secured by half-yearly instalmts of principal amounting to £

mortgage

or trust deed.

Considera

annuity

for ven

dor's life

&c.

each, payable on the

day of

and the

day

of in each year, the first to be paid on the sd
day of
with the addition to each instalmt of the
interest on the portion of the pchase-money remaining un-
paid, but if the pchaser shall make default in paymt of any
of such instalmts of principal or interest or any pt thof for
thirty days after the same shall have become due, the whole
of the unpaid instalmts of the sd pchase-money, with the
interest thereon, shall become immediately due and payable,
[and the paymt of the unpaid instalmts and interest shall be
secured, by mortgage, &c., as in last form, or, "The pchase
shall be completed on the -day of on which day or
as soon thereafter as may be, on paymt of the portion of the
pchase-money which shall have become payable, with the
interest due up to that time, the vendor will execute a
proper assurance of the premes to trees, one to be nominated
by the vendor and the other by the pchaser, upon usual
trusts, by sale or mtge or otherwise, for securing the due
paymt of the instalmts of pchase-money remaining unpaid,
with interest as afsd, and subjt thto in trust for the pchaser,
such assurance to be prepared by the solor of the vendor
at the expense of the pchaser, and to contain all such trusts,
powers, and provons as in case of dispute the counsel of the
vendor shall advise."]

mencing from the

IV. THE Conson for the sd sale shall be an annuity, or tion an yearly sum of £, during the life of the vendor, comday of -, and payable to him secured by by equal quarterly paymts, clear of all deductions, except mortgage, income-tax, the first paymt to be made on the -day of next, in case the vendor shall be then living, and the paymt of such annuity shall be secured, by mortgage, &c., as in form II., or, "by the pchase of an annuity of like amount from the Government or the Co for the life of the vendor, which shall be accepted as sufficient, without any lien or charge upon the sd hereds and premes, or any other secy."

tion or in

crease in

V. THIS contract shall not be vacated or affected by any Diminuloss or damage to the sd premes by fire (a), tempest, or otherwise, or any diminution or increase in the value thof from value. any cause whatever which may take place at any time. between the date hereof and the completion of the pchase.

business as

going con

purchaser taking on

debts and

VI. THE whole of the ppty, with the good will of the busi- Special provisions ness, is sold as a going concern, the pchaser taking upon on sale of himself the debts and liabilities of the vendor in pt paymt of the pchase-money, as hinafter mentd. The furniture, cern, the fittings, and fixtures in the shop and warehouse in Street, and the stock of manufactured articles at the factory, himself the and in the shop and warehouse, shall be taken and paid for liabilities. by the pchaser at a valuation. The sale shall include the book and other debts owing to the vendor, and the benefit of all orders and contracts remaining unexecuted at the time fixed for the completion of the sale, which shall resply in like mner be paid for by the pchaser at a valuation (due allowance being made for bad and doubtful debts). The amount of the debts owing by, and other liabilities of the vendor as they may exist at the time fixed for completion (such amount in case of difference to be ascertained by valuation), shall be allowed in reduction of the pchase-money. The pchaser shall take upon himself, and indemnify and secure the vendor against such contracts, debts and liabilities (the parlars thof being specified in a list or schedule), both by his personal covenant, and by a mtge and deposit of the title-deeds of the ppty sold, with proper powers, including power in case of default to take possion and sell the ppty, inclusive of the chattels which may for the time being be thereon, such mtge and indemnity to be prepared by and at the expense of the vendor, but not to be registered as a bill of sale.

VII. THE рchaser shall be at liberty at any time to enter Purchaser into possion of such pt of the sd premes as is in hand, but to be let such entry shall not be deemed to be an acceptance by him sion before

(a) See Rayner v. Preston, 14 Ch. D. 297, 18 Ch. D. 1.

into posses

completion.

Avoiding contract if title not approved, with pro

vision where purchaser has taken

possession.

Avoiding

title not

of the title, or a waiver of any objection or requisition which he may then, or, but for such entry, might thereafter have made in respect of the title or otherwise.

