and gave the arbitrator certain directions as to the
interpretation of the pleadings. An award was
made and a verdict entered. Held, that as no
objection was taken to his Honour's rulings until
after the verdict was entered it was too late to ask
for a new trial on the ground that the rulings were
wrong. MUNRO . MURRAY, 22 W. N. 113.

ARREST.

fresh consideration, and to alter the date of the
document so amended so as to permit it to be
registered within the proper time. D.'s object
was to protect one of his creditors. The original
mortgage having meanwhile been registered it be
came impossible to carry out the suggested altera-
tion. The Court, although they were satisfied
that the respondent had not been actuated by any
corrupt motive, and although the deed had never
been actually altered and no one had been
damaged, suspended the attorney from practice for
twelve months. In re COLEMAN, 5 S. R. 272; 22
W.N. 79.

Ca. sa.-Arrest of bankrupt defendant under
judgment in slander action without leave
of Judge in Bankruptcy Bankruptcy Act (1898 2. Attorneys' costs Legal Practitioners
No. 25), s. 10 (3)-Defamation Act (1901 No. 22), Act, 1898 No. 22, S. 22-Equity Rules,
s. 24. A defendant in a slander action who has 1902, R. 24 Taxing Officer Taxation by
become bankrupt cannot be arrested without the Deputy Registrar on behalf of Master
leave of the Judge in Bankruptcy. MARTIN .Delegation of authority.-An order was made
FERRIS, 22 W. N. 52, 90.
referring a solicitor's bill of costs in a lunacy matter
to taxation. The bill was taxed by the Deputy
Registrar, on behalf of the Master in Equity, but
without any delegation of authority from the
Master under s. 22 of the Legal Practitioners Act,
disputed items being referred to the Master for
his decisions on questions of principle, and the cer-
tificate was signed by the Master. Held, that the
Deputy Registrar was the taxing officer within the
meaning of the Legal Practitioners Act, and that
the Master had no power to sign the certificate.
Ex parte MCLAUGHLIN, 5 S. R. 437; 22 W.N. 123.

2

-Arrest on Mesne Process Act (1902 No.
24), s. 6-Setting aside-Trivial irregularities.
In future writs of ca. re. will not be set aside for
trifling irregularities in the writ or process con-
nected therewith unless it can be shown that the
defendant has actually been misled or prejudiced
thereby. ALEXANDER . BALLONI, 5 S. R. 603; 22

W. N. 210.

3. See DEFAMATION.

ATTACHMENT.

Contempt of Court-Neglect to obey order to
pay money into Court-Attachment-Practice-
Supplemental order Notice Substituted
serviceProcedure Equity Rules, 39, 41,
Where an order which limits a time for
the doing of an act by the defen
dant is not served until after the time so
limited, the usual supplemental order extending
the time for compliance with the original order
may be obtained by the plaintiff on an ex parte
application. Leave to effect substituted service of
such supplemental order was given where the Court
was satisfied that the defendant had attempted to
evade service of the original order. A motion
for attachment in the Equity Court shall be
moved according to its place in the list and not
according to the seniority of counsel on motions
generally. MINTER. MIMNA, 22 W.N. 108.

2.See BANKRUPTCY,

ATTORNEY.

Misconduct-Suspension from practice-Pro-
posal to execute bogus mortgage No cor-
rupt intention-No person injured.-One D.
gave a stock mortgage over certain sheep to B. &
Co. for £200. Before the mortgage was registered
the respondent, D.'s attorney, wrote at D.'s
request to B. & Co. asking them to consent to sub-
stitute the figures £850 for the £200, without any

AUCTIONEERS.

Auctioneers' Licensing Act (1898 No. 24),
s. 11-Licensing meeting--Enquiry into character
of applicant-Kight to be heard. At a meeting
of justices for granting auctioneers' licenses the
enquiry into an applicant's character must take
place in open Court and the applicant must be
acquainted with any charge brought against him,
and have an opportunity of disproving it. If it is
not established that he is of bad or doubtful
character the justices cannot refuse the license.
Ex parte LUCAS, 5 S. R. 113; 22 W.N. 20.

COMPANY.

Winding up—Dissolution of company--Practice.
-The official liquidator should not file any affidavit
supplemental to the Master's certificate upon an
application to dissolve a company. In re LADY
MACQUARIE GOLD DREDGING Co., 22 W.N. 12.

2.—Winding-up- Preferential creditors
Arrangement under Joint Stock Companies
Arrangement Act, 1891.-By an arrangement made
under the Joint Stock Companies Arrangement
Act, 1891, between a company and its depositors,
it was provided that certain depositors whose
claims had not theretofore been reduced by one-
fourth in accordance with prior arrangements made
between the company and its depositors, should be
first paid to effect such reduction, and that thence-
forth all the depositors should be paid pari passu.
Before all the claims had been reduced by one-
fourth as agreed, the company was voluntarily
wound up.
Held, that in the winding-up the
depositors who had not been paid 5s. in the £ in
respect of their claims were entitled to be paid such
amounts before the other depositors received any
dividends in respect of their claims. Re SYDNEY
AND SUBURBAN MUTUAL P. B. & L. I. ASSOCIATION,

5 S. R. 58.

Company-Winding up

"Just and

-Where a banking company applied to the Court
to sanction a reduction of its capital the Court dis-
pensed with the addition of the words
"and
reduced" to the name of the company.
In re
AUSTRALIAN JOINT STOCK BANK, 5 S.R. 44;
21 W.N. 210.

