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.