Winding up of the Bituminous Shale Co., 1854

type: Beyond Scotland - Dorset

The Law Times, vol.22 no. 571. 1854.
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Winding up of the Bituminous Shale Co.

Tuesday March 7

The Bituminous Shale Company v Cassell re the Joint Stock Companies Winding up Acts 1848 and 1849 and The Bituminous Shale Company ex parte Green

Practice - Winding up order - Matter adjourned for reference to chief clerk in chambers

The above claim and petition came on for hearing together under the following circumstances. In the year 1848 a company was formed for digging working and obtaining a certain mineral or substance called schistus or bituminous shale black stone Kimmeridge coal or any earth clay mineral or other like substance whatsoever or to extract distil manufacture and produce therefrom certain oils pitch gaseous unctuous carbonaceous and other products and to sell and dispose of the same By an indenture of partnership dated the 29th Aug 1848 it was provided amongst other things that the several persons parties thereto being or becoming shareholders in the capital of the company should constitute or be a joint stock company within the meaning of the Acts of the 7th and 8th and the 10th and 11th of her present Majesty under the name of the Bituminous Shale Company and that the capital of the company should consist 20,000l to be divided into 500 shares of 50l each but which capital might, by two extraordinary general meetings of not less than two thirds in number and value of the shareholders, be increased by the issue of new or the augmentation of the present shares to a sum not exceeding 40,000l or be decreased to a sum not less than 20,000l That two successive extraordinary general meetings might by resolution to be passed at the first meeting and confirmed at the second by the like majority of shareholders increase or decrease the capital of the said company within the limits above mentioned and might authorise the directors to sell or otherwise dispose of any shares in the capital of the company which might have become forfeited in any other manner than by non-payment of calls or to borrow any sum or sums of money on bond or mortgage for the purposes of the company not exceeding in the whole 5000 and likewise might determine upon the dissolution of the company subject to the clauses therein contained.

The Board of directors had power from time to time to rent take lease or purchase any lands buildings and premises for carrying on the business and works and also to apply for and take on behalf of the company on such terms as the board of directors should approve any lease of land or ground containing bituminous shale or schist or other like substance and any licence or other power or authority to dig work or remove bituminous shale or schist and all materials and substances applicable to the purposes of the said company The board directors were also empowered from time to time at their discretion at such prices and upon such terms as they should think reasonable to cause all or any of the hereditaments and premises goods and chattels for the time being belonging to the company to be sold parted with or otherwise disposed of for the benefit of the company and the board of directors were directed to cause the works buildings and premises and all the funds and property of the company to be assigned and vested in the names of not less than two trustees The deed was executed by forty five persons representing as stated by the petitioner 404 shares. The company received the certificate of complete registration on the 26th Sept 1848. Calls to the extent of 45l a share were made and the sums received on account of such calls amounting to 19,220l were expended in various works towards prosecuting the said scheme.

By an indenture dated the 10th Feb 1849 a piece of land situate in the parish of St Martin, Wareham the county of Dorset together with full power for said company their successors and assigns to cut or root up any trees which then were or during the lease thereby granted might be on the said thereby demised premises and to all or any of the then existing houses, hedges &c. and to make and construct such houses and buildings fences &c as the said company their successors or assigns should think fit was demised Henry Charles Sturt to certain trustees their executors administrators and assigns from the 25th then last for the term of ninety nine years trust for the said company, their successors and assigns, and to be dealt with as they should determinable nevertheless as therein mentioned the rent of 45l 18s. 9d. payable as therein. And in the said indenture was contained a that the said company should pay to the said Charles Sturt a further sum of 91l 17s 6d clear all deductions upon their giving notice of the said demise. The said company also purchased at the same time, for 700l the buildings then standing on the said piece of land. Various buildings and machinery were erected the above mentioned plot of land by the at a cost of 10,000l.

In the year 1852 the affairs the company becoming embarrassed they applied William Henry Smith for a loan of 2000l for purpose of paying off certain debts and liabilities then due from them and by a deed dated the April 1852 in consideration of 2000l advanced by the said William Henry Smith the above premises were, by the direction of the said company, granted to the said William Henry Smith his executors administrators and assigns for the residue of the term of ninety nine years except ten days with proviso for redemption on repayment of 2000l and interest at five per cent.

On the 14th Dec 1852 an extraordinary general meeting of the company was held whereat it was resolved that as it appeared on investigation that the liabilities exceeded assets of the company by more than 500l, the Bituminous Shale Company should be forthwith dissolved and that immediate steps should be for the winding up of the company and the directors were authorised with all convenient speed to wind the affairs either by calling up contributions privately or by petitioning the court under the Act. By another extraordinary general meeting of shareholders held on the 13th Jan 1853, it resolved that the minutes of the proceedings at meeting of the 14th Dec should be adopted and confirmed. A list of the then debts and liabilities of the company together to the sum of 9164 7s 11d was laid before the meeting. In the month of July 1853 by certain articles agreement under the common seal of the dated the 13th July 1853 and made between company of the one part and Edwin Edward of the other part the company agreed to sell the said Edwin Edward Cassell agreed to purchase for 3000l the said piece of ground comprised in the lease together with the buildings plant and machinery subject to certain printed conditions of sale thereto annexed as far as the might be applicable to a sale by private contract were not varied by the agreement the 3rd 8th & 9th conditions being struck out the purchase to completed on or before the 20th Sept 1853 up which time all outgoings were to be discharged the vendor and if the purchase should be not completed the purchaser to pay interest at 5 cent from that time until it should be completed.

The abstract of title was to be delivered to the purchaser on or before the 10th Aug 1853. The agreement was executed by Cassell. By the 5th condition of sale thereto annexed it was amongst other provided that the purchaser should not be entitled to call for the production of the lessor's title nor he require any other evidence of the covenants conditions in the lease having been performed up the completion of the purchase than the of the receipt for rent up to the 25th Dec then Upon payment of the purchase money and the observance and performance of those conditions sale on the purchaser's part the purchaser have a proper assurance executed to him at his expense but the trustees of the company should be required to enter into any other covenant than covenant that they had not incumbered In pursuance of the agreement an abstract of title was to the purchaser's solicitor on the 10th who on 12th compared it with the original deeds and on 18th Aug requisitions were delivered which company s solicitor answered on the 29th. On 9th Sept 1853 the purchaser's solicitor further requisitions which were answered on following day. On the 16th Sept the solicitor wrote to say that the answer to the requisitions was not satisfactory. A correspondence followed and on the 15th Nov 1853 a claim was riled by company against Edwin Edward Cassell to specific performance of the agreement. The claim was set down before the MR but was transferred by leave to VC Stuart's Court on the 20th Feb last.

The Law Times, vol.22 no. 571. 1854., 11th March 1854