Re Lyttelton Times' Shares.

Press, Volume L, Issue 8483, 15 May 1893, Page 2

Re Lyttelton Times' Shares.

I have the honour to report to you the results of the investigation whioh yon instructed mc to make into the circumstances attending the alteration of the Articles of Association of the Lyttelton Times 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 left sole 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 T. W. Maude 677 Mrs Maude's trust(H. S. and H. Brown) 94 The executor of the late W. J. W. Hamilton (T. W. Maude) ._. 1476 4367 Small shareholders __ _. 133 4500 Substantially, 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 had any substantial pecuniary interest in the Company beyond the receipt of his salary as Managing Director, and apart from his option, to p_r___n

IfJOof Mr Maude's shares conferred on him i" 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 so desired. Mr Kimbell, as mortgagee of Harper and Co., was registered in respect of their shares, but he appears to have taken no part in the business of the Company beyond being present at at least two» or possibly more, of the shareholders' meetings. While Mr Malefc was negotiating with Mr Mande it was suggested that certain alterations in the Articles of Association should 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 is sure who first suggested the idea, and it is beyond dispute that they acted in concert in initiating tne alterations and getting them finally accepted and passed by the Company at meetings held in June, 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 £l2i 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 of 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-tenths 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 jper 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 f 4 of any shareholder to dispose of his 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 vote, provided that no individual shareholder should exercise more than four-tenths of the whole voting power of the Company. By section 73 -of the amended articles it is provided that no shareholder should have the right io more than 500 votes.

The effect of thia 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 considering the division of the Hamilton trust shares effected by 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 than three or more than four in number, but the Company might in general meeting increase or diminish the number and determine their rotation. The amended articles increased the maximum 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 B. M. Hamilton Thomas Maude These four gentlemen were thus constiDirectors; 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 tbe 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 control 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, 189 L These, instructions, however, contained no reference to the important clauses hi restriction of transfer, which were subsequently inserted after the draft had been printed by order of Mr Malet and Mr Maude, without j Harris's attention having been called to tionwith Mr Malet'- th_S_h I a proof of the articles in which tnt \^J^T tive clauses referred to had been inserC-t-. ;Mr Harris had therefore an opportunity of perusing the clauses which tended so materially to prejudice the interest of Harper and I Co. and their mortgagees. Mr Harris, how* ; ever, 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 con- | vpyancing department in Harper and Co.'s office.

Mr George Harper was aware that -Iterations were being made, but he was not aware of the nature or effect of the alter* ations 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 ana 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 regis-' tration appears to have'been carried out under the supervision of Mr Malet's solicitor; at all events, 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 j that account to anyone but his own partner, Mr Maude.

It iB quite correct, as Mr Malet states in his declaration, that practically all the registered shareholders were present at tbe meetings at which the amended articles were finally passed, bnt it must be remembered that Mr Kimbell was merely a mortgagee!

and according to Mr Malet he took no active part in the alteration of the article** He seems to haves rusted 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 iufluencein its future management. Mr Kimbell had no permanent interest in tho Company. He hold some collateral securities for the advance he had made and his confidence in his position was justified by the fact that his attorney, Mr Maude, realised for him on the shares without loss. It is impossible to suppose that Mr Kimboll understood the effect of the new Articles, so far as Harper's shares were concerned. The Hamilton Trust shares were fully represented at the meetings. Mr Maude tells us that he was left sole executor of the said W. J. W. Hamilton, deceased. Ab such sole executor, he was of course tho proper person to be registered in respect of the whole of the testator's shares, but while he aud Mr Malet had the rovision of the Articles under consideration, Mr Maude handed over 401 of the trust shares to Mr Richard Maione Hamilton, 405 to his son Mr Thomas Maude, aud 671 shares were retained by Mr Maude in his own name. By this exceedingly simple process tho 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 resnlt 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 tbe 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 Reevea that Harper and Co. were in financial difficulties. I don't think I told Mr Maleb whac 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' deatb, 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 preparecTto 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 donbt from their own statements that M' Mande 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 was 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 from 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 tne reason thus given by Mr Malet, which could only apply to the alteration 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.'a shares had two-fifth 3of 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 a deed dated the 7th day of May, 1892, the entire functions of tbe Board of Directors were vested in Mr Malet himself for five years from 31st 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 facts, and do not wish to be understood as attributing good or bad motives to anyone, but it is obvious if the question of intention should become material more regard would be paid by any legal tribunal to the acts of "•*•«» parties concerned the knowledge they 0 | fa e insolvent position of Harper and Co. *__ the effect of their admitted actions than tq any protestations of purity of motive. . * Solvent persons may off bind themselves by any most fantastic 0i Absurd contract, but it is quite dear that at _,_ time of the reconstitatioa 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 persons 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 these purchasers themselves could practically neither sell nor mortgage such shares must tend greatly to diminish their value.

