Re Lyttelton Times' Shares.

Press, Volume L, Issue 8478, 9 May 1893, Page 3

Re Lyttelton Times' Shares.

I have the honour to report to you the results of the investigation which you instructed mc to make into the circumstances attending the alteration of the Articles of Association of the Lyttelton Time* Company, Limited, and with the dealings of the bankrupt in connection with the shares held by Harper and Co. and himself in that Company. On the death of the late Hon. W. Reeves, -which took place on the 4th April, 1891, the bankrupt, Mr Maude, was lef c bole surviving Director of the Company. The capital of the Company consisted of 4500 shares of £10 each, of which £9 per share had been paid up, and the proprietors of the Company were practically— Shares Harper and Co., registered in the name of their mortgagee (Mr Kimbell) -~ •» 2120 TW. Maude ... ... — 677 MrßMattde'strost(H.S.acdH.Brown) 94 The executor of the late W. J. W. Hamilton (T. W. Maude) — 1476 4367 ,Small shareholders •« — 155 4500 j Subatantially, therefore, the property belonged to Harper and Co., the Hamilton Trust and the bankrupt, Mr T. W. Maude. Immediately after Mr Reeves' death, Mr Maude entered into negotiations with Mr Malet, which resulted in the latter gentleman joining the Company. The whole of Mr Maude's shares were transferred to him on the 20th April, 1892, without consideration, and for the purpose of qualifying him as a Director. Mr Malet never bad any substantial pecuniary interest in the Company beyond the receipt of his salary as Managing Director and apart from his option to purchase 100* of Mr Maude's shares conferred on him in May, 1892, he held the 677 shares registered in his name simply as Mr Maude's nominee, liable at any moment to be compelled to retransfer the same if Mr Maude bo desired. Mr Kimbell, as mortgagee of Harper and Co. was registered in respect of their shares, but'h'e appears to have taken no part in the business of the Company fceyond being present at at least two, or possibly more, of the shareholders' meetings. While Mr Malet was negotiating with Mr Maude it was suggested that certain alterations in the Articles of Associationshould be effected. No other persons, according to Mr Malet, took part in these negotiations. Both he and Mr Maude considered the alterations necessary, although neither v sur* who fi rat suggested the idea, and it is beyond dispute that they acted in concert in initiating tfte alterations and getting them finalfy «cepted and naased by the Company at meetings held in Jane, 1891.

Among the most important alterations thus effected were the following:— 1. Forfeiture of Shares —The_ original Articles of Association contained no power of forfeiture of shares for non-payment of calls. If any shareholder failed to pay a call at the due date the only penalty which he incurred was liability to pay interest at the rate of £12£ per cent, per annum on the amount of his call until payment. Payment of the call and interest being enforceable by action in the usual way. By the amended articles, however, sections 19 and following, ample powers of forfeiture for non-payment or calls were conferred upon the directors, and it was further provided that any shareholder whose shares had been forfeited should still remain liable for all overdue calls, interest, and expenses. Now, having regard to the fact that at this time nine-tent ha of the capital had been paid up, it is difficult to see the reason for such a drastic innovation, or the justice of forfeiting a share on which £9 had been paid -up in respect of a liability which could not possibly exceed £1. No reason was given in their evidence by either Mr Maude or Mr Malet for this innovation.

The only instance of any attempt to exercise this power occurred in January, 1893, when Harper and Co.'s mortgagee was threatened with forfeiture after £9 15s per share had been paid. up in respect of the non-payment of the final instalment of 5s per share. 2. Restriction on Transfer. — By the original articles the right .of any shareholder to dispose of bis interest in the Company was unfettered (subject to the consent of all the directors).

Having regard to considering the nature of the Company this provision was not unreasonable, and at all Events it would be sufficient to protect the Company from the intrusion of undesirable members, although in the case of the bankruptcy of a shareholder it might not prove an effectual bar to the dispersion of his shares among the highest bidders. By the amended articles, however (sec. 30 to 38), it is provided that no share shall be transferred to any person who is not a shareholder so long as any shareholder is willing'to purchase the same at a " fair value."

