commission ; £ sterling. AND the said (agent) doth hereby in like man- AGREEMENTS ner as aforesaid, covenant, promise, and agree with and to the said Agent. (principal), his executors, administrators, and assigns, that he the said (agent), his executors or administrators, shall and will from Agent will sell such goods, &c. time to time during the said term of years, determinable nevertheless as hereinafter mentioned, sell and dispose of the said goods, wares, and merchandizes, so to be hereafter shipped and consigned to him from time to time, to the best advantage and for the most money that can be procured for the same: AND shall and will immediately thereupon remit home to the said (principal), [his executors, And remit the administrators, or assigns,] in the manner aforesaid, all such sums of produce. money as shall or may arise from the sale or disposition thereof, with a true and particular account of the sales and prices of the same respectively. AND also that he the said (agent) shall not nor will during the said term of years, purchase or receive for sale any Agent will not act for any other goods, wares, or merchandizes whatsoever, in his own name, or on his own account, or in the name or on account of any other person or persons than of him the said (principal) (1). AND it is hereby agreed Agent to have and declared by and between the parties hereto, that the said (agent) shall be entitled to and shall have and retain the sum of £ for every £100 (2), (and so in proportion for any less sum) which shall arise or be made by or from the sale or disposition of the commission for goods, wares, and merchandizes so now or hereafter to be intrusted to the care of or shipped and consigned to him the said (agent), and also all necessary, customary, and reasonable expenses attending the same. AND the said (agent) doth hereby further, in the manner aforesaid, covenant, promise, and agree, that he the said (agent), Agent will keep [his executors, administrators, or assigns,] shall and will from time accounts. to time, and at all times during the said term of years, keep or cause to be kept all usual and proper books of account of and concerning all goods, wares, and merchandizes which he the said (agent), [his executors, administrators, or assigns,] shall from time to time receive from the said (principal), [his executors, administrators, or assigns,] and of all sums of money, bills of exchange, or other securities which he or they shall receive for or on account of the said goods, wares, and merchandizes. AND it is hereby further agreed and declared by and between the said parties hereto, that he the said (principal), [his executors, administrators, or assigns, or his or their lawful attorney or attorneys, or appointee or appointees, trouble. Principal or his appointee may inspect books. (1) See ante, p. 19. n. (6). (2) See ante, p. 20. n. (11). and 21. n. (9). Remittances. Agent. AGREEMENTS lawfully authorized in that behalf,] shall or lawfully may from time to time and at all times during the said term of years, have at all seasonable times full and free liberty to inspect, view, and examine the books of accounts so to be kept by him the said (agent), [his executors or administrators] as aforesaid, and to take or cause to be taken any extracts from or copies of the same or any part thereof; and that he the said (agent), [his executors or administrators,] shall and will from time to time produce the said books of accounts unto the said (principal), [his executors, administrators, or assigns, and his or their lawful attorney or attorneys, or appointee or appointees,] for that purpose. IN WITNESS, &c. 6 G. 4. c. 94. and was **Since the preceding note, (ante, p. 29, n. (1),) went to press composed, the act of 6 Geo. 4. c. 94. was passed, which declares that factors and agents having goods in their possession, shall, to a certain extent, be deemed the real owners. An abstract of this act will be found post, p. 47. No V. *An Agreement between a Tradesman retiring from active business, and a confidential Agent for the management of it for his benefit, the Agent receiving a salary and also a part of the proceeds (1). Variations when there are sureties on the part of the Agent. AGREEMENTS Agent. ARTICLES of agreement entered into and concluded upon this in the of our Lord 18 year Between day of (the principal) of, &c., of the one part, and (the agent) of, &c., of the other part (2). Whereas the said (principal) being desirous of retiring from the Recitals. active management of the said trade or business of has agreed with the said (agent) to conduct and manage the same for the term of years, upon and for the terms and conditions hereinafter mentioned. Now THESE PRESENTS WITNESS that for and in consideration of the covenants and agreements hereinafter con- WITNESS agent tained on the part of the said (agent) to be performed, the tradewith the said (principal) for himself, [his executors and administrators,] present stock. doth covenant, promise, and agree with and to the said (agent), [his executors and administrators,] that he the said (agent) to manage and (1) Although, generally speaking, the perception of any part of the pro- Salary part of fits or net proceeds of the business will constitute a co-partnership between profits. the participating parties as to third persons, see Exp. Langdale, 18 Ves. 301. Cheap v. Cramond, 1 Barn. & Ald. 663, yet where the receipts of a portion of the profits is for the time and attention of the party devoted to the business, it has been held not to effect a co-partnership; nor will the receipt of an annuity or annual sum out of the business; see Exp. Stamper, 17 Ves. 404, 19 ib. 461; but as the distinctions upon this head are very nice, great care is requisite in preparing an agreement of this kind