The difficulty has 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 Kimbells mortgage to his attorney, Mr Maude, Mr Kimbell being absent in England. They then took a transfer executed in Mr Kimbell's name by Mr Maude himself, and presented their transfer for registration. At a meeting of the Directors, at whioh Mr T. W. Maude, Mr Thomas Maude and Mr Malet only were present, Mr Malet being in the chair, it 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 Kimbell's mortgage by Messrs Acland and Tripp, but neither he nor Mr Maude told Mr Tripp that they would refuse to , register the transfer. It b obvious, therefore, that the Directors »f the Company

intended to exercise their full powers so fw i as Harper and Co.'s shares were concerned, 1 With regard to tho mortgage by \[' t Maude of bis shares to Mrs Maude'g trustees, the settlement on Mrs Maude dated Ist November, 1889, w.vs produced! aud the sources of the settled property wenj satisfactorily traced,and there is nosuggestiou that Mrs Maude's Trustees became po g , i sessed of any funds not properly accruing to I Mrs Maude in her own right. Tho Trustee* I held tho funds and property under thii settlement at the absolute disposal of Mrs Maude, and it is therefore not cu r . prising to find that the Trustees u_b the management of the trust entirely to Mr AJaudo and his son. Upon Jfr Maude's bankruptcy the Trustees put m ' a claim on Mr Maude's shares, as mortgagee, ! of the shares, for an amount, incTtidiua interest to the Ist of April last, of £1407 6i lOd. The mortgage was dated tbe 18th day of August, 1892, and the advances, which were all made by cheque, were as under n- £ a. d. 1892—August 20 ... 192 15 0i September 3 .. 292 7 5 September 14 ._ 192 15 0 November 14 ... 125 0 0 „ 192 16 0 1895—January 19 ... 192 15 0 February 7 ... 150 0 0 The four cheques for £192 15s each ware applied to the payment of calls on the 677 shares in tho said Company, the property of the said T. W. Maude, aud also to the payment of calls on 94 shares belonging to Mrs Maude, registered in the names other trustees, £94 of the said alleged advaucea being thus immediately paid over for the sole benefit of Mrs Maude.

The cheque for £292 7s 5d was devoted to the payment of an incumbrance affecting a life policy of considerable value, which Mr Maude claims to be protected from th* operation of the Bankruptcy law. An attempt was thus made to charge tbji amount which was advanced for tho benefit of Mr Maude and his family upon assets available for distribution among his creditors.