The " fair value" is to be ascertained by the auditor's certificate. The auditor is chosen by the Directors, his remuneration is fixed by them, and he is liable to dismissal by them at any time. By these provisions it is obvious that any ordinary shareholder desirous of disposing of his share interest in the Company is practically at the mercy of a servant of the Directors, in whose selection, remuneration, or dismissal he, the shareholder, has had no voice. Nothing is prescribed as to the materials from which the auditor is to arrive at his estimate of a fair value. It is further provided that no transfer of any share shall be allowed unless the previous consent in writing of each Director has been obtained, and absolute power to the Directors to refuse any transfer is retained. 3. Voting Power.—Under the original articles of association each share carried the right to one votfe, provided that no individual shareholder should exercise more than four-tenths otjjhe whole voting power of the Gompany|p By section 73 of the amended articles it is provided that no shareholder should: have the right to more than 500 votes. The effect of this clause is important as reducing Harper and Co.'s voting power from 1800 votes to 500. It is also important to bear this alteration in mind in consider ing the division of the Hamilton trust shares effected? Jjy Mr Maude while the revision of the articles was being considered by himself and Mr Malet. 4. Qualification of Directors—The qualification of a Director was lowered from 400 shares to 100 shares, the exact number which, by subsequent agreement with Mr Maude, Mr Malet held an option to purchase. 5. Election of Directors—By the original Articles of Association the Directors of the Company were to be not less tha*n three or more than four in number, but the Company might -in gejteraiSj'meeting increase or diminish the number and determine their rotation. •■■ ~.,,-, The amended arltfejea increased the maxir mum number of Directors to five, and provided that, unless determined by extraordinary resolution of the Company, the following persons should continue in office— F. de C. Malet T. W. Maude R. M. Hamilton Thomas Maude These four gentlemen -were thus constituted perpetual Directors; at least, they could only be disturbed by a majority of not less than three-fourths of the members present at an extraordinary meeting, a contingency not very probable, seeing that the Directors, although holding a minority of the shares, were, under the amended constitution, able to out-vote Harper and Co. and the rest of the Company combined in the proportion of about three to one. The ultimate owners of Harper and Co.'s shares were thus completely debarred from ever exercising any power or coatrol over the affairs or management of the Company.

It appears that written instructions for the alterations were first given by Mr Maude to Mr G. Harris, who was managing clerk of the conveyancing department in the firm ot Harper and Co. on the 20th April, 1891. These instructions, however, contained no reference to the important clauses inrestriction of transfer, which were subsequently inaerted after the draft had been printed by order of- Mr Malet and Mr Maude, without Mr Harris's attention having been called to them.

Before the final proof was in the hands oE the printer, howeter, Mr Harris, in conjunction with Mr Malet's solicitor, read through a proof of the articles in which the restrictive clauses referred to had been inserted. Mr Harris had therefore an opportunity of perusing the clauses which tended so materially to prejudice the interest of Harper and Co. and their mortgagees. Mr Harris, however, did not, in a hurried perusal of the final proof, notice the effect of what had been done, and the articles were printed without objection. Any objection which Mr Harris might have raised it would have been referred to Mr Maude, who was head of the conveyancing department in Harper and Co.'s office.

Mr George Harper was aware that alterations were being "made, but he was not aware of the nature or effect of the alterations until long afterwards. He states "It was about May, 1892, that I first looked into the new articles and noticed the difficulty of obtaining a transfer. It was after a comparison with the old articles that I found the change had been made. Having regard to my position in reference to Tripp and Acland's shares I disapproved of the alterations. I was not aware of the forfeiture clauses until after Mr Maude's bankruptcy." Mr Leonard Harper does not seem to have been consulted at all about the articles, and the final signature and passing of the articles by the shareholders and the registration appears' to have been carried out under the supervision of Mr Malet's solicitor; at all event*, Mr Harris had nothing more to do with the matter. It was unfortunate that Mr G. Harper was suffered to remain in ignorance of what was taking place, but no blame can be attached on chat account to anyone but his own partner, Mr Maude. . It is quite correct, as Mr Malet states in his declaration, that practically all the registered shareholders were present at the meetings at which the amended articles were finally passed, but it must be remembered that Mr Kimbell waa merely a mortgagee, and according to Mr Malet he took no active part in the alteration of the articles. He seems to have trusted implicitly in Mr Maude, and to have acquiesced without a murmur in passing resolutions which reduced himself to a nonentity in the Company and prevented the ultimate owners of the shares, then standing in his name, from ever exercising any real influence in its future management. Mr Kimbell had no permanent interest in the Company. He . held some collateral securities for the advance he had made and his confidence in bis position was justified by the fact that bis attorney, Mr Maude, realised for him on the shares without losa. It is impossible to suppose that Mr KimbeU understood the effect of the new Articles, co far as Harper's ahare3 were concerned. The Hamilton Trust shares were fnlly represented at the meetings. Mr Maude t«Ue as that he was left sole executor of the

