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VI. Sale of
8. If on account of any defect of title which the vendor
shall be unable to remove, it shall be found impossible to If purchase
complete the purchase before the not completed 18—, this agreement shall be absolutely void, and thereupon time, this
the vendor shall repay to the purchaser the sum of £ agreement to [i.e. the deposit], with interest at the rate of £
per annum as from the date of this agreement, until such avoidance as aforesaid thereof; but the purchaser shall not be entitled to any other compensation or payment whatever.
As Witness, &c.
THE SCHEDULE ABOVE REFERRED TO.
VII. AGREEMENT for the SALE of a LEASE
HOLD SHOP, FIXTURES, STOCK-IN-TRADE, and GOODWILL of a business—PURCHASE-MONEY to be paid by INSTALMENTS—Unpaid instalments to be secured by Purchaser's Bond and by Mortgage of the premises and fixtures, &c.
AN AGREEMENT made the day of Parties. 18—, BETWEEN (rendor], of &c. (hereinafter referred to as the
vendor), of the one part, and [purchaser], of &c. (hereinafter
referred to as the purchaser), of the other part: WHEREAS the lease of pre- vendor has for some time past carried on the trade or business
, in the city of —, at a shop [or manufactory] to which the vendor is entitled for the remainder of a term of years therein granted to him by a lease dated the
18—, and expressed to be made between [lessor] of the one part and the vendor of the other Witnesseth. part. NOW THESE PRESENTS WITNESS, and it is
hereby agreed and declared by and between the parties hereto
as follows, that is to say : Agreement 1. The vendor shall sell and the purchaser shall purchase for sale and purchase of
All that the shop [or manufactory] aforesaid, with the shop and
appurtenances, for the residue now to come of the said term, goodwill at fixed price; and at the yearly rent of £_reserved by the said lease,
and subject to the lessees' covenants and conditions therein
-; and all the trade, &c. at a
contained, TOGETHER with the goodwill (f) of the said trade or VII. Sale of
Shop and business, for the sum of £ payable as is hereinafter Goodwill, &c. mentioned: And also all the implements, utensils and fixtures
of fixtures, in and upon the said shop [or manufactory] and used or em- stock-inployed in the said trade or business of a
price to be stock-in-trade and book and other debts belonging and owing settled by
valuation. to the vendor respectively, and the benefit of all contracts and engagements relating to the said trade or business entered into between him and other persons for a sum to be determined by valuation in manner hereinafter mentioned.
2. The premises agreed to be purchased for a sum to be Valuation, determined by valuation shall be valued according to their how to bo respective values on the
next. The valuation shall be made by [referee), of &c. on behalf of the vendor, and by [referee), of &c. on behalf of the purchaser; and in case they shall not agree in their valuation, then by such umpire as the said referees shall, before proceeding to their reference, for that purpose appoint. If either of the said referees shall die or refuse to act, or become incapable of acting in the reference before the completion of the valuation, another referee shall be appointed in his place by the party who originally appointed the referee so dying, refusing or becoming incapable as aforesaid; and if the umpire so to be appointed as aforesaid shall die or refuse to act or become incapable of acting before completion of the valuation, the referees shall appoint another umpire in his place.
3. The purchaser shall pay a deposit of £ - upon the Payment of execution of this agreement. The remainder of the purchase. deposit. money shall be paid in manner hereinafter mentioned.
4. [Delivery of abstract of title to the “ leasehold” premises, ante, p. 403.]
(f) In this Precedent the intention is that the vendor shall not in
any way compete with the purchaser; see clause 8. Where the vendor is to be at liberty to carry on a similar business in the neighbourhood, a special clause enabling him to do so should be inserted in the contract: See Johnson v. Helleby, 34 L. J., Ch. 179, where the Court ordered the insertion in the advertised conditions for sale of a business the following stipulation : “This sale will give to the purchaser both the premises on which the business has been carried on, and the benefit to be derived from the habit of customers resorting to the said premises; but will not prevent persons formerly interested in the said business, or those who may represent them, from carrying on the same ness."
day of —
VII. Sale of 5. [Objections and requisitions on title, ante, p. 403.]
Shop and Goodwill, &c.
