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AGREEMENT BY A CLERK TO A RETIRING TRADESMAN,
WITH HIS MASTER, TO CARRY ON THE BUSINESS
ARTICLES of agreement made, &c., between I. L., of, &c., of the one part, and T. E., of, &c., of the
Whereas it hath been agreed between the parties hereto, that the said T. E. (who, for some time past, hath conducted and managed the trade or business of the said I. L.) should continue in the management thereof, under the covenants, restrictions, and agreements, hereinafter contained ; and whereas an inventory and appraisement bath been made and taken of the stock of and belonging to the said business, and entered in two books, which have been signed by both the parties hereto, and it hath been agreed, that one of such books should be kept by the said I. L., and the other of such books by the said T. E. Now, these presents witness, and it is hereby agreed between the parties hereto, that the said T. E. shall and will, for the term of years now next ensuing, for and on the behalf, and
y This and the following form ought to have been transferred to the chapter on Agreements, but the error was not discovered in time.--Ed.
pay rent of
in the name of the said I. L., well and faithfully, and according to the best of his skill and judgment, manage, carry on, and conduct the aforesaid trade and business of of the said I. L. ; with full power and authority for such purpose, to use and trade with the said stock, and to manage, improve, and renew the same as the said T. E. (subject to any directions which the said I. L. may at any time give to him for that purpose) shall seem meet ; and by and out of the money which shall arise by sale of any part or parts of the said stock, to buy such goods as shall be requisite to keep up and continue the present quality and value thereof; and it is hereby also agreed and declared, that, by and out of the profits which shall arise from the trade or business, the said T. E. shall, in the first place, pay and dis- Out of profits charge the rent of the said house and shop, and all
shop, taxes and parochial duties which now are, or shall hereafter be assessed or imposed on him, the said I. L., or the said T. E., on account of the said house and trade; and, in the next place, pay or retain and to pay I. to bimself, the said I. L., yearly, and every year dur. L. an annuity. ing the said term of years, the yearly sum of L. by equal half yearly payments, on the
&c. &c., without any Residue to deduction or abatement whatsoever; as a recompence and satisfaction for his care and trouble in the conduct and management of the said trade or business. And the said T. E. doth hereby, for him- Covenant by self, his executors, and administrators, covenant, de- T. E. to be clare, and agree, with and to the said I. L., his diligent. executors, administrators, that he, the said T. E., shall and will, from time to time, and at all times hereafter, for and during the said term of years, if they, the said I. L. and T. E., shall so long jointly live, diligently apply himself to the care and management of the said stock, trade, and business, according to his best skill, abilities, and discretion, and pay, apply, and dispose of the money which shall arise from the sale thereof, and all tlie profits of his trade and dealings, after payment and satis
faction of the expenses to be incurred in keeping up and renewing the said stock and otherwise, in the carrying on, conduct, and management of the said
business, unto the said I. L., his executors or admiBooks to be nistrators, or as he or they shall direct. And also, kept.
shall and will write and keep true and perfect entries in proper books of account of all such goods as shall be sold, and of all moneys which shall be paid and received by him, and of all other accounts and transactions of or connected with the said business, and permit the same, from time to time, to be inspected
by him, the said I. L., or such person or persons as T. E. not to he shall appoint. And further, that he, the said T. deal in his
E., shall not, nor will at any time, during the continuance of the said term of
years, buy or sell, or in anywise trade or deal in his own name, but on the behalf, and in the name only, of the said I. L.; nor do any act whatsoever whereby the said stock, or any part thereof, may be attached, distrained, or taken in execution. And also, that at Christmas next, and so at every succeeding Christmas during the continuance of the said term of
years, or oftener, if thereto required by the said I. L., be, the said T. E., shall and will take a full account and estimate in writing of the stock, for the time being, remaining in the said trade, and of the profits thereof, and deliver the same to the said I. L. And that, at the expiration, or other sooner determination of the said term of
years, he, the said T. E., his executors or administrators, shall and will deliver up to him, the said I. L., his executors or administrators, all such stock as shall then be remaining and undisposed of, to and for his or their own use and benefit. In witness, &c.
To render an account at Christmas.
for the Purchase of the Lease of a House, Stock, &c.
Articles of agreement between, &c. [Recite the partnership, &c.] Now, the said C. D. doth hereby covenant, promise, and agree, to and with the said
Covenant to assign lease.
Also stock in trade.
E. F., that he, the said C. D., shall and will, on or before
make and execute an assignment of the said indenture of lease, and the messuage and premises therein comprised, with their appurtenances, free from all incumbrances, with all usual and proper covenants, unto the said E. F., for the residue of the said term of years, under and subject to the rents, covenants, and provisoes payable, or to be observed in respect thereof. And the said E. F. doth hereby covenant, promise, and agree, that thereupon, and so soon as an assignment of the said premises shall be made and executed to him as aforesaid, he, the said E. F., shall and will pay, or cause to be paid, to the said C. D., the sum of L.
for the purchase of the good-will of the said premises. And further, that the said E. F. shall and will purchase from the said C. D. all his share and interest in the stock in trade in and upon the said premises, together with all the fixtures and utensils thereto belonging, at a fair appraisement, to be made by two regular appraisers, one to be chosen by the said C. D., and the other by the said E. F." And the said C. D., in consideration of the said sum of L. doth hereby covenant and agree with the said E. F., that he, the said C. D., shall not, nor will, exercise the trade of a
which he now useth, during the residue of the said term of
years, within the parish of
And for the true performance of this agreement, each party bindeth himself unto the other in the penal sum of L. of lawful money of Great Britain, to be recovered as and in the nature of liquidated damages, &c. In witness, &c.
' In order to give effect to an agreement as to the transfer of a business or good will, a person may bind himself not to carry on some particular business, or not to trade in some particular place, for some limited time; but a general restraint upon a party's right to trade is illegal and void. Ward v. Byrne, 9 Law Journ. 14 Ex.
Recital of agreement
of average amount of business.
Deed of Copartnership between Solicitors."
This indenture made, &c., between J. P., of, &c., one of the attorneys of her Majesty's Court of Queen's Bench at Westminster, and a Solicitor of the High Court of Chancery, of the one part; and R. J. lig of
, &c., of the other part. Whereas the said J. P. and R. J. R. have mutually agreed to become copartners in the practice or profession of attorneys, solicitors, and conveyancers, for the term of
years, under the stipulations and agreements hereinafter contained, [And whereas the said J. P. and R. J. R. bave been respectively for some years in practice, and the practice of the said J. P. is estimated on an average of the last three years to produce the net profit or yearly sum of L. , and the practice of the said Ř. J. R. is estimated on a similar average to produce the net profit or yearly sum of L. And whereas, it is intended, as hereinafter stipulated, that the said J. P. and R. J. R. shall be entitled to the profits of the said copartnership, in equal shares and proportions; and as one moiety of the profits of the said copartnership business will, according to the hereinbefore mentioned estimates, exceed the es. timated profits of the business of the said R. J. R. by the annual sum of L. , it hath been agreed that the said R. J. R. shall pay to the said J. P., as a consideration for the said copartnership, the sum of L.
:] Or, [And whereas, in consideration of the sum of L. to be paid to the said J. P. by the said R. J. R., the said J. P. and R. J. R. have agreed to become copartners in the praco tice or profession of attorneys, solicitors, and conveyancers, for the term of
years, under and subject to the conditions and stipulations hereinafter
* This instrument being under seal, will require a deed stamp of L.), 15s., with a progressive duty of L.1, 5s. It may be made applicable to several partners, with very little alteration.