when not absent as aforesaid, conform himself to all lawful and reasonable directions, whether general or special, as to the conducting by him as one of such managers as aforesaid of the business of the company, which may from time to time be given to him, either by the company or by the directors thereof, and most especially shall not divulge any secret of the company to any person, partnership, or corporation dealing with the company, and he shall duly give directions for proper entries to be made in the books of the company, kept for that purpose, of all money, receipts, payments, dealings, and transactions which shall be given, made, entered into, or authorized by him touching or affecting the company, and shall duly account for all moneys received by him on account of the company, and shall keep or cause to be kept, at the offices of the company or elsewhere, as the directors thereof shall appoint, all correspondence, vouchers, and other documents which may concern the company, and ought in the ordinary course of business to be preserved, and shall at all times afford to the directors and all other members of the company entitled to demand the same, full explanations as far as may be in his power, of any dealings or transactions of or affecting the company. 7. During the said term of seven years, except in case of his removal from his said office without such justification as aforesaid, the said manager shall not carry on or be concerned with any other person or persons in carrying on, or be a director of any company carrying on, or be employed by any person or persons or company carrying on, or except under this agreement be in any way interested in any such trade or business as the company shall for the time being be carrying on; provided that nothing in the present clause contained shall be construed so as to restrict the previous provision for the devotion of his whole time and attention by the said manager to the business of the company [or, be construed so as to apply to any interest or connection of the said manager as capitalist or accountant, but not as a partner in or with the firm or house of or the person or persons constituting that firm or house from time to time]. XXXVI. of Manager. Employment Manager not to engage in other busi ness. furnish ma nager with 8. The company shall at least once in every of the said Company to seven years, or within six weeks from the end of each such year, make out a true and just account so as to show what profit has been made by it, and shall make out the first of account of profits. such accounts for a period commencing with the said last past, and every subsequent account for a period commencing at the end of the period for which the last preceding account shall have been made out. 9. A copy of every annual account shall be furnished to the manager, and shall, unless he shall have given notice in writing to the secretary of the company of his intention to object to the same, be signed by him within — days after the taking of such accounts; and the account so signed shall be deemed to be finally settled and to be conclusively binding on the manager and all persons claiming under him, except that if and whenever any manifest error shall be found therein, within six calendar months after its being so signed, such error shall be ratified (a). AS WITNESS, &c. (b). Parties. XXXVII. AGREEMENT to pay for Goods to be AGREED this day of BETWEEN A. B., of &c., of the one part, and C. D. and E. F., both of &c., (a) If an arbitration clause is desired, the form given ante, p. 561, clause 24, may easily be adapted. (b) As to signature of contracts on behalf of a company, see ante, p. 309. (c) An agreement of this nature is required to be in writing: ante, p. 302. An undertaking to pay for goods furnished to, or money paid on behalf of an infant, is original, not collateral, for the infant cannot be liable, and there is no privity between the infant and the person who furnished the goods, or paid the money: Harris v. Huntback, 1 Burr. 373. An agreement of this kind is often contained in a letter, and may then be expressed as follows: ["Date.] Gentlemen,-In consideration of your agreeing to supply my son, A. B., with goods on credit, on my guarantee hereinafter contained, I hereby undertake to be answerable for the current balance, which shall or may at any time be due from him to you on account of such goods, not exceeding the sum of £- - and this guarantee shall not be affected by the death or retirement of any member of your firm, or the addition of any partner or partners thereto, but shall extend warehousemen, trading under the firm of D. & Co., of the other part, as follows: WHEREAS the said A. B. has requested C. D. and E. F., trading under the style or firm of D. & Co., to supply G. H. (a relative of the said A. B.), with goods on credit, which he has consented to do on A. B. entering into the agreement hereinafter contained. NOW THEREFORE, in consideration of the premises, A. B. hereby undertakes and agrees with C. D. and E. F., to pay unto C. D. and E. F., or their successors in the said firm, all and every such sum and sums of money, as shall from time to time be due from G. H. to the said firm, for goods sold and delivered unto, or on the account, or for the use of G. H., not exceeding on the whole the sum of £: PROVIDED nevertheless, that this guarantee shall not be considered as satisfied in the whole or in part by the payment by G. H. of any sum or sums of money, on account of goods to be supplied to him as aforesaid, but shall continue and extend to cover the balance for the time being due from the said G. H. to the said firm on the account aforesaid, not exceeding the amount herein before mentioned (d). AS WITNESS, &c. XXXVII. Guarantee of Payment for Goods to be supplied to Third Person. XXXVIII. AGREEMENT between the Lessees of day of AN AGREEMENT made the -, 18-, BETWEEN [lessee], of &c., and [lessee], of &c. (hereinafter referred to as the lessees), of the one part, and