Download PDF - Goodmans

and Jersey. The English schemes would make those schemes effective by
binding creditors who were subject to English jurisdiction.
English & American Insurance Co Ltd, Re [1994] 1 B.C.L.C 649. Where a person,
in this case an insurance company, receives money which he is bound to keep
separate from his other funds, he becomes a trustee of that fund. In this case
the insurance company went into liquidation and the liquidators applied for a
determination of the question whether the funds relating to the insurance were
held on trust for the associate. The court held that they were held on trust as
the agreement expressly required the fund to be held separately. Moreover the
fact that the insurance company was not liable to tax for the fund further
supported this.
Re English, Scottish, and Australian Chartered Bank [1893] 3 Ch. 385. A
chartered banking company with its principal business in Australia was ordered
to be wound up in this country. A scheme of reconstruction was proposed that
would establish a new bank, which was to defray the liabilities of the old bank
with certain exceptions. The Judge directed meetings of the shareholders and
creditors to ascertain their wishes as to the scheme. With the great majority of
the creditors being resident in Australia, the Judge made an order directing a
form of proxy to be sent by the Official Receiver by telegraph to Australia
appointing specified persons to vote for or against the scheme at the London
meeting. This was done and the result declared at the meeting in London, more
than the statutory number of the creditors were in favour of the scheme
however if the Australian votes were not counted the resolution in favour of the
scheme would not have been carried. The Judge sanctioned the scheme and
some of the Scotch and English creditors appealed on the grounds that: (1) that
the scheme was improvident and unfair towards the creditors generally; (2) that
the Judge had no power to order that the outcome of the Australian proxies be
communicated by telegram and that they should have been produced at the
meeting; (3) that the Australian proxy papers were irregular in naming a
particular person as agent for the voter; (4) some of the proxy papers, which
were stamped with a penny stamp did not display the day of the meeting at
which they were to be used and therefore, they were void under sect. 80 of the
Stamp Act, 1891.
Held, (1) in accordance with the principles established in re Alabama, New
Orleans, Texas and Pacific Junction Railway Company ([1891] 1 Ch. 213), the court
would follow the majority opinion of the creditors because there was nothing
unreasonable or unfair in the scheme as between different classes of creditors;
(2) that the Judge had power under the Joint Stock Companies Arrangement
Act, 1870, s. 2 , to direct the particulars of the Australian proxies to be
telegraphed to the Official Receiver and the proxies to be counted at the
meeting. There was no requirement that the proxy papers be produced at the
meeting; (3) that the proxy papers were not irregular on account of the agent
being named on the form; and (4) that the proxies that did not contain the day
of meeting would be fine providing they were stamped with a ten shilling stamp
within thirty days of their being received in England under sect. 15, sub‐sect. 3, of
the Stamp Act, 1891.
Equitable Life Assurance Society (No. 1), Re [2002] B.C.C. 319. An application
was made under s.425(1) Companies Act 1985 for an order that meetings of
classes of creditors of E, a company, be convened as per the court's directions. E
proposed three relevant classes of creditors, namely, GAR policyholders ‐ those
with policy rights in relation to guaranteed annuity rates, Non‐GAR policyholders
– those without such rights and those who may have had claims in respect of
misselling. The court had to determine the value of each creditor's claim for
voting which would affect the value of the majority in value at a class meeting. E