Scottish Court of Session Decisions

On the 12th of July 1907 James Adam Pattullo presented a petition for the judicial winding-up of the Caithness Flagstone Company, Limited, and for the appointment of an official liquidator. The petitioner was a creditor of the company to the extent of over £500, as the registered holder of two debenture bonds by the company, the interest on which, due on 15th May and 11th November 1905, had not been paid.

On 30th July 1907, at an extraordinary general meeting of shareholders, an extraordinary resolution was unanimously passed in favour of a voluntary winding-up subject to the supervision of the Court, and Thomas Dingwall, C.A., Edinburgh, was appointed liquidator and subsequently accepted office.

On August 12th, 1907, the company lodged answers to the petition of Pattullo, in which they maintained that a compulsory winding-up was unnecessary and incompetent, and on the same day they presented a petition craving that the voluntary winding-up already resolved on should be continued under the supervision of the Court. Answers were lodged by Pattullo in which he submitted that Mr Dingwall was not an independent and unbiassed party, and that some other person should be appointed liquidator by the Court.

The petitions and answers were heard together, and parties' counsel stated that they had agreed that the voluntary liquidation should be continued under supervision. Counsel for Pattullo, however, moved that Mr Dingwall should be superseded by a liquidator appointed by the Court. Counsel for the company opposed.

The Court refused to grant the motion.

Thereafter counsel for Pattullo moved that the expenses he had incurred should form part of the expenses of the winding-up, arguing that his petition was a legitimate and appropriate method of bringing the whole matter into Court, and that there was no necessity for another petition at the instance of the company. Counsel for the company opposed.

The following cases were referred to:— Drysdale & Gilmour v. Liquidator International Exhibition, November 13, 1890, 18 R. 98, 28 S.L.R. 91; Pattisons, Limited v. Kinnear, February 4, 1899, 1 F. 551, 36 S.L.R. 402; Elsmie & Son v. Tomatin Spey District Distillery, Limited, January 30, 1906, 8 F. 434, 43 S.L.R. 324; M'Gregor v. Ballachulish Slate Quarries, Limited, October 16, 1907, 45 S.L.R. 9.