said W. J. W. Hamilton, deceased. As such sole executor, he was of coarse the proper person to be registered in respect of the whole of the testator's shares, but while he and Mr Malet had the revision of the Articles under consideration, Mr Maude handed over 401 of the trust shares to Mr Richard Malone Hamilton, 405 to his eon Mr Thomas Maude, and 671 shares were retained by Mr Maude in his own name. By this exceedingly simple process the shares of the Hamilton Trust, 1476 in number, assumed a voting power under the amended constitution of considerably more than double that possessed by the holders of Harper and Co.'s 2120 shares. It was of course a technical breach of trust on Mr Maude's part to deal in this way with the Hamilton shares. It does not appear whether or not the beneficiaries were parties to the manipulation of their property, but, as in conjunction with Mr Maude's shares, the result made their solicitor and themselves practically masters of the situation, it is not surprising that they took no steps to interfere. I have next to deal with the knowledge of the parties of the insolvent state of Harper and Co.—a very important branch of the investigation, although the evidence is remarkably short.

Mr Malet in the statutory declaration which forms part of his evidence before the Official Assignee denies the fact that at the time the alterations above referred to were made he was aware of the fact that Harper and Co. were admittedly insolvent. On this point the only evidence yet taken is that of Mr Maude and Mr Malet themselves. Mr Maude, on examination, had his attention called to the scheduled statement of losses of Harper and Co. He admitted that the bulk of the accounts on which the losses were made were on the books prior to April, 1891, He went on to say, "I told the late Mr Reeves that Harper and Co. were in financial difficulties. I don'o think I told Mr Malet whao I thought of Harper and Co.'s position until after Mr Reeves' death. ... I cannot say when I first told Mr Malet, but I might have done so before I went to England. I think Mr Malet did advise mc to leave Harper and Co. He said, * Well, you had better get out of it. . This was after Mr Reeves' death, but before I left for England." Mr Malet says, "I had conversations with Mr Maude before he left for England, but as he was in a delicate state of health and was threatened with an action by the Bank of New Zealand I practically advised him to get clear of business worries." "If Mr Maude says I advised him to get out of Harper and Co., I am not prepared to say I did not. lam not prepared to say that Mr Maude did not, before he left for England, tell mc that Harper and Co. were in financial difficulties. Harper and Co.'s financial difficulties were commonly talked of amongst business men. I with others had heard of them." Now having regard to the fact that these two gentlemen were practically standing upon their defence when giving their evidence there can be no doubt from their own statements that M l, Maude frankly admitted that his firm was insolvent, and that Mr Malet urged him to seek a dissolution of partnership on that ground. Both of course repudiate the suggestion that their conduct waa in any way influenced by the probable bankruptcy of Harper and Co. Mr Malet says, "The reasons for the alteration in the articles were to obviate difficulties that had arisen in the past Troin the undue preponderance of an individual shareholder. I cannot recall any other reasons." Mr Malet, in answer to Mr Bruges, said there were- other reasons, but he did not state what those other reasons were. In considering the reason thus given byMr Malet, which could only apply to the ,-alterat.ion of voting power, it is worth noting the effect ot the new arrangement taken in conjunction with the division of the Hamilton trust shares. Prior to the alteration the holder of Harper and Co.'s shares had two-fifths of the entire voting power of the Company. Under the new arrangement, however, the votes were thus distributed :— Shares. Votes. Hamilton Trust ... 1476 1305 Harper and Co. (Kimbell) 2120 500 F. de C. Malet ... 677 500 Mrs Maude's Trustees... 94 94 Small shareholders ... 133 133 4500 2532 The Hamilton Trust, although not holding quite one-third of the capital of the' Company, thus acquired the power to outvote by a substantial majority the whole! of the other shareholders. It is also interesting, in view of Mr Malet's objection to the undue preponderance of an individual shareholder in the Company, to note the terms of his engagement as Managing Director. By * deed dated the 7th day of May, 1892, the entire functions of the Board of Directors were vested in Mr Malet himself for five years from 31sc March, 1892, at a remuneration of £300 for the first year, £400 for the second year, and £500 for the remainder of the term.

