ASSIGNMENTS. Stock in trade (copartnership). No. CLI. *An Assignment of Stock in trade (1) from representative of a deceased Copartner to a surviving Partner WITNESS. Executor as signs. Lease. THIS INDENTURE made the' day of in the year, &c. and in the year of our Lord 18 BETWEEN (the assignor) of, &c. executor of the last will and testament of (deceased copartner), late of, &c. deceased, of the one part, and (surviving copartner) of, &c. of the other part. WHEREAS the said (deceased partner) in his lifetime, together with the said (surviving partner), were copartners and joint traders together in the trade or business of which trade, by virtue of the death of the said (deceased partner), is now vested in the said (surviving partner); And whereas there was due and owing from the said (surviving partner), on account of their said late joint trade and the stock thereof, to the estate of him the said (deceased partner), at the time of his death, the sum of £ , which, when paid, will be in full of all further claims and demands of him the said (assignor), as executor of the said (deceased partner), upon or out of the said joint trade, or the stock thereof: Now THIS INDENTURE WITNESSETH, that for and in consideration of the sum of £ of lawful money of the United Kingdom of Great Britain and Ireland to him the said (executor) in hand well and truly paid by the said (surviving partner), at or before the sealing and delivering hereof, in full satisfaction and discharge of all monies, stock and other demands whatsoever due to the estate of the said (deceased partner), from the said (surviving partner) or from the said late joint stock of the said late copartnership, the receipt whereof, and that the same is so in full as aforesaid, he the said (executor) doth hereby acknowledge, and thereof and therefrom doth hereby acquit, exonerate and for ever discharge, as well the said (surviving partner), his executors and administrators, as also the said joint stock of the said late copart (1) For an assignment to the continuing partner, of the premises where the business was carried on, see ante, No. CXLV. p. 512. ASSIGNMENTS. Stock in trade (copartnership). Assignment of debts, &c. nership. AND for the considerations hereinbefore mentioned, he the said (executor) HATH bargained, sold, assigned, transferred and set over, and by these presents DoTH bargain, sell, assign, transfer and set over unto him the said (surviving partner), his executors, administrators and assigns, ALL and every the part and parts, share or shares whatsoever belonging to him the said (deceased partner) deceased, of and in all the goods, wares, merchandizes, debts and other the effects whatsoever mentioned and set forth in the total or balance of a rest book thereof, made, examined and signed by them the said (executor) and (surviving partner) on the day of the date hereof; and also all other the stock and estate whatsoever now belonging to the estate late of him the said (deceased partner) deccased, by virtue of his being a copartner with him the said (surviving partner) as aforesaid, and all the right, interest, property, benefit, advantage, claim and demand whatsoever, both at law and in equity, of him the said (executor), of, in, to or out of the said stock and premises hereby assigned, or any part and parcel thereof, by virtue of the indenture or articles made on the said copartnership, or of the last will and testament of the said (deceased partner), or otherwise howsoever. And for the better and more effectually enabling him the said (sur- Power of attorviving partner) to have and receive all and singular the said hereby assigned premises to and for his own use and benefit, he the said (executor) DoTH hereby make, ordain, authorize, constitute and appoint, &c. (Power of Attorney) (1). PROVIDED ALWAYS, and so that he the said (surviving partner), his executors, administrators and assigns, shall and do at all times hereafter, save harmless and keep indemnified him the said (executor), his executors and administrators, of, from and against all costs, charges and damages, which he, they or any of them, shall or may pay or sustain by reason of his, their or any of their names being made use of, in any such action or suit to be brought or commenced by virtue of the power hereby given (2). AND he the said (executor), for himself, his executors and administrators, doth covenant, promise and agree, to and with the said (surviving partner), his executors, administrators and assigns, by these presents, in the manner following, (that is to say) that he the said (executor) hath not made, done, committed or knowingly suffered any act, matter or thing whatsoever, whereby or by means whereof the said hereby assigned debts and premises, or (1) See ante, No. LXXVIII. p. 255. also ante, p. 525. (2) A bond is sometimes given for indemnity, which see post. Vol. II. "BOND." ney to receive debts. Executor being indemnified. Covenant that the executor has not incumbered, ASSIGNMENTS. Stock in trade (copartnership). Further assu rance. Executor to pay debts owing by deceased partner, on co partnership ac count. Executor releases surviving partner. any part thereof, are, or is, or shall or may be in any wise prejudiced, released, discharged or encumbered, in any manner howsoever; nor shall nor will, at any time hereafter, do any act matter or thing whatsoever, whereby to release or discharge all or any of the said hereby assigned debts and premises, or any part thereof, or the power or authority hereby given for recovering the same, or any action or suit to be thereupon brought for the recovery thereof, without the consent of him the said (surviving partner), his executors or assigns, first had in writing for that purpose: AND also, that he the said (executor), and all other persons lawfully claiming any right or interest, of, in or to the said hereby assigned premises, or any part thereof, by, from or under him, or by, from or under the said (deceased partner) deceased, shall and will at any time, at the request and charges of the said (surviving partner), his executors or administrators, make, do