writing, require

ever shl be made for extra work & materials (but such extras shl be considered as done for the satisfon of the builders), unless bfe the same are done or provd, the pchasers by writg under the hand of one of their dirors & their secretary direct such extras to be done or provd, & agree to the extension of Purchasers time & increase of cost to be allowed in respt thof. THE may, by pchasers shl be at liberty to require any alterons or addons to be made in or to the vessels, engines, boilers, or machy [provd such alteron or addon does not injuriously affect the genl intention and design of the sd specificon &], provd they do so in writg under the hand of one of their dirors & their secretary, in wch case the terms & prices of such alterons & addons, & the extension of time (if any) to be allowed in respt thof shl be agrd upon in writg, & this agrmt shl thenceforth take effect as varied by such supplemental agrmt.

alterations.

Trial trips.

Extension

case of

strike or delay in payment

of any in

stalment (a).

9. THE trial trips shl be [betn the ports of & — & shl be] at the risk & expse, in all respts, of the builders, who shl find the crew necy for the safe navigon of the vessels & for the engine departmts on such trial trips, & the coals & engine stores, & also the marine insurce on such trials, & no delivery shl be considered complete until after a trial satisfactory to the pchasers' engineer or surveyor.

10. In the event of a strike or lock out of workmen takg of time in place in the district & extendg to the builder's yard, or any other place where the materials for the sd vessels or the machy thof are prepared, or in case the hours of labour of the workmen employed by the builders shl be reduced below those at psnt customary in their works, so as to interfere with the constron of the sd vessels, & provd that notice in writg of such strike or lock out or redon in the hours of labour shl be immedly given by the builders to the pchasers at their office in, or in case of any delay takg place in the paymt of any instalmt of the pchase moy, the builders shl be allowed one day's extension of time for the bldg & complon of the sd vessels for each day of strike or lock out or delay in paymt, or, in case of such redon in the hours of labour as afsd, shl be

(a) As to the meaning of the word "strike," see Stephens v. Harris, 56 L. J., Q. B. D. 516.

allowed a pper extension of time to be settled in case of diffce

by a referce as hinafter provd.

in case of default in

11. In the event of any instalmt of the pchase moy remaing Provisions unpd for fourteen days after the same is due, the builders shl be entled to intt thron at £2 p.c. p.a. over the current Bank payment of purchase of England rate, & shl be at liberty to sell the vessel upon money. wch such instalmt may be overdue, as she may then lie, with the engines, boilers, & machy, or may complete her & sell her after complon by public auction or private contract, & any loss on such resale shl be made good by the pchasers, & any balce of the proceeds of such sale wch may remain after satisfyg all claims of the builders shl be pd to the pchasers. 12. In the event of any defective work or material being Defective discovered in the sd vessels, or eir of them, or the engines, boilers, or machy thof within six months after the same shl have been delivered to the pchasers, wch shl be proved by them to have existed at the time of such delivery, then & in such case the same shl be repaired & replaced by the builders or at their expse, but this shl not include consequential damage or any extra cost beyond the expse of such repairs if the same were done in the United Kingdom.

13. Arbitron Clause. See ARBITRON.

IN WITS Whof the sd pties hto of the first pt & one of the dirors & the secretary of the sd — Co Limd have hrunto set their hands, or, "the sd pties hto of the first pt have hrunto set their hands & seals, & the sd Co Limd have hrunto affixed their common seal" the day & yr first above written.

work.

V.

AGREEMENT, engaging a MANAGER of a BUSINESS, or
other OFFICER to be paid a SALARY, and a PERCENTAGE
on the GROSS RETURNS or PROFITS. VARIATIONS,
where he is to go ABROAD.

PARTIES, A., principal, 1; B., manager, 2.

1. THE sd B. shl durg the term of hrof, if both pties shl so long live, & the sd A. shl continue

K.E.-VOL. I.

Engagement of B.

yrs from the date

as manage for a term.

Manager to

proceed abroad.

To keep accounts,

and pay

over

moneys.

To be paid a salary.

And percentage

on gross returns.

Or on net profits.

to carry on the business of, [at, in India], whether
alone or in ptnp with any other pson or psons, serve the sd
A. as manager, or "superintendent," or "foreman ” [at
afsd] of the sd business, & shl give his whole time & atten-
tion to the sd business (b), & shl use his best endeavours to
improve & extend the same, & shl in all respts diligently &
faithfully obey & observe all lful orders and instrons of the
sd A. in relon to the conduct of the sd business, & shl not,
witht his consent, divulge any secrets or dealgs relatg thto.
[2. THE sd B. shl when required by the sd A. proceed to
by, his boat & railway fares, hotel & other expses
on the journey being pd by the sd A.]

3. THE sd B. shl, whenever required by the sd A., render to him a full acct of all dealgs & transons in the sd business, & shl keep at the place of business at pper books of acct, contg entries of all moys reced & pd, and all goods bought, or reced, or sold, or delivered out, & all parlars relative thto, & other mres necy to show the state of the sd business, & shl duly acct for all moys & secs belongg to the sd A., wch shl come into the hands or power of the sd B., & forthwith pay the same to the sd A., or to the bankers for the time being of the sd A. to his credit, except only such moys as the sd B. shl be authorized by the sd A. to retain for the immediate requirements of the sd business.