6. Winding-up-Sale of assets-No legal
transfer Dissolution of company Yesting
order Companies Act, 1899 No. 40, s. 142-
Trustee Act, 1898 No. 4, s. 29 (1) (d).—When a
limited liability company goes into voluntary
liquidation and during liquidation sells portion of
its real estate and receives the full purchase con-
sideration, and afterwards become automatically
dissolved by virtue of s. 142 of the Companies Act,
1899, before the property has been legally conveyed
to the purchaser, the Court will in a proper case
make an order under the Trustee Act, 1898, vesting
the property in the purchaser for all the estate of
the company therein at the date of its dissolution.
5 S.R. 498; W.N. 165.
Re CLARK AND SOLOMONS' AGREEMENTS TRUSTS,

7. Liability of company issuing a certifi-
cate of shares under an invalid power of at-
torney-Rectification of share register-Claim
by company for return of the scrip and divi-
dends-Counter claim for damages-Estoppel-
Measure of damages.—Where shares in a limited
company are purchased from a person having no
title thereto, on the faith of a certificate issued by
the company that the vendor is the duly registered
holder thereof, the purchaser is entitled as against
the company to damages, and also to retain all
dividends paid to him before he receives notice
that the company refuses to recognise his title to
the shares. Where the value of such shares has
appreciated since the purchase the measure of
damages is the market value of the shares on the
date when the company first gave the purchaser
On the 24th October,
notice to the above effect.
in favour of his wife. On November 2nd V., a
1900, M., a lunatic, executed a power of attorney
stock and share broker, acting under instructions
from M's wife, agreed to sell to D., a broker,
acting for the defendant, fifty shares in the plain-
tiff company, of which M. was then the registered
owner. The sale was for forward delivery on the
21st January, 1901. On November 14th the shares
were transferred to V., and on November 15th

3.
equitable" to wind up Impossibility of
carrying on business.-A company was formed
with the object of acquiring and working a
particular coal bearing property, and also of
purchasing, taking on lease or exchange or other
wise acquiring other lands, &c., in New South
Wales or elsewhere; there were also other objects
clearly ancillary. The particular colliery having
been worked out, the directors proposed to pur-
chase further lands, believed to be coal bearing in
another district, some 35 miles from the old mine,
and this proposal was approved by a majority of the
shareholders. Upon a petition to wind up the
company, held that the proposed purchase was
intra vires the company, and that therefore the
substratum of the company had not failed: Recertificates were issued to V. by the plaintiff com-
Coolgurdie Consolidated Coal Mines, Limited (76
L. T. 269) applied. In re WICKHAM AND BULLOCK
ISLAND COAL COMPANY, 5 S. R. 365; 22 W. N. 109.

4. -1899 No. 40, ss. 123, 264 - Bankruptcy Act,
1898 No. 25, s. 77-Indemnifying creditor-
Advantage over others-Examination Litiga-
tion- Practice. The provisions of s. 77 of the
Bankruptcy Act, 1898, are, by s. 264 of the Com-
panies Act, made applicable to a winding-up under
that Act, but an examination held under s. 123 of
the Companies Act is not litigation within the
meaning of the section of the Bankruptcy Act. In
re SHADLER, 5 S. R. 33; 21 W.N. 217.

5. Reduction of capital-Addition to the
name of words" and reduced ”—Bank-Practice.

pany certifying that he was the registered owner
of the shares. On the 21st January, 1901, V. ex-
ecuted transfers of the shares to the defendant,
who became registered as holder thereof. Sub-
sequently the plaintiff company issued thirty-two
new shares, and paid the proceeds of the sales of
the fractional parts of other new shares to the
defendant in respect of the original fifty shares.
On the 22th August, 1904, M. having recovered
his sanity, the plaintiff company, in obedience to
a decree of the High Court, rectified its register by
restoring the name of M. as registered holder of
the fifty shares and the thirty-two new shares
issued in right thereof, and paid to M. all divi-
dends declared thereon since the removal of his
name from the register, and also a sum equal to
that paid to the defendant, representing the frac-
tional parts of new shares above mentioned. The

plaintiff company now sued the defendant for
the return of the scrip for the eighty-two shares, and
for the repayment of the dividends and the other
moneys paid as aforesaid. The defendant counter-
claimed for damages. On the evidence the Court
found that the defendant was a purchaser for value
without notice of M.'s title or insanity, and that
he completed the purchase and paid his money
largely on the faith of the certificates issued to V.
Held, that the plaintiff company, while entitled to
the return of the scrip of the eighty-two shares,
was estopped by the issue of the certificates to V.
from claiming a return of the dividends, or of the
proceeds of sale of the fractional parts of new
shares. Held, also, that the defendant was en-
titled to damages, and that the measure of damages
was the market value of the eighty-two shares on
the date when the plaintiff company first refused
to recognise the defendant as a shareholder, with
interest at £4 per cent. per annum from that time
until date of payment. Re Bahia and San Fran
cisco Railway Co. (L.R. 3 Q.B. 584) followed and
applied. DAILY TELEGRAPH NEWSPAPER Co. r.
COHEN, 5 S. R. 520; 22 W. N. 172.

