Bell's Trustees v The Holmes Oil Company
| Jurisdiction | Scotland |
| Judgment Date | 27 October 1900 |
| Date | 27 October 1900 |
| Docket Number | No. 8. |
| Court | Court of Session |
Lord Trayner, Lord Justice Clerk, Lord Moncreiff.
Company—Winding-up—Voluntary or Compulsory— Wishes of creditors—Cutting down of preference—Companies Act, 1862 (25 and 26 Vict. c. 89), secs. 79, 84, 130, 149, and 164.—
A minority of the creditors of a company which was unable to pay its debts presented a petition for a winding-up by the Court. The petition was opposed by the company and by a majority of the creditors, who desired a voluntary liquidation under supervision of the Court, on the ground that the granting of the petition would prejudice a contemplated reconstruction of the company.
The petitioners objected to delay, as the company had within sixty days of the presenting of the petition granted a conveyance of part of its heritable property in favour of certain creditors, the right to challenge which the petitioners wished to preserve.
It was not disputed that a resolution for the voluntary winding-up of the company could not be obtained within sixty days of the date of the conveyance.
The Court granted the petition,holding that it was for the interest of the creditors to grant a compulsory order, in respect (1) that reconstruction would not be hindered by such an order; and (2) that it was question able if the right to challenge the conveyance would be preserved if the company were to be wound up voluntarily under a resolution to be passed by it.
John Dalrymple Bell and Others, trustees of the late Robert Bell, on 3d October 1900, presented a petition for an order to have the Holmes Oil Company, Limited, wound up by the Court.
The petitioners averred that the company was unable to pay its debts, and that they were creditors of the company to the extent of £1268 in respect of arrears of rents and lordships. They also averred that the company was unable to keep its workings in good order, and had permitted the mines to become flooded, and that they were entitled to a further sum of £3000 as damages on that account.
On 16th October 1900 the company lodged answers averring that the necessity for winding-up was not disputed, and that a meeting of the shareholders had been called for the purpose, if so advised, of passing a special resolution for winding-up, and that the earliest date on which that meeting could be held was the 31st of October. They averred further that a meeting of creditors had been called for 16th October, and that ‘in the meantime it is believed that the interests of the company and its creditors generally might be seriously prejudiced if the company were forced into a judicial liquidation, as the prospects of reconstruction would be much diminished thereby, and the respondents respectfully crave that the proceedings in the present petition should be sisted until after the meetings of creditors and shareholders have been held. It is accordingly desirable that the wishes of the creditors as to the method of winding-up and as to the liquidator to be appointed should be ascertained before any order is made by the Court.’
On 22d October 1900 answers were lodged for John Wood, Limited, Glasgow, and others, who averred that they were creditors of the company to the extent of £3103, 19s. 8d., being a large majority in value of the whole creditors; that at the meeting held on 16th October they had appointed a committee, and that ‘the committee has not had time to complete its inquiries...
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