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[Chairman.] We will omit the words “provided that the Court may direct an issue to be tried in which any question of law may be raised.”
381. The next amendment is on Clause 32, page 15, line 29, to leave out “ of all the costs of the application and.” This is the same point again. Could you order costs under the general powers ?–Yes, I think so.
381A. There is clearly general power to do that ?–Yes, I believe so.
Chairman.] Then we will leave out those
words. Amendment accepted.
382. The next amendment is on Clause 39, page 20, line 3, to leave out “either in discharge of the amount of a call payable in respect of any other share or shares held by him or without any call having been made,” and to insert “although no part of that amount has been called up.” What is the reason for this amendment ?— The words proposed to be omitted occur in the Act of 1867, but there is a general consensus of opinion that they are unintelligible as they stand, and the words proposed to be substituted give what is believed to be the intended meaning. 383. Has the clause ever been put to use for practical purposes since it was enacted ?– (Mr. Barnes.) Lord Justice Buckley told me the other day he had known of no instance in which this clause had been used.
(After some discussion.) [Chairman.] We will accept the amendment. Amendment accepted.
384. The next amendment is in Clause 41, page 22, lines 6 to 10, to leave out the words “ and the statement of the number and amount of the shares into which the share capital of the company is divided contained in every copy of the Memorandum issued after the confirmation of any such special Resolution shall be in accordance with the Resolution.” (To Mr. Graham-Harrison.) Will you explain the object of that amendment * —Under Clause 41, there is power to alter the capital in various ways. Under Subsection (2) of the clause every copy of the Memorandum which is issued after an alteration is required to be in accordance with the Resolution for the
alteration. But that only applies to one particular kind of alteration, namely, an alteration by sub-division of shares, and not to any other kind of alteration. 385. I quite understand that. You propose to strike out those words and make it general 2Yes, to make it apply to all sorts of alterations. [Chairman.] I think that is quite right.
386. The next amendment is in Clause 45, page 23, line 31, to leave out “within seven days after the making of the order” 2–As the subclause at present stands the time for filing the office copy is limited to seven days, and there is no power on the part of the Court to extend the time.
387. Might you not say: “Within seven days after the making of the order, or such further time as the Judge may allow ’’; would not that really meet it 2–Yes.
388. All you want is an intimation that it must be done promptly within seven days or such further time as the Judge may allow ; is not that the best way of dealing with it?–(Mr. Barnes.) That will meet the case altogether, I think.
(After some discussion.)
[Chairman.] Then the words “within seven days after the making of the order” will remain, and we will add the words “ or such further time as the Court or a Judge may allow.”
389. Then the next amendment is in Clause 50, page 25, line 34, to leave out “and may make such order as to costs" ?–(Mr. Graham-Harrison.) That is exactly the same point as the Committee have just decided on Clause 32, where you decided to leave out the words, because they were covered by the general enactment as to costs.
[Chairman.] Then we will leave them out here.
390. The next amendment is in Clause 66, on page 33, line 21, at the end, to insert the word “registered.” As the clause stands, it reads: “The requisition must state the objects of the meeting, and must be signed by the requisitionists and deposited at the office of the company ”; that is the registered office, is it not ?--That is the registered office.
391. Is it worth while to insert the word “registered” 2–Elsewhere where registered office is meant, it is called the registered office, and it is liable to cause confusion if the word “registered” is not inserted.
[Chairman.] Then we will accept that amendment.
392. The next amendment is on page 93, Clause 54, line 40, to leave out “first issue,” and tO 22 July, 1908.] 22 July, 1908.]
Mr. BARNEs and Mr. GRAHAM-HARRISON.
to insert “execution.” The words at present are “After the first issue of any debentures.” I take it that the point is that it is not always very easy to fix what is the date of the issue of debentures, and you think that the date of execution of the debentures is the more suitable date 2---(Mr. Barnes.) Debentures under the section of the Act from which this is reproduced cannot be issued until after the Registrar's certificate has been endorsed upon them, and consequently the date for endorsing the Registrar's certificate cannot be counted, as it is here, from the date of issue. It must be from some prior date, which has always been taken in practice by the Registrar to be the date of sealing or the date of execution.
[Chairman.] It seems very good sense. I think we may accept that. Amendment accepted. Chairman. 393. (To Mr. Graham-Harrison.) The next
annendment is on Clause 100, page 58, line 26, to leave out “subject as aforesaid.” Why do you propose to leave out those words: “subject as aforesaid ”?—I believe Mr. Barnes thinks that this might stand as it is, and I think so, too. We do not want to press that amendment at all; we think it will do very well as it is.
394. Then do not let us make the better the enemy of the good; we will not accept that amendment. Then the next amendment is in the next line, after the word “the,” to insert the word “other” 2–Yes, those two amendments stand and fall together.
[Chairman.] Then we do not accept either of those amendments.
Amendments not accepted.
395. Then the next amendment is on Clause 121, on page 68, line 36, after “way,” to insert “of the company or ”?–Yes, that is an amendment suggested by Mr. Stewart Smith.
[Mr. Stewart Smith..] It seems to be an omitted case. It seems absurd to give the power to a company in liquidation and not to give it to a company when it is not in liquidation.
396. Yes, I think that is so. It is only carrying out the law as it is now. (To Mr. GrahamHarrison.) Do you see any reason against accepting that amendment?-No, it seems quite right.
397. The next amendment is on Clause 132, page 74, line 18, after “2,” to insert “in the case of a company having no share capital or.” Is this necessary 2—Mr. Barnes does not wish to press this amendment.
