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Vol. III, Ch. V. T. T., or either of them, shall or may hereafter manufacture at Bolton aforesaid, or elsewhere, and that they the said W. B. and G. P. shall and will vend, sell, and dispose thereof, for the utmost and best price and prices that can be had, gotten, or obtained for the same, for and on the account of them the said T. A. and T. T., upon such commissions, terms, and conditions as are herein-after mentioned: And further, that they the said W. B. and G. P., and each of them, shall and will be true and faithful unto them the said T. A. and T. T., and each of them, in the vending, selling, and disposing of the said goods, wares, and merchandizes so to be delivered to them as aforesaid, for and during the said term of eight years, and shall and will, during the term aforesaid, provide and keep suitable and proper books of account of such sale or sales, and fairly and clearly make entries of such sale and sales, and send a true copy of the same every week to the said T. A. and T. T.; and keep the said books of account open for the inspection of all and each and every of the said parties hereto, and permit and suffer any or either of them, at all times during the said term of eight years (determinable as aforesaid), to have free access to such books of account, and to peruse the same and take copies or extracts therefrom, when and as often as any or either of them shall think proper: And further, that they the said W. B. and G. P. shall and will once in every year during the said term of eight years, (viz.) some time in the month of January, or at such other time as they shall be required so to do by the said T. A. and T. T., or either of them, and also at the end or sooner determination of the said term, or within twenty days next after such determination of the same, make and cast up a full, just, and general account and reckoning in writing of all and singular the goods, wares, and merchandizes had and received by them of and from the said T. A. and T. T., or either of them, and of the sale and produce thereof; and that upon finishing such yearly or general account, duplicates of the particulars thereof shall be written down and entered into two or more books to be provided for that purpose, and they the said parties shall subscribe their names to the foot or balance of every such account, and each of the said copartnerships to keep one of the said books for their own use; and that no item or items, debts or credits on such account, so passed and subscribed, shall be afterwards disputed, controverted, or called in question, unless some special error shall appear to have been made and passed therein, at any time during the said term of eight years, or at the end or sooner determination thereof: And further also, that in case either of the said parties hereto shall happen to die before the end of the said term of eight years, or other sooner determination thereof, or before or after any such general accounts so made up, stated, and subscribed between them in manner aforesaid, and there shall be any debts due from or to the said parties hereto on account of and arising from the aforesaid concerns, that then in that case all such debts as shall be then due from the said parties on account of the said concerns, shall be equally paid by the survivor or survivors, and the executors or administrators of the party or parties so dying, and that then and in such case, all and every the debts as shall be then due from either of the said parties to the other on account of the said concern, shall be likewise equally shared and divided between the said survivor or survivors, and the executors or administrators of such party so dying as aforesaid: And further, that they the said W. B. and G. P. shall and will find and provide sufficient and proper clerks, journeymen, porters, labourers, servants, and assistants, for the keeping the said accounts, receiving and delivering the said goods, wares, and merchandizes, and in all respects for the proper conduct and management of the said concern, and that each and every of them shall and will diligently personally attend to the same at their present or any future warehouse or warehouses, where the said concern is or shall be carried on: And further, that they the said W. B. and

