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Interpretation of memorandum and Articles of Association regarding distribution of surplus assets in a winding up. Analysis: The judgment concerns a petition by the liquidator seeking direction on the distribution of assets of a company, specifically whether preference shareholders are entitled to any sums beyond the paid-up capital on preference shares. The company had authorized share capital fully paid-up, with provisions in the memorandum and Articles of Association for preferential dividends to preference shareholders. The court emphasized that provisions for dividend distribution during the company's operation do not necessarily govern asset distribution in winding up, citing precedents such as In re Driffield Gas Light Co., Ltd. and In re London India Rubber Co. The court highlighted the importance of interpreting terms like "surplus assets" which may refer to remaining assets after various payments. The judgment referenced cases like Bond v. Barrow Haematite Steel Co. and In re New Chinese Antimony Co., Ltd., discussing the necessity of declaring dividends before claims can be made and the entitlement of preference shareholders to preferential payments from surplus assets. The court differentiated cases where undistributed profits existed at the time of liquidation, emphasizing that arrears of preferential dividends are not considered debts until declared. Notably, the court mentioned In re Roberts and Cooper, Ltd., where the entitlement of preference shareholders to arrears of dividend was contingent on dividends being declared, emphasizing the contractual rights of parties. Ultimately, the court directed that surplus assets be applied first to repay preference shareholders' paid-up capital, with the remaining assets belonging to ordinary shareholders. The judgment clarified that arrears of preferential dividends should not be treated as debts to be paid before ascertaining surplus assets. The decision was based on a strict interpretation of the company's Memorandum and Articles of Association, highlighting the importance of contractual obligations over abstract notions of justice in determining asset distribution in a winding up scenario.
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