Secretarial practice

Bibliographic data

Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XX. Winding up

Collection:: Economics Books

2604 SECRETARIAL PRACTICE Liability of Liquidator. may, generally, if he thinks fit, take the proposed step without any application to the Court, and his object in applying is to protect himself. Just as trustees are empowered to apply to the Court for directions in cases of doubt or difficulty, so the liquidator may, in order to safeguard himself, apply under s. 252. In case of any matter involving a large amount of money, or any specially important or unusual act, he may properly take steps to protect himself, and if he acts without doing so, the omission may tell against him if the propriety of the transaction is subsequently impeached. It would be prudent, for example, to apply to the Court for its sanction before taking proceedings in a matter of magnitude, or before borrowing more than a small amount of money. Applications by contributories are generally made when they are dissatisfied with the decision of the liquidator on their rights or liabilities, e.g. when they consider themselves improperly settled on a list of contributories. Creditors’ applications are generally of one of two kinds, that is to say, applications made in conse- quence of decisions of the liquidator adverse to their interests in individual cases, and applications made when they are dissatisfied with any matter in the liquidation as being dis- advantageous to them generally, as, for example, if they consider the liquidator’s remuneration too high; or, if in their opinion, a proposed compromise is not sufficiently in the interests of the company. With reference to the liability of the liquidator in volun- tary winding up, it seems unnecessary to deal with his criminal liability, or with his liability to penalties in case of certain defaults. As regards his civil liability, his position is simple. He is the agent of the company, and is not under the same liability as a trustee for negligence in the performance of his duties, but only for misfeasance or breach of trust. The negligence, which consists in a mere error of judgment, is not sufficient upon which to charge a liquidator, but, of course, personal misconduct, e.g. by failure to perform his statutory duties, or by negligence amounting to a failure to exercise proper care [see e.g. Windsor Steam Coal Co. (1929), 1 Ch. 157, Home & Colonial Insurance Co. (1930), I Ch. 102], will always render him liable. When he employs a solicitor in the course of the liquidation, he is not, in the absence of an express bargain, personally liable for the solicitor’s costs. When he contracts he should of course, be careful to make it clear that he contracts on behalf of the company and not personally; otherwise, it is possible that he might, as between himself and the other party to the contract. inadvertently assume a personal liability.

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