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United Kingdom House of Lords Decisions
You are here: BAILII >> Databases >> United Kingdom House of Lords Decisions >> Lord Elphinstone v. Monkland Iron and Coal Co. [1886] UKHL 870 (29 June 1886)
URL: http://www.bailii.org/uk/cases/UKHL/1886/23SLR0870.html
Cite as: [1886] UKHL 870, 23 ScotLR 870
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SCOTTISH_SLR_House_of_Lords
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House of Lords.
(Before
v.
Subject_Lease — Landlord and Tenant — Landlord's Consent to Assignation.
Lease — Mineral Lease — Damages, Pactional or Penal.
Public Company — Contingent Claim of Damages — Winding-up
Facts:
Where a landlord has right to refuse to accept assignees of the tenant's it is material evidence of his consent to an assignation that
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the assignee has with his knowledge and without objection by him obtained possession of the subject, but such evidence is not conclusive of his acceptance of the assignee as tenant, and it may therefore be negatived by the other circumstances of the case. By a contract between landlord and tenant it was provided that the tenant might lay down mineral refuse on certain land, but should within a certain time level and soil over such deposit, and in the event of failure to do so within the time specified, should pay the landlord, to enable him to complete the work, “a sum of money at the rate of £100 per imperial acre for all land covered with slag and not levelled and soiled within the foresaid period,” and interest was to be payable from the date of failure. Held ( rev. judgment of Second Division) that the damage here specified was not penal but pactional, in respect that there was a single obligation, and the sum to be paid bore a strict proportion to the extent to which it was unfulfilled.
Observed (by Lord Watson) that when a single lump sum is made payable by way of compensation on the occurrence of one or more of several events, of which some may occasion serious and others but trifling damage, the presumption is that the parties intended the sum to be penal and subject to modification.
A public company was wound up voluntarily. A claim was lodged in the liquidation by one claiming that the company was liable to fulfil all the obligations and liabilities incurred or to be incurred under certain contracts to which he and the company were the parties. The liquidators made no deliverance on his claim, but settled the claims of other creditors, and then after a correspondence as to whether his claims remained entire against the company or had been transferred by assignation of its interest to a new company and become claims against it, gave him notice that unless proceedings were taken against them within a certain time they would distribute the surplus assets among the shareholders. He brought an action to have it declared that the company was still bound by the contracts with him, and that the liquidators were bound to set aside so much of the assets as should be required to meet his claims. The Second Division, in respect that there was no present debt or liability by the company, dismissed the action, leaving him to claim in the liquidation. The House reversed this judgment, holding that when a limited company is being wound up voluntarily, a creditor asserting future or even contingent claims may have the liquidators interpelled from dividing the surplus assets among the shareholders without making any provision to meet his claims when they arise.
This case was decided in the Second Division on 27th May 1885, when the Court dismissed the action. The pursuer appealed to the House of Lords. The facts are fully stated in the opinion of Lord Watson.
At delivering judgment—
The affairs of the respondent company became embarrassed; and at an extraordinary meeting held on the 30th of May 1881 it was resolved that the company should be wound up voluntarily, and the respondents William Mackinnon and Nathaniel Spens were appointed liquidators. On the 9th of August 1881 the liquidators sold, by public roup, the whole property and assets of the company, heritable and moveable, including the company's right and interest in the leases and agreements to which I have already referred, to a gentleman, who subsequently declared that he made the purchase on behalf of a new company then in course of formation, which was incorporated and registered in September 1881 as the Monkland Iron Company, Limited. In December 1881 the respondents executed two formal assignations transferring and making over their whole rights and interests, as tenants or otherwise, and their whole obligations and liabilities, under the six deeds of lease and agreement already specified, to the new company.