the Dock Company, a company incorporated &c. (and who are hereinafter referred to as the company), of the other part. WITNESSETH, and it is hereby agreed and declared between and by the parties hereto as follows, that is to say: 1. The lands mentioned in the first schedule and plan Unpaid hereunto annexed, are lands to which the lessees respectively to the goods supplied by the firm so altered; nor shall this guarantee prevent my said son from being liable to pay for any goods so furnished to him as aforesaid. I am, &c." (d) See Ellis v. Emmanuel, 1 Ex. D. 157. [Signature] balance of purchase Guarantee of Performance by Lessees of Docks. XXXVIII. are beneficially entitled in fee simple (subject, as to part of the same lands, to incumbrances or equitable interests affectof Covenants ing the entirety thereof respectively, as particularly mentioned in the said schedule), except that in respect of certain parts of the said lands, for the purchase of which the said lessees or some or one of them have contracted with the company, there remains unpaid a balance of purchase-money which is to be provided by the lessees out of their own moneys. money of lands to be provided for. Deeds deposited by lessees to be produced on request. Deposit of lessees. 2. Such of the deeds and documents relating to the title to the said lands as are in their possession have been deposited by the lessees with A. B. and C. D., the vice-chairman and secretary respectively of the company, as trustees for the company, as a security affecting the shares and interests of the lessees in the said lands, and upon the terms hereinafter referred to; and the same are to be by them deposited and kept in their names at the banking-house of Messrs. and Co.: PROVIDED ALWAYS that the said trustees shall at all times produce the same without charge on the request in writing of the lessees and each of them, or the solicitors of them and each of them. 3. The several sums of stock and shares mentioned in the securities by second schedule hereto annexed, have been duly transferred to and now stand in the names of the said A. B. and C. D., as trustees for the company, and such transfer has been made as a security upon the terms hereinafter referred to. Estimated value of guarantee fund. Lessees to make out and deliver title. 4. For the purposes of the present arrangement only, a price has been set against each of the several particulars included in the first and second schedules respectively, being the value thereof according to an estimate made by or on behalf of the company for the purposes of security, whereby the aggregate value at the prices aforesaid of the lands mentioned in the first schedule beyond the amount of the incumbrances affecting the same, and of the entirety of the stocks and shares mentioned in the second schedule is estimated to be the sum of £for which amount as part of the guarantee fund of £- agreed to be provided by the lessees, the said scheduled lands, stocks and shares are (subject to the provisions hereinafter contained), to be deemed as given to and accepted by the company as a security in part satisfaction. of the agreement aforesaid. the 5. The lessees will forthwith, at their own expense, furnish company with abstracts of title, and deduce such title to all the lands mentioned in the first schedule, as was accepted by them on the occasion of the purchase thereof, subject as herein before is mentioned, and will at the like expense whenever required by the company procure the entire fee simple in possession of the said lands, free from all equities and incumbrances, except the mortgages mentioned in the said first schedule, either at one time or at several times to be well and effectually vested in the said A. B. and C. D., or some other trustees to be nominated by the company in this behalf. XXXVIII. Performance of Covenants by Lessees of Docks. Guarantee of ties. 6. In case the lessees shall fail or neglect to deliver within On default, lessees to give the space of six calendar months next after the date of other suffithis agreement such a title as, although not strictly marketable, cient securimay without prejudicing the sale of the lands be saleable under reasonable protective conditions of sale, the lessees will upon the request of the company at any time thereafter. provide and duly vest in trustees for the company other sufficient securities (the sufficiency to be determined by arbitration in the event of difference) to the full value of the lands to which they shall fail to make a title as aforesaid, according to the price set opposite the same in the said schedule, and when such other securities shall have been duly provided as aforesaid, and not previously, the lands in substitution for which the same shall have been provided shall be released from the security intended to be arranged for by this present memorandum. and executed of guarantee fund. 7. Proper deeds shall be made and executed declaring Trust deeds trusts and making provisions for expressing and giving effect to be made to the security herein arranged or agreed upon, with respect both to the lands mentioned in the first schedule, and to the stocks and shares mentioned in the second schedule: such deeds shall either be the same as those by which the said lands or any part thereof shall be vested in trustees for the company or contemporaneous, or such or other deeds as the company may be advised or require. tained in trust 8. Such deeds respectively shall contain all necessary, Powers, &c. proper, and complete provisions for giving effect to the to be conguarantee or indemnity hereby expressed and intended to be deeds; provided, and for enabling the company (after default by the for company lessees in payment of the rent or performance of their covenants in the lease), in their unqualified and uncontrolled lessees in discretion, to sell, at such time or times, and in such manner, rent, &c.; payment of as may by the company be deemed advisable, the said lands, to sell on default of |