G. P. shall not nor will on any account or pretence whatsoever, without the Vol. III. Ch. V. knowledge or consent of them the said T. A. and T. T. in writing first had and obtained, have, receive, or take any goods, wares, or merchandizes of the same description or kind with those consigned or sent to them by them the said T. A. and T. T., or either of them, into or upon their present or any future warehouse or warehouses so to be taken by them as aforesaid, upon commission, and for the purpose of vending, selling, or disposing thereof, for any person or persons whomsoever during the said term of eight years, (determinable as aforesaid), but that they the said W. B. and G. P. shall be at liberty to receive upon their said premises, with the knowledge of the said T. A. and T.T., any other different kinds of goods, wares, or merchandizes, upon commission or otherwise, any thing herein-before contained to the contrary thereof notwithstanding: And further, that they the said W. B. and G. P. shall and will twice in every year, during the said term of eight years (determinable as aforesaid), go to and attend at Bolton aforesaid, or any other manufactory hereafter to be taken by the said T. A. and T. T. for the manufacturing of muslins and dimity goods, or any other kind of goods as aforesaid, and permit and suffer the said T. A. and T. T. to come to and attend at the present warehouse, or any future warehouse or warehouses so to be taken by them the said W. B. and G. P. for the reception and sale of the aforesaid goods, wares, and merchandizes so to be manufactured by them the said T. A. and T. T. as aforesaid: And further, that they the said W. B. and G. P. shall and will well and truly pay or cause to be paid the rents and taxes, both parliamentary and parochial, which now are, or which during the aforesaid term of eight years (determinable as aforesaid) shall be charged or imposed upon the present or any future warehouse or warehouses and premises they may think proper to take, and also all salaries and wages due and payable to any clerks, journeymen, porters, labourers, servants, or assistants employed by them the said W. B. and G. P. in the carrying on the said concern, and also shall and will find and provide all stationery, coals, candles, and other necessary things for carrying on the said concern: And further, that they the said W. B. and G. P., or either of them, shall not nor will sell or dispose of any of the goods, wares, and merchandizes of them the said T. A. and T. T., consigned or committed, or to be committed to the charge and custody of them the said W. B. and G. P., upon any long or unreasonable credit, nor shall nor will give credit to any person or persons after they shall have received notice from the said T. A. and T. T. not so to do; and shall and will upon all occasions use their utmost and best endeavours to discover and find out the character and responsibility of all persons to whom they the said W. B. and G. P. shall sell any of the said goods, wares, or merchandizes, and not sell to any person or persons not worthy of credit, or of doubtful character or responsibility, and shall and will in all cases where they give credit upon the settlement of any account or accounts, credit the said Ť. A. and T. T. for the amount of all the goods, wares, and merchandizes so sold, or to be sold by them the said W. B. and G. P. as aforesaid, deducting therefrom the per-centage and allowances herein-after particularly mentioned; it being the intent and meaning of these presents, and of all and every the parties hereto, that all risk, losses, and bad debts arising from the sale and disposal of the said goods, wares, and merchandizes, after the sale and delivery thereof by the said W. B. and G. P., shall be borne and sustained by them the said T. A. and T. T.: And further, that the said T.A. shall and may at any time during the said term of eight years (determinable as aforesaid), if he shall think proper so to do, put and place any or either of his sons in the house of the said W. B. and G.P. as clerks or apprentices, paying and allowing a reasonable fee or premium for such clerk or apprentice; and in consideration of the care and diligence of them the said W. B. and G. P. in the selling and disposing of such goods, wares, and merchan→

Vol. III. Ch. V. dizes as aforesaid, they the said T. A. and T. T. do hereby severally and respectively covenant and agree, that they the said W. B. and G. P. shall and may, in the first place, deduct and retain to themselves a prorata per-centage on the amount of all goods sold by them on the account of the said T. A. and T. T. in equal proportion to the amount of any goods, wares, or merchandizes sold and disposed of by the said W. B. and G. P. on their own ac count, so that such per-centage to be deducted by the said W. B. and G. P. from the amount of such sales to be made by them for and on the account. of the said T. A. and T. T. do not exceed the sum of £200 in any one year, as and for a consideration in lieu of rent, taxes, fire, and stationery, candles and perquisites, (except carriage, freight, and porterage to the warehouses of them the said W. B. and G. P.), attending the said concern, and which is to be found and provided by them the said W. B. and G. P.: And also shall and may, during the said term, deduct and receive to and for their joint use and benefit the sum of £2 per cent. as a commission on the sale of all such goods, wares, and merchandizes so to be sold and disposed of by them the said W. B. and G. P. for and on account of the said T. A. and T. T. as aforesaid: And further, that they the said T. A. and T. T. shall and will pay and allow, or cause to be paid and allowed unto the said W. B. and G. P., a further sum of £5 per cent. on the whole amount of the net annual profits of their trade for and during the said term of eight years, as a consideration for the service and assistance of them the said W. B. and G. P. in the vending, selling, and disposing of the said goods, wares, and merchandize so sent to them as aforesaid, and for their trouble and attendance in the conducting and management of the said concern, but which said allowance of £5 per cent. it is agreed shall remain in the hands of them the said T. A. and T. T. from year to year, during the said term of eight years, for the purpose of forming a capital in their concern, on the account of the said W. B. and G. P., unless the aforesaid allowance of £2 per cent., and the allowance for rent, taxes, fire, stationery, candles, and perquisites, shall not in any one year form a sufficient fund to pay the expenses of sales, and a proper allowance for the said W. B. And further, that they the said W. B. and G. P. shall and may be at liberty to deduct and reimburse to themselves, their and each of their executors and administrators, all charges and expenses arising from the carriage, freight, or porterage of any of the goods, wares, and merchandizes so sent by the said T. A. and T. T. to the warehouse or warehouses of them the said W. B. and G. P. for sale as aforesaid; and also that the said T. A. and T. T. shall and will keep a regular and exact account of all goods manufactured and sold by them the said T. A. and T. T. during the said term of eight years (determinable as aforesaid), and shall and will at all times produce and shew such account to them the said W. B. and G.P., or either of them, for their satisfaction, and in order to convince them that all and every the covenants and agreements herein contained on the parts and behalfs of them the said T. A. and T. T. have in all respects been complied with, according to the true intent and meaning of these presents, and of the parties hereto; and that in case the said T. A. and T. T. shall and do, vend, sell, or dispose of any goods, wares, and merchandizes so manufactured or to be manufactured by them as aforesaid, and not consigned or sent to the warehouse or warehouses of them the said W. B. and G. P. in London aforesaid, that then they the said T. A. and T. T., their executors or administrators, shall and will pay and allow unto the said W. B. and G. P., their executors or administrators, a commission of £1 per cent. upon all such sales so made by them at Bolton, Manchester, or elsewhere, and not coming through the hands of the said W. B. and G. P. as aforesaid; and that they the said T. A. and T. T. shall not nor will directly or indirectly send to any warehouse or warehouses, or consign to any agent or agents, or any person or persons whomsoever, for sale on account of them the said T.A.,