On the 1st of July 1881 the appellant lodged a claim in the liquidation, in which he insisted upon the liability of the respondent company to fulfil all the obligations and liabilities already incurred, or to become prestable to him under these six deeds. The liquidators gave no deliverance upon the claim, but proceeded to pay the creditors of the company; and after settling all claims of debt (other than the appellant's) a considerable sum remained in their hands at the time when this action was raised, on the 29th of October 1883. Between September 1881 and
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The leading conclusions of the appellant's summons are for declarator that the respondent company are still liable to fulfil the whole obligations and liabilities attaching to them under the contracts assigned to the new company, and that the liquidators are bound to set aside the whole or so much of the surplus assets as may be required to meet such obligations and liabilities as they become due and prestable. These conclusions are founded upon the allegation that the respondents had no power to assign so as to make the new company the appellant's debtors in these obligations and liabilities without his consent. The Lord Ordinary (Lee) on the 22d of March 1884 gave the appellant decree in terms of the declaratory conclusions. This case was carried by reclaiming note to the Second Division of the Court, who on the 30th of October 1884 allowed the parties a proof before answer of their respective averments. The learned Judges at the same time decided that four of the contracts specified in the summons, viz., the mineral lease of March 1836, the minute of April 1853, the mill lands tack of December 1855, and the agreement of November 1862, were in terms assignable, and had been lawfully assigned by the respondents. Against that decision, which was given effect to in the subsequent interlocutor of the 27th of May 1885, no appeal has been taken. The proof allowed was led on the 2d of December 1884 before one of the Judges of the Division. The case, which was then confined to the agricultural lease of November 1870 and the minute of August and November 1877, was again heard along with the proof; and by interlocutor of the 27th of May 1885 their Lordships recalled the interlocutor of the Lord Ordinary and dismissed the action.
I cannot assent to the propriety of the course taken by the learned Judges in dismissing the action, and leaving the appellant to renew his claims in the liquidation. The appellant had preferred a claim in the liquidation more than two years before the action was instituted. He had during the interval made repeated endeavours to get the liquidators to dispose of the claim, which they declined to do, and ultimately recommended him to take judicial proceedings. It was, in my opinion, inexpedient to send back the appellant with his claim to the liquidators four years after it had been submitted to them. If they had again declined to entertain it, or if they had adjudicated upon it in accordance with the pleas they now maintain, the appellant would have been under the necessity of raising a fresh action, with conclusions substantially the same with those he now insists in, for the purpose of enforcing what he conceives to be his legal rights. When a limited company is in course of being wound up voluntarily, I do not think a creditor who is asserting future or even contingent claims against the company can justly be said to resort to an extraordinary remedy when he seeks to have the liquidators judicially interpelled from dividing the surplus assets among the shareholders without making any provision to meet his claims when they shall arise. I am consequently of opinion that your Lordships ought now to dispose of the case upon its merits.
According to the law of Scotland, the assignation of his lease by a tenant who has power to assign has the effect of making the assignee sole tenant from the time he obtains possession of the subject of the lease, and of discharging the cedent from future liability to the landlord. When the tenant has no power to assign, the unqualified acceptance of the assignee by the landlord, whether express or implied, has the same effect.
The agricultural lease of November 1870, the first of the two contracts with which we have to deal, is conceived in favour of the respondent company as lessees, “but excluding assignees and sub-tenants legal and conventional,” these being words which plainly import that the lessees are to have no right either to assign or sub-let without the consent of the lessor. The respondents did not plead that the lease is suâ naturâ assignable, but they maintained that the appellant accepted their assignees. It was argued for them, on the authority of Dobie v. Marquis of Lothian [ 2 Macph. 788] and Duke of Portland v. Baird & Co. [ 4 Macph. 10], that the fact of the landlord not objecting to the assignees taking possession must, irrespective of all other circumstances, be held sufficient to imply his recognition of the assignees. The point did not arise for decision in either of these cases, and the dicta of the learned Judges, when fairly considered, do not appear to me to give the least countenance to the respondents' contention. That a landlord has by implication consented to receive an assignee, or has so acted as to bar himself from alleging that he has not consented, must, in my opinion, be matter of inference from the whole circumstances of the case. I can easily conceive that the fact of the landlord having, in the full knowledge of the cedeut's actings, refrained from making any objection to the assignee entering into possession, might in
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The evidence bearing on this point is somewhat voluminous, but I have had no difficulty in coming to the conclusion that the appellant has not agreed to receive the new company as his assignees under the lease of 1870, and has done nothing to bar him from pleading the absence of his consent. The respondents appear to me to have been distinctly informed, and to have been throughout the negotiations which preceded this action perfectly aware, that the appellant declined to accept the new company as his tenants, except upon the condition, inter alia, that they were to remain liable for the whole prestations stipulated in the lease. It was unquestionably within the right of the appellant to attach that or any other lawful condition to his consent. Of course the respondents were not bound to submit to such a condition; but they knew, or at least ought to have known, that if they did not submit to it they had no power to grant an effectual assignation. His claim, lodged with the liquidators on the 1st of July 1881, which was all along insisted on by the appellant, was substantially the same claim which is preferred by him in this action. In the negotiations which took place between September 1881 and October 1883, the terms of which appear from the correspondence printed in the appendix, the appellant insisted upon the respondent company remaining bound to him as a condition of his assenting to receive their assignees, and the negotiations seemed to have been mainly protracted by attempts to adjust certain other conditions, also insisted on by the appellant, with reference to the carriage of the new company's traffic by lines on which wayleaves were payable to him. It is, moreover, a significant fact that in the course of the correspondence neither the respondents nor the new company ever suggested that the appellant had in point of fact accepted the latter company as his tenants. What they did assert was, that the lease was assignable by the respondents without his consent, an assertion which the appellant persistently disputed. In these circumstances it appears to me that the mere fact that rents were paid to the appellant by the new company is of no consequence. The receipts given for these payments contain no reference to the new company, and no entries or expressions from which his recognition of that company can be reasonably inferred.
