or else

lords, judges, or justices, at any tribunal, or in the proper court or courts, Vol. III. Ch.III. in all and every or any of the said United States of North America, to answer, defend, and reply in all matters and causes touching and concerning them the said A. B., C. D., and E. F. as such assignees as aforesaid, or touching or concerning the said G. H. or his property, estate, and effects prior to his said bankruptcy; and further to do, pursue, implead, seize, sequester, attach, imprison, and condemn, and out of prison again to deliver; and moreover the said A. B., C. D., and E. F. as such assignees as aforesaid, and in their names and in their behalf, if he the said I. K. shall see it fitting, to compromise, conclude, and agree by arbitration all and every or any differences or disputes, now or which shall or may be subsisting between the said G. H., or the said A. B., C. D., and E. F. as such assignees as aforesaid, and any person or persons whomsoever in North America, and for that purpose for them the said A. B., C. D., and E. F. as such assignees as aforesaid, and in their names, and as their respective act and deed, in due form of law, to sign, seal, execute, and deliver any bond or bonds, agreement or agreements of arbitration or reference, as shall or may be requisite or necessary, and to stand to, abide, and perform all and every award and awards to be made of and concerning all and every or any such matters in difference or dispute. And further, for them the said A. B., C. D., and E. F. as such assignees as aforesaid, and in their names, to enter into and upon all and every the lands, tenements, and hereditaments, real or personal, late of and belonging to the said G. H., and now vested in and belonging to them the said A. B., C. D., and E. F. as such assignees as aforesaid, situate, lying, and being in the said province of where in the said United States of North America, and to sell and dispose of all and every the said lands, tenements, hereditaments, and premises, either entirely or in separate lots or parcels, to any person or persons whomsoever, for the most money and best price or prices that can be reasonably got or obtained for the same, either by public auction or private contract, as he the said I. K. shall think most fitting and advantageous to the estate and creditors of the said G. H., and upon receipt of the purchase money or monies for all and every or any of the said lands, tenements, hereditaments, and premises for them the said A. B., C. D., and E. F. as such assignees as aforesaid, and in their names, to make, give, and sign receipts, acquittances, or other sufficient discharges for the same to such person or persons who shall or may become the purchaser or purchasers thereof. And also, for them the said A. B., C. D., and EF. as such assignees as aforesaid, and in their names, place, and stead, to sign, seal, and execute, and as their act and deed respectively, in due form of law to deliver unto the purchaser or purchasers of all and every or any of the said lands, tenements, hereditaments, and premises, such deed or deeds, conveyances and assurances in the law, as shall be fitting and necessary in that behalf, and as shall or may be reasonably devised, advised, or required by the counsel learned in the law, of the purchaser or purchasers thereof, his, her, or their heirs and assigns, and that as fully and effectually to all intents and purposes as they the said A. B., C, D., and E, F. as such assignees as aforesaid, might or could do if personally present. And the said A. B., C. D., and E. F., as such assignees as aforesaid, do hereby further authorize and empower the said I. K., in case the said lands, tenements, hereditaments, and premises, for default of purchasers or otherwise, shall not be sold or disposed of, to demise, lease, set and to farm let the same, to any sufficient and responsible person or persons whomsoever, for any term or terms or number of years in possession, as shall or may be judged most adviseable as respects the earliest and most expedient future sale thereof, and the best and most approved yearly rent or rents that can be reasonably had and obtained for the same. And also, for them the said A. B., C. D., and E. F.

