Re Stanton Iron Company and Re Winding-up Acts
| Jurisdiction | England & Wales |
| Judgment Date | 26 November 1855 |
| Date | 26 November 1855 |
| Court | High Court of Chancery |
English Reports Citation: 52 E.R. 821
ROLLS COURT
S. C. 25 L. J. Ch. 142; 2 Jur. (N. S.) 130; 4 W. R. 159. See Moore v. Rawlings, 1859, 28 L. J. C. P. 253.
[164] Re stanton iron company and Re winding-up acts. Nov. 24, 26, 1855. [S. C. 25 L. J. Ch. 142 ; 2 Jur. (N. S.) 130 ; 4 W. R. 159. See Moore v. Eawlings, 1859, 28 L. J. C. P. 253.] Two traders, becoming embarrassed, assigned their joint and separate estate to trustees, to carry on the business for the benefit of their creditors, parties to the deed, and 822 RE STAN TON IRON CO. AND RE WIN DING-UP ACTS 21 BEAV. 15. to pay the surplus to the traders. The trustees accordingly carried on the business, under the name of a company, until it became embarrassed. Held, that such a company was not within the provisions of the Winding-up Acts. Persons may be partners towards the world without being partners between themselves ; but if they bo partners between themselves, they are undoubtedly partners in respect of the public. By an indenture, dated 13th November 1849, and made between Benjamin Smith and Josiah Tumnis Smith, trading under the name of "Benjamin Smith & Son," and partners in the Stanton Iron Works, of the first part; Francis Sandars, John Thompson, James Hay wood, the Petitioner David Wheatcroft, and Samuel Walker Cox, of the second part; and the said John Thompson, James Hay wood, David Wheatcroft, and the several other persons, &c., whose names were set forth in the schedule thereunder written, and whose names were thereunto subscribed (being the joint and separate creditors of the Smiths), of the third part, the Smiths, for the purpose of satisfying their creditors as far as they could, assigned to the parties thereto of the second part, thereinafter called the trustees, all the lands, ironstone, coal, charcoal or fire clay, and hereditaments comprised in a lease to them for twenty-one years from the 27th April 1846, and all other the lands, tenements, terms of years, hereditaments and premises of or to which they or either of them were possessed or entitled, and all machinery in trade, goods, household furniture, and all other the estates and effects whatsoever and wheresoever of them, upon the trusts thereinafter expressed. These were very numerous, and, in some respects, peculiar. Among other things, the trustees were to pay the separate creditors of each out of his separate property, and apply the surplus thereof as joint property. The trustees were then directed to [165] sell such parts of the joint property as should not be necessary to carry on the business, and dispose of the money to arise from the sale as part of the gross income of the business; to continue and carry on the business under the name and style of " The Stanton Iron Company," and to use and employ the works and the joint property for that purpose ; to procure new or renewed leases of any parts of the business property held under lease ; to insure any parts of the business property ; to erect such buildings, works, machinery, &c., as they might think necessary for the business ; to sell iron then or thereafter to be manufactured ; to employ such managers, agents, &c., at such salaries, &c., as they might think fit; to pay, out of the gross income of the business, the rents reserved on the leases, the interest due on the mortgages arid incumbranccs, and all costs and expenses relating to the business, and to pay the net residue among all the creditors of the Smiths, parties thereto, in rateable proportions, according to the amount of their respective debts. And the trustees were empowered, and at the request of two or more creditors to the amount of £3000 required, to call meetings of the joint creditors, the majority, in value, of whom present at such meetings might make, alter, add to, or diminish from the trusts and powers therein...
To continue reading
Request your trial
-
Wheatcroft and Cox v Hickman
...30 L.J. C.P. 125; 7 Jur. N.S. 105; 3 L.T. 185; 8 W.R, 754; and, below, 18 C.B. 617, 3 C.B. N.S. 523; and sub nom. Re Stanton Iron Coy. 21 Beav. 164. On question as to evidence of partnership, explained in Bullen v. Sharp, 1865, L.R. 1 C.P. 100, and followed and applied in numerous cases, am......
-
Hickman v Cox and Wheatcroft
...Exch. 205. The deed now in question has undergone discussion before the Master of the Eolls in a case of In re The Stanton Iron Company,, 21 Beavan, 164, -where this company was held not to be within the provisions of the winding-up acts. His Honor says : " The question really is, whether t......
-
Leask v Pole
...Mr. Pollock, for Messrs. Van Notten Pole. Mr. Selwyn and Mr. Ferrers, for Mr. Leask. Mr. R. Palmer, in reply. Re Stantva, Iron Company (21 Beav. 164); Hickman v. Cox (18 Com. B. Eep. 617 ; 3 Com. B. Rep. (N. S.) 523); Smith v. Watson (2 Barn. & Cr. 401); Meyer v. Sharpe (5 Taunt. 74), were ......
-
Moore and Others v Rawlins
...by the 2nd clause of the deed ? The question is, whether the company, as such, are to make profits. In re the Stanton Iron Company, 21 Beavan, 164, the Master of the Rolls held the company not to be within the wiiiding-up acts. Now, a company; which is not within the winding-up acts, is not......