The minute of agreement of 1877 stands in a different position from the lease of 1870 in this respect, that it does not contain an express exclusion of assignees. The respondents maintain that the contract of 1877 is in its own nature assignable to the effect of relieving them from its obligations, so far as these became or may become prestable after the date of the assignation. They also maintain that if they had not the power to assign, the appellant has nevertheless accepted the new company as his debtors in these obligations, and discharged them of all future liability. That argument rests upon the same evidence of implied consent which was relied on in the case of the lease of 1870, and must, in my opinion, be rejected for the reasons which I have already indicated.
The respondents maintain that the agreement of 1877 has reference to and is ancillary to the mineral lease of 1836, and other contracts which have been found to be validly assigned, and consequently that it is of the same quality as regards its assignability. I think that proposition would be well founded in law if the respondents were able to show that the agreement of 1877 merely added certain terms to these contracts, or effected some modification of the stipulations which they contain. The appellant, on the other hand, maintains that the minute of 1877 consists of a variety of stipulations which are either independent of the subject-matter of these contracts, or are such as (being connected with them) became prestable before they were assigned to the new company.
The minute of 1877 contains in all thirteen articles of contract, some of which must be separately considered, inasmuch as they refer to different matters. The first to the eleventh articles, both inclusive, appear to me to relate to the same subject-matter, viz., the deposit of slag from their blast furnaces by the respondent company upon certain specified portions of the land let to them under the agricultural lease of 1870. The first, second, and third articles define the extent of the privilege; the fourth and fifth prescribe the compensation in money which the company is to pay for the exercise of the privilege; and articles six to eleven relate to the mode of making the deposit, and to certain relative works necessary for maintaining accesses, protecting open watercourses, and so forth. It is a point in favour of the respondents' argument that the privilege, although it affects the land let to them by the lease of 1870, is not a privilege useful or available to an agricultural tenant, and that it does not terminate at Martinmas 1889, the ish of that lease, but is to endure “till the term of Martinmas 1894, or such earlier date as shall be the termination of the lease of the Monklands minerals, under which the second parties are now the tenants of the first party.” But it is admitted that none of the slag to which the privilege relates is produced upon land let by the appellant to the company, and it is shown by the receipts in process, and not disputed, that a very small percentage of the slag actually deposited in pursuance of the privilege was the product of minerals raised from the Monkland estate. It does not appear, and was not alleged by the respondents, that the mineral lease or any other of the contracts libelled gave them the right to erect blast furnaces and carry on the manufacture of pig iron upon the appellant's property, so that in reality the privilege was only available to those in right for the time being of the respondents' Calderbank works, with which the appellant had no connection whatever. In these circumstances, although the question does not appear to me to be free from difficulty, I am of opinion that these eleven articles are not in any proper sense ancillary to the contracts which the respondents had power to assign, and that the respondents, whether it be or be not in their power to communicate the privilege to the new company, cannot assign it to the effect of relieving themselves of the liabilities which they have undertaken to the appellant.