:

and T. T., or either of them, in London, or elsewhere, other than and be- Vol. III. Ch. V. sides them the said W. B. and G. P., any goods, wares, or merchandizes of or belonging to them the said T. A. and T. T., or either of them, contrary to the true intent and meaning of these presents, and of the parties hereto : And further, that they the said T. A. and T. T. shall and will twice in every year during the said term of eight years, come to the warehouse or warehouses of them the said W. B. and G. P. in London aforesaid, and attend to and inspect the concerns of them the said W. B. and G. P., and shall and will during all that time aid and assist in the conducting and management of the said concern in London, according to the best of their and each of their skill, knowledge, and ability: Provided always, and it is hereby mutually covenanted, declared, and agreed upon, by and between all the said parties hereto, that in case they the said T. A. and T. T., or the said W. B. and G. P., or any or either of them, shall be minded or desirous to put an end to and determine this agreement, before the end and expiration of the said term of eight years, then and in such case either of the said parties shall be at liberty so to do, upon giving unto the other of them, at any of the aforesaid annual settlements between the said parties, twelve months notice in writing of such their intention so to do, and in which said notice the party giving the same shall express a good and sufficient reason for requiring such disso lution to take place, and that in the mean time the said concern shall be carried on in all respects by the different parties, until the expiration of such notice, at which time all the said accounts shall be finally adjusted and settled, and as conclusively as if the said term of eight years had fully expired and ended; and then and from thenceforth this present agreement, and every matter and thing herein contained, shall cease, determine, and be utterly void to all intents and purposes whatsoever, any thing herein-before contained to the contrary thereof in anywise notwithstanding. In witness, &c.

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Agreement for the Purchase of a Leasehold House, and the Utensils and Goodwill of a Business. (1) Recital of Business carried on by Vendor, and Lease. Recital that Vendor had

his Possession of

Articles of agreement indented, made, and agreed on, &c. between (vendor) of, &c. of the one part, and [purchaser] of, &c. of the other part. Whereas the said [vendor] hath for some time carried on and exercised the trade or business of a at a workshop (or "manufactory,") which, with the appurtenances, the said [vendor] is entitled to for the remainder of a term of - years therein granted to him by indenture of lease, bearing date on or about the day of, made between [lessor] of, &c. of the one part, and the said [vendor] of the other part: And whereas the said [vendor] hath made considerable repairs and improvements in the said workshop (or manufactory), and premises comprized in the said indenture of lease, and hath purchased divers implements, utensils, and fixtures for the purpose of carrying on the said business of a : And whereas the said [vendor] being about to quit the said trade of a the said [purchaser] hath contracted and agreed with him for the purchase of the said workshop and Improve(or manufactory), with the appurtenances, for the remainder of the said term of Recital of Conyears by the said indenture of lease granted, and also of the implements, utensils, and fixtures (2) in and upon the said premises, and used or employed in the said trade or business of- and of the goodwill of the said [vendor] in the same business, on the terms and conditions following; that is to say, that he the said [purchaser] should on the execution of the assignment and conveyance of the said workshop (or manufactory) and premises, with the said

