244 SECRETARIAL PRACTICE

Keeping
Accounts.

not within 28 days after receipt of such application or such
further period as the Court may allow given notice to the
applicant that he intends to apply to the Court for leave to
disclaim and that, in the case of a contract, if the liquidator,
after such an application as aforesaid, does not within the
said period or further period disclaim the contract the company
shall be deemed to have adopted it. It would appear that if
the liquidator desires an extension of time within which to give
notice of disclaimer he must apply to the Court for such
extension within the above-mentioned period of 28 days
[exp. Lovering, 9 Ch. Apps. 586, re Richardson, 16 Ch. D.
613]. Accordingly in any application to the Court for leave
to disclaim a contract, it is advisable if such an application as
above mentioned has been received from a party interested to
ask also for an extension of the period in which notice of dis-
claimer may be given. It is not clear what the effect of the
words ‘The company shall be deemed to have adopted’ the
contract is. In the analogous section of the Bankruptcy Act
the trustee is made expressly liable. No personal liability
is however, imposed on the liquidator. There appear to be
two alternatives (a) that the interested party is to have a mere
right of proof, or (b) that the contract is to be treated as if it had
been made by the liquidator on behalf of the company in the
course of carrying on its business in which case the interested
party would be entitled to be paid in full. Probably the
latter is the correct interpretation. A liquidator who has to
consider the question would be well advised to obtain the
decision of the Court and not act on his own interpretation
of the section. The section contains other provisions enabling
the Court, either before or on granting leave to disclaim, to
require notices to be given to interested parties, and enabling
any interested person to apply to the Court to make an order
rescinding the contract on terms or vesting in the applicant
or directing the delivery to him of any disclaimed property.
The consideration of this section is however beyond the scope
of this book but the decisions on s. 54 of the Bankruptcy
Act, 1914, afford some guide to the application of this section.
It should be added that by sub-s. (7) any person injured
by the operation of a disclaimer shall be deemed a creditor
of the Company to the amount of the injury and may prove
the amount as a debt in the winding up. The section does
not apply in the case of a winding up in Scotland [s. 267 (8)].
An important duty of the liquidator is the duty of keeping
proper accounts. It is nowhere laid down that a liquidator
in voluntary winding up must keep accounts, but Rule 170 (3)
of the Companies (Winding up) Rules. 192g provides that in