I do not think it necessary to determine whether the contract embodied in the twelfth article of the minute was assignable by the
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At the 15th of May 1881 these slag hills were to a large extent neither levelled nor covered with soil; and it does not appear to me to admit of doubt that the money payments stipulated in article 12 of the agreement of 1877 became at that date instantly due to the appellant. But in the course of the negotiations to which I have already alluded, the agents of the appellant, by letter dated the 11th of November 1882, agreed that he would not press the respondents for payment on condition of the new company proceeding to carry on the work of levelling and soiling continuously and satisfactorily, and completing it by Martinmas 1884 at the latest; and on the further condition that if the new company should fail to do so, all the obligations undertaken by the respondents with reference to pecuniary compensation “shall come into force in the same way as if the term of Martinmas 1884 had been substituted for Whitsunday 1881 in the agreements.” The new company apparently did something in the way of soiling and levelling; but they admittedly failed to complete this work by Martinmas 1884. It was pleaded at your Lordships' bar that the appellant thereby accepted the new company as his sole debtors in these obligations. The plea, in my opinion, involves no question of power to assign to the new company. The respondents must prove that the appellant consented to the delegation of his overdue debt to the new company; and the terms of the correspondence afford distinct evidence that he did not.
Whilst the present action depended before the Lord Ordinary the term of Martinmas 1884 had not yet arrived; and the appellant was not in a position to ask decree for the sums due to him under article 12, although the summons contains an appropriate conclusion, and the grounds of the claim (£1630) are set forth in the condescendence. The proof allowed by the Inner House interlocutor of the 30th of October 1884 was of the whole averments of parties; and on the 2d of December the appellant and the respondents both adduced evidence as to the extent of those portions of the slag hills which had not been levelled and soiled, in terms of the agreements, at Martinmas 1884. The appellant asked the Second Division to give him decree for £1630, or such other sum as their Lordships might fix, and he preferred the same claim on the hearing of this appeal. The Second Division refused to give him decree, on the ground, as explained by Lord Young, that no debt under the agreement had been averred or proved in this action. I should have thought the learned Judges were right in so refusing had I been able to concur in their opinion, which is thus expressed by Lord-Young:—“The agreement to pay £100 per acre for ground unrestored at a particular date is clearly a penalty under which no more than the actual damage can be recovered.” Upon that construction of the agreement the evidence does not afford data for assessing the amount due to the appellant. But the payments stipulated in the 12th article are, in my opinion, liquidated damages, and not penalties. When a single slump sum is made payable by way of compensation, on the occurrence of one or more or all of several events, some of which may occasion serious and others but trifling damage, the presumption is that the parties intended the sum to be penal, and subject to modification. The payments stipulated in article 12 are not of that character; they are made proportionate to the extent to which the respondent company may fail to implement their obligations, and they are to bear interest from the date of the failure. I can find neither principle nor authority for holding that payments so adjusted by the contracting parties with reference to the actual amount of damage ought to be regarded as penalties. I have examined the evidence on both sides with respect to the condition of the Peep-o'-day and Brownsburn slag hills at Martinmas 1884. The testimony given by Mr Ferrie and Mr Thompson on behalf of the respondents does not appear to me to impeach the accuracy of the measurements made by Mr Macrae and Mr M'Creath, the appellant's witnesses; and I think your Lordships may, without doing injustice to either party, fix the sum due by the respondents to the appellant,
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The 13th article of the minute of 1877 merely alters the consideration prestable by the respondent company in respect of a privilege of way-leave over the appellant's lauds of Broadlees. The respondent company assert that the privilege was conferred upon them as tenants by their mineral leases; and seeing that the appellant did not allege, and has not proved, anything to the contrary, I think it must be assumed that article 13 is simply a modification of one of the terms of the contract under which they worked the Monkland minerals, and that they had the right to assign it to the new company.
I am accordingly of opinion that the interlocutors of the Second Division appealed from ought to be reversed, except in so far as they recall the Lord Ordinary's interlocutor of the 22d of March 1884; that the appellant should have decree for payment of £1600, with interest from Martinmas 1884, and of declarator that the respondents are bound to fulfil all the liabilities undertaken to him by the respondent company under the lease of 1870 and the agreement of 1877, with the exception of the 13th article of that agreement; and that the respondents William Mackinnon and Nathaniel Spens are bound to set aside the surplus assets of the company, or so much thereof as may be necessary, in order to make due provision for these liabilities. I think the appellant ought to have the costs of this appeal and also the expenses incurred by him in the Court below, from the date of the interlocutor of the Second Division allowing a proof, and that the parties ought to bear their own expenses down to and including that date.
