10. As from the

day of

day of

Business to belong to from a day

next until the time fixed for com- Form 10. pletion the vendors shall be considered to be carrying on the said business on account and for the benefit of the company. 11. On or at any time after the next, the vendors company shall at the expense of the company execute and do all such assurances certain. and things as may reasonably be required by the company for vesting in As to assurit the property agreed to be hereby sold, and giving to it the full benefit things for of the said sale.

12. The vendors shall procure from the respective landlords of the said leasehold premises any licences which may be necessary for the assignment thereof pursuant to this agreemt.

ances and

carrying sale into effect.

Vendors to

procure licence to assign leaseholds.

13. The company shall indemnify the vendors against all actions and Vendors to be proceedings, claims and demands, in respect of the said contracts and indemnified engagements in relation to the said business, the benefit whereof is against conagreed to be hereby sold.

14. The company shall be entitled to the benefit of the current fire insurance of the said leasehold premises and stock in trade.

tracts, &c.

15. The vendors shall discharge all outgoings in respect of the said Outgoings. leasehold premises up to the day of next, and as from that

day the company shall discharge the same, and such outgoings shall if necessary be apportioned for the purpose of this clause.

account.

16. All books of account of the said firm, and all books of reference Books of to customers, and all other books and documents of the said firm (except such as relate exclusively to the private affairs of the said firm or the individual members thereof), shall be delivered by the vendors to the company on possession being given of the premises, pursuant to the provision in that behalf hereinbefore contained, and the company shall thenceforth, subject to the following proviso, be entitled to the custody thereof, and to the use thereof for the purposes of carrying on its business, but the vendors shall have free access, at all reasonable times, to such of the said books and documents as show or relate to the outstanding book-debts and credits of the vendors, or may otherwise be requisite for enabling the vendors to collect and get in the assets of the said firm not hereby agreed to be sold, and to liquidate the affairs thereof; 17. Provided always that when and so soon as any of the said books of Proviso. reference and other books shall cease to be necessary for the carrying on of the said business, the same shall be delivered over to the vendors, who shall thereupon become absolutely entitled thereto.

be given to

18. The vendors shall be entitled to such accommodation as they may Accommodareasonably require in the counting-house of the company, in the said tion in office to leasehold premises, for the purpose of collecting the book and other debts vendors. due to the said firm in respect of the said business and liquidating the affairs thereof; and the vendors shall make all such book and other debts payable at the said premises, and at no other place, the object being to secure the continued resort of the customers of the said firm to the said premises, and so to give to the company the full benefit of the good-will of the said business.

Form 10.

endors to hold snares

for certain perice.

19. Each of the vendors shall upon the request and at the costs of the company enter into a covenant with the company that he will not during the period of twenty years from the date hereof either solely [see supra, p. 9, clause 8, mutatis mutandis.]

20. Each of the vendors shall, if he shall so long live, retain and hold in his own name the whole of the shares to be allotted to him pursuant to clause 5 hereof for a period of six calendar months from the allotment thereof, and shall retain and hold in his own name at least 75 per cent. of the said shares for a period of five years from the time of such allotment (b).

(b) Such a clause as the above is occasionally inserted.

21. Unless [supra, p. 17].

22. The company shall cause [supra, p. 10].

AS WITNESS, &c.

[Add schedules containing (1) description of leasehold premises and mortgages, and (2) particulars of chattels and effects referring to an inventory.]

Form 11.

Partic

Agreement for sale.

Inspection.

Title.

Consideration.

AGREEMENT for SALE to COMPANY of FOREIGN MINES.

AN AGREEMT made the day of

between A., of

in

the Republic of (hereinafter called the vendor), by B., his attorney, of the one part, and The Co, Limtd (hereinafter called the co), of the other part: WHEREBY IT IS AGREED as follows :—

1. The vendor shall sell, and the co shall purchase the mines, mining rights, mills, stamps, orehouses, plant, machinery plant, stock, ore, and other property and rights specified in the first schedule hereto, and hereinafter called the scheduled premises.

