MORTGAGES, DEBENTURES AND RECEIVERS 205

It has already been pointed out that amongst the remedies
of a debenture holder, when entitled to enforce his security,
is the right to appoint, or to apply to the Court to appoint,
a receiver. It is common for the conditions of a debenture
to provide that, upon the security becoming enforceable, the
holder, or, in the case of a series of debentures, the holders of
a certain proportion of the debentures, may, by writing
under his or their hands, appoint a receiver with specified
powers. But, whether or not this right exists, a debenture
holder, when entitled to enforce his security, can always
commence a debenture holder's action, and immediately
after doing so can apply to the Court to appoint a receiver.
A body corporate cannot be appointed receiver [s. 306].

The position of a receiver appointed by the Court differs
radically from that of a receiver appointed by debenture
holders themselves by virtue of a power contained in their
debentures. If the appointment is made bv the Court, the
official receiver can be appointed [s. 307].

A receiver appointed by debenture holders, or by the
trustees of a debenture trust deed, is an agent. Whether he
is the agent of the company, or the agent of the debenture
holders or trustees, as the case may be, depends upon the
construction of the terms of the power under which he is
appointed. Frequently, he is expressly declared to be the
agent of the company, and it is provided that the company is
alone to be responsible for his acts or defaults. In such a
case he incurs no personal liability for his acts [Owen v.
Cronk (1895), 1 Q.B. 265]. As agent of the company he has
an implied power to sue in the company’s name [I'}eeler & Co.
v. Warren (1928), Ch. 840].

He may, however, be the agent of the debenture holders
or their trustees, either by the express terms of the provisions
ander which he is appointed, or, where his status is not
definitely specified, upon the construction of the provisions
ander which he is appointed. Ss. 101 to 109 of the Law of
Property Act, 1925, are generally incorporated, as varied
by the provisions of the power, and in spite of the fact that
Ss. 109 (2) of that Act provides that a receiver appointed
under the Act is to be deemed the agent of the mortgagor,
i.e. of the company, none the less it may often be the case
that, where those sections are incorporated and varied, a
receiver may be held to be the agent, not of the company,
but of the debenture holders or their trustees [see Deyes v.
Wood (1911), 1 K.B. 806], unless the deed itself expressly
provides that the receiver shall be the agent of the company.
The reason of this is that the powers of a receiver appointed

Receivers.

Appointed by
Debenture
Holders.