those between the debtor and the creditor; putting it shortly,
none others are stated to be bound, and therefore there are no
others with whom, by force of the Statute operating on the
curial order, the minority can be brought into compulsory con-
tractual relation. It was consequently important to see whether
the old Company had itself undertaken to procure - as I may
term it - the issue of the fully paid-up shares by the new
Company to the debenture holders. A deed to which three are
parties may very well contain a covenant as to which one only
is the covenantor. And it might well have been, as it appeared
to me on first inspection of the agreement, that the old Company,
for such valuable consideration as it thought adequate, agreed
to transfer its own interest in the property to the new Company,
leaving the latter to deal with the debenture holders direct with
respect to their floating charge on the assets, by substituting
shares for debentures. Unless it could be made out from the
arrangement that the old Company had itself undertaken to the
debenture holders that the new Company would on cancellation
of the debentures issue the paid up shares, I should have thought
the arrangement one which would have been beyond the juris-
diction of the Court to sanction. Mr. Feez, however, pointed out
in the latter deed, which, though actually made between the
two companies alone, is the complement and the expressly
intended outcome of the earlier instrument, to which all are
parties, that the issue of these paid up shares was to be part of
the consideration for the transfer of the property. The old
Company could therefore compel that issue, and reading both
documents together as different, though connected, parts of the
same transaction - see for instance, Whitbread v. Smith (1) - it
removes any doubt or ambiguity as to whether the old Company
had wholly ceased its connection with its affairs by transferring
its assets, and getting the partly paid up shares for its mem-
bers. As soon as that difficulty is removed the matter is clear.
The mere fact that the substituted right is a paid up share
instead of a debenture is no valid objection: In re Empire
Mining Co. (2), or that it is an undertaking by another com-
pany: Mummoth Copperopolis of Utah (3), and Mercantile