2. The co shall, with all reasonable despatch, direct W., or some other competent person, to inspect and report upon the value of the scheduled premises, and unless the report of such person shall be deemed satisfactory by the company, the company shall be at liberty, by notice in writing to the sd B., to rescind this agreemt, provided such notice be given before the day of.

3. The vendor shall make out to the satisfaction of the company a good title to the scheduled premises, according to the laws in force in the said Republic, free from all incumbrances, except any royalties imposed by the Mining Code of the sd Republic.

4. The conson for the sd sale shall be 100,000l., whereof 20,0007. shall be paid in cash, and the balance shall be satisfied by the issue to the vendor or his nominees of debentures for securing 30,0007., and 5,000 107. shares of the company, to be numbered to inclusive, and to be considered for all purposes as fully paid up.

5. The sale shall be completed at L., in the sd Republic, on the day of, when the vendor shall duly transfer the scheduled premises to the company or its nominees, and the certificates of title to the sd 5,000 shares, and the sd debentures shall be handed over to the vendor. The company shall cause its agent to be appointed as hereinafter mentioned to transmit to it telegraphic information of the completion of the sd transfer.

Form 11.

Completion.

of certificates and debentures.

6. The company shall, before the time for completion, execute the sd Transmission certificates and debentures, and transmit the same to L., there to be ready for issue at the time for completion. Each of the sd certificates shall comprise shares, and the sd debentures shall be in the form

set forth in the second schedule hereto.

7. The company shall also appoint some person in L. to be its Agent. attorney or agent, with full powers in relation to the completion of the sale, and shall notify such appointment to the vendor or not less than days before the time for completion.

8. Not less than days before the time for completion the Deposit. company shall pay the sd sum of 20,0007. cash to J. & D. upon trust to place the same on deposit in their joint names at the - Bank, in the City of London, and to keep the same there deposited until they shall be satisfied that the scheduled premises have been duly transferred in accordance with clause 5 hereof, and thereupon to withdraw the sd deposit and any interest, and pay the same to the vendor's

agent in London, or as he shall direct. If this agreemt shall be rescinded under clauses 2 or 11 hereof, the sd deposit and interest shall be forthwith withdrawn and paid over to the company.

9. Possession of the scheduled premises shall be given to the company Possession.

at the time for completion, and the vendor shall in the meantime keep the same in good repair and condition, and shall work the mines and mills in as full and effectual a manner as the same have hitherto been worked. As from the day of the vendor shall be deemed to have been carrying on the sd mines and mills for the benefit of the company; and he shall account to the company for all monies and other benefits received, and shall be indemnified by the company against all expenses whilst so carrying on the same.

expenses.

10. The vendor shall pay all the costs of and incidental to the prepa- Vendor to pay ration and execution of this agreemt, and of the memorandum and preliminary articles of association of the company, and of the registration thereof, and of all stamps, fees, and legal expenses incident to the formation of the company, and generally of all preliminary expenses whatever incurred in relation to the company up to the incorporation thereof; and, if the result of the inspection to be made pursuant to clause 2 hereof, shall be unsatisfactory to the company, or if the vendor shall fail to show a good title to the sd premises, the vendor shall also pay the costs, charges, and expenses incurred by the company in relation to such inspection, but so that such last-mentioned costs, charges, and expenses shall not exceed 1.

Form 11. Rescission. Notices.

11. Unless before, &c. [Form 3, clause 5.]

12. For the purposes of this agreement any notice may be given to the vendor by leaving the same for him at the Bank in L., or (at the option of the company) by leaving the same at No.-,

Street,

in the city of London; and any notice so left shall be deemed to have reached the vendor at the expiration of forty-eight hours after it is so left.

IN WITNESS, &c.

[Add schedules (1) containing particulars of mines, &c., and (2) form of debenture.]

Form 12. AGREEMENT by COMPANY ADOPTING CONTRACT MADE, ON ITS BEHALF, BEFORE ITS INCORPORATION. For indorsement on original contract.

Parties.

Recitals.

