An Act for the Settlement of the Affairs of the Bank of Upper Canada
- 1. Deed of assignment confirmed.
- 2. Trustees incorporated : corporate powers.
- 3. How the assignment may be registered.
- 4. Trustees how appointed.
- 5. Special Provisions added to the deed.
- 1. Continuing business.
- 2. Executing deeds, &c.
- 3. General powers.
- 4. Balance sheets and statements.
- 5. Declaring dividends.
- 6. Dividing any remainder.
- 7. Meetings of trustees.
- 8. Half-yearly statement.
- 9. Signing deeds, notes, &c.
- 10. Remuneration of trustees.
- 11. General meeting of shareholders.
- 12. Voting at meetings.
- 13. Filling vacancies among trustees.
- 14. Creditors over $10,000 or shareholders of 200 shares may apply to chancery, &c., respecting matters connected with the management of the estate, &c.
- 15. Trustees may apply to chancery for directions.
- 16. Liability of shareholders not affected.
31 Victoria, c. 17 (Canada)
An Act for the Settlement of the Affairs of the Bank of Upper Canada
[Assented to 21st December, 1867.]
This Indenture, made the twelfth day of November, in the year of Our Lord, one thousand eight hundred and sixty-six, in pursuance of the Act to facilitate the Conveyance of Real Property, between the Bank of Upper Canada of the first part, and Thomas C. Street, of Niagara Falls, in the County of Welland, Esquire, Robert Cassels, of the City of Toronto, Esquire, Peter Paterson, of the same place, Esquire, Hugh C. Barwick, of the Town of St. Catherines, Esquire, and Peleg Howland, of the said City of Toronto, Esquire, of the second part, and the other persons whose names and seals are hereunto signed and set, being creditors of the said the Bank of Upper Canada, of the third part.
Whereas, the said parties of the first part being unable at present to meet their circulation and deposits as well as their other indebteness, in specie, although possessed of assets more than sufficient to pay all their liabilities, if properly managed and applied, and being desirous of dealing equitably and fairly with all their creditors and having their effects properly appropriated in the liquidation of their debts, have proposed to execute an assignment of all their estate real and personal to the said parties of the second part, in trust for the benefit of their creditors in manner hereinafter expressed.
Now this Indenture witnesseth, that in consideration of the premises and of the sum of five shillings of lawful money of Canada, to them in hand paid by the said parties of the second part, at or before the sealing and delivery hereof (the receipt whereof is hereby by them acknowledged), they, the said parties of the first part, have granted, bargained, sold, assigned, transferred, released, conveyed, and set over, and by these presents do grant, bargain, sell, assign, transfer, release, convey, and set over unto the said parties of the second part, their heirs, executors, administrators and assigns, according to the respective natures thereof, and the estate and interest of the said parties of the first part therein, all and singular, the lands, tenements, hereditaments and premises set forth and comprised and more particularly mentioned in the Schedule hereunto annexed, marked A, which said Schedule is hereby declared to be and is made part and parcel of these presents ; and also all and singular, the goods, chattels, office, furniture and other effects mentioned, specified or referred to in the Schedule hereunto annexed marked B ; and also all books of account, book debts, bonds, bills, notes, Government debentures, coupons, moneys, mortgages, credits, judgments, policies of insurance—life and fire, and securities for money of what kind or nature soever mentioned or referred to in the schedule hereunto annexed, marked C, which said several Schedules are hereby declared to be and are part and parcel of these presents ; and also, all other the real and personal estate, effects, books, books of account, debts, bonds, mortgages, bills, promissory notes, specialties, securities for money, and personal property of what kind or nature soever now belonging, due, or owing to the said parties of the first part, and all reversions, remainders, yearly and other rents, issues, and profits to such lands and premises belonging or in any manner appertaining thereto and all the right, title, interest, estate, possession, property, claim and demand whatsoever, at law and in equity, of them the said parties of the first part, of, in, to, out of, or upon the said lands, goods, effects or property respectively hereby assigned or intended so to be, together with all deeds, books, writings, bills, notes, receipts, papers and vouchers touching the same or any part thereof.
To have and to hold, receive, take and enjoy the said lands, goods and chattels, moneys, credits, debentures, bonds, mortgages, bills, specialties and securities for money, and all and singular other the premises hereinbefore assigned, or intended so to be, according to the respective natures thereof, and the estate and interest of the said parties of the first part therein unto the said parties of the second part, their heirs, executors, administrators and assigns absolutely and for ever, as far as the said parties of the first part may or can grant or assign the same.