The cheque for £125 was used by M> Maude for various necessary purposes. The advance of £150 was sent by Mr Maude to two members of his family {_ England. The cheques for tho above advances ware all signed by the Trustees on the applies, tion, and at the request of, Mr Mauds and his son, and with knowledge of tho purpose* for which the same were intended to hg applied. After ascertaining these facts, and con. ference with the supervisors, although doubts existed as to the validity of tne mortgage as a whole, upon varieaf grounds, it was resolved to admit the claim of the Trustees after deducting the items which we considered, were clearly In contravention of the bankruptcy law, and for which no equivalent was received by the estate. I was, therefore, authorised to pay over to the trustees the sum of £840 lbs Id upon the mortgage ' being released and a transfer of tr.e shares executed by Mr Malet released from an I option to purchase 100 of the shares which ' that gentleman claimed under an agreement with Mr Maude, dated 7th May, 1892. Mr I Malet at first declined to fall in with this I arrangement or to purchase the share- at the price mentioned, in his option, via. £315s 6d per share. Instructions were then given to commence an action against Mr Malet to compel the transfer ana a release of his option upon what we considered to bo very substantial grounds, The warrant to sue was signed and the statement of claim prepared. However, it did not become 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 tho 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 Aot. The investigation and the proceedings which it was necessary to take in the Supreme Court to compel the production of the books and balance-sheets of the Company have entailed some expense upon the estate, bat seeing that an asset ot' £567 has been recovered In respect of the mortgage held by Mrs Maude's trustees, that Mr Malot's option to purchase has been abandoned, that tho means have been obtained of enabling you to form an acourate estimate of the value of the shares in question, and the material facta attends ing the alteration of tbe articles fully ascertained, it cannot be doubted that the enquiry was necessary and amply just-to-by the results. —I am, &c, F. Wilpino.

The Official Assignee said he hoped that every point had been brought out to thstt satisfaction. If anything further was required to be known, he had no doubt thai Mr Wilding would supply it. The Hon. E. C. J. Stevens asked if the meeting was to be informed as to what progress had been made since the lass meeting in respeot of the arrangements for the collection of the assets. Did the Official Assignee propose to inform the meeting ? The Official Assignee said that he pro. Eosed to do so. He would ask if anyo_# ad any objection to the report—which had just been read—being printed. Mr Wilding said he had nob. and Mr Malet's declaration had been published. The Official Assignee replied that it* publication would then follow as a matter of course. He desired to mention, as the matter applied to the whole of the testates, that since the last meeting satisfactory arrangements had been made to collect th* law costs due to the firm-and those arrangements were now in full operation. Ihs books of the various accounts had beefraade up, and the accounts would ba collected without loss of time. Mr Ollivie* had also, at the request of many of the creditors and with the approbation of the supervisors, been requested to make *• thorough examination into everything connected with the dealings of the late firm* and a good deal had already been done. H® did not think, for obvious reasons, that he shouldgointodotailsasto what hadbeon-oosw Two small rooms occupied by the fet* firm had been engaged to carry on these investigations ; but it might be weeks, and probably months, before he could give them any definite information. The question « the realisation of the furniture, •&&, was postponed'till the next meeting, which was the present. In default of any resoltttipa. he should take it that the realisation should go on through him. Mr Charles Clark said that as a jpriyajg. creditor he would like to see the debtors furniture handed to him.

The Official Assignee said that .every creditor having _ claim upon the firm «J*» as he was advised, entitled to vote on this matter though they might not really w* any pecuniary interest in the n#"®j Unless, therefore, there was a all the creditors interested favourable to toe motion it was little use moving it. ' ■. Mr Charles Clark moved—"That Mr Maude be allowed to retain the whole of nw" tmra <U re." He would do this, leaving it » the otu« r creditors to say whether toey • wouHsnpportitornot. If no gentleman would second __a motion he would with' draw 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 unw. instructions are received from English creditors." Mr Greenwood said that he thought 1» 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 thay woold 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. In answer to a question by Mr Cowlishaw*, Mr Stringer said that to hand over to tff debtor furniture valued beyond *sP?*i special resolution would have to be passed* This resolution would have to be passed** one meeting and confirmed at a eubse _u*s-