Vol.III. Ch. III. as such assignees as aforesaid, and in their names, to ask, demand, and receive, and by all lawful ways and means to sue for, recover, and obtain of and from the present or future tenants or occupiers of the said lands, tenements, hereditaments, and premises, or any part thereof, all and every sum and sums of money, rents, and arrears of rent, which now is or are, or shall or may, from time to time, until such sale as aforesaid, grow due and become payable to the said A. B., C. D., and E. F. as such assignees as aforesaid, from all and every or any of the said tenants respectively; and on non-payment thereof, or of any part thereof, for them, the said A. B., C. D., and È. F. as such assignees as aforesaid, and in their names, to enter into and upon all or any part of the said lands, tenements, hereditaments, and premises, or any part or parcel thereof, and there to seize and distrain the goods and chattels and effects of any the tenant or tenants not paying his, her, or their rent or rents in due time, that shall be found in and upon the said premises, or any part thereof, or to make such distress or distresses off the premises as the law permits; and the distress or distresses so had and taken to take, lead, drive, carry away, retain, and impound and keep until the said rents and arrears thereof shall be fully paid and satisfied, or the same shall otherwise be delivered by due course of law; and, if need be, all and singular the said goods and chattels and effects so distrained to sell and dispose of according to law, and to receive the monies arising from the sale thereof for the use of the said A. B., C. D., and E. F. as such assignees as aforesaid, or in the names of them, the said A. B., C. D., and E. F. as such assignees as aforesaid, to proceed by action, suit, bill, or plaint, or by such other lawful ways and means for the recovery of the said rents and arrears of rent, or any part thereof, for them the said A. B., C. D., and E. F. as such assignees as aforesaid, and in their names to give, sign, seat, and execute receipts, acquittances, or other discharges for the same; and the said A. B., C. D., and E. F. as such assignees as aforesaid, do hereby further authorize and empower the said I. K., for them the said A. B., C. D., E. F. as such assignees as aforesaid, and in their names to ask, demand, and receive, and by all lawful ways and means whatsoever to sue for, recover, and obtain of and from any person or persons whomsoever, all and every the deeds, evidences, and muniments whatsoever, relating to or touching or concerning the title of the said G. H. to any the said lands, tenements, hereditaments, and premises herein-before mentioned, or any part or parcel thereof; and, upon receipt and recovery thereof, for them, the said A. B., C. D., and E. F. as such assignees as aforesaid, and in their names, to sign and give proper receipts, acquittances, and discharges for the same; and they the said A. B., C. D., and E. F., as such assignees as aforesaid, do hereby authorize and empower the said I. K. to substitute and appoint one or more attorney or attornies under him for the purposes aforesaid, with such power or powers as to him shall seem meet, and the same, at pleasure, to remove and revoke, and to appoint another or others in the room of such attorney or attornies so removed, and so often as to him the said I. K. shall seem meet and requisite. And generally, for them the said A. B., C. D., and E. F., as such assignees as aforesaid, and in their names, to do, transact, and perform all and every other thing and things, act and acts whatsoever, touching and concerning the premises above mentioned, as fully and effectually, to all intents and purposes whatsoever, as they the said A. B., C. D., and E. F., as such assignees as aforesaid, might or could do if personally present; they hereby ratifying, &c. In witness, &c.

Indenture be tween Manufacturers and a Factor, to sell

Goods for them in London, &c.

and

1823,

This indenture made the day of in the year of our Lord between G. H. of, &c. of the one part, and A. B., C. D., and E. F., of, &c. of the other part. Whereas the said G. H. hath agreed with the said A. B., C. D., and E. F., to act as their agent or factor in the vending of

in the city of London, for the term of years. Now this indenture Vol. III. Ch. III. witnesseth, that in pursuance of the said agreement, and in consideration of the covenants and agreements herein-after entered into by the said A. B., C. D., and E. F., he the said G. H. for himself, his heirs, executors, and administrators, doth hereby covenant and agree with the said A. B., C.D., and E. F., severally and respectively, and to and with their several and respective executors, administrators, and assigns, in manner following, that Covenant to act is to say, that he the said G. H. shall and will act as the factor or agent of as Factor, the said A. B., C. D., and E. F., and of the survivors and survivor of them, and of such person or persons as may be co-partner or co-partners in trade with them, or the survivors or survivor of them, in the vending of

the term of

for

years from the date hereof, determinable nevertheless

as herein-after mentioned; and that he the said G. H. shall and will at the House of conduct and carry on the said agency at the shop or warehouse of the Principal; said A. B., C. D., and E. F., in street, in the city of London, or

whole Time, and

Ready Money or to Persons of good Credit.