(1) See precedent, Bythewood, 169; ante, 3 vol. 242, &c. as to the law respecting contracts of sale and purchase.

(2) Or “particularly enumerated and described in the Schedule hereunder written or herc• unto annexed."

made Additions

ments.

tract to sell Premises, Utensils, Fixtures, and Goodwill of

Business.

Terms of Con

tract.

Utensils, &c. specified in Schedule.

- thou

Vol. III. Ch. V. implements, utensils, and fixtures, secure to the said [vendor], his executors, administrators, or assigns, the sum of -thousand pounds, payable at the end of (three) years from the date of these presents, with interest for the same, payable at the expiration of each year after the rate of five pounds for each hundred pounds by the year, the said principal sum of sand pounds and the interest thereof to be secured by the joint and several bonds of the said [purchaser], and some other person as his surety, to be approved of by the said [vendor], in the penal sum of thousand pounds, and also by (three) several promissory notes to be given by the said [purchaser] to the said [vendor], at the expiration of the first two years of the said term of (three) years, for the payment of the said sum ofthousand pounds by (three) several payments, as follows; that is to say, one of the said promissory notes to be for the payment of the sum of- ——thousand pounds and interest at (four) months after the date thereof, one other of the same notes to be for the payment of the sum of thousand pounds and interest at (eight) months from the date thereof, and the other of the same notes to be for the payment of the like sum of- thousand pounds and interest at (twelve) months from the date thereof; and also to pay the said [vendor], his executors, administrators, or assigns, interest for the said sum of thousand pounds, or so much thereof as should remain due, until the whole of the said sum of- thousand pounds should be paid off and discharged; and that the said [purchaser] should (1) secure to be paid to the said (vendor), his executors, administrators, or assigns, by the bond of him the said (purchaser), in a sufficient penalty, the yearly sum of pounds for and during the term of (three) years from the date of these presents, as a consideration for the goodwill of the said business, the said sum of pounds to be paid to the said [vendor], his executors, administrators, and assigns, at the expiration of each year from the date of these presents, (or from the execution of the assignment), but without any interest for the same: Now these presents witness, that the said [vendor], in consideration of the sums to be paid to him, his executors, administrators, or assigns, by the said [purchaser] as herein-after is mentioned, doth hereby for himself, his heirs, executors, and administrators, covenant, promise, and agree to and with the said [purchaser], his executors, administrators, and assigns, that he the said [vendor], his executors or administrators, shall and will on or before the- day of next, at the proper costs and charges in the law of the said [purchaser], his executors or administrators, well and effectually convey, assign, and assure, or cause or procure to be well and effectually conveyed, assigned, and assured, by all proper, usual, and necessary covenants, unto the said [purchaser], his executors, administrators, and assigns, the said workshop (or manufactory) at aforesaid, with

Agreement to convey.

2

the appurtenances thereunto belonging, for the residue then to come of the said term of. years; and also all the implements, utensils, and fixtures, (2) in or upon the said workshop (or manufactory), or used or em ployed in the said trade or business of a - -, or in anywise relating thereto; and the full, whole, and absolute estate, right, title, interest, term and term of years which shall be then to come and unexpired, property, possession, benefit, claim, and demand whatsoever, both at law and in

(1) If it be so agreed then say, " upon the execution of the said assignment, give unto the said [vendor] three several promissory notes for the payment of the sum of pounds in manner and at the times following; that is to say, one of such notes for the payment of pounds at the end of one year from the date hereof, another of such notes for the payment

of pounds at the end of two years from the date hereof, and the other of such notes for the payment of pounds at the end of three years from the date hereof, as a consideration, &c.," as above.

(2) Or" particularly enumerated and described in the schedule hereunder written or hereunto annexed."

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