Scottish Court of Session Decisions

This petition was the sequel of the case reported ante, p. 303, and was presented at the instance of G. Fyffe Christie and others, directors of the Glasgow and District Co-operative Society (Limited), with consent of John Wilson, its liquidator. After the judgment of the Court in the previous petition, an extraordinary general meeting of the company had been held, after due notice to the shareholders, on 2d March 1876, and an extraordinary resolution passed in terms of sub-section 3 of section 129 of the “Companies Act 1862.” John Wilson had been further appointed liquidator, and the resolution of 3d May 1875, and the whole actings of Wilson under it, as previously reported, confirmed. The resolution had been advertised and recorded at the office of the Registrar of Joint-Stock Companies for Scotland. It was further stated in the petition that certain creditors of the company were raising actions and using diligence against it with a view to obtaining payment to the prejudice of the general body of creditors.

It was provided by the 147th, 148th, and 151st sections of the “Companies Act 1862,” as follows:—Section 147—“When a resolution has been passed by a company to wind up voluntarily, the Court may make an order directing that the voluntary winding-up should continue, but subject to such supervision of the Court, and with such liberty for creditors, contributories, or others, to apply to the Court, and generally upon such terms and subject to such conditions as the Court thinks just.” Section 148—“A petition, praying wholly or in part that a voluntary winding-up should continue, but subject to the supervision of the Court, and which winding-up is hereinafter referred to as a winding-up subject to the supervision of the Court, shall, for the purpose of giving jurisdiction to the Court over suits and actions, be deemed to be a petition for winding up the company by the Court.” Section 151—“Where an order is made for a winding-up subject to the supervision of the Court, the liquidators appointed to conduct such winding-up may, subject to any restrictions imposed by the Court, exercise all their powers without the sanction or intervention of the Court, in the same manner as if the company were being wound up altogether voluntarily; but, save as aforesaid, any order made by the Court for a winding-up subject to the supervision of the Court, shall for all purposes, including the staying of actions, suits, and other proceedings, be deemed to be an order of the Court for winding up the company by the Court, and shall confer full authority on the Court to make calls or to enforce calls made by the liquidators, and to exercise all other powers which it might have exercised if an order had been made for winding up the company altogether by the Court, and in the construction of the provisions whereby the Court is empowered to direct any act or thing to be done to or in favour of the official liquidators, the expression official liquidators shall be deemed to mean the liquidators conducting the winding-up subject to the supervision of the Court.”

The petition prayed the Court, after such intimation or service as seemed proper, “to pronounce an order directing that the said voluntary winding up of the said company should continue, but subject to the supervision of the Court, all as is provided in the 147th, 148th, and 151st sections of the ‘Companies Act 1862;’ and farther, to make such orders, decrees, and appointments, and to give such directions as are authorised and warranted by the said ‘Companies Acts 1862 and 1867,’ in so far as may be found necessary or expedient for facilitating the continuance of the said voluntary winding up, subject to the supervision of the Court.”

The Court ordered intimation on the walls and in the Minute-Book for two days, and advertisement once in the Edinburgh Gazette, and once in the Glasgow Herald and Daily Mail newspapers, and thereafter pronounced the following interlocutor:—

“The Lords having resumed consideration of the petition, Direct that the voluntary winding-up of the Glasgow and District Co-operative Society (Limited), mentioned in the petition, shall continue, subject to the supervision of the Court, with liberty to creditors and contributories to apply to the Court by motion.”