of

from the register on September 11th, 1893, and
must now be removed from the list of contribu-
tories and from the register as from that date;
that B. was not precluded from this relief by
reason of the scheme of arrangement or any delay.
By consent of S. his name was substituted for that
of B. In the matter of THE COLONIAL FINANCE
MORTGAGE, INVESTMENT & GUARANTEE CORPORA
TION, 5 S. R. 506; 22 W.N. 179.

9 Companies Act, 1899 No. 40, ss. 139,
140, 149.-A resolution was passed in 1882 for the
voluntary winding up of a company, and two
liquidators were appointed. The land of the com-
pany was sold, but no transfer had ever been
executed to the purchaser. One of the two liqui-
dators had in the meantime died.
It was prac-
tically impossible to call a meeting of shareholders,
owing to lapse of time and difficulty in ascertain-
ing their names and addresses. Heid, that the
proper course was to make an order that the
winding up be continued under the supervision of
the Court and appointing another liquidator under
s. 149 of the Companies Act. In re MOUNT HOPE
COPPER MINING Co., 22 W.N. 219.

Reduction

8.--Register of members-Transfer
shares-" Default or
unnecessary_delay"-
Rectification of Register-Delay-Companies 10.
of capital Extinguish-
Act, 1899 No. 40. ss. 107, 137, 232.-Not- ment of shares Confirmation by the
withstanding that liquidation has supervened, Court-Publication of reasons for reduction—
the Court may rectify the list of contributories and Companies Act, 1899 No. 40, ss. 39, 40,
the register of shareholders upon any of the 41, 42, 45, 46.-A company limited by shares
grounds mentioned in s. 232 of the Companies Act. had power under its articles to reduce its capital
Where directors assent to a transfer of shares it is by paying off capital. Three years after its forma-
the duty of the company to register the transfer tion, the company purchased a certain business
forthwith failure to do so is "default and un- upon terms of issuing paid up shares to the vendor,
necessary delay" on the part of the company within and to enable the company to carry out this pur-
the meaning of s. 232 of the Act. Consideration chase it duly resolved to increase its capital, and
of the circumstances under which delay is fatal to the paid up shares were issued out of this increased
an application to rectify a share register. In 1893 capital. It was found that the business so pur-
B. was the registered holder of 600 shares in a com- chased could not be carried on with advantage,
pany, which shares he held as trustee for S., as and an arrangement was entered into whereby the
was well known to the directors and officers of the said business including certain assets of the com-
company. On September 11th, 1893, B. trans- pany, were to be re-sold to the vendor; as part of
ferred the shares to S., and the transfer was lodged the consideration for the said re-sale the company
for registration on the same day, and was approved accepted a surrender of the above-mentioned paid
at a meeting of directors, though calls were then up shares, which were to be cancelled. The
due on the shares, which had since been paid. S. arrangement was carried out by special resolution
was chairman of the meeting, and informed B. providing that the capital should be reduced by
that the transfer had been approved by the board, paying off the shares so issued to the above-men-
and that it was "all right' No alteration in the tioned vendor and held by him (the capital repre-
register of shareholders was, however, made.sented thereby being in excess of the wants of the
From that time up to 1900, calls were made, but company), and that such shares should
B. received no notice of the calls in respect of these extinguished. The company presented a petition
shares, though he did receive notices in respect of praying the Court to confirm the resolution. All
other shares held by him. In 1900 B. learnt for the creditors were either paid or assented to the
the first time, from a letter from the manager of arrangement. Held, that the reduction of capital
the company, that his name was still on the was within the powers conferred by the Companies
register, and he wrote protesting. No other action Act, 1899, and should be confirmed. British and
was taken by him and no action was taken by the American Trustee and Finance Corporation v.
company until 1904, when the company went into Couper ([1894] A.C. 399) applied. Held further,
voluntary liquidation, and the liquidator placed B. that a copy of the above-mentioned agreement for
on the list of contributories. The letter from the re-sale should be filed with the Registrar-General,
manager above referred to stated as a reason
and that the advertisement of the order and
for the transfer not having been registered that no minute should state that the reduction of capital
transfer had or could have been registered since had been effected as a term of the agreement for
1894, because of a scheme of arrangement sanc- re-sale, a copy of which was filed and was open to
tioned at that date. B. applied to have his name inspection on payment of the usual fee. In the
removed from the register and list of contributories. Matter of DONALDSON, COBURN & KNOX, 5 S.R.
Held, that B.'s name should have been removed 725; 22 W.N. 235.

be