Enquiries whe

in such other shop or warehouse in the said city of London as they or the survivors or survivor of them may direct or appoint, for that purpose: To devote his And that he the said G. H. shall and will devote and give his whole time not engage or and attention to the said agency, and shall not engage in the business of a be employed in seller of or in any other business whatsoever, either on his own acany other Bucount, or as a factor or agent, and either alone or in co-partnership with siness. any person or persons whomsoever: And that he the said G. H. shall and To take care of will carefully deposit and preserve in the shop or warehouse for the time the Goods combeing, made use of for the purpose of said agency business, all such goods, mitted to his wares, and merchandizes as may be sent or transmitted to him by the Charge. said A. B., C. D., and E. F., or the survivors or survivor of them, or any person or persons who may be co-partner or co-partners in trade with them, or the survivors or survivor of them: And that in managing and con- To procure best ducting the said agency, he the said G. H. shall and will use his best en- Sale, either for deavours to procure the greatest possible sale of the and other goods which he shall be employed to sell, as such factor as aforesaid, either for ready money, or to persons of responsibility, and worthy to be trusted. And that in selling upon credit, he the said G. H. shall and will be circumspect In selling upon and cautious, and will make due enquiries from persons of respectability, Credit, to make whether the persons applying to purchase on credit are persons of respon- ther the Parties sibility, and worthy to be trusted; and upon making every such enquiry applying to purshall and will make a minute or memorandum thereof in a book to be kept chase on Credit for that purpose, specifying the name of the persons applying to purchase are worthy to be on credit, the name or names of the person or persons applied to for the trusted. purpose of knowing whether such person might be trusted with safety, and also specifying what was said upon the subject by such person or persons so applied to: And also that he the said G. H. shall not, nor will give credit to any person or persons for a greater length of time than without the consent in writing of the said A. B., Č. D., and E. F., or the survivors or survivor of them; and shall not nor will, without such consent, sell to any person on credit to a greater amount than to the amount or sum of £-And also that he the said G. H. shall and will, in conducting the said without Consent agency, conform to and govern himself by such orders, instructions, and of Principals. directions as he may from time to time receive from the said A. B., C. D., To act accordand E. F., or the survivors or survivor of them; and in all cases where he ing to Directions of Principals. shall receive no especial orders or directions, that he shall and will act in such manner as he shall judge to be most conducive to the advantage of the said A. B., C. D., and E. F., and of the survivors and survivor of them, and of such person or persons as may be co-partner or co-partners in trade with them, or the survivors or survivor of them: And also that he the said G. H. shall and will from time to time account for and transmit to the said A. B., C. D., and E. F., or the survivors or survivor of them, all monies, to Principals.

To minute Result of Enquiries. Not to give longer Credit

than
or for a greater
Amount than
Pounds,

In absence of

special Orders, to
act for Benefit of
Principals.
To account for

and transmit Mo-
nies,&c. received

Vol. III. Ch. III. bills, and securities for money, received from the sale of any

hand.

To transmit
Monthly Ac-

count of Affairs
to Principals.

To keep Account Books.

count Books

or other

goods sold by the said G. H. as such factor or agent as aforesaid: And also To accept Prin- that he the said G. H. shall and will from time to time, in case he has assets cipals' Bills when in his hands, accept and duly pay all such bill and bills of exchange as may he has Assets in be drawn upon him by the said A. B., C. D., and E. F., or the survivors or survivor of them, and of which he may receive due notice from them, or the survivors or survivor of them: And also shall and will from time to time, on the first day of each and every month, send and transmit to the said A. B., C. D., and E. F., and to the survivors or survivor of them, a full, clear, and correct statement in writing of all orders, both taken and executed, and of all goods which may have come to his hands, and also of all such goods as he may have sold, to whom, and whether for ready money or on credit, and likewise of all such other matters, transactions, and things as in anywise concern the said agency business, and which may have taken place during the preceding month: And also that he the said G. H. shall and will keep books of account, in which shall be made plain and correct entries of all goods received from the said A. B., C. D., and E. F., or the survivors or survivor of them, or from any person or persons who may be the co-partner or co-partners in trade with them, or the survivors or survivor of them; and also of all goods sold and delivered by him the said G. H. as such factor or agent as aforesaid; and also of all orders received and taken, and of all other matters, transactions, To balance Ac and things in any wise concerning the said agency business: And that he the said G. H. shall and will, on the day of and the day every Half-year. of in each and every year, unless either of the said days shall happen on a Sunday, and in that case on the day following, accurately cast up and balance the said books of account, in order that the true state of the said Principal to have agency business may clearly appear therefrom: And further, that it shall Access to inspect and may be lawful to and for the said A. B., C. D., and E. F., or the surthe Accounts, vivors or survivor of them, or any person or persons who may at any time &c. be the co-partner or co-partners in trade of them, or the survivors or survivor of them, their respective executors and administrators, or any of them, at all seasonable hours in the day, to have free access to the said books of account, and to all other books, papers, documents, and writings in any wise touching or concerning the said agency business, and to take copies of or extracts from the same, or any of them; and which said books of account, papers, documents, and writings, the said G. H. shall and will carefully preserve (damages by fire and other inevitable accidents only excepted); and upon the final settlement and winding up of the said agency business, shall and will give and deliver up the same books, documents, and writings undefaced and unobliterated, to the said A. B., C. D., and E. F., or the survivors or survivor of them, his executors or administrators: And the said G.H. for himself, his heirs, executors, and administrators, doth hereby further Factor to provide a Clerk and Por- Covenant and agree with the said A. B., C. D., and E. F., their respective executors, administrators, and assigns, that he the said G. H. shall and will, out of the salary or wages herein-after agreed to be paid to him, find and provide a clerk who writes a good hand, and understands accounts and book-keeping, for the purpose of constantly assisting him the said G. H. in the management of the said agency business: And also that he the said G. H. shall and will, out of such wages or salary, find and provide a porter Covenant by the purpose of assisting in the said business: And the said A. B., C. D., Principals to pay and E. F., in consideration of the true and just performance of the covenants Salary by Week and agreements hereby entered into by the said G. H., for themselves, jointly and severally, for their several and respective heirs, executors, and administrators, do hereby covenant and agree with the said G. H., his exe cutors, administrators, and assigns, in manner following, that is to say, they the said A. B., C. D., and E. F., their respective heirs, executors, and administrators, or some or one of them, shall and will, yearly and every

Account Books to be carefully preserved.

