Contributory liability in winding up is a fresh statutory obligation, unaffected by time-barred calls on shares.

In winding up, a shareholder's liability as a contributory is a fresh statutory liability that arises on commencement of winding up and extends up to the unpaid amount on the shares. Earlier calls becoming time-barred does not defeat that liability, and alleged pre-incorporation representations do not alter the position where the court accepts the liquidator's factual version. The shareholders' objections to inclusion in the list of contributories were rejected, and they remained liable to contribute to the company's assets.

---

---

Issues: Whether shareholders whose earlier calls had become barred by limitation could be excluded from the list of contributories in winding up, and whether alleged pre-incorporation representations justified their exclusion.

Analysis: The liability of a member in winding up is a new statutory liability that arises on the commencement of winding up and is governed by the Companies Act provision creating the contributory's liability to the assets of the company. That liability is limited to the amount unpaid on the shares, but it is not defeated because earlier calls had been made before winding up and had become time-barred. The alleged representations made before incorporation did not alter the position, because the applicants became shareholders after signing the application for shares and the court accepted the liquidator's version of the facts.

Conclusion: The objections were rejected and the applicants remained liable to be included in the list of contributories.

Ratio Decidendi: In winding up, the contributory's statutory liability is a fresh liability to contribute up to the unpaid amount on the shares, and it is unaffected by the fact that earlier calls on the shares may have become barred by limitation.

---