I cannot think that the learned Judges in the Court below were right in dismissing the action. If any liability to the appellant existed on the part of the respondent company, he was entitled to have provision made for it by the liquidators before the assets of the company were distributed among the shareholders. And I think he was entitled to have it determined in this action whether any such liability did or did not exist.
He had already made application to the liquidators to deal with his claim. This they declined to do, and they in effect invited him to take judicial proceedings in order to obtain an adjudication upon it. The present action was accordingly brought. And I am of opinion that it was not only competent for the Court to determine in this action the rights of the parties, but that they were bound to do so.
There are only two other points upon which I think it necessary to add anything.
It was contended that even if the agricultural lease was not as of right assignable, the appellant had, by permitting possession to be taken by the assignees without objection on his part, accepted the assignees as his obligors. I do not think this contention is sound. Whether assignees have been accepted by the landlord in the place of the assignors must, as it seems to me, be determined as a question of fact upon a review of all the circumstances. The fact that possession has been given to the assignees with the knowledge of the landlord and without objection on his part, is no doubt an important element, but it is not the only element to be taken into consideration. In certain circumstances it might be conclusive. But where the facts show beyond question that the landlord did not intend to accept the assignees in lieu of their assignors, and so far from leading them to the belief that he did so intend, intimated the contrary intention, I cannot think that the mere absence of objection to the possession of the assignees is conclusive that the landlord has accepted them and discharged the assignors. In support of the respondents' contention the cases of Dobie v. Marquis of Lothian and Duke of Portland v. Baird [cited supra] were referred to. But no such point arose for decision in either of those cases. And I do not think the dicta of the learned Judges, which must be read in relation to the matters then before them, can have been intended to bear the construction insisted on by the respondents' counsel at your Lordships' bar.
The other point to which I desire to advert is the question whether the provision in the agreement of 1877, that the respondent company should pay to the appellant £100 per imperial acre for all land covered with slag and not levelled and soiled within the specified period, was in the nature of a penalty only or was an agreed assessment of damages.
The agreement does not provide for the payment of a lump sum upon the non-performance of any one of many obligations differing in importance. It has reference to a single obligation, and the sum to be paid bears a strict proportion to the extent to which that obligation is left unfulfilled. There is nothing whatever to show that the compensation is extravagant in relation to the damage sustained. And provision is made that the payment is to bear interest from the date when the obligation is unfulfilled. I know of no authority for holding that a payment agreed to be made under such conditions as these is to be regarded as a penalty only; and I see no sound reason or principle or even convenience for so holding. With deference, therefore, to the learned Judges in the Court below, I entertain a clear opinion that the appellant is entitled to insist that he has an existing pecuniary claim against the respondent company of £100 an acre to the extent to which their obligation to level and soil remains unfulfilled. And I agree with my noble and learned friend that this may properly be fixed at £1600. I also concur in the form of the judgment proposed.
I desire, however, to observe on the proposition of Lord Young, that “the agreement contained
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In the first instance the pursuer is, in case of a breach, entitled to recover the estimated sum as pactional damages irrespective of the actual loss sustained. In the other, the penalty is to cover all the damages actually sustained, but it does not estimate them, and the amount of loss (not, however, exceeding the penalty) is to be ascertained in the ordinary way. In determining the character of these stipulations we endeavour to ascertain what the parties must reasonably be presumed to have intended, having regard to the subject-matter, and certain rules have been laid down as judicial aids. Thus, in Astley v. Weldon, 2 Bos. and Pol. 35, Mr Justice Heath said—“Where articles of agreement contain covenants for the performance of several things, and then one large sum is stated at the end to be paid upon breach of performance, that must be considered as a penalty. But where it is agreed that if a party do “or (I may add) omit to do “a particular thing such a sum shall be paid by him, there the sum stated may be treated as liquidated damages.” Lord Eldon took part in the judgment in Astley v. Weldon, which has always been considered so far to state the rule correctly.
There is an Irish case particularly applicable to the case before us— Huband v. Grattan, Alcock & Napier, 389. In that case there was a covenant by the grantee with his grantor (who was also the owner of adjoining lands) that he would prostrate and remove a lime-kiln before a certain day, and if not prostrated and removed before that day then the grantee should pay to the plaintiff the sum of £100 for each year during which the lime-kiln should remain, or a rateable sum for a shorter period. The action was for a breach in not removing the lime-kiln. Held to be liquidated and ascertained damages, and not a penalty.