Mr Malet does not explain this apparent inconsistency between his opinions and his actions, but due consideration must of course be given to the peculiarity of his position as Chairman and Managing Director in a Limited Company in which he had not a single penny invested. At all events, he had sufficient self-confidence to undertake to exercise far greater powers than he thought could safely be entrusted to any bona fide shareholder possessing a large share in the Company. I am, of course, confining myself to tacts, and do not wish to be understood as : attributing good or bad motives to anyone, but it is obvious if the question of intention ehould become material more regard would be paid by any legal tribunal to the acts of the parties concerned the knowledge they possessed of the insolvent position of Harper and Co., and the effect of their admitted actions than to any protestations of purity of motive.

Solvent persons may of course legally bind themselves by any most fantastic or absurd contract, but it is quite clear that at the time of the reconatitution of the Times Company the majority of the shares in the Lyttelton Times Company were the property of Harper and Co.'a creditors, and no jersons who knew the real position of affairs of the insolvent state of the firm, were at liberty to deal with the shares in such a way as to depreciate their value or prevent the official dealing with them to advantage. - Undoubtedly the clauses in restriction of transfer have, had that effect. Even suppose the Company is now willing to admit purchasers from the Official Assignee, the fact that theae purchasers themselves could practically neither sell nor mortgage such shares must tend greatly to diminish their value.

The difficulty hue already arisen over the application by Messrs Acland and Tripp as mortgagees of the 2120 shares held by Harper and Co. They paid off Mr Kirn* bell's mortgage to his attorney, Mr Maude, Mr KimbeU being absent in England. They then took a transfer executed in Mr Kimbell'a name by Mr Maude himself, and presented their transfer for registration. At a meeting of the Directors, at which Mr T. W. Maude, Mr Thomas Maude and Mr Malet only were present, Mr Malefc being in the chair, ie was unanimously resolved to refuse to admit the transfer. Mr Malet had a conversation with Mr Howard Tripp relative to the proposed payment of Mr Kimbeirs mortgage by Messrs Acland and Tripp, but neither he nor Mr Maude told Mr Tripp that they would refuse to register the transfer, lv is obvious, therefore, that the Directors of the Company intended to exercise their fall powers so far as Harper and Co.'a shares were concerned. With regard to the mortgage by Mr Maude of hia shares to Mrs Maude's trustees, the settlement on Mrs Maude, dated Ist November, 1889, was produced, and the sources of the settled property were satisfactorily traced,and there isno suggestion that Mra Maude's Trustees became possessed of any funds not properly accruing to Mrs Maude in her own right. The Trustees held the funds and property under this settlement at the absolute disposal of Mra Maude., and it is therefore nofc earprising to find that the Trustees left the management of the trust entirely to Mr Maude and his son. Upon Mr Maude's bankruptcy the Trustees put in a claim on Mr Maude's shares, as mortgagees of the shares, for an amount, including interest to the let of April last, of £51407 6e lOd. The mortgage was dated the 18th day