upon any plan of reciprocity of profit out of the trade. (2) If the agent procure a surety for his fidelity, make the principal Surety. of the first part, the agent of the second part, and the surety of the third part. AGREEMENTS shall and will during the term of And purchase other goods. years, if they the said Agent. parties shall so long live, (unless the said term shall sooner cease under the proviso for that purpose hereinafter contained,) to be computed from the date of these presents, deal and trade with and sell and dispose of the stock in trade of him the said (principal), now in, &c., and manage and improve the same in such manner as to him the said (agent) (under the direction of the said (principal) when given, and in default thereof then of his own discretion,) shall seem meet: AND that he the said (agent) shall and will by and out of the money which shall arise by such sale, disposition, or dealing with the said stock in trade, from time to time purchase and procure by ready money or on usual credit, such other goods or merchandize as shall be requisite to keep up and continue the said stock in trade of a like nature or description of goods, wares, and merchandizes, and of equal quantity and Out of proceeds quality: AND by and out of the proceeds which shall from time to pay rent, &c. to time arise from all and every or any of the said sales, dispositions, and trade and dealing, do and shall in the first place well and truly pay the yearly rent of the house, shop, and warehouses whereon or in which the said trade or business now is or for the time being shall or may be carried on, together with all parliamentary and parochial taxes, rates, and duties which now are or for the time being shall be payable for or in respect thereof, and such sums of money as may be requisite to perform the several covenants and agreements on the tenant's part to be performed in relation To pay principal thereto; AND in the next place do and shall pay (1) to him the said (principal) or his assigns, yearly and every year during the said term, one clear annuity or yearly sum of £ by equal half yearly payments, on the day of , and the day of , in each year, without any deduction or abatement whatsoever; AND, subject thereto, do and shall or lawfully may retain the residue and surplus of the said profits, [or the sum of £10 per cent. upon the gross produce of the said stock and trade or business (2)], to and for his own sole use and annuity. Residue for agent. Salary. Profits. (1) If the agent is to have a salary out of the proceeds, say, "And in the next place do and shall retain unto and for himself the said (agent), out of and from the proceeds or receipts of the said trade or business, the clear annual sum of £ by equal quarterly payments on, &c., in every year, to and for his own use and benefit, by way of salary or recompense for his time, trouble, and attention in or to the same." (2) See ante, p. 33, n. (1). faithful. benefit, as a recompense and satisfaction for his care and trouble in AGREEMENTS the sale and management of the said stock, and conducting the said Agent. trade or business (1). AND the said (agent) in consideration of the premises aforesaid, doth hereby [for himself, his executors and admi- Agent will be nistrators,] covenant, promise, and agree with and to the said (principal), [his executors, administrators, and assigns,] that he the said (agent) will at all times during the said term of computed and determinable as aforesaid, diligently apply himself to the care and management of the said stock, trade, and business, according to the best of his skill, abilities, and judgment, and apply and dispose of the money which shall arise therefrom, in the manner hereinbefore expressed or declared concerning the same, and ac cor years, to be Agent will not trade on his own account. to the true intent and meaning of these presents; AND also Will keep acshall and will from time to time during the said term, make true counts. and correct entries in proper books of accounts to be kept for that purpose, of all goods, wares, and merchandizes, and stock in trade, which shall from time to time be purchased or sold, and of all monies which shall be paid and received for or on account of the same, and shall and will at all seasonable times in the daytime, permit the same to be inspected and copies of or extracts taken from the same or any part thereof, by the said (principal), [his executors or administrators,] or such other person or persons as he [or they] shall lawfully appoint for that purpose. AND further, that he the said (agent) shall not nor will at any time during the said term, directly and openly or indirectly and privately, buy or sell or in anywise trade or deal in the trade or business of, &c., or any of the goods, commodities, or articles now or heretofore customarily dealt in by the said (principal), in the name or on the account of himself the said (agent), nor otherwise than in the name of the said ( principal), only, and for the ends and according to the true intent and meaning of these presents; nor shall nor will do any act or thing whatsoever, whereby the said present or any future stock in trade or any part thereof, shall or may be attached, extended, or taken in execution, or otherwise prejudicially affected. AND also, that at Agent will acChristmas next, and also at every succeeding Christmas during the count once a continuance of the said term, or oftener if thereto required by the (1) If the surplus is to be paid to the principal, say, year. "And do and shall well and truly account for and pay over the Surplus. residue or surplus of the net gains or profits, if any, by half yearly payments unto him the said (principal), his executors, administrators, or assigns, to and for his and their own use and benefit." |