Commercial Motors, Limited, in Liquidation.
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In view of the importance of the title, " Commercial Motors, Limited," and in consideration of the fact that several queries and disclaimers have found a place in past issues of this journal, we think it desirable to publish, at some length, a report which will show to those of our readers who are interested in the matter that this jointstock undertaking had nothing to do either with the proprietors of " THE COMMERCIAL MOTOR," Or with Commercial Cars, Limited, of Luton.
A meeting of the creditors of Commercial Motors, Ltd., was called for 31st March, at the Board of Trade offices in Carey Street. There was no quorum and the proceedings were adjourned. According to the statement of affairs submitted, the liabilities to four unsecured creditors are £449 13s. There is ono partly-secured creditor whose claim amounts to £102 17s. id. J(less estimated value of securities 130), leaving £72 17s. Id. to rank for dividend. The assets consist of, cash at bankers, £2 is. 6d.; book debts (good), £12 12s. 4d. ; and unpaid calls £104, estimated to produce £30. The estimated amount to meet the claims of unsecured creditors, subject to cost of liquidation, is thus £44 13s. 10d., making the deficiency £477 16s. 3d. According to the deficiency account, the expenditure in carrying on business during the company's existence was £617 16s. 3d. The salaries paid were £25, and owing, £25. The preliminary expenses were £80, making a total of £747 16s. 31. The Official Receiver, in his observations, says that the winding-up order was made on 17th December, 1907, on a creditor's petition. A statement of affairs was submitted on 10th March, by directors. It was, however, incomplete and unsatisfactory, and application has been made to the Court for an order directing a proper statement to be submitted by the directors. The company was registered on 11th April, 1904, with a nominal capital of £6,000, divided into shares of £1 each, its objects being to acquire and carry on the business of mechanical and general engineers forraerly carried on by Ernest Cleaver, under the style of "The Twickenham Motor Works," and to purchase from John Forrest Walters, of Clyde House, Twickenham, a free license to manufacture paraffin motors under letters patent granted to him. The promoter was George Care, who was assisted by Walters. The qualification of directors was the holding of shares of the nominal value of £100. George and Edwin Care appeared to be the only directors who qualified. Nothing was determined as to directors' remuneration. On 16th April, 1904, an agreement was concluded with Cleaver by which he agreed to sell his right under letters patent to the company for £3,500, to be satisfied by the allotment of 3,500 fully.paid shares. Cleaver was to re • ceive 1,000 shares and Walters 2,500. Cleaver was appointed works manager for three years at an annual salary of £100 to be increased to £150 when the company could pay 10 per cent. dividend. To provide working capital George Care paid £100 into the company's banking account in respect of 100 shares he
had agreed to take. • He subscribed and paid for a further 20 shares, and appeared to have advanced other moneys amounting to £115. Edwin Care paid £100 in respect of shares and no other moneys appeared to have been received by the company. The company's funds were used principally for the purpose of building a motor engine and boat which was stated to have proved a failure. Subsequently Walters gave notice of cancellation of his agreement as to the letters patent. On 28th September, 1904, a resolution to wind up the company voluntarily was passed and afterwards rescinded.
In January, 1907, Walters, who had previously arranged with a William Bowden to promote a company to exploit his (Walters') patent, introduced Bowden to George Care with a view to purchasing the title of the company and the benefits of its registration, to avoid the necessity of registering a new company. Eventually Bowden paid George Care £12 10s. for the company's title, seal, books, etc. The directors appointed Bowden and a Mr. Cooney directors, and then resigned, leaving the control of the company in the hands of the two latter persons. Walters agreed to sell to the company a motor engine, in consideration of the allotment to him of 100 fully-paid shares. Differences arose between the directors and Walters in regard to this engine, and Walters states that, as no working capital had been provided, and as there appeared to be no prospect of any forthcoming, he gave notice to Bowden, in March, 1907, cancelling an agreement entered into in January, which provided, inter alia, that one-third of the capital of the company, or any increase thereof, should be allotted to Walters in consideration of the transfer of his interest in his patent to the company, and that one-third of the capital should be reserved for working capital, of which £2,000 was to be subscribed within three months. Subsequently further negotiations were entered into between Walters and Bowden, and as a result it was arranged to increase the capital of the company to £30,000, and to issue one-third of this amount to Walters in consideration of the transfer of his patent. An agreement, dated June, 1907, was entered into providing that 10,000 shares should be reserved for working capital, of which 2,000 should be subscribed in cash before 29th June, 1907, failing which Walters was to be at liberty to rescind the agreement. By another agreement Walters was appointed general manager at £5 per week. The company failed to find the necessary working capital, and Walters cancelled the agreement and obtained judgment for £86 in respect of salary and costs. The failure of the company is attributed by the directors to the cancellation of the agreement. The unsecured claims, £449 13s., included in the statement of affairs, are stated to be in respect of moneys advanced, work done, office rent and salaries. The petitioner's claim is not included. The partly-secured creditor is Cleaver, who claims £102 17s. id. principally in respect of work done and materials supplied in connection with the construction of a motor launch, which he values at £30.