6. The purchaser shall pay the remainder of the purchasePayment of
money, including the sum which shall be determined by purchase and valuation as aforesaid, by the instalments and in manner valuation. Inoney by
following that is to say), one instalment of £ instal.
next, on which day the purchase shall ments (a).
be completed ; a second instalment of £
18—; a third instalment of £- - on the
, 18—, and the last instalment, being the balance remaining due after the payment of the said deposit and these instalments respectively, on the day of
18–. And the instalments for the time being remaining unpaid shall bear interest at the rate of £5 per cent., as from the said
7. On receiving from the purchaser the said instalment or to be exe
sum of £-, made payable on the said — day of cuted;
next as aforesaid (6), the vendor will make and execute a proper assignment of the premises to the purchaser, such assignment to be prepared by and at the expense of the purchaser, and to be left not less than
days before the completion of the purchase, for the approval of the solicitors of the vendor, at their office in Street, in the City of
aforesaid. to contain 8. The said assignment shall contain covenants by the covenants by vendor to recommend the purchaser to all the late or present vendor not to carry on same customers of the vendor; and not to trade or deal in the said business, &c.;
trade or business of a directly or indirectly, alone or in partnership with any person or persons whomsoever in aforesaid, or within
miles thereof, for the space of seven years from the said
day of next. to contain 9. The said assignment shall contain covenants by the covenants by purchaser for purchaser for payment of the said instalments, and of interest payment of
after the rate aforesaid on the instalments for the time being instalments, &c.
remaining unpaid, on the days hereinbefore appointed for payment thereof respectively; and also a proviso that if any instalment or interest, or any part thereof respectively, shall be in arrear, and unpaid after thirty days from the days herein before appointed for payment thereof respectively, then
(a) The days for payment of the several instalments will be fixed at intervals of one year.
(6) That is to say the first instalment.
day of give bond,
the whole of the purchase-money (including the said sum to VII. Sale of be determined by valuation as aforesaid), or the instalments Goodwill, &c. thereof, for the time being remaining unpaid, shall immediately become payable with interest thereon after the rate aforesaid up to the day of payment.
10. The purchaser, together with some other person to be purchaser to approved of by the vendor, shall on the said
next, execute to the vendor a bond in the penalty of mortgage, if
, for the payment to him of the instalments of the required. purchase-money (including the sum so to be determined by valuation as aforesaid), which shall then remain unpaid, with interest after the rate and payable at the times herein before mentioned respectively. And the purchaser, if and whenever required by the vendor in writing so to do, shall make and execute to the vendor a proper and valid mortgage of the said shop (or manufactory] and premises comprised in the said lease [and also of the implements, utensils, fixtures, stock-intrade, and effects of the said trade or business], as a further security for the payment of the instalments for the time being remaining unpaid and interest thereon, payable after the rate and at the times hereinbefore mentioned respectively. Such mortgage shall contain all such powers and provisions as may be reasonably required by the vendor (and shall be duly registered as a bill of sale under the Bills of Sale Act (1878) Amendment Act, 1882, or any other statute for the time being in force for regulating such registration].
11. The possession of the premises, with full liberty to use Delivery of and enjoy the said utensils, implements, fixtures, stock-in- possession. trade, and effects in the same manner as heretofore, shall be retained, and all rates, taxes and outgoings payable for or in respect of the premises shall be paid by the vendor up to the said — day of next, and as from that date the possession shall be taken by the purchaser who shall thenceforth pay all the rates, taxes and outgoings; and such rates, taxes, and outgoings shall, if necessary, for the purposes of this stipulation be apportioned.
AS WITNESS, &c.
VIII.-TERMS for the PURCHASE of LAND by a
MEMORANDUM of Terms for the purchase of land by the Railway Company. County of
roods, perches. Name and address of vendor:
of, &c. Purchase to comprise the fee simple in the land and the mines and minerals in and under the same.
Purchase-money to include compensation for mines and minerals, severance, accommodation works, and all damage by execution of works, and all rights of preemption over surplus lands, agreed at £---. Company to have possession on the
Rents and profits to be taken, and outgoings paid by the vendor up to the
of 18—, and thereafter by the company
. Costs to be paid by the company under the Act. Surveyor's fees agreed at £--
Formal agreement to be prepared by the company's solicitors.
[Signature of vendor.]
agent for the company.