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SALE OF BREWERY BY EXECUTOR AND TRUSTEE.
AGREEMENT by an EXECUTOR and TRUSTEE, and some PRECEDENT IV. of the persons beneficially interested for the sale of a BREWERY and its PLANT. The PURCHASE MONEY to be paid by INSTALMENTS, and SECURED on the Brewery, and on Property of the Purchaser. PURCHASER to be the TENANT of the Trustee, and to CARRY ON BUSINESS under his INSPECTION until completion of purchase. POWER of RESALE on PURCHASER becoming BANKRUPT, or FAILING to COMPLETE the purchase.
AN AGREEMENT, made, &c., between A. B., of, &c. 1. Parties. [executor and trustee], of the first part, C. D., of, &c., and
E. F., of, &c. [beneficiaries], of the second part, and G. H.,
of, &c. [purchaser], of the third part [Recites the will of a 2. Recitals of brewer, giving his lands, brewery, plant, fixtures, utensils, title. and chattels employed in his business to his executors and trustees, upon trust to carry on the business as long as they should think advisable, then to sell, and divide proceeds between his children who should attain twenty-one. Death of testator, and probate of his will. Business carried on by the executors for some time. Death of all the executors, except A. B. Testator's children, C. D. and E. F., attained twenty-one, the other children infants] AND WHEREAS a general account has been taken, and a valuation by competent appraisers has been recently made of the capital, plant, property, credits, and liabilities of the said business, and thereby the value of the said capital, property, and credits has been ascertained to be as follows (that is to say), the value of the plant (including therein the fixtures, horses, and utensils) is £, and the value of the book debts is £, and the value of the stock in hand of malt, hops, beer, and liquors is sufficient (but not more than sufficient) to satisfy the liabilities of the said business:
3. Valuation of brewery business and plant.
SALE OF BREWERY BY EXECUTOR AND
PRECEDENT IV. AND WHEREAS the said brewery, maltkiln, buildings, and hereditaments hereinafter described, and which form part of the said testator's estate, have been appraised by a competent valuer at the sum of £- - AND WHEREAS the said three sums last above mentioned make together a total of £: AND WHEREAS the said G. H. has offered to purchase the said maltkiln, buildings, and hereditaments, and the said capital, plant, book debts, property, and effects of the said business at the price and upon the terms from the time, and subject to the stipulations hereinafter mentioned and set forth: AND WHEREAS the said
4. Valuation of the buildings and land.
5. Purchaser's offer to buy
considered advantageous to
testator's estate. A. B., C. D., and E. F. are respectively of opinion that it will be advantageous to the said estate and to the interests of all persons interested therein, that the said offer should be accepted, rather than that the said brewery, maltkiln, buildings, hereditaments, capital, and property should be sold in strict accordance with the trusts of the said will, and with the duties of the trustee and executor thereof: NOW THESE PRESENTS WITNESS, and it is hereby agreed as follows:
7. Agreement for sale.
8. Purchaser to accept such title as vendor has.
1. The said A. B. shall sell, and the said G. H. shall purchase, at the price of £, all the capital, plant, fixtures, stock in trade, property, goods, chattels, rights, credits, and effects of the said testator, now in or belonging to the said brewery and business; and also all that brewery, with the maltkiln, land, and buildings belonging thereto, situate, &c., with the land, yards, and stables. belonging thereto, as the same were lately held and occupied by the said A. B., and are now occupied by the said G. H., and with the rights, easements, and appurtenances thereto belonging.
2. The vendor shall, at the costs of the testator's estate, furnish to the purchaser at his request an abstract of the title to the said premises, as perfect as, and will verify the title as far as, the materials in the possession of the vendor will enable him to do so, and the purchaser shall accept the title so shown and verified, without making any objection thereto or requisition
SALE OF BREWERY BY EXECUTOR AND
3. The said sale and purchase shall be considered as PRECEDENt IV. having been made on, and shall take effect as from the day of last, and as from that day the purchaser shall (subject as hereinafter mentioned) have possession of the said premises hereinbefore agreed to be sold.
9. Date from
which sale is to
10. Purchase money to be paid say), by instalments.
4. The purchaser shall pay the whole of the said purchase-money to the vendor, or to other the trustee or trustees for the time being of the said will by the instalments and in manner following (that is to at the least, the sum of £ next, the sum of £ on the
the last of such payments to be made on the
5. In the meantime and until the whole of the said purchase-money shall be paid and satisfied, that is to say, until the the purchaser shall hold the said hereditaments, plant, fixtures, premises, and effects hereby agreed to be sold as tenant to the vendor, or other the trustee or trustees aforesaid, at the respective yearly rents hereinafter mentioned, that is to say, for the first
year, computed from the day of last, the yearly
6. In case the rent which shall be paid in any year under the last condition shall exceed 5 per cent. per annum upon the amount of purchase-money which shall in any such year for the time being remain unpaid, such excess shall go and be applied in reduction pro tanto of the principal of such purchase-money; and in case all rent and interest hereby agreed to be paid shall be fully paid and satisfied before the said day of, the tenancy of the said premises shall, from the time of such
PRECEDENT IV. payment and satisfaction, determine, and all further payment of rent in respect thereof cease.
SALE OF BREWERY BY
7. In case default shall be made in payment of any of the aforesaid instalments of purchase-money, or any part thereof respectively, on any of the days appointed for in arrear to carry payment thereof, the purchaser shall pay interest at the rate of 5 per cent. per annum on the amount in respect of which such default shall be made, from the time at which the same is hereinbefore agreed to be paid until payment thereof.
14. Purchaser, if required, to take
give a mortgage of the property,
to secure unpaid purchase-money.
8. The purchaser shall, at the request of the vendor, a conveyance and or other the trustee or trustees aforesaid, but at his own costs, accept and take a conveyance of the hereditaments and fixed plant hereby contracted to be sold, and forthwith on the execution of such conveyance (if any part of the said purchase-money shall remain unpaid), execute and deliver to the vendor or other the trustee or trustees aforesaid, a mortgage of all the hereditaments, plant, fixtures, effects, and premises hereby agreed to be sold, and such mortgage shall contain powers of sale, and thereby the purchaser shall attorn and become and hold as tenant all the mortgage premises at the respective yearly rents hereinbefore mentioned, and such mortgage shall contain all such covenants and other clauses, provisions, and powers for securing the said purchase-money, rents, and interest, and otherwise effectuating these presents as the vendor or other the trustee or trustees aforesaid being of the said will, or his or their counsel, shall require.
15. Purchaser to
to the best of his
16.-devote his whole time to
9. In the meantime, and until completion of the purchase and the payment of the whole of the purchasemoney, rents, and interest hereby agreed to be paid, the purchaser shall to the best of his skill and ability carry on the said brewery, and the business connected therewith, to the best advantage, and maintain and keep the plant of such brewery (including as aforesaid), of the value of £at the least.
10. Until the sum of £ shall have been paid on account of the said purchase-money of £, the
SALE OF BREWERY BY EXECUTOR AND TRUSTEE.
purchaser shall devote the whole of his time and atten- PRECEDENT IV. tion to the carrying on of the said brewery and business, and keep proper and regular books, and correct accounts, and make all necessary entries therein for clearly showing the true state and condition of the said brewery concern, and whether the same is being carried on to a profit or at a loss, and to what extent of profit or loss, and shall not be in any manner concerned in or connected with any other trade, business, or occupation.
11. Until the whole of the purchase money shall have been paid the purchaser shall take and retain yearly, for his maintenance, out of the net profits of the said brewery and business, which shall remain after payment of the aforesaid rents, interest, and instalments, the sum of £—, by four quarterly payments, the first of such quarterly payments to be considered as having become due on the ——— day of —, and shall not withdraw from the said concern more than the said sum of £annually, But the residue of such profits (if any) shall, if not applied in or towards satisfaction and discharge of the said purchase-money and the interest thereof, be retained in the said business for the purpose of more advantageously carrying on the same.
17. and draw
only a fixed
to be under
12. In the meantime, and until the completion of 18. Until comthe purchase and the payment of the whole of the said pletion, business purchase-money and interest, the business shall, except vendor's control. as to the appropriation of profits, be, mutatis mutandis, carried on under the same style and firm, and in the same manner, and the vendor and other the trustee or trustees aforesaid for the time being of the said will shall retain the same possession and property in the premises hereby agreed to be sold, and have the same right and power to inspect, interfere in, and control the conduct and management thereof, as he and they would have had if the purchaser were merely his or their agent managing the said business, and no contract for a sale thereof to him had been made, and as if the purchaser was bound to devote his whole time and attention to the management thereof.