Subject nevertheless to the charges, incumbrances and equities (if any) now existing thereupon, or upon any part thereof or in any manner affecting the same, and upon the trusts and for the intent and purposes hereinafter expressed and declared of and concerning the same, that is to say :
Upon trust, and it is hereby agreed and declared that the said Trustees, their heirs, executors, or administrators, shall and do forthwith, as soon as conveniently may he, receive, collect and get in all credits and sums of money due and owing to the said parties of the first part, or to become due and owing to them.
And upon the further trust to sell the said goods, chattels, lands, tenements and hereditaments hereby assigned and conveyed, or intended so to be, or any part thereof, as to the said Trustees, their heirs, executors or administrators in their discretion shall seem best, and either together or in parcels, and either by public auction or otherwise, and upon the terms and conditions either for cash or upon credit, and in such manner as they shall think best, and to exchange any of the lands hereby conveyed, or intended so to be, for other lands of equal value which in the judgment of the said parties of the second part are more saleable or more likely to be realized at an early date.
And it is hereby agreed that it shall and may be lawful for the said Trustees to sell and dispose of any mortgage or other securities which they may receive for or on account of the said Trust hereby created for such prices as to them may seem reasonable, either at public auction or by private contract as they may deem most for the interests of the parties to these presents, and the said Trustees shall not be responsible for any loss which may arise from such sale.
And it is hereby declared and agreed that the said Trustees, their executors and administrators shall and do stand and be possessed of all moneys to arise from the sale of or be produced from all and any property, debts, securities and effects hereby assigned or intended so to be, after paying the expenses incidental thereto, and to the execution of these presents, and of the trusts hereby created, upon and for the trusts, intents and purposes following, that is to say : In trust in the first place to pay all charges and expenses of what kind or nature soever incident thereto or in any manner attendant upon the execution of these presents and in and about the conducting and carrying into effect the trusts thereof; And in the next place to pay all salaries, allowances and wages herein authorized to clerks, agents and other persons employed in winding up the said estate to the best advantage ; And in the next place to retain the sum of seven thousand dollars year by year, and every year during the said Trust as and for a remuneration for the loss of time, care, diligence and attendance of the said parties of the second part in and about the execution of these trusts, to be divided among them in such manner and in such proportions as they themselves shall determine ; And in the next place to apply such proceeds to pay and satisfy all the creditors of the said parties of the first part, rateably and without priority or preference, as far as the same will or may extend : And lastly, should any surplus remain, after payment of the creditors as aforesaid, to pay over the same to and among the shareholders of the said the Bank of Upper Canada rateably and in proportion to the amount of stock holden by them respectively and standing to their credit in the Bank of the said parties of the first part.
Provided always, and it is hereby declared and agreed, that it shall and may be lawful for the said Trustees, their executors or administrators to employ such person or persons as they may deem advisable or necessary in winding up the estate of the said parties of the first part, and in the execution of the trusts of these presents, and to pay him or them for his or their services such reasonable salary or wages as the said Trustees, their executors or administrators, may seem fair and right.
Provided always, and it is hereby further declared and agreed, that the said Trustees, their heirs, executors or administrators shall not be answerable or responsible for any loss, damage or diminution which shall or may happen to the said Trust Estate by reason of any matter or thing whatsoever, unless the same shall happen by or through the wilful neglect, or misconduct, or default of the said Trustees, their executors or administrators ; And further, that each of the said Trustees shall only he held liable for his own acts and not for those of the other of them or his representatives ; And for the better enabling the parties of the second part to execute the trusts in them by these presents reposed, the said parties of the first part do hereby nominate, constitute, and appoint, the said parties of the second part, and their executors and administrators, their true and lawful attorneys for them and in their name or otherwise, to do, perform and execute, take and prosecute all such acts, matters and things, suits, actions and proceedings, both at law and equity, as the said attorneys shall think fit or deem expedient for the purposes of the trusts of these presents, and in and about the execution thereof, the said parties of the first part hereby ratifying and confirming, and agreeing to ratify and confirm, all and whatsoever the said parties of the second part shall or may lawfully do or cause to be done in and about the premises by virtue hereof.
And it is hereby further declared and agreed, that it shall and may be lawful for the said parties of the second part to refer or submit any claims or demands, suit, action or dispute about the said estate, to or against the said parties of the first part, to arbitration or umpirage in such manner or upon such terms as to them shall or may seem reasonable or just ; Also to compound any claim which the said parties of the second part shall or may have against any person or persons whomsoever, in the execution of the trusts of these presents, or on account of the estate and effects hereby assigned or intended so to be, and to accept a smaller sum in money, property or otherwise, in satisfaction or discharge of the whole, if they in their discretion shall deem it advisable or expedient so to do, and to compromise any claim against the said parties of the first part, or the said parties of the second part, on account of the trusts arising out of these presents or any of them, and to pay, satisfy and discharge any such claim, though the evidence therein or thereof shall or may not be strictly legal or sufficient in a Court of Law or Equity to establish such claim or demand, if the said parties of the second part shall in their discretion think it just or advisable so to do :
And also, to pay out of the said Trust Estate any costs or expenses which shall or may be incurred by them in prosecuting or defending any action or proceeding, in reference any matter or thing in any manner connected with the trusts of these presents, or in anywise relating thereto, no matter what may be the result of such action or proceeding, any rule of law or equity to the contrary thereof notwithstanding.