of August, 1892, and the advances, which were all made by cheque, were aa under:— £ c. d. 1892—August 20 ... 192 15 0 September 3 .- 292 7 5 September 14 ... 192 15 0 Novembers ... 125 0 0 192 15 0 1893—January 19 ... 192 15 0 February 7 ... 150 0 0 The four cheques for £192 15a. each were applied to the payment of calls on the 677 Bhares in the iflirfd the property , of the satd T. W. Maude, ana also to the payment of calls on 94 sharea belonging to Mrs Maude, registered in the names of her trustees, £94 of the said alleged advances being thus immediately paid over for tho Bole benefit of Mrs Maude. The cheque for £292 7a 5d was devoted to the payment of an incumbrance affecting a life policy of considerable value, which Mr Maude claims to be protected from the operation of the Bankruptcy law. An attempt was thus made to charge this amount which was advanced for the benefit of Mr Maude aud his family upon asset* available for distribution among his creditors. The cheque for £125 was used by Mr Maude for various necessary purposes. The advance of £150 was sent by Mr Maude to two members of his family in England. The cheques for the above advances wero all signed by the Trustees on the application, and at the request of, Mr Maude and his son, and with knowledge of the purposes for which the same were intended to be applied. After ascertaining these facts, and conference with the supervisors, although doubts existed as to the validity of tho mortgage as a whole, upon various grounds, it was resolved to admit the claim of the Trustees after deductiug the items which we considered were clearly in contravention of the bankrupfcey law, and for which no equivalent wae received by the estate. I was, therefore, authorised to pay over to the truetees the sum of £840 15s Id upon the mortgage being released and a transfer of tre shares executed by Mr Malet released from an option to purchase 100 of the shares which that gentleman claimed under an agreement with Mr Maude, dated 7th May, 1892. Mr Malet at first declined to fall in with this arrangement or to purchase the shares at the price mentioned, in his option, viz., £315s 6d per share. Instructions were then given to commence an action against Mr Maiet to compel the transfer and a release of his option upon what we considered to be very substantial grounds. The warrant to sue was signed and the atatemenb of claim prepared. However, it did not becoQie necessary to actually issue the writ, as Mr Malet abandoned his position. The sum agreed upon was paid over to Mrs Maude's trustees, the option to purchase was released by deed, and the transfer to yourself signed by Mr Malet was handed over. • ' > It is hardly likely that the Company will raise any serious obstacle to your being registered, but it is anticipated that difficulties will arise on the attempt to register persons buying the shares from you by auction or public tender, in accordance with the Bankruptcy Act. The investigation and the proceedings which it was necessary to take in the Supreme Court to compel the production of the books and balance-shoots of the Company have entailed some expense upon the estate, but seeing that an asset of £567 has been recovered in respect of the mortgage held by Mrs Maude's trustees, that Mr Malet's option to purchase has been abandoned, that the means have been obtained of enabling you to form an accurate estimate of the value of the shares in question, and the material facts attending the alteration of the articles fully: ascertained, it cannot be doubted that the' enquiry was necessary and amply justified? by "the results.—l am, &6., F. Wilping. The Official Assignee said he hoped that every point had been brought out to their satisfaction. If anything farther was required to be known, he had no doubt that Mr Wilding would supply it. The Hon. E. C. J. Stevens asked if the meeting waa to be informed aa to what progress had been made since the last meeting in respect of the arrangements for the collection of the assets. Did the Official Assignee propose to inform the meeting 1 ! The Official Assignee said that he pro- j posed to do bo. ■ He would ask if anyone had any objection to the report—which had just been read—being printed. Mr Wilding said he had not, and Mr Malet's declaration had been published. The Official Assignee replied that its publication would then, follow as a matter of course. : He desired to mention, as the matter applied to the whole of the estates, that sineb 'Mβ olait meeting satisfactory arrangements faad Been made to collect the law costs due to the firm, and those arrangements were now in full operation. The books of the various accounts had been made up, and the accounts would be collected without loss of time. Mr Ollivior had also, at the request of many of the creditors and with the approbation of the supervisors, been requested to make a thorough examination into everything connected with the dealings of the late firm, and a good deal had already been done. He did not think, for obvious reasons, that he should go into details as to what had been done. Two small rooms occupied by the late firm had been engaged to carry on these investigations ; but it might be weeks, and probably mouths, before he could give them any definite information. The question of the realisation of the furniture, &c., was postponed till the next meeting, which was the present. In default of any resolution he should take it that the realisation should go on through him. Mr Charles Clark said that as a private creditor he would like to see the debtor's furniture handed to him. The Official Assignee said that every creditor having a claim upon the firm was, aa he was advised, entitled to vote on Una matter though they might not really have any pecuniary, interest in the matter. Unless, therefore, there was a majority of all the creditors interested favourable to the motion it was little use moving it. Mr Charles Clark moved—-"That Mr Maude be allowed to retain the whole of his furniture." He would do this, leaving it to the other creditors to cay whether they would support it or not. If no gentleman would second; the motion he would withdraw it. The motion- was then withdrawn. Mr Wynn-Williams asked whether the matter could not be deferred until instructions were received from the English creditors. Those representing English creditors were in the position now of being unable either to vote for or against it. Under these circumstances he would far rather see the matter of the realisation deferred. He would move-?-" That the question of realisation of the furniture be postponed until instructions are received from English creditors." Mr Greenwood said that he thought it would be as well if postponement of the realisation were fixed at some definite date. Would it. not be better to put off the resolution for postponement until the next meeting of creditors ? Rev. Mr Jeffcoate seconded the motion of Mr Wynn Williams. Mr Cowlishaw asked whether they would be enabled to wait until they had received instructions from their clients. Mr Izard said the question could be again adjourned at the next meeting. i In answer to a question by Mr Cowlisbaw, Mr Stringer said that to hand over to the debtor furniture valued beyond £50 a special resolution would have to be paesed. This resolution would have to be passed at one meeting and confirmed at a aubsequent one, the nature of the business at which hod to be stated. ■ Mr Cowlishaw said that Mr WynnWilliama' resolution should define the time ! at which the matter should agaiu come up. Mr Wynn-Williams was prepared to postpone the matter until the Bth July. The Hon. E. W. Parker suggested four '•months:'-'-'■-■-"•- : -'■-■-■•.•---•.. • . . , Mjr Wynn - iViHiams understood that eirtag?-$U* writ fen tractions. Mr Cowliahaw said thai he had not. Mr Wynn-Wiiiliama answered that he would make the time the Bth September, which would be four months. Mr Wilding said it appeared to him that a great deal of discretion had to be exer- ; cissd in this matter. He felt that it would be a cruel kindness to give effect to eucb ft resolution. They were already well informed enough of the etate of fttfkin to be

