agent (). 18. For further effectuating this agreemt, the sd Messrs. Power of B. & Co. do hby appoint the sd A. to be the attorney of attorney to of the sd firm, and of the psons or pson for the time being constituting the same or carrying on the sd business, for them or him, and in their or his names or name to demand, sue for, recover and receive, and give effectual receipts and discharges for all such sum or sums of money as shall be due from any pson or psons in or elsewhere, for or on account of any goods or merchandise sold by the sd A. as afsd, and generally to do all such acts and things as may be necessary or proper in relation to the matters afsd (but subjt nevertheless to the stipulations and agreemts hinbefore contd as to compromising claims and otherwise), with power to the sd A. to appoint a substitute or substitutes under him for any of the purposes last afsd, or for any matters relating to the sd agency business, with such powers as he shall think fit, and such appointmt at pleasure to revoke, and the sd Messrs. B. & Co. hby agree to ratify and confirm whatsoever the sd A. or his substitute or substitutes shall lawfully do or cause to be done in and about the premes. tion. 19. In case any question or dispute shall at any time Arbitra. during the continuance of the sd agency, or afterwards, arise between the sd A., his exs or ads, and the sd firm of B. & Co., or any pson or psons who is or are now or hereafter shall be a member or members thereof (and whether such pson or psons resply shall or shall not then continue to be a member or members thereof), with respect to the construction or effect of these presents or the rights or liabilities of any pson or psons hereunder or otherwise in relation to the premes, such question or dispute shall be referred, &c. Arbitration clause. See ARBITRATION. Guarantee to be continuing. Full form of guarantee. IX. GUARANTEE to BANKERS (a). TO MESSRS. In conson of your [opening an account with and] making advances or otherwise giving credit (b) to A., of, &c., I hby guarantee to you the paymt of all moneys which [are now (c) or] shall at any time be due to you from the sd A. or his representatives on the general balance of his account with you not exceeding £ (d): AND I declare that this (a) See also the heading BONDS. (b) See Burton v. Gray, L. R. 8 Ch. Ap. 932. (c) See Morrell v. Cowan, 7 Ch. D. 151. (d) See Hobson v. Bass, L. R. 6 Ch. Ap. 792 ; Ellis v. Emmanuel, 1 Ex. D. 157. The following is a full form, which may be substituted for the clause in the text: "In conson, &c., I, the undersigned B., of, &c., hby guarantee to you the paymt of all moneys which are now or shall from time to time be due to you from the sd A. or his representatives, alone, or jointly with any other pson or psons, or co, either on account current or for money advanced or paid, or in respect of bills, drafts, notes, or other negotiable secs made, drawn, accepted, advised, endorsed, or paid by you or on your account for the sd A. or his representatives alone or jointly as afsd, and also of all moneys which you may from time to time be or become. liable to pay in respect of any bills, letters of credit, circular notes, or any other dealing or transaction on account, or for the accommodon or benefit of the sd A. or his representatives, alone or jointly as afsd, inclusive of interest, commission, and other usual or lawful bankers' charges, and all costs and expenses incurred by you in respect of the premes, or this guarantee, and inclusive also of interest at any rate not exceeding (unless otherwise agrd) the Bank of England rate guarantee shall be a continuing guarantee (e) to the extent at any time of £, and shall not be considered as wholly or partially satisfied by the paymt or liquidation at any time or times hereafter of any sum or sums of money for the time being due upon such general balance as afsd, but shall extend to cover and be a secy for all future sum and sums of money at any time due to you thereon within the limit afsd, notwithstanding any such paymt or liquidation: AND I Power to give time further declare that you may grant time or other indulgence and comto or compound with the sd A. or his representatives, or any pound. pson or psons or co liable on any bill, note, or other secy or guarantee held by you without affecting this guarantee, and that all dividends, compositions, and paymts received by you from the sd A., or any other pson or psons or co so liable, or his or their este, shall be taken and applied as paymts in gross, without any right on the pt of me or my representatives to stand in your place in respect of, or to claim the benefit of any such dividends, compositions, or paymts, or any secy held by you until you shall have received the full amount of all your claims against the sd A. or his representatives which are covered by this guarantee, and that this guarantee shall apply to and secure any ultimate balance which shall remain due to you within the limit afsd, and that you may enforce this guarantee, notwithstanding any bills or other instrumts covered by it may be then that of interest for the time being, or five per cent. per annum if the Bank rate shall be below that rate, to be calculated with half-yearly rests, according to the usual custom of bankers, although the relation of customer and banker may have ceased, so as the liability of me or my representatives hereunder shall not exceed at any one time the sum of £, with interest thereon at the rate of £ per cent. per annum from the time of notice requiring paymt of the amount hby guaranteed being given as hinafter mentd." Death of guarantor not to Account settled between and bank in circulation or outstanding (ƒ). AND I further declare or change that this guarantee shall not be affected by my death (g), in partners but shall remain in force until one calendar month after invalidate notice in writing to determine or discontinue the same shall guarantee. be given to you by me or my representatives, and shall continue to be binding, notwithstanding any changes which may from time to time take place in the ptners in your firm. AND I further agree that any account settled or stated by or between you and the sd A. or his representatives, or admitted customer by him or them, may be adduced by you and received as to be bind. conclusive evidence against me and my representatives of ing. the balance or amount thby appearing due from the said A. or his representatives to you, and shall not be disputed or questioned by me or my representatives. AND I further agree that the amount hby guaranteed shall be due and payable to you at the expiration of days after notice requiring such paymt shall have been delivered or sent through the post by registered letter in the usual way by you or your solors to me or my representatives without the necessity of naming them. As witness my hand this day of Amount guaranteed to be due on notice. (f) See, as to this clause, Midland Banking Company v. Chambers, L. R. 7 Eq. 179, 4 Ch. Ap. 398; Hobson v. Bass, L. R. 6 Ch. Ap. 792; and as to companies, see Gray v. Seckham, L. R. 7 Ch. Ap. 680; Erp. National Provincial Bank, 17 Ch. D. 98; and the Judicature Act, 1875, s. 10. () As to the effect of the guarantor's death, see Harris v. Fawcett, L. R. 15 Eq. 311, 8 Ch. Ap. 866; Lloyd's v. Harper, 16 Ch. D. 290. X. GUARANTEE by DIRECTORS of a COMPANY to BANKERS for limited amounts (a). In conson of your agreeing to grant to the X. Co Guarantee. Limited, at our request a credit overdraft to the extent of £, we, the undersigned, hby guarantee to you the paymt of all moneys which shall at any time be due from the sd X. Co to you on the general balance of their account with you (such balance to include all interest, commission, and other charges and expenses which you may in the course of your business as bankers charge in respect of any advances or discounts made to them or on their account, or for keeping their sd account with you), and we hby agree that this guarantee shall be a continuing guarantee to the extent. at any one time or times hereafter of any sum or sums of money for the time being due upon such general balance as afsd AND further that this guarantee shall be in force. and subsisting whether the whole of the sd sum of £shall be advanced by you or not (b). Power to give time, &c., as in last form. PROVD always and we Limit of expressly stipulate that we shall resply be liable on this guarantee only to the extent of the sums set opposite to our respive names in the schedule hereto: AND Provision further that if, during the continuance of this guarantee, &c., of any for death, any of us shall die or shall cease to be a Director or Di- guarantor. rectors of the sd X. Co Limited, and if that Co shall be unable to substitute a guarantor or guarantors in his or their place who shall be satisfactory to you, then the sd Co VOL. I. (a) See notes to the last Precedent. (b) See Burton v. Gray, L. R. 8 Ch. Ap. 932. E liability. |