Account Books

to be delivered to Principals at End of Term. Covenant by

ter out of his

Salary.

ly Payments.

for

that

year, during so long as the said G. H. shall act as their agent or factor as Vol. III Ch. III. aforesaid, well and truly pay or cause to be paid unto the said G. H. the wages or salary of hundred pounds a-year of lawful money of Great Britain, the said wages or salary to be paid and payable by even weekly payments, the first payment thereof to begin and be made on the

day

Commission, at

of next ensuing the date of these presents: And also that in case the If Factor sell said G.H., as such factor or agent as aforesaid, shall sell and dispose of such such a Quantity a quantity of goods, so that commission on (particular) goods, at the rate of of Goods that five pounds for every hundred worth thereof, and on all other goods at the certain Rate, rate of two pounds ten shillings for every hundred pounds worth thereof, would amount to would amount to a greater sum than [salary] hundred pounds a-year; then a larger Sum and in such case they the said A. B., C. D., and E. F. shall and will, at than Salary, then the end or expiration of each and every half year, pay to the said G. H. to pay such fursuch further sum as will make the said salary or wages of hundred make Salary

ther Sum as will

to.

Not to extend

to bad Debts.

pounds a-year equal to what commission, at the rate aforesaid on the goods equal to what so sold, would have amounted to: Nevertheless, it is fully understood that Commission on such further sum is not to be paid on any bad debts, but only on the Goods sold would amount of the monies actually received and come to hand: And the said have amounted A. B., C. D., and E. F. do further agree, that the said G. H., during such time as he shall act as such factor or agent as aforesaid, shall and may, with his family and servants, reside in the dwelling-house with the appur Agreement to tenances over the said shop or warehouse, in street aforesaid, free from permit Factor to the payment of rent or taxes for the same: And also that they the said A.B., reside in Rooms C.D., and E.F., shall and will pay unto the said G.H., once every six months, over Warehouse, all such sum and sums of money as he may have paid or laid out for or on Rent free. account of books, paper, and stationery made use of in and about the said To pay Factor agency business; and also all such sums as he may have paid or laid down Half-yearly all for the porterage of letters relating to the said agency business, and for the Sums paid for Carriage of carriage of goods, wares, and merchandizes sent to him by the said A. B., C. D., and E. F., the survivors or survivor of them, or by any person or persons who may be co-partner or co-partners in trade with them, or the survivors or survivor of them: And the said A. B., C. D., and E. F., do Not to employ further agree with the said G. H., that they, or the survivors or survivor of any other Person them, shall not nor will employ any other person as a factor or agent in the as Factor. vending of within the city of London, during such time as the said

Goods, &c.

involuntary Losses.

G. H. shall act as such factor or agent as aforesaid: Provided nevertheless, Factor not to be and it is hereby agreed between the parties hereto, that the said G. H. answerable for shall not be answerable for any loss or damage which may happen to any goods or merchandize sent to him by any coach, waggon, barge, or otherwise, before the same shall come to his hands or custody, nor for any loss or damage which may happen to any goods or merchandizes which have actually come to his hands or custody, and which may be sent by the said G. H. to any customer by any porter, coach, waggon, barge, ship, or otherwise howsoever, or for any other loss or damage which may happen to any of the goods and merchandizes committed to his charge or care, unless such loss or damage happens through his wilful neglect or default, or unless where any loss is stated to happen to any of such goods in the carriage thereof by any coach, waggon, barge, or ship, the said G. H. shall have neglected to book at the office of such coach, waggon, barge, or ship, the delivery of such goods or merchandizes: And that the said G. H. shall not be answerable for any loss or damage which may happen to any of such goods or merchandizes: Provided nevertheless, and Power for Factor it is hereby agreed by and between the parties hereto, that in case the said to determine Agreement, on G. H. shall at any time before the expiration of the said term of years giving Notice. be desirous of giving up the said agency business, it shall and may be lawful for him so to do, upon giving months previous notice in writing of such his intention to the said A. B., C. D., and E. F., or the survivors or survivor of them, or by leaving such notice at their or his usual places