Provided always, that if at any time during the continuance of the trusts created by these presents, the parties of the second part, or any of them shall die or remove out of the Province of Canada, or be desirous of being discharged from the same, it shall and may be lawful for the remaining Trustee or Trustees to nominate and appoint one or more person or persons in the place and stead of such Trustee or Trustees so dying, removing from the Province or becoming desirous of being relieved therefrom, and all necessary deeds, assignments, and documents shall be forthwith executed, to vest the remaining Trust Essate in such new Trustee or Trustees, in conjunction with the original or remaining Trustee or Trustees.
And further, that it shall be the duty of the said Trustees to accept and take in payment and liquidation of any debt due to the said estate, the bank notes or bills of the said parties of the first part, and the deposit receipts or cheques of depositors having funds to meet the same with the said parties of the first part at the date of these presents, and they shall and may in their discretion take and receive partial payments on the bills and notes outstanding against any party or parties, and renew the same, from time to time, according to any agreement made with the said parties when the said debt was contracted, or the said bills or notes were given or negotiated, and deal with the same as may in their judgment be best for the interest of the creditors of the said parties of the first part.
And also, on the sale or disposal of any of the lands, tenements and hereditaments hereby assigned or intended so to be, to accept and receive the said bills and notes and deposit receipts in payment for the same.
And further, that all current moneys received by the said Trustees, for and on account of the said Trust Estate, shall be day by day (as far as it is practicable) deposited in one or more of the Chartered Institutions of this Province, and no amount shall be withdrawn therefrom except upon the cheque of at least two of the said Trustees ; And also, that at the expiration of six months from the date of these presents, the said parties of the second part shall make up a balance sheet of the affairs of the said Trust, and cause the same to be published for one week in at least two of the daily newspapers of the Province, and continue such balance sheet and publication thereof at the expiration of each successive six months, until the said Trust Estate shall be wound up and settled.
And further, at the earliest possible period, the said parties of the second part shall declare a dividend upon the said estate, and apportion the same among the creditors of the said parties of the first part, rateably and in proportion to their respective claims, and shall from time to time, at as short dates as the interest of the said estate will permit, declare further and other
dividends, as the assets of the said estate may be realized and should warrant the same, and divide the same as aforesaid, until such claims are fully paid or the said assets are fully exhausted.
And upon full payment of such claims, from time to time to declare dividends of the residue of the said estate (if any there be) among the shareholders of the said the Bank of Upper Canada, as the same shall be gotten in, until the said Trust Estate shall have been fully realized, wound up, and settled. And in order to facilitate the payment of such demands among the holders of the bills of the said parties of the first part, the said parties of the second part shall and may, upon the surrender to them of the said bills, issue to the holders thereof, certificates of their respective claims in the nature of deposit receipts, upon which certificates the claims of the said parties shall be made, and on which all future dividends shall be paid. And the said parties of the first part covenant with the said parties of the second part, that they have the right to convey the said lands, goods, chattels, and effects, notwithstanding any act of the said parties of the first part ; and that they have done no act to encumber the said lands, and that they will execute such further assurances as may be requisite.
In witness whereof, the said parties have hereunto set their hands and seals, the day and year first above written, that is to say, the said parties of the first part their corporate seal by the Honorable George William Allan, the President of the said the Bank of Upper Canada, and the said parties of the second and third parts, their respective hands and seals.
|Signed, sealed, and delivered|
This Indenture, made the twelfth day of November, in the year of our Lord one thousand eight hundred and sixty-six, between the Bank of Upper Canada, of the first part, and Thomas C. Street, Robert Cassels, Peter Patterson, Hugh C. Barwick and Peleg Howland, of the second part, whereby the said Bank of Upper Canada did grant and convey unto the said parties of the second part, their heirs and assigns, all the estate and effects, real and personal, of the said Bank of Upper Canada, and the said parties of the second part now have, hold and possess the said estate and effects, as a corporation under the name of the Trustees of the Bank of Upper Canada, under and by virtue of the Act passed in the ________ year of the reign of Her Majesty, intituled : An Act for the Settlement of the Affairs of the Bank of Upper Canada, among which real estate are the following lands (set out any lands in the county or city only, in which such lands are situate, for registry in such county or city).