The Express.
London, England, 1867-03-11 00:00:00

LAW INTELLIGENCE.

(THIS DAY.)

EQUITY COURT.
(Before Vice•Chaneellor Sir W. Page Wood.)

IV RE THE VNITED MERTHYR COLLIERIES CoMPANT.
Mr. W. 1111. James, Q.C., appeared in support of a peti-
t' (part heard from &tun Lay) for the compulsory wind-
ing up of the company.
Mr. Roshnigh, QC., for the company and the liqui-
dators, asked that the petition might stand over. A re-
solution for a voluntary voiniling up under supervision had
been passed on the 2.3ril of March. Irolti, and two liquidators
appointed. One of these gentlemen, Mr. McLeod, had
been absent in Spain (though nut upon affairs of the com-
pany), since the presentation of the petition, and had only
returned on Tuesday last. The co-liquidator, Mr. Dixon,
had been cross.extunined, but knew nothing of many of
the matters referred to in the petition, on account of the
absence of Mr. McLeod. There were several charges in
the petition which Mr. McLeod ought to have an oppor-
tunity of meeting.
The Vice.('hancellor said that there had been plenty of
time since the 9th of February, when this petition was
first presented, for Mr. McLeod to have met the charges.
He must refuse the application.
Mr. James, Q.C. (with him Mr. F.dilis awl Mr. Ornierod,
of the common law bar), then opened the petition. He said
it appeared from the cross-examination of Mr. Dixon
that the share list had been fraudulently dealt with, that
the money paid in by the original subscribers had:been
fraudulently dealt with, that false entries had been made
in the books, and a false balance-sheet issued; and that
one of liquidator*(3l'Leod), formerly secretary to the com-
pany, was mixed up in these transactions, and the other
(Dixon) had appointed his partner solicitor to
the liquidators. The petition stated that the com-
pany was established on the 16th February, 1844, with a
capital of 1120,Issit, in 6,000 shares. A prospectus won
issued. on seeing which, the petitioner applied for, and
hail :allotted to lain', ro sham. The petition then pro-
ceeded to allege that the whole of the 6,000 shares were
from time to time allotted. though upon many of them no
money, and upon others only email sums, were paid; that
the object of thin issue was to obtain the benefit of certain
contracts, which were conditional on the issue of a
certain number of sham ; and that after the object
wax attained many of the shares were cancelled; that
9,000/. was spent in paying !premiums to late share-
' holders, and advertising, and that the transactions
were concealed by Mr. M`Leod from the shareholders.
It further charged several gross inaccuracies in the balance-
sheet. No one of the directors had made any affidavit.
The Vice-Chancellor stopped the petitioners.
Mr. "%enlighten, for several shareholders, supported the
petition. _ _ _

Mr. Roxburgh, Q.C., and Mr. A. Dixon, for the company
and the liquidators, opposed the petition. They said they
were not in a position to meet the charges of fraud, owing
to the absence of McLeod, and argued that the court could
not interfere with a voluntary winding up.
Mr. Fry, for a creditor (the only one who appeared) also
opposed, contending that there was no jurisdiction to order
a compulsory winding up, unless the voluntary resolution
were bad.

Mr. Brad=ll, for shareholders, also opposed the petition.
The Vice-Chancellor said be entertained no doubt
that under the rilst section of the Companies'
Act, 18h2, the court hail full power to remove
either one or both liquidator, whether after a
compulsory or a voluntary winding-up order. He thought
it advisable fur the parties that the voluntary winding up
should continue ; but it was plainly • case in which the
arm of the court ought to be extended to these parties, and
that they should be placed under its protection.
The director were charged with having acted fraudu-
lently. (His Honour enumerated the charges.) And they
had made no affidavit either meeting the charges
or admitting their inability to meet them. The
state of the case rendered it extremely diffi-
cult to say that the resolution for a voluntary
winding-up was a valid resolution as having been passed at
a properly constituted meeting of actual shareholders, and
on that ground alone his Honour thought he should
have had jurisdiction to act. But he adhered to
his opinion, often before expressed, that there were
matters of business in the management of these companies
that the parties were much more coir.peten t to deal with than
the court could be, and it was impossible that the court
could carry on the commercial affairs of a large portion of
the community. His Honour commented oath. conduct
of the liquidator, and finally made an order continuing
the voluntary winding-up, under the supervision of the
court, with liberty to the petitioner or any other share-
holder to apply with regard to the removal of the liquida-
tors, or otherwise, as they might be advised.

COURT OF BANKRUPTCY.
(Before Mr. Commissioner Goa(burn.)
IN RP. MPICER AND NPICER.

Thin was an application for leave to issue execution not-
withstanding a deed of assignment executed by the debtors
in July last. The debtors were ship-brokers of Leadenball-
i.treet. Their liabilities are between 4,0001. end 5,000 i. The
application was made under the likith section on behalf of
Mr. Chu. Morrison, of Liverpool, a creditor for 600 f., who
had obtained judgment against the debtors ; and upon his
costs being taxed, the deed was put forward by thedebtora.
His Honour, in giving judgment, said these applications
had become so numerous as to form a great part of the
business of the court. The creditor as
business leave to
issue execution against the debtors, although they had
executed • deed, as they alleged, within the provisions of
the act. The clause under which these applications were
made was extremely wide—it merely said that execution
should not issue without leave of the court ; so that it
was a matter of discretion. The commissioners bad agreed
that where • composition was offered, and not paid,
that was a case in which execution ought to issue. And
in a case decided by Lord Westbury, 'Mx parte Morrison
in re Olung," it was held that where • deed was made
evidently for the purpose of defeating • single
creditor ane where no property passed under
the deal, the creditor ought not to be deprived
of his common law remedy. In the case before
the court the property was not above 100(. in value ; there
was in effect no assets, and the deed had been concocted
with the view to defeat an individual creditor. In Clany'm
case, Lord Westbury said that the deed bad been con-
cocted for a fraudulent purpose, and was an attempt to
pervert the provisions of thelaw from the objecta for which
they were intended. The principle of that case entirely
governed the present. The debtors had been set up in
business by their respective fathers, whose debts amounted
to :3,600!., an amount sufficient to outweigh the other
creditors. Mr. Morrison, a creditor who had got judgment
against the debtors for 600 f., ref used to assent, believing that
it was An attempt to deprive him of his legal remedy ; for
as soon as ever Mr. Morrison had taxed his costs this deed
was brought to light. The first question was whether the
deed complied with the provisions of the act. On looking
at it he found that there was not a single signature at-
tached to the deed itself. It was said that it was sufficient
for the assents to be given on little bits of paper ; but, at
all events, the court ought to see those assents, and they
were not forthcoming. The deed was evidently
meant to defeat Mr. Morrison g to whom 200 f. had
been offered and refused. On those grounds the court
held that the creditor was entitled to execution. There
was no evidence that the deed haul been signed by the
requisite majority of creditors, and it was clearly an attempt
to defeat the true and lawful operation of the act. To give
the parties an opportunity of appealing the order would
not be issued for three days.
On the application of Mr. Bagley, who appeared for the
creditor, his Honour gave the costa against the debtors.