Adoption.

B. discharged.

AN AGREEMT made this

day of

between A., of &c., of the first part, B., of, &c., of the second part, and The Co. Limtd (hereinafter called the company), of the third part. WHEREAS, since the execution of the within written agreemt, the company has been incorporated in accordance with the intention in that behalf referred to in such agreemt :

Now IT IS HEREBY MUTUALLY AGREED as follows:

1. The within written agreemt is hereby adopted by the company, and shall be binding on the company in the same manner, and be read and construed in all respects as if the company had been in existence at the date thereof, and had by these presents ratified the same.

2. The sd B. shall from henceforth be discharged from all liability under or in respect of the sd agreemt.

IN WITNESS, &c.

Where a contract is made on behalf of an intended company [as above, pp. 1, 7], it is requisite to take steps to bind the company when it comes into existence. It used to be thought that a company could ratify such a contract, but it is now settled that it cannot. Empress Engineering Co., 16 C. Div. 125. By acting on the contract it might become bound on equitable principles, Pritchard's Case, 8 Ch. 960; but the usual plan is to execute an agreement as above, so as to effect a novation of contract.

Form 13. AGREEMENT by COMPANY ADOPTING, WITH MODIFICATIONS, CONTRACT

Recitals.

:

MADE BEFORE ITS INCORPORATION.

Parties the company, 1; the vendor, 2; A., 3. WHEREAS by an agreement (hereinafter called the preliminary contract) dated, &c., and made between the vendor, of the one part, and the said A., as trustee for the company (which was then intended, and has since been formed

under the Companies Acts, 1862 to 1883), of the other part, it was Form 13. agreed that the vendor should sell, and the company should purchase certain property`upon the terms, and subject to the stipulations therein expressed: AND WHEREAS a copy of the preliminary contract is set forth in the schedule hereto :

NOW THESE PRESENTS WITNESS AND DECLARE as follows:

1. The preliminary contract is hereby adopted by the company, and Adopting preliminary shall (subject as hereinafter provided) be binding-[as in Form 11, cl. 1].

2. The time for the completion of the sale shall be postponed to the Completion. day of

3. If at the time for completion less than 10,000 shares in the Modification of company's capital have been taken up, the cash portion of the purchase- terms of sale. money, viz., 50,0007., shall be satisfied as to 20,0007. by the issue to the vendor, or his nominees, of 2,000 fully paid-up 10/. shares in the company's capital, and as to 30,0007., as follows :-that is to say, at the time for completion, one moiety of the then capital monies of the company shall be paid to the vendor, and the other moiety shall be retained by the company for its general purposes; and out of the capital monies subsequently paid up the company may retain for its general purposes any sum not exceeding 5,0007., and, subject as aforesaid, shall pay such capital monies, as and when received, to the vendor until the residue of the said sum of 30,0007. has been paid, at the rate of 5 per cent. per annum, as from the time for completion to the time of actual payment. And, unless within six calendar months from the first allotment of the company's shares, the whole of such residue has been paid, the company may at any time thereafter satisfy the balance thereof, then remaining unpaid, by issuing to the vendor or his nominee fully-paid up shares to be regarded as of par value (or the balance shall therefore immediately become payable in cash).

4. If at the time for completion less than shares shall have been When transfer to be effected. taken up, then upon payment of the amount hereinbefore made payable at the time for completion, and upon the allotment of the said 2,000 shares, the vendor will transfer the property to the company in accordance with clause of the preliminary contract.

day of

at least

5. [As in Form 12, cl. 2.] B. discharged. 6. Unless before the shares in the Power to company shall have been applied for by responsible persons, either of rescind. the parties hereto, of the first and third parts, may by notice in writing to the other, annul the sale, and thereupon the preliminary contract and these presents shall become void, save as regards this and the last preceding clause hereof.

contract.

6. Before any fully paid-up shares are issued under this agreemt a Filing proper contract shall be filed with the Registrar of Joint Stock Companies. IN WITNESS, &c.

[Add schedule containing copy of preliminary contract.]