of Appeal. Therefore the only point remaining for decision by your Lordships is whether B. & C.'s claims in the main action (if successful) are by virtue of section 74(2)(f) subordinated to the claims of the general creditors of Atlantic. Section 74 of the Act of 1986 is the first of a group of sections cross-headed "Contributories." So far as relevant it provides: "(1) When a company is wound up, every present and past member is liable to contribute to its assets to any amount sufficient for payment of its debts and liabilities, and the expenses of the winding up, and for the adjustment of the rights of the contributories among themselves. (2) This is subject as follows . . . (f) a sum due to any member of the company (in his character of a member) by way of dividends, profits or otherwise is not deemed to be a debt of the company, payable to that member in a case of competition between himself and any other creditor not a member of the company, but any such sum may be taken into account for the purpose of the final adjustment of the rights of the contributories among themselves." The legislative history of this section can be traced back to section 38 of the Companies Act 1862 (25 & 26 Vict. c. 89), in which section 38(7) corresponds to section 74(2)(f) of the Act of 1986. The critical question is whether any damages ordered to be paid to B. & C. by Atlantic for misrepresentation by Atlantic inducing the purchase by B. & C. of Atlantic shares would constitute a sum due to a member of Atlantic (i.e. B. & C.) in its character of a member by way of dividends, profits or otherwise within the meaning of section 74(2)(f). If so, B. & C.'s claim will be subordinated to that of Atlantic's general creditors. Mr. Potts, for the administrators of Atlantic, submitted that the basic principle applicable was that "members come last," i.e. the members of a company can take nothing until the outside creditors have been paid in full. He further submitted that in the present case there would be a manifest absurdity if B. & C., as shareholder in its wholly owned subsidiary Atlantic, could circumvent that rule by claiming as damages sums quantified by reference to the worth of the Atlantic shares payable in respect of