in a position to say whether or not this wall a case in which they should exerciso such power. They were in a position to cay if the furniture should bo realised hi Mr Maude's estate and Mr George Harper's, as they had done in Mr Leonard Harpor's. Mr Izard thought a middle course might be taken by telling the property privately. Mr Greenwood—That I cannot do under the Act.

Mr Izard—Well, then, you ought to do«o by tender, retaining the money so realised until the creditors decided what to do. .Mr Greenwood — Will you move an amendment, Mr Izard ? Mr Izard—Well, I have hardly considered the matter.

Mr Wilding said thai Mr Greenwood having the money in hand the creditor! could at any time deal with it. Mr Clark pointed out that it would bo a very serious thing to denude tho house of furniture. Hon. E. C. J. Stevens asked whether they were now dealing only with the estate. Mr Greenwood replied that this was tho case. Hon. E. C. J. Stevens said it woe most inconvenient dealing with these estates in a piecemeal manner. He thought they ought to know whether tho estates would be consolidated before they went on. Ho would point out that the voting might turn out to be irregular. Mr Greenwood said that aa advised he should rule that all creditors had tho right to vote. Hon. E. C. J. Stevens said that it did not appear to him that it was at all satinfactory to deal with the matter of the fur« niture in this eatato alono. The estates should be dealt with as a whole, or they might find themselves having the burleaquo of a different decision in each. The Official Assignee said, in reply to Mr Wynn-Williama, that with the consent of the supervisor* the matter of the disposal of the Ham furniture had been left in abeyance until they received information with regard to the furnituro claimed by Mrs L. Harper as her own property. He, therefore, diet not go on with tho realisation of tho furnituro until information was received from England as to the claims of Mrs Harper. At present the furniture was left in the hand* of Mr Arthur Harper. Mr Stringer said that in respect of the Hon. E. C. {Stevens' remarks, couiolidntion would not alFect the question. It would nob mean that tho estates would form one common fund. Tho separate estates of each creditor would have to be dealt with separately, notwithstanding the consolidation. The Official Aseignco—lf a resolution it Jronoßod dealing with such and such estate, have no objection to put it. If Mr Stevens will propose— The Hon. E. U. J. Stevens—l don't wiih to propose anything. The Hon. 13. W. Parker said ho wa« much of Mr Wilding's opinion that it would be a cruel kindness to refer the matter Home. From the tono of the letters he had received from his principals, tho answer he would receive would oe beyond doubt, when Wte accounts went Home, and the whole matter became placed before the oreditore there, he felt certain would be that there wa9 no reason why the furniture should be given back. Ik would be only postponing the evil day. Whether it was desirable to do that or not was a matter ot opinion. ' The Official Assignee—No one wishing to move on amendment, I will put tho reao* lution.

The motion was put, and the' Official Assignee declared it lost on the voices. Hβ asked if the oreditors desired to' have their votes recorded.' Mr Wynn Williams said that he thought) it would be better to withdraw tho motion, and Mr Jeffooat was of his opinion. The Official Assignee—Very 'well ; then the motion is withdrawn. With regard to the separate estate, I don't think there i> anything further to be eaid. The meeting then adjourned.