and execute any further and other lawful and reasonable act and acts, thing and things, as well for the corroborating and strengthening of these presents, as also for the further, better, and more perfectly or satisfactorily assigning all and singular the said hereby assigned premises unto him the said (surviving partner), his executors, administrators and assigns, as by the counsel in the law of him or them shall be reasonably advised or required: AND further, that in case it shall be proved or made plainly to ap pear, within the space of now next ensuing, that he the said (deceased partner) contracted any debt or debts on account of his said late copartnership with any person or persons whomsoever (other than and except such debts as are mentioned and comprised in the said rest book, signed by them the said (executor) and (surviving partner) as aforesaid), and that such debt or debts is or are now justly due and owing from the estate of the said (deceased partner), and are, or is or shall become chargeable upon the copartnership estate, then and in such case he the said (executor), his executors and administrators, shall and will, out of the estate of the said (deceased partner), pay and satisfy all and every such debt or debts as lastly aforesaid, or shall and will save harmless and keep indemnified the said (surviving partner), his executors and administrators, of and from payment thereof: AND he the said (executor), for the considerations aforesaid, for himself, his executors and administrators, and for all other the representatives of the said (deceased partner), doth hereby remise, release, discharge and for ever quit claim unto him the said (surviving partner), his executors, administrators and assigns, all sums of money and demands now due to the said late joint trade, and all and all manner of actions, suits, claims and demands E ASSIGNMENTS. Stock in trade (copartnership). ner releases exe cutor. whatsoever, both at law and in equity, which he or any of them can or may from henceforth claim, challenge or demand against him the said (surviving partner), his executors or administrators, for or by reason or on account of any breach or non-performance of any covenant or agreement, or any other act, matter or thing whatsoever done or committed, or which on his or their part, by virtue of the said indenture or articles of copartnership, or otherwise, are or were thereby covenanted or agreed to be paid, done and performed. AND he Surviving partthe said (surviving partner), in consideration of the release hereinbefore made and given to him as aforesaid, and for other good considerations him thereunto moving, doth hereby, for himself, his executors and administrators, remise, release, discharge, and for ever quit claim unto him the said (executor), and all and every other the representatives of the said (deceased partner), all and every sum and sums of money, and all and all manner of actions, suits, claims and demands whatsoever, both at law and in equity, which he, they, or any of them, can or may have, claim, challenge or demand against the estate late of the said (deceased partner), or him the said (executor) as executor thereof, for or by reason, or upon account of any breach of covenant or non-performance of any agreement, or any other act, matter or thing whatsoever by him or them done or committed, touching or relating to the herein before-mentioned copartnership, or which by the said articles or indentures of copartnership, or otherwise, are or were by him the said (deceased partner) thereby covenanted and agreed to be paid, done and performed (other than and except as to debts not comprised in the said rest), which shall appear to have been contracted, and which are now justly due from the estate of the said (deceased partner) to the said late joint trade, and which are to be paid by him the said (executor) as aforesaid. IN WITNESS, &c. SUP. -VOL. I. Stamp, Common deed stamp. ASSIGNMENTS. Term to attend (purchaser). No. CLII. An Assignment of an outstanding [mortgage or other] satisfied Variations where a part only of the premises comprised in the THIS INDENTURE of year of the reign, &c. and in the year of our Lord 18 Use of assignment of terms to attend, and what terms to be assigned. Term of years vesting in the freehold merges. (1) It being a rule of law that when a greater estate unites with a less, the less estate shall be considered as extinguished or merged, as it is called, in the greater, it is usual where terms for years have been created out of the inheritance for any particular purpose, which has been satisfied, to continue them separated from the freehold by assign ing them to some person in trust for the owner of the fee, in order that by means of the legal interest comprized in them, they may be used for the purpose of defeating (by priority) the title of any intermediate incumbrancer, i. e. any person claiming a charge upon the land subsequently to the creation of the term, and prior to the time of such assignment. But as the general doctrine of merger is subject to many nice distinctions, it is not always immediately obvious where there are several outstanding terms (which is frequently the case) which of them to select for that purpose. It may therefore be proper to give a general outline of the law of merger, so far as concerns estates for years carved out of the inheritance, together with some remarks tending to lead the student to a correct application of them in practice, which is the more necessary, on account of the contradictory authorities he will meet with upon the subject in the reports. The first general rule respecting merger, is, that when a term for years becomes vested in the same person who is seised of the freehold, the term will merge in such freehold: Thus, if a lessee for years, after entry, (till when the term is not fully severed from the inheritance) or the signee of a lessee for years surrender his lease to the reversioner of the same lands, the term will be extinguished; 2 Roll. Ab. 494; for the term being only a portion of, and separated from the inheritance, w |