mtt the nature ol the business at which had Jbe stated. Mr Cowlishaw said that Mr Wynn«illiams" resolution should define the time - w j_ch the matter should again come up. jfr Wynn-Williams was prepared to •ostpone the matter until the Bth July. •jbeHon. E. W. Parker suggested four ]_r Wynn - Williams understood that greiy one had written for iustructions. Mr Cowlishaw said that he had not. M r Wynn-Williams answered that he old make the time the Bth September, which would be four months. Mr Wilding said it appeared to him that a-rest deal of discretion had to be exerliiad in thia matter. He felt that it would _eacruel kindness to give effect to such a ~»olutioa. They were already well iufofmed enough ot the state of affairs to be L a position to say whether or not this was a casein which they should exercise such nower They «ere in a position to say if the furniture should l>e realised in Mr Maude's estate and Mr Georße Harper's, as £ey had done in Mr Leonard Harpers. _tr Iz-rd thought a middle course might be taken by selling the property privately. Mr Greenwood—That 1 cannot do under *_£lard—Well, then, you ought to do so by tender, retaining the money so rea.iseJ sJtil the cieditotsdeeded wnat to do. Mr Greenwood- VViH V->* move au amendment, Mr Izard 1 ;j„„„,i Mr Izard-W ell, I have hardly considered

said that Mr Greenwood fcJSng the m-ey iv handle creditors cou'd at any time deal wit.i v. Mr Clark pointed out that it vouid be a very serioas thing to denude the house of furniture. . . , . Hon E. C. J- Steven? aslie-.l wnettier they were now dealin. only with the estate. Mr Greenwood if plied tiiat this was the case. , . Hon. E. C. J. Stevens said it was most juconvenient dealing with these- estates in a piecemeal manner. He thought they ought to know whether the estates would be cougoUdated before they went on. He would paint out that the voting might turn out to be irregular. Mr Greenwood said that as advised he atoakl rule that all creditors had the right tavote. Hon. E. C. J. Stevens said that it did got appear to him that it was at all satisfactory to deal with the matter of the furniture in this estate alone. The estates gbotdd be dealt with as a whole, or they aught find themselves having the burlesque of a different decision in each. The Official Assignee said, in reply to Mr Wynn-Wiliiams, that with the couseut of tb* supervisors the matter of the disposal of t_e_tam furniture had been left in abeyance _atil they received information with regard to the furniture claimed by Mrs L. Harper as her own property. He, therefore, did not go on with the* realisation of the furniture until information was received from ■jfagUnA as to the claims of Mrs Harper. At present the furniture was left in the hands ef lir Arthur Harper. Mr Stringer said that in respect of the Hob. E. C. Stevens' remarks, consolidation ajoold sot affect the questiou. It would not _k_b that the estates would form one common fund. The separate estates of __h creditor would have to be dealt with sagaretely, notwithstanding the consoli--a-08. the Official Assignee—H a resolution is noDOsed dealing with such and such estate, i have no objection to put it. If Mr Stevens will propose— The Hon. E. C. J. Steveus—l don't wish to propose anything. The Hon. E. W. Parker said he was much of Mr Wilding's opiuion that it would be a cruel kindness to refer the matter Home. From the tone of tbe letters he had received from his principals, the answer he would receive would be beyond doubt, when the accounts went Home, and the whole matter became placed before the creditors there, he felt certain would be that there was no reason why the furniture should be given back. It 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 an amendment, I will put the resolution. The motion was put, and the Official Assignee declared it lost on the voices. He asked if the creditors desired to have their votes recorded. Mr Wynn Williams said that he thought it would be better to withdraw the motion, and Mr Jeffcoat was of lib opinion. Tne Official Assignee —-Very well ; then the motion is withdrawn. With regard to the separate estate, I don't think there is Anything further to be said. The meeting then adjourned.

RE GEO. HARPER.

The meetiug in this estate was next Opened. The Official Assignee said that the value of toe law library, 700 volumes, was esti--sated at £215. Is reply to Mr Cowlishaw, The Official Assignee said there was -oUiinf to report. __a meeting then closed.

RE LEONARD HARPER.

The meeting in this estate was then smuijiL Tne Official Assignee said he had already Stated what was beiug done in chis matter, and be had nothing further to report. The meeting then closed

RE HARPER AND CO.

The Official Assignee stud that with regard to the matters of ihe firm he had already dealt with those in his general Statement. There was, therefore, no reason Why he should detain them longer. The proceedings then terminated.