business at, &c., under the style or firm of A. & Co] I hby guarantee to you the paymt of all moys wch [are now (c) or] shl at any time be due to you from the sd A. or his repves [A. & Co] on the genl balce of his [their] acct with you not exceedg with intt thron at the rate of tinuing. p.c. p.a. from the time of notice requirg paymt of the amt hby guaranteed being given as hinafter provd (d): AND I declare that this to be conguarantee shl be a continug guarantee (e) to the extent at any time of £, & shl not be considered as wholly or partially satisfied by the paymt or liquidon at any time or times hrafter of any sum or sums of moy for the time being due upon such genl balce as afsd, but shl extend to cover & be a secy for all future sum & sums of moy at any time due to you thron within the limit afsd, notwg any such paymt or liquidon: AND Power to (c) See Morrell v. Cowan, 7 Ch. D. 151. (d) See Hobson v. Bass, 6 Ch. 792; Ellis v. Emmanuel, 1 Ex. D. 157. The following is a full form, which may be substituted, mutatis mutandis, for the clause in the text to this point : "IN conson, &c., I, the undersigned B., of, &c., hby guarantee to you the paymt of all moys wch are now or shl from time to time be due to you from the sd A. or his repves, alone, or jtly with any other pson or psons, or Co, either on acct current or for moy advced or pd, or in respt of bills, drafts, notes, or other negotiable secs made, drawn, accepted, advised, endorsed or pd by you or on your acct for the sd A. or his repves alone or jtly as afsd, & also of all moys wch you may from time to time be or become liable to pay in respt of any bills, letters of credit, circular notes, or any other dealg or transon on acct or for the accommodon or benefit of the sd A. or his repves, alone or jtly as afsd, inclusive of intt, commission, & other usual bankers' chges, & all costs & expses incurred by you in respt of the premes, or this guarantee, & inclusive also of intt at any rate not exceedg (unless orwise agrd) the Bank of England rate for the time being, or five p.c. p.a. if the Bank rate shl be below that rate, to be calculated with half-yrly rests, accdg to the usual custom of bankers, although the relon of customer & banker may have ceased, so as the liability of me or my repves hrunder shl not exceed at any one time the sum of £ with intt, &c., as in the text. (e) See Ellis v. Emmanuel, 1 Ex. D. 157. Full form of guaran tee. give time and com pound. Death of guarantor I further declare that you may grant time or other indulgce to or compound with the sd A. or his repves [A. & Co], or any pson or psons or Co liable on any bill, note, or other secy or guarantee held by you witht affectg this guarantee, & that all divds, composons, & paymts reced by you from the sd A. [A. & Co], or any other pson or psons or Co so liable, or his or their este, shl be taken & applied as paymts in gross, witht any rt on the pt of me or my repves to stand in your place in respt of, or to claim the benefit of any such divds, composons, or paymts, or any secy held by you until you shl have reced the full amt of all your claims agst the sd A. or his repves [A. & Co] wch are covered by this guarantee, & that this guarantee shl apply to & secure any ultimate balce wch shl remain due to you within the limit afsd, & that you may enforce this guarantee, notwg that any bills or other instrumts covered by it may be then in circulon or outstandg (a): AND I further or change declare that this guarantee shl not be affected by my death, in partners but shl remain in force until one calr month after notice in invalidate writg to determine or discontinue the same shl have been given guarantee to you by me or my repves, & shl continue to be bindg, notwg any changes wch may from time to time take place in the ptners [in the sd firm of A. & Co or] in your firm: AND I further agree that any acct settled or stated by or betn you & the sd A. or his repves [A. & Co], or admitted by [him or] them, may be adduced by you & reced as conclusive evidce agst me & my repves of the balce or amt thby appearg due from the sd A. or his repves [A. & Co] to you, & shl not be disputed or questioned by me or my repves. AND I further agree that the amt hby guaranteed shl be due & payable to you at the expiron of days after notice requirg such paymt shl have been delivered or sent through the post by registered letter in the usual way by you or your solors to me or my repves witht the necessity of namg them. As wITS my hand this day of not to (b). Account settled between customer and bank to be binding. Amount guaranteed to be due on notice. (a) See as to this clause, Midland Banking Company v. Chambers, 7 Eq. 179, 4 Ch. 398; Hobson v. Bass, 6 Ch. 792; and as to companies, see Gray v. Seckham, 7 Ch. 680; Exp. National Provincial Bank, 17 Ch. D. 98. (b) In the absence of agreement to the contrary, the guarantee would be revoked as to any future transactions by a change in the constitution of the firm of A. & Co., or of the firm of bankers; Partnership Act, 1890 (53 & 54 Vict. c. 39), s. 18. XIII. GUARANTEE by DIRECTORS of a COMPANY to BANKERS TO THE for limited amounts (c). BANK LIMD. In conson of your agreeing to grant to the X. Co Limd., at Guarantee. our request, a credit overdraft to the extent of £, we, the undersigned, hby guarantee to you the paymt of all moys wch shl at any time be due from the sd X. Co to you on the genl balce of their acct with you (such balce to include all intt, commission, & other chges & expses wch you may in the course of your business as bankers chge in respt of any advces or discounts made to them or on their acct, or for keepg their sd acct, with you), & we hby agree that this guarantee shl be a continuing guarantee to the extent at any one time or times hrafter of any sum or sums of moy for the time being due upon such genl balce as afsd: AND further that this guarantee shl be in force & subsistg whether the whole of the sd sum of £shl be actually advced by you or not (d). Power to give time, &c., as in last form. PROVD always & we exply stipulate that we shl resply be liable on this guarantee only to the extent of the sums set opposite to our respve names in the schdle hto: AND further that if, durg the continuce of this guarantee, Provision any of us shl die or shl cease to be a Diror or Dirors of the sd &c., of any X. Co Limd, & if that Co shl be unable to substitute a guarantor guarantor. or guarantors in his or their place who shl be satisfactory to you, then the sd Co may pay to you the amt wch in the sd schdle shl be set opposite to the name or names of the pson or psons who shl so die or cease to be a Diror or Dirors as afsd, & such paymt shl be accepted by you in full satisfon of all claims agst such pson or psons in respt of this guarantee. Dated, &c. Limit of liability (e). for death, Recital of guarantee. XIV. AGREEMENT between DIRECTORS of a COMPANY in respect of a GUARANTEE given by them for the COMPANY (a). AGRMT made, &c., betn six pties: WHAS by a guarantee bearg even date hwith the sd sevl psons pties hto have guaranteed to the Bank certn sums set opposite to their respive names in the schdle to the sd guarantee as secy for the X. Co, of wch the pties hto are the psnt Dirors: AND WHAS with a view to provide for the contingency of their ceasg to be Dirors of the sd X. Co, they have agrd betn themAgreement selves in mner hinafter appearg: NOW THESE PSNTS WITNESS, that each of the sd pties hto doth hby agree with the others of them jtly & sevlly as follows: for release of any guarantor dying or ceasing to be director. On payment up of his shares. 1. If at any time durg the continuce of the sd guarantee, any one or more of the pties hto shl die or shl (except by ceasg to hold the necy qualificon as Diror or in consequce of anything done or permitted by him or them contrary to his or their duty) cease to be a Diror or Dirors of the sd X. Co, then the other pties hto, or such of them as shl for the time being be Dirors of the sd X. Co, will forthwith procure the sd Bank to rele the sd pty or pties so dying or ceasg to be a Diror or Dirors, & his or their estes & effects, eir by procurg the sd Bank to accept a substitute or substitutes as guarantor or guarantors in his or their place, or by paymt to the sd Bank of the sum set opposite to the name or names of such pson or respive psons in the schdle to the sd guarantee: PROVD ALWAYS that the liability to procure such rele shl not arise until paymt to the sd X. Co shall have been made by the repves of the pson or psons so dying, or by the pson or psons so ceasg to be a Diror or Dirors of the amt for the time being uncalled or unpd upon the shares standg in the name or names of the respive pson or psons so dying or ceasg to be a Diror or Dirors, if the then existg Dirors of the sd X. Co shl require such paymt to be made. IN WITS, &c. (a) See last Precedent. XV. AGREEMENT between an AUTHOR and a PUBLISHER for PARTIES, A., author, 1. B., publisher, 2. WHAS the sd A. has written a book to be entled : NOW Sale of IT IS HBY MUTUALLY AGRD that the sd B. shl pchase the copyright of the same on the follg terms: copyright. 1. THE sd B. shl bear the whole expse & risk of the paper Expenses. & printg the sd book, & the publicon thof. author. 2. THE sd B., his exs, ads, or assns, shl pay to the sd A. Payment to the sum of £- for the first edon of the sd book, when copies shl have been sold, & for the second & for every future edon the sum of £- to be pd three months after the day of publicon, no edon to exceed copies & copies of each edon to be supplied gratis to the author, and any number of copies at trade price. 3. THE sd A. shl revise any new edon of the sd work, & New edicorrect the proofs. tions. for death, &c., of 4. In case of the death of the sd A. or his inability to edit Provision the sd work, the sd B., his exs, ads, or assns, shall be at liberty to employ such editor as he or they may think fit, & author. after deductg the paymts to such editor, the balce, if any, of Power to pd to the sd A. or his repves. 5. In case copies of the first edon of the sd book shl not be sold within yrs from the date of publicon, the sd B. shl be at liberty to waste the same, & shl not be liable to pay the afsd sum of £ to the sd A. IN WITS, &c. waste first edition. |