In Rolfe v. Peterson (1772), 2 Bro. P.C. 436, no reasons are given, but there Lord Camden's decision was reversed. It was a covenant by a lessee not to plough up ancient pasture, and if he does to pay an additional yearly rent of £5 an acre. Breach, ploughing up ten acres. Held that it was not to be considered as a penalty, but as liquidated satisfaction fixed and agreed upon by the parties, notwithstanding that it was alleged “that the penalty of £5 per acre reserved during the remainder of the term for once ploughing amounted to more than thirty times the value of the inheritance of the ten acres before they were put into a state of cultivation by the respondents;” and although the parties use the words “liquidated damages” or “penalty,” though such words are not to be disregarded they are by no means conclusive. Thus, in Betts v. Burch, 4 H. & N. at p. 511, Bramwell, B., correctly lays it down—“For if the whole agreement is such that the Court can see the sum is a penal sum, it must be so treated; on the other hand, if it is not a penal sum, it would be incorrect to treat it as a penalty merely because the parties have so called it in the agreement.” And so in Kemble v. Farren, 6 Bingham, at p. 148, where the sum of £1000, the subject of the action, was declared by the agreement to be liquidated damages, and not a penalty or in the nature thereof, it was held to be a penalty; but Tindal, C.J., in the course of his judgment observes—“We see nothing illegal or unreasonable in the parties, by their mutual agreement, settling the amount of damages, uncertain in their nature, at any sum they may agree.”
There would be some difficulty in criticising some of the English decisions, and it would not be very profitable. Bramwell, L.J., in Newman's Case, 4 Ch. D. at p. 734, says—“It seems to me, as I said in Betts v. Burch, that by some good fortune the Courts have, in the majority of cases, gone right without knowing why they did so.” There could be no more competent judge. I leave it in his hands.
I am clearly of opinion, with my noble and learned friend, that the sum of £100 per imperial acre for all ground not restored, though described in one part of the 12th article as “the penalty therein stipulated,” is not a penalty, and represents stipulated or estimated damages. It is satisfactory also to be able to make out from the uncontroverted evidence that the sum is not exorbitant or unreasonable.
Interlocutor of the Second Division of the Court of Session, dated the 27th of May 1885, except in so far as it recalls the Lord Ordinary's interlocutor of the 22d of March 1884, and also the interlocutor of the said Division, dated the 20th of June 1885, reversed. Declared that the appellant ought to have decree in his favour, decerning and ordaining the respondents to make payment to him of the principal sum of £1600 sterling, with interest thereon at the rate of 5 per cent. per annum from the term of Martinmas 1884, until payment; and to have decree finding and declaring that the respondents, the Monkland Iron and Coal Company, Limited, were, at the time of their going into voluntary liquidation, and still are, bound to implement and fulfil to the appellant the whole obligations and liabilities undertaken by the lessees in the lease or minute of agreement libelled, dated the 4th, 9th, and 14th of November 1870, and also the whole obligations and liabilities undertaken by them in the minute of agreement libelled, dated the 1st of August and 13th of December 1877, excepting only such obligations and liabilities as are contained in the 13th article of the said minute; and also that the respondents William Mackinnon and Nathaniel Spens, as liquidators of the said Monkland Iron and Coal Company, Limited, are bound to make due provision for implementing and fulfilling the foresaid obligations and liabilities, and for that purpose to set aside the surplus assets of the company remaining in their hands at the time when this action was raised, or so much thereof as may be necessary for implementing and fulfilling said obligations and liabilities; and also that the appellant ought to have decree against the respondents for the expenses of process incurred by him in the Court of Session, after the 30th of October 1884; that subject to these declarations, the cause be remitted to the Second Division of the Court of Session; and that the respondents do pay to the appellant his costs of this appeal.
Counsel for Pursuer (Appellant)—Sol.-Gen. Asher, Q.C.— Dundas. Agents— W. A. Loch, for Dundas & Wilson, C. S.
Counsel for Defenders (Respondents)—Lord Adv. Balfour, Q.C.— Ure. Agents— Grahames, Currey, & Spens, for Mackenzie, Innes, & Logan, W.S.