VIII. IF the counsel of the pchaser shall be of opinion that a good title cannot be made to the whole of the sa premes, and the defect of title is not such as is hinbefore made the subjt of compensation, the pchaser shall not be bound to complete the pchase as to any pt to which a good title can be made, but the contract shall at his option be wholly void, and the vendor shall thereupon repay to the pchaser the sd deposit of £, togr with all costs and expenses paid or sustained by him in the investigation of the title or otherwise in respect of the sd intd sale, but without any interest up to the avoidance of the contract or other compensation. And the said premes shall in such case be a secy to the pchaser for the repaymt of all such monies, with interest thereon, at the rate of £5 per cent. per annum from the time of the avoidance of the contract. [And in case the pchaser shall have entered into possion or rect of the rents and profits of the sd premes, or any pt thof, he shall immediately on the avoidance of the contract, or as soon thereafter as the monies due to him, as last afsd, shall have been duly paid or satisfied, give up possion of the sd premes to the vendor, and shall also account to him for the net rents and profits (if any) received by him, after deducting outgoings; but the pchaser, in case he shall have taken actual possion of the sd premes, shall not be liable to pay an occupation rent, or be entled to any allowance on account of outgoings or otherwise in respect thof.]

IX. IF the vendor shall fail to deduce a good title to the contract if whole of the sd premes according to this agreemt, and the approved, defect of title is not such as is hinbefore made the subjt of giving purchaser com- compensation, the pchaser shall not be bound to complete pensation the pchase as to any pt to which a good title can be made, or option to take but shall be entled at his option either to accept such title title. as the vendor may be able to make, or by notice in writing to the vendor to annul the contract, and thereupon to recover

from the vendor all costs and expenses paid or sustained by the pchaser in the investigation of the title, or otherwise in respect of the sd intd sale, togr with the further sum of £——————, as liquidated and ascertained damages for the breach of the contract on the pt of the vendor, and not as a penalty.

essence of

vendor.

x. IF the vendor shall not deliver an abstract of his title Time to the pchaser, or his solor, at or before the expiration of one contract on calendar month from the date hereof, or shall not deduce a default of good and marketable title to the sd premes [to the satisfon of the counsel of the pchaser] before the expiration of calendar months from the date hereof, then and in either of the sd cases this contract shall be wholly void [shall be voidable at the option of the pchaser, provd that such option be decld in writing to the vendor within one calendar month after the expiration of such last-mentd time], it being the intention of the pties hto that in such case time shall be of the essence of this contract, and the jurisdiction of any court to enforce the same wholly barred. And the vendor shall thereupon repay to the pchaser the sd deposit of £——, &c., see clause VIII., above.

essence of

of either

XI. IF the pchase shall not be in all respects completed Time on the sd day of then this contract for the pchase contract on of the sd premes shall, as against the pty through whose default neglect or default such non-completion shall have happened, party. be voidable at the option of the other pty, provd that such option be decld in writing to the pty in default within one calendar month after the sd day of, it being the intention of the pties hto that in such case time shall be of the essence of this contract, and the jurisdiction of any court to enforce the same wholly barred. And in such case all costs and expenses paid or sustained by the pty not in default in the deduction or investigation of the title or otherwise in relation to the premes shall be repaid to him on demand by the pty in default.

XII. AND for the due performance of the several stipu- Liquidated lations and agreemts hinbefore contd on the pt of the damages

on default

of either party (b).

Reserva

tion to

vendor of right of pre-emption in a certain event.

vendor and pchaser resply, each of them the sd pties doth hby bind himself unto the other of them in the sum of £, to be considered as liquidated and ascertained damages, and not as a penalty.

XIII. IN case the sd premes shall at any time hereafter during the lives and life of the vendor and the pchasers, and the children now living of the vendor, and the survivors and survivor of such psons, or within twenty-one years after the death of such survivor (c), cease to be used for the pposes for which the same were sold as afsd, the right or option of pre-emption or repurchase thof, at a valuation to be made by two indifferent psons, one to be chosen by each pty, or their umpire, shall be reserved and secured to the vendor, his hrs and assigns, the owner or owners of the este, or (in the event of such este having become severed or divided in ownership) the larger pt in value of such este, in mner following (that is to say), the pchasers, their hrs or assigns, shall forthwith, or as soon as may be after the sd premes shall cease to be used as afsd, make to the pson or psons last afsd an offer in writing of the right or option of repurchasing the sd premes at such valuation as afsd, which offer shall be open for acceptance for six calendar months from the time of the same being made (not being later than the expiration of such 21 years as afsd), and the pchasers, their hrs or assigns, shall not be at liberty to sell, let, or otherwise dispose of or deal with the sd premes or any pt thof, for any ppose save as afsd, unless such pson or psons shall decline such offer, or shall neglect or fail to accept the same within such time, but in the event of such offer being so declined or not accepted, the pchasers, their hrs or assigns, shall thenceforth be at liberty to sell, let, or otherwise dispose of or deal with the sd premes for such pposes as they may think

(b) See above, p. 219, note.

(c) As to the necessity for this restriction of the right of pre-emption, see London & South-Western Rail. Co. v. Gomm, Weekly N. 1882, p. 32; above, p. 282, note.