398. Then if you do not press it, we will reject it 2 —If you please.
399. The next amendment is on Clause 141, page 78, line 25, to leave out “ or division,” and in line 32 to leave out the same words?–It has been suggested by Mr. Justice Warrington, among others, that it would be desirable to omit those words. The effect of the words is that it is possible to apply for a stay of proceedings in the case of an action in the King's Bench Division in that Division.
400. I think that is an improvement. It enables you to do it all at one blow, so to speak 2 -—Yes.
(After some discussion.)
401. We will accept the amendment to leave out the words “ or division”?–May I remind you that this clause, Clause 141, stood over at the last meeting of the Committee. I was to look up a point upon it, because in the note which I had on that clause there was a reference to certain cases. We have inserted in this clause no gloss taken from those cases, but the cases to which I referred were construing the effect of the two Judicature Acts upon the pre-existing law. The law as we have reproduced it in Clause 141 is what was taken to be the law in those two cases. 402. That is as the clause is passed ?–Yes. 403. Therefore, we may be reassured that it represents the law as it is now?—Yes. I only mentioned it because the clause stood over. 404. The next amendment is on Clause 166, page 91, line 22, after “unlimited ” to insert “or to his estate.” I think it is quite fair to put in the words “or to his estate ”—is not that included in the Act 2—The Act of 1867 legislates by reference to Section 101 of the Act of 1862, and it is not quite plain. 405. You think this makes it clear ?—Yes. [Chairman.] I think that is quite right.
BILL (LoRDs). Post of FICE CONSOLIDATION BILL (LoRDs). STATUTE LAw REvision BILL (LoRDs). 27
408. The next amendment is on Clause 193, page 102, line 33, after “ 1845 ° to insert “or in the case of a winding up in Scotland the Companies Clauses Consolidation (Scotland) Act, 1845 ° 2—The omission of the Scottish Act in the Companies Act of 1862 would appear to have been inadvertent. The Companies Clauses Consolidation Act, 1845, does not apply to Scotland.
[Chairman.] That is all right. We accept that.
409. The next amendment is on Clause 198, page 104, line 23, after “creditor ” to insert “or contributory”; and in the next line, after “opinion,” to insert “in the case of an application by a creditor”; and in the same line, after “creditor,” to insert “ or in the case of an application by a contributory that the rights of the contributories”?—Those three amendments all hang together.
[Chairman.] Yes, that seems to be all right. The amendments are accepted.
410. The next amendment is on Clause 203, page 105, line 19, after “Court” to insert “or any liquidator continued under the Supervision Order” 7–As stated in the Note, a liquidator continued under a Supervision Order is not necessarily appointed by the Court, but his appointment comes from the resolution of the shareholders in general meeting. It appears to be clear law that the Court has power to remove a liquidator continued under a Supervision Order.
[Chairman.] I think that is all right.
411. The next amendment is on Clause 210, page 107, line 22, after “ months” to insert “next ’’; and the same thing in line 28. It is a substantial interference to interfere with the priority of wages. Has the word “next ’’ been used before ?—The word “next ’’ is not in the present section. 412. Has it ever been used ?–No, but there has been a decision on a section in exactly the same language in the Bankruptcy Act of 1883, in which it was held that it meant the four months next before. 413. It may be that that decision is right, or it may be that it is not right. If you say that it must be the two months next before, that limits the priority of the wages, does it not?— Yes. 414. It is open to a fair contention under the Act as it stands that the two months may mean any two months before, is not that so ?—Yes.
(After some discussion.)
[Chairman.] I do not like inserting the word “next”; I think we had better leave it as it is;
Mr. BARNEs and Mr. GRAHAM-HARRIsoN.
the decision to which you refer may have been wrongly given, and this may possibly be an alteration of the law. We will not accept that amendment.
Amendment not accepted.
415. The next amendment is on the same clause, page 108, line 19, to leave out the word “ date ’’ and insert the word “commencement.” That is merely formal. Then you propose in the same line to leave out the word “order ’’’ —Yes, the word “order,” after winding up, seems to have been left in by inadvertence.
(After some discussion.)
[Chairman.] I think what is proposed would be a substantial alteration, and we had better leave the clause as it is, with all its imperfections. We will not accept the amendment.
Amendment not accepted.
416. The next amendment is on Clause 241, Subsection 3, page 123, line 15, after “except ’’ to insert “in the case of a winding up by the Court.” What are those words wanted for ?— This provision is reproduced from Section 9 of the Stannaries Act of 1887, and it is quite clear from that section that it applies to every kind of winding up, because it begins in this way: “If at the commencement of the winding up of any Company, whether by the Court or otherwise.” In consolidation it is not possible to get in those words in this particular place, and it is suggested that as there is a reference here in this provision to a winding up order, some one might argue that the whole of this Paragraph (3) is limited to a compulsory winding up; and I think I did not defend these words as I ought to have done at the last meeting of the Committee, because I think they are quite necessary to reproduce the existing law.
[Chairman.] Then, if that is so, we had better recommend the insertion of these words.
417. The next amendment is on Clause 284, at page 148, line 32, after “licence” to insert “ or revocation of licence " ?—Those words were struck out in the Bill, and we propose now to put them back.
418. I think that is quite right 2–It is only a very small matter of convenience really to Mr. Barnes.
419. Then we will accept that amendment. The next amendment is in the next line, after “given,” to insert “or made ’’; that is only consequential? —Yes.
[Chairman.) That is quite right.
Amendments accepted. 420. The
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