4. THE sd. A. shl pay to the sd B. durg the continuce of his engagemt & provd he shl duly observe & pform the agrmts hrin on his pt contd, the salary of £ p.a., by equal qtrly paymts, on the day of

&c., [on the usual qtr days] income-tax, the first paymt next: [AND shl also pay sum as shl be equivalent

in each yr, witht any dedon except
to be made on the day of
to the sd. B. every yr such further
to [10] p.c. on the gross returns of the sd business [at —],
witht deductg intt upon capital, rent, rates, taxes, repairs,
wages, or other outgoings or expses, but witht takg into acct
bad or doubtful debts, or, "as shl be equivalent to [10] p.c. on
the net profits, if any, derived from the sd business," such

(b) That in the absence of a negative stipulation the manager could not be restrained by injunction from giving part of his time to another business, see Whitwood Chemical Co. v. Hardman, [1891] 2 Ch. 416.

last-mentd yrly paymts to commce, & be calculated, as from

in each yr]. AND a proportionate pt of the sd salary of £ shl be pd up to the death or terminon of the engagemt of the sd B. from the last precedg day of paymt [togr with a sum equivalent to [10] p.c. on the gross returns, or, "net profits," wch shl have arisen from the sd business since the

day of then last past].

accounts.

[5. WITH a view to the ascertaing of the amt of such further Annual sum as afsd, the accts of the sd business shl be made up by, or under the diron of, the sd A. every yr on the

day of

& also on the day on wch the engagemt of the sd B. shl terminate, or as soon after each such day as may be, & a pper balce-sheet thof shl be made out & furnished as soon as may be to the sd B., & shl, on being verified by a statutory declon of the sd A., or of some pson who shl have been employed by him to make up the sd acct, be bindg & conclusive upon the sd B.]

ment not

[6. NOTHING hrn contd shl be construed as in any sense Agreecreatg a ptnp betn the sd A. & B.,.or as givg to the sd B. any to create a of the rts or renderg him subjt to any of the liabilities of a partnership (c). ptner except such a rt to an acct of the gross returns [net profits] of the sd business as shl be necy for the ppose of ascertaing the amt of any further sum payable to him as afsd, in case such amt shl not be ascertained & verified in mner hinbfe provd.]

or else

lodging.

7. THE sd B. shl also durg the continuce of his engagemt be Board and provd by the sd A. with a suitable residce at where, free from rates & taxes, or, "with good & sufft meat, drink, lodging, washg, & fuel, & shl, if required by the sd A., reside in the house in wch the sd business is now, or shl for

(c) This agreement would not create a partnership even as the law stood before Bovill's Act, 28 & 29 Vict. c. 86, s. 2, which has been repealed, but, in effect, re-enacted by the Partnership Act, 1890, 53 & 54 Vict. c. 39, s. 2 (3). As to sharing gross returns, see s. 2 (2). Even an agreement to share profits and losses did not necessarily constitute a partnership, if on the whole agreement it appeared that the person so sharing was not intended to be a partner, but only an employé or servant: Walker v. Hirsch, 27 Ch. D. 460. As to an agreement to share profits creating a partnership, see, before the late Act, Badeley v. Consolidated Bank, 38 Ch. D. 238; Lindley on Partnership, pp. 23–76; and after the Act, Davis v. Davis, [1894] 1 Ch. 393.

As to what creates a

partner

ship.

Termination by notice.

the time being be carried on, & shl in that case have the use rooms thrin, free from all rent, rates, & taxes in respt

of

thof."

8. EIR of the pties hto may terminate the engagemt of the sd B. at any time bfe the expiron of the sd term of yrs, on givg, or sendg by post in a registered Ire to the other pty, six calr months' notice in writg, such notice to be given or sent to the sd A. at his usual place of abode or business in England, & such notice to be given or sent to the sd B. at his usual place of abode, or at the countg-house at wch the sd business shl then be carried on [in India], & upon the expiron of six calr months from the date of such notice being given or Or on pay posted, the sd engagemt shl determine: PROVD always that the sd A. terminate the sd engagemt at any time on paying may to the sd B. in lieu of such notice as afsd, six calr months' salary in advce [with a further sum in lieu of such percentage as afsd, for such six months, equal to the sum wch became payable by way of percentage for the then last precedg six months, for wch accts shl have been made out as afsd].

ment of six

months' salary.

Provision

for default

city of manager. Power to suspend,

or determine.

9. Ir the sd B. shl at any time wilfully neglect or refuse, or or incapa from illness or any other cause, become or be unable to pform any of the duties devolvg upon him under this engagemt, it shl be lful for the said A. to suspend the salary [and further sum by way of percentage] of the sd B. durg such neglect, refusal, illness, or inability as afsd: AND further, it shl be lful for the said A. in the event of such refusal or neglect of the sd B. or his becomg incapacitated by illness or orwise, immedly to terminate the engagemt of the sd B. witht givg any such notice, or makg such paymt in advce as is provd for in clause 8. [10. THE sd A. shl pay the boat & railway fares, hotel & other expses of the journey of the sd B. on his return to England in any of the follg events—

Expenses of return

journey to be paid.

On termi

notice,

First. If the sd A. shl terminate the engagemt of the sd B. nation by by notice psuant to the 8th clause, & the sd B. shl start on his journey to England within three calr months from the expiron of such notice.

or in case of illness,

Second. Ir the sd A. shl terminate the engagemt of the sd B., psuant to the 9th clause, in consequce of the illness of the sd B., & such illness shl not have been occasioned by the fault of the sd B., & the sd B. shl start on his journey to England