and place afore

said, a certain indenture [describe documents] and all other books, papers, deeds, writings, and other documents in his custody or power in anywise relating to the above-named company.]

Dated this

day of

18

G. H.,

of

Chief Clerk.
in the county

This summons was taken out by Messrs. C. & D., of
Solicitors for the Official Liquidator [or, for the said W. D.]

No. 55. Certificate of the Company being completely wound up, and of the Official Liquidator having passed his final Account. [Rule 66.]

In the Matter, &c.

In pursuance of the directions given to me by the Master of the Rolls [or, Vice-Chancellor ], I hereby certify that R. P. H., the official liquidator of the above-named company, has passed his final account as such official liquidator, And that the balance of £ thereby certified to be due to [or, from] the said official liquidator has been paid in the manner directed by the order dated the 18 And that the affairs of the said company

day of

have been completely wound up.

The evidence produced, &c.

G. H.,

Chief Clerk.

day of

Upon the application of the official liquidator of the above-named company, and upon reading an order dated the day of and the Chief Clerk's certificate, dated the whereby it appears that the affairs of the said company have been completely wound up, and that the balance of £ due from [or, to] the official liquidator, has been paid in manner directed by the said Order, It is Ordered that the said company be dissolved, as from this 18, And that the recognizance, entered into by the said official liquidator,

day of

day of

18

dated the
together with W. B. and T. P., his sureties, be vacated.

WESTBURY, C.

JOHN ROMILLY, M.R.

RICHD. T. KINDERSLEY, V.C.

JOHN STUART, V.C.

W. P. WOOD, V.C.

GENERAL ORDER AND RULES

IN

Chancery,

ΤΟ

REGULATE THE MODE OF PROCEEDING UNDER
THE COMPANIES ACT, 1867.

SATURDAY, THE 21ST DAY OF MARCH, 1868.

ORDER OF COURT,

Saturday, the 21st day of March, 1868.

THE RIGHT HONOURABLE HUGH MACCALMONT BARON CAIRNS, Lord High Chancellor of Great Britain, with the advice and consent of The Right Honourable JOHN LORD ROMILLY, Master of the Rolls, The Honourable The Vice-Chancellor SIR JOHN STUART, and The Honourable The Vice-Chancellor SIR RICHARD MALINS, doth hereby in pursuance and execution of the powers given to him by "The Companies Act, 1867" (a), and of all other powers and authorities enabling him in that behalf, order and direct in manner following:(a) Comp. Act, 1867, s. 20.

PETITIONS FOR WINDING-UP (a).

1. Every petition which shall after this order comes into operation be presented for the winding-up of any company by the Court, or subject to the supervision of the Court, and all notices, affidavits, and other proceedings under such petition, shall be intituled in the matter of "The Companies Acts, 1862 and 1867," and of the company to which such petition shall relate.

(a) Gen. Order, Nov. 1862, Rules 1-5.

PETITION TO REDUCE CAPITAL (a).

2. Every petition for an order confirming a special resolution for reducing the capital of a company, and all notices, affidavits, and other proceedings under such petition, shall be intituled in the matter of "The Companies Act, 1867," and of the company in question.

(a) Comp. Act, 1867, s. 11.

3. No such petition as mentioned in the 2nd Rule of this Order shall be placed in the list of petitions by the secretary of the Lord Chancellor or of the Master of the Rolls, as the case may be, until after the expiration of eight clear days from the filing of such certificate as is mentioned in the 14th Rule of this Order.

4. When any such petition as last aforesaid has been presented, application may be made, ex parte by summons in chambers, to the judge to whose Court the petition is attached, for directions as to the proceedings to be taken for settling the list of creditors entitled to object to the proposed reduction, and the judge may thereupon fix the date with reference to which the list of such creditors is to be made out, pursuant to the 13th section of the Companies Act, 1867; and may, either at the same time or afterwards, as he shall think fit, give such directions as are mentioned in the 5th and 6th Rules of this Order. The order upon such summons may be in the Form No. 1 in the schedule hereto, with such variations as the circumstances of the case may require.

5. Notice of the presentation of the petition shall be published at such times, and in such newspapers as the judge shall direct, so that the first insertion of such notice be made not less than one calendar month before the day of the date fixed, as mentioned in the 4th Rule of this Order. Such notice may be in the Form No. 2 in the schedule hereto, with such variations as the circumstances of the case may require.

As to these advertisements, see In re Crédit Foncier of England (a). 6. The company shall, within such time as the judge shall direct, file in the office of the Clerks of Records and Writs, (a) L